WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 §1. Important Notice 1.1 The Board of Directors, the Supervisory Committee, directors, supervisors and other senior management personnel of Wuxi Little Swan Company Limited (hereinafter referred to as “the Company”) hereby guarantee that this report carries no false information, misleading statements or major omissions, and accept, individually and collectively, the responsibility for the factuality, accuracy and completeness of the information set forth herein. 1.2 The Financial Report in the third quarterly report has not been audited by a CPA firm. 1.3 Chairman of the Board Mr. Fang Hongbo, General Manager Mr. Chai Xinjian, CFO Ms. Xiao Li and Person in Charge of Accounting Mr. Zeng Rui hereby confirm that the financial report enclosed in the third quarterly report is true and complete. §2. Company Profile 2.1 Main accounting data and financial indexes Unit: RMB Yuan As at 30 Sept. 2011 As at 31 Dec. 2010 Increase/decrease (%) Total assets (Yuan) 10,835,450,712.38 8,001,576,321.32 35.42% Owners’ equity attributable to shareholders of 3,414,130,762.18 3,056,480,975.76 11.70% listed company (Yuan) Share capital (Share) 632,487,764.00 632,487,764.00 0.00% Net assets per share attributable to 5.40 4.83 11.70% shareholders of listed company (Yuan /share) Increase/decrease Increase/decrease Jul.-Sept. 2011 Jan.-Sept. 2011 year-on-year (%) year-on-year (%) Total operation income (Yuan) 2,618,257,493.85 -7.79% 9,365,771,616.38 12.16% Net profit attributable to shareholders of listed 141,943,072.46 3.69% 422,281,555.25 9.50% company (Yuan) Net cash flows generated from operating - - 759,702,240.79 -31.36% activities (Yuan) Net cash flows per share generated from - - 1.20 -31.36% operating activities (Yuan /share) Basic earnings per share (Yuan /share) 0.22 3.69% 0.67 9.50% Diluted earnings per share (Yuan /share) 0.22 3.69% 0.67 9.50% Weighted average return on net assets (%) 12.92% -1.14% Weighted average return on net assets after 10.59% -1.18% deducting extraordinary gains and losses (%) Note: The increase / decrease ratio year-on-year in the above table has been produced on the basis of the consolidation scope comprising Hefei Royalstar Washing Equipment Manufacturing Co., Ltd.. Items of non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Yuan Items of non-recurring gains and losses Amount Notes (If applicable) Gains and losses from disposal of non-current assets 56,463,364.67 Government subsidies measured into the current period gain and loss, excluding those government subsidies closely related to the Company’s business that the 31,193,811.66 Company enjoyed continually at the certain standard rating and in conformity with provisions of policies of the State 1 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 Other non-operating income and expenses besides the above items 10,177,415.28 Effect on income tax - 13,682,325.16 Effect on minority interests -7,912,548.94 Total 76,239,717.51 - 2.2 Total number of shareholders at period-end and shareholding of top ten shareholders holding tradable shares Unit: Share Total number of shareholders at the period-end 26,806 Shareholding of top ten shareholders holding tradable shares Number of tradable shares Full name of shareholder Type of share held at period-end GAOLING FUND,L.P. 50,552,162 Domestically listed foreign shares WUXI BUREAU OF FINANCE 22,057,657 RMB ordinary shares BOCI SECURITIES LIMITED 20,976,486 Domestically listed foreign shares ICBC-PENGHUA HIGH QUALITY GOVERNANCE 19,518,553 RMB ordinary shares SECURITIES INVESTMENT FUND (LOF) CHINA CONSTRUCTION BANK—YINHUA WEALTH 12,739,575 RMB ordinary shares THEME STOCK SECURITIES INVESTMENT FUND AGRICULTURAL BANK OF CHINA - PENGHUA 11,172,655 RMB ordinary shares MOTIVITY GROWTH MIXED FUND GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED 10,571,141 Domestically listed foreign shares AGRICULTURAL BANK OF CHINA—BANK OF COMMUNICATIONS SCHRODERS SELECTED STOCK 10,015,215 RMB ordinary shares SECURITIES INVESTMENT FUND BANK OF COMMUNICATIONS-PENGHUA CHINA 50 9,700,000 RMB ordinary shares FUND CHINA CONSTRUCTION BANK - PENGHUA VALUE 6,933,828 RMB ordinary shares ADVANCED STOCK SECURITIES INVESTMENT FUND § 3 Significant Events 3.1 Particulars about major changes of main accounting statement items and financial indexes, as well as reasons for the changes √Applicable □Inapplicable Unit: RMB Yuan Rate of Item 30 Sept. 2011 31 Dec. 2010 Reason for the change change Monetary Cash received due to mature notes receivable in the 2,976,961,141.61 2,215,812,460.40 34% funds reporting period Transactional More forward foreign exchange contracts signed with financial 10,687,957.00 7,778,633.32 37% banks assets Notes 3,411,921,401.63 1,562,503,246.83 118% Increase of sales receivable Accounts 1,196,703,528.82 905,872,836.47 32% Increase of sales