English Translation for Reference Only Short Form of the Stock: Foshan Electrical & Lighting (A-Share), Yue Electrical & Lighting B (B-Share) Stock Code: 000541 (A-Share), 200541(B-Share) Announcement No.: 2011- Foshan Electrical & Lighting Company Limited Summary of Semi-Annual Report 2011 §1 Important Notes 1.1 The Board of Directors, the Board of Supervisors as well as directors, supervisors and senior management of Foshan Electrical & Lighting 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 joint responsibility for authenticity, accuracy and completeness of all contents set forth herein. The Summary of Semi-Annual Report 2011 is abstracted from the full text of Semi-Annual Report 2011, which is published on the Internet website http://www.cninfo.com.cn in the mean time. Investors are suggested to read the full text to understand more details. 1.2 All other directors than the following ones attended in person the board session for reviewing the semi-annual report. Reason for not attending Name of director Office title Name of proxy the session in person Mr.Joerg Thaele Director On a business trip Director Francis Michael Piscitelli 1.3 The semi-annual financial report of the Company has not been audited by a CPA firm. 1.4 Mr. Zhong Xincai, company principal and concurrently head of the accounting work, and Ms. Wang Shuqiong, chief of the Financial Department (accounting principal) hereby declare that the financial report enclosed in the semi-annual report is true and complete. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. §2 Company Profile 2.1 Basic information Short form of the stock Foshan Electrical & Lighting, Yue Electrical & Lighting B Stock code 000541, 200541 Stock exchange Shenzhen Stock Exchange Company Secretary Securities Affairs Representative Name Zhou Xiangfeng 1 English Translation for Reference Only Contact address 64 Fenjiang North Road, Shancheng District, Foshan Tel. (0757)82966062, 82810239 Fax (0757)82816276 E-mail fsldsh@126.com 2.2 Financial highlights 2.2.1 Major accounting data and financial indexes Unit: RMB Yuan Increase/decrease at the end of this At the end of this At the end of last reporting period compared with the reporting period year end of last year (%) Total assets (Yuan) 3,102,265,236.42 3,128,547,460.46 -0.84% Owners’ equity attributable to shareholders of the 2,627,603,894.11 2,766,913,027.29 -5.03% listed company (Yuan) Share capital (share) 978,563,745.00 978,563,745.00 0.00% Net assets per share attributable to shareholders of 2.69 2.83 -4.95% the listed company (Yuan/share) Reporting period Same period of last (From Jan. to Jun. Increase/decrease year-on-year (%) year 2011) Total operating income (Yuan) 1,095,319,303.24 824,360,344.65 32.87% Operating profit (Yuan) 151,632,304.43 100,391,784.74 51.04% Total profit (Yuan) 147,367,757.98 99,393,710.09 48.27% Net profit attributable to shareholders of the listed 117,867,457.28 80,817,767.96 45.84% company (Yuan) Net profit attributable to shareholders of the listed company after deducting non-recurring gains and 121,278,591.24 77,499,017.69 56.49% losses (Yuan) Basic earnings per share (Yuan/share) 0.12 0.08 50.00% Diluted earnings per share (Yuan/share) 0.12 0.08 50.00% Weighted average ROE (%) 4.39% 3.12% 1.27% Weighted average ROE after deducting 4.52% 2.99% 1.53% non-recurring gains and losses (%) Net cash flows from operating activities (Yuan) 74,468,557.85 75,605,698.73 -1.50% Net cash flows per share from operating activities 0.08 0.08 0.00% (Yuan/share) 2.2.2 Items of non-recurring gains and losses √Applicable □Inapplicable 2 English Translation for Reference Only Unit: RMB Yuan Items of non-recurring gains and losses Amount Note (if applicable) Gains and Losses on disposal of non-current assets -5,125,258.92 Government subsidies accounted into current income account, except for those government subsidies closely related to the Company’s 710,499.98 normal operation business, according with state policies, and sustainably received by quota or ration Gain/loss from change of fair value of transactional asset and liabilities, and investment gains from disposal of transactional financial 14,033.17 assets and liabilities and sellable financial assets, other than valid period value instruments related to the Company’s common businesses Capital occupied from non-financial enterprise recorded into current 165,423.00 gains and losses Other non-operating income and expense except the aforesaid items 150,212.49 Impact on income tax 686,488.26 Other gains and losses accorded with definition of non-current gains -12,531.94 and losses Total -3,411,133.96 - 2.2.3 Difference between PRC GAAP and IFRS √Applicable □Inapplicable Unit: RMB Yuan Net profit attributable to shareholders of the listed Owners’ equity attributable to shareholders of the company listed company Amount in the reporting Amount in the same Closing amount Opening amount period period of last year According to IFRS 117,867,457.28 80,817,767.96 2,627,603,894.11 2,766,913,027.29 