WUXI LITTLE SWAN COMPANY LIMITED THE THIRD QUARTERLY REPORT FOR 2012 I. Important Notes The Board of Directors, the Supervisory Committee, directors, supervisors and senior management of Wuxi Little Swan Company Limited (hereinafter referred to as “the Company”) warrant that this report does not contain any false or misleading statements or omit any material facts and will take individual and/or joint responsibility for the authenticity, accuracy and completeness of all contents set forth herein. All directors attended the board session for reviewing this report. Chairman of the Board Mr. Fang Hongbo, General Manager Mr. Chai Xinjian, CFO Ms. Xiao Li and Chief of the Financial Department Mr. Zhong Fangliu hereby confirm that the financial report enclosed in the third quarterly report is true and complete. II. Company Profile (I)Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? □ Yes √ No □ Inapplicable 30 Sept. 2012 31 Dec. 2011 Increase/decrease (%) Total assets (RMB Yuan) 8,431,600,651.87 9,145,185,476.94 -7.8% Owners’ equity attributable to shareholders of the Company 3,626,318,818.11 3,441,144,937.45 5.38% (RMB Yuan) Share capital (share) 632,487,764.00 632,487,764.00 0% Net assets per share attributable to shareholders of 5.73 5.44 5.38% the Company (RMB Yuan/share) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2012 Jan.-Sept. 2012 (%) (%) Gross operating revenues 1,473,789,609.57 -43.71% 4,575,118,340.72 -51.15% (RMB Yuan) Net profit attributable to shareholders of the Company 95,335,283.53 -32.84% 311,563,419.10 -26.22% (RMB Yuan) Net cash flow from operating -- -- 646,968,839.81 -14.84% activities (RMB Yuan) Net cash flow per share from operating activities (RMB -- -- 1.02 -14.84% Yuan/share) Basic EPS (RMB Yuan/share) 0.15 -33.16% 0.49 -26.61% Diluted EPS (RMB 0.15 -33.16% 0.49 -26.61% Yuan/share) Weighted average ROE (%) 2.66% -1.38% 8.66% -4.26% Weighted average ROE after deducting non-recurring gains 2.50% -0.05% 8.12% -2.47% and losses (%) 1 Items of non-recurring gains and losses √Applicable □Inapplicable Item Amount during Jan.-Sept. 2012 (RMB Yuan) Notes Gains and losses on disposal of non-current assets 8,570,868.84 Tax rebate, reduction or exemption due to un-authorized approval or the lack of formal approval documents Government grants recognized in the current year, except for those acquired in the ordinary course of business or granted at 8,820,659.41 certain quotas or amounts according to the country’s unified standards Capital occupation fees received from non-financial enterprises that are included in current gains and losses Gains generated when the investment costs of the Company’s acquiring subsidiaries, associates and joint ventures are less than the fair value of identifiable net assets in the investees attributable to the Company in the acquisition of the investments Exchange gains and losses of non-monetary assets Gains and losses through entrusting others to invest or manage assets Various asset impairment provisions due to acts of God such as natural disasters Gains and losses on debt restructuring Enterprise reorganization expenses, such as expenses on employee settlement and integration Gains and losses on the parts exceeding the fair value when prices of transactions become unfair Net current gains and losses from the period-begin to the combination date of subsidiaries due to business combinations under the same control Gains and losses on contingent matters which are irrelevant to the normal operation of the Company Gains and losses on fair value changes of transactional financial assets and liabilities, and investment gains on disposal of transactional financial assets and liabilities and available-for-sale financial assets, except for the effective hedging business related to the Company’s normal operation Reversal of impairment provisions for accounts receivable which are separately tested for impairment signs Gains and losses on entrustment loans from external parties Gains and losses on fair value changes of investing properties for which the fair value method is adopted for subsequent measurement Current gain and loss effect due to a just-for-once adjustment to current gains and losses according to requirements of taxation and accounting laws and regulations Custodian fee income from entrusted operations with the Company Other non-operating incomes and expenses besides the items 