2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
FOSHAN ELECTRICAL AND LIGHTING CO., LTD.
2012 Annual Report
APRIL 2013
1
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section I. Important Notes, Contents & Explanation
The Board of Directors, the Supervisory Committee, directors, supervisors and senior management
staff of Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as “the Company”) warrant
that this report does not contain any false record or misleading statement or omit any material fact
and shall hereby accept, individually and collectively, responsibility for the factuality, accuracy and
completeness of the contents carried in this report.
The Company’s profit allocation preplan upon review and approval of the Board of Directors:
Based on the total 978,563,745 shares of the Company as at 31 Dec. 2012, a cash dividend of RMB
3.1 (tax included) will be distributed for every 10 shares held by A-share and B-share holders, with
the total distributed cash dividends reaching RMB303,354,760.95, neither bonus shares being
sended,no converting capital reserve into share capital.
Zhong Xincai, company principal, Zhong Xincai, chief of the accounting work, and Wang Shuqiong,
chief of the accounting organ (chief of accounting), hereby confirm that the Financial Report
enclosed in this report is factual, accurate and complete.
All directors have attended in person the board session for reviewing this report except the
following:
Name Position Reason for not attending the session in person Name of the proxy
Dou linping Independent director ON business Liu zhenping
Ye zaiyou Director ON business Zhong xincai
Michel Jean-paul Director ON business Wu shengbo
Henri
No director, supervisor or senior executive has expressed their inability to guarantee or demurred at
the factuality, accuracy or completeness of the contents in this report.
GP Certified Public Accountants Co., Ltd. has issued a standard unqualified audit report for the
Company.
The accounting data and financial report in this report have all been audited by GP Certified Public
Accountants Co., Ltd.. This report is prepared in both Chinese and English. Should there be any
understanding discrepancy between the two versions, the Chinese version shall prevail.
The future plans and some other forward-looking statements involved in this report shall not be
considered as virtual promises of the Company to investors. And investors are kindly reminded to
pay attention to possible risks.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Contents
Section I. Important Notes, Contents & Explanation..................................................................... 2
Section II. Company Profile.............................................................................................................. 6
Section III. Accounting & Financial Highlights.............................................................................. 9
Section IV. Report of the Board of Directors................................................................................. 13
Section V. Significant Events........................................................................................................... 33
Section VI. Change in Shares & Shareholders.............................................................................. 51
Section VII. Directors, Supervisors, Senior Management Staff & Employees........................... 56
Section VIII. Corporate Governance..............................................................................................67
Section IX. Internal Control............................................................................................................78
Section X. Financial Report.............................................................................................................80
Section XI. Documents Available for Reference.......................................................................... 176
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Explanation
Refers
Term Contents
to
Refers
CSRC China Securities Regulation Commission
to
Refers
SZSE, the Stock Exchange Shenzhen Stock Exchange
to
Refers
Company, the Company, our company, FSL Foshan Electrical and Lighting Co., Ltd.
to
Refers
Board of Directors Board of Directors of Foshan Electrical and Lighting Co., Ltd.
to
Refers Shareholders’ General Meeting of Foshan Electrical and Lighting Co.,
Shareholders’ General Meeting
to Ltd.
Refers
Supervisory Committee Supervisory Committee of Foshan Electrical and Lighting Co., Ltd.
to
Yuan, Thousand Yuan, Ten thousand Yuan, One Refers RMB Yuan, RMB Thousand Yuan, RMB Ten thousand Yuan, RMB One
Hundred Million Yuan to Hundred Million Yuan
Refers
Annual report auditor, GP GP Certified Public Accountants Co., Ltd.
to
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Reminder of Major Risks
1. Risk of a fiercer competition
Currently, the Company is mainly engaged in lighting fixtures, lamps and LED products. With a
slower growth of the domestic economy and the continuous impact of the European debt crisis,
competition in the domestic lighting sector will become fiercer and the average profit rate of
traditional lighting products will gradually decrease. In view of that, the Company will further
increase the sales scale of the existing channels and the operating efficiency, input great effort in
expanding the secondary and third markets and proactively develop new products to resist any
operating risk and expand the room for survival and development.
2. Risk of rising costs
Along with growth of the domestic economy, the salaries offered by enterprises in the Pearl River
Delta are no longer attractive when compared with the inland, causing a labor shortage in the delta.
As a labor-intensive enterprise, the Company is to face the pressure of a rising labor cost.
Meanwhile, prices of raw materials may rise, too. All these impose a risk of rising costs and
decreasing profits on the Company. To cope with that, the Company will enhance internal
management, give play to its scale advantage, strengthen cost control, etc..
3. With favor and guidance of the government’s industrial policies, LED products start to enter an
era featuring fast-changing technologies and products, as well as a cut-throat competition. Therefore,
the Company will input great efforts in technological innovation and R&D, talent attraction,
channel promotion, marketing mode improvement, etc.. As such, the input-output ratio will stay
comparatively high in the short run, affecting the profit status and amount.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section II. Company Profile
I. Basic information of the Company
Stock abbreviation FSZM/YZMB Stock code 000541/200541
Stock exchange listed with Shenzhen Stock Exchange
Chinese name of the Company 佛山电器照明股份有限公司
Abbr. of the Chinese name of the
佛山照明
Company
English name of the Company (if
FOSHAN ELECTRICAL AND LIGHTING CO.,LTD
any)
Abbr. of the English name of the
FSL
Company (if any)
Legal representative of the
Zhong Xincai
Company
No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province,
Registered address
P.R.China
Postal code for the registered
528000
address
No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province,
Office address
P.R.China
Postal code for the office address 528000
Internet website of the Company www.chinafsl.com
Email address gzfsligh@pub.foshan.gd.cn
II. For Contact
Company Secretary Securities Affairs Representative
Name Zhou Xiangfeng Huang Yufen
No. 64, Fenjiang North Road, Chancheng No. 64, Fenjiang North Road, Chancheng
Contact address District, Foshan City, Guangdong Province, District, Foshan City, Guangdong
P.R.China Province, P.R.China
Tel. （0757）82966062 82810239 （0757）82966028
Fax （0757）82816276 （0757）82816276
E-mail fsldsh@126.com fslhyf@163.com
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
III. About information disclosure and where this report is placed
Newspapers designated by the Company for China Securities Journal, Securities Times, Shanghai Securities News,
information disclosure Securities Daily, Ta Kung Pao (HK)
Internet website designated by CSRC for
http://www.cninfo.com.cn
disclosing this report
Company Secretary Office, FSL Office Building, No. 64, Fenjiang North Road,
Where this report is placed
Chancheng District, Foshan City, Guangdong Province, P.R.China
IV. Change of the registered information
Registration code of
Registration date Registration place Business license No. Organizational code
taxation
Guangdong Province
Administration for
Initial registration 20 Oct. 1992 440000400010049 440601190352575 19035257-5
Industry &
Commerce
Guangdong Province
Registration at end Administration for
13 May 2012 440000400010049 440601190352575 19035257-5
of report period Industry &
Commerce
Change of the Company’s main business The main business of lighting fixtures and lamps of the Company has remained the
since listing (if any) same since its listing.
On 23 Nov. 1993, the A-shares of the Company went public via Shenzhen Stock
Exchange. As one of the promoter shareholders of the Company, Foshan State-owned
Assets Supervision and Administration Commission (Foshan SASAC) was the biggest
shareholder of the Company, holding 28.93 million shares, i.e. a 37.49% stake. In Jul.
1995, the Company issued 50 million B-shares and Foshan SASAC held 52.074
million A-shares, accounting for 28.32% of the Company’s total shares, making it the
biggest shareholder of the Company. In Dec. 2000, the Company made an additional
issue of 55 million A-shares and Foshan SASAC held 85.9221 million shares,
accounting for 23.97% of the Company’s total shares, making it still the biggest
Changes of the controlling shareholder (if
shareholder. On 15 Mar. 2006, the Company convened a general meeting on the stock
any)
right splitting reform, at which the plan for stock right splitting reform was reviewed
and approved. The 85,922,100 shares of the Company (a stake of 23.97%) held by the
formerly biggest shareholder Foshan SASAC were transferred to Osram Prosperity
Holding Co., Ltd. (a stake of 13.47%) and Prosperity Lamps & Components Limited (a
stake of 10.50%). At present, Osram Prosperity Holding Co., Ltd. (currently known as
“Osram Holding Co., Ltd.”) is the biggest shareholder of the Company, holding
131,815,685 shares, i.e. a stake of 13.47 ％ . And Prosperity Lamps & Components
Limited is the second biggest shareholder of the Company, holding 102,751,648 shares,
i.e. a stake of 10.50％.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
V. Other information
The CPAs firm hired by the Company:
Name GP Certified Public Accountants Co., Ltd.
10/F, Guangdong Holdings Tower, 555 DongFeng Road East, Guangzhou, Guangdong
Office address
Province, P.R.China
Signing accountants Wang Shaohua and Chen Danyan
Sponsor engaged by the Company to conduct consistent supervision during the reporting period
□ Applicable √ Inapplicable
Financial consultant engaged by the Company to conduct consistent supervision during the reporting period
□ Applicable √ Inapplicable
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section III. Accounting & Financial Highlights
I. Major accounting data and financial indicators
Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or
correction of any accounting error?
□ Yes √ No
Increase or decrease of
2012 2011 this year over last year 2010
(%)
Operating revenues (RMB Yuan) 2,201,910,731.89 2,260,929,873.55 -2.61% 1,956,068,628.79
Net profit attributable to
shareholders of the Company 400,466,745.11 291,660,093.73 37.31% 263,776,242.98
(RMB Yuan)
Net profit attributable to
shareholders of the Company after
240,056,445.28 297,942,436.25 -19.43% 254,762,928.20
extraordinary gains and losses
(RMB Yuan)
Net cash flows from operating
437,396,852.06 269,878,443.21 62.07% 210,629,139.93
activities (RMB Yuan)
Basic EPS (RMB Yuan/share) 0.41 0.30 36.67% 0.27
Diluted EPS (RMB Yuan/share) 0.41 0.30 36.67% 0.27
ROE (%) 14.06% 10.53% 3.53% 9.89%
Increase or decrease of
As at 31 Dec. 2012 As at 31 Dec. 2011 this year-end than last As at 31 Dec. 2010
year-end (%)
Total assets (RMB Yuan) 3,448,274,301.82 3,155,554,351.27 9.28% 3,128,547,460.46
Net assets/owners’ equity
attributable to shareholders of the 2,950,106,976.17 2,790,878,659.33 5.71% 2,766,913,027.29
Company (RMB Yuan)
II. Differences between accounting data under domestic and overseas accounting standards
1. Differences of net profit and net assets disclosed in financial reports prepared under international and
Chinese accounting standards
Unit: RMB Yuan
Net profit attributable to shareholders of the Net assets attributable to shareholders of the
Company Company
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
2012 2011 Closing amount Opening amount
According to Chinese
400,466,745.11 291,660,093.73 2,950,106,976.17 2,790,878,659.33
accounting standards
Items and amounts adjusted according to international accounting standards
0.00 0.00
According to international
400,466,745.11 291,660,093.73 2,950,106,976.17 2,790,878,659.33
accounting standards
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and
Chinese accounting standards
Unit: RMB Yuan
Net profit attributable to shareholders of the Net assets attributable to shareholders of the
Company Company
2012 2011 Closing amount Opening amount
According to Chinese
400,466,745.11 291,660,093.73 2,950,106,976.17 2,790,878,659.33
accounting standards
Items and amounts adjusted according to overseas accounting standards
According to overseas
400,466,745.11 291,660,093.73 2,950,106,976.17 2,790,878,659.33
accounting standards
III. Items and amounts of extraordinary gains and losses
Unit: RMB Yuan
Items 2012 2011 2010 Notes
Gain/loss on the disposal of non-current
assets (including the offset part of the asset 182,392,244.82 -7,121,088.70 3,196,962.59
impairment provisions)
Tax rebates, reductions or exemptions due to
approval beyond authority or the lack of
official approval documents
Government grants recognized in the current
year, except for those acquired in the
ordinary course of business or granted at 1,633,073.56 1,406,571.96 3,992,076.51
certain quotas or amounts according to the
country’s unified standards
Capital occupation charges on non-financial
enterprises that are recorded into current 553,325.09 418,615.75
gains and losses
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Gains due to that the investment costs for
the Company to obtain subsidiaries,
associates and joint ventures are lower than
the enjoyable fair value of the identifiable
net assets of the investees when making the
investments
Gain/loss on non-monetary asset swap
Gain/loss on entrusting others with
investments or asset management
Asset impairment provisions due to acts of
God such as natural disasters
Gain/loss on debt restructuring
Expenses on business reorganization, such
as expenses on staff arrangements,
integration, etc.
Gain/loss on the part over the fair value due
to transactions with distinctly unfair prices
Current gains and losses of subsidies
acquired from business combination under
the same control as from period-begin to
combination date
Gain/loss on contingent events irrelevant to
the Company’s normal business
Gains and losses on change in fair value
from tradable financial assets and tradable
financial liabilities, as well as investment
income from disposal of tradable financial
-84,637.47 281,899.42 182,978.40
assets and tradable financial liabilities and
financial assets available for sales except for
effective hedging related with normal
businesses of the Company
Reversal of provision for impairment that
7,944.50 225,016.27
made impairment test independently
Gain/loss on loans obtained by entrusting
others
Gain/loss on change of the fair value of
investing real estate of which the subsequent
measurement is carried out adopting the fair
value method
Effect on current gains/losses when a
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
one-off adjustment is made to current
gains/losses according to requirements of
taxation, accounting and other relevant laws
and regulations
Custody fee income when entrusted with
operation
Non-operating income and expense other
-3,022,341.29 -754,082.64 3,320,283.04
than the above
Other gain and loss items that meet the
111,586.72 -269,418.95 -475,060.26
definition of an extraordinary gain/loss
Income tax effects 21,172,951.60 252,783.86 1,428,941.77
Minority interests effects (after tax)
Total 160,410,299.83 -6,282,342.52 9,013,314.78 --
Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory
Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and
Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section IV. Report of the Board of Directors
I. Overview
In 2012, both the international and domestic economies were struggling at the bottom. The
industrial transformation and the extremely grave export situation in particular affected the
operating results of the Company to a great extent. With various unfavorable factors, for 2012, the
Company achieved operating revenues of RMB 2.202 billion, down 2.61% over last year; total
profit of RMB 0.472 billion, up 32.96% over last year; net profit attributable to shareholders of
the company of RMB 0.4 billion, up 37.31% over last year; and after-tax EPS of RMB 0.41 per
share.
According to the decisions and plans of the Board of Directors at the beginning of the year, the
Company adopted “enhance R&D, adjust the product structure, strengthen internal management and
strictly control costs” as the main line for operation and management and proactively carried out the
following work to constantly increase its comprehensive competitiveness.
1. It worked on R&D, proactively adjusting the product structure.
It proactively dealt with the new industrial policies such as elimination of incandescent lamps and
promotion of great lighting products. It increased input in developing new products, especially new
LED products. It developed products according to the government’s supportive policies, launched
new products with high technological contents and increased the weight of LED products in its
sales income through optimizing the product structure.
2. It worked on marketing management, increasing its internal strength and polishing its image.
The Company attached importance to improving marketing channels so as to ensure a sustainable
development. In terms of the domestic market, it enhanced the marketing teams around the country
and trainings for business personnel; strengthened internal management and improved the overall
capability of the team; and perfected the internal processes, adopted more flexible marketing
strategies, formulated policies to support key products and improved customer service. As for the
international market, the Company selectively attended some international or regional exhibitions
with a high reputation and a significant influence to primarily promote its own brands, and boost the
international reputation of its “FSL” brand. In terms of channel innovation, the Company developed
new customers via the convenient information network to save some marketing cost.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
3. The Company worked on internal management, attaching importance to management so as to
improve the operating performance.
Firstly, the Company improved its management capability and enhanced cost control. Using the
SAP system, it enhanced energy management, modified the equipment with high energy
consumption and reduced the energy cost. It also looked for new techniques and materials to
integrate the procurement resources and reduce the raw material cost. Meanwhile, it continued to
better the material quota mechanism to keep workshop production under control.
Secondly, the Company carried out performance management to motivate and encourage employees.
Through following up the accomplishment of all objectives and holding a performance review
meeting on a quarterly basis, the Company tried to beef up the accomplishment of objectives by all
of its departments. Meanwhile, it enhanced the role of performance appraisal and connected
employees’ remunerations with their performance indicator appraisal results to fully show the work
and achievements of all departments, create a lively atmosphere of “better performance, more
income” and boost development of the Company.
4. It worked on risk precaution, implementing the internal control rules in an all-rounded way.
During the reporting period, the Company proactively pushed forward the all-rounded
implementation of the internal control rules and effectively improved its internal control mechanism.
Through reviewing the business processes and conducting risk identification and assessment and
internal control effectiveness tests, the Company tried to find out its internal control defects and
rectify them to build up a sound internal control mechanism, effectively avoid and resist risks and
ensure a healthy development of the Company.
II. Main business analysis
1. Overview
In 2012, the Company proactively coped with the unfavorable international and domestic economic
situations, as well as the changes in the electric light source sector, and overcame various
difficulties such as rising costs of raw materials, labor and transportation, Renminbi appreciation
and a weak market demand. For the year, the Company achieved lighting sales revenues of RMB
2.157 billion, down 2.49% over last year, of which the domestic sales revenue stood at RMB 1.546
billion, up 11.87% over last year; and the export revenue stood at RMB 0.611 billion, down 26.03%
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
over last year.
In terms of the domestic sales, the Company mainly adopted measures such as developing new
products, adjusting the marketing strategy and tapping potentials in the third-and fourth-tier markets
to successfully ensure growth of the domestic sales. As for the export, since the incandescent lamp
prohibition decree took effect and the overseas economy was weak, the export sales decreased to
some degree.
.
State the reasons why the Company’s actual business performance is 20% lower or higher than the earning
forecast for the reporting period which has been publicly disclosed earlier:
□ Applicable √ Inapplicable
2. Revenues
Is the Company’s goods selling revenue higher than the service revenue?
√ Yes □ No
Industry Items 2012 2011 YoY +/-（%）
Sales volume (piece) 1,185,758,696.00 1,343,636,741.00 -11.75%
Lighting fixtures and
Output (piece) 1,012,225,826.00 1,138,667,050.00 -11.10%
lamps
Stock (piece) 112,938,492.00 129,201,485.00 -12.59%
Reasons for any over-30% YoY movement of the data above:
□ Applicable √ Inapplicable
Major orders held:
□ Applicable √ Inapplicable
Significant change or adjustment of the Company’s products or services during the reporting period:
□ Applicable √ Inapplicable
Major customers:
Total sales to the top 5 customers (RMB Yuan) 253,740,925.35
Ratio of the total sales to the top 5 customers to the
11.52%
annual total sales (%)
Information about the top 5 customers:
√ Applicable □ Inapplicable
Serial No. Name of customer Sales (RMB Yuan) Proportion in annual total sales (%)
1 Customer 1 97,766,982.47 4.44%
2 Customer 2 46,040,839.55 2.09%
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
3 Customer 3 39,178,281.43 1.78%
4 Customer 4 36,401,195.43 1.65%
5 Customer 5 34,353,626.47 1.56%
Total 253,740,925.35 11.52%
3. Costs
Classified by industry:
Unit: RMB Yuan
2012 2011
Proportion in Proportion in YoY +/-
Industry Item
Amount operating costs Amount operating (%)
（%） costs（%）
1,598,108,805.64 98.02% 1,592,782,591.17 98.27% 0.33%
Lighting
Raw materials 1,082,931,259.25 66.42% 1,076,576,906.77 66.42% 0.59%
fixtures and
Labor 235,434,016.61 14.44% 234,052,552.45 14.44% 0.59%
lamps
Depreciation 76,761,202.51 4.71% 78,125,574.99 4.82% -1.75%
12,297,471.44 0.75% 13,920,941.68 0.86% -11.66%
Hotel Labor 6,417,566.12 0.39% 6,267,786.26 0.39% 2.39%
Expense 5,879,905.32 0.36% 7,653,155.42 0.47% -23.17%
Classified by product:
Unit: RMB Yuan
2012 2011
Proportion in Proportion in
Product Item YoY +/- (%)
Amount operating costs Amount operating
（%） costs（%）
1,598,108,805.64 98.02% 1,592,782,591.17 98.27% 0.33%
Lighting
Raw materials 1,082,931,259.25 66.42% 1,076,576,906.77 66.42% 0.59%
fixtures
Labor 235,434,016.61 14.44% 234,052,552.45 14.44% 0.59%
and lamps
Depreciation 76,761,202.51 4.71% 78,125,574.99 4.82% -1.75%
12,297,471.44 0.75% 13,920,941.68 0.86% -11.66%
Hotel Labor 6,417,566.12 0.39% 6,267,786.26 0.39% 2.39%
Expense 5,879,905.32 0.36% 7,653,155.42 0.47% -23.17%
Explanation:
N/A
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Total purchases from the top 5 suppliers （RMB Yuan） 151,698,080.36
Ratio of the total purchases from the top 5 suppliers to the
11.21%
annual total purchases（%）
Information about the top 5 suppliers:
√ Applicable □ Inapplicable
Procurement amount (RMB Proportion in annual total procurement
Serial No. Name of supplier
Yuan) amount (%)
1 Suppliers 1 45,078,957.92 3.33%
2 Suppliers 2 29,809,386.03 2.2%
3 Suppliers 3 27,036,423.79 2%
4 Suppliers 4 25,089,973.33 1.85%
5 Suppliers 5 24,683,339.29 1.82%
Total 151,698,080.36 11.21%
4. Expense
Unit: RMB Yuan
Item 2012 2011 YoY +/-%
Selling expenses 109,867,531.15 104,154,716.99 5.48%
Administrative expenses 167,102,936.83 150,580,090.88 10.97%
Financial expenses -10,988,942.10 -7,494,610.15 -46.62%
Income tax 71,833,165.24 57,872,709.83 24.12%
The financial expenses decreased 46.62% over last year mainly because the interest income increased.
5. R&D expenses
Considering the government’s industrial policies and measures to encourage and support environment protection,
new light sources and new energy, the Company proactively develops high-efficient lighting products featuring
energy saving and environmental protection, increases the input for R&D and the new light source of LED and
beefs up product upgrading. In 2012, the Company spent RMB 70.56 million R&D, accounting for 3.2% of the
operating revenues.
6. Cash flows
Unit: RMB Yuan
Item 2012 2011 YoY +/-（%）
Subtotal of cash inflows from
2,455,183,322.27 2,563,492,994.91 -4.23%
operating activities
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Subtotal of cash outflows from
2,017,786,470.21 2,293,614,551.70 -12.03%
operating activities
Net cash flows from operating
437,396,852.06 269,878,443.21 62.07%
activities
Subtotal of cash inflows from
321,909,282.02 38,595,680.90 734.06%
investing activities
Subtotal of cash outflows from
219,385,814.54 80,485,400.28 172.58%
investing activities
Net cash flows from investing
102,523,467.48 -41,889,719.38 344.75%
activities
Subtotal of cash inflows from
0.00 0.00 0%
financing activities
Subtotal of cash outflows from
244,774,840.33 248,056,198.83 -1.32%
financing activities
Net cash flows from financing
-244,774,840.33 -248,056,198.83 1.32%
activities
Net increase in cash and cash
294,759,139.59 -21,161,881.80 1,492.88%
equivalents
Reasons for any over-30% YoY movement of the data above:
√ Applicable □ Inapplicable
1. Net cash flows from operating activities increased 62.07% over last year, which was mainly because the cash
paid for goods and services decreased.
