石家庄宝石电子玻璃股份有限公司 2012 年第三季度报告摘要 Stock Code:000413 200413 Stock abbreviation:Baoshi A ,Baoshi B Announcement No.: 2012-063 Shijiazhuang Baoshi Electronic Glass Co., Ltd. Summary of the Third Quarterly Report 2012 I . Important notes The Board of Directors of the Company hereby guarantees that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. All of the directors presented the board meeting at which this Quarterly Report was examined. Mr. Li Zhaoting, Person in charge of the Company, Mr.Shi Zhiqiang , Person in charge of accounting works, Mr. Xie Guozhong ,CFO as well as person in charge of accounting institution represent and warrant the financial and accounting report in the Third report is true and complete. II. Basic Information of the Company (I)Main accounting data and indices If retrospective adjustment has been carried our on financial reports of previous periods. □ Yes √ No □ Not applicable September 30,2012 December 31,2011 Increase /decrease(%) Total assets(RMB) 1,818,888,347.54 374,112,091.30 386.19% Owner’s equity attributable to the shareholders of 349,020,664.55 232,478,763.31 50.13% the listed company (RMB) Stock capital(Shares) 383,000,000.00 383,000,000.00 0% Net assets per share attributable to the 0.91 0.61 50.13% shareholders of the listed company(RMB/shares) Increase/decrea Increase/decreas se in the report e in the report period period compared January-September July-September 2012 compared with with the same 2012 the same period period of the last of the last year(%) year(%) Total turnover(RMB) 217,238,193.07 506.63% 578,593,939.24 823.82% Net profit attributable to shareholders of the listed 61,109,162.97 706.86% 102,284,947.15 4,591.84% company(RMB) Net cash flow arising from operating activities -- -- -328,370,684.88 -3,125.95% (RMB) Net cash flow per share arising from operating -- -- -0.86 -3,075.42% activities(yuan/shares) Basic earnings per share(yuan/shares) 0.16 697.77% 0.27 4,591.84% Diluted earnings per share(yuan/shares) 0.16 697.77% 0.27 4,591.84% Weighted average return on equity(%) 19.62% 501.95% 35.17% 3,763.67% Weighted average Return on net assets after 17.85% 449.11% 33.13% 3,624.07% deducting non-recurring gains and losses(%) Deducted items of noncurrent and losses and amount deducted √ applicable □ not applicable Amount from the beginning of year to the Items Remarks end of report period (RMB) Gain/loss form disposal of non-current assets 1 石家庄宝石电子玻璃股份有限公司 2012 年第三季度报告摘要 Tax refund, deduction and exemption that is examined and approved by authority exceeding or has no official approval document. Governmental Subsidy accounted as current gain/loss, except for those subsidies at with amount or quantity fixed by the national government 4,659,864.00 and closely related to the Company’s business operation. Capital adoption fee collected from non-financial organizations and accounted into current gain/loss Gain/loss from differences between the cost of enterprise merger and the fair value of recognizable net asset of the invested entities Gain/loss from non-monetary assets Gain/loss from commissioned investment or assets Asser impairment provisions provided for force-majeur Gain/loss from debt reorganization Enterprise reorganizing expenses, such as employee placement fee and integration fee Gain/loss from trade departing from fair value Current net gain/loss of subsidiaries under same control from beginning of term till date of consolidation Gain/loss generated by contingent liabilities without connection with main businesses In addition to normal business with the company effective hedging related business, holders of tradable financial assets, transactions and financial liabilities arising from changes in fair value gains and losses, as well as the disposal of trading of financial assets, trading financial liabilities and available-for-sale financial assets gains return on investment; Restoring of receivable account impairment provision tested individually 1,920,114.33 Gain/loss from commissioned loans Gain/loss from change of fair value of investment property measured at fair value in follow-up measurement Influence of one-time adjustment made on current gain/loss account according to the laws and regulations regarding tax and accounting Consigning fee received for cosigned operation 2,500,000.00 Net amount of non-operating income and expense except the aforesaid -1,630,284.96 items Other gain/loss items satisfying the definition of non-recurring gain/loss account Influenced amount of minority shareholders’ equity 479,836.11 Amount of influence of income tax -1,982,382.37 Total 5,947,147.11 -- The information of main accounting data and main financial indices of the company by the end of report period.