receivable Other The Company has not yet been paid for its transfer of 133,606,639.82 13,559,014.95 885% receivables equities of BSW Household Appliances Co., Ltd.. Other current The value of production molds decreased due to 62,202,981.87 129,556,121.17 -52% assets amortization. Long-term The Company transferred equities of BSW equity 5,877,852.40 109,347,118.51 -95% Household Appliances Co., Ltd.. investment Construction Input to production capacity expansion projects of 138,966,368.17 26,005,677.68 434% in process bases in Jingzhou and Hefei More payments with self-issued banker’s acceptance Notes payable 3,070,826,442.50 804,597,930.44 282% bills 2 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 Accounts Impact of the financial environment and the sales received in 202,674,104.12 467,168,360.41 -57% cycle advance Taxes and 45,540,264.92 -23,947,043.15 290% Impact of the production and sales cycle fares payable Deferred Increase of transactional financial assets and fair vale income tax 1,626,956.55 1,198,672.40 36% increase of available-for-sale financial assets liabilities Retained 1,471,108,399.05 1,112,075,620.21 32% Increase of sales profit Foreign-curre ncy statement -2,274,959.81 -937,948.99 -143% Exchange rates moved. translation difference Rate of Item Jan.-Sept. 2011 Jan.-Sept. 2010 Reason for the change change Business The turnover tax increased due to the production and taxes and 18,817,214.73 13,495,611.70 39% sales cycle. surtaxes Selling 693,133,218.92 557,796,647.63 24% Increase of the sales business expense Administrativ Income increased and the administrative cost and 312,420,908.49 223,950,020.29 40% e expense scope expanded accordingly. Financial 1,975,566.89 25,068,970.26 -92% Increase of the income from interest on savings expense Asset The increase of accounts receivable due within one impairment 23,852,866.97 938,547.46 2441% year was greater than the same period of last year. loss Gains on fair Gains on fair value changes of forward foreign 8,777,385.90 5,070,340.00 73% value changes exchange contracts Investment Gains on mature forward foreign exchange contracts 65,008,690.75 1,300,850.71 4897% income and subsidiary disposal Income tax 115,569,220.15 86,788,539.94 33% Increase of profit expense Net cash flows from Cash paid to acquire goods and services increased in 759,702,240.79 1,106,833,248.78 -31% operating the reporting period. activities Net cash flows from Cash paid to acquire fixed assets increased due to the -157,214,308.24 -72,448,875.12 -117% investing Company’s production capacity expansion projects. activities Net cash flows from -75,321,186.04 -2,086,379.76 -3510% Cash paid as dividends increased. financing activities 3.2 Progress and influence of significant events, as well as the analysis on solutions 3.2.1 Non-standard audit opinion □Applicable √Inapplicable 3.2.2 Whether the Company provided funds to the controlling shareholder or its related parties or provided guarantees to external parties in violation of the prescribed procedures □Applicable √Inapplicable 3.2.3 Signing and execution of significant contracts concerning routine operations □Applicable √Inapplicable 3.2.4 Others □Applicable √Inapplicable 3.3 Fulfillment of commitments made by the Company, shareholders and the actual controller Commitments made by the Company, its directors, supervisors, senior executives, shareholders with an over 5% shareholding, actual controller and other stakeholders during the reporting period, or 3 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 such commitments carried down into the reporting period: √Applicable □Inapplicable Commitment Promisor Contents of commitment Implementation Where the controlling shareholder GD Midea Holding Co., Ltd. (Midea Holding) Commitment plans to sell the Company’s shares released from trading moratorium held by it via on share Controlling the bid trading system of the Shenzhen Stock Exchange, and Midea Holding In the process of trading shareholder decreases over 5% shares within six months since the first reduction of holdings, implementation moratorium Midea Holding will disclose the suggestive announcement on share selling through the Company two trading days before its first reduction of holdings. Commitment in the acquisition report or the Naught Naught Naught report on equity changes 1. As for Midea Holding’s commitment on share lock-up, it has committed that it will not transfer Little Swan shares held by it within 36 months since the date when the private share offering deal is closed. 