2. Net cash flows from investing activities increased 344.75% over last year, which was mainly because the cash
received from subsidiary disposal increased.
3. Net increase in cash and cash equivalents increased 1,492.88% over last year, which was mainly because the
cash received from subsidiary disposal increased.
Reasons for a big difference between the operating cash flows and the net profit:
□ Applicable √ Inapplicable
III. Breakdown of main business
Unit: RMB Yuan
Increase/decrease Increase/decrease
Increase/decrease
Operating Gross profit rate of operating of gross profit
Operating costs of operating costs
revenues (%) revenues over last rate over last year
over last year (%)
year (%) (%)
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Classified by industry:
Lighting fixtures
2,156,602,294.62 1,598,108,805.64 25.9% -2.32% 0.33% -1.96%
and lamps
Hotel 19,901,080.42 12,297,471.44 38.21% -17.41% -11.66% -4.02%
Classified by product:
Lighting fixtures
2,156,602,294.62 1,598,108,805.64 25.9% -2.32% 0.33% -1.96%
and lamps
Hotel 19,901,080.42 12,297,471.44 38.21% -17.41% -11.66% -4.02%
Classified by region:
Domestic 1,565,766,316.23 1,162,704,208.35 25.74% 11.35% 15.09% -2.41%
Overseas 610,737,058.81 447,702,068.73 26.69% -26.05% -24.94% -1.09%
Where the Company’s accounting standard of the main business data above changed during the reporting period, give the main
business data of the latest year adjusted according to the accounting standard at the end of the reporting period:
□ Applicable √ Inapplicable
IV. Asset and liability analysis
1. Major changes of asset items
Unit: RMB Yuan
As at 31 Dec. 2012 As at 31 Dec. 2011
Proportion in Proportion Explain any major
Proportion in
Amount total assets Amount change（%） change
total assets (%)
(%)
Monetary funds 985,450,890.74 28.58% 690,691,751.15 21.89% 6.69%
Accounts
334,006,892.19 9.69% 300,223,854.32 9.51% 0.18%
receivable
Inventories 434,541,386.19 12.6% 493,613,449.06 15.64% -3.04%
Investing real
0.00 0% 0.00 0% 0%
estate
Long-term equity
519,693,431.95 15.07% 447,024,125.94 14.17% 0.9%
investment
Fixed assets 539,145,022.38 15.64% 643,078,677.62 20.38% -4.74%
Construction in
95,684,569.86 2.77% 88,017,369.74 2.79% -0.02%
process
19
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
2. Major changes of liability items
Unit: RMB Yuan
2012 2011
Proportion
Proportion in Proportion in Explain any major change
Amount Amount change（%）
total assets (%) total assets (%)
Short-term
0.00 0% 0.00 0% 0%
borrowings
Long-term
0.00 0% 0.00 0% 0%
borrowings
3. Assets and liabilities measured at fair value
Unit: RMB Yuan
Gain/loss on
Cumulative fair Impairment Purchased
fair value Sold amount in
Opening value change provisions in amount in the Closing
Item change in the the reporting
amount recorded into the reporting reporting amount
reporting period
equity period period
period
Financial assets
1. Financial
assets
measured at
fair value and
of which
changes are
recorded into 4,097,366.22 -84,637.47 4,012,728.75
current
gains/losses
(excluding
derivative
financial
assets)
2.
Available-for-s
67,814,691.84 4,002,950.56 71,817,642.40
ale financial
assets
Subtotal of
71,912,058.06 -84,637.47 4,002,950.56 75,830,371.15
financial assets
Total of the
71,912,058.06 -84,637.47 4,002,950.56 75,830,371.15
above
20
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Financial
0.00 0.00 0.00 0.00 0.00
liabilities
Did any significant change occur to the attribute of the Company’s main asset measurement during the reporting period?
□ Yes √ No
V. Core competitiveness analysis
As a leading enterprise of traditional electric light sources, the Company has always adhered to the
operation and management philosophy of “provide customers with quality products and services
through scientific management and advanced technologies”.
1. Channel development: The Company sticks to the market strategy of specifying channels. While
maintaining and enhancing its wholesale channel advantage, the Company accelerates development
of the franchised shops, improves the supermarket and e-commerce channels and constantly
improves the market layout and the network development so as to further increase its influence and
competitiveness in terms of retail and engineering channels.
2. Brand strategy: The Company continues to implement the brand strategy, providing best-quality
and efficient products for consumers and increasing the reputation of the “FSL” brand. Currently,
the Company has two famous brands—“FSL” and “Fenjiang”.
3. Technical innovation: Besides solidifying and enhancing the traditional lighting product and
technical advantages, the Company beefs up development of high-efficient and
low-energy-consumption products. In Jan. 2012, the Company passed the relevant re-examination
and became one of the first “hi-tech enterprises” for 2011. It focuses on development of LED
products, constantly brings in senior professionals and develops LED products with proprietary IPR.
These products have produced remarkable results in the market, and their weight in all the
Company’s products are increasing in terms of production and sale. At the same time, the Company
will launch more new products and models with competitiveness to optimize the product structure
and upgrade its products.
21
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
VI. Investment analysis
1. Investments in equities of external parties
(1) Investments in external parties
Investments in external parties
Investment amount in 2012 (RMB Yuan) Investment amount in 2011 (RMB Yuan) +/-%
83,999,916.00 12,643,546.03 564.37%
Particulars about investees
Proportion of the Company’s
Name of investee Main business investment in the investee’s total
equity interests (%)
Qinghai Fozhao Lithium Energy Integrated development and utilization of salt lake
38%
Exploitation Co., Ltd. brine resource.
Guangdong Fozhao Guoxuan Power R&D, production, installation and sales of lithium ion
50%
Battery Co., Ltd. battery and its control system
R&D, production and sale of lithium ion batteries and
materials, solar, wind and other renewable energy
application products, equipment and systems,
energy-saving optoelectronic and electronic products,
Hefei Guoxuan High-tech Power equipment and systems, and lithium power
14.9%
Energy Co., Ltd. emergency supply, power-driven tools, transportation
tools and chargers; operation and agent service of
import and export of products and technologies;
design and construction of lighting projects for cities
and roads
Investment into hi-tech and innovative businesses,
Shenzhen Liangke Venture Capital trusteeship management and operation of venture
18.5%
Company Limited capital of other venture capital companies; investment
consulting service (excluding restricted fields)
Investment, operation and management of self-owned
Guangzhou Zhujiang Asset
funds; project planning; investment management 15.38%
Management Company Limited
consulting service
Electronic products, communication devices,
household appliances, furniture, speakers, paper,
paper products, chemicals for daily use, shoes, hats
Shenzhen Zhonghao (Group) Ltd. and garment; domestic commerce, material supply Less than 5%
and marketing (excluding goods operated, sold and
controlled by special entities); supervision of the
self-developed projects
22
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Production and sale of tungsten, molybdenum, nickel
and clad metal products, diamond die, thin steel
strips, electric light source products, power supply
products, industrial gas and special equipment;
production, installation, sale, mechanic processing,
Chengdu Hongbo Industrial Co., Ltd. vehicle repair, consulting service, sale of goods 6.94%
(excluding those prohibited by the government from
circulating), export of products produced by it or its
member companies; import of needed mechanic
equipment, components, raw and auxiliary materials;
processing and compensation trade
Xiamen Bank Banking services 9.99%
China Guangfa Bank Co., Ltd. Banking services Less than 5%
Foshan Fochen Road Development Building and operation of the Fochen (Foshan
7.66%
Company Limited Chencun) Road
（2）Equity-holdings in financial enterprises
Gain/loss
Initial Opening Opening Closing Closing Closing in the
Enterprise Enterprise investment equity-hol equity-hol equity-hol equity-hol book value reporting Accountin Equity
name variety cost (RMB dings ding ratio dings ding ratio (RMB period g title source
Yuan) (share) (%) (share) (%) Yuan) (RMB
Yuan)
Available-f
China
Commerci 30,828,816 71,817,642 3,131,720. or-sale Additional
Everbright 23,546,768 0.06% 23,546,768 0.06%
al bank .00 .40 14 financial issue
Bank
assets
Long-term
Xiamen Commerci 208,574,21 105,494,40 292,574,13 14,571,414 Additional
85,714,200 9.99% 9.99% equity
Bank al bank 7.00 0 3.00 .00 issue
investment
Foshan
branch of
Long-term
Guangdon Commerci Additional
500,000.00 229,792 5% 229,792 5% 500,000.00 equity
g al bank issue
investment
Developm
ent Bank
239,903,03 109,490,76 129,270,96 364,891,77 17,703,134
Total -- -- -- --
3.00 0 0 5.40 .14
23
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(3) Securities investments
Sharehold Sharehold Gain/loss
Initial Number Number Closing
ing ing for
investmen of shares of shares book
Variety of Code of Name of percentag percentag reporting Accounti Source of
t cost held at held at value
securities securities securities e at e at period ng title stock
(RMB period-be period-en (RMB
period-be period-en (RMB
Yuan) gin d Yuan)
gin d Yuan)
Trading
5,000,000 4,012,728
Fund financial
.00 .75
assets
Other securities investments
0.00 0 -- 0 -- 0.00 0.00 -- --
held at the period-end
5,000,000 4,012,728
Total -- -- -- --
.00 .75
Disclosure date of the board
announcement on approval of 25 Nov. 2010
the securities investment
Explain shareholdings in other listed companies:
N/A
2. Wealth management entrustment, derivative investments and entrustment loans
（1）Wealth management entrustment
N/A
（2）Derivative investments
N/A
（3）Entrustment loans
N/A
3. Use of raised funds
N/A
24
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
4. Analysis to main subsidiaries and stock-participating companies
Particulars about main subsidiaries and stock-participating companies:
Registered Operating Operating
Company Total assets Net assets Net profit
Company name Industry Main products/services capital (RMB revenues (RMB profit (RMB
variety (RMB Yuan) (RMB Yuan) (RMB Yuan)
0,000) Yuan) Yuan)
Foshan Chansheng Production and operation of
Electronic Ballast Co., Subsidiary Manufacture electronic ballasts, electronic BMB100 10,213,681.16 6,253,554.57 18,594,068.94 3,811,167.36 2,710,964.21
Ltd. transformers and electronic igniters
Foshan Chanchang Producer of lamps, electric lighting
Electric Appliances products and related fittings,
Subsidiary Manufacture BMB7,278 103,252,116.40 88,436,907.17 140,261,693.67 3,033,200.29 2,265,442.82
(Gaoming) Co., Ltd. providing relevant installation and
consulting services
Foshan Taimei Times R&D, production and sales of
Lamps Co., Ltd. lamps, household appliances and
Subsidiary Manufacture RMB50 90,477,186.22 27,469,840.94 234,707,971.12 9,331,439.44 6,982,921.26
fittings, and other electric lighting
products
Nanjing Fozhao Production of energy-saving
Lighting Components lighting products, lamps and
Manufacturing Co., lighting equipments; lighting
Ltd. Subsidiary Manufacture projects; energy-saving technology RMB4,168.32 94,444,575.95 71,981,604.34 53,720,493.84 -1,478,103.12 -7,013,581.50
development and production of
relevant fittings; sale of
self-produced products
Foshan Lighting R&D and production of lamps of
Lamps Co., Ltd. electric light source and related
Subsidiary Manufacture RMB500 8,074,819.13 8,074,619.96 0.00 14,472.89 10,854.67
electrical, metal and nonmetal
fittings
25
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
FSL (Xinxiang) Production and sale of equipments
Lighting Co., Ltd. and products of electric light source;
and sale of components of electric
Subsidiary Manufacture RMB1,000 9,962,216.19 6,826,418.09 0.00 -897,545.82 -1,797,545.82
light source, related materials,
electrical materials, automobile
components, lamps and fittings
Qinghai Fozhao Producing and selling lithium ion
Lithium Ion Battery battery cathode materials
Subsidiary Manufacture RMB5,000 39,438,451.91 30,787,408.50 106,963.17 -8,078,719.99 -8,096,442.18
Cathode Materials
Co., Ltd.
Guangdong Fozhao Financing lease, lease, lease
Financing Lease Co., consulting and guaranty, financing
Ltd. lease service for new-energy 206,474,444.5
Subsidiary Finance RMB20,000 206,643,904.57 0.00 5,528,994.65 4,261,123.43
automobiles & main components, 3
energy-saving lighting products &
projects
Guangdong Fozhao Production and sale of LED lighting
New Light Sources products and LED lighting
Subsidiary Manufacture RMB22,200 8,615,110.17 8,615,110.17 2,819,494.42 -295,068.16 -223,689.97
Technology Co., Ltd. application products; lighting
product installation
Explain particulars about main subsidiaries and stock-participating companies:
N/A
26
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
√ Applicable □ Inapplicable
Name of subsidiary Purpose for acquiring or Way of acquiring or disposing Influence on the overall
disposing the subsidiary in the the subsidiary in the reporting production and business
reporting period period performance
Foshan Gaoming Fuwan For capital inflow and focusing An investment gain of RMB
Equity transfer
Landscape Resort Co., Ltd. on electric light sources 192.29 million (before tax)
5. Significant projects invested with non-raised funds
N/A
VII. Entities controlled by the Company for special purposes
N/A
VIII. Outlook of the Company’s future development
1. Trends in the sector
It will become the main development trend in the lighting sector to gradually eliminate incandescent
lamps and accelerate development of high-efficient lighting products featuring energy saving,
environmental protection and low costs. Urbanization is speeding up. Traditional energy-saving
lighting products will not be washed out in the short run due to their moderate prices, mature
technologies and high quality. There is still a huge market space for traditional lighting products.
However, traditional lighting products are incomparable with LED lighting products due to the
latter’s high efficiency and low energy consumption. LED lighting products will be the next
mainstream in the lighting sector because they accord with the policies of energy saving,
environmental protection and living a green low-carbon life pursued by different countries.
Currently, the gradual implementation of the government’s huge amounts of subsidies, proactive
support from other industrial policies, decreasing product prices and fast technological innovation
will directly boost the domestic demand for LED lighting products.
2. Opportunities and challenges for the Company
(1) Opportunities
Recent years have seen energy saving & emission reduction becoming a common goal of different
countries in the world. Developed countries and regions started to prohibit incandescent lamps in
2009. On 1 Nov. 2011, the Chinese government unveiled the “Public Notice on Gradually
Prohibiting Import and Sale of General Service Incandescent Lamps”, deciding to carry out the
import and sale prohibition in stages according to the watt rates from 1 Oct. 2012. Therefore, there
27
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
will be good prospects for the traditional and LED lighting products. Growth of LED lighting
products is expected to be faster in the coming two years. Upon enhancement of internal and
external strength in the past year, the Company will, on the basis of sticking to its traditionally
advantageous products, seize the opportunities brought by a rising demand for LED lighting
application ends, input more for R&D, focus on developing the main business, expand the operating
range and enrich its product range. Meanwhile, it will give full play to the advantages of sufficient
self-owned funds, sound marketing channels and influential brands to rise to difficulties and push
production and operation to a new level.
(2) Challenges
The Company will face some difficulties in the production and operation in 2013. The domestic
economic growth is expected to slow down, the influential real estate macro-control policy will be
continuously enhanced, and the unfavorable effects of the European debt crisis will continue.
Although the U.S. has passed the severe financial crisis, its economy has not improved much,
creating an unfavorable condition for export of the Company. Meanwhile, competition in the
domestic lighting sector becomes increasingly fierce, bringing down the average profit rate. And the
rising costs of labor and raw materials also bring down the earnings.
3. Work plan for 2013
(1) The Company will continue to optimize the product structure by inputting more effort for
developing LED lighting products.
On the basis of maintaining its traditionally advantageous products, the Company will beef up
development of new products featuring energy saving, environmental protection and high
technological contents. It will continue to increase input for LED lighting products in terms of R&D,
production, sale, etc.; enrich the product range; and do a good job in technical renewal and reserve.
It will also expand the LED workshops and increase the production capacity. Meanwhile, it will
increase input for marketing and build up various marketing channels. Through a series of measures,
the Company will try to get a position in the market with its LED lighting products and lay a solid
foundation for its future development.
(2) The Company will enhance brand and channel development and promote a sustainable and
steady expansion of its market share.
The Company promotes its products by attending international or regional exhibitions with a high
reputation and a significant influence. It will continue to carry out the brand strategy, constantly
make technical innovations and develop products with proprietary IPR. It will also ensure the
product quality, properly increase advertising input and keep increasing the reputation and
popularity of its brands. In terms of channel development, it will maintain and enhance the existing
channels, help old customers with their development, properly add some new strong customers,
beef up its layout for the third-and fourth-tier markets, decentralize distributor management,
enhance market control and increase its influence in the retail and engineering channels.
28
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(3) The Company will improve its management capability to boost development.
In 2013, the Company will adopt various measures to improve its internal management capability
and reduce operating costs. It will optimize resource allocation, integrate marketing personnel,
enhance performance appraisal to with a clear division of rights and responsibilities to motivate its
employees. Through upgrading management, the Company will further ensure the fulfillment of its
operating objectives.
IX. Explanation of the Board of Directors concerning the “non-standard audit report” issued
by the CPAs firm for the reporting period
N/A
X. Explain change of the accounting policy, accounting estimate and measurement methods as
compared with the financial reporting of last year
N/A
XI. Explain retrospective restatement due to correction of significant accounting errors in the
reporting period
N/A
XII. Explain change of the consolidation scope as compared with the financial reporting of
last year
Foshan Gaoming Fuwan Landscape Resort Co., Ltd. was formerly a wholly‐owned subsidiary of the
Company incorporated in 2006, which was consolidated since its incorporation. In Oct. 2012, upon review
and approval of its Shareholders’ General Meeting, the Company entrusted Fo Shan City Rong Xin Auction
Co., Ltd. to auction 100% equity interests of Foshan Gaoming Fuwan Landscape Resort Co., Ltd.. According
to the auction result, the said equity interests were transferred to Guangdong Tuanyi Investment Group Co.,
Ltd. and Foshan Hongyi Property Investment Co., Ltd. at the consideration of RMB 317.05 million. All the
consideration was paid up in Nov. 2012 and the alteration of the registered information of Foshan Gaoming
Fuwan Landscape Resort Co., Ltd. with the administration for industry and commerce was completed.
Therefore, the base day for the transfer was 30 Nov. 2012. After the transfer, the Company has lost control
over Foshan Gaoming Fuwan Landscape Resort Co., Ltd. and thus deconsolidated it.
XIII. Profit allocation and dividend distribution
Formulation, execution or adjustment of the Company’s profit distribution policy, especially the cash dividend
policy, during the reporting period:
According to the CSRC Notice on Further Implementing Matters Related to Cash Dividend
29
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Distribution of Listed Companies (Zheng-Jian-Fa [2012] No. 37) and the Guangdong CSRC Notice
on Further Implementing Regulations Related to Dividend Distribution of Listed Companies
(Guang-Dong-Zheng-Jian [2012] No. 91), in order to further standardize the dividend mechanism,
promote a scientific, sustained and stable dividend mechanism and protect legal rights and interests
of investors, in the reporting period, the Company convened a general meeting to revise the
dividend-related contents in its Articles of Association and specify the dividend conditions, the
lowest dividend ratio, the decision-making procedure, etc.. Meanwhile, it formulated the
Management Rules for Profit Distribution and the Return for Shareholder Plan for the Coming
Three Years (2012-2014), specifying the arrangements and forms of dividends, the cash dividend
planning and the distribution intervals, which further improved the decision-making and supervision
procedures for dividend distribution. According to the Company’s Articles of Association, the profit
distributed in cash shall not be less than 30% of the distributable profit achieved in the year.
The Company’s preplans for profit distribution and turning capital reserve into share capital for the reporting
period were in compliance with relevant rules such as the Company’s Articles of Association.
The Company’s preplans or plans for profit distribution and turning capital reserve into share capital for the recent
three years (including the reporting year):
For 2010, based on the total 978,563,745 shares of the Company as at 31 Dec. 2010, a cash
dividend of RMB 2.5 (tax included and dividends for B-share holders paid in Hong Kong dollars)
will be distributed for every 10 shares held by A-share and B-share holders, with the total
distributed cash dividends reaching RMB 244,640,936.25.
For 2011, based on the total 978,563,745 shares of the Company as at 31 Dec. 2011, a cash
dividend of RMB 2.5 (tax included and dividends for B-share holders paid in Hong Kong dollars)
will be distributed for every 10 shares held by A-share and B-share holders, with the total
distributed cash dividends reaching RMB 244,640,936.25.
For 2012, based on the total 978,563,745 shares of the Company as at 31 Dec. 2012, a cash
dividend of RMB 3.1 (tax included and dividends for B-share holders paid in Hong Kong dollars)
will be distributed for every 10 shares held by A-share and B-share holders, with the total
distributed cash dividends reaching RMB 303,354,760.95. The profit allocation preplan shall be
carried out upon review and approval of the Shareholders’ General Meeting of the Company.
30
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Cash dividend distribution of the Company over the recent three years:
Unit: RMB Yuan
Ratio the amount of cash
Net profit attributable to
dividend to the net profit
Amount of cash dividend shareholders of the Company in
Year attributable to shareholders of
(tax included) the consolidated statement for
the Company in the
the year
consolidated statement (%)
2012 303,354,760.95 400,466,745.11 75.75%
2011 244,640,936.25 291,660,093.73 83.88%
2010 244,640,936.25 263,776,242.98 92.75%
The Company (including its subsidiaries) made profit in the reporting period and the retained profit of the Company (without
subsidiaries) was positive, but it did not put forward a preplan for cash dividend distribution:
□ Applicable √ Inapplicable
IX. Social responsibilities
The Company has always attached importance to the accomplishment of its social value. With
“provide returns for shareholders, provide a platform for employees, create value for customers and
create prosperity for the society” as its task, the Company proactively protects legal rights and
interests of its employees and creditors; treats suppliers, customers and consumers in an honest way;
and proactively promotes environmental protection, resource conservation & recycling, etc..
Meanwhile, it takes part in charity and public service activities, boosts the local economy with its
own development and promotes coordinative and harmonious development between the Company
and the society, the community and the nature.
During the reporting period, the Company enhanced R&D, promotion and sale of
environment-friendly and energy-saving products. It passed the ISO14001 environmental
management system certification. Meanwhile, the headquarters of the Company also smoothly
passed the voluntary examination for a clean production site, making its own contribution to energy
saving and emission reduction. It prepare to distribute cash dividends of RMB 303,354,760.95 (tax
included) to its shareholders, accounting for 75.75% of the net profit attributable to shareholders of
the Company in the consolidated statements for the reporting period, which effectively safeguarded
the interests of its shareholders. It also fulfilled the safe production objectives for the year, making
its own contribution to social safety.
31
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
XV. Particulars about researches, visits and interviews received in this reporting period
Main discussion and
Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the
Company
3 Feb. 2012 The Company Field research Institution Founder Securities Operation of the Company
23 May 2012 The Company Field research Institution Guosen Securities Operation of the Company
32
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section V. Significant Events
I. Significant lawsuit or arbitration
□ Applicable √ Inapplicable
There was no significant lawsuit or arbitration during the reporting period.