According to PRC GAAP 117,867,457.28 80,817,767.96 2,627,603,894.11 2,766,913,027.29 Sub-items adjusted according to IFRS and total: Total difference between 0.00 0.00 0.00 0.00 PRC GAAP and IFRS Explanation on difference between PRC GAAP and No difference IFRS §3 Changes in Share Capital and about Shareholders 3.1 Statement of change in shares √Applicable □Inapplicable Unit: share 3 English Translation for Reference Only Before the change Increase/decrease (+, - ) After the change Turning capital Proportio Bonus Proportio Amount New shares reserves Others Sub-total Amount n (%) shares n (%) into share capital I. Shares subject to 145,690,41 137,286,28 14.89% -8,404,132 -8,404,132 14.03% trading moratorium 7 5 1. Shares held by the state 2. Shares held by state-owned legal entities 3. Shares held by other domestic 4,286,189 0.44% 4,286,189 0.44% investors Including: shares held by domestic 3,942,813 0.40% 3,942,813 0.40% non-state-owned legal entities Shares held by domestic natural 343,376 0.04% 343,376 0.04% persons 4. Shares held by 140,219,81 131,815,68 14.33% -8,404,132 -8,404,132 13.47% foreign investors 7 5 Including: shares 131,815,68 131,815,68 held by foreign legal 13.47% 13.47% 5 5 entities Shares held by foreign natural 8,404,132 0.86% -8,404,132 -8,404,132 0 0.00% persons 5. Shares held by 1,184,411 0.12% 1,184,411 0.12% senior executives II. Shares not subject 832,873,32 841,277,46 to trading 85.11% 8,404,132 8,404,132 85.97% 8 0 moratorium 1. RMB ordinary 616,056,42 616,056,42 62.96% 62.96% shares 3 3 2. Domestically listed 216,816,90 225,221,03 22.16% 8,404,132 8,404,132 23.02% foreign shares 5 7 4 English Translation for Reference Only 3. Overseas listed foreign shares 4. Others 978,563,74 978,563,74 III. Total shares 100.00% 0 0 100.00% 5 5 3.2 Number of shares held by the top ten shareholders and the top ten shareholders holding shares not subject to trading moratorium Unit: share Total number of 165,696 shareholders Particulars about shares held by the top ten shareholders Shareholding Total number of Shares subject to Shares pledged or Name of shareholder Nature of shareholder ratio (%) shares held trading moratorium held frozen OSRAM Holding Co., Foreign corporation (04) 13.47% 131,815,685 131,815,685 0 Ltd. Prosperity Lamps and Foreign corporation (04) 10.50% 102,751,648 0 0 Components Ltd. DBS VICKERS (HONG KONG) LTD Foreign corporation (04) 1.37% 13,405,145 0 0 A/C CLIENTS Taifook Securities Company Foreign corporation (04) 1.12% 10,916,212 0 0 Limited-Account Client EAST ASIA SECURITIES Foreign corporation (04) 0.97% 9,527,080 0 0 COMPANY LIMITED Foreign natural person Zhuang Jianyi 0.86% 8,404,132 0 0 (05) Bank of China-E Fund Shenzhen Stock 100 Funds, wealth Transaction management products 0.71% 6,938,693 0 0 Open-ended Index and others (06) Fund Bank of Funds, wealth China-First-Trust management products 0.61% 5,925,152 0 0 Goodquality Life and others (06) Stock Fund 5 English Translation for Reference Only Industrial and Commercial Bank of Funds, wealth China- Rongtong management products 0.56% 5,524,155 0 0 Shenzhen Stock and others (06) Exchange 100 Index Stock Fund Guangzhou Prosperity Lamps and General domestic 0.50% 4,911,140 0 0 Components Trading cooperation (02) Co., Ltd. Particulars about shares held by the top ten shareholders not subject to trading moratorium Shares not subject to trading moratorium Name of shareholders Type of shares held Prosperity Lamps and Components Ltd. 102,751,648 RMB ordinary share DBS VICKERS (HONG KONG) LTD A/C 13,405,145 Domestically listed foreign share CLIENTS_ Taifook Securities Company Limited-Account 10,916,212 Domestically listed foreign share Client_ EAST ASIA SECURITIES COMPANY 9,527,080 Domestically listed foreign share LIMITED_ Zhuang Jianyi 8,404,132 Domestically listed foreign share Bank of China-E Fund Shenzhen Stock 100 6,938,693 RMB ordinary share Transaction Open-ended Index Fund Bank of China-First-Trust Goodquality Life 5,925,152 RMB ordinary share Stock Fund Industrial and Commercial Bank of China- Rongtong Shenzhen Stock Exchange 100 Index 5,524,155 RMB ordinary share Stock Fund Guangzhou Prosperity Lamps and Components 4,911,140 RMB ordinary share Trading Co., Ltd. Bank of China-Da Cheng Blue Chip Sustaining 4,553,267 RMB ordinary share Stock Fund Explanation on Among the top ten shareholders of the Company, there exists association relationship between Prosperity associated relationship Lamps and Components Limited and Zhuang Jianyi, and they belong to acting-in-concert. Except that, it is among the unknown whether there is any associated relationship among the any other shareholders among the top ten above-mentioned shareholders and among the top ten shareholders not subject to moratorium, or whether there is any shareholders or action-in-concert among them as described by the Administrative Rules on Information Disclosure about acting-in-concert Changing of Shareholding Status. 