2. As for the commitment of avoiding horizontal competition, Midea Holding (the controlling shareholder) and Mr. He Xiangjian (the actual controller) has promised that, for the period after the said transaction when the Company’s controlling shareholder and actual controller remain unchanged, Midea Holding, Mr. He Xiangjian and other subsidiary companies under their control excluding the Company and the Company’s subordinate companies will not increase business or establish new subsidiary companies engaged in business which is the same with or similar to the Company’s main business or forms substantial horizontal competition with the Company. If they act against the commitment above, profits thus generated will be attributable to the Company. 3. As for the commitment for regulating related-party transactions, GD Midea Holding (the controlling shareholder) and Mr. He Xiangjian (the actual controller) have promised that when there are inevitable related-party transactions or such transaction incurred with rational reasons after the completion of the transaction, they will follow the fair, reasonable and market principles in formulating and signing relevant agreements on such related-party transactions and ensure that no harm will be done to interests of the Company and other shareholders. Where GD Midea Holding and Mr. He Xiangjian act against the promise above and damage interests of the Company and other shareholders, they will assume liabilities for compensation Commitment according to relevant provisions. made in the Controlling 4. As for the commitment on independence, GD Midea Holding has promised to significant shareholder protect Little Swan’s independence in terms of assets, staff, finance, organization and In the process of asset and actual business. implementation reorganizatio controller 5. As for the commitment on related-party deposits and borrowings, up to 8 Apr. n 2010, the Financial Settlement Center of GD Midea Holding had settled all internal deposits and borrowings with Hefei Royalstar Washing Equipment Manufacturing Co., Ltd.; and GD Midea Holding has promised that there will be no more deposits, borrowings or other funds flows incurred between the Financial Settlement Center and Hefei Royalstar Washing Equipment Manufacturing Co., Ltd.. 6. The commitment by GD Midea Holding on housing properties with no ownership certificates of the target company for sale is detailed as follows. Two pieces of the buildings of Royalstar Washing Equipment assessed and sold to the Company are of no ownership certificates—the warehouse for half-finished products (176 square meters) and the workshop for injection molding (834 square meters), both located in the old factory of Royalstar Washing Equipment, Hewa Road, Hefei. GD Midea Holding has promised that if loss occurs due to the said two buildings without ownership certificates in the asset disposal process in the future, it will assume the loss thus caused and make compensation to the Company. 7. The commitment by GD Midea Holding on trademarks is detailed as follows. (1) Concerning the “Midea” trademark: Upon approval and implementation of the equity transfer transaction, GD Midea Holding has promised that it will make sure that Royalstar Washing Equipment uses the “Midea” trademark in a proper manner. Royalstar Washing Equipment will be allowed to use the “Midea” trademark with a trademark use fee not more than that paid by Midea Group (the controlling shareholder of GD Midea Holding) and its subsidiaries (currently 3‰ of the annual sales income generated by products using the “Midea” trademark), and upon negotiation and signing of the “Agreement for Trademark Use”. The related-party 4 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 transactions incurred due to the said use of the “Midea” trademark will be submitted to the decision-making organ of the Company for approval according to the stipulated procedure. As such, interests of the Company and its minority shareholders will be safeguarded. (2) Concerning the “Royalstar” trademark: GD Midea Holding has signed the “Contract for Trademark Use” with Royalstar Group and obtained the ordinary use rights of the “Royalstar” (or “荣事达”) trademark. As the transferor in the transfer transaction of equity interests of Royalstar Washing Equipment, GD Midea Holding has promised that within the scope as agreed in the “Contract for Trademark Use”, if any dispute arises between Royalstar Washing Equipment and Royalstar Group over the former’s execution of the “Contract for Trademark Use”, Little Swan will not be involved. If Royalstar Washing Equipment and Little Swan have to assume any responsibility or loss due to the aforesaid dispute, GD Midea Holding is willing to take on the responsibility instead and make compensations to Royalstar Washing Equipment and Little Swan at full amount. 