Media’s questions
√Applicable □Inapplicable
Explanation on media’s questions Disclosure date Disclosure index
Name of announcement: Announcement on
Explanation for the Report of the Media on
the Company’s Related-party Relationship
13 Jul. 2012
& Related-party Transactions;
Announcement No.: 2012-031; Disclosure
index: http://www.cninfo.com.cn/
In Jul. 2012, after the Company had Name of announcement: Announcement on
disclosed the relevant related-party the Company’s Related-party Relationship
transactions as a supplementation, the with Foshan Nanhai Bright Electrical
media still doubted that the Company Appliance Co., Ltd. and Other Enterprises
might have related-party relation and & Routine Related-party Transactions with
transactions with other relevant Them for 2009-2011, Announcement on
corporations and these events had not been Explanation about Related-party
reviewed by the board or the general Relationship and Transaction Arising from
2 Aug. 2012
meeting and disclosed. Jointly Contributing and Incorporating in
2009 Foshan Lighting Lamps Co., Ltd.
with Shanghai Liangqi Electrical
Appliance Co., Ltd. and Foshan Hongbang
Electrical and Lighting Co., Ltd. & Equity
Transfer; Announcement No.: 2012-037,
2012-038; Disclosure index:
http://www.cninfo.com.cn/
II. Particulars about non-operating occupation of funds of the Company by the controlling
shareholder and the related parties
There was no non-operating occupation of funds of the Company by the controlling shareholder and
the related parties
III. Asset transactions
1. Acquisition of assets
Inapplicable
33
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
2. Sale of assets
Ratio of
Net profit Gains and the net Relationship
Whether or Whether or not
contributed to losses profit between the
Transact not the the creditor’s
the Company arising contribute transaction party
Transact ion Related-part ownership of right and
Asset Disposa from the from the d by the Pricing and the Disclosure
ion price y transaction the asset liabilities Disclosure index
sold l date period-begin sales of asset to principle Company date
party (RMB or not involved has involved have
to the assets the (applicable for
0’000) been fully been fully
disposal date (RMB Company related-party
transferred transferred
(RMB 0’000) 0’000) to the total transactions)
profit (%))
Name of
18.5%
announcement:
equity
Shenzhe Announcement on
of
n Meilu Transferring the
Shenzhe With the
Trade Equity of Shenzhen
n 28 Jun. assessment
Develop 2,220 0 0 0％ No Inapplicable No No 29 Jun. 2012 Liangke Venture
Liangke 2012 result as the
ment Capital Co., Ltd.;
Venture pricing base
Co., Announcement No.:
Capital
Ltd. 2012-018; Disclosure
Co.,
website:
Ltd.
www.cninfo.com.cn
Guangd 100% Name of
With the
ong equity announcement:
30 Oct. assessment
Tuanyi of 31,705 -358.90 19,229.11 34.62％ No Inapplicable Yes Yes 1 Nov. 2012 Announcement on
2012 result as the
Investm Foshan Progress Regarding
pricing base
ent Gaomin Transferring the
34
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Group g Fuwan Equity of Foshan
Limited, Landsca Gaoming Fuwan
Foshan pe Landscape Resort Co.,
Hongyi Resort Ltd. by Way of Public
Property Co., Auction;
Investm Ltd. Announcement No.:
ent Co., 2012-064; Disclosure
Ltd. website:
www.cninfo.com.cn
Notes to the sale of assets：
(1) On 28 Jun. 2012, the 18th Session of the 6th Board of Directors was convened, at which the “Proposal on Transferring Equities of Shenzhen Liangke Venture
Capital Co., Ltd.” was reviewed and approved. In the afternoon of 28 Jun. 2012, the Company signed the “Equity Transfer Agreement” with Shenzhen Meilu Trade
Development Co., Ltd., transferring the 18.5% equity interests of Shenzhen Liangke Venture Capital Co., Ltd. to the latter at the price of RMB 22.20 million.
However, due to the transferee Shenzhen Meilu Trade Development Co., Ltd. hasn’t paid the equity transfer payment totally, the Company’s 18.5% equity held in
Shenzhen Liangke Venture Capital Co., Ltd. hasn’t been transferred to it. Up to 6 Feb. 2013, the transferee had paid RMB 8.50 million for the equity transfer and it
promised to pay the rest, interest and overdue fine before 15 Jun. 2013. It won’t cause any negative influence on the continuity of business and stability of the
management level for the Company from the sales of 18.5% equity interests held in Shenzhen Liangke Venture Capital Co., Ltd.
(2) The Company convened the 22nd Session of the 6th Board of Directors on 16 Aug. 2012, at which reviewed and approved the Proposal on Transferring the Equity
of Foshan Gaoming Fuwan Landscape Resort Co., Ltd. by Way of Public Auction; on 30 Oct. 2012, the Company entrusted Foshan City Rongxin Auction Co., Ltd.
to put up 100% equity of Foshan Gaoming Fuwan Landscape Resort Co., Ltd. for auction, as a result, Guangdong Tuanyi Investment Group Limited and Foshan
Hongyi Property Investment Co., Ltd. successfully acquired 100% equity of Foshan Gaoming Fuwan Landscape Resort Co., Ltd. with the price of RMB 0.31705
billion; After receiving the equity transfer payment of RMB 0.31705 billion, the Company completed the equity transfer on 18 Nov. 2012. It won’t cause any
negative influence on the continuity of business and stability of the management level for the Company from the sales of 100% equity of Foshan Gaoming Fuwan
Landscape Resort Co., Ltd..
35
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
IV. Significant related-party transactions
1. Related-party transactions relevant to routine operation
Proportion
Pricing principle Transactio Settlement
Type of the Content of the Transaction in same kind Market price
of the n price method of the Disclosure Disclosure
Related party Relationship related-party related-party amount (RMB of (RMB
related-party (RMB related-party date index
transaction transaction 0’000) transactions 0’000)
transaction 0’000) transaction
(%)
Prosperity A company Purchasing products
Electrical controlled by the and receiving labor Purchase of http://www.cni
Market price 162.82 162.82 0.12% Remittance 162.82 2012.4.25
(China) Co., related natural service from the materials nfo.com.cn
Ltd. person related parties
Hangzhou
A company Purchasing products
Times
controlled by the and receiving labor Purchase of Inapplicab
Lighting and Market price 3.25 3.25 0% Remittance 3.25 Inapplicable
related natural service from the materials le
Electrical Co.,
person related parties
Ltd.
Foshan
A company Purchasing products
Hongbang
affected by the and receiving labor Purchase of http://www.cni
Electrical & Market price 2.37 2.37 0% Cheque 2.37 212.8.29
related natural service from the materials nfo.com.cn
Lighting Co.,
person related parties
Ltd.
Foshan
Nanhai A company Purchasing products
Guangming controlled by the and receiving labor Purchase of http://www.cni
Market price 399.29 399.29 0.29% Cheque 399.29 212.8.29
Electric related natural service from the materials nfo.com.cn
Appliance person related parties
Co., Ltd.
36
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Foshan A company Purchasing products
Feidelun affected by the and receiving labor Purchase of http://www.cni
Market price 893.23 893.23 0.66% Cheque 893.23 212.8.29
Electric Co., related natural service from the materials nfo.com.cn
Ltd. person related parties
Xiamen
A company Purchasing products
Jiandawei
controlled by the and receiving labor Purchase of http://www.cni
Optoelectronic Market price 207.27 207.27 0.15% Remittance 207.27 212.8.29
related natural service from the materials nfo.com.cn
s Technology
person related parties
Co., Ltd
Nanjing
Kaixiang A company Purchasing products
Electric affected by the and receiving labor Purchase of http://www.cni
Market price 309.90 309.9 0.23% Remittance 309.90 212.8.29
Lighting related natural service from the materials nfo.com.cn
Source Co., person related parties
Ltd.
Swanki A company Purchasing products
(Foshan) controlled by the and receiving labor Purchase of http://www.cni
Market price 3.22 3.22 0% Cheque 3.22 212.8.29
Electric related natural service from the materials nfo.com.cn
Corporation person related parties
Zlamp A company Purchasing products
(Foshan) controlled by the and receiving labor Purchase of http://www.cni
Market price 18.60 18.6 0.01% Cheque 18.60 212.8.29
Enterprise related natural service from the materials nfo.com.cn
Co., Ltd. person related parties
Prosperity A shareholder Selling products and
Lamps & holding over 5% providing labor Sales of http://www.cni
Market price 5,625.70 5,625.7 2.55% Remittance 5,625.70 2012.4.25
Components equity of the service to the related products nfo.com.cn
Limited Company parties
Prosperity A company Selling products and Sales of Market price 498.13 498.13 0.23% Remittance 498.13 2012.4.25 http://www.cni
37
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(Hangzhou) controlled by the providing labor products nfo.com.cn
Lighting and related natural service to the related
Electrical Co., person parties
Ltd.
Prosperity A company Selling products and
Electrical controlled by the providing labor Sales of http://www.cni
Market price 151.39 151.39 0.07% Remittance 151.39 2012.4.25
(China) Co., related natural service to the related products nfo.com.cn
Ltd. person parties
OSRAM A company Selling products and
(China) affected by the providing labor Sales of http://www.cni
Market price 1,354.72 1,354.72 0.62% Remittance 1,354.72 2012.4.25
Lighting Co., related natural service to the related products nfo.com.cn
Ltd. person parties
Foshan
A company Selling products and
Hongbang
affected by the providing labor Sales of http://www.cni
Electrical & Market price 504.95 504.95 0.23% Cheque 504.95 212.8.29
related natural service to the related products nfo.com.cn
Lighting Co.,
person parties
Ltd.
Foshan A company Selling products and
Feidelun affected by the providing labor Sales of http://www.cni
Market price 548.80 548.8 0.25% Cheque 548.80 212.8.29
Electric Co., related natural service to the related products nfo.com.cn
Ltd. person parties
Nanjing
Kaixiang A company Selling products and
Electric affected by the providing labor Sales of http://www.cni
Market price 198.30 198.3 0.09% Remittance 198.30 212.8.29
Lighting related natural service to the related products nfo.com.cn
Source Co., person parties
Ltd.
Swanki A company Selling products and Sales of Market price 113.72 113.72 0.05% Cheque 113.72 212.8.29 http://www.cni
38
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(Foshan) controlled by the providing labor products nfo.com.cn
Electric related natural service to the related
Corporation person parties
Zlamp A company Selling products and
(Foshan) controlled by the providing labor Sales of http://www.cni
Market price 136.62 136.62 0.06% Cheque 136.62 212.8.29
Enterprise related natural service to the related products nfo.com.cn
Co., Ltd. person parties
Haolin
Lighting &
A company Selling products and
Electrical
affected by the providing labor Sales of http://www.cni
Department of Market price 17.14 17.14 0.01% Cheque 17.14 212.8.29
related natural service to the related products nfo.com.cn
Foshan
person parties
Chancheng
District
Foshan
A company Selling products and
Gaoming
affected by the providing labor Sales of http://www.cni
District Shijia Market price 26.53 26.53 0.01% Cheque 26.53 212.8.29
related natural service to the related products nfo.com.cn
Lighting Co.,
person parties
Ltd.
Prosperity A shareholder Purchasing products
Lamps & holding over 5% and receiving labor Purchase of http://www.cni
Market price 176.56 176.56 6.63% Remittance 176.56 2012.4.25
Components equity of the service from the equipments nfo.com.cn
Limited Company related parties
Prosperity
A company Purchasing products
(Xinxiang)
controlled by the and receiving labor Purchase of http://www.cni
Electro-Optica Market price 14.87 14.87 0.56% Remittance 14.87 2012.4.25
related natural service from the equipments nfo.com.cn
l Machinery
person related parties
Co., Ltd
39
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Prosperity
A company Purchasing products
(Xinxiang)
controlled by the and receiving labor Purchase of http://www.cni
Lighting Market price 3.27 3.27 0.12% Remittance 3.27 2012.4.25
related natural service from the equipments nfo.com.cn
Machinery
person related parties
Co., Ltd.
Guangdong
Selling products and
Fozhao
Associated providing labor Collection of Inapplicab
Guoxuan Market price 120.01 120.01 33.04% Cheque 120.01 Inapplicable
enterprise service to the related rent le
Power Energy
parties
Co., Ltd.
Foshan A company Selling products and
Feidelun affected by the providing labor Collection of http://www.cni
Market price 22.69 22.69 6.25% Cheque 22.69 212.8.29
Electric Co., related natural service to the related rent nfo.com.cn
Ltd. person parties
Foshan
Gaoming
District
A company Selling products and
Ruibeike
affected by the providing labor Collection of http://www.cni
Electric Market price 43.60 43.6 12.01% Cheque 43.60 212.8.29
related natural service to the related rent nfo.com.cn
Lighting
person parties
Source
Materials Co.,
Ltd.
Swanki A company Selling products and
(Foshan) controlled by the providing labor Collection of http://www.cni
Market price 1.66 1.66 0.46% Cheque 1.66 212.8.29
Electric related natural service to the related rent nfo.com.cn
Corporation person parties
Guangdong Associated Selling products and Collection of Market price 6.52 6.52 4.86% Cheque 6.52 Inapplicab Inapplicable
40
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Fozhao enterprise providing labor water & le
Guoxuan service to the related electricity fee
Power Energy parties
Co., Ltd.
Foshan A company Selling products and
Collection of
Feidelun affected by the providing labor http://www.cni
water & Market price 22.10 22.1 16.49% Cheque 22.10 212.8.29
Electric Co., related natural service to the related nfo.com.cn
electricity fee
Ltd. person parties
Foshan
Gaoming
District
A company Selling products and
Ruibeike Collection of
affected by the providing labor http://www.cni
Electric water & Market price 12.60 12.6 9.4% Cheque 12.60 212.8.29
related natural service to the related nfo.com.cn
Lighting electricity fee
person parties
Source
Materials Co.,
Ltd.
Swanki A company Selling products and
Collection of
(Foshan) controlled by the providing labor http://www.cni
water & Market price 2.27 2.27 1.69% Cheque 2.27 212.8.29
Electric related natural service to the related nfo.com.cn
electricity fee
Corporation person parties
Zlamp A company Selling products and
Collection of
(Foshan) controlled by the providing labor http://www.cni
water & Market price 3.56 3.56 2.66% Cheque 3.56 212.8.29
Enterprise related natural service to the related nfo.com.cn
electricity fee
Co., Ltd. person parties
Total -- -- 11,605.66 3.23％ -- -- -- --
Details of large amount of sales returns Naught
Necessity and continuity of related-party transaction as well as reason of Due to the Company needed stable supply of good raw materials for its production, such related-party transaction was
41
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
choosing the related party (but not other transaction parties) to conduct necessary and will exist within a long-term period.
the said transaction The Company’s partial products were sold through the related parties, which would drive the expansion of the
production scale of the Company to a certain extent, so it belonged to the continuous related-party transactions and
would exist within a long-term period.
The Company’s routine related-party transactions with the related parties had no influence on the independency of the
Impacts of related-party transaction on independency of the Company
Company, so the Company’s main business wouldn’t form the reliance on or be controlled by the related parties.
Dependant degree of the Company on related party and relevant solutions The Company’s related-party business with the related parties occupied a small proportion in the amount of the same
for the dependence (if any) kind of business, so its main business wouldn’t form the reliance on or be controlled by the related parties.
In Apr. 2012, the Company predicted the total amount of routine related-party transactions with the related parties of
OSRAM (China) Lighting Co., Ltd., Prosperity Lamps & Components Limited, Prosperity Electrical (China) Co.,
Ltd., Prosperity (Hangzhou) Lighting and Electrical Co., Ltd. and Prosperity (Xinxiang) Lighting Machinery Co., Ltd.,
As for the prediction on the total amount of routine related-party and in the purchase from related parties, the actual amount occurred in 2012 decreased by 88.2% over that predicted
transactions to be occurred in the reporting period by relevant types, the for 2012, which was mainly due to the Company decreased the purchasing amount of partial raw materials from the
actual performance in the reporting period (if any) related parties under the influence of the overall economic environment, and also purchased partial raw materials from
the new suppliers; in the sales to the related parties, the actual amount occurred in 2012 decreased by 27.3% over that
predicted for 2012, which was mainly due to the sales amount decreased under the influence of the overseas economic
environment.
Reason for significant difference between the transaction price and the
Naught
market price
Note:
During the reporting period, the Company found that its related-party transactions occurred with its partial related parties (including Swanki (Foshan) Electric
Corporation, Zlamp (Foshan) Enterprise Co., Ltd., Foshan Nanhai Guangming Electric Appliance Co., Ltd., Foshan Hongbang Electrical & Lighting Co., Ltd.,
Foshan Feidelun Electric Co., Ltd., Xiamen Jiandawei Optoelectronics Technology Co., Ltd, Nanjing Kaixiang Electric Lighting Source Co., Ltd., Haolin Lighting &
Electrical Department of Foshan Chancheng District and Foshan Gaoming District Shijia Lighting Co., Ltd.) were not in its statistics of prediction for the routine
related-party transactions after check, and on 29 Aug. 2012, it supplemented to disclose the routine related-party transactions occurred with the above related parties
from Jan. to Aug. 2012
42
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
2. Related-party transactions regarding purchase and sales of assets
Inapplicable
3. Significant related-party transitions with joint investments
Inapplicable
4. Credits and liabilities with related parties
Was there any non-operating credit or liability with any related party?
□ Yes √ No
5. Other significant related-party transactions
During the reporting period, the Company disclosed the significant related-party transactions
occurred in previous period but not yet disclosed as follows:
(1) In 2009, the Company made an investment of RMB 29.23 million to incorporate Qinghai
Fozhao Lithium Energy Exploitation Co., Ltd. with its related party (Hong Kong) Qinghai Tianji
Rare Elements Technology Development Co., Ltd. and two other companies.
(2) In 2010, the Company made an investment of RMB 25.50 million to incorporate Qinghai
Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. with its related party Qinghai Weili New
Energy Materials Co., Ltd. and three other companies.
(3) In 2009, the Company invested RMB 3 million to jointly incorporate Foshan Lighting Lamps
Co., Ltd. with the related parties of Shanghai Liangqi Electrical Appliance Co., Ltd. and Foshan
Hongbang Electrical and Lighting Co., Ltd. and other four enterprises, and the Company held 60%
equity of Foshan Lighting Lamps Co., Ltd. at that time. Then, the Company successively acquired
all the equity of other six shareholders, therefore, Foshan Lighting Lamps Co., Ltd. is the
wholly-funded subsidiary of the Company now.
(4) In 2010, the Company’s shareholding company—Qinghai Fozhao Lithium Energy Exploitation
Co., Ltd. contributed RMB 55.5 million (including RMB 27.75 million paid by cash and RMB
27.75 million paid by the appraised value of patented technology) to jointly invest on Qinghai Salt
Lake Fozhao Lanke Lithium Industry Co., Ltd. with its related enterprise—Qinghai Power New
Energy Material Co., Ltd..
(5) The Company’s shareholding company—Qinghai Fozhao Lithium Energy Exploitation Co., Ltd.
43
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
provided a total amount of loans as RMB 8,325,470.60 to its related enterprise of Qinghai Salt Lake
Fozhao Lanke Lithium Industry Co., Ltd. for two times in 2010 and 2011 respectively, and the
above loans had been repaid on 1 Apr. 2011.
(6) The Company’s controlled subsidiary—Qinghai Fozhao Lithium Ion Battery Cathode Materials
Co., Ltd. provided a loan of RMB 25 million to its related enterprise of Qinghai Fozhao Lithium
Energy Exploitation Co., Ltd. in 2011, and the interest and principal of the above loan had been
repaid to Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. on 2 Apr. 2011.
(7) In 2010, the Company contributed RMB 0.16 billion to jointly invest on Hefei Guoxuan
High-tech Power Energy Co., Ltd. with its related enterprise of Qinghai Power New Energy
Material Co., Ltd..
The website to disclose the interim announcements on significant related-party transactions
Disclosure date of the interim
Name of the interim announcement Website to disclose the interim announcement
announcement
Announcement on Explaining the Relationship
and Related-party Transaction with (Hong
Kong) Qinghai Tianji Rare Elements
Technology Development Co., Ltd. Jointly 13 Jul. 2012 www.cninfo.com.cn
Incorporating Qinghai Fozhao Lithium Energy
Exploitation Co., Ltd. with the Company in
2009.
Announcement on Explaining the Relationship
and Related-party Transaction with Qinghai
Weili New Energy Materials Co., Ltd. Jointly
13 Jul. 2012 www.cninfo.com.cn
Incorporating Qinghai Fozhao Lithium Ion
Battery Cathode Materials Co., Ltd. with the
Company in 2010.
Announcement on Explanation about
Related-party Relationship and Transaction
Arising from Jointly Contributing and
Incorporating in 2009 Foshan Lighting Lamps
2 Aug. 2012 www.cninfo.com.cn
Co., Ltd. with Shanghai Liangqi Electrical
Appliance Co., Ltd. and Foshan Hongbang
Electrical and Lighting Co., Ltd. & Equity
Transfer
Announcement on Explanation about
Related-party Relationship and Transaction 2 Aug. 2012 www.cninfo.com.cn
Arising from the Company’s Shareholding
44
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Company as Qinghai Fozhao Lithium Energy
Exploitation Co., Ltd. Jointly Investing in
2010 on Qinghai Salt Lake Fozhao Lanke
Lithium Industry Co., Ltd. with Qinghai
Power New Energy Co., Ltd.
Announcement on Explanation about
Related-party Relationship and Transaction
Arising from the Company’s Shareholding
Company as Qinghai Fozhao Lithium Energy
2 Aug. 2012 www.cninfo.com.cn
Exploitation Co., Ltd. Providing Loans to
Qinghai Salt Lake Fozhao Lanke Lithium
Industry Co., Ltd. in 2010 and 2011
Respectively
Announcement on Explanation about
Related-party Relationship and Transaction
Arising from the Company’s Controlled
Subsidiary as Qinghai Fozhao Lithium Ion 2 Aug. 2012 www.cninfo.com.cn
Battery Cathode Materials Co., Ltd. Providing
a Loan of RMB 25 million to Qinghai Fozhao
Lithium Energy Exploitation Co., Ltd. in 2011
Announcement on Explanation about
Related-party Relationship and Transaction
Arising from the Company Jointly Investing
9 Oct. 2012 www.cninfo.com.cn
on Hefei Guoxuan High-tech Power Energy
Co., Ltd. with Qinghai Power New Energy
Material Co., Ltd.
V. Significant contracts and execution
1. Particulars about trusteeship, contract and lease
There was no significant trusteeship, contract or lease for the Company during the reporting period.
2. Guarantees provided by the Company
During the reporting period, there were no external guarantees or guarantees for subsidiaries
provided by the Company.
3. Other significant contracts
Naught
45
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
VI．Performance of commitments
1. Commitments made by the Company or shareholders holding over 5% of the Company’s
shares in the reporting period, or such commitments carried down into the reporting period
Naught
2. The Company’s assets or projects exist profitable prediction and the reporting period is in
such prediction period, it states the profits from the assets or projects reaching original
prediction and relevant reasons
During the reporting period, the Company didn’t make any profitable prediction and the reporting
period wasn’t in such prediction period
VII. Particulars about engagement and disengagement of CPAs firm
CPAs firm engaged at present
Name of domestic CPAs firm GP Certified Public Accountants
Remuneration of domestic CPAs firm (RMB 0’000) 72
Consecutive years of the audit services provided by
20
domestic CPAs firm
Name of the certified public accountants from the
Wang Shaohua, Chen Danyan
domestic CPAs firm
Reengage the CPAs firm at current period or not?
□ Yes √ No
Particulars on engaging the audit firm for the internal control, financial adviser or sponsor
□Applicable √Inapplicable
VIII. Punishment and rectification
Punishment type
Conclusion（if
Name Type Reason for the Disclosure date Disclosure index
any）
investigation
On 4 Jul. 2012, Name of
the Company announcement:
received the Announcement
Rectification
Foshan Electrical “Decision on on Receiving an
Administrative measures have
and Lighting Co., Company Ordering Foshan 6 Jul. 2012 Administrative
regulation been taken.