3.3 Particulars about change of the controlling shareholder and actual controller of the Company 6 English Translation for Reference Only □Applicable √Inapplicable §4. Particulars about Directors, Supervisors and Senior Management 4.1 Particulars about changes in shares held by directors, supervisors and senior management √Applicable □Inapplicable Shares Shares Shares held Of which: Share options increased in decreased in Shares held Reason for Name Office term at restricted held at the current the current at period-end change period-begin shares held period-end period period Chairman of Zhong Xincai Board of Directors 876,206 876,206 657,153 0 & GM Vice Chairman of Liu Xingming Board of Directors 351,280 351,280 263,460 0 & Vice GM Mr.Joerg Thaele (Mr. Director 0 Tai Le) Francis Michael Director 0 Piscitelli (Mr. Pan Dali) Ye Zaiyou Director 0 Independent Liu Zhenping 0 director Independent Dou Linping 0 director Independent Zhang Haixia 0 Director Jiao Zhigang Supervisor 22,880 22,880 17,160 0 Ye Supervisor 20,560 20,560 15,420 0 Zhenghong Yang Xudong Supervisor 3,900 3,900 2,925 0 Zhuang Rujia Supervisor 0 Zhang yingqi Supervisor 0 Xie Qing Vice GM 12,950 12,950 9,150 0 Wei Bin Vice GM 15,684 15,684 11,763 0 7 English Translation for Reference Only Zhao Yong Vice GM 8,700 8,700 6,525 0 Zou Jianping Vice GM 0 Wang CFO 140,013 140,013 105,010 0 Shuqiong Zhou Company 0 Xiangfeng Secretary §5 Report of the Board of Directors 5.1 Main businesses classified by industries or products Unit: RMB Ten thousand Main businesses classified according to industries Year-on-year Year-on-year Year-on-year Operating Gross profit rate increase/decreas increase/decreas increase/decrease Industries or products Operating cost income (%) e of operating e of operating of gross profit income (%) cost (%) rate (%) Lighting appliances and 107,389.86 80,829.78 24.73% 32.83% 31.34% 0.85% lamps Main businesses classified according to products Lighting appliances and 107,389.86 80,829.78 24.73% 32.83% 31.34% 0.85% lamps 5.2 Main businesses classified according to regions Unit: RMB Ten thousand Region Operating income Year-on-year increase/decrease (%) Domestic 68,002.82 39.93% Overseas 39,387.04 22.13% 5.3 Reasons for significant changes in main operations and its structure □Applicable √Inapplicable 5.4 Reasons for significant changes in profitability of main operations (gross profit ratio) than that in the last year □Applicable √Inapplicable 5.5 Analysis to reasons for significant changes in profit breakdown compared with the previous year □Applicable √Inapplicable 5.6 Utilization of the raised proceeds 5.6.1 Utilization of the raised proceeds □Applicable √Inapplicable 5.6.2 Change of projects invested with raised proceeds □Applicable √Inapplicable 5.7 Business plan revised by the Board of Directors for the second half of the 8 English Translation for Reference Only year □Applicable √Inapplicable 5.8 Estimation on accumulative net profit from the beginning of the year to the end of next reporting period to be loss probably or the warning of its significant change compared with the corresponding period of the last year and explanation on reason □Applicable √Inapplicable 5.9 Explanation of the Management Team on “Non-standard Auditors’ Report” from the Certified Public Accountants in the reporting period □Applicable √Inapplicable 5.10 Explanation of the Board of Directors on changes and solutions of the issues involved in “Non-standard Auditors’ Report” from the Certified Public Accountants in the last year □Applicable √Inapplicable §6 Significant Events 6.1 Acquisition and sales of assets and assets restructure 6.1.1 Assets acquired □Applicable √Inapplicable 6.1.2 Assets sold □Applicable √Inapplicable 6.1.3 Progress of these events and its influence on the operating results and financial status in the reporting period after the report on assets restructure or public notice on acquisition and sales of assets being published □Applicable √Inapplicable 6.2 Guarantees □Applicable √Inapplicable 6.3 Credits and liabilities with related parties for non-operating purposes □Applicable √Inapplicable 6.4 Material lawsuits and arbitrations □Applicable √Inapplicable 6.5 Other significant events and explanation on analysis to their influences and solutions □Applicable √Inapplicable 6.5.1 Securities investment √Applicable □Inapplicable Unit: RMB Yuan Number of Proportion in Serial Variety of Code of Abbr. of Initial investment Closing carrying Gain/loss in the shares held the total No. securities securities securities amount amount reporting period at the closing 9 English Translation for Reference Only period-end securities investment amount (%) Other securities investments held at the period-end 5,000,000.00 - 4,824,336.08 100.00% 0.00 Gain/loss on selling securities in the reporting - - - - 13,971.96 period Total 5,000,000.00 - 4,824,336.08 100% 13,971.96 Explanation on securities investments: Other securities investments were wealth management products bought from securities traders, which was reviewed and approved at the board session held on 25 Nov. 2010. The purchase of the said products was in strict compliance with the Management Rules for Securities Investment of the Company. 