7,478,592.43 above Other gain and loss items that meet the definition of non-recurring gains and losses Minority interests effects -1,768,335.74 Income tax effects -3,589,822.97 Total 19,511,961.97 -- 2 “Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and loss items recognized as recurring gain and loss items according to the natures and characteristics of the Company’s normal business Involved amount (RMB Item Notes Yuan) (II)Total number of shareholders and top 10 shareholders at the period-end Total number of shareholders 39,046 Particulars about shares held by the top ten shareholders holding tradable shares Number of tradable Type and number of shares Name of shareholder shares held at period-end Type Number Domestically listed GAOLING FUND,L.P. 51,908,407 51,908,407 foreign shares FINANCE BUREAU OF WUXI 22,057,657 RMB ordinary shares 22,057,657 Domestically listed BOCI SECURITIES LIMITED 20,976,486 20,976,486 foreign shares Domestically listed GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED 13,011,997 13,011,997 foreign shares NATIONAL SOCIAL SECURITY FUND PORTFOLIO 102 11,974,678 RMB ordinary shares 11,974,678 SUN HUNG KAI INVESTMENT SERVICES Domestically listed 6,986,181 6,986,181 LTD-CUSTOMERS A/C foreign shares CHINA CONSTRUCTION BANK-PENGHUA VALUE 6,933,828 RMB ordinary shares 6,933,828 ADVANCED STOCK FUND CHINA CONSTRUCTION BANK-CHINAAMC GLOBAL 6,385,623 RMB ordinary shares 6,385,623 SELECTED STOCK FUND GD MIDEA HOLDING CO., LTD. 6,319,556 RMB ordinary shares 6,319,556 Domestically listed UBS CUSTODY SERVICES SINGAPORE PTE. LTD. 5,965,705 5,965,705 foreign shares GD MIDEA HOLDING CO., LTD. holds 222,661,571 A-shares of Notes of particulars of shareholders the Company, of which 6,319,556 shares are tradable shares. III. Significant Events (I)Significant changes in major accounting data, financial highlights and reasons for these changes √Applicable □Inapplicable This period Increase/decr Statement items This period Last period minus last Reasons ease (%) period Transactional Foreign exchange forward contracts reached 28.12 429.23 -401.11 -93% financial assets maturity. Mature notes were settled and endorsed payments Notes receivable 155,633.04 275,792.40 -120,159.35 -44% were made. Inventory 113,512.96 80,940.07 32,572.89 40% Due to the production and sale cycle Production molds were amortized and the value Other current assets 4,474.65 11,205.27 -6,730.62 -60% decreased. Available-for-sale Fair value changes of available-for-sale financial 17.64 28.46 -10.82 -38% financial assets assets 3 Construction in The foundation work of the industrial park is in 427.13 - 427.13 process progress. Long-term deferred Production molds were amortized and the value 3,474.85 5,275.49 -1,800.64 -34% expenses decreased. Short-term - 696.15 -696.15 -100% Mature borrowings were paid off. borrowings Taxes and fares -3,276.29 146.39 -3,422.67 -2338% Due to the production and sale cycle payable Dividends for 2011 were paid in this period and Dividend payable 371.02 283.81 87.21 31% some shareholders were unpaid. Deferred income tax The fair value of transactional and available-for-sale 5.36 67.15 -61.79 -92% liabilities financial assets decreased. Affected by the industry and market environment, Operating revenues 457,511.83 936,577.16 -479,065.33 -51% the sales volume decreased. Decreased along with the decrease of the sales Operating costs 356,685.50 782,325.23 -425,639.74 -54% income Administrative The Company reduced operating risks and enhanced 18,888.64 31,242.09 -12,353.45 -40% expenses cost control. Financial expenses -5,190.64 197.56 -5,388.20 -2727% Increase of saving interest income Asset impairment Accounts receivable decreased over the same period -472.14 2,385.29 -2,857.43 -120% loss of last year. Gains on fair value Gains on fair value changes of foreign exchange -401.11 877.74 -1,278.85 -146% changes forward contracts decreased. In the same period of last year, there were some Investment income 535.70 6,500.87 -5,965.17 -92% gains on subsidiary disopsal. Non-operating Governmental subsidies and gains on fixed asset 2,750.17 曎z 6,008.08 -3,257.91 -54% income disposal both decreased. Non-operating Local fees decreased accordingly as the sales 539.94 1,165.81 -625.87 -54% expense income decreased. Income tax 5,043.42 11,556.92 -6,513.50 -56% Decreased along with the total profit Minority shareholder Profit from non-wholly-funded