Ltd. Electrical and Regulatory
Lighting Co., Ltd. Measure Decision
to Take of Guangdong
Rectification CSRC Bureau;
46
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Measures ([2012] Announcement
No. 9)” issued by No.: 2012-024;
Guangdong disclosure
CSRC. website:
www.cninfo.com.
cn
Name of
announcement:
On 4 Jul. 2012,
Announcement
the Company
on Receiving an
received the
Administrative
“Decision on
Regulatory
Ordering Zhong Rectification
Director and Measure Decision
Xincai to Make a Administrative measures have
Zhong Xincai concurrent senior 6 Jul. 2012 of Guangdong
Public regulation been taken.
management staff CSRC Bureau;
Explanation
Announcement
([2012] No. 10)”
No.: 2012-025;
issued by
disclosure
Guangdong
website:
CSRC.
www.cninfo.com.
cn
Name of
announcement:
Announcement
on the Company’s
Senior
Management
Staff Receiving
Trading the CSRC charged a
Administrative the
Senior stocks by using fine of RMB
Zou Jianping punishment from 24 Sept. 2012 Administrative
management staff inside 100,000 for Zou
CSRC Punishment from
information Jianping
CSRC;
Announcement
No.: 2012-052;
Disclosure
website:
www.cninfo.com.
cn
Involved in On 6 Mar. 2013, Name of
Foshan Electrical illegal and Initiated an CSRC announcement:
and Lighting Co., Company incompliant investigation by Guangdong 5 Nov. 2012 Announcement
Ltd. information CSRC Bureau issued the on Significant
disclosure Written Decision Events;
47
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
on Administrative Announcement
Punishment, at No.: 2012-065;
which ordering Disclosure
the Company to website:
rectify and giving www.cninfo.com.
the warnings as cn
well as imposing
a fine of RMB
400,000; giving a
warning to Zhong
Xincai and
imposing a fine
of RMB 150,000;
giving a warning
to Zou Jianping
and imposing a
fine of RMB
100,000；giving
warnings to Liu
Xingming and
Zhao Yong and
imposing the fine
of RMB 30,000
respectively；and
giving warnings
to Xie Qing and
Wei Bin.
Explanation on the rectification:
As for the Written Decision of CSRC Guangdong Bureau on Administrative Regulatory Measures
(2012) No. 9— Decision on Ordering Foshan Electrical and Lighting Co., Ltd. to Adopt
Rectification Measures and Notification of Investigation from CSRC (YZDCT Zi No. 12081), the
Company has supplemented to disclose relevant announcements on 13 Jul. 2012 and 2 Aug. 2012
respectively. Meanwhile, it engaged the Shenzhen Branch of Allbright Law Offices (hereinafter
referred to as “Allbright Law Offices”) as the special legal advisor on the rectification &
standardization of the related-party transactions & information disclosure of the Company, and
engaged GP Certified Public Accountants (hereinafter referred to as “GP”) to check the authenticity
and fairness of transactions regarding the Company selling products to and purchasing goods from
as well as paying processing fee to the related parties, and GP issued the Report on Executing
Agreed Proceedings for relevant Transaction Facts of Foshan Electrical and Lighting Co., Ltd. .
48
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
The Company paid special attention to such events after their occurrence, and in order to prevent
such events from happening again, it learned lessons from the case and adopted the measures as
follows:
1. It reinforced the construction of internal control especially financial management on its
controlled subsidiaries and important shareholding companies, and established the effective control
mechanism for them.
2. It perfected the system on registration & update for related parties and reinforced the
management on the files of related parties as well as combed relevant information, so as to clearly
define the detailed information of the related parties of the Company and update it timely, and
further ensure the authenticity, accuracy and completeness of the information of related parties.
3. It conducted special training on current directors, supervisors and senior management staffs of
the Company, so as to make them systematically know the content of securities laws, rules and
standardized documents, and get familiar with the basic knowledge of securities market, as well as
strengthen the awareness of standardized operation.
After implementing the above rectification measures, the Company has strengthened its awareness
and level of standardized operation, perfected the construction of internal control and enhanced the
quality of information disclosure.
Particulars about the directors, supervisors, senior management staffs and shareholders holding over
5% shares of the Company involving in illegal trading the Company’s stocks and the Company has
disclose to recover the illegal income
□ Applicable √ Inapplicable
IX. Explanation on other significant events
The Company convened the 18th Session of the 6th Board of Directors on 28 Jun. 2012, at which
reviewed and approved the Proposal on Transferring Equity of Shenzhen Liangke Venture Capital
Co., Ltd.. However, due to the transferee Shenzhen Meilu Trade Development Co., Ltd. hasn’t paid
the equity transfer payment totally, the Company’s 18.5% equity held in Shenzhen Liangke Venture
Capital Co., Ltd. hasn’t been transferred to it. Up to 6 Feb. 2013, the transferee had paid RMB 8.50
million for the equity transfer and it promised to pay the rest、interest and fine for delaying payment
before 15 Jun. 2013. After all the equity transfer payment being paid totally and the transfer of
equity being completed, the Board of Directors of the Company will disclose the announcement on
the subsequent progress timely.
49
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
X. Significant events of subsidiaries of the Company
1. The Company convened the 18th Session of the 6th Board of Directors on 28 Jun. 2012, at which
reviewed and approved the Proposal on Liquidating and Writing off the Controlled Subsidiary
Guangdong Fozhao New Light Sources Technology Co., Ltd., and the liquidating and write-off
work has been completed in the middle of March 2013, and the Company also disclosed the
Announcement on Completion of Writing Off the Controlled Subsidiary on 18 Mar. 2013.
2. The Company convened the 22nd Session of the 6th Board of Directors on 16 Aug. 2012, at which
reviewed and approved the Proposal on Transferring the Equity of Foshan Gaoming Fuwan
Landscape Resort Co., Ltd. by Way of Public Auction (for details, please refer to the public notice
published on www.cninfo.com.cn dated 17 Aug. 2012 with announcement no. 2012-046); on 30 Oct.
2012, the Company entrusted Foshan City Rongxin Auction Co., Ltd. to put up 100% equity of
Foshan Gaoming Fuwan Landscape Resort Co., Ltd. for auction, as a result, Guangdong Tuanyi
Investment Group Limited and Foshan Hongyi Property Investment Co., Ltd. successfully acquired
100% equity of Foshan Gaoming Fuwan Landscape Resort Co., Ltd. with the price of RMB
0.31705 billion (for details, please refer to the public notice published on www.cninfo.com.cn
dated 1 Nov. 2012 with announcement no. 2012-064); on 18 Nov. 2012, Foshan Gaoming Fuwan
Landscape Resort Co., Ltd. completed the issue on transferring the equity of Foshan Gaoming
Fuwan Landscape Resort Co., Ltd. (for details, please refer to the public notice published on
www.cninfo.com.cn dated 20 Nov. 2012 with announcement no. 2012-066); from then on, the
Company no longer held any equity of Foshan Gaoming Fuwan Landscape Resort Co., Ltd..
50
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section VI. Change in Share Capital and Particulars about
Shareholders
I. Particulars about the changes in share capital
Before the change Increase/decrease in the change (+,-) After the change
Capitalizat
Issuance ion of
Proportion Bonus Proportio
Number of new public Other Subtotal Number
(%) shares n (%)
shares reserve
fund
I. Shares subject to trading 137,190,4 137,192,6
14.02% 2,175 2,175 14.02%
moratorium 40 15
1. Shares held by the State
2. Shares held by
state-owned corporation
3. Other shares held by
4,286,189 0.44% 4,286,189 0.44%
domestic corporation
Including: shares held by
domestic non-state-owned 3,760,618 0.38% -27,025 -27,025 3,733,593 0.38%
corporation
Shares held by domestic
525,571 0.05% 27,025 27,025 552,596 0.05%
natural person
4. Shares held by foreign 131,815,6 131,815,6
13.47% 13.47%
investment 85 85
Including: shares held by 131,815,6 131,815,6
13.47% 13.47%
foreign corporation 85 85
Shares held by foreign
natural person
5. Shares held by senior
1,088,566 0.11% 2,175 2,175 1,090,741 0.11%
management staffs
II. Shares not subject to 841,373,3 841,371,1
85.98% -2,175 -2,175 85.98%
trading moratorium 05 30
616,152,2 616,150,0
1. RMB ordinary shares 62.96% -2,175 -2,175 62.96%
68 93
2. Domestically listed 225,221,0 225,221,0
23.02% 23.02%
foreign shares 37 37
51
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
3. Overseas listed foreign
shares
4. Others
978,563,7 978,563,7
III. Total shares 100% 100%
45 45
Reason for the changes in share capital:
27025 shares subject to trading moratorium were changed from the shares held by domestic
non-state-owned corporation to the shares held by domestic natural person; due to the original Vice
GM Zhao Yong resigned on 26 Dec. 2012, his shares held were totally changed to shares subject to
trading moratorium, and the shares subject to trading moratorium increased 2175 shares.
II. Issuance and listing of securities
1. Issuance of securities over the past three years
The Company had no issuance of securities over the past three years.
2. Explanation on changes in share capital & the structure of shareholders, the structure of
assets and liabilities
There was no change in share capital and the structure of shareholders during the reporting period.
3. Particulars about staff shares
The Company had no staff shares during the reporting period.
III. Particulars about the shareholders and actual controller
1. Total number of shareholders and their shareholding
Unit: Share
Total number of shareholders at Total number of shareholders on the fifth trading day before
154,375 150,535
the reporting period the disclosure date of the annual report
Particulars about shares held by shareholders with a shareholding percentage over 5%
Increase/ Pledged or frozen shares
decrease Number of Number of
Shareholdin Total shares
Name of Nature of during non-tradabl tradable
g percentage held at the Status of Number of
shareholder shareholder the e shares shares
(%) period-end shares shares
reporting held held
period
52
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
OSRAM Holding
Foreign 131,815,68
Company 13.47% 131,815,685 0 0
corporation 5
Limited
Prosperity Lamps
Foreign 102,751,6
& Components 10.5% 102,751,648 0 0
corporation 48
Limited
DBS
VICKERS(HON Foreign 14,558,49
1.49% 14,558,494 1,143,351 0
G KONG) LTD corporation 4
A/C CLIENTS
Taifook
Securities
Foreign 10,506,21
Company 1.07％ 10,506,212 -400,000 0
corporation 2
Limited-Account
Client
Domestic natural
Zhang Yuan 0.98% 9,600,001 0 9,600,001
person
EAST ASIA
SECURITIES Foreign
0.97% 9,527,080 0 0 9,527,080
COMPANY corporation
LIMITED
Foreign natural
Zhuang Jianyi 0.85% 8,324,132 -80,000 0 8,324,132
person
Guangzhou
Domestic
Prosperity Lamps
non-state-owned 0.57% 5,586,815 675,675 675,675 4,911,140
& Components
corporation
Trade Co., Ltd.
Domestic natural
Zhao Xiyi 0.32% 3,100,000 0 3,100,000
person
The Customer
Credit Trading
Guarantee Domestic
Securities non-state-owned 031% 3,033,502 0 3,033,502
Account of corporation
Guosen Securities
Co., Ltd.
Strategic investor or general
corporation becoming a top ten
Naught
shareholder due to placing of new
shares (if any)
Explanation on associated Among the top ten shareholders of the Company, Prosperity Lamps & Components Limited
53
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
relationship or persons acting in and Zhuang Jianyi exist related relationship, and they are acting-in-concert. Apart from this,
concert among the above-mentioned it’s unknown whether there is any associated relationship among other shareholders of the top
shareholders: ten shareholders, or whether there is any action-in-concert among them regarding to
Administrative Measures on Acquisition of Listed Companies.
Particulars about shares held by the top ten shareholders holding shares not subject to trading moratorium
Type of shares
Name of shareholder Number of tradable shares held at the year-end
Type Number
Prosperity Lamps & Components RMB ordinary
102,751,648 102,751,648
Limited share
Domestically
DBS VICKERS(HONG
14,558,494 listed foreign 14,558,494
KONG) LTD A/C CLIENTS
shares
Domestically
Taifook Securities Company
10,506,212 listed foreign 10,506,212
Limited-Account Client
shares
RMB ordinary
Zhang Yuan 9,600,001 9,600,001
share
Domestically
EAST ASIA SECURITIES
9,527,080 listed foreign 9,527,080
COMPANY LIMITED
shares
Domestically
Zhuang Jianyi 8,324,132 listed foreign 8,324,132
shares
Guangzhou Prosperity Lamps & RMB ordinary
4,911,140 4,911,140
Components Trade Co., Ltd. share
RMB ordinary
Zhao Xiyi 3,100,000 3,100,000
share
The Customer Credit Trading
RMB ordinary
Guarantee Securities Account of 3,033,502 3,033,502
share
Guosen Securities Co., Ltd.
The Customer Credit Trading
Guarantee Securities Account of RMB ordinary
2,937,581 2,937,581
Shenyin & Wanguo Securities Co. share
Ltd.
Explanation on associated
Among the top ten tradable shareholders of the Company, Prosperity Lamps & Components
relationship or/and persons acting
Limited and Zhuang Jianyi exist related relationship, and they are acting-in-concert. Apart from
in concert among the top ten
this, it’s unknown whether there is any associated relationship among other shareholders of the
tradable shareholders and between
top ten tradable shareholders, or whether there is any action-in-concert among them regarding to
the top ten tradable shareholders
Administrative Measures on Acquisition of Listed Companies.
and the top ten shareholders
54
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
2. Particulars about the controlling shareholder and actual controller
There exists no so called controlling shareholder or actual controller.
(1) The first principal shareholder of the Company is OSRAM Holding Company Limited, which
was established in Hong Kong in Jun. 2004 with registered capital of HKD 500,000, the company
principal is Werner Hoffmann, it has no substantial operations and it currently held 13.47% equity
of the Company.
(2) The second principal shareholder of the Company is Prosperity Lamps & Components Limited,
which was established in Hong Kong in 1978 with registered capital of HKD 2 million and Legal
Representative being Zhuang Jianyi, main business scope covering sales and exportation of lighting
products, import and export trade; currently held 10.5% equity of the Company.
Illustration on relationship between the Company and its first principal shareholder
Germany SIEMENS
100%
OSRAM Germany
100%
OSRAM Holding Company Limited
13.47%
Foshan Electrical and Lighting Co., Ltd
3. Particulars about other corporate shareholders with shareholding proportion over 10%
During the reporting period, there was no corporate shareholders holding over 10% shares of the
Company except the above first principal shareholder of OSRAM Holding Company Limited and
second principal shareholder of Prosperity Lamps & Components Limited.
IV. Particulars on shareholding increase scheme proposed or implemented by the
shareholders and act-in-concert persons during the reporting period
No shareholding increase scheme proposed or implemented by the shareholders and act-in-concert
persons during the reporting period.
55
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section VII. Directors, Supervisors, Senior Management Staffs and
Employees
I. Changes in shareholding of directors, supervisors and senior management staffs
Amount of Amount of
shares shares Amount of
Shares
increased decreased shares held
Tenure Ending held at the
Name Office title Sex Age Start date at the at the at the
status date year-begin
reporting reporting period-end
(share)
period period (share)
(share) (share)
Chairman
Zhong
of the Current Male 69 Jun. 2010 Jun. 2013 876,206 0 0 876,206
Xincai
Board
Vice
chairman
of the
Liu
Board and Current Male 50 Jun. 2010 Jun. 2013 351,280 0 0 351,280
Xingming
concurrent
ly General
Manager
Francis
12 Apr.
Michael Director Former Male 64 Jun. 2010 0 0 0 0
2012
Piscitelli
Joerg 23 Jul.
Director Former Male 49 Jun. 2010 0 0 0 0
Thaele 2012
Wu 23 May
Director Current Male 46 Jun. 2013 0 0 0 0
Shengbo 2012
Michel
21 Aug.
Jean-paul Director Current Male 49 Jun. 2013 0 0 0 0
2012
Henri
Liu Independe
Current Male 64 Jun. 2010 Jun. 2013 0 0 0 0
Zhenping nt director
Dou Independe
Current Male 53 Jun. 2010 Jun. 2013 0 0 0 0
Linping nt director
Zhang Independe 24 Jul.
Former Female 39 Jun. 2010 0 0 0 0
Haixia nt director 2012
56
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Xue Independe 21 Aug.
Current Male 44 Jun. 2013 0 0 0 0
Yizhong nt director 2012
Ye Zaiyou Director Current Male 56 Jun. 2010 Jun. 2013 0 0 0 0
26 May 26 Dec.
Zhao Yong Director Former Male 46 8,700 0 0 8,700
2011 2012
Chairman
of
Jiao
Supervisor Current Male 40 Jun. 2010 Jun. 2013 22,880 0 0 22,880
Zhigang
y
Committee
Ye
Zhenghon Supervisor Current Male 39 Jun. 2010 Jun. 2013 20,560 0 0 20,560
g
Yang
Supervisor Current Male 47 Jun. 2010 Jun. 2013 3,900 0 0 3,900
Xudong
Zhuang
Supervisor Current Male 55 Jun. 2010 Jun. 2013 0 0 0 0
Rujia
Zhang 26 May
Supervisor Current Male 61 Jun. 2013 0 0 0 0
Yingqi 2011
Deputy
12 Jun.
Xie Qing General Current Male 38 Jun. 2013 12,950 0 0 12,950
2012
Manager
Deputy
General
Manager
Zhou 5 Jan.
and Current Male 51 Jun. 2013 0 0 0 0
Xiangfeng 2011
Secretary
to the
Board
Deputy
14 Dec.
Wei Bin General Current Male 43 Jun. 2013 15,684 0 0 15,684
2011
Manager
Wang Financial
Current Female 50 Jun. 2010 Jun. 2013 140,013 0 0 140,013
Shuqiong Manager
Deputy
Zou 14 Dec. 24 Sept.
General Former Male 57 0 0 0 0
Jianping 2011 2012
Manager
Total 1,452,173 1,452,173
II. Post-holding situation
Main working experience of current directors, supervisors and senior management staffs over the
past five years:
57
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(1) Work experience of directors
Zhong Xincai: Male, born in Nanjing, Jiangsu Province in 1943,, of technical secondary school
education, who is currently Chairman of the Board. He was assigned to the Company after his
graduation from Nanjing Radio Industrial School in 1964 and has been working here ever since.
Successively since 1979 he acted as chief of workshop, production and technical section chief,
deputy factory director, and then the factory director; since 1985 he acted as Manager of the
Company; since 1992, he was successively acted as Chairman of the Board, General Manager as
well as Sectary of the Party Committee. He has been engaged in production work of electric light
source for over 40 years, possessed rich professional knowledge in electric light source as well
enterprise management experience. He has been honorably awarded advanced worker by Ministry
of Light Industry, nationwide and provincial excellent enterpriser; provincial and municipal Party
Representative, and the Deputy to the Eighth and the Ninth Provincial People's Congresses.
Liu Xingming: Male, born in Xinhui, Guangdong Province in 1962, bachelor degree holder,
engineer, and is currently Executive Director and Deputy General Manager of the Company. He
joined the Company in 1983, and once worked as Chief of workshop, assistant to general manager.
He was Deputy General Manager of the Company from 1997 to 2005 and acted as General Manager
from Dec. 2005 to Nov. 2008; acted as Deputy General Manager of the Company since Dec. 2008
and was in charge of sales business, and was in charge of new energy business and LED business in
2011; concurrently worked as the Vice Chairman of the Board of the Company since Apr. 2011, and
General Manager of the Company since Apr. 2012. Since 1995 he has been elected as director of the
Company.
Wu Shengbo: Male, American nationality, born in May 1966, bachelor degree of Thermal
Engineering Department of Tsinghua University, master degree of Mechanical Engineering of
University of Nebraska-Lincoln and master degree of Information Management System of
American Keller Graduate School. From Aug. 1993 to Dec. 2008, he worked in GE and
successively acted as General Manager in China of Optimization & Control Department of Energy
Group and concurrently the President & CEO of Xinhua Control Engineering Co., Ltd., Operating
General Manager of Control Solution Department in Asia-pacific Area, etc.; from Jan. 2009 to Apr.
2012, he worked in Honeywell and acted as the General Manager of Process Control Department in
China; since Apr. 2012, he has been worked in OSRAM Holding Company Limited, acting as the
President in Asia-Pacific Area.
Michel Jean-paul Henri: Male, American nationality, born in Dec. 1963, bachelor degree of Finance
& Accounting of Ecole Superieure de Commerce de Reims. From 1 Sept. 2002, he joined OSRAM
Group and successively acted as Chief of Assets Management Department, Supervisory Officer of
General Illumination Business and CFO of North America Area; now he is the CFO of OSRAM
Asia-pacific Co., Ltd., mainly responsible for the financial performance and strategic development
of OSRAM Group in the Asia-pacific area.
Ye Zaiyou: Male, born in Nanhai, Guangdong province in 1956,, junior middle school in
educational background, director of the Company from the 1st to 6th Board of Directors. He is
currently the Chairman of the Board of Nanhai Wuzhuang Global Ceramic Factory, also sponsor
shareholder of the Company.
Dou Linping (Independent Director): Male, born in Beijing in 1959, bachelor degree. Majoring in
Metal Materials and Heat Treatment at Beijing University of Technology from Sept. 1978 to Jul.
1982; worked in Beijing Lamp Factory from Jul. 1982 to Mar. 1985 and Vice Section Chief in the
58
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Design Section early in 1984; Chief of the Design Office in Beijing Lamps Research Institute from
Mar. 1985 to Dec. 1992 and Vice Director of the Institute since 1990; worked in China Association
of Lighting Industry from Jan. 1993 to May 2012. He has been the Vice Secretary General of China
Illuminating Engineering Society since Jun. 2012. And he was elected as the independent director of
the 6th Board of Directors in Jun. 2010.
Liu Zhenping (Independent Director): Male, born in Shenyang, Liaoning Province in 1948, a
postgraduate from Chinese Academy of Social Sciences with a title of senior accountant. Young
intellectual in the Langjia Unit, Yuhong District, Shenyang from Sept. 1968 to Sept. 1971;
Accountant, Chief Accountant and then Chief of the Financial Affairs at Accountancy Office of
Shenyang Bulb Factory from Sept. 1971 to Nov. 1983; Vice Chief (General Accountant) in
Shenyang Bulb Factory from Nov. 1983 to Sept. 1992; Factory Director and Party Committee
Secretary of Shenyang Bulb Factory from Sept. 1992 to Jan. 1998; GM, Party Committee Secretary
and Chairman of the Board of Shenyang Northeast Lighting Co., Ltd. from Jan. 1998 to Jul. 2004;
From Jul. 2004 till now, GM and Partner of Liaoning Huize Certified Public Accountants Co., Ltd.;
Vice President of China Association of Lighting Industry, Chief of Electric Light Source
Specialized Committee since 1992; Deputy to People’s Congress and a member of the Politics and
Law Committee under the Standing Committee of the People’s Congress in Tiexi District,
Shenyang from 1992 to 2007. He was elected as the independent director of the 6th Board of
Directors in Jun. 2010.
Xue Yizhong (independent director): Male, born in Jul. 1968, from Xuzhou Anhui, master degree
and owning Lawyer Qualification Certificate, Economist Qualification Certificate and Political
Worker Qualification Certificate. From the year of 1993 to 2001, he successively worked as Vice
Section Chief, Section Chief, Vice Division Chief and Division Chief of International Business
Division, Legal Affairs Division and Credit Management Division (including Assets Risks
Management Section, Property Credit Section, Foreign Currency Credit Section, Project Credit
Section and Industrial & Commercial Section and other functional departments); from the year of
2001 till now, he works in Grandall Law Firm and acts as the Senior Partner, Principal of Financial
Professional Committee and Management Partner of Shenzhen Office.