6.5.2 Equity of other listed companies held by the Company √Applicable □Inapplicable Unit: RMB Yuan Change of Proportion in Gain/loss in Closing owners’ Initial investment the the Accounting Stock Stock code Stock abbr. carrying equity during amount company’s reporting title source amount the reporting total equity period period Available-for- 80,992,172.8 -12,535,654. Additional 601818 Everbright Bank 30,828,816.00 0.06% 0.00 sale financial 0 21 issue assets 80,992,172.8 -12,535,654. Total 30,828,816.00 - 0.00 - - 0 21 6.5.3 Non-operating capital occupation by principal shareholders and its affiliated enterprises and progress of debt repayment □Applicable √Inapplicable 6.5.4 Implementation of commitments made by the Company, as well as its shareholders and 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 such commitments carried down into the reporting period: √Applicable □Inapplicable Commitment Commitments Contents of the commitments Execution maker OSRAM Commitments made by OSRAM Holding Company Limited: 1. Commitments made in Holding No listing or transfer may be taken within 60 months since the Being executed as share reforms Company date when the shares of the Company held by this company obtain promised Limited the trading right [i] or before Dec. 31, 2011 [ii] (taking the earlier 10 English Translation for Reference Only date between [i] and [ii]). Osram would submit Shenzhen Stock Exchange to lock up the said shares in the course of the moratorium of trading right of the aforesaid shares after transfer of the shares. 2. Germany OSRAM Company would purchase the lamp products from FSL in accordance with the clauses of the Purchase Contract on Lamp Products signed between Germany OSRAM Company and FSL on Aug. 31, 2004. 3. As required by FSL, OSRAM should urge Germany OSRAM Company to provide the relevant technology abidance and skill to FSL in accordance with the clauses and conditions negotiated between FSL and Germany OSRAM Company. Commitments made by OSRAM Holding Company Limited and Prosperity Lamps and Components Limited: 1. Within four years after completion of the share reform and transfer procedure, a profit distribution plan would be proposed in the Annual Shareholders’ General Meeting of FSL, and the said two companies would vote the affirmative votes on the plan, in which the proportion of profit distribution would not be less than 65% of profit available for distribution realized by FSL in that year. 2. In order to maintain stability of FSL’s Management Team, OSRAM and Hong Kong Prosperity undertook: they would exercise the voting right in the Board session and the Shareholders’ General Meeting of FSL after the completion of share transfer to support continually Mr. Zhong Xincai to take the post of Chairman of the Board, so as to ensure that the existing management team remained unchanged basically within three years, but under the conditions that the existing management team should not give a poorer performance to produce adverse impact on FSL’s business performance. Commitments made in acquisition reports or reports on equity changes Commitments made in significant asset reorganization Commitments made in share issuance Other commitments (including supplementary ones) 6.5.5 Pre-plan of the Board of Directors for profit distribution or turning capital reserves into share capital 11 English Translation for Reference Only □Applicable √Inapplicable 6.5.6 Items of other comprehensive income Unit: RMB Yuan Item Reporting period Same period of last year 1. Profits/(losses) from available-for-sale financial assets -14,747,828.48 Less: Effects on income tax from available-for-sale -2,212,174.27 financial assets Net amount transferred into profit and loss in the current period that was recognized into other comprehensive income in prior periods Subtotal -12,535,654.21 2. Interests in the investee entities’ other comprehensive income as per equity method Less: Effects on income tax from the interests in the investee entities’ other comprehensive income as per equity method Net amount transferred into profit and loss in the current period that was recognized into other comprehensive income in prior periods Subtotal 3. Profits/(losses) from cash flow hedging instrument Less: Effects on income tax from cash flow hedging instrument Net amount transferred into profit and loss in the current period that was recognized into other comprehensive income in prior period The adjustment value that is the converted initial recognition amount of arbitrage project Subtotal 4. Translation difference of foreign currency financial statements Less: Net value of disposal of oversea operations that were recognized into current profit and loss Subtotal 5. Other Less: Effects on income tax from the others that were included into other comprehensive income Net amount transferred into profit and loss in the current 12 English Translation