subsidiaries 1,296.10 7,667.75 -6,371.65 -83% income decreased on a year-on-year basis. Other Translation difference of foreign-currency comprehensive 10.80 -138.30 149.10 108% statements decreased. income Net cash flows from -10,103.99 -15,721.43 5,617.44 36% Cash paid to acquire fixed assets decreased. investing activities Net cash flows from -12,562.01 -7,532.12 -5,029.89 -67% Cash paid for dividends increased. financing activities (II)Progress of significant events and its influence, as well as the analysis and explanation on solutions 1. About non-standard audit opinion □Applicable √Inapplicable 2. The Company offers capital to the controlling shareholder or its related parties or provides external guarantees in violation of the prescribed procedures. □Applicable √Inapplicable 4 3. Signing and execution of significant contracts concerning routine operation □Applicable √Inapplicable 4. Others □Applicable √Inapplicable (III)Commitments of the Company or shareholders with an over 5% shareholding made in or carried down into the reporting period √Applicable □Inapplicable Time Com of Period mit makin of Fulfil Commitment ment Contents g commi lment mak commi tment er tment Cont Where the controlling shareholder GD Midea Holding Co., Ltd. (Midea Holding) In the rolli plans to sell the Company’s shares released from trading moratorium held by it via proce 28 Commitment on ng the bid trading system of the Shenzhen Stock Exchange, and Midea Holding ss of Feb. share reform shar decreases over 5% shares within six months since the first reduction of holdings, imple 2008 ehol Midea Holding will disclose the suggestive announcement on share selling through menta der the Company two trading days before its first reduction of holdings. tion 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. Cont 3. As for the commitment for regulating related-party transactions, GD rolli Midea Holding (the controlling shareholder) and Mr. He Xiangjian (the actual ng controller) have promised that when there are inevitable related-party transactions shar In the Commitment in or such transaction incurred with rational reasons after the completion of the ehol proce the acquisition transaction, they will follow the fair, reasonable and market principles in der 1 Dec. ss of report or the formulating and signing relevant agreements on such related-party transactions and and 2010 imple report on equity ensure that no harm will be done to interests of the Company and other actu menta changes shareholders. Where GD Midea Holding and Mr. He Xiangjian act against the al tion promise above and damage interests of the Company and other shareholders, they cont will assume liabilities for compensation according to relevant provisions. rolle r 4. As for the commitment on independence, GD Midea Holding has promised to protect Little Swan’s independence in terms of assets, staff, finance, organization and business. 5. As for the commitment on related-party deposits and borrowings, up to 8 Apr. 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 5 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 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. Commitments made in an asset exchange Commitments made in share issuance Other commitments made to minority shareholders Executed timely √Yes □No □Inapplicable or not? Detailed reason for failing to Inapplicable execute and the next plan Make commitments on √Yes □No □Inapplicable causing the problems of 6 horizontal competition and related-party transactions or not? Settlement period Naught of commitment When the Company’s controlling shareholder and actual controller remains unchanged, GD 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 Way of settlement with the Company; when there are inevitable related-party transactions or such transaction incurred with rational reasons, 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. Fulfillment of Fulfilled strictly commitment (IV)Predict the 2012 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable (V)Other significant events that need to be explained 1. Securities investment □Applicable √Inapplicable 2. Investments in derivatives √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 Analysis on risks and control measures of business, hedging loss and contract breach risk may incur. derivative products held in the reporting period Counter-measures: The Company will