(2) Work experience of supervisors
Jiao Zhigang: Male, born in Shenqiu, Henan Province in May 1972, bachelor degree holder, is
Chairman of the Supervisory Committee of the Company. His administrative post is management
storage, motorcade and logistics of the Company, including domestic distribution. He graduated
from South China University of Technology in Jul. 1994, and at the same year he entered Foshan
Electrical and Lighting Co., Ltd. to work until now.
Ye Zhenghong: Male, born in Jun. 1973, college degree, is Supervisor of the Company. He
graduated from Shenyang Industrial College with Metallurgy Machinery major in Jul. 1995. He was
assigned to Foshan Electrical and Lighting Co., Ltd. in Jul. 1995; worked in Machine Repair Shop
form Jul. 1995 to Jun. 1997; worked in Machinery Dynamic Department from Jul. 1997 to Jan.
2001; acted as Equipment Management Director in T8 Fluorescent Lamp factory from Feb. 2001 to
Jan. 2005; acted as Director of Machine Repair Workshop from May 2005 to Jan. 2007; acted as
Chief Officer of Machinery Dynamic Department from May 2006 to Dec. 2007; and acted as
factory director of T8 Fluorescent Lamp factory from Jan. 2008 till now.
Yang Xudong: Male, born in Oct. 1965, college degree, the Supervisor of the Company. He
graduated from Heilongjiang Electronic Industry School in Jul. 1987 and worked as a technician in
Heilongjiang Fularji Power Plant from Jul. 1987 to Jun. 1994; he worked in Nanhai Power Plant I
59
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
from Jun. 1994 to Jul. 2007; he has been serving as the Deputy Factory Director in Gaoming
Branch of the Company since Jul. 2007. He is also a Deputy to the 9th People’ Congress of
Guangdong Province.
Zhuang Rujia: Male, born in Oct. 1975, in Chaoyang, Guangdong Province, graduated from
technical secondary school, the Supervisor of the Company. He consecutively acted as director of
Prosperity Lamps & Components Limited for more than twenty years, and was director of Zhejiang
Prosperity Lighting Electrical Co., Ltd. and Prosperity (Hangzhou) Lighting Electrical Co., Ltd.; he
has experience of several years in operating & running and marketing strategy of lighting industry.
Zhang Yingqi, male, comes from Shanghai, born in Feb. 1951, a postgraduate. From Nov.
1968 to Feb. 1969, he worked as a worker at the No. 7 Loading Area of Shanghai Port Bureau;
from Feb. 1969 to Aug. 1986, he served as a cadre in the air force of Guangzhou military
region; from Aug. 1986 to Dec. 1993, he acted as secretary and manager of Guangzhou Pearl
River Enterprises Group; from Dec. 1993 to Sep. 2003, he worked in Guangzhou Pearl River
Investment Fund Management Co., Ltd. as the General Manager; from May 2001 to Aug. 2010,
he worked as the General Manager in Guangzhou Pearl River Asset Management Co., Ltd. and
held the post of Chairman of the Board of Directors from Aug. 2010 to Mar. 2012, and; since
Dec. 2002, he has been serving as a supervisor in Guangzhou Pearl River Beer Co., Ltd; then
since May 2011, he has been serving as a supervisor in the Company.
(3) Work experience of senior management staffs
Wei Bin: male, born in May 1969, nationality: Chenzhou City, Hunan Province, graduated from
South China University of Technology, bachelor’s degree and was an engineer. He worked in the
Company since 1991, studies in general bulbs workshop till Mar. 1992; from Mar. 1992 to the end
of 1996, he was responsible for development of products in research institute; from Jan. 1997 to
Dec. 2004, he acted as director of energy saving lamp workshop; from Jan. to Dec. 2005, he acted
as director of HID workshop; from 2006 to Nov. 2008, he acted as director of T5 workshop; from
Nov. 2008 to Sep. 2009, he was acting as Head of Technology Department. And he has been
working as the Deputy General Manager of the Company since Sep. 2009, and continued to be
engaged as the Deputy General Manager of the Company in Dec. 2011.
Xie Qing: Male, born in Apr. 1974, electric-light-source engineer, is the Deputy General Manager
of the Company. He graduated from Nanjing Radio Industrial School in Jul. 1994, and worked in
the General Bulbs Workshop of the Company upon his graduation, and successively became the
Chief of the production line after three months, technician of the General Bulbs Workshop in Mar.
1996, Chief of Middle-grade Lamp Workshop in May 1997, Chief of Sing-end Lamps Workshop
from 1998 to 2010, and Deputy General Manager of the Company since Jun. 2010, and continued to
be engaged as the Deputy General Manager of the Company in Dec. 2012.
Wang Shuqiong: Female, born in Qinghai in Apr. 1962, a graduate of technical secondary school,
currently Financial Department Manager. She worked in Qinghai Bulb Factory in Jul. 1982, and
then transferred to Qinghai Xining Financial Bureau in Dec. 1988. She joined Foshan Electrical and
Lighting Co., Ltd. in Apr. 1993 and worked herein until now.
Zhou Xiangfeng, male, was born in Dec. 1961. He belongs to Chinese nationality and has no
right of permanent residence abroad. He graduated from Zhongnan University of Economics
and Law with a master degree majoring in economics. He once worked as a lecturer in the
School of Economics of Hainan University, the fully-authorized securities representative of
Guangdong Macro Co., Ltd., the office director in Guangzhou Branch and the general manager
60
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
of Huangpu Business Office of China Securities Co., Ltd., and the secretary to the board of
directors, the director of listing office, as well as the head of strategy development department
of Guangdong Nanfang Soda Ash Industrial Co., Ltd. He began to be the Secretary to the Board
of the Company on 8 Jan. 2011, and concurrently took the post of Deputy GM of the Company on
15 Aug. 2011.
Post-holding in shareholders’ units
√Applicable □Inapplicable
Name of the
person holding
Position in Receives payment
Beginning date Ending date of
any post in Name of shareholder’s unit shareholder’s from shareholder’s
of office term office term
unit unit?
shareholder’s
unit
Zhuang Rujia Prosperity Lamps & Components Limited Director 28 Apr. 1989 Yes
Post-holding in other units
√Applicable □Inapplicable
Name of the
person holding Position in Beginning date Ending date of Receives payment
Name of other unit
any post in other unit of office term office term from other unit?
other units
Wu Shengbo
OSRAM Asia-Pacific Co., Ltd. President 1 Apr. 2012 Yes
Michel
OSRAM Asia-Pacific Co., Ltd. CFO 1 Sept. 2002 Yes
Jean-paul Henri
Liaoning Huize Certified Public General
Liu Zhenping 18 Jul. 2004 Yes
Accountants Co., Ltd. Manager
Shenyang Zhongzhou Shenghua Financial General
Liu Zhenping 5 Aug. 2011 Yes
Management Co., Ltd. Manager
Secretary
Dou Linping China Illuminating Engineering Society 5 Jun. 2012 Yes
General
Senior
Xue Yizhong Grandall Law Firm 17 May 2001 Yes
Partner
Foshan Nanhai Wuzhuang Global Ceramic Chairman of
Ye Zaiyou 10 Aug. 1993 Yes
Factory the Board
III. Remuneration for directors, supervisors and senior management staffs
Decision-making procedure, determining basis and actual payment for the remuneration of directors,
supervisors and senior management staffs
Decision-making procedure for the
The Remuneration & Appraisal Committee under the Board of Directors decides the
remuneration of directors, supervisors and
remuneration of directors, supervisors and senior management in accordance with the
senior management
61
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Plan for Implementing the Equity Incentive Mechanism for Middle-and Top-Rank
Management Personnel reviewed and approved on the 2001 Annual Shareholders’
General Meeting, and the particulars on completing current main financial indexes &
operating goals, as well as the fulfillment of job responsibilities by them.
The remuneration of directors (excluding independent directors), supervisors and senior
management who withdraw remuneration in the Company are all decided in accordance
Basis for determining the remuneration of with the Company’s Plan for Implementing the Equity Incentive Mechanism for
directors, supervisors and senior Middle-and Top-Rank Management Personnel and relevant appraisal indexes.
management The allowance of independent directors should be submitted to the 2010 Annual
Shareholders’ General Meeting for review and approval after being reviewed and
approved by the Board of Directors.
Actual payment of the remuneration of The total remuneration (before tax) actually paid for the directors, supervisors and
directors, supervisors and senior senior management staffs in 2012 was RMB 7,714,232.
management
Remuneration for directors, supervisors and senior management staffs of the Company during the
reporting period
Total Total Actual
remuneration remuneration remuneration
Name Office title Sex Age Tenure status gained from the gained from gained at the
Company (before shareholder’s period-end(RM
tax)(RMB Yuan) unit B Yuan)
Chairman of
Zhong Xincai Male 69 Current 1,620,000.00 1,620,000.00
the Board
Vice chairman
of the Board
and
Liu Xingming Male 50 Current 1,000,000.00 1,000,000.00
concurrently
General
Manager
Wu Shengbo Director Male 46 Current
MICHEL
Jean-paul Director Male 49 Current
Henri
Joerg Thaele Director Male 49 Former
Francis
Michael Director Male 64 Former
Piscitelli
Independent
Liu Zhenping Male 64 Current 100,000.00 0.00 100,000.00
director
62
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Independent
Dou Linping Male 53 Current 100,000.00 0.00 100,000.00
director
Independent
Zhang Haixia Female 39 Former 64,867.00 64,867.00
director
Independent
Xue Yizhong Male 44 Current 41,665.00 41,665.00
director
Ye Zaiyou Director Male 56 Current
Zhao Yong Director Male 46 Former 600,000.00 600,000.00
Chairman of
Jiao Zhigang Supervisory Male 40 Current 650,000.00 650,000.00
Committee
Ye Zhenghong Supervisor Male 39 Current 270,000.00 270,000.00
Yang Xudong Supervisor Male 47 Current 120,000.00 120,000.00
HKD890,125.0
Zhuang Rujia Supervisor Male 55 Current 0.00 HKD890,125.00
0
Zhang Yingqi Supervisor Male 61 Current
Deputy
Xie Qing General Male 38 Current 650,000.00 650,000.00
Manager
Deputy
Wei Bin General Male 43 Current 650,000.00 650,000.00
Manager
Deputy
General
Zhou
Manager and Male 51 Current 650,000.00 650,000.00
Xiangfeng
Secretary to the
Board
Wang Financial
Female 50 Current 750,000.00 750,000.00
Shuqiong Manager
Deputy
Zou Jianping General Male 57 Former 447,700.00 447,700.00
Manager
Particulars about the equity incentives granted for the directors, supervisors and senior management
staffs of the Company
□ Applicable √ Inapplicable
63
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
IV. Changes in engagement and dismissal of Directors, Supervisors and Senior Management
Staffs within the reporting period
Name Position Type Date Reason
Francis Michael Mr. Francis Michael Piscitelli resigned from the post of
Director Left the office 12 Apr. 2012
Piscitelli director of the Company due to personal reason
Chairman of the
Mr. Zhong Xincai resigned from the post of general
Board and
Zhong Xincai Left the office 20 Apr. 2012 manager of the Company due to personal reason, and
concurrently
only takes the post of the chairman of the board
General Manager
Mr. Joerg Thaele resigned from the post of director of the
Joerg Thaele Director Left the office 23 Jul. 2012
Company due to personal reason
Independent Ms. Zhang Haixia resigned from the post of independent
Zhang Haixia Left the office 24 Jul. 2012
Director director of the Company due to personal reason
Vice General Mr. Zou Jianping resigned from the post of vice general
Zou Jianping Left the office 24 Sept. 2012
Manager manager of the Company due to personal reason
Director and Mr. Zhao Yong resigned from the post of director and
Zhao Yong Vice General Left the office 26 Dec. 2012 vice general manager of the Company due to personal
Manager reason
V. Particulars about changes in core technical team or key technicians during the reporting
period (not directors, supervisors or senior management staffs)
There were no changes in the core technical team or key technicians during the reporting period.
VI. About employees
As to 31 Dec. 2012, the Company has 7657 employees in active service, and the professional
structure and educational background are as follows:
Proportion in total amount of
Professional structure of employees Amount
employees(%)
Production staff
6909 90.23
Technical staff
453 5.92
Sales staff
223 2.91
Administration staff
40 0.52
Financial staff
32 0.42
64
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Total
7657 100
Staffs’ Professional Structure Chart
员工专业结构图
2.91%
0.52%
0.42%
5.92%
Production staff
生产人员
Technical
技术人员staff
营销人员
Sales staff
行政人员 staff
财务人员
Financial staff
90.23%
Educational backbroud Amount Proportion in total amount of
employees
Above college level
921 12.03
Technical secondary school and
1863 24.33
senior high school
Below senior high school
4873 63.64
Total
7657 100
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Staffs’ Education Background Structure Chart
Above college level
Technical secondary school and senior high school
Below senior high school
2. The Company has signed the labor contracts with all its staffs and handled the social insurance
for the staffs, as well as established the public reserve funds system. There were no particulars in
violation of laws and regulations when executing the national employment system, labor protection
system, social security system and medical security system. And the Company need not undertake
the expenses of resigned and retired staffs.
3. Employee’s remuneration policy
The employee’s remuneration of the Company was paid monthly in accordance with relevant
remuneration management system of the Company, and distributed the performance salary at the
year-end according to its business performance and appraisal result.
4. Employees’ training plan
The Company established the internal team of lecturers in accordance with the development needs
of the Company, making the skilled staffs to teach business and technical knowledge regularly to
the new staffs; meanwhile, it made key training on the staffs of the marketing, R&D and production
departments by way of combination of internal & external training according to the needs of the
development strategies and functional departments of the Company, so as to cultivate excellent
talents team and enhance its competiveness.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section VIII. Corporate Governance
I. Basic information of corporate governance
During the reporting period, in strict accordance with relevant requirements of Company Law,
Securities Law, Code of Corporate Governance of Listed Companies and Rules of Stock Listing of
Shenzhen Stock Exchange as well as other relevant laws, rules and regulations, the Company
continuously perfected the corporate governance structure and set up an effective corporate
governance system. At present, the Company has set up governance structure of responsible
Shareholders’ General Meeting, the Board of Directors, the Supervisory Committee and managers,
who performed right of decision-making, execution and supervision respectively according to their
duties; besides, the Company set up special committees of the Board of Directors and system for
independent directors. The Company strengthened information disclosure of principal shareholders
and persons acting-in-concert, forbidden shareholders of the Company to misapply their rights. The
Company separated from the principal shareholder in personnel, assets, business, financial affairs
and organizational, and was absolutely impendent. The Company timely revised and perfected
various systems in accordance with the latest issued laws & rules and relevant regulations of CSRC
and Shenzhen Stock Exchange. And the corporate governance is basically in line with the
requirements of relevant laws, regulations and regular documents.
The main systems (all published on www.cninfo.com.cn) established by the Company are as
follows:
The latest session to review and approve the
No. Name of system Disclosure date
system
1 The First Special Shareholders’ General 22 Aug. 2012
Articles of Association
Meeting for 2012
Rules of Procedure for Shareholders’ General The First Special Shareholders’ General 22 Aug. 2012
2
Meeting Meeting for 2012
The First Special Shareholders’ General 22 Aug. 2012
3 Rules of Procedure for Board of Directors
Meeting for 2012
The First Special Shareholders’ General 22 Aug. 2012
4 Rules of Procedure for Supervisory Committee
Meeting for 2012
5、 Work System for Independent Directors The Third Session of the Fifth Board of 28 Aug. 2007
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Directors
6 Working Rules of GM The 21st Session of the 6th Board of Directors 2 Aug. 2012
7 Administrative Measures on Information The Third Session of the Fifth Board of 28 Aug. 2007
Disclosure Directors
8 Management System on Related-party Transactions The Third Session of the Fifth Board of 28 Aug. 2007
Directors
9 Management System on Securities Investment The Third Session of the Fifth Board of 28 Aug. 2007
Directors
10 Management System on the Shares Held by The 23rd Session of the 5th Board of Directors 29 Apr. 2010
Directors, Supervisors and Senior Management
Staffs & Their Variation
11 Internal Control System The 23rd Session of the 5th Board of Directors 29 Apr. 2010
12 Accountability System on Material Errors in The Third Session of the Sixth Board of 15 Jul. 2010
Information Disclosure of Annual Report
Directors
13 Management System on Reporting of External The Third Session of the Sixth Board of 15 Jul. 2010
Information Directors
14 Management System on Registration of The 16th Session of the 6th Board of Directors 25 Apr. 2012
Information Insiders
15 Work System for Secretary to the Board The 17th Session of the 6th Board of Directors 13 Jun. 2012
16 Management System on Profits Distribution The 18th Session of the 6th Board of Directors 29 Jun. 2012
17 Plan on Return for Shareholders in the Future Three The 21st Session of the 6th Board of Directors 29 Jun. 2012
Years (from the Year of 2012 to 2014)
18 Internal Audit System The 21st Session of the 6th Board of Directors 2 Aug. 2012
19 Financial Management System The 21st Session of the 6th Board of Directors 2 Aug. 2012
20 Method on Risks Assessment The 21st Session of the 6th Board of Directors 2 Aug. 2012
21 System on Anti-fraud and Reporting The 21st Session of the 6th Board of Directors 2 Aug. 2012
22 Management System on Assets Impairment The 27th Session of the 6th Board of Directors 12 Dec. 2012
Provision
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
There was no difference between the corporate governance and the Company Law and relevant
rules of CSRC
Progress of corporate governance activities, promulgation and implementation of Registration
System for Information Insiders
The Company actively responded to the special inspection work of CSRC and CSRC Guangdong
Bureau on corporate governance and attended the work sessions on the corporate governance of
listed companies, and it promulgated and perfected various systems in accordance with
requirements of CSRC and CSRC Guangdong Bureau, so as to further improve its corporate
governance structure and increase its governance level. At present, the Company has promulgated
the Management System for Information Insiders and the Management System on Reporting of
External Information, and during the period of preparing the periodical reports and occurring
significant events, requiring the relevant personnel truthfully and completely record the name list of
the information insiders involved in the links of reporting, transfer, preparation, examination,
disclosure of inside information before disclosure, time of knowing the inside information and the
content, etc., and report the File of Information Insiders according to the requirements of regulatory
authorities. Through the above works, the Company further standardized the management on record
of information insiders, strengthened the confidential work for inside information, effectively
prevented the illegal behaviors of using inside information for trading, and performed the fair
principle in information disclosure, so as to protect the interest of the investors.
The Company’s former Vice General Manager Mr. Zou Jianping and relevant personnel used the
inside information for trading stocks of the Company during the period of planning & promoting
the investment in new energy project in 2009, who received the administrative punishment of
CSRC on 20 Sept. 2012 (for details, please refer to the public notice published on
www.cninfo.com.cn dated 24 Sept. 2012, with announcement no. 2012-052), the Company would
learn from the case and organize the directors, supervisors, senior management staffs and relevant
personnel possibly contacting the inside information to learn relevant laws, rules and systems, so as
to increase their awareness of standardized operation and confidence, and more strictly execute the
Management System for Registration of Information Insiders.
II. Particulars about annual shareholders’ general meeting and special shareholders’ general
meeting held during the reporting period
1. Particulars about annual shareholders’ general meeting held during the reporting period
Session Convening date Name of proposal Resolution Disclosure date Disclosure index
1. 2011 Annual Work Name of
Report of the Board; 2. announcement:
2011Annual Work Report of Announcement on
2011 Annual All the proposals are
the Supervisory Board; 3. Resolutions Made at
Shareholders’ 23 May 2012 approved at the 24 May 2012
Proposal on 2011 Annual the 2011 Annual
General Meeting session
Report and Its Abstract; 4. Shareholders’
Proposal on 2011 Annual General Meeting;
Financial Statement Report; Announcement No.:
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
5. Proposal on 2011 Annual 2012-014; disclosure
Profit Distribution Pre-plan; website:
6. Proposal on Reengaging www.cninfo.com.cn
GP Certified Public
Accountants as the Audit
Firm of the Company in
2012; 7. Proposal on the
2012 Annual Routine
Related-party Transactions;
8. Proposal on Election of
Mr. Wu Shengbo as
Director.
2. Particulars about special shareholders’ general meeting held during the reporting period
Session Convening date Name of proposal Resolution Disclosure date Disclosure index
1. Proposal on Election of
Mr. Xue Yizhong as
Independent Director; 2.
Proposal on Election of Mr.
Michel Jean-paul Henri as
Director; 3. Proposal on
Management System on Name of
Profits Distribution; 4. announcement:
Proposal on Plan on Return Announcement on
for Shareholders in the Resolutions Made at
The First Special Future Three Years (from the First Special
All the proposals are
Shareholders’ the Year of 2012 to 2014); 5. Shareholders’
21 Aug. 2012 approved at the 22 Aug. 2012
General Meeting Proposal on Revising the General Meeting for
session
for 2012 Articles of Association of 2012;
the Company; 6. Proposal Announcement No.:
on Revising the Rules of 2012-047; disclosure
Procedure for Shareholders’ website:
General Meeting; 7. www.cninfo.com.cn
Proposal on Revising the
Rules of Procedure for
Board of Directors; 8.
Proposal on Revising the
Rules of Procedure for
Supervisory Committee
The Second Proposal on Transferring the The proposal is Name of
Special 17 Oct. 2012 Equity of Foshan Gaoming approved at the 18 Oct. 2012 announcement:
Shareholders’ Fuwan Landscape Resort session Announcement on
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
General Meeting Co., Ltd. by Way of Public Resolutions Made at
for 2012 Auction the Second Special
Shareholders’
General Meeting for
2012;
Announcement No.:
2012-061; disclosure
website:
www.cninfo.com.cn
III. Performance of the Independent Directors
1. Particulars about the independent directors attending the board sessions and the
shareholders’ general meetings
Particulars about the independent directors attending the board sessions
Failing to present
Presence by
Name of independent Due presence Presence in Entrusted in person for two
telecommunicati Absence (times)
directors (times) person (times) presence (times) consecutive
on (times)
sessions or not
Liu Zhenping 16 5 11 0 0 No
Dou Linping 16 5 11 0 0 No
Zhang Haixia 10 2 8 0 0 No
Xue Yizhong 6 3 3 0 0 No
Presence of independent directors in
3
shareholders’ general meeting (times)
2. Particulars about independent directors propose objection on relevant events
Did independent directors raise any disagreement about matters of the Company?
√ Yes □ No
Name of independent director What the disagreement is about Contents of the disagreement
The three independent directors were of
Proposal on the treatment of the the opinion that: The “Equity Transfer
Company’s equity-holdings in Hefei Agreement” was signed with Hefei
Guoxuan Hi-tech Power Energy Co., Ltd. Guoxuan Marketing Planning Co., Ltd. on
Liu Zhenping, Dou Linping and Xue & the termination of the “Equity Transfer 14 Jul. 2010 upon approval of the
Yizhong Agreement” signed by the Company and Company’s Board of Directors. The
Hefei Guoxuan Marketing Planning Co., contract is now still in execution. If the
Ltd. on an earlier date equity cannot be transferred on the
conditions mentioned in the board
resolution on 12 Sept. 2012, the three
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
independent directors are against the
termination of the “Equity Transfer
Agreement” on an earlier date so that the
Company can avoid unnecessary loss. So
the three independent directors have voted
against the proposal (for more details, see
the “Announcement No. 2012-056 on
Resolutions of the 25th Session of the 6th
Board of Directors” disclosed by the
Company on http://www.cninfo.com.cn
dated 26 Sept. 2012).
Explanation about the disagreement raised
Naught
by independent directors
3. Other explanation on performance of independent directors
Whether the advices of independent directors for the Company were adopted or not?