for Reference Only period that was recognized into other comprehensive income in prior periods Subtotal Total -12,535,654.21 0.00 6.6 Researches, interviews and visits received during the reporting period Main discussion and materials provided Time Place Way of reception Visitor by the Company Production and operation of the 18 Apr. 2011 The Company Filed research Hwabao Securities Company Production and operation of the 28 Apr. 2011 The Company Filed research Sealand Securities Company Production and operation of the 28 Apr. 2011 The Company Filed research SWS Research Company Shenzhen Hengxun Production and operation of the 28 Apr. 2011 The Company Filed research Investment Consulting Company Co., Ltd. Production and operation of the 28 Apr. 2011 The Company Filed research Hongyuan Securities Company Shenzhen Changrun Asset Production and operation of the 28 Apr. 2011 The Company Filed research Management Co., Ltd. Company Minsheng Royal Fund Production and operation of the 28 Apr. 2011 The Company Filed research Management Co., Ltd. Company Guangdong New Value Production and operation of the 28 Apr. 2011 The Company Filed research Investment Co., Ltd. Company Production and operation of the 28 Apr. 2011 The Company Filed research GTJA Allianz Funds Company Production and operation of the 28 Apr. 2011 The Company Filed research Beijing Fuhua Securities Company Production and operation of the 28 Apr. 2011 The Company Filed research GF Securities Company Jiangsu Ruihua Production and operation of the 28 Apr. 2011 The Company Filed research Investment & Company Development Co., Ltd. Production and operation of the 28 Apr. 2011 The Company Filed research Essence Securities Company China Nature Asset Production and operation of the 28 Apr. 2011 The Company Filed research Management Co., Ltd. Company Shenzhen Shangcheng Production and operation of the 28 Apr. 2011 The Company Filed research Asset Management Ltd. Company 13 English Translation for Reference Only Shenzhen Goldstone Asset Production and operation of the 28 Apr. 2011 The Company Filed research Management Ltd. Company Production and operation of the 28 Apr. 2011 The Company Filed research Gao Hua Securities Company 28 Apr. 2011 The Company Filed research Founder Securities Production and operation of the Company and operation of the Production 28 Apr. 2011 The Company Filed research Hwabao Securities Company Tian Hong Asset Production and operation of the 20 May 2011 The Company Filed research Management Co., Ltd. Company Production and operation of the 8 Jun. 2011 The Company Filed research China Securities Co., Ltd. Company §7 Financial Report 7.1 Auditing opinions Financial Report √Un-audited □Audited 7.2 Financial statements 7.2.1 Balance Sheet Prepared by Foshan Electrical and Lighting Co., Ltd. 30 Jun. 2011 Unit: RMB Yuan Closing balance Opening balance Items Consolidation The Company Consolidation The Company Current Assets: Monetary funds 547,799,984.61 290,544,862.94 711,853,632.95 681,198,634.58 Settlement reserves Intra-group lendings Transactional financial assets 4,824,336.08 4,824,336.08 38,287,211.70 5,097,211.70 Notes receivable 95,701,617.96 91,132,017.96 79,964,518.10 74,911,048.10 Accounts receivable 340,328,640.68 349,636,837.08 317,185,505.67 332,564,283.12 Accounts paid in advance 102,272,435.13 87,150,608.45 29,367,891.60 18,230,151.84 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 14,968,946.03 7,228,228.30 Other accounts receivable 15,780,890.52 59,511,046.61 20,254,086.70 62,118,207.87 14 English Translation for Reference Only Financial assets purchased under agreements to resell Inventories 464,795,681.63 415,736,031.02 365,413,882.78 339,343,349.75 Non-current assets due within 1 year Other current assets Total current assets 1,571,503,586.61 1,313,504,686.17 1,562,326,729.50 1,520,691,115.26 Non-current assets: Loans by mandate and advances granted Available-for-sale financial 80,992,172.80 80,992,172.80 95,740,001.28 95,740,001.28 assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 454,723,766.01 820,200,766.01 443,373,689.60 598,850,689.60 Investing property Fixed assets 632,893,846.71 542,958,281.19 683,122,864.12 591,335,800.42 Construction in progress 123,045,179.20 84,943,988.19 100,914,324.93 72,198,935.48 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 216,775,899.37 199,289,355.18 220,607,352.76 202,020,835.92 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 22,330,785.72 22,394,175.90 22,462,498.27 22,323,210.28 Other non-current assets Total of non-current assets 1,530,761,649.81 1,750,778,739.27 1,566,220,730.96 1,582,469,472.98 Total assets 3,102,265,236.42 3,064,283,425.44 3,128,547,460.46 3,103,160,588.24 Current liabilities: Short-term borrowings Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions 15 English Translation for Reference Only Intra-group borrowings Transactional financial liabilities Notes payable Accounts payable 271,514,170.73 280,249,143.95 192,615,874.39 214,720,055.92 Accounts received in