not carry out speculative trading in its (including but not limited to market risk, futures hedging business and foreign exchange funds business. And the Company liquidity risk, credit risk, operation risk, law will stick to the principle of being prudent in operations. As for the futures risk, etc.) hedging business, the hedging volume should be determined and futures trading applications should be filed in strict accordance with production and operation needs. In principle, the hedging volume shall not exceed one third of the planned volume for the year. And a stop-loss mechanism is adopted. Guarantee deposits are paid as required and increased according to production and operation needs. As for the foreign exchange funds business, a from-the-bottom-up management mechanism is adopted. When subsidiaries or 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 7 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. 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 invested derivatives. The Company adopts public quotations in the futures market or forward foreign And the analysis on the fair value of the exchange quotations declared by the People’s Bank of China in its analysis on fair derivatives should include the specific use values of derivative products. methods and the relevant assumptions and parameters. Whether significant changes occurred to the Company’s accounting policy and specific accounting principles of derivatives in the No significant changes. reporting period compared to the previous reporting period Independent directors of the Company believe that: 1. the Company has formulated the Management Methods for Exchange Funds and the Management Methods for Futures Hedging Business as well as other derivatives investment systems, so as to effectively control the derivatives investment risks; 2. the Company’s derivatives investment business for the reporting period has fulfilled relevant approval procedures, and is conducted in strict accordance with the Specific opinion from independent directors on approval amount limit and ways of Shareholders’ General Meeting; 3. the the Company’s derivatives investment and risk Company’s derivatives investment business for the reporting period mainly control focuses on export business, and it adopts the way of signing forward foreign exchange contract, which benefits the Company to lock exchange rate and avoid exchange rate fluctuation risk; it has no speculative operations and performance risk; the periods for all transaction are basically within one year, and all transactions are operated according to the receivables and payables budget of the Company, so there is no influence on the Company’s liquidity. 3. Derivative investments held at the period-end √Applicable □Inapplicable Proportion of the closing Opening contract amount Closing contract amount Gain or loss in the contract amount in the Type of contract (RMB Yuan) (RMB Yuan) reporting period closing net assets of the Company (%) Forward foreign 234,646,900.00 75,514,400.00 1,118,300.00 1.81% exchange contracts Total 234,646,900.00 75,514,400.00 1,118,300.00 1.81% 8 4. Researches, visits and interviews received in the reporting period Main discussion and Place of Way of Time of reception Visitor type Visitor materials provided reception reception by the Company Barclays Capital Asia Limited, Dodge Meeting Room Field Overall operation of 19 Sept. 2012 Institution &Cox, Jupiter Asset Management, of the Company research the Company Food Asset management 5. Corporate bonds issued Any corporate bonds issued? □ Yes √ No IV. Appendix (I) Financial statements Consolidated statements or not? √ Yes □ No □ Inapplicable The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified. 1. Consolidated balance sheet Prepared by Wuxi Little Swan Company Limited Unit: RMB Yuan Items Balance as at 30 Sept. 2012 Balance as at 30 Jun. 2012 Current Assets: Monetary funds 2,832,101,839.20 2,415,450,351.24 Settlement reserves Intra-group lendings Transactional financial assets 281,200.00 4,292,300.00 Notes receivable 1,556,330,441.58 2,757,923,958.94 Accounts receivable 850,373,366.08 929,389,061.45 Accounts paid in advance 208,297,862.34 250,051,980.25 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 19,841,041.70 15,548,447.50 Financial assets purchased under agreements to resell Inventories 1,135,129,579.63 809,400,728.98 Non-current assets due