√ Yes □ No
Explanation on the advices of independent directors for the Company being adopted
During the reporting period, in accordance with the requirements of Company Law, Code of
Governance of Listed Companies, Articles of Association and relevant systems, the independent
directors of the Company attended the board sessions held during the reporting period, carefully
reviewed the proposals proposed on the sessions, paid attention to the operation of the Company,
performed the duties sincerely and diligently, and issued independent opinion on the related-party
transactions, equity transfer, external financial subsidies, etc., as well as proposed many precious
advices on perfection of systems and decision of routine operation of the Company, so as to play an
active role in protecting the legal right of the Company and its shareholders.
IV. Performance of the Special Committees under the Board during the reporting period
(I) Work situation of the Audit Committee
According to the related provisions of China Securities Regulatory Commission and Shenzhen
Stock Exchange, as well as the Rules of Implementation for the Audit Committee of the Board, the
Audit Committee diligently performed the following work duties:
1. On 18 Jan. 2012, the Audit Committee convened a session and carefully reviewed the financial
statements submitted by the Company’s Financial Department, including the balance sheet as at 31
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Dec. 2011, the profit statement, the statement of changes in shareholders’ equity and the cash flow
statement as of the fiscal year 2011, as well as the notes to the said financial statements. Special
attention has been paid to the authenticity and completeness of the accounting data, as well as
whether the financial statements are in strict compliance with the 38 specific rules, including the
newly issued Accounting Standards for Business Enterprises, and the Company’s regulations
concerning financial affairs. And the Audit Committee believed that the Company’s financial
statements basically reflect the financial situation, operating results and cash flow of the Company
during the reporting period.
Since there is a period of time between this preliminary review of the financial statements and the
formal issuance of the auditor’s report and the financial statements, we hereby remind the
Company’s Financial Department to pay attention to dealing with the follow-up affairs after the date
of Balance Sheet in strict compliance with the New Accounting Standards for Business Enterprises,
so as to ensure the factuality, fairness and completeness of the financial statements.
2. On 16 Apr. 2012, the Audit Committee convened a session and reviewed the financial statements
submitted by the Company, on which the registered accountants had issued their preliminary audit
opinions, including the balance sheet as at 31 Dec. 2011, the profit statement, the statement of
changes in shareholders’ equity and the cash flow statement as of the fiscal year 2011, as well as the
notes to the said financial statements.
After the communication with the registered accountants regarding their preliminary audit opinions,
as well as our further referring to the supplementary account books and records, the Audit
Committee believed that the Company had handled the events after the balance sheet date in strict
compliance with the New Accounting Standards for Business Enterprises; And the Company has
prepared its financial statements in accordance with the New Accounting Standards for Business
Enterprises and the related financial system of the Company, which are a fair presentation of the
financial position of the Company as at 31 Dec. 2011, as well as the operating results and cash
flows for the year then ended. All members of the Audit Committee signed to approve the following
proposals:
(1) 2011 annual financial and accounting report of the Company;
(2) Summary report by the Audit Committee on the 2011 annual audit performed by GP Certified
Public Accountants Co., Ltd.;
(3) GP Certified Public Accountants Co., Ltd. has been serving as the Company’s annual auditor for
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
more than ten years. And it performed competently, diligently and responsibly during the 2011
annual auditing. Therefore, the Audit Committee hereby proposes to renew the employment of GP
Certified Public Accountants Co., Ltd. as the annual auditor for the year 2012.
3. The Audit Committee convened a session on 27 Aug. 2012 to review the Work Report &
Summary on Internal Audit of the Company submitted by the Audit Department and Proposal on
Engagement of Principal of the Audit Department of the Company.
4. The Audit Committee convened a session on 27 Nov. 2012 to review the Work Report on Internal
Audit of the Company submitted by the Audit Department.
(II) Work situation of the Remuneration and Appraisal Committee
During the reporting period, based on the completion status of the Company’s major financial
targets and business objectives in 2011, the work scopes and main responsibilities of the Company’s
present directors, supervisors and other senior management staffs, and the completion status of
indexes concerning the performance assessment of the Company’s directors, supervisors and other
senior management staffs, the Committee conducted an assessment in regard to the remuneration of
the directors, supervisors and other senior management staffs and believed that the remuneration
range for the directors, supervisors and other senior management staffs were decided and adopted in
accordance with the relevant stipulations in the Management System on Decision of Remuneration;
The Company’s provision for the incentive funds was in line with the requirements of the Equity
Incentive Mechanism for Middle-and Top-Rank Management Staffs, and the Company’s incentives
to its middle-and top-rank management staffs and its operational and technical professionals was in
accordance with relevant laws and regulations, which would promote the close connection of
interest among the management staffs, the Company and its shareholders.
(III) Work situation of the Strategy Committee
During the reporting period, the Strategy Committee made research and issued advices on the
Company’s operation development situation, and significant capital operation & assets management
projects needing the approval of the Board of Directors stipulated in the Articles of Association.
V. Performance of the Supervisory Committee
Whether the Supervisory Committee finds the Company existing risks or not in the supervisory
activities during the reporting period?
□ Yes √ No
In 2012, the Company continued to perform its duties diligently in accordance with the stipulations
of the Company Law, Code of Governance of Listed Company and Articles of Association as well
as other relevant rules, and actively protected the interest of the Company, its shareholders and
staffs.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(I) Work situation of the Supervisory Committee during the reporting period
The Supervisory Committee convened three sessions during the reporting period. And the Chairman
of the Supervisory Committee took part in the sessions held by the Board of Directors and the
management team meetings, participating in the discussion of the Company’s important decisions.
Sessions held by the Supervisory Committee are specified as follows:
1. On 23 Apr. 2012, the 5th Session of the 6th Supervisory Committee was held at the Conference
Room on 5/F of the Company building. Five supervisors were supposed to attend the meeting and
four of them were actually present. Supervisor Mr. Zhuang Rujia, who was on a business trip at that
time, entrusted Supervisor Jiao Zhigang to vote on his behalf. The session was in accordance with
the Company Law and the Articles of Association of the Company. Mr. Jiao Zhigang, Chairman of
the Supervisory Committee, presided over the session, with the resolutions approved as follows:
(1) The 2011 Annual Work Report of the Supervisory Committee;
(2) The 2011 Annual Report and its Summary, including both versions in the Chinese language and
English language;
(3) The 2011 Annual Financial Statement Report;
(4) The 2011 Annual Profit Distribution Pre-plan;
(5) The Proposal on Re-engagement of CPAs Firm;
(6) The Proposal on the 2011 Annual Self-appraisal Report on Internal Control;
(7) The First Quarterly Report in 2012 for the Company.
2. The Company convened the 6th Session of the 6th Supervisory Committee by way of
telecommunication on 25 Jul. 2012, the five supervisors, who should attend the session, all voted on
the proposals proposed on the session, and approved the Proposal on Revising the Rules of
Procedures for Supervisory Committee with five yes-votes.
3. On 27 Aug. 2012, the 7th session of the 6th supervisory committee was held in the meeting room
of the 5th floor of the Company’s office building. 5 supervisors were supposed to attend and 4 of
them participated in the meeting. Mr. Zhuang Rujia asked for a leave and entrusted Jiao Zhigang,
the supervisor, to vote instead of him. The meeting complied with Company Laws and Articles of
Association. Jiao Zhigang, chairman of the supervisory committee, presided over the meeting and
reviewed and approved the following resolutions:
(1) 2012 semi-annual report and abstract (Chinese and English version)
(2)Proposal on Conducting No Profit distribution and No Transfer of Capital Reserve to Common
Shares during the First Half Year of 2012
（II）Independent opinions from the Supervisory Committee on the following matters:
1. About the Company’s operation in accordance with the law. During the reporting period, the
Company’s supervisors have supervised on the procedures for convening the shareholders’ general
meetings and Board sessions, the resolutions and decision-making procedures, particulars on the
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
execution of resolutions made at the shareholders’ general meeting by the Board, particulars on the
duty performance of the senior executives of the Company and particulars on the execution of the
management systems of the Company in accordance with relevant laws and regulations, and sat in
on the shareholders’ general meetings and Board sessions. The Supervisory Committee is of the
opinion that the Board and the senior executives of the Company were scrupulous, diligent,
responsible, honest and self-contained, and with compliant and legal decision-making procedures,
as well as scrupulously executed the resolutions made at the shareholders’ general meetings over the
past year; besides, the Company found that some related-party transactions occurred in previous
periods failed to be disclosed timely and some original senior management staffs gained
punishment from CSRC for using the inside information to trade, apart from these, the Company’s
Board of Directors and senior management staffs hadn’t any other behaviors in violation of the laws,
rules and the Articles of Association.
2. About the inspection on the Company’s financial status. During the reporting period, the
Supervisory Committee actively fulfilled the responsibility for inspecting financial status of the
Compnay, examined foreign investment of the Company and issued audit opinion on regular reports.
The Supervisory Committee is of the opinion that the audit report and the explanation on related
matters provided by GP Certified Public Accountants Co., Ltd. is a factual reflection of the
Company’s financial position and operating results.
3. About acquisition and sale of significant assets. During the reporting period, there existed no
acquisition of significant assets; the Company sold 18.5% equities of Shenzhen Liang Ke Venture
Capital Co., Ltd. and 100% equities of Foshan Gaoming Fuwan Landscape Holiday Village Co.,
Ltd., the wholly-owned subsidiary of the Company. The Supervisory Committee held the opinion
that trading price of the above transactions was all based on assessment results and very reasonable.
The trading procedure was in conformity with laws, which brought no damage to the interests of the
Company.
4. About the related transactions. The Supervisory Committee held the opinion that the prices of
related transactions in 2012 were fair and reasonable, which did no harm to the interests of the
Company.
5. About construction of internal control. During the reporting period, according to Basic Standards
for Internal Control jointly issued by five ministries and commissions including Ministry of Finance
and CSRC and relevant regulations of Guangdong Securities Bureau, the Company employed
professional consultancy of internal control and conducted overall check and rectification as to the
internal control system. The Supervisory Committee holds the opinion that at present the Company
has established complete, normative and effective internal control system and strictly executed
relevant work and construction of internal control institution is in conformity with relevant laws,
regulations and requirements of regulatory departments.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
VI. Particulars about independence of the Company from controlling shareholders in business,
personnel, assets, organizations and finance
There existed no controlling shareholder in the Company and the Company is separate from the first
largest shareholder and the second largest shareholder in five aspects including business, personnel,
assets, organizations and finance. The Company has independent and complete business and ability
of independent management.
VII. Horizontal competition
Non-applicable
VIII. Assessment and incentive for senior executives
In the reporting period, the Remuneration and Appraisal Committee, according to “Establishing
Stock Incentive Institution for Senior and Middle-level Management” passed by 2011 Annual
Shareholders’ General Meeting and current operation results, distributed remuneration to senior
executives.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section IX. Internal Control
I. Construction of Internal Control
In the reporting period, the Company, according to Basic Standards for Internal Control and
Supporting Guidelines of Internal Control jointly issued by five ministries and commissions
including Ministry of Finance and CSRC and Notification on Standardizing Internal Control of
Listed Companies Inside the Jurisdiction from Guangdong Securities Regulatory Bureau,
formulated and disclosed “Working Plan and Implementation Scheme of Standardizing Internal
Control”.
In order to ensure the smooth development of implementation of internal control normative system,
the Company founded leading group and project group of internal control. Chairman of the board of
directors acts as head of leading group and hold the responsibility for organizing, supervising,
examining and ratifying implementation of internal control in the Company and subsidiaries.
Manager of financial department of the Company acts as head of project group and hold the
responsibility for routine work of internal control and putting the implementation scheme of internal
control into effect. Meanwhile, in order to keep normative system of internal control in conformity
with requirements of regulatory departments, the Company employed professional consultancy of
internal control as advisor of internal control implementation; the experts conducted training for
leaders in the Company and its subsidiaries and employers who are responsible for internal control,
which further promoted the overall and profound development of internal control. Up to the end of
the reporting period, the Company, according to Working Plan and Implementation Scheme of
Standardizing Internal Control formulated rectification and reform plan on defects of internal
control, rectified the defects found in the plan one by one and then formed report on rectifying
defects and revised “Internal Control Brochure”.
II. Statement on the Responsibility for Internal Control from the Board of Directors
The Board of Directors and all its directors hereby ensure that this announcement contains no false
information, misleading statement or material omission, and shall be jointly and severally liable for
the factuality, accuracy and completeness of the information carried in this announcement.
Establishing, perfecting and effectively conducting internal control is the liability of the Board of
Directors; establishment and implementation of internal control conducted by the Board is under the
supervision of the supervisory committee; the management is responsible for organizing and
guiding daily operation of internal control.
The goals of the Company’s internal control: reasonably guarantee the legality and compliance of
the Company’s operating management, safety of assets, authenticity and completeness of financial
report and relevant information; improve efficiency and results of operation; promote the strategic
development of the Company.
III. Bases of financial statements of internal control
In accordance with national accounting principles and relevant laws and regulations, the Company
formulated “Financial Administration System” on the basis of its own actual situation and
standardized financial administration and accounting calculation; clarified responsibility and rights
of relevant departments and positions in the process of formulating financial statements to ensure
the factuality, completeness and accuracy of financial statements. Up to the end of reporting period,
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
no significant defect was found in internal control of financial statements,
IV. Self-assessment report of internal control
Specific details about significant defects of internal control during the reporting period found in
self-assessment report of internal control
One major defect in related party identification and the decision-making procedure & disclosure of
related-party transactions was detected in the reporting period. To correct the defect, the Company
took some rectification measures, including formulating and revising relevant rules, hiring an
intermediary agency to investigate the relevant related-party transactions, disclosing the relevant
related-party transactions as a supplementation, conducting special trainings for directors,
supervisors, senior management staff, etc. After these rectifications, the internal control design
related to the said major defect was completed and running effectively. By the end of the reporting
period, the Company had formulated internal control over the business and matters included in the
appraisal scope, which ran effectively. The internal control objectives were achieved, with no
major defect.
Disclosure date of whole
article of self-assessment 26 April 2013
report of internal control
Index for disclosure of
whole article of Name of announcement: 2012 Annual Self-assessment Report of
self-assessment report of Internal Control; website of disclosure: www.cninfo.com.cn
internal control
V. Audit report of internal control
□ Applicable √ Non-applicable
VI. Establishment and implementation of institution of clarifying responsibility for major
mistakes in annual report
In order to improve the normative operation of the Company, with the approval of the 3rd session of
the 6th board of directors, the Company formulated “Institution of Clarifying Responsibility for
Major Mistakes in Information Disclosed of Annual Report”. Formulation of this institution
clarified the responsibility and rights of persons in charge of disclosing information of annual report,
emphasized responsibility of persons in charge of disclosing information of annual report and
further enhanced quality and transparency of information disclosure of annual report. In the
reporting period, there existed no significant mistake in information disclosure of annual report
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section X. Financial Report
I. Audit report
Type of audit opinion Standard unqualified audit opinion
Date of signing the auditor’s report 24 Apr. 2013
Name of audit firm GP Certified Public Accountants
Document No. of the auditor’s report GHSS Zi [2013] No. 12005130016
Text of the Auditor’s Report
Audit Report
Guang-Kuai-Suo-Shen-Zi【2012】No. 12005130016
All shareholders of Foshan Electrical and Lighting Co., Ltd.:
We have audited the accompanying financial statements of Foshan Electrical and Lighting Co., Ltd. (the
“Company”), which comprise the Company’s and consolidated balance sheets as at 31 Dec. 2012, the
Company’s and consolidated income statements, the Company’s and consolidated cash flow statements, the
Company’s and consolidated statements of changes in shareholders’ equity for the year then ended, and notes
to the financial statements.
I. The management’s responsibility for the financial statements
The management of the Company is responsible for the preparation of these financial statements in
accordance with the Accounting Standards for Business Enterprises. Such a responsibility includes: (1)
preparing financial statements according to the Accounting Standards for Business Enterprises and make
them a fair presentation; and (2) designing, implementing and maintaining internal control relevant to the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
II. Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We have
conducted our audit in accordance with the Audit Standards for Chinese Registered Accountants, which
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance as to whether the financial statements are free from material misstatement.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risks assessments, the auditor considers the internal control related to the preparation of the financial
statements so as to design proper audit procedures but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate, which provides a basis for
us to express auditing opinion.
III. Audit opinion
In our opinion, the financial statements of the Company have been prepared according to the Accounting
Standards for Business Enterprises in all material aspects, which give a fair view of the Company’s financial
position as at 31 Dec. 2011 and the Company’s operating results and cash flows for the year then ended.
GP Certified Public Accountants CPA: Wang Shaohua
CPA: Chen Danyan
Guangzhou China 24April 2013
81
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
II. Financial statements
The unit in financial statements is RMB Yuan.
1. Consolidated balance sheet
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item Closing balance Opening balance
Current assets:
Monetary funds 985,450,890.74 690,691,751.15
Settlement fund reserve 0.00 0.00
Dismantle fund 0.00 0.00
Transaction financial asset 4,012,728.75 4,097,366.22
Notes receivable 175,907,019.08 120,417,089.71
Account receivable 334,006,892.19 300,223,854.32
Account paid in advance 12,383,426.98 41,032,860.94
Premium receivables 0.00 0.00
Receivables from reinsurers 0.00 0.00
Reinsurance contract reserve
0.00 0.00
receivables
Interest receivable 530,542.81 506,347.11
Dividend receivable 0.00 0.00
Other account receivable 56,196,390.54 18,851,280.96
Financial assets purchased
0.00 0.00
under agreements to resell
Inventories 434,541,386.19 493,613,449.06
Non-current assets due within 1
0.00 0.00
year
Other current assets 2,935,179.47 0.00
Total current assets 2,005,964,456.75 1,669,433,999.47
Non-current assets:
Loans and advance 0.00 0.00
Available for sale financial assets 71,817,642.40 67,814,691.84
Held to maturity investments 0.00 0.00
Long-term account receivable 0.00 0.00
Long-term equity investment 519,693,431.95 447,024,125.94
Investing property 0.00 0.00
82
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Fixed asset 539,145,022.38 643,078,677.62
Project in construction 95,684,569.86 88,017,369.74
Engineering material 0.00 0.00
Fixed asset disposal 0.00 0.00
Bearer biological asset 0.00 0.00
Oil assets 0.00 0.00
Intangible assets 150,424,391.76 218,637,493.54
Development expense 0.00 0.00
Goodwill 0.00 0.00
Long-term expense to be
0.00 0.00
apportioned
Deferred income tax assets 23,003,056.72 21,547,993.12
Other non-current assets 42,541,730.00
Total of non-current assets 1,442,309,845.07 1,486,120,351.80
Total assets 3,448,274,301.82 3,155,554,351.27
Current liabilities:
Short-term borrowings 0.00 0.00
Borrowings from Central Bank 0.00 0.00
Deposits and due to banks and
0.00 0.00
other financial institutions
Borrowings from banks and other
0.00 0.00
financial institutions
Transactional financial
0.00 0.00
liabilities
Notes payable 0.00 0.00
Accounts payable 246,652,513.45 196,871,864.30
Accounts received in advance 19,632,316.50 18,464,449.37
Financial assets sold under
0.00 0.00
agreements to repurchase
Handling charges and
0.00 0.00
commissions payable
Employee’s compensation
63,086,369.68 53,489,679.18
payable
Taxes and fares payable 58,992,047.62 -2,082,582.68
Interest payable 0.00 0.00
Dividend payable 0.00 0.00
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Other accounts payable 37,085,568.58 27,119,424.60
Due to reinsurers 0.00 0.00
Insurance contract reserve 0.00 0.00
Amount payable for acting trading
0.00 0.00
securities
Amount payable for acting
0.00 0.00
underwriting securities
Non-current liabilities due
0.00 0.00
within 1 year
Other current liabilities 0.00 0.00
Total current liabilities 425,448,815.83 293,862,834.77
Non-current liabilities:
Long-term borrowings 0.00 0.00
Debentures payable 0.00 0.00
Long-term payables 0.00 0.00
Specific-purpose account
0.00 0.00
payables
Accrued liabilities 0.00 0.00
Deferred income tax liabilities 6,268,824.89 5,668,382.31
Other non-current liabilities 19,353,441.69 17,677,441.69
Total non-current liabilities 25,622,266.58 23,345,824.00
Total liabilities 451,071,082.41 317,208,658.77
Shareholders’ equity
Share capital 978,563,745.00 978,563,745.00
Capital surplus 625,595,757.07 622,193,249.09
Less: Treasury Stock 0.00 0.00
Special reserve 0.00 0.00
Surplus reserve 622,494,531.96 583,537,290.22
General risk provision 0.00 0.00
Retained earnings 723,452,942.14 606,584,375.02
Foreign exchange difference 0.00 0.00
Total owners' equity attributable
2,950,106,976.17 2,790,878,659.33
to holding company
Minority interests 47,096,243.24 47,467,033.17
Total owners’ equity 2,997,203,219.41 2,838,345,692.50
84
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Total liabilities and owners’ equity 3,448,274,301.82 3,155,554,351.27