advance 16,820,927.52 42,775,364.41 22,598,645.79 37,156,710.99 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation 42,141,871.53 42,141,871.53 54,092,566.23 53,759,277.53 payable Tax payable 39,888,211.52 38,914,576.10 -5,013,034.54 -3,412,797.35 Interest payable Dividend payable 3,415,262.58 Other accounts payable 35,333,182.19 34,351,162.96 30,383,813.76 28,785,087.45 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 409,113,626.07 438,432,118.95 294,677,865.63 331,008,334.54 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 7,524,503.52 7,524,503.52 9,736,677.79 9,736,677.79 Other non-current liabilities 11,815,274.99 10,471,941.67 11,951,441.65 10,556,441.65 Total non-current liabilities 19,339,778.51 17,996,445.19 21,688,119.44 20,293,119.44 Total liabilities 428,453,404.58 456,428,564.14 316,365,985.07 351,301,453.98 16 English Translation for Reference Only Owners’ equity (or shareholders’ equity) Paid-up capital (or share 978,563,745.00 978,563,745.00 978,563,745.00 978,563,745.00 capital) Capital reserves 632,711,120.32 629,610,293.38 645,246,774.53 642,145,947.59 Less: Treasury stock Specific reserves Surplus reserves 555,433,925.97 555,433,925.97 555,433,925.97 555,433,925.97 Provisions for general risks Retained profits 460,895,102.82 444,246,896.95 587,668,581.79 575,715,515.70 Foreign exchange difference Total equity attributable to owners 2,627,603,894.11 2,607,854,861.30 2,766,913,027.29 2,751,859,134.26 of the Company Minority interests 46,207,937.73 45,268,448.10 Total owners’ equity 2,673,811,831.84 2,607,854,861.30 2,812,181,475.39 2,751,859,134.26 Total liabilities and owners’ 3,102,265,236.42 3,064,283,425.44 3,128,547,460.46 3,103,160,588.24 equity Person in charge of the Company: Zhong Xincai Person in charge of accounting affairs: Zhong Xincai Person in charge of accounting firm: Wang Shuqiong 7.2.2 Income Statement Prepared by Foshan Electrical and Lighting Co., Ltd. Jan.-Jun. 2011 Unit: RMB Yuan Reporting period Same period of last year Items Consolidation The Company Consolidation The Company I. Total operating revenues 1,095,319,303.24 1,082,909,469.69 824,360,344.65 753,152,624.27 Including: Sales income 1,095,319,303.24 1,082,909,469.69 824,360,344.65 753,152,624.27 Interest income Premium income Handling charge and commission income II. Total operating cost 944,575,593.83 952,892,092.24 724,146,678.01 655,742,434.86 Including: Cost of sales 821,116,200.01 840,361,496.35 625,470,314.21 571,479,580.10 Interest expenses 17 English Translation for Reference Only 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 11,860,578.51 10,164,480.35 7,228,353.99 6,408,030.82 charges Selling and distribution 52,110,105.61 49,745,840.51 39,231,617.50 34,157,925.91 expenses Administrative expenses 59,191,173.51 52,403,223.14 55,859,131.20 42,439,164.15 Financial expenses -1,053,651.60 -584,697.22 -3,457,326.40 -3,009,297.89 Asset impairment loss 1,351,187.79 801,749.11 -185,412.49 4,267,031.77 Add: Gain/(loss) from change in -162,575.62 -162,575.62 fair value (“-” means loss) Gain/(loss) from investment 1,051,170.64 9,020,116.66 178,118.10 4,876,871.01 (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means 151,632,304.43 138,874,918.49 100,391,784.74 102,287,060.42 loss) Add: non-operating income 1,600,358.50 1,479,708.43 1,531,640.51 1,231,323.31 Less: non-operating expense 5,864,904.95 5,080,111.93 2,529,715.16 2,524,715.16 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 147,367,757.98 135,274,514.99 99,393,710.09 100,993,668.57 Less: Income tax expense 25,145,548.48 22,102,197.49 18,058,926.42 15,642,954.93 V. Net profit (“-” means loss) 122,222,209.50 113,172,317.50 81,334,783.67 85,350,713.64 Attributable to owners of the 117,867,457.28 113,172,317.50 80,817,767.96 85,350,713.64 Company Minority shareholders’ 4,354,752.22 517,015.71 0.00 income 18 English Translation for Reference Only VI. Earnings per share (I) basic earnings per share 0.12 0.08 (II) diluted earnings per 0.12 0.08 share Ⅶ. Other comprehensive incomes -12,535,654.21 0.00 Ⅷ. Total comprehensive incomes 109,686,555.29 113,172,317.50 81,334,783.67 85,350,713.64 Attributable to owners of the 105,331,803.07 113,172,317.50 80,817,767.96 85,350,713.64 Company Attributable to minority 4,354,752.22 517,015.71 shareholders For any business combination under the same control that occurred in the reporting period, the combined party realized zero net profit before the combination. Person in charge of the Company: Zhong Xincai Person in charge of accounting affairs: Zhong Xincai Person in charge of accounting firm: Wang Shuqiong 7.2.3 Cash Flow Statement Prepared by Foshan Electrical and Lighting Co., Ltd. Jan.