(Filling the adjustment explanation if retroactive adjusted) Items Amount(RMB) Remarks (II)Total number of shareholders and top 10 holders of shareholders at the end of report period Total number of shareholders at 19,233(including 11825 shareholders holding A shares and 7408 shareholders holding B shares) the end of report period Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Amount of tradable Type and amount Full name of shareholder shares with unrestricted Type Amount 2 石家庄宝石电子玻璃股份有限公司 2012 年第三季度报告摘要 conditions held at the end of report period Shijiazhuang Baoshi Electronic Group Co., 110,785,500 RMB Common shares 110,785,500 Ltd. China Great Wall Asset Management 17,614,880 RMB Common shares 17,614,880 Corporation China Minsheng Bank-Huashang lead Enterprise Mixed Securities Investment 14,999,986 RMB Common shares 14,999,986 Fund China East Asset Management Corporation 10,010,941 RMB Common shares 10,010,941 Yao Yanbin 9,023,011 RMB Common shares 9,023,011 Taifook Securities Company 4,765,303 Foreign shares placed in domestic exchange 4,765,303 Limited-Account Client China Merchants Securities(HK) Co., Ltd. 3,631,590 Foreign shares placed in domestic exchange 3,631,590 GUOTAI JUNAN 3,436,615 Foreign shares placed in domestic exchange 3,436,615 SECURITIES(HONGKONG) LIMITED Chen Qianfen 3,368,300 Foreign shares placed in domestic exchange 3,368,300 LI LEON ZHAN WEI 3,210,300 Foreign shares placed in domestic exchange 3,210,300 Among the top ten shareholders as listed above, there exists no associated relationship Notes to the related relationship between among the shareholders of legal person share. The relation between the top ten the top ten shareholders or their concerted shareholders was unknown. It was unknown whether they are persons taking action concerted action specified in Regulations on the Information Disclosure of the Change of Shareholding of Shareholders of Listed Companies. III.Significant Events (I)Particular about large-margin change of main accounting statement item and financial index and its reason. √ Applicable □ Not applicable Items Amount of current Percentage of Reason for increase or decrease year increase or decrease 1.Items of Balance sheet Monetary capital 375,605,030.52 2270.16% Mainly due to increase of loans and payment recovery Bills receivable 2,010,234.03 346.72% Mainly due to increase of business settlement with banker's acceptance bills Accounts receivable 379,805,249.66 2989.46% Mainly due to fast growth of business and increase of accounts receivable that were not due yet Payment in advance 528,994,741.27 9226.08% Mainly due to increase of prepayment for project and equipment expenditure for the construction of glass substrate production line Construction in progress 131,842,713.72 491.16% Mainly due to increase of expenditure for the construction of glass substrate production line Intangible assets 58,547,425.87 409.18% Mainly due to increase of land use right for operation Short-term loan 450,000,000.00 The last year has no Mainly due to increase of bank loans for operation and outcome construction Accounts payable 95,190,104.86 608.13% Mainly due to increase of accounts payable to suppliers Advance collections 32,021,219.93 2919.92% Mainly due to increase of advance collections from customers after business growth Remuneration payable to 15,340,677.59 259.33% Mainly due to increase of wages and bonuses payable to staff and workers staff and workers after enlargement of operation scale Taxes and levies payable 38,982,973.92 4747.03% Mainly due to increase of taxes and levies payable after enlargement of operation scale Other payables 45,088,050.80 42.68% Mainly due to increase of other current accounts after 3 石家庄宝石电子玻璃股份有限公司 2012 年第三季度报告摘要 enlargement of operation scale Long-term loan 600,000,000.00 The last year has no Mainly due to increase of bank loans for construction outcome Other non-current 37,264,000.00 35389.52% Mainly due to increase of governmental subsidies liabilities received including infrastructure subsidy 2.Items of Profit statement Operating income 578,593,939.24 823.82% Mainly due to increase of income from sales and technical services Operating cost 279,915,406.82 481.58% Mainly due to increase of cost corresponding to increase of income from sales and technical services Business tax and surtax 22,614,578.36 1876.68% Mainly due to increase of business tax corresponding to increase of income Selling expenses 2,283,460.73 298.68% Mainly due to increase of corresponding expenses after enlargement of operation scale Management expenses 49,046,358.92 229.74% Mainly due to increase of corresponding expenses after enlargement of operation scale Financial expenses -1,160,399.28 -1838.34% Mainly due to increase of exchange gains and income from deposit interests Assets impairment loss -1,920,114.33 54760.41% Mainly due to increase of recovery of accounts receivable for which provision for bad debts was made Non-operating income 7,549,151.86 11381.44% Mainly due to increase of governmental subsidies received Non-operating expenses 2,019,572.82 