8. The commitment by GD Midea Holding on social security payment and tax risks is detailed as follows. GD Midea Holding has promised that upon the completion of the said equity transfer deal, if Royalstar Washing Equipment is obliged to take on any responsibility or pay relevant fares as required by relevant government authorities due to its social security payment before the said deal, GD Midea Holding is willing to pay relevant fares for Royalstar Washing Equipment to relevant government authorities in a timely manner and assume any other liability. If any loss thus occurs to Royalstar Washing Equipment or Little Swan, GD Midea Holding is willing to assume relevant responsibilities for compensation. Upon the completion of the said equity transfer deal, if income tax evasion or any other tax risk is found in Royalstar Washing Equipment, GD Midea Holding is willing to assume relevant legal responsibilities and risks and pay relevant taxes in a timely manner to relevant government authorities; and if any loss thus occurs to Little Swan, GD Midea Holding will assume the corresponding responsibility for compensation. 9. The agreement on compensations in relation to earning estimates is detailed as follows. As recognized both by Little Swan and GD Midea Holding, net profits achieved by Royalstar Washing Equipment for 2009, 2010 and 2011 as estimated in the “Asset Evaluation Report” by adopting the income present value method are RMB 65.32 million, 81.52 million and 91.53 million respectively. As such, estimated net profits for 2009, 2010 and 2011 attributable to the holder of the 69.47% equity interests of Royalstar Washing Equipment are RMB 45,377,800, RMB 56,631,900 and RMB 63,585,900 respectively. If Royalstar Washing Equipment achieves actual annual profits less than net annual profits as estimated in the “Asset Evaluation Report” by adopting the income present value method in any year of 2009, 2010 and 2011, the difference thereof will be paid, at the ratio of 69.47% (the ratio of equity interests of Royalstar Washing Equipment sold by GD Midea Holding to Little Swan), by GD Midea Holding to Little Swan in cash. And the corresponding difference will be paid to the bank account designated by Little Swan within 10 working days since the date when the corresponding annual report of Little Swan is disclosed. Commitment made in the Naught Naught Naught issuance Other commitments (including Naught Naught Naught supplementar y ones) 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from year-begin to the end of the next reporting period compared with the same period of last year, as well as explanation on reasons □Applicable √Inapplicable 3.5 Other significant events that need to be explained 3.5.1 Investments into securities √Applicable □Inapplicable Unit: RMB Yuan Serial Short form of Initial Shares held Book value at Proportion in Gains or losses in Securities variety Stock code No. stock investment at period-end total the reporting period 5 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 amount period-end securities (Yuan) (Share) investment at period-end (%) 1 Stock 400038 Huaxin Gaoke 100,300.00 235,200 258,720.00 100.00% 0.00 Other securities investments held at period-end 0.00 - 0.00 0.00% 0.00 Gains/ losses from securities investment sold in the - - - - 0.00 reporting period Total 100,300.00 - 258,720.00 100% 0.00 Explanation on securities investment: Naught 3.5.2 Researches, interviews and visits received in the reporting period Main discussion and Way of Time Place Visitor materials provided by reception the Company Meeting Room 7 Jul. 2011 Field research UBS Securities of the Company Meeting Room 19 Jul. 2011 Field research Bohai Securities of the Company Meeting Room 19 Jul. 2011 Field research Yinhua Fund Management Co., Ltd. of the Company Meeting Room Changjiang Securities, E Fund Management 22 Jul. 2011 Field research of the Company Co., Ltd. Overall operation of the Meeting Room The Government of Singapore Investment Company 26 Jul. 2011 Field research of the Company Corporation Pte Ltd., Deutsche Bank AG Meeting Room 7 Sept. 2011 Field research Great Wall Fund Management Co., Ltd. of the Company Meeting Room 8 Sept. 2011 Field research Ambrosetti (Beijing) Consulting Ltd. of the Company Meeting Room BOC International (China) Limited, GF Fund 9 Sept. 2011 Field research of the Company Management Co., Ltd. 3.6 Investment on derivative products √Applicable □Inapplicable The Company has formulated the Management Methods for Futures Hedging Business and the Management Methods for Exchange Funds upon review to thoroughly assess and control derivative investment risks, which are detailed as follows: 1. Market risk Price movements of bulk raw materials and fluctuations of exchange rates may incur a great market risk in the futures business and the foreign exchange funds business. Meanwhile, if the Company fails to input enough funds in time to create and maintain hedging positions in its futures hedging operations, or fails to input foreign exchanges on time for contract execution in the foreign exchange funds business, hedging loss and contract breach risk may incur. Counter-measures: The Company will not carry