China Fangda Group Co., Ltd. 1st Quarterly Report 2013 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 April 2013 1 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 1 Important Statement The Board of Directors and the directors, supervisors and senior management of the Company guarantee that there is no significant omission, fictitious or misleading statement in the Report and shall bear individual and joint responsibilities for the truthfulness, accuracy and completeness of this Report. Mr. Xiong Jianming, the Chairman of Board, Mr. Lin Kebin, the Chief Financial Officer, and Mr. Chen Yonggang, the manager of accounting department declare: the Financial Report carried in this report is authentic and completed. Directors other than the following ones have attended the Board meeting to review the quarterly report. Name of absent director Position of absent director Reason Name of proxy Xiong Jianwei Director Business engagement Wang Shengguo 2 Financial Highlight and Changes in Shareholders 1. Financial highlights Retroactive adjustment or restatement of financial statistics of the previous period during this report period □ Yes √ No January-March 2013 January-March 2012 Year-on-year change (%) Turnover (yuan) 302,138,499.27 233,711,878.60 29.28 Net profit attributable to shareholders of 11,212,202.96 9,160,949.85 22.39 the listed company (yuan) Net profit attributable to the shareholders of the listed company and after deducting 10,738,339.51 8,490,269.44 26.48 of non-recurring gain/loss (RMB) Net cash flow generated by business -41,819,154.03 -42,490,494.14 operation (RMB) Basic earnings per share (yuan/share) 0.01 0.01 Diluted Earnings per share (yuan/share) 0.01 0.01 Weighted average net income/asset ratio 1.02% 0.85% 0.17 (%) March 31, 2013 December 31, 2012 Year-on-year change (%) Total asset (RMB) 2,267,908,707.78 2,327,802,889.51 -2.57 Net profit attributable to the shareholders 1,109,824,398.53 1,098,612,195.57 1.02 of the listed company (RMB) Accidental gain/loss item and amount 2 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 √ Applicable □ Inapplicable In RMB Amount as of the end of the Items Notes report period Non-current asset disposal gain/loss (including the write-off part 142,472.80 for which assets impairment provision is made) Write-back of impairment provision of receivables for which 219,865.64 impairment test is performed individually Other non-business income and expenditures other than the above 188,305.46 Influenced amount of income tax 73,444.24 Influenced amount of minority shareholders’ equity (after-tax) 3,336.21 Total 473,863.45 -- 2. Shareholder number and the top 10 shareholders In share Number of shareholders at the end 69,564 of the report period Top 10 Shareholders Properties of Number of Conditional Pledging or freezing Name of the shareholder Shareholding (%) shareholder shares shares Share status Amount Shenzhen Banglin Domestic Technologies non-state legal 9.09 68,774,273 0 Development 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 non-state legal 2.36 17,860,992 0 Investment Co., Ltd. person Huatai Securities’ Contractual Repurchase Others 2.22 16,800,000 0 Account Domestic Cao Yifan 0.47 3,584,165 0 natural person SOOCHOW Securities Domestic 0.33 2,500,000 0 Customer Credit non-state legal 3 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 Transaction Guarantee person Securities Account Domestic Chen Lihong 0.3 2,305,365 0 natural person Zhongjiang International Trust Co., Ltd Capital Others 0.28 2,103,000 0 Trust Contract (Jinshi No.199) China Securities Domestic Customer Credit non-state legal 0.27 2,066,263 0 Transaction Guarantee person Securities Account Top 10 holders of unconditional shares Category of shares Name of the shareholder Amount of shares without sales restriction Category of Amount shares Shenzhen Banglin Technologies RMB common 68,774,273 68,774,273 Development Co., Ltd. shares Liaoning Fangda Group Industry RMB common 30,765,226 30,765,226 Co., Ltd. shares Foreign shares Shengjiu Investment Ltd. 21,339,867 listed in domestic 21,339,867 exchanges Shenzhen Shilihe Investment Co., RMB common 17,860,992 17,860,992 Ltd. shares Huatai Securities’ Contractual RMB common 16,800,000 16,800,000 Repurchase Account shares Foreign shares Cao Yifan 3,584,165 listed in domestic 3,584,165 exchanges SOOCHOW Securities Customer RMB common Credit Transaction Guarantee 2,500,000 2,500,000 shares Securities Account Foreign shares Chen Lihong 2,305,365 listed in domestic 2,305,365 exchanges Zhongjiang International Trust Co., RMB common Ltd Capital Trust Contract (Jinshi 2,103,000 2,103,000 shares No.199) 4 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 China Securities Customer Credit RMB common Transaction Guarantee Securities 2,066,263 2,066,263 shares Account 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 Development Co., Ltd. and Shenzhen Shilihe Investment Co., Ltd. are related parties. The relationship or "action in concert" Company is not notified of other action-in-concert or related parties among the other holders of current shares. 