within 1 year Other current assets 44,746,485.44 112,052,669.26 Total current assets 6,647,101,815.97 7,294,109,497.62 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 176,400.00 284,592.00 9 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 5,903,024.89 5,838,851.75 Investing property 5,097,884.73 5,242,947.48 Fixed assets 1,320,444,706.36 1,365,332,660.33 Construction in progress 4,271,268.42 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 311,042,262.54 316,860,016.08 R&D expense Goodwill Long-term deferred expenses 34,748,502.11 52,754,858.43 Deferred income tax assets 102,814,786.85 104,762,053.25 Other non-current assets Total of non-current assets 1,784,498,835.90 1,851,075,979.32 Total assets 8,431,600,651.87 9,145,185,476.94 Current liabilities: Short-term borrowings 6,961,486.36 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable 1,316,925,529.74 1,539,319,483.44 Accounts payable 2,163,203,817.13 2,815,488,171.38 Accounts received in advance 508,205,936.68 485,754,049.80 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 119,684,349.96 135,480,654.26 Tax payable -32,762,866.74 1,463,883.21 Interest payable Dividend payable 3,710,206.21 2,838,070.21 Other accounts payable 156,627,568.24 165,405,271.16 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 year Other current liabilities Total current liabilities 4,235,594,541.22 5,152,711,069.82 Non-current liabilities: Long-term borrowings Bonds payable 10 Long-term payables Specific payables Estimated liabilities 25,496,171.77 20,152,637.08 Deferred income tax liabilities 53,595.00 671,488.80 Other non-current liabilities 7,292,450.00 6,621,250.00 Total non-current liabilities 32,842,216.77 27,445,375.88 Total liabilities 4,268,436,757.99 5,180,156,445.70 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 632,487,764.00 632,487,764.00 Capital reserves 1,096,065,351.31 1,096,157,314.51 Less: Treasury stock Specific reserves Surplus reserves 249,433,912.28 249,433,912.28 Provisions for general risks Retained profits 1,650,676,375.07 1,465,610,508.78 Foreign exchange difference -2,344,584.55 -2,544,562.12 Total equity attributable to owners of the 3,626,318,818.11 3,441,144,937.45 Company Minority interests 536,845,075.77 523,884,093.79 Total owners’ (or shareholders’) equity 4,163,163,893.88 3,965,029,031.24 Total liabilities and owners’ (or 8,431,600,651.87 9,145,185,476.94 shareholders’) equity Legal representative: Mr. Fang Hongbo Person-in-charge of the accounting work: Ms. Xiao Li Chief of the accounting division: Mr. Zhong Fangliu 2. Balance sheet of the Company Prepared by Wuxi Little Swan Company Limited Unit: RMB Yuan Item Balance as at 30 Sept. 2012 Balance as at 30 Jun. 2012 Current Assets: Monetary funds 1,922,756,003.14 1,550,043,784.36 Transactional financial assets 33,700.00 2,668,300.00 Notes receivable 752,436,890.07 1,764,588,946.47 Accounts receivable 670,689,460.19 707,158,935.38 Accounts paid in advance 280,080,505.12 338,046,007.02 Interest receivable Dividend receivable Other accounts receivable 13,881,813.21 11,930,349.24 Inventories 656,743,447.09 449,255,444.14 Non-current assets due within 1 year Other current assets 31,001,292.92 75,984,449.98 Total current assets 4,327,623,111.74 4,899,676,216.59 Non-current assets: Available-for-sale financial assets 176,400.00 284,592.00 Held-to-maturity investments 11 Long-term accounts receivable Long-term equity investment 1,669,647,103.96 1,669,582,930.82 Investing property 5,097,884.73 5,242,947.48 Fixed assets 612,615,370.93 630,160,566.16 Construction in progress 454,668.42 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 107,618,222.69 109,720,754.23 R&D expense Goodwill Long-term deferred expenses 33,115,106.82 46,948,131.13 Deferred income tax assets 51,601,439.78 61,626,184.39 Other non-current assets Total of non-current assets 2,480,326,197.33 2,523,566,106.21 Total assets 6,807,949,309.07 7,423,242,322.80 Current liabilities: Short-term borrowings Transactional financial liabilities Notes payable 779,935,460.11 1,046,275,176.33 Accounts payable 1,579,376,509.13 1,923,823,612.54 Accounts received in advance 298,403,659.23 385,922,579.96 Employee’s compensation payable 45,100,315.03 42,610,721.50 Tax payable -19,355,315.64 54,075,370.51 Interest payable Dividend payable 3,710,206.21 2,838,070.21 Other accounts payable 183,654,028.09 192,113,998.82 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 