China Fangda Group Co., Ltd. Annual Report 2012 Summary Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2013-07 China Fangda Group Co., Ltd. Annual Report 2012 Summary 1. Important Declaration 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. Company Profile Stock ID Fangda Group, Fangda B Stock code 000055、200055 Stock Exchange Shenzhen Stock Exchange Modified stock ID (if any) None Contacts and liaisons Secretary of the Board Representative of Stock Affairs Name Zhou Zhigang Guo Lingchen 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 2. Financial Highlight and Changes in Shareholders (1) Financial highlights There is no change in account policies and correction of accounting errors for the Company to retroactively adjusts or restates financial statistics of the previous years. 2012 2011 Increase/decrease (%) 2010 Turnover (yuan) 1,397,901,424.59 1,348,776,366.53 3.64% 1,161,933,356.48 Net profit attributable to shareholders 24,948,377.20 65,503,925.58 -61.91% 55,063,374.25 of the listed company (yuan) Net profit attributable to the shareholders of the listed company and 7,361,274.38 51,005,479.89 -85.57% 25,603,881.05 after deducting of non-recurring gain/loss (RMB) Net cash flow generated by business 59,262,071.37 -57,045,495.85 -31,187,262.97 operation (RMB) Basic earnings per share (yuan/share) 0.03 0.09 -66.67% 0.08 Diluted Earnings per share (yuan/share) 0.03 0.09 -66.67% 0.08 Weighted average net income/asset 2.3% 6.28% -3.98% 6.76% ratio (%) End of 2012 End of 2011 Increase/decrease (%) End of 2010 Total assets (RMB) 2,327,802,889.51 2,163,325,598.14 7.6% 1,991,161,158.84 Net profit attributable to the 1,098,612,195.57 1,073,843,444.65 2.31% 1,009,990,739.07 shareholders of the listed company 1 China Fangda Group Co., Ltd. Annual Report 2012 Summary (RMB) (2) Top 10 Shareholders Number of shareholders by the end of Number of shareholders in the 73,145 the 5th date day before the disclosure 70,196 reporting period date of the annual report Top 10 Shareholders Pledging or freezing Properties of Shareholdin Number of Condition Name of the shareholder Share shareholder g (%) shares al shares Amount status Shenzhen Banglin Domestic Technologies Development non-state legal 9.09% 68,774,273 0 Co., Ltd. person Domestic Liaoning Fangda Group non-state legal 4.06% 30,765,226 0 Industry Co., Ltd. person Foreign legal Shengjiu Investment Ltd. 2.82% 21,339,867 0 person Domestic Shenzhen Shilihe Investment non-state legal 2.36% 17,860,992 0 Co., Ltd. person Domestic natural Wang Shaolin 2.22% 16,800,000 0 person Domestic natural Cao Yifan 0.44% 3,337,465 0 person Domestic natural Chen Lihong 0.3% 2,305,365 0 person Jiangxi International Trust Domestic Co., Ltd Capital Trust non-state legal 0.27% 2,050,000 0 Contract (Jinshi No.199) person SOOCHOW Securities Domestic Customer Credit Transaction non-state legal 0.25% 1,930,000 0 Guarantee Securities Account person Domestic natural Zhen Fan 0.22% 1,670,426 0 person Among the top 10 shareholders, Shenzhen Banglin Technology Development Co., Ltd. and Shengjiu Investment Co., Ltd. are parties action-in-concert. Shenzhen Banglin Technology Notes to top ten shareholder relationship or "action in concert" Development Co., Ltd. and Shenzhen Shilihe Investment Co., Ltd. are related parties. The Company is not notified of other action-in-concert or related parties among the other holders of current shares. 2 China Fangda Group Co., Ltd. Annual Report 2012 Summary (3) Chart of the controlling relationship between the practical controller and the Company: 3. Management Discussion and Analysis In 2012, the global economy remains complex and the economy recovery is increasingly sluggish. Facing greater economic uncertainties, the Company has continued to innovate its technology and improve its management based on its competitiveness to achieve continued, stable and solid growth. During the report period, the Company recorded an operating revenue of RMB1,397,901,400, hitting the previous high; the new order volume totaled RMB1.934 billion, up 15% year-on-year; by the end of this reporting period, the order reserve reached RMB1.427billion, 102.07% of the turnover of 2012. The operating cash flow amounted to RMB59,262,100. The order reserve and cash flow has paved the way for the Company’s operation in 2013. 1. Continuing to make headway in curtain wall system and material market exploration In 2012, the Company aggressively promoted the curtain wall system and material business to increase investment in hardware facilities and marketing. The Company accelerated the construction of national industry base and adhered to the market strategy of focusing on energy-saving and environmental-friendly high-end products based on its solid brand equity. In addition to consolidating its market share in the south China market, the Company continued to expand its shares in the northeast, north, east and southwest China markets and has made remarkable headway. In 2012, the Company won bids in totally 28 high-end curtain wall projects including the Shenzhen Excellence Meilin Central Plaza North, Jiangsu Xinhua Daily News Center, Shanghai Jiading Cultural Activity Center, Chengdu Jinniu Wanda Plaza, Wuhan Central Cultural Zone K5 Hanjie Wanda Plaza and Hainan Green Town Qingshuiwan Westin Hotel and Resort. The increase in orders shows a continued and strong growth momentum. While exploring the market, the Company actively organized its designing, purchase, production end engineering to delivery products to customers as soon as possible. In the reporting period, the sales revenue from the curtain wall system and material business reached RMB1,260,903,500, up 6.42% year-on-year. Underpinned by years’ experience and continued investment in hardware facilities, the Company has build a solid foundation and brand equity in the curtain wall system and material industry with strong expertise and operating and management capabilities. Fangda curtain wall system has emerged as the most competitive brand in the industry. Driven by the policy of “accelerating urbanization and improving the quality of urbanization” made on the economic development meeting of the central government in the late 2012, the Company has taken measures to fuel the development of its curtain wall system and material business, to create higher operating revenue and profit for the company. 