3 Significant Events 1. Details and reasons of changes in major accounting items and financial indicators 1. Notes receivable decreased by 66.04%, which was caused by mature and endorsement of notes; 2. Repayment decreased by 37.78% from the beginning of the year, which was due to the construction payment prepaid during the report period; 3. Wage payable decreased by 47.19%, which was caused by distributing of the 2012 annual bonus during the report period; 4. Interest payable increased by 170.57%, which was due to the provision of short-term financing bond interest during the report period; 5. Operating revenue increased by 29.28%, which was due to the increase in projects in construction during the report period. 2. Progress of significant events, influence and solutions 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. In 2012, the Fangda Town renewal plan was submitted to the governing authority for approval. The Company will start the construction after the approval. The Fangda Town renewal plan will substantially boost the Company's brand equity. Significant event Date of disclosure Disclosure source The Announcement on the Application Progress of the Fangda Town Renewal Plan was published on China Announcement on the Application Progress of April 11, 2012 Securities Journal, Shanghai Securities Daily, the Fangda Town Renewal Plan Securities Times, HKCD (English) and www.cninfo.com.cn. 5 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 3. Commitments of shareholders with over 5% of shares made in the report period or carried over from previous terms 4. Forecast of business performance between January and June 2013 □ Applicable √ Inapplicable 5. The Company had no securities investment during report period. 6. The Company had no derivative investment during report period. 7. Reception of investigations, communications, or interviews in the reporting period Main content involved and Time/date Place Way Visitor Visitor materials provided Between January 1, Off site Telephone Business and future 2013 and March 31, Individual Public investor reception communication development 2013 4 Financial Statements 1. Financial statements 1. Consolidated Balance Sheet Prepared by: China Fangda Group Co., Ltd. In RMB Items Beginning balance Ending balance Current asset: Monetary capital 222,770,947.54 278,283,968.61 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 2,593,836.58 7,638,780.88 Account receivable 796,475,261.65 774,890,805.30 Prepayment 27,173,515.15 22,006,159.22 Insurance receivable Reinsurance receivable Provisions of Reinsurance 6 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 contracts receivable Interest receivable 73,352.27 72,833.33 Dividend receivable Other receivables 64,895,710.11 57,339,556.28 Repurchasing of financial assets Inventory 239,001,472.12 269,120,191.36 Non-current asset due in 1 year Other current asset Total of current asset 1,352,984,095.42 1,409,352,294.98 Non-current assets: Disburse of consigned loans Sellable financial assets 0.00 0.00 Investment held until mature Long-term receivable Long-term share equity investment Investment real estate 258,377,021.37 258,405,762.09 Fixed assets 337,244,643.64 341,555,810.21 Construction in process 177,420,347.68 175,138,694.28 Engineering materials Disposal of fixed assets 1,676.00 Productive biological assets Gas & petrol Intangible assets 101,528,929.43 102,380,382.21 R&D expense 67,700.00 67,700.00 Goodwill 0.00 0.00 Long-term amortizable expenses 4,664,354.94 4,710,860.65 Deferred income tax assets 35,619,939.30 36,191,385.09 Other non-current assets Total of non-current assets 914,924,612.36 918,450,594.53 Total of assets 2,267,908,707.78 2,327,802,889.51 Current liabilities Short-term loans 181,970,000.00 181,970,000.00 Loans from Central Bank Deposit received and held for others 7 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 Call loan received Transactional financial liabilities