out speculative trading in its futures hedging business and foreign exchange funds business. And the Company will stick to the principle of being prudent in operations. As for the futures hedging business, the hedging volume should be Analysis on risks and control determined and futures trading applications should be filed in strict accordance with production measures of derivative products and operation needs. In principle, the hedging volume shall not exceed one third of the planned held in the reporting period volume for the year. And a stop-loss mechanism is adopted. Guarantee deposits are paid as (including but not limited to required and increased according to production and operation needs. As for the foreign exchange market risk, liquidity risk, credit funds business, a from-the-bottom-up management mechanism is adopted. When subsidiaries or risk, operation risk, law risk, etc.) product enterprises file applications for funds business, they will give a risk analysis on conditions or circumstances that might affect gains and losses, estimate the maximum gain and loss, and state the ratio or total amount of guarantee deposits they can bear. And the Company will, according to their applications, update operations in time in its funds business and make funds arrangements before the maturity date. 2. Operation risk The Company may suffer loss in its hedging business and foreign exchange funds business due to faulty internal procedures, staff, systems and external events. Counter-measures: Responsibility division and approval procedures for the hedging and foreign exchange business have been specified in relevant management rules. And a sound supervision mechanism has been established. And operation risk can be effectively reduced by enhancing risk control over procedures for operation, decision-making and trading. 6 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 3. Risk concerning laws and regulations The Company carries out its hedging and foreign exchange business in compliance with applicable laws and regulations, with rights and duties between the Company and agencies being stated clearly. Counter-measures: The Company urges responsible departments to understand better about relevant laws, regulations and market rules; be strict in contract re-checks; make clear relevant rights and duties; and enhance compliance checks to make sure that the Company operates derivative investments in compliance with applicable laws, regulations and the Company’s internal management rules. Changes of market prices or fair values in the reporting period of The gain on the Company’s forward foreign exchange contracts was recognized at RMB 31.48 the invested derivatives. And the million in the reporting period. analysis on the fair value of the The Company adopts public quotations in the futures market or forward foreign exchange derivatives should include the quotations declared by the People’s Bank of China in its analysis on fair values of derivative specific use methods and the products. relevant assumptions and parameters. Whether significant changes occurred to the Company’s accounting policy and specific accounting principles of No significant changes. derivatives in the reporting period compared to the previous reporting period Independent directors of the Company believe that: The hedging business on forward FX settlement and sale launched by the Company for the purposes of avoiding exchange rate Specific opinion from fluctuation risk and control exchange loss is closely related to the Company’s routine operations independent directors on the and in compliance with applicable laws and regulations. Meanwhile, the Company has Company’s derivatives formulated the Management Methods for Exchange Funds and the Management Methods for investment and risk control Futures Hedging Business to enhance risk control. Therefore, the Company is agreed to carry out the said derivatives investments. 3.6.1 Number of derivative products held at the end of the reporting period √Applicable □Inapplicable Unit: RMB Yuan Proportion of the closing Opening contract Closing contract Gain or loss in the Type of contract contract amount in the closing amount amount reporting period net assets of the Company (%) Forward foreign exchange contracts 414,713,090.00 873,147,900.00 31,489,450.40 25.57% Total 414,713,090.00 873,147,900.00 31,489,450.40 25.57% § 4 Attachments 4.1 Balance sheet Prepared by Wuxi Little Swan Company Limited 30 Sept. 2011 Unit: RMB Yuan 30 Sept. 2011 31 Dec. 2010 Items Consolidation The Company Consolidation The Company Current assets: Monetary funds 2,976,961,141.61 2,150,371,933.27 2,215,812,460.40 1,569,023,753.38 Settlement funds Outgoing call loans Transaction financial asset 10,687,957.00 6,558,918.00 7,778,633.32 Notes receivable 3,411,921,401.63 1,629,186,344.19 1,562,503,246.83 1,185,633,571.38 