2,870,824,862.16 3,647,659,529.87 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities 8,002,162.01 1,199,402.08 Deferred income tax liabilities 16,470.01 427,888.80 Other non-current liabilities 900,000.00 1,200,000.00 Total non-current liabilities 8,918,632.02 2,827,290.88 Total liabilities 2,879,743,494.18 3,650,486,820.75 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 632,487,764.00 632,487,764.00 Capital reserves 1,258,117,406.54 1,258,209,369.74 Less: Treasury stock Specific reserves 12 Surplus reserves 236,783,768.38 236,783,768.38 Provisions for general risks Retained profits 1,800,816,875.97 1,645,274,599.93 Foreign exchange difference Total owners’ (or shareholders’) equity 3,928,205,814.89 3,772,755,502.05 Total liabilities and owners’ (or 6,807,949,309.07 7,423,242,322.80 shareholders’) equity Legal representative: Mr. Fang Hongbo Person in-charge of the accounting work: Ms. Xiao Li Chief of the accounting division: Mr. Zhong Fangliu 3. Consolidated income statement for the reporting period Prepared by Wuxi Little Swan Company Limited Unit: RMB Yuan Item Jul.-Sept. 2012 Jul.-Sept. 2011 I. Total operating revenues 1,473,789,609.57 2,618,257,493.85 Including: Sales income 1,473,789,609.57 2,618,257,493.85 Interest income Premium income Handling charge and commission income II. Total operating cost 1,374,306,687.61 2,475,096,367.66 Including: Cost of sales 1,112,974,410.55 2,211,452,501.32 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 8,542,279.13 3,008,780.65 Selling and distribution expenses 216,375,597.77 169,011,614.80 Administrative expenses 65,261,521.75 72,438,775.04 Financial expenses -21,366,401.26 863,796.20 Asset impairment loss -7,480,720.33 18,320,899.64 Add: Gain/(loss) from change in fair value 281,200.00 -2,911,679.94 (“-” means loss) Gain/(loss) from investment (“-” 294,185.63 35,396,790.78 means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 100,058,307.59 175,646,237.04 Add: non-operating income 8,440,955.85 24,267,030.60 Less: non-operating expense 1,711,969.16 3,125,146.26 13 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 106,787,294.28 196,788,121.38 Less: Income tax expense 16,405,085.55 31,133,827.49 V. Net profit (“-” means loss) 90,382,208.73 165,654,293.89 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the 95,335,283.53 141,943,072.46 Company Minority shareholders’ income -4,953,074.81 23,711,221.43 VI. Earnings per share -- -- (I) Basic earnings per share 0.15 0.22 (II) Diluted earnings per share 0.15 0.22 VII. Other comprehensive incomes 36,326.82 -636,603.93 VIII. Total comprehensive incomes 90,418,535.55 165,017,689.96 Attributable to owners of the 95,371,610.36 141,306,468.54 Company Attributable to minority shareholders -4,953,074.81 23,711,221.42 Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before the business mergers was RMB 0. Legal representative: Mr. Fang Hongbo Person in-charge of the accounting work: Ms. Xiao Li Chief of the accounting division: Mr. Zhong Fangliu 4. Income statement of the Company for the reporting period Prepared by Wuxi Little Swan Company Limited Unit: RMB Yuan Item Jul.-Sept. 2012 Jul.-Sept. 2011 I. Total sales 1,013,933,264.74 1,420,570,178.96 Less: cost of sales 700,993,561.56 1,248,466,197.71 Business taxes and surcharges 3,977,493.09 Distribution expenses 165,040,093.01 59,199,717.69 Administrative expenses 36,581,382.90 40,007,288.27 Financial costs -15,244,321.67 140,531.57 Impairment loss -1,489,990.46 -68,462,890.25 Add: gain/(loss) from change in fair value 33,700.00 -2,284,437.56 (“-” means loss) Gain/(loss) from investment (“-” means 13,285.62 31,795,991.51 loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 124,122,031.94 170,730,887.93 Add: non-business income 4,981,749.12 9,185,864.19 Less: non-business expense 1,287,694.69 3,366,553.29 Including: loss from non-current asset disposal III. Total profit (“-” means loss) 127,816,086.37 176,550,198.83 Less: income tax expense 19,172,412.95 26,482,529.83 14 IV. Net profit (“-” means loss) 108,643,673.42 150,067,669.00 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income -43,982.40 -53,978.40 VII. Total comprehensive income 108,599,691.02 150,013,690.60 Legal representative: Mr. Fang Hongbo Person in-charge of the accounting work: Ms. Xiao Li Chief of the accounting division: Mr. Zhong Fangliu 5. Consolidated income statement