Notes payable 143,785,071.14 160,779,777.03 Account payable 343,110,063.53 411,846,031.72 Prepayment received 107,110,955.57 77,741,903.02 Selling of repurchased financial assets Fees and commissions payable Employees’ wage payable 12,646,183.27 23,945,272.55 Taxes payable 30,409,864.41 33,686,577.98 Interest payable 5,288,370.06 1,954,557.27 Dividend payable Other payables 38,601,383.48 41,340,056.86 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liabilities due in 1 year Other current liabilities 200,000,000.00 200,000,000.00 Total of current liabilities 1,062,921,891.46 1,133,264,176.43 Non-current liabilities: Long-term loans Bond payable Long-term payable 5,600.00 7,700.00 Special payables Anticipated liabilities 0.00 Deferred income tax liabilities 36,431,453.08 36,210,286.40 Other non-current liabilities 0.00 0.00 Total of non-current liabilities 36,437,053.08 36,217,986.40 Total liabilities 1,099,358,944.54 1,169,482,162.83 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 756,909,905.00 756,909,905.00 Capital reserves 80,299,867.64 80,299,867.64 8 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 Less: Shares in stock 0.00 Special reserves Surplus reserves 30,494,542.94 30,494,542.94 Common risk provisions Retained profit 242,120,082.95 230,907,879.99 Difference caused by translation of foreign currency statements Total of owner’s equity belong to the 1,109,824,398.53 1,098,612,195.57 parent company Minor shareholders’ equity 58,725,364.71 59,708,531.11 Total of owners’ equity (or 1,168,549,763.24 1,158,320,726.68 shareholders’ equity) Total of liability and owners’ equity (or 2,267,908,707.78 2,327,802,889.51 shareholders’ equity) Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Chen Yonggang 2. Balance Sheet of the Parent Company Prepared by: China Fangda Group Co., Ltd. In RMB Items Beginning balance Ending balance Current asset: Monetary capital 33,283,934.12 25,790,604.84 Transactional financial assets Notes receivable Account receivable 5,157,141.38 5,157,141.38 Prepayment 0.00 20,271.85 Interest receivable Dividend receivable 39,356,000.00 39,356,000.00 Other receivables 455,512,235.70 512,298,790.52 Inventory Non-current asset due in 1 year Other current asset Total of current asset 533,309,311.20 582,622,808.59 Non-current assets: Sellable financial assets 0.00 0.00 9 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 Investment held until mature Long-term receivable Long-term share equity investment 709,733,745.58 669,733,745.58 Investment real estate 254,766,256.33 254,766,256.33 Fixed assets 86,823,876.83 87,649,932.55 Construction in process 1,701,315.00 1,701,315.00 Engineering materials Disposal of fixed assets Productive biological assets Gas & petrol Intangible assets 9,226,631.17 9,352,376.54 R&D expense 0.00 Goodwill Long-term amortizable expenses 69,182.39 75,471.70 Deferred income tax assets 11,940,874.26 12,333,214.12 Other non-current assets Total of non-current assets 1,074,261,881.56 1,035,612,311.82 Total of assets 1,607,571,192.76 1,618,235,120.41 Current liabilities Short-term loans 110,000,000.00 180,000,000.00 Transactional financial liabilities Notes payable Account payable 1,849,090.36 1,849,090.36 Prepayment received 693,045.60 753,108.70 Employees’ wage payable 630,266.01 1,479,449.88 Taxes payable 551,713.56 826,456.83 Interest payable 5,160,036.73 1,954,557.27 Dividend payable Other payables 138,968,738.25 83,515,779.52 Non-current liabilities due in 1 year Other current liabilities 200,000,000.00 200,000,000.00 Total of current liabilities 457,852,890.51 470,378,442.56 Non-current liabilities: 10 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 Long-term loans Bond payable Long-term payable Special payables Anticipated liabilities Deferred income tax liabilities 36,431,453.08 36,210,286.40 Other non-current liabilities Total of non-current liabilities 36,431,453.08 36,210,286.40 Total liabilities 494,284,343.59 506,588,728.96 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 756,909,905.00 756,909,905.00 Capital reserves 39,799,212.26 39,799,212.26 Less: Shares in stock Special reserves Surplus reserves 30,494,542.94 30,494,542.94 Common risk provisions Retained profit 286,083,188.97 284,442,731.25 Difference caused by translation of foreign currency statements Total of owners’ equity (or 1,113,286,849.17 1,111,646,391.45 shareholders’ equity) Total of liability and owners’ equity (or 1,607,571,192.76 1,618,235,120.41 shareholders’ equity) Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Chen