Account receivable 1,196,703,528.82 936,951,685.40 905,872,836.47 588,100,719.26 Prepayment 450,007,783.08 151,336,861.21 357,089,867.91 132,440,302.69 Insurance premium receivables Reinsurance accounts receivable Reinsurance contract reserve receivables Interest receivable Dividend receivable Other accounts receivable 133,606,639.82 130,467,113.08 13,559,014.95 10,953,922.66 7 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 Financial assets purchased under agreements to resell Inventories 782,433,623.41 443,001,610.11 1,050,674,093.84 491,235,367.91 Non-current assets due within 1 year Other current assets 62,202,981.87 40,000,055.13 129,556,121.17 58,455,392.54 Total current assets 9,024,525,057.24 5,487,874,520.39 6,242,846,274.89 4,035,843,029.82 Non-current assets: Loan and payment on other’s behalf disbursed Available-for-sale financial 258,720.00 258,720.00 312,816.00 312,816.00 assets Held to maturity investments Long-term account receivable Long-term equity investment 5,877,852.40 1,669,621,931.47 109,347,118.51 1,621,854,827.58 Investment property Fixed asset 1,233,686,814.27 632,848,955.41 1,196,176,706.65 596,576,900.61 Project in process 138,966,368.17 7,710,713.27 26,005,677.68 5,624,583.36 Engineering material Fixed asset disposal Production biological asset Oil-gas assets Intangible assets 235,605,597.11 110,425,698.96 240,226,821.62 112,562,533.23 Development expense Goodwill Long-term deferred expense 55,005,355.55 48,379,731.97 63,595,950.35 42,367,001.54 Deferred tax assets 141,524,947.64 88,595,501.82 123,064,955.62 74,350,415.21 Other non-current assets Total non-current assets 1,810,925,655.14 2,557,841,252.90 1,758,730,046.43 2,453,649,077.53 Total assets 10,835,450,712.38 8,045,715,773.29 8,001,576,321.32 6,489,492,107.35 Current liabilities: Short-term borrowings 9,320,968.63 9,320,968.63 9,039,354.88 9,039,354.88 Borrowing from central Bank Deposits received and held for others Call loan received Transaction financial liabilities Notes payable 3,070,826,442.50 2,103,945,737.55 804,597,930.44 689,495,306.02 Account payable 3,241,419,115.09 1,771,404,540.85 2,972,319,633.40 2,000,850,684.30 Account received in advance 202,674,104.12 94,902,826.05 467,168,360.41 238,691,673.79 Financial assets sold under agreements to repurchase Handling charges and commission payable Payroll payable 133,555,231.01 49,080,151.31 146,946,246.73 43,287,248.99 Taxes payable 45,540,264.92 32,481,842.77 -23,947,043.15 1,410,002.45 Interest payable Dividend payable 2,838,070.21 2,838,070.21 2,719,702.95 2,669,154.60 Other payables 175,093,751.32 220,928,477.40 84,178,532.28 31,631,524.42 Account due to reinsurance Insurance contract reserve Entrusted trading of securities Entrusted selling of securities Non-current liabilities due within 1 year Other current liabilities Total current liabilities 6,881,267,947.80 4,284,902,614.77 4,463,022,717.94 3,017,074,949.45 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities 14,535,158.52 18,487,799.18 Deferred taxes liabilities 1,626,956.55 1,007,600.71 1,198,672.40 31,877.40 8 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 Other non-current liabilities 8,565,050.00 1,800,000.00 8,024,850.00 1,800,000.00 Total non-current liabilities 24,727,165.07 2,807,600.71 27,711,321.58 1,831,877.40 Total liabilities 6,905,995,112.87 4,287,710,215.48 4,490,734,039.52 3,018,906,826.85 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 632,487,764.00 632,487,764.00 632,487,764.00 632,487,764.00 Capital reserve 1,099,919,945.50 1,258,187,378.54 1,099,965,927.10 1,258,233,360.14 Less:treasury stock Specific reserves Surplus reserves 212,889,613.44 200,239,469.54 212,889,613.44 200,239,469.54 General risk provision Retained earnings 1,471,108,399.05 1,667,090,945.73 1,112,075,620.21 1,379,624,686.82 Foreign exchange difference -2,274,959.81 -937,948.99 Total equity attributable to owners 3,414,130,762.18 3,758,005,557.81 3,056,480,975.76 3,470,585,280.50 of the Company Minority interest 515,324,837.33 454,361,306.04 Total owner’s equity 3,929,455,599.51 3,758,005,557.81 3,510,842,281.80 3,470,585,280.50 Total liabilities and owner’s 10,835,450,712.38 8,045,715,773.29 8,001,576,321.32 6,489,492,107.35 equity 4.2 Income statement for Jul.-Sept. 2011 Prepared by Wuxi Little Swan Company Limited Jul.-Sept. 2011 Unit: RMB Yuan Jul.- Sept. 2011 Jul.