1605.69% Mainly due to increase of all kinds of non-operating expenses 3.Items of Consolidation Cash Flow Statement Net cash flows from -328,370,684.88 3125.95% Mainly due to increase of cash paid for operating operating activities activities after enlargement of operation scale Net cash flows from -410,098,765.51 761336.70% Mainly due to increase of cash expenditure for the investing activities construction of glass substrate production line Net cash flows from 1,098,227,255.18 54811.36% Mainly due to increase of loans applied for to banks for financing activities daily operation and construction of production line (II)The progress of significant events and influence, as well as the analysis and explanation on resolving proposal reason. 1. Non-standard Opinion □applicable √ not applicable 2 The Company provided funds to its controlling shareholder or related parties and provided guarantees in violation of established procedures. □applicable √ not applicable 3.Signing and performance of significant contracts for daily operation □applicable √ not applicable 4.Other √applicable □ not applicable 1. On August 3, 2011, Dongxu Group Co., Ltd., an indirect controlling shareholder of the Company received a notice of responding to civil action lodged by American Conning Company against Dongxu Group in respect of infringement upon business secrets. Beijing Second Intermediate People's Court accepted and heard the case. Dongxu Group held objection and responded to the action. On August 16, 2011, it raised jurisdiction objection to Beijing Second Intermediate People's Court on August 16, 2011. Beijing Higher People's Court has not made a judgment on the jurisdiction objection concerning the action lodged by Dongxu Group against American Conning Company. 2. According to the actual conditions of domestic A share market, the 30th meeting of the sixth board of directors and the fourth provisional shareholders' general meeting of the Company in 2012 examined and adopted the Proposal for Adjusting the Scheme for the Company's Private Issue of A Shares to ensure the smooth progress of private issue of shares. 3. To meet the fund demand for constructing the project of liquid crystal glass substrate of Wuhu Dongxu Optoelectronic Technology 4 石家庄宝石电子玻璃股份有限公司 2012 年第三季度报告摘要 Co., Ltd. and ensure the smooth progress of project construction, the 26th meeting of the sixth board of directors and the second provisional shareholders' general meeting of the Company in 2012 examined and adopted the proposal for increasing the capital of Wuhu Dongxu Optoelectronic Technology Co.., Ltd., a wholly-owned subsidiary, in cash by RMB 225 million. The 28th meeting of the sixth board of directors and the third provisional shareholders' general meeting of the Company in 2012 examined and adopted the proposal for increasing the capital of Wuhu Dongxu Optoelectronic Technology Co., Ltd., a wholly-owned subsidiary, in cash for the second time by RMB 225 million. Wuhu Dongxu Optoelectronic Technology Co., Ltd. has settled the procedures for industrial and commercial registration of changes for capital increase and received the changed business license. 4. After examination and adoption at the 29th meeting of the sixth board of directors of the Company, the Company unilaterally increased the capital of Wuhu Dongxu Optoelectronic Equipment Technology Co., Ltd., a controlled subsidiary, by RMB 6.40 million. Before the capital increase, the total amount of the Company's capital contribution was RMB 5.10 million and the shareholding ratio was 51%. After the capital increase, the total amount of the Company's capital contribution was RMB 11.50 million and the shareholding ratio was 70.12%. The original amount of capital contribution of Dongxu Group Co., Ltd., i.e., RMB 4.9 million, remained unchanged. The ratio of its shareholding lowered from 49% to 29.88%. Wuhu Dongxu Optoelectronic Equipment Technology Co., Ltd. has settled the procedures for industrial and commercial registration of changes for capital increase and received the changed business license. 5. After examination and adoption by the 27th meeting of the sixth board of directors and the third provisional shareholders' general meeting of the Company in 2012, Wuhu Dongxu Optoelectronic Technology Co., Ltd., a wholly-owned subsidiary, applied to Anhui Branch of State Development Bank for credit limit of RMB 3090.00 million. Wuhu Dongxu Optoelectronic Technology Co., Ltd. signed RMB Fund Loan Contract with State Development Bank. The amount of loan is RMB 800 million, which is to be used for (phase-I) project of panel display glass substrate production line of Wuhu Dongxu Optoelectronic Technology Co., Ltd. 2On July 31, 2012, RMB 400 million was withdrawn. 6. Wuhu Dongxu Optoelectronic Technology Co., Ltd., a wholly-owned subsidiary of the Company, obtained special fund of RMB 8 million for independent innovation in Anhui Province in 2012. 