Yonggang 3. Consolidated Income Statement Prepared by: China Fangda Group Co., Ltd. In RMB Items Amount of the Current Term Amount of the Previous Term 1. Total revenue 302,138,499.27 233,711,878.60 Incl. Business income 302,138,499.27 233,711,878.60 Interest income Insurance fee earned Fee and commission 11 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 received 2. Total business cost 289,590,078.03 225,347,884.45 Incl. Business cost 243,466,859.90 186,079,847.67 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 5,489,190.64 5,627,464.32 Sales expense 7,449,955.01 6,413,973.49 Administrative expense 29,444,607.89 26,134,459.17 Financial expenses 5,848,274.25 5,214,939.18 Asset impairment loss -2,108,809.66 -4,122,799.38 Plus: gains from change of fair value (“-“ for loss) Investment gains (“-“ for loss) Incl. Investment gains from affiliates and joint ventures Exchange gains (“-“ for loss) 3. Operational profit (“-“ for loss) 12,548,421.24 8,363,994.15 Plus: non-operational income 470,670.70 957,568.61 Less: non-operational expenditure 139,892.44 115,363.96 Incl. Loss from disposal of 0.00 non-current assets 4. Gross profit (“-“ for loss) 12,879,199.50 9,206,198.80 Less: Income tax expenses 2,650,162.94 1,957,901.79 5. Net profit (“-“ for net loss) 10,229,036.56 7,248,297.01 Including: Net profit realized by the entity taken over before the takeover 12 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 Net profit attributable to the 11,212,202.96 9,160,949.85 owners of parent company Minor shareholders’ equity -983,166.40 -1,912,652.84 6. Earnings per share: -- -- (1) Basic earnings per share 0.01 0.01 (2) Diluted earnings per share 0.01 0.01 7. Other misc. incomes 0.00 42,000.00 8. Total of misc. incomes 10,229,036.56 7,290,297.01 Total of misc. incomes attributable 11,212,202.96 9,202,949.85 to the owners of the parent company Total misc gains attributable to the -983,166.40 -1,912,652.84 minor shareholders Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Chen Yonggang 4. Income Statement of the Parent Company Prepared by: China Fangda Group Co., Ltd. In RMB Items Amount of the Current Term Amount of the Previous Term 1. Turnover 11,101,795.78 10,682,571.24 Less: Operation cost 1,692,044.22 1,942,413.18 Business tax and surcharge 853,134.21 854,236.05 Sales expense -15,831.98 Administrative expense 5,186,724.98 4,177,145.48 Financial expense 1,321,007.72 1,652,773.94 Asset impairment loss 10,369.17 94,594.27 Plus: gains from change of fair value (“-“ for loss) Investment gains (“-“ for loss) Incl. Investment gains from affiliates and joint ventures 2. Operational profit (“-“ for loss) 2,038,515.48 1,977,240.30 Plus: non-operational income 254,412.58 453,954.02 Less: non-operational expenditure 38,963.80 2,170.87 Incl. Loss from disposal of 0.00 non-current assets 13 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 3. Gross profit (“-“ for loss) 2,253,964.26 2,429,023.45 Less: Income tax expenses 613,506.54 -18,578.61 4. Net profit (“-“ for net loss) 1,640,457.72 2,447,602.06 5. Earnings per share: -- -- (1) Basic earnings per share 0 0 (2) Diluted earnings per share 0 0 6. Other misc. incomes 42,000.00 7. Total of misc. incomes 1,640,457.72 2,489,602.06 Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Chen Yonggang 5. Consolidated Cash Flow Statement Prepared by: China Fangda Group Co., Ltd. In RMB Items Amount of the Current Term Amount of the Previous Term 1. Net cash flow from business operation Cash received from sales of 356,313,687.92 236,609,873.15 products and providing of services 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 14 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 Net increase of repurchasing business Tax returned 412,423.51 1,171,203.29 Other cash received from business 11,489,648.25 12,118,275.80 operation Sub-total of cash inflow from business 368,215,759.68 249,899,352.24 activities Cash paid for purchasing of 322,948,509.20 209,121,088.84 merchandise and services 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 44,188,117.01 31,413,521.97 staffs Taxes paid 15,223,162.90 16,417,982.80 Other cash paid for business 27,675,124.60 35,437,252.77 activities Sub-total of cash outflow from business 410,034,913.71 292,389,846.38 activities Cash flow generated by business -41,819,154.03 -42,490,494.14 operation, net 2. Cash flow generated by investment: Cash received from investment 0.00 recovery Cash received as investment profit 0.00 0.00 Net cash retrieved from disposal of