2.Strengthening internal management of metro equipment production and expanding oversea markets In the report period, the company product metro platform screen door has won the bidding for Singapore Dashi Line Extension, Dongguan Urban Rail R2 Line and Xi’an Qujiang Light Rail Project for its advantages of “advanced performance, stable quality, reliable operation, perfect outlook and high safety”. The Singapore Dashi Line Extension is one of the major and busiest rail line in Singapore and is the company’s another breakthrough after the Hong Kong and Taiwan metro platform screen door projects to pave the way for oversea market expansion. 3 China Fangda Group Co., Ltd. Annual Report 2012 Summary The company joined this industry from 1999 and is one of the first enterprises of this industry. Now the company has come to take the first place in the metro platform screen door product market for its market share, brand influence, intellectual property, industrial standard and engineering service. Through years’ development, the Company has obtained the core technology in developing metro screen doors and owned 223 related patents, including 58 invention patents, accounting for over half of aggregate obtained by domestic peers. In addition, the Company owned four software copyrights. In 2013, the Company will take advantage of the opportunity created by the 19-city and 25-rail construction plan issued by the State Development and Reform Commission to secure more orders. In the reporting period, the Wuhan metro 2nd line screen door project department was given the Outstanding Unit title. 3. Fangda Town renewal project performed according to the plan In the reporting period, the Company’s Fangda Town project lying in Shenzhen Nanshan Xili Longjing has been fitted into 2012 Shenzhen Urban Renewal Plan The First Projects by Shenzhen Planning and Land Resources Committee and has been ratified by Shenzhen City Government. Currently the Company is formatting the Fangda Town renewal plan and will put it into construction as soon as it is ratified to elevate the value of the Company. The Fangda Town renovation plan was approved and implemented, boosting the Company's brand equity. To accelerate the project and realize the long-term development of the Company, the 16th meeting of the 6th Board of Directors has approved the renewal construction plan of Fangda Town, which will be constructed by Fangda Property, a fully-owned subsidiary of the Company, with a registered capital of RMB10 million. 4. Industrial base construction taking shape In the reporting period, the Company has basically completed the development plan and construction of production bases in Beijing, Shanghai, Chengdu, Nanchang and Dongguan Songshanhu, completing the national business landscape with Shenzhen as the headquarters, Songshanhu as the base in south China region, Beijing as the base in the north, Chengdu in the southwest and Shanghai and Nanchang in the east. The business landscape will pave the way for the Company to increase its markets share and elevate overall competitiveness, helping the Company boost production and growth. 5. Internal control construction improved continuously The company has established internal control system by efforts for two years that the work of rules performance has been basically finished and the internal control work has been pushed into the consolidation stage. In order to strengthen the foundation made by the previous efforts, in the report period the Company has optimized the internal control organizational structure, rules and regulations, operation system and information system to improve the company operation management and raise the risk protection capability. 6. Vigorously pushing forward personnel recruitment, training and reserves Along with the industrial scale expansion and new manufacturing bases putting in use, the company needs a large number of personnel for management, technology and manufacturing. Therefore, the Company improved its talent introduction, selection, motivation and training mechanisms. In 2012, the Company has created nearly 10,000 jobs and recruited more graduates than in the previous years and 23% of them are graduates of the universities within the national 211 project thus to make the company a sufficient talent reserves. 7. Technical innovation In the reporting period, the Company has paid 71.99 million yuan to push forward the research and development for new product, new draft, new technology, new structure focusing on cleaner production, safety production, energy efficient to make the company product more low carbon environment-friendly and provide the company guarantee for sustainable development. 8. Others In the reporting period, the Company won the title of “Guangdong Top 500” and “Shenzhen Top 100” and was selected in the “2012 Top 100 Listed Companies in China” and “Charitable Companies”. In the reporting period, Fangda Decoration, a fully-owned subsidiary of the Company, won six “National Construction Engineering Decoration” prizes and five 2011 Shenzhen Decoration Jinpeng prizes and a series of titles and prizes including the China Top-50 Building Curtain Wall Providers, Guangdong Outstanding QC Team, 2009-2012 Sci & Tech Innovation Company and Guangdong Construction Engineering Jinjiang Prize. In reporting period, the fully-owned subsidiary Fangda New Material obtained a practical new type patent, adding the patents to 26, including 10 patents, ranking top among domestic competitors. In the reporting period, Fangda Aluminium Plate was given the title of 2002-2012 Most Influential Chinese Aluminium Composite Plate Brand and 2010-2012 Product Quality Certificate. Fangda New Material was accredited as National Nanchang High-Tech Zone 20th Anniversary Outstanding Enterprise and AAA Standard Good Practice Enterprise. 4 China Fangda Group Co., Ltd. Annual Report 2012 Summary 4. Related issues involved the financial report (1) Statement of changes to accounting policies, estimates and audit methods compared with the financial report of the previous year None (2) Statement of retrospective restatement of major accounting errors in the report period None (3) Statement of change in the financial statement consolidation scope compared with the previous financial report Three companies are newly added as the Company established the Shenzhen Fangda Property Development Co., Ltd. through investment during the report period and Fangda New Material Co., Ltd. and Fangda Decoration (Shenyang) Co., Ltd through investment by Fangda Decoration. (4) Statement of the Board on the “non-standard auditors’ report” issued by the CPA on the current report period None China Fangda Group Co., Ltd. Board of Directors March 23, 2013 5