- Sept. 2010 Items Consolidation The Company Consolidation The Company I. Total sales 2,618,257,493.85 1,420,570,178.96 2,839,458,029.49 1,728,695,445.84 Including: Sales 2,618,257,493.85 1,420,570,178.96 2,839,458,029.49 1,728,695,445.84 Interests income Premium income Handling charges and commission income II. Total cost of sales 2,475,096,367.65 1,279,350,844.99 2,683,979,417.30 1,668,790,828.77 Including: Cost of sales 2,211,452,501.32 1,248,466,197.71 2,407,013,499.26 1,506,603,185.25 Interests expenses Handling charges and commission income Insurance discharge payment Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 3,008,780.65 3,535,527.30 2,959,641.67 Distribution expenses 169,011,614.80 59,199,717.69 202,997,358.59 107,043,247.16 Administrative expenses 72,438,775.04 40,007,288.27 65,726,228.92 39,013,875.06 Financial costs 863,796.20 140,531.57 5,331,250.09 9,127,160.35 Impairment loss 18,320,899.64 -68,462,890.25 -624,446.86 4,043,719.27 Add: gain/(loss) from change in fair value -2,911,679.94 -2,284,437.56 5,070,340.00 (“-” means loss) Investment income (“-” means loss) 35,396,790.78 31,795,991.51 863,240.78 -352,959.21 Including: income form investment on 25,771,098.00 25,771,098.00 -352,959.21 -352,959.21 affiliated enterprise and jointly enterprise Foreign exchange difference (“-” means loss) III. Operating profit (“-” means loss) 175,646,237.04 170,730,887.92 161,412,192.97 59,551,657.86 Add: non-business income 24,267,030.60 9,185,864.19 35,988,141.92 15,937,999.38 Less: non-business expense 3,125,146.26 3,366,553.29 1,112,467.81 691,348.46 Including: loss from non-current asset 358,847.63 627,500.00 678,516.02 9 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 disposal IV. Total profit (“-” means loss) 196,788,121.38 176,550,198.82 196,287,867.08 74,798,308.78 Less: tax expense 31,133,827.49 26,482,529.82 27,227,778.56 11,219,746.32 V. Net profit (“-” means loss) 165,654,293.89 150,067,669.00 169,060,088.52 63,578,562.46 Attributable to equity holders of parent 141,943,072.46 150,067,669.00 136,896,666.62 63,578,562.46 company Minority interests 23,711,221.43 32,163,421.90 VI. Earnings per share (I) Basic earnings per share 0.22 0.22 (II) Diluted earnings per share 0.22 0.22 Ⅶ. Other composite income -636,603.93 -53,978.40 7,996.80 7,996.80 Ⅷ. Total composite income 165,017,689.96 150,013,690.60 169,068,085.32 63,586,559.26 Attributable to owners of parent company 141,306,468.54 150,013,690.60 136,904,663.42 63,586,559.26 Attributable to minority shareholders 23,711,221.42 32,163,421.90 Where there were business combinations under the same control in this reporting period, the combined parties achieved net profit of RMB 0.00 before the combinations. 4.3 Income statement for Jan.-Sept. 2011 Prepared by Wuxi Little Swan Company Limited Jan.-Sept. 2011 Unit: RMB Yuan Jan.- Sept. 2011 Jan.- Sept. 2010 Items Consolidation The Company Consolidation The Company I. Total sales 9,365,771,616.38 5,924,077,774.14 8,350,029,970.01 4,885,900,812.06 Including: Sales 9,365,771,616.38 5,924,077,774.14 8,350,029,970.01 4,885,900,812.06 Interests income Premium income Handling charges and commission income II. Total cost of sales 8,873,452,118.62 5,630,611,411.74 7,846,947,109.98 4,667,340,037.75 Including: Cost of sales 7,823,252,342.62 5,107,724,283.40 7,025,697,312.64 4,209,327,554.86 Interests expenses Handling charges and commission income Insurance discharge payment Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 18,817,214.73 7,417,194.31 13,495,611.70 11,839,646.30 Distribution expenses 693,133,218.92 377,350,080.42 557,796,647.63 299,977,128.64 Administrative expenses 312,420,908.49 193,482,465.37 223,950,020.29 129,809,462.20 Financial costs 1,975,566.89 894,144.24 25,068,970.26 22,205,536.58 Impairment loss 23,852,866.97 -56,256,756.00 938,547.46 -5,819,290.84 Add: gain/(loss) on change in fair value (“-” 8,777,385.90 6,558,918.00 5,070,340.00 means loss) Gain/(loss) on investment (“-” means loss) 65,008,690.75 104,113,088.77 1,300,850.71 84,650.72 Including: income from investment on 24,693,027.38 49,650.72 49,650.72 associate and jointly-run ventures 24,693,027.38 Gain or loss on foreign exchange difference (“-” means loss) III. Operating profit (“-” means loss) 566,105,574.41 404,138,369.17 509,454,050.74 218,645,425.03 Add: non-business income 60,080,831.42 26,993,711.46 55,913,175.02 22,466,125.38 Less: non-business expense 11,658,099.15 10,040,628.89 12,779,758.58 8,250,377.01 Including: loss from disposal of non-current 2,376,359.89 1,545,566.09 8,187,893.90 6,264,861.01 assets IV. Total profit (“-” means loss) 614,528,306.68 421,091,451.74 552,587,467.18 232,861,173.40 Less: tax expense 115,569,220.15 70,376,416.45 86,788,539.94 34,929,176.01 V. Net profit (“-” means loss) 498,959,086.53 350,715,035.29 465,798,927.24 197,931,997.39 Attributable to equity holders of parent 422,281,555.25 350,715,035.29 385,651,128.61 197,931,997.39 company Minority interests 76,677,531.28 80,147,798.63 10 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 VI. Earnings per share (I) Basic earnings per share 0.67 0.61 (II) Diluted earnings per share 0.67 0.61 Ⅶ. Other composite income -1,382,992.42 -45,981.60 9,996.00 9,996.00 Ⅷ. Total composite income 497,576,094.11 350,669,053.69 465,808,923.24 197,941,993.39 Attributable to owners of the Company 420,898,562.83 350,669,053.69 385,661,124.61 197,941,993.39 Attributable to minority shareholders 76,677,531.28 80,147,798.63 Where there were business combinations under the same control from the year-begin to the period-end, the combined parties achieved net profit of RMB 0.00 before the combinations. 