fixed assets, intangible assets, and other 1,094,000.00 long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash 320,000.00 3,200.00 received 15 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 Sub-total of cash inflow due to 320,000.00 1,097,200.00 investment activities Cash paid for construction of fixed assets, intangible assets and other 15,333,266.86 22,928,869.90 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 620,000.00 707,100.00 activities Subtotal of investment activity cash 15,953,266.86 23,635,969.90 outflows Cash flow generated by investment -15,633,266.86 -22,538,769.90 activities, net 3. Cash flow generated by financing: Cash received from investment Incl. Cash received as investment from minor shareholders Cash received as loans 70,000,000.00 100,000,000.00 Cash received from bond placing Other financing-related cash 27,444.64 received Subtotal of cash inflow from financing 70,000,000.00 100,027,444.64 activities Cash to repay debts 70,000,000.00 100,000,000.00 Cash paid as dividend, profit, or 2,879,348.89 6,458,249.00 interests Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing 14,000.00 activities Subtotal of cash outflow due to 72,893,348.89 106,458,249.00 financing activities Net cash flow generated by financing -2,893,348.89 -6,430,804.36 4. Influence of exchange rate alternation 1,940.61 on cash and cash equivalents 5. Net increase of cash and cash -60,345,769.78 -71,458,127.79 16 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 equivalents Plus: Balance of cash and cash 240,167,372.86 300,177,008.78 equivalents at the beginning of term 6. Balance of cash and cash equivalents 179,821,603.08 228,718,880.99 at the end of term Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Chen Yonggang 6. Cash Flow Statement of the Parent Company Prepared by: China Fangda Group Co., Ltd. In RMB Items Amount of the Current Term Amount of the Previous Term 1. Net cash flow from business operation Cash received from sales of 8,169,934.61 8,787,561.92 products and providing of services Tax returned Other cash received from business 191,795,251.63 74,882,099.74 operation Sub-total of cash inflow from business 199,965,186.24 83,669,661.66 activities Cash paid for purchasing of 2,424,177.52 2,407,973.69 merchandise and services Cash paid to staffs or paid for 3,705,028.10 2,539,963.89 staffs Taxes paid 1,231,378.90 1,056,026.28 Other cash paid for business 72,398,587.99 84,155,727.43 activities Sub-total of cash outflow from business 79,759,172.51 90,159,691.29 activities Cash flow generated by business 120,206,013.73 -6,490,029.63 operation, net 2. Cash flow generated by investment: Cash received from investment - recovery Cash received as investment profit - - Net cash retrieved from disposal of - - fixed assets, intangible assets, and other 17 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 long-term assets Net cash received from disposal of - subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to - - investment activities Cash paid for construction of fixed assets, intangible assets and other 60,395.60 2,436,980.00 long-term assets Cash paid as investment 40,000,000.00 - Net cash received from - subsidiaries and other operational units Other cash paid for investment - activities Subtotal of investment activity cash 40,060,395.60 2,436,980.00 outflows Cash flow generated by investment -40,060,395.60 -2,436,980.00 activities, net 3. Cash flow generated by financing: Cash received from investment - Cash received as loans - - Cash received from bond placing Other financing-related cash - received Subtotal of cash inflow from financing - - activities Cash to repay debts 70,000,000.00 - Cash paid as dividend, profit, or 2,629,348.89 3,656,380.00 interests Other cash paid for financing 14,000.00 activities Subtotal of cash outflow due to 72,643,348.89 3,656,380.00 financing activities Net cash flow generated by financing -72,643,348.89 -3,656,380.00 4. Influence of exchange rate alternation on cash and cash equivalents 5. Net increase of cash and cash 7,502,269.24 -12,583,389.63 18 China Fangda Group Co., Ltd. 1st Quarterly Report 2013 equivalents Plus: Balance of cash and cash 25,540,604.84 24,337,261.80 equivalents at the beginning of term 6. Balance of cash and cash equivalents 33,042,874.08 11,753,872.17 at the end of term Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Chen Yonggang 2 Auditor‘s report Auditing of the 1st quarterly report □ Yes √ No China Fangda Group Co., Ltd. Board of Directors April 20, 2013 19