Legal Representative: Zhong Xincai Person-in-charge of the accounting work: Zhong Xincai
Accounting Manager: Wang Shuqiong
2. Balance sheet of parent company
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item Closing balance Opening balance
Current assets:
Monetary funds 699,511,754.78 412,626,723.50
Transaction financial asset 4,012,728.75 4,097,366.22
Notes receivable 167,509,926.71 117,057,089.71
Account receivable 362,956,611.71 321,717,684.58
Account paid in advance 12,705,111.19 19,337,394.94
Interest receivable 0.00 0.00
Dividend receivable 0.00 0.00
Other account receivable 82,043,309.37 61,235,503.93
Inventories 389,680,405.66 441,232,800.79
Non-current assets due within 1
0.00 0.00
year
Other current assets 2,935,179.47 0.00
Total current assets 1,721,355,027.64 1,377,304,563.67
Non-current assets:
Available for sale financial assets 71,817,642.40 67,814,691.84
Held to maturity investments 0.00 0.00
Long-term account receivable 0.00 0.00
Long-term equity investment 880,176,969.18 817,501,125.94
Investing property 0.00 0.00
Fixed asset 443,001,716.36 544,553,576.11
Project in construction 66,216,618.10 41,158,543.29
Engineering material 0.00 0.00
Fixed asset disposal 0.00 0.00
Bearer biological asset 0.00 0.00
Oil assets 0.00 0.00
85
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Intangible assets 130,800,094.82 199,532,111.28
Development expense 0.00 0.00
Goodwill 0.00 0.00
Long-term expense to be
0.00 0.00
apportioned
Deferred income tax assets 20,724,220.91 21,386,906.12
Other non-current assets 41,783,700.00 0.00
Total of non-current assets 1,654,520,961.77 1,691,946,954.58
Total assets 3,375,875,989.41 3,069,251,518.25
Current liabilities:
Short-term borrowings 0.00 0.00
Transactional financial
0.00 0.00
liabilities
Notes payable 0.00 0.00
Accounts payable 265,603,565.11 183,223,573.81
Accounts received in advance 19,586,999.28 19,276,919.50
Employee’s compensation
63,084,499.68 53,120,689.68
payable
Taxes and fares payable 58,950,265.18 1,005,639.26
Interest payable 0.00 0.00
Dividend payable 0.00 0.00
Other accounts payable 38,631,089.33 31,370,556.92
Non-current liabilities due
0.00 0.00
within 1 year
Other current liabilities 0.00 0.00
Total current liabilities 445,856,418.58 287,997,379.17
Non-current liabilities:
Long-term borrowings 0.00 0.00
Debentures payable 0.00 0.00
Long-term payables 0.00 0.00
Specific-purpose account
0.00 0.00
payables
Accrued liabilities 0.00 0.00
Deferred income tax liabilities 6,268,824.89 5,668,382.31
Other non-current liabilities 10,218,441.73 10,387,441.69
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Total non-current liabilities 16,487,266.62 16,055,824.00
Total liabilities 462,343,685.20 304,053,203.17
Shareholders’ equity
Share capital 978,563,745.00 978,563,745.00
Capital surplus 622,494,930.13 619,092,422.15
Less: Treasury Stock 0.00 0.00
Special reserve 0.00 0.00
Surplus reserve 622,494,531.96 583,537,290.22
General risk provision 0.00 0.00
Retained earnings 689,979,097.12 584,004,857.71
Foreign exchange difference 0.00 0.00
Total owners’ equity 2,913,532,304.21 2,765,198,315.08
Total liabilities and owners’
3,375,875,989.41 3,069,251,518.25
equity
Legal Representative: Zhong Xincai Person-in-charge of the accounting work: Zhong Xincai
Accounting Manager: Wang Shuqiong
3. Consolidated profit statements
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item Current amount Last-term amount
I. Total operating revenue 2,201,910,731.89 2,260,929,873.55
Including: Operating income 2,201,910,731.89 2,260,929,873.55
Interest income 0.00 0.00
Premium income 0.00 0.00
Handling charges and
0.00 0.00
commission income
II. Total operating cost 1,926,164,570.86 1,892,933,932.01
Including: Operating cost 1,630,429,477.94 1,620,862,551.60
Interest expenses 0.00 0.00
Handling charges and
0.00 0.00
commission expenses
Cash surrender value 0.00 0.00
Net amount of claims 0.00 0.00
Net provision for 0.00 0.00
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
insurance contract reserve
Expenditure on policy
0.00 0.00
dividends
Reinsurance premium 0.00 0.00
Taxes and associate charges 23,233,814.54 25,814,560.10
Sales and distribution expenses 109,867,531.15 104,154,716.99
Administrative expenses 167,102,936.83 150,580,090.88
Financial expenses -10,988,942.10 -7,494,610.15
Asset impairment loss 6,519,752.50 -983,377.41
Add: Gain/(loss) from change in
-84,637.47 -889,545.48
fair value (“-” means loss)
Gain/(loss) from investment (“-”
207,689,597.70 -5,491,145.47
means loss)
Including: income form
investment on affiliated
-10,330,609.99 -7,949,712.62
enterprises and jointly-run
enterprises
Foreign exchange difference (“-”
0.00 0.00
means loss)
III. Business profit (“-” means
483,351,121.26 361,615,250.59
loss)
Add: non-operation income 3,156,834.84 4,361,809.74
Less: non-business expense 14,444,931.60 10,830,409.12
Including: loss from non-current
9,936,458.71 7,128,432.51
asset disposal
IV. Total profit (“-” means loss) 472,063,024.50 355,146,651.21
Less: Income tax expense 71,833,165.24 57,872,709.83
V. Net profit (“-” means loss) 400,229,859.26 297,273,941.38
Including: net profit of the merged
0.00 0.00
party before the merger
Attributable to parent company 400,466,745.11 291,660,093.73
Minority interests -236,885.85 5,613,847.65
VI. Earnings per share -- --
(I) basic earnings per share 0.41 0.3
(II) diluted earnings per share 0.41 0.3
Ⅶ. Other comprehensive income 3,402,507.98 -23,053,525.44
Ⅷ. Total comprehensive income 403,632,367.24 274,220,415.94
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Attributable to owners of parent
403,869,253.09 268,606,568.29
company
Attributable to minority
-236,885.85 5,613,847.65
shareholders
As to the merger which occurred among companies under the same control and during this period, net profit
of the merged party before the merger is: 0.00RMB
Legal Representative: Zhong Xincai Person-in-charge of the accounting work: Zhong Xincai
Accounting Manager: Wang Shuqiong
4. Profit statement of parent company
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item Current amount Last-term amount
I. Operating revenue 2,216,844,850.02 2,262,221,459.27
Including: Operating cost 1,682,102,048.21 1,676,318,053.17
Taxes and added charges 19,629,425.59 22,868,216.59
Sales and distribution expenses 105,359,987.08 99,130,328.42
Administrative expenses 145,108,688.14 130,480,939.46
Financial expenses -3,585,394.00 -3,606,408.54
Asset impairment loss 6,930,522.03 -959,224.76
Add: Gain/(loss) from change in
-84,637.47 -889,545.48
fair value (“-” means loss)
Gain/(loss) from investment (“-”
199,549,193.84 2,443,378.73
means loss)
Including: income form
investment on affiliated
-10,330,609.99 -7,949,712.62
enterprises and jointly-run
enterprises
II. Business profit (“-” means
460,764,129.34 339,543,388.18
loss)
Add: non-operation income 2,716,267.40 3,488,609.35
Less: non-business expense 4,902,423.79 10,116,642.57
Including: loss from non-current
1,903,917.31 7,085,058.37
asset disposal
III. Total profit (“-” means loss) 458,577,972.95 332,915,354.96
Less: Income tax expense 69,005,555.55 51,881,712.45
IV. Net profit (“-” means loss) 389,572,417.40 281,033,642.51
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
V. Earnings per share -- --
(I) basic earnings per share
(II) diluted earnings per share
VI. Other comprehensive income 3,402,507.98 -23,053,525.44
VII. Total comprehensive income 392,974,925.38 257,980,117.07
Legal Representative: Zhong Xincai Person-in-charge of the accounting work: Zhong Xincai
Accounting Manager: Wang Shuqiong
5. Consolidated cash flow statement
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item Current amount Last-term amount
I. Cash flows from operating
activities:
Cash received from sale of
commodities and rendering of 2,381,547,105.10 2,480,085,498.99
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 savings 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 borrowings
from banks and other financial
institutions
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Net increase of buy-back funds
Tax refunds received 47,914,470.99 64,821,377.95
Other cash received relating to
25,721,746.18 18,586,117.97
operating activities
Subtotal of cash inflows from
2,455,183,322.27 2,563,492,994.91
operating activities
Cash paid for goods and
1,362,553,158.60 1,669,574,884.48
services
Net increase of customer
lending and advance
Net increase of funds deposited
in the central bank and amount
due from banks
Cash for paying claims of the
original insurance contract
Cash for paying interest,
handling charges and
commissions
Cash for paying policy
dividends
Cash paid to and for employees 349,423,602.39 329,714,926.39
Various taxes paid 167,276,167.33 164,245,447.33
Other payment of cash relating
138,533,541.89 130,079,293.50
to operating activities
Subtotal of cash outflows from
2,017,786,470.21 2,293,614,551.70
operating activities
Net cash flows from operating
437,396,852.06 269,878,443.21
activities
II. Cash Flows from investment
activities:
Cash received from
34,103,639.62
withdrawing investments
Cash received from investment
26,729,133.84 3,458,567.15
income
Net cash received from disposal
of fixed assets, intangible assets 1,528,546.04 1,033,474.13
and other long-term assets
Net cash received from disposal
293,651,602.14
of subsidiary or other operating
91
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
business units
Other cash received relating
to investment activities
Subtotal of cash inflows
321,909,282.02 38,595,680.90
from investment activities
Cash paid to acquire fixed
assets, intangible assets and other 51,920,198.54 67,885,400.28
long-term assets
Cash paid for investment 83,999,916.00 12,600,000.00
Net increase of pledged loans
Net cash paid to acquire
subsidiaries and other operating
units
Payment of cash relating to
83,465,700.00
other investment activities
Subtotal of cash outflows from
219,385,814.54 80,485,400.28
investment activities
Net cash flows from investment
102,523,467.48 -41,889,719.38
activities
III. Cash Flows from Financing
Activities:
Cash received from absorbing
investment
Including: Cash received by
subsidiaries from increase in
minority interests
Cash received from
borrowings
Cash received from issuance
of bonds
Other cash received relating to
financing activities
Subtotal of cash inflows from
0.00
financing activities
Cash repayments of amounts
borrowed
Cash paid for interest
expenses and distribution of 244,774,840.33 248,056,198.83
dividends or profit
92
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Including: dividends or profit
paid by subsidiaries to minority 133,904.08 3,415,262.58
shareholders
Other cash payments relating
to financing activities
Sub-total of cash outflows from
244,774,840.33 248,056,198.83
financing activities
Net cash flows from financing
-244,774,840.33 -248,056,198.83
activities
IV. Effect of foreign exchange rate
changes on cash and cash -386,339.62 -1,094,406.80
equivalents
V. Increase in cash and cash
294,759,139.59 -21,161,881.80
equivalents
Add : Balance of cash and
690,691,751.15 711,853,632.95
cash equivalents at year-begin
VI. Balance of cash and cash
985,450,890.74 690,691,751.15
equivalents at the end of the year
Legal Representative: Zhong Xincai Person-in-charge of the accounting work: Zhong Xincai
Accounting Manager: Wang Shuqiong
6. Cash flow statement of parent company
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item Current amount Last-term amount
I. Cash flows from operating
activities:
Cash received from sale of
commodities and rendering of 2,390,552,016.17 2,454,381,553.70
service
Tax refunds received 47,914,470.99 64,821,377.95
Other cash received relating to
22,387,293.70 13,632,400.76
operating activities
Subtotal of cash inflows from
2,460,853,780.86 2,532,835,332.41
operating activities
Cash paid for goods and
1,484,604,775.70 1,787,726,506.82
services
Cash paid to and for employees 291,808,054.96 276,515,396.13
93
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Various taxes paid 135,663,851.80 137,328,799.92
Other payment of cash relating
131,406,374.13 110,612,475.52
to operating activities
Subtotal of cash outflows from
2,043,483,056.59 2,312,183,178.39
operating activities
Net cash flows from operating
417,370,724.27 220,652,154.02
activities
II. Cash Flows from investment
activities:
Cash received from
913,639.62
withdrawing investments
Cash received from investment
27,130,846.06 18,621,319.65
income
Net cash received from disposal
of fixed assets, intangible assets 1,399,354.41 106,751.64
and other long-term assets
Net cash received from disposal
of subsidiary or other operating 315,073,197.79
business units
Other cash received relating
to investment activities
Subtotal of cash inflows
343,603,398.26 19,641,710.91
from investment activities
Cash paid to acquire fixed
assets, intangible assets and other 28,397,908.80 35,537,799.22
long-term assets
Cash paid for investment 117,199,916.00 227,600,000.00
Net cash paid to acquire
subsidiaries and other operating
units
Payment of cash relating to
83,465,700.00
other investment activities
Subtotal of cash outflows from
229,063,524.80 263,137,799.22
investment activities
Net cash flows from investment
114,539,873.46 -243,496,088.31
activities
III. Cash Flows from Financing
Activities:
Cash received from
94
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
absorbing investment
Cash received from
borrowings
Cash received from issuance
of bonds
Other cash received relating to
financing activities
Subtotal of cash inflows from
financing activities
Cash repayments of amounts
borrowed
Cash paid for interest
expenses and distribution of 244,640,936.25 244,640,936.25
dividends or profit
Other cash payments relating
to financing activities
Sub-total of cash outflows from
244,640,936.25 244,640,936.25
financing activities
Net cash flows from financing
-244,640,936.25 -244,640,936.25
activities
IV. Effect of foreign exchange rate
changes on cash and cash -384,630.20 -1,087,040.54
equivalents
V. Increase in cash and cash
286,885,031.28 -268,571,911.08
equivalents
Add : Balance of cash and
412,626,723.50 681,198,634.58
cash equivalents at year-begin
VI. Balance of cash and cash
699,511,754.78 412,626,723.50
equivalents at the end of the year
Legal Representative: Zhong Xincai Person-in-charge of the accounting work: Zhong Xincai
Accounting Manager: Wang Shuqiong
7. Consolidated Statement of Changes in Owners’ Equity
Prepared by Foshan Electrical and Lighting Co., Ltd.
Current amount
Unit: RMB Yuan
Item Current amount
95
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Equity attributable to owners of parent company
Paid-up
Total
capital Less: Specifi Surplu Genera Retain Minority
Capital owners’
(or treasur c s l risk ed Others interests
reserve equity
share y stock reserve reserve reserve profit
capital)
I. Balance at the end of 978,563,7 622,193, 583,537 606,584, 47,467,03 2,838,345,
the previous year 45.00 249.09 ,290.22 375.02 3.17 692.50
Add: change of
accounting policy
Correction of errors in
previous periods
Other
II. Balance at the 978,563,7 622,193, 583,537 606,584, 47,467,03 2,838,345,
beginning of the year 45.00 249.09 ,290.22 375.02 3.17 692.50
III. Increase/ decrease of
3,402,50 38,957, 116,868, -370,789. 158,857,52
amount in the year (“-”
7.98 241.74 567.12 93 6.91
means decrease)
400,466, -236,885. 400,229,85
(I) Net profit
745.11 85 9.26
(II)Other 3,402,50 3,402,507.
comprehensive incomes 7.98 98
3,402,50 400,466, -236,885. 403,632,36
Subtotal of (I) and (II)
7.98 745.11 85 7.24
(III) Capital paid in and
reduced by owners
1. Capital paid in by
owners
2. Amounts of
share-based payments
recognized in owners’
equity
3. Others
38,957, -283,59 -133,904. -244,774,8
(IV) Profit distribution
241.74 8,177.99 08 40.33
1. Appropriations to 38,957, -38,957,
surplus reserves 241.74 241.74
2. Appropriations to
general risk provisions
96
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
3. Appropriations to -244,64 -133,904. -244,774,8
owners (or shareholders) 0,936.25 08 40.33
4. Other
(V)Internal
carry-forward of owners’
equity
1. New increase of
capital from capital public
reserves
2. New increase of
capital from surplus
reserves
3. Surplus reserves
for making up losses
4. Other
(Ⅵ) Specific reserve
1. Withdrawn for the
period
2. Used in the period
(Ⅶ) Other
978,563,7 625,595, 622,494 723,452, 47,096,24 2,997,203,
IV. Closing balance
45.00 757.07 ,531.96 942.14 3.24 219.41
Amount of the last year
Unit: RMB Yuan
Amount of the last year
Equity attributable to owners of the Company
Paid-u
p
Total
Item capital Less: Specifi Surplu Genera Retain Minority
Capital owners’
(or treasur c s l risk ed Others interests
reserve equity
share y stock reserve reserve reserve profit
capital
)
I. Balance at the end of the 978,563 645,246, 555,433 587,668, 45,268,44 2,812,181,
previous year ,745.00 774.53 ,925.97 581.79 8.10 475.39
Add: retroactive
adjustment because of
merger among enterprises
under the same control
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Add: change of
accounting policy
Correction of errors in
previous periods
Other
II. Balance at the 978,563 645,246, 555,433 587,668, 45,268,44 2,812,181,
beginning of the year ,745.00 774.53 ,925.97 581.79 8.10 475.39
III. Increase/ decrease of
-23,053, 28,103, 18,915,7 2,198,585 26,164,217
amount in the year (“-”
525.44 364.25 93.23 .07 .11
means decrease)
291,660, 5,613,847 297,273,94
(I) Net profit
093.73 .65 1.38
(II) Other -23,053, -23,053,52
comprehensive incomes 525.44 5.44
-23,053, 291,660, 5,613,847 274,220,41
Subtotal of (I) and (II)
525.44 093.73 .65 5.94
(III) Capital paid in and
reduced by owners
1. Capital paid in by
owners
2. Amounts of
share-based payments
recognized in owners’
equity
3. Others
28,103, -272,74 -3,415,26 -248,056,1
(IV) Profit distribution
364.25 4,300.50 2.58 98.83
1. Appropriations to 28,103, -28,103,
surplus reserves 364.25 364.25
2. Appropriations to
general risk provisions
3. Appropriations to -244,64 -3,415,26 -248,056,1
owners (or shareholders) 0,936.25 2.58 98.83
4. Other
(V) Internal
carry-forward of owners’
equity
1. New increase of
capital from capital public
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
reserves
2. New increase of
capital from surplus
reserves
3. Surplus reserves for
making up losses
4. Other
(Ⅵ) Specific reserve
1. Withdrawn for the
period
2. Used in the period
(Ⅶ) Other
978,563 622,193, 583,537 606,584, 47,467,03 2,838,345,
IV. Closing balance
,745.00 249.09 ,290.22 375.02 3.17 692.50
Legal Representative: Zhong Xincai Person-in-charge of the accounting work: Zhong Xincai
Accounting Manager: Wang Shuqiong
8. Statement of Changes in Owners’ Equity of parent company
Prepared by Foshan Electrical and Lighting Co., Ltd.
Current amount
Unit: RMB Yuan
Current amount
Paid-up
Less: General Total
Item capital Capital Specific Surplus Retained
treasury risk owners’
(or share reserve reserve reserve profit
stock reserve equity
capital)
I. Balance at the end of the 978,563,74 619,092,42 583,537,29 584,004,85 2,765,198,
previous year 5.00 2.15 0.22 7.71 315.08
Add: change of
accounting policy
Correction of errors in
previous periods
Other
II. Balance at the beginning 978,563,74 619,092,42 583,537,29 584,004,85 2,765,198,
of the year 5.00 2.15 0.22 7.71 315.08
III. Increase/ decrease of 3,402,507. 38,957,241 105,974,23 148,333,98
amount in the year (“-” 98 .74 9.41 9.13
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
means decrease)
389,572,41 389,572,41
(I) Net profit
7.40 7.40
(II) Other comprehensive 3,402,507. 3,402,507.
incomes 98 98
3,402,507. 389,572,41 392,974,92
Subtotal of (I) and (II)
98 7.40 5.38
(III) Capital paid in and
reduced by owners
1. Capital paid in by
owners
2. Amounts of
share-based payments
recognized in owners’
equity
3. Others
38,957,241 -283,598,1 -244,640,9
(IV) Profit distribution
.74 77.99 36.25
1. Appropriations to 38,957,241 -38,957,24
surplus reserves .74 1.74
2. Appropriations to
general risk provisions
3. Appropriations to -244,640,9 -244,640,9
owners (or shareholders) 36.25 36.25
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
(Ⅵ) Specific reserve
1. Withdrawn for the
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
period
2. Used in the period
(Ⅶ) Other
978,563,74 622,494,93 622,494,53 689,979,09 2,913,532,
IV. Closing balance
5.00 0.13 1.96 7.12 304.21
Amount of the last year
Unit: RMB Yuan
Amount of the last year
Paid-up
Less: General Total
Item capital Capital Specific Surplus Retained
treasury risk owners’
(or share reserve reserve reserve profit
stock reserve equity
capital)
I. Balance at the end of the 978,563,74 642,145,94 555,433,92 575,715,51 2,751,859,
previous year 5.00 7.59 5.97 5.70 134.26
Add: change of
accounting policy
Correction of errors in
previous periods
Other
II. Balance at the beginning 978,563,74 642,145,94 555,433,92 575,715,51 2,751,859,
of the year 5.00 7.59 5.97 5.70 134.26
III. Increase/ decrease of
-23,053,52 28,103,364 8,289,342. 13,339,180
amount in the year (“-”
5.44 .25 01 .82
means decrease)
281,033,64 281,033,64
(I) Net profit
2.51 2.51
(II) Other comprehensive -23,053,52 -23,053,52
incomes 5.44 5.44
-23,053,52 281,033,64 257,980,11
Subtotal of (I) and (II)
5.44 2.51 7.07
(III) Capital paid in and
reduced by owners
1. Capital paid in by
owners
2. Amounts of
share-based payments
recognized in owners’ equity
3. Others
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
28,103,364 -272,744,3 -244,640,9
(IV) Profit distribution
.25 00.50 36.25
1. Appropriations to 28,103,364 -28,103,36
surplus reserves .25 4.25
2. Appropriations to
general risk provisions
3. Appropriations to -244,640,9 -244,640,9
owners (or shareholders) 36.25 36.25
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
(Ⅵ) Specific reserve
1. Withdrawn for the
period
2. Used in the period
(Ⅶ) Other
978,563,74 619,092,42 583,537,29 584,004,85 2,765,198,
IV. Closing balance
5.00 2.15 0.22 7.71 315.08
Legal Representative: Zhong Xincai Person‐in‐charge of the accounting work: Zhong
Xincai Accounting Manager: Wang Shuqiong
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
I. Company profile
Company History
Foshan Electrical & Lighting Co., Ltd. (hereinafter referred to as “the Company”), a joint-stock limited company jointly
founded by Foshan Electrical and Lighting Company, Nanhai Wuzhuang Color Glazed Brick Field, and Foshan Poyang
Printing Industrial Co. on Oct. 20, 1992 by raising funds under the approval of YGS (1992) No. 63 Document issued by the
Joint Examination Group for Experimental Enterprises in Stock System of Guangdong Province and the Economic System
Reform Commission of Guangdong Province, is an enterprise with its shares held by both the corporate and the natural persons.
As approved by China Securities Regulatory Commission with Document (1993) No. 33, the Company publicly issued 19.3
million shares of social public shares (A shares) to the public in Oct., 1993, and was listed in Shenzhen Stock Exchange for
trade on Nov. 23, 1993. The Company was approved to issue 50,000,000 B shares on Jul. 23, 1995. And, as approved to
change into a foreign-invested stock limited company on Aug. 26, 1996 by (1996) WJMZEHZ No. 466 Document issued by
the Ministry of Foreign Trade and Economic Cooperation of the People’s Republic of China. On Dec. 11, 2000, as approved by
China Securities Regulatory Commission with ZJGS Zi [2000] No. 175 Document, the Company additionally issued
55,000,000 A shares. At approved by the Shareholders’ General Meeting 2006, 2007 and 2008, the Company implemented the
plan of capitalization of capital reserve, after the transfer, the registered capital of the Company has increased to RMB
978,563,745.00 Yuan. And the registration code for corporate business license is QGYZZ No. 002889.
Legal representative: Mr. Zhong Xincai
Address: No. 64, Fenjiang North Road, Foshan, Guangdong Province
Business Scope of the Company
R&D and production of electro-optical source products, electro-optical source equipment and electro-optical
accessories,raw materials of electric light sources, lamps & fittings, electrical materials, motorcycle components,
household appliances, electric switches, electrical outlets, fire control products, ventilation devices, LED products,
lithium ion batteries and relevant materials; domestic and overseas sale of the aforesaid products; relevant engine
ering consulting services. (Where a license is required, it must be obtained according to the government’s rules be
fore operation.)
Basic Organizational structure of the Company
Shareholders’ General Meeting is the highest authority organ of the Company, Board of Directors is an executive organ to
carry out the provisions formulated by the Shareholders’ General Meeting, Board of supervisors is an internal supervision
organ of the Company, and the General Manager is responsible for routine operation and management. Up till the end of the
reporting period, the Company owns nine actually controlled subsidiaries, i.e. Foshan Chanchang Electric Appliance (Gaoming)
Co., Ltd., Foshan Chansheng Electronic Ballast Co., Ltd., Foshan Taimei Times Lamps and Lanterns Co., Nanjing Fozhao
Lighting Components Co., Ltd., FSL (Xinxiang) Lighting Co., Ltd., Foshan Lighting Lamps and Lanterns Co., Ltd., Qinghai
Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. Guangdong Fozhao New Light Sources Technology Co., Ltd. and
Guangdong Fozhao Leasing Co., Ltd..
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Approval and Issue of the Financial Report
The Financial Report was approved and authorized for issue by the Board of Directors on 24 Apr. 2013.
Statement of Compliance with Corporate Accounting Standards
The financial statements prepared by the Company is in compliance with the requirements of Accounting Standard for
Business Enterprises, which gives a true and fair view of the state of affairs of the Company as for the financial status and
operating results & cash flows.。
II. Basis for preparation of financial statements
With going-concern assumption as the basis, the Company prepares its financial statement in light of the actual transactions
and matters, as well as the accounting standard for business enterprise-basic standard promulgated by the Ministry of Finance
of PRC in 15 Feb. 2006, other specific accounting standards, and the relevant provisions of application guide and interpretation,
as well as the following primary accounting policies and accounting estimates.