from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Wuxi Little Swan Company Limited Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Total operating revenues 4,575,118,340.72 9,365,771,616.38 Including: Sales income 4,575,118,340.72 9,365,771,616.38 Interest income Premium income Handling charge and commission income II. Total operating cost 4,223,607,892.39 8,873,452,118.62 Including: Cost of sales 3,566,854,991.74 7,823,252,342.62 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 24,274,034.12 18,817,214.73 Selling and distribution expenses 500,220,233.73 693,133,218.92 Administrative expenses 188,886,422.93 312,420,908.49 Financial expenses -51,906,392.02 1,975,566.89 Asset impairment loss -4,721,398.11 23,852,866.97 Add: Gain/(loss) from change in fair value -4,011,100.00 8,777,385.90 (“-” means loss) Gain/(loss) from investment (“-” 5,356,978.26 65,008,690.75 means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 352,856,326.59 566,105,574.41 Add: non-operating income 27,501,683.28 60,080,831.42 Less: non-operating expense 5,399,416.28 11,658,099.15 Including: loss from non-current asset 15 disposal IV. Total profit (“-” means loss) 374,958,593.59 614,528,306.68 Less: Income tax expense 50,434,192.50 115,569,220.15 V. Net profit (“-” means loss) 324,524,401.09 498,959,086.53 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the 311,563,419.10 422,281,555.25 Company Minority shareholders’ income 12,960,981.99 76,677,531.28 VI. Earnings per share -- -- (I) Basic earnings per share 0.49 0.67 (II) Diluted earnings per share 0.49 0.67 VII. Other comprehensive incomes 108,014.36 -1,382,992.42 VIII. Total comprehensive incomes 324,632,415.45 497,576,094.11 Attributable to owners of the 311,671,433.46 420,898,562.83 Company Attributable to minority shareholders 12,960,981.99 76,677,531.28 Where business mergers under the same control occurred from 1 Jan. 2012 to 30 Sept. 2012, the net profit achieved by the merged parties before the business mergers was RMB 0. Legal representative: Mr. Fang Hongbo Person in-charge of the accounting work: Ms. Xiao Li Chief of the accounting division: Mr. Zhong Fangliu 6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Wuxi Little Swan Company Limited Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Total sales 2,909,107,810.99 5,924,077,774.14 Less: cost of sales 2,166,587,179.72 5,107,724,283.40 Business taxes and surcharges 16,671,668.22 7,417,194.31 Distribution expenses 348,600,437.79 377,350,080.42 Administrative expenses 109,141,723.73 193,482,465.37 Financial costs -40,419,972.40 894,144.24 Impairment loss -1,503,842.51 -56,256,756.00 Add: gain/(loss) from change in fair value -2,634,600.00 6,558,918.00 (“-” means loss) Gain/(loss) from investment (“-” means 3,241,278.25 104,113,088.77 loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 310,637,294.69 404,138,369.17 Add: non-business income 17,087,896.34 26,993,711.46 Less: non-business expense 4,512,357.11 10,040,628.89 Including: loss from non-current asset disposal III. Total profit (“-” means loss) 323,212,833.92 421,091,451.74 Less: income tax expense 41,173,005.09 70,376,416.45 IV. Net profit (“-” means loss) 282,039,828.83 350,715,035.29 16 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income -91,963.20 -45,981.60 VII. Total comprehensive income 281,947,865.63 350,669,053.69 Legal representative: Mr. Fang Hongbo Person in-charge of the accounting work: Ms. Xiao Li Chief of the accounting division: Mr. Zhong Fangliu 7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Wuxi Little Swan Company Limited Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Cash flows from operating activities: Cash received from sale of commodities 4,726,491,546.63 7,072,822,081.65 and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received 122,164,028.80 133,055,441.26 Other cash received relating to operating 81,125,915.46 134,107,933.76 activities Subtotal of cash inflows from operating 4,929,781,490.89 7,339,985,456.67 activities Cash paid for goods and services 3,078,017,111.66 5,148,321,416.37 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends 17 Cash paid to and for employees 336,128,353.42 402,277,932.02 Various taxes paid 262,413,830.49 295,550,308.69 Other cash payment relating to operating 606,253,355.51 734,133,558.80 activities Subtotal of cash outflows from operating 4,282,812,651.08 6,580,283,215.88 activities