4.4 Cash flow statement for Jan.-Sept. 2011 Prepared by Wuxi Little Swan Company Limited Jan.-Sept. 2011 Unit: RMB Yuan Jan.- Sept. 2011 Jan.-Sept. 2010 Items Consolidation The Company Consolidation The Company 1. Cash flows from operating activities: Cash received from sales of goods or 7,072,822,081.65 4,586,865,918.86 4,950,126,450.04 3,365,927,485.80 rending of services Net increase of deposits received and held for others Net increase of loans from central bank Net increase of call loans from other financial institutions Cash received against original insurance contract Net cash received from reinsurance Net increase of client deposit and investment Net increase of disposal of held-for-trading financial assets Cash received as interest, handling charges and commissions Net increase of call loans Net increase of cash received under repurchasing Tax and fare refunds 133,055,441.26 42,352,986.54 72,385,075.31 25,009,032.96 Other cash received from operating 134,107,933.76 31,308,569.29 102,723,483.10 18,844,253.36 activities Sub-total of cash inflow from 7,339,985,456.67 4,660,527,474.69 5,125,235,008.45 3,409,780,772.12 operating activities Cash paid for goods and services 5,148,321,416.37 3,379,149,907.63 2,698,730,133.59 1,778,099,567.17 Net increase of loans and advances from customers Net increase of deposits in central bank, banks and other financial institutions Cash paid for original contract claims Cash paid for interest, fees and commissions Cash paid for policy dividend Cash paid to and for employees 402,277,932.02 217,830,253.16 312,801,712.80 176,964,144.19 Cash paid for various taxes and fares 295,550,308.69 148,011,853.04 448,753,738.15 234,505,118.21 Other cash paid relating to operating 734,133,558.80 475,305,167.04 558,116,175.13 335,244,634.28 activities Sub-total of cash outflows from 6,580,283,215.88 4,220,297,180.87 4,018,401,759.67 2,524,813,463.85 operating activities Net cash flows from operating 759,702,240.79 440,230,293.82 1,106,833,248.78 884,967,308.27 activities II. Cash Flows from Investing Activities Cash received from investment retractions Cash received from investment income 22,767,064.50 53,166,370.00 21,983,846.70 21,983,846.70 Net cash received from disposal of fixed assets, intangible assets and other 18,151,988.90 16,635,964.50 19,570,960.95 18,993,740.95 long-term assets 11 WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2011 Net cash received from disposal of -3,027,789.49 37,500,000.00 subsidiaries and other operating units Other cash received relating to investing activities Sub-total of cash inflows of investing 37,891,263.91 107,302,334.50 41,554,807.65 40,977,587.65 activities Cash paid for acquisition of fixed assets, intangible assets and other long-term 195,105,572.15 50,804,882.99 102,184,182.77 52,880,368.73 assets Cash paid for acquisition of investments Net increase of pledge loans Net cash paid for acquisition of 200,000.00 11,819,500.00 45,325,000.00 subsidiaries and other operating units Other cash paid relating to investing activities Sub-total of cash outflows of investing 195,105,572.15 51,004,882.99 114,003,682.77 98,205,368.73 activities Net cash flows from investing -157,214,308.24 56,297,451.51 -72,448,875.12 -57,227,781.08 activities III. Cash Flows from Financing Activities: Cash received from investment Including: cash received by subsidiaries from minority shareholders Cash received from borrowings 76,635,770.48 76,635,770.48 Cash received from bonds issuing Other cash received relating to financing activities Sub-total of cash inflows of financing 76,635,770.48 76,635,770.48 activities Cash paid for repayment of borrowings 75,246,626.25 75,246,626.25 1,000,000.00 Cash paid for dividends, profit 76,710,330.27 60,996,330.27 1,086,379.76 298,768.35 distribution or interest Including: dividends or profits paid to 15,714,000.00 minority shareholders by subsidiaries Other cash paid relating to financing activities Sub-total of cash outflows of 151,956,956.52 136,242,956.52 2,086,379.76 298,768.35 financing activities Net cash flows from financing -75,321,186.04 -59,607,186.04 -2,086,379.76 -298,768.35 activities IV. Effect of foreign exchange rate on cash and cash equivalents V. Net decrease in cash and cash 527,166,746.51 436,920,559.29 1,032,297,993.90 827,440,758.84 equivalents Add : Opening amount of cash and 2,119,023,194.93 1,492,995,931.54 1,553,899,535.65 743,637,877.78 cash equivalents VI. Closing balance of cash and cash 2,646,189,941.44 1,929,916,490.83 2,586,197,529.55 1,571,078,636.62 equivalents 4.5 Auditor’s report Audit opinion: Un-audited 12