-Jun. 2011 Unit: RMB Yuan Reporting period Same period of last year Items Consolidation The Company Consolidation The Company I. Cash flows from operating activities: Cash received from sale of commodities and rendering of 1,167,237,804.52 1,123,579,807.51 913,436,533.36 780,869,364.36 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 19 English Translation for Reference Only 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 42,005,225.14 41,757,239.95 9,373,907.90 9,103,907.90 Other cash received relating to 7,810,787.51 8,668,462.54 9,491,739.21 9,424,471.25 operating activities Subtotal of cash inflows from 1,217,053,817.17 1,174,005,510.00 932,302,180.47 799,397,743.51 operating activities Cash paid for goods and 856,308,150.90 852,185,589.05 633,133,201.91 527,210,282.87 services 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 Cash paid to and for employees 142,691,769.52 123,908,432.96 128,171,951.00 113,847,318.65 Various taxes paid 81,501,927.12 64,089,642.55 61,532,232.54 50,056,203.44 Other cash payment relating to 62,083,411.78 66,260,891.21 33,859,096.29 33,281,845.21 operating activities Subtotal of cash outflows from 1,142,585,259.32 1,106,444,555.77 856,696,481.74 724,395,650.17 operating activities Net cash flows from operating 74,468,557.85 67,560,954.23 75,605,698.73 75,002,093.34 20 English Translation for Reference Only activities II. Cash flows from investing activities: Cash received from withdrawal 33,396,800.00 206,800.00 1,193,874.04 1,193,874.04 of investments Cash received from return on 2,411,455.42 2,411,455.42 178,118.10 4,840,571.97 investments Net cash received from disposal of fixed assets, intangible assets 100,000.00 and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows 35,908,255.42 2,618,255.42 1,371,992.14 6,034,446.01 from investing activities Cash paid to acquire fixed assets, intangible assets and other 39,458,297.28 16,092,517.78 29,406,644.35 22,726,409.89 long-term assets Cash paid for investment 12,806,800.00 222,806,800.00 1,036,005.00 1,036,005.00 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 52,265,097.28 238,899,317.78 30,442,649.35 23,762,414.89 investing activities Net cash flows from investing -16,356,841.86 -236,281,062.36 -29,070,657.21 -17,727,968.88 activities III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from 21 English Translation for Reference Only borrowings Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing activities Repayment of borrowings Cash paid for interest expenses and distribution of 221,508,538.40 221,508,538.40 202,806,459.02 201,781,832.57 dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from 221,508,538.40 221,508,538.40 202,806,459.02 201,781,832.57 financing activities Net cash flows from financing -221,508,538.40 -221,508,538.40 -202,806,459.02 -201,781,832.57 activities IV. Effect of foreign exchange rate changes on cash and cash -428,597.63 -425,125.11 -712,700.32 -712,700.32 equivalents V. Net increase in cash and cash -163,825,420.04 -390,653,771.64 -156,984,117.82 -145,220,408.43 equivalents Add: Opening balance of 711,625,404.65 681,198,634.58 1,036,582,265.88 927,931,735.27 cash and cash equivalents VI. Closing balance of cash and 547,799,984.61 290,544,862.94 879,598,148.06 782,711,326.84 cash equivalents Person in charge of the Company: Zhong Xincai Person in charge of accounting affairs: Zhong Xincai Person in charge of accounting firm: Wang Shuqiong 22 English Translation for Reference Only 7.2.4 Consolidated Statement of Changes in Owners’ Equity Prepared by Foshan Electrical and Lighting Co., Ltd. For the first half year of 2011 Unit: RMB Yuan Amount for the reporting period Amount for the previous year Equity attributable to owners of the Company Equity attributable to owners of the Company Paid-up Total Paid-up Total Items Minority Minority Less: General Less: General capital Capital Specific Surplus Retained owners’ capital Capital Specific Surplus Retained owners’ treasury risk Others interests treasury risk Others interests (or share reserve reserve reserve profit equity (or share reserve reserve reserve profit equity stock reserve stock reserve capital) capital) I. Balance at 978,563, 645,246, 555,433, 587,668, 45,268,4 2,812,18 978,563, 586,925, 528,474, 566,135, 45,896,9 2,705,99 the end of the 745.00 774.53 925.97 581.79 48.10 1,475.39 745.00 954.53 746.92 541.76 86.77 6,974.98 previous year Add: change of accounting policy Correction of errors in previous periods Other II. Balance at 978,563, 645,246, 555,433, 587,668, 45,268,4 2,812,18 978,563, 586,925, 528,474, 566,135, 45,896,9 2,705,99 the beginning 745.00 774.53 925.97 581.79 48.10 1,475.39 745.00 954.53 746.92 541.76 86.77 6,974.98 of the year 23 English Translation for Reference Only III. Increase/ decrease of amount in the -12,535, -126,773 939,489. -138,369 58,320,8 26,959,1 21,533,0 -628,538 106,184, year (“-” 654.21 ,478.97 63 ,643.55 20.00 79.05 40.03 .67 500.41 means decrease) (I) Net 117,867, 4,354,75 122,222, 263,776, 7,321,20 271,097, profit 457.28 2.22 209.50 242.98 2.98 445.96 (II) Other -12,535, -12,535, 55,185,2 55,185,2 comprehensiv 654.21 654.21 25.24 25.24 e incomes Subtotal of -12,535, 117,867, 4,354,75 109,686, 55,185,2 263,776, 7,321,20 326,282, (I) and (II) 654.21 457.28 2.22 555.29 25.24 242.98 2.98 671.20 (III) Capital paid 3,135,59 4,296,46 7,432,05 in and 4.76 1.84 6.60 reduced by owners 1. 