Net cash flows from operating activities 646,968,839.81 759,702,240.79 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on 5,292,805.12 22,767,064.50 investments Net cash received from disposal of fixed assets, intangible assets and other 6,614,626.30 18,151,988.90 long-term assets Net cash received from disposal of -3,027,789.49 subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing 11,907,431.42 37,891,263.91 activities Cash paid to acquire fixed assets, 112,947,355.47 195,105,572.15 intangible assets and other long-term assets Cash paid for investment Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from investing 112,947,355.47 195,105,572.15 activities Net cash flows from investing activities -101,039,924.05 -157,214,308.24 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 76,635,770.48 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 76,635,770.48 activities Repayment of borrowings 6,961,486.36 75,246,626.25 Cash paid for interest expenses and 118,658,592.00 76,710,330.27 distribution of dividends or profit Including: dividends or profit paid by 15,714,000.00 subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from financing 125,620,078.36 151,956,956.52 activities Net cash flows from financing activities -125,620,078.36 -75,321,186.04 18 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 420,308,837.40 527,166,746.51 equivalents Add: Opening balance of cash and 2,279,653,302.57 2,119,023,194.93 cash equivalents VI. Closing balance of cash and cash 2,699,962,139.97 2,646,189,941.44 equivalents Legal representative: Mr. Fang Hongbo Person in-charge of the accounting work: Ms. Xiao Li Chief of the accounting division: Mr. Zhong Fangliu 8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Wuxi Little Swan Company Limited Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Cash flows from operating activities: Cash received from sale of commodities 3,089,189,408.94 4,586,865,918.86 and rendering of service Tax refunds received 21,382,312.81 42,352,986.54 Other cash received relating to operating 61,646,897.27 31,308,569.29 activities Subtotal of cash inflows from operating 3,172,218,619.02 4,660,527,474.69 activities Cash paid for goods and services 1,901,352,605.16 3,379,149,907.63 Cash paid to and for employees 184,973,898.17 217,830,253.16 Various taxes paid 202,975,442.16 148,011,853.04 Other cash payment relating to operating 338,055,410.80 475,305,167.04 activities Subtotal of cash outflows from operating 2,627,357,356.29 4,220,297,180.87 activities Net cash flows from operating activities 544,861,262.73 440,230,293.82 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on 3,137,105.12 53,166,370.00 investments Net cash received from disposal of fixed assets, intangible assets and other 6,203,160.22 16,635,964.50 long-term assets Net cash received from disposal of 37,500,000.00 subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing 9,340,265.34 107,302,334.50 activities Cash paid to acquire fixed assets, 79,937,012.50 50,804,882.99 intangible assets and other long-term assets Cash paid for investment Net cash paid to acquire subsidiaries and 200,000.00 other business units 19 Other cash payments relating to investing activities Subtotal of cash outflows from investing 79,937,012.50 51,004,882.99 activities Net cash flows from investing activities -70,596,747.16 56,297,451.51 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 76,635,770.48 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 0.00 76,635,770.48 activities Repayment of borrowings 75,246,626.25 Cash paid for interest expenses and 118,658,592.00 60,996,330.27 distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from financing 118,658,592.00 136,242,956.52 activities Net cash flows from financing activities -118,658,592.00 -59,607,186.04 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 355,605,923.57 436,920,559.29 equivalents Add: Opening balance of cash and 1,470,854,364.19 1,492,995,931.54 cash equivalents VI. Closing balance of cash and cash 1,826,460,287.76 1,929,916,490.83 equivalents Legal representative: Mr. Fang Hongbo Person in-charge of the accounting work: Ms. Xiao Li Chief of the accounting division: Mr. Zhong Fangliu (II) Audit report Auditor’s opinion This quarterly Financial Statements was un-audited by a CPAs firm. Wuxi Little Swan Company Limited Legal representative: Mr. Fang Hongbo 22 Oct., 2012 20