7. In accordance with Fundamental Norms of Internal Control of Enterprises jointly promulgated by five ministries and commissions including Ministry of Finance and CSRC, the Company formulated the work scheme for implementation of internal control standards in light of actual conditions. So far, the Company has checked its important business flows and formulated risk list and business flow charts to find defects of internal control. (III)Companies or shareholders holding more than 5% equity during the reporting period or the commitments continued to the reporting period. √applicable □ not applicable Time of Term of Impleme Items of commitments Promisee Content of commitments commitme Commit ntation nts ments Promise in share holding structure reform Commitments made in Acquisition Report or Reports on Change in interests Commitments made in Material assets Reorganization 1.From the date of commitment letter issued, except Shijiazhuang Xuxin Optoelectronic technology co., Ltd., this company and majority-owned subsidiaries do not in any way, directly or indirectly, engaged in business and gem shares and its subsidiaries are the same, or similar, future gem shares and its subsidiaries are not engaged in the same or similar businesses. 2.The company assurances against the use of precious Shijiazhuan stones share any act prejudicial to the control relationship g Baoshi of stones share interests and its wholly-owned subsidiaries, Commitments made in Perform Electronic holding, or causing Baoshi shares and its wholly-owned April 2012 issuing strictly Group Co., subsidiaries, holding form business competition decisions. Ltd. 3. The company will not directly invest, purchase and Baoshi shares identical or similar business enterprises and projects. 4.If the assets owned by the company due to any reason in the future competition with Baoshi shares, the company (person) will take positive and effective measures to give up such a competitive business. 5. If the company cause competition with Baoshi shares and 5 石家庄宝石电子玻璃股份有限公司 2012 年第三季度报告摘要 caused loss of gem shares, the company will assume responsibility for all related. 6. Subject to securities regulation under the relevant conditions, the company makes a commitment to inject full ownership of Shijiazhuang Xuxin shares in Baoshi Shares. The Commitments will be effective during the company is still the controlling shareholders of Baoshi Shares. If plans to sell tradable stocks of Shijiazhuang Baoshi Electronic Glass Company Limited through the bid trading Shijiazhuan system of Shenzhen Stock Exchange and sell greater than Other commitments g Baoshi 5% of shares within six months after the first sales, Baoshi offered to the July 23, Perform Electronic Group will disclose the contents specified by the Form company’s minority 2009 strictly Group Co., Guide to Prompt Announcement of Removing Restriction shareholders Ltd. on Sales of Non-tradable Stocks of Listed Companies through the prompt announcement of disclosing sales of listed companies. Whether the commitments fulfilled √ Yes □ No □not applicable in a timely manner The specific reason for the unfinished commitments and the next step Whether leads to competition and the √ Yes □ No □not applicable problem of related party transaction commitment Committed settled deadline Solution way Commitments fulfill Perform strictly status (IV)Prediction of Business performance for 2012. Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason. □applicable √ not applicable (V)Other significant events need to be explained 1.Securities investment □applicable √ not applicable 2. Derivative Investment □applicable √ not applicable 3.Particulars about derivatives investment held at the end of report period □applicable √ not applicable 4. The registration form of acceptance of investigation, communication and interview in the report period for future reference Date Place Mode Type Visitor Content of discussion and materials provided Shrinkage of CRT industry and whether it is possible to exchange this business for existing glass substrate July 4, 2012 Telephone Individual production line in Shijiazhuang and distribute bonus shares to stimulate stock price July 9, 2012 Telephone Individual Earnings for the first half of 2012 Progress of secondary offering and projects planned July 18, 2012 Telephone Individual to use raised proceeds July 30,2012 Telephone Individual Reason for the wholly-owned subsidiary's application for high comprehensive credit limit, fall 6 石家庄宝石电子玻璃股份有限公司 2012 年第三季度报告摘要 of stock price in secondary market Earnings for the third quarter, G5 glass substrate September24, 2012 Telephone Individual business 5.Issue of corporate bond Have the company issued any corporate bond □Yes √ No Shijiazhuang Baoshi Electronic Glass Co., Ltd. Board chairman:Li Zhaoting Date of submitting approved by the Board :October 29,2012 7