16,510,2 16,510,2 Capital paid 97.45 97.45 in by owners 2. Amounts of share-based 24 English Translation for Reference Only payments recognized in owners’ equity 3,135,59 -12,213, -9,078,2 3. Others 4.76 835.61 40.85 (IV) Profit -244,640 -3,415,2 -248,056 26,959,1 -242,243 -12,246, -227,530 distribution ,936.25 62.59 ,198.84 79.05 ,202.95 203.49 ,227.39 1. Appropriation 26,959,1 -26,959, s to surplus 79.05 179.05 reserves 2. Appropriation s to general risk provisions 3. Appropriation -244,640 -3,415,2 -248,056 -215,284 -12,246, -227,530 s to owners ,936.25 62.59 ,198.84 ,023.90 203.49 ,227.39 (or shareholders) 4. Other (V) 25 English Translation for Reference Only Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific 26 English Translation for Reference Only reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other IV. Closing 978,563, 632,711, 555,433, 460,895, 46,207,9 2,673,81 978,563, 645,246, 555,433, 587,668, 45,268,4 2,812,18 balance 745.00 120.32 925.97 102.82 37.73 1,831.84 745.00 774.53 925.97 581.79 48.10 1,475.39 Person in charge of the Company: Zhong Xincai Person in charge of accounting affairs: Zhong Xincai Person in charge of accounting firm: Wang Shuqiong 7.2.5 Statement of Change in Owners’ Equity of the Company Prepared by Foshan Electrical and Lighting Co., Ltd. For the first half year of 2011 Unit: RMB Yuan Amount for the reporting period Amount for the previous year Paid-up Paid-up Less: General Total Less: General Total Items capital Capital Specific Surplus Retained capital Capital Specific Surplus Retained treasury risk owners’ treasury risk owners’ (or share reserve reserve reserve profit (or share reserve reserve reserve profit stock reserve equity stock reserve equity capital) capital) I. Balance at the end of the 978,563,7 642,145,9 555,433,9 575,715,5 2,751,859 978,563,7 586,971,4 528,474,7 548,366,9 2,642,376 27 English Translation for Reference Only previous year 45.00 47.59 25.97 15.70 ,134.26 45.00 40.10 46.92 28.12 ,860.14 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning 978,563,7 642,145,9 555,433,9 575,715,5 2,751,859 978,563,7 586,971,4 528,474,7 548,366,9 2,642,376 of the year 45.00 47.59 25.97 15.70 ,134.26 45.00 40.10 46.92 28.12 ,860.14 III. Increase/ decrease of -12,535,6 -131,468, -144,004, 55,174,50 26,959,17 27,348,58 109,482,2 amount in the year (“-” 54.21 618.75 272.96 7.49 9.05 7.58 74.12 means decrease) 113,172,3 113,172,3 269,591,7 269,591,7 (I) Net profit 17.50 17.50 90.53 90.53 (II) Other comprehensive -12,535,6 -12,535,6 55,174,50 55,174,50 incomes 54.21 54.21 7.49 7.49 -12,535,6 113,172,3 100,636,6 55,174,50 269,591,7 324,766,2 Subtotal of (I) and (II) 54.21 17.50 63.29 7.49 90.53 98.02 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments 28 English Translation for Reference Only recognized in owners’ equity 3. Others -244,640, -244,640, 26,959,17 -242,243, -215,284, (IV) Profit distribution 936.25 936.25 9.05 202.95 023.90 1. Appropriations to 26,959,17 -26,959,1 surplus reserves 9.05 79.05 2. Appropriations to general risk provisions 3. Appropriations to -244,640, -244,640, -215,284, -215,284, owners (or shareholders) 936.25 936.25 023.90 023.90 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other 29 English Translation for Reference Only (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 978,563,7 629,610,2 555,433,9 444,246,8 2,607,854 978,563,7 642,145,9 555,433,9 575,715,5 2,751,859 IV. Closing balance 45.00 93.38 25.97 96.95 ,861.30 45.00 47.59 25.97 15.70 ,134.26 Person in charge of the Company: Zhong Xincai Person in charge of accounting affairs: Zhong Xincai Person in charge of accounting firm: Wang Shuqiong 30 English Translation for Reference Only 7.3 Notes to the financial statements 7.3.1 Should there be any changes in accounting policies, accounting estimates and correction of accounting errors, give the relevant contents, reasons and the amount influenced. □Applicable √Inapplicable 7.3.2 Should there be any changes in the consolidation scope of the financial statements, explain the reasons and the amount influenced. √Applicable □Inapplicable —Guangdong Fozhao New Light Sources Technology Co., Ltd. is a limited company jointly incorporated by the Company and Bright Technology & Venture Limited. It obtained the business license on 7 Jun. 2011. The Company holds a 55% stake in it, which has been included in the consolidated financial statements by the Company since the incorporation. —Guangdong Fozhao Financial Leasing Co., Ltd. is a company of limited liability incorporated by the Company. It obtained the business license on 30 May 2011 and has a registered capital of RMB 200 million. The Company holds 100% of its equity. And it has been included in the consolidated financial statements by the Company since the incorporation. 7.3.3 If a non-standard auditor’s report is issued, list notes to involved matters. □Applicable √Inapplicable Board of Directors of Foshan Electrical and Lighting Co. Ltd. 15 Aug. 2011 31