III. Main accounting policies, accounting estimates and preparation methods
of the Company ’ s consolidated financial statements
Fiscal Year
A fiscal year starts on 1 January and ends on 31 Dec. according to the Gregorian calendar.
Recording Currency
Renminbi is the recording currency for the Company.
Accounting Basis and Principle
The accounting basis of the Company is the accrual system; generally by adopting of historical cost as the accounting principle.
And the Company adopts measurement replacement costs, net realizable values, present values and fair values when the
confirmed accounting elements accord with the requirements of the accounting standard for business enterprise and can be
reliably measured.
Accounting Method for Foreign Currency
Foreign currency shall be recognized by employing systematic and reasonable methods, and shall be translated into the amount
in the functional currency at the exchange rate which is approximate to the spot exchange rate of the transaction date. On the
balance sheet date, the foreign currency monetary items shall be translated at the spot exchange rate. The balance of exchange
arising from the difference between the spot exchange rate on the balance sheet date and the spot exchange rate at the time of
initial recognition or prior tot the balance sheet date shall be recorded into the profits and losses at the current period except
that the balance of exchange arising from foreign currency borrowings for the purchase and construction or production of
qualified assets shall be capitalized. The foreign currency non-monetary items measured at the historical cost shall still be
translated at the spot exchange rate on the transaction date.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Recognition Standards for Cash and Cash Equivalents
The term “cash” refers to cash on hand and deposits that are available for payment at any time. The term “cash equivalents”
refers to short-term ( within 3 months from the purchase date) and highly liquid investments that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of change in value.
Financial Instruments
Financial Assets Classification, Recognition and Measurement
—Financial assets shall be classified into the following four categories when they are initially recognized: financial assets
measured at fair value and of which variations are recorded in the profits and losses for the current period, loans and the
account receivables, financial assets available for sale and the investments which will be held to their maturity. Financial assets,
at their initial recognition, shall be measured at fair value. As for financial assets measured at fair value and of which variations
are recorded in the profits and losses for the current period, the relevant trading expenses shall be directly recorded into the
profits and losses of the current period; for other categories of financial assets, the transaction expenses thereof shall be
included into the initially recognized amount.
— —Financial assets measured at fair value and of which variations are recorded in the profits and losses for the current period
refer to financial assets held by the Company for the purpose of selling in the near future, including transactional financial
assets, or financial assets designated by the management in the initial recognition to be measured at fair value with variations
recorded in the gains and losses for the current period. Financial assets measured at fair value and of which variations are
recorded in the profits and losses for the current period are subsequently measured at their fair values. Interest or cash
dividends arising from such assets during the holing period are recognized as investment gains. Gains or losses arising from
fair value changes are recorded in the gains and losses for the current period at the end of the reporting period. When such
assets are disposed, the difference between their fair values and initially recognized amounts is recognized as investment gains
and the gains and losses arising from fair value changes are adjusted accordingly.
— — Loan and accounts receivable: the non-derivative financial assets for which there is no quoted price in the active market
and of which the recoverable amount is fixed or determinable shall be classified as loan and accounts receivable. The Company
shall make subsequent measurement on its loan and accounts receivable on the basis of the post-amortization costs by adopting
the actual interest rate, from which gains and losses, when loan and accounts receivable are terminated from recognizing, or
are impaired or amortized, shall be recorded into the profits and losses of the current period.
— — Available-for-sale Financial Assets: the non-derivative financial assets which are designated as available-for-sale
financial assets when they are initially recognized as well as the non-derivative financial assets other than loans and accounts
receivables, investments held until their maturity; and transaction financial assets. The Company shall make subsequent
measurement on available-for-sale financial assets at fair value, and the profits and losses arising from the change in the fair
value shall be directly recorded into the owner’s equity, until the said financial assets shall be transferred out when they are
terminated from recognizing or are impaired, which shall be recorded into the profits and losses of current period. Where the
intention of holding or the ability to hold changes, or the fair value can not be reliably measured any more, or the term of
holding has exceeded "two complete accounting years", which makes it no longer suitable to measure the available-for-sale
financial assets at its fair value, the Company concerned may measure the said financial assets on the basis of
post-amortization cost. And such post-amortization cost at the re-classification day shall be the carrying amount of the
financial assets. The gains or losses that are related to the said financial assets and that are directly included in the owner’s
equity shall be dealt with according to the following provisions: (1) Where such financial asset has a fixed date of maturity, it
shall be amortized within the remaining period of the said financial asset by adopting the actual interest rate method and be
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
recorded into the profits and losses of the current period. The gap between the post-amortization cost of the financial asset and
the amount on the maturity date shall also be amortized within the remaining period of the said financial asset by adopting the
actual interest rate method and be recorded into the profits and losses of the current period. If, during the subsequent
accounting period, the financial asset is impaired, the relevant profits and losses that were included in the owner’s equity shall
be transferred out and be recorded into the current profits and losses. (2) Where such financial asset does not have a fixed date
of maturity, it shall remain in the owner’s equity. Where such financial asset is transferred out when it is impaired or
determined from recognizing during the remaining period of accounting that follows, and shall be recorded into the profits and
losses of the current period.
— — Held-to-maturity Investments: non-derivative financial asset with a fixed date of maturity, a fixed or determinable
recoverable amount and which the Company’s management holds for a definite purpose or the Company’s management is able
to hold until its maturity. The Company shall make subsequent measurement on its Held-to-maturity Investments on the basis
of the post-amortization costs by adopting the actual interest rate, from which gains and losses, when loan and accounts
receivable are terminated from recognizing, or are impaired or amortized, shall be recorded into the profits and losses of the
current period. Where part of the held-to-maturity investment is sold or the re-classified amount thereof is considerably large,
so that the remainder of the said investment is no longer suitable to be classified as a held-to-maturity investment, the
Company shall re-classify the remainder of the said investment as an available-for-sale financial asset, and shall make
subsequent measurement on it according to its fair value on the re-classification day, and no longer re-classify the said
financial asset as held-to-maturity investment in the current fiscal year and the subsequent two complete accounting years. The
gap between the carrying amount of the said remnant part of the investment at the re-classification day and the fair value shall
be computed into the owner’s equity. And when the said available-for-sale financial asset is impaired or transferred out when it
is terminated from recognition, it shall be recorded into the profits and losses of the current period.
Classification, Recognition and Measurement of Financial Liabilities
— — Financial liabilities shall be classified into the following two categories when they are initially recognized: (1) the
transactional financial liabilities; and (2) other financial liabilities. The financial liabilities initially recognized by the Company
shall be measured at their fair values. For the transactional financial liabilities, the transaction expenses thereof shall be
directly recorded into the profits and losses of the current period; for other categories of financial liabilities, the transaction
expenses thereof shall be included into the initially recognized amount.
— — Transactional financial liabilities: such financial liabilities held by the Company for the purpose for repurchasing at the
fair value in the near future, and financial liabilities formed a part of combination of financial instruments which are managed
by way of short-term profit making in the near future, and derivative financial liabilities (the designated derivative instruments
which are effective hedging instruments, or derivative instruments to financial guarantee contracts, and the derivative
instruments which are connected with the equity instrument investment for which there is no quoted price in the active market,
whose fair value cannot be reliably measured, and which shall be settled by delivering the said equity instruments) shall be
classified as transactional financial liabilities. Subsequent measurement of transaction financial liabilities shall be measured at
fair value, and the profits and losses arising from the change in the fair value shall be recorded into the profits and losses of the
current period.
— — Other financial liabilities: The Company shall make subsequent measurement on its other financial liabilities on the basis
of the post-amortization costs by adopting the actual interest rate, from which gains and losses, when other financial liabilities
are terminated from recognizing or amortized, shall be recorded into the profits and losses of the current period.
Determination of the Fair Value of Financial Instruments
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
—As for the financial instruments for which there is an active market, the quoted prices in the active market shall be used to
determine the fair values thereof. Where there is no active market for a financial instrument, the Company concerned shall
adopt value appraisal techniques to determine its fair value. The value appraisal techniques mainly include the prices adopted
by the parties, who are familiar with the condition, in the latest market transaction upon their own free will, the current fair
value obtained by referring to other financial instruments of the same essential nature, the cash flow capitalization method and
the option pricing model, etc.
Impairment test of financial assets and withdrawal method of impairment provision
—The Company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets other
than those transactional financial assets. Where there is any objective evidence proving that such financial asset has been
impaired, an impairment provision shall be made.
— — Measurement for impairment of financial assets measured on the basis of the post-amortization costs
Where there is any objective evidence proving that a financial asset measured on the basis of post-amortization costs is
impaired, the carrying amount of the said financial asset shall be written down to the current value of the predicted future cash
flow (excluding the loss of future credits not yet occurred), and the amount as written down shall be recognized as loss of the
impairment of the asset and shall be recorded into the profits and losses of the current period. An impairment test shall be made
on the financial assets with significant single amounts. With regard to the financial assets with insignificant single amounts, an
impairment test may be carried out by independent or combination. Where, upon independent test, the financial asset has not
been impaired, it shall be included in a combination of financial assets with similar risk features so as to conduct another
impairment test. The financial assets which have suffered from an impairment loss in any single amount shall not be included
in any combination of financial assets with similar risk features for any impairment test. During the follow-up period, if there
is any objective evidence proving that the value of the said financial asset has been restored, and it is objectively related to the
events that occur after such loss is recognized, the impairment-related losses as originally recognized shall be reversed and be
recorded into the profits and losses of the current period. However, the reversed carrying amount shall not be any more than
the post-amortization costs of the said financial asset on the day of reverse under the assumption that no provision is made for
the impairment. Where any financial asset measured on the basis of post-amortization costs is recognized as having loss, the
relevant impairment provision withdrawn shall be written off.
— — Available-for-sale financial assets
Where a available-for-sale financial asset is impaired, even if the recognition of the financial asset has not been terminated, the
accumulative losses arising from the decrease of the fair value of the owner’s equity which was directly included shall be
transferred out and recorded into the profits and losses of the current period. The accumulative losses that are transferred out
shall be the net amount obtained from the initially obtained costs of the sold financial asset after deducting the principals as
taken back, the current fair value and the impairment-related losses as was recorded into the profits and losses of the current
period
Calculation of bad-debt provisions for accounts receivables
—For accounts receivables with a significant single amount and for which bad-debt provisions are made separately:
Definition or amount Accounts receivable with a significant single amount refer to the top five accounts receivable with
criteria for an account the largest balances or accounts accounting for over 10% of the total balance of receivables.
receivable with a
significant single amount
Making separate bad-debt Where there is objective evidence proving that the Company is not able to recover the full amount of
provisions for accounts an account receivable according to the original terms in relation to the account, an independent
receivable with a impairment test is carried out on the account receivable and the bad-debt provision is made according
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
significant single amount to the difference between the present value of the account’s future cash flows and the account’s
carrying amount. If the independent impairment test shows that the account receivable has not been
impaired, the balance of the account is put into the corresponding group and the bad-debt provision is
made using the balance percentage method.
—Accounts receivable for which bad-debt provisions are made on the group basis
Grouping criteria:
Group name Criteria
Accounts receivable arising from other common transactions
Common transaction group than internal transactions are classified according to credit risk
features.
Accounts receivable arising from internal transactions within the
Internal transaction group scope of the consolidation statements are classified according to
credit risk features.
Making bad-debt provisions for accounts receivable on the group basis:
Group name Method for making provisions
Common transaction group Balance percentage method
The bad-debt provision is made according to the difference
Internal transaction group between the present value of the group’s future cash flows and
the group’s carrying amount.
—For receivable groups for which bad-debt provisions are made using the balance percentage method:
Group name Provision ratio for account receivables Provision ratio for other receivables (%)
(%)
Common transaction groups 6% 6%
—Accounts receivable with an insignificant single amount but for which the bad-debt provision is made independently
— —When can the bad-debt provision be made independently for an account receivable with an insignificant amount
When there is conclusive evidence proving that obvious difference exists in the recoverability.
— —Method for making bad-debt provisions for the said accounts receivables
The bad-debt provision is made according to the difference between the present value of the account’s future cash flows and
the account’s carrying amount.
As for other receivables (including notes receivable, prepayments, interest receivable, long-term receivables, etc.), bad-debt
provisions are made according to the differences between the present values of their future cash flows and their carrying
amounts.
Accounting Method of Inventory
Inventory category: raw materials, products in processing, materials for consigned processing, finished products,
semi-manufactured semi-finished products, and low-value consumption goods.
Accounting of inventory: raw materials and finished products shall be measured at actual cost, while weighted average method
shall be adopted when receiving or outgoing.
Inventory system: a perpetual inventory system
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Recognition of provision for falling price of inventory and withdrawal: The Company shall make provision for falling price of
inventory on the basis of each item of inventory at the balance that net realizable value is lower than carrying cost. For finished
goods, merchandise inventories, and available for sale materials which are applied directly for sales of stock inventory, the
amount after deducting the estimated sale expense and relevant taxes from the estimated sell price of the inventory shall be
recognized as the net realizable value. For material inventories which need to be processed, the amount after deducting the
estimated cost of completion, estimated sale expense and relevant taxes from the estimated sale price of produced finished
goods shall be recognized as the net realizable value.
Measurement Method of Long-term Investment
Measurement of long-term equity investment
— Long-term equity investment for the merger of enterprises
—— For the merger of enterprises under the same control, it shall, on the date of merger, regard the share of the book value of
the owner's equity of the merged enterprise as the initial cost of the long-term equity investment, and the direct relevant
expenses occurred for the merger of enterprises shall be included into the profits and losses of the current period.
—— For the merger of enterprises not under the same control, The combination costs shall be the fair values, on the
acquisition date, of the assets paid, the liabilities incurred or assumed and the equity securities issued by the Company in
exchange for the control on the acquiree, and all relevant direct costs incurred to the acquirer for the business combination.
Where any future event that is likely to affect the combination costs is stipulated in the combination contract or agreement, if it
is likely to occur and its effects on the combination costs can be measured reliably, the Company shall record the said amount
into the combination costs.
—— The cost of a long-term equity investment obtained by making payment in cash shall be the purchase cost which is
actually paid. The cost consists of the expenses directly relevant to the obtainment of the long-term equity investment, taxes
and other necessary expenses.
—— The cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair value of the
equity securities issued.
—— The cost of a long-term equity investment of an investor shall be the value stipulated in the investment contract or
agreement except the unfair value stipulated in the contract or agreement.
—— The cost of a long-term investment obtained by the exchange of non-monetary assets (having commercial nature) shall be
recognized base on taking the fair value and relevant payable taxes as the cost of the assets received.
—— The cost of a long-term equity investment obtained by recombination of liabilities shall be recognized at the fair value.
Subsequent measurement of long-term equity investment and recognized method of investment income
—The long-term equity investment of the Company that is able to control the invested enterprise and which of the Company
that does not do joint control or does not have significant influences on the invested entity, and has no offer in the active
market and its fair value cannot be reliably measured, it shall be measured by employing the cost method. Except for the
declared but not distributed cash dividends or profits included in the price or consideration actually paid when an investment is
obtained, the dividends or profits declared to distribute by the invested entity shall be recognized as the current investment
income.
—A long-term equity investment of the Company that does joint control or significant influences over the invested entity shall
be measured by employing the equity method. If the cost of a long-term equity investment is more than the Company's
attributable share of the fair value of the invested entity's identifiable net assets for the investment, the cost of the long-term
equity investment may not be adjusted. If the cost of a long-term equity investment is less than the Company's attributable
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
share of the fair value of the invested entity's identifiable net assets for the investment, the difference shall be included in the
current profits and losses and the cost of the long-term equity investment shall be adjusted simultaneously. The Company shall
recognize the net losses of the invested enterprise until the book value of the long-term equity investment and other long-term
rights and interests which substantially form the net investment made to the invested entity are reduced to zero, unless the
investing enterprise has the obligation to undertake extra losses. The Company shall, on the ground of the fair value of all
identifiable assets of the invested entity when it obtains the investment, recognize the attributable share of the net profits and
losses of the invested entity after it adjusts the net profits of the invested entity.
Provision for impairment of long-term investment
—The Company shall conduct inspection to long-term investment item by item at the end of reporting period. If the market
price of long-term investment falls into sustained decline or the invested enterprise’s operation status grow worse, which will
cause that the recoverable amount is lower than carrying value, moreover, such reduced value will not be restored in predicted
future period, then the negative balance between the recoverable amount and carrying value of long-term investment shall be
measured as provision for impairment of long-term investment. The recoverable amount shall be determined in light of the
higher one of the net amount of the fair value of the long-term equity investment minus the disposal expenses and the current
value of the expected future cash flow of the long-term equity investment. Once any loss of impairment of the long-term
investment is recognized, it shall not be switched back in the future accounting periods.
Measurement of Fixed Assets and Depreciation
Recognition of fixed assets: Fixed assets of the Company refers to the tangible assets that simultaneously possess the features
as follows: they are held for the sake of producing commodities, rendering labor service, renting or business management; and
their useful life is in excess of one fiscal year and unit price is higher.
Category of fixed assets: housing and building, machinery equipment, transportation vehicle and other.
Measurement of fixed assets and depreciation method: fixed assets shall be measured at actual cost. Depreciation rate shall be
recognized by employing the straight-line method and in accordance with appraisal economical useful life and predicated net
residuals. The appraisal economical useful life and depreciation rate are listed as below:
Categories Useful life Annual depreciation rate Residuals rate
Housing and Building 3—25 31.67%-4.75% 5%
Machinery equipments 2—8 47.50%-11.88% 5%
Transportation vehicle 5—10 19%-9.50% 5%
Other 2—8 47.50%-11.88% 5%
Provision for impairment of fixed assets: The Company shall carry out inspection to fixed assets item by item every year. If the
recoverable amount is lower than carrying value due to sustained decline of market price of fixed assets or technological
obsolescence, damage or long-term idle, then the provision for impairment of fixed assets shall be withdrawn on the basis of
the balance hereof. Once any loss of impairment of the fixed assets is recognized, it shall not be switched back in the future
accounting periods. The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of
the fixed assets minus the disposal expenses and the current value of the expected future cash flow of the fixed assets. The
current value of future cash flow of assets shall be recognized based on the amount after the predicated future cash flow
occurred in the process of continuous services and when the final disposal is discounted by adopting proper discount rate.
Accounting Measurement of Construction in Progress
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Construction in progress shall be measured at actual cost. Constructions in progress shall be carried down to fixed assets by
adopting provisional estimate when bringing to the expected conditions for use. After completion and settlement procedures,
the Company shall adjust the carrying value of fixed assets at the actual cost. As for interests on borrowings incurred to
special-borrowing loans or general borrowing for the acquisition and construction or production of assets eligible for
capitalization and the ancillary expense incurred to special-borrowing loans, those incurred before a qualified asset under
acquisition, construction or production is ready for the intended use or sale shall be capitalized into capitalized cost, while
those incurred after a qualified asset under acquisition and construction or production is ready for the intended use or sale shall
be included into the profits and losses of the current period.
Provision for impairment of construction in progress: the Company shall carry out overall inspection to the construction in
progress at the end of the reporting period. If the construction in progress has been stopped for a long time and cannot be
continued restarting in the coming three years, and such construction in progress has already fallen behind, whatever in
performance or in technology, resulting in an uncertainty to economic benefit of the Company, and there is an obvious
evidence shows that the construction in progress has been impaired, then provision for impairment of the construction in
progress shall be withdrawn based on the negative balance between the recoverable amount of single construction in progress
and carrying value. Once any loss of impairment of the construction in progress is recognized, it shall not be switched back in
the future accounting periods.
Measurement of Intangible Assets and Amortization Method
Measurement of intangible assets
—— The cost of outsourcing intangible assets shall be measured at actual expenditures occurred for reaching the expected use
purpose.
—— The research expenditures for its internal research and development projects of the Company shall be recorded into the
profit or loss for the current period. The development expenditures for its internal research and development projects of the
Company may be confirmed as cost of intangible assets when they satisfy capitalization conditions.
—— The cost invested into intangible assets by investors shall be determined according to the conventional value in the
investment contract or agreement, except for those of unfair value in the contract or agreement.
— —The intangible assets received by the Company through accepting debtor’s non-cash assets for compensation for debts, or
by receivables, shall be measured at the fair value of the intangible assets received.
— —The cost invested into intangible assets by non-monetary transaction shall be determined according to the fair value of
non-monetary assets and relevant payable taxes.
Amortization of intangible assets: Intangible assets with limited service life shall be amortized by the straight-line method
within its estimated service life. If it is unable to forecast the period when the intangible asset can bring economic benefits to
the Company, it shall be regarded as an intangible asset with uncertain service life. Intangible assets with uncertain service life
may not be amortized. The Company’s intangible assets is mainly land use right, which is amortized averagely by the service
life (50 years).
Provision for impairment of intangible assets: the Company shall made overall inspection to the intangible asset at the end of
reporting period. If the intangible assets have already been replaced by other new technologies, resulting in the Company’s
ability to create economic benefits suffering materials adverse influence, or a sustained decline of market price of intangible
assets and impossible to be recover within the residual amortization years, or certain intangible asset has exceeded the term
protected by law but still part of useful value is remained, or there is an obvious evidence shows that the intangible assets has
been impaired, then provision for impairment of the intangible assets shall be withdrawn based on the balance between the
recoverable amount of single intangible assets and carrying value. Once any loss of impairment of the intangible assets is
recognized, it shall not be switched back in the future accounting periods.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Measurement of Long-term Deferred Expenses
Long-term deferred expenses refer to general expenses with the apportioned period over one year (one year
excluded) that have occurred but attributable to the current and future periods. Long-term deferred expense
shall be recoded into book in the light of the actual expenditure, and amortized averagely within benefit
period. In case of no benefit in the future accounting period, the amortized value of such project that fails to
be amortized shall be transferred into the profits and losses of the current period.
Measurement of Capitalization of Borrowing Costs
The borrowing costs shall not be capitalized unless they simultaneously meet the following requirements: (1) The asset
disbursements have already incurred, which shall include the cash, transferred non-cash assets or interest bearing debts paid for
the acquisition and construction or production activities for preparing assets eligible for capitalization; (2) The borrowing costs
has already incurred; and (3) The acquisition and construction or production activities which are necessary to prepare the asset
for its intended use or sale have already started.
To-be-capitalized amount of interests of borrowing: As for interests of borrowing occurred special-borrowing loans or general
borrowing for the acquisition and construction or production of assets eligible for capitalization, those incurred before a
qualified asset under acquisition, construction or production is ready for the intended use or sale shall be capitalized based on
the following methods:
— —As for special-borrowing loans for the acquisition and construction or production of assets eligible for capitalization, the
to-be-capitalized amount of interests shall be determined in light of the actual cost incurred of the specially borrowed loan at
the present period minus the income of interests earned on the unused borrowing loans as a deposit in the bank or as a
temporary investment.
— —Where a general borrowing is used for the acquisition and construction or production of assets eligible for capitalization,
the Company shall calculate and determine the to-be-capitalized amount of interests on the general borrowing by multiplying
the weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by
the capitalization rate of the general borrowing used. The capitalization rate shall be calculated and determined in light of the
weighted average interest rate of the general borrowing.
Suspension of capitalization: Where the acquisition and construction or production of a qualified asset is interrupted
abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be
suspended. The borrowing costs incurred during such period shall be recognized as expenses, and shall be recorded into the
profits and losses of the current period, till the acquisition and construction or production of the asset restarts. If the
interruption is a necessary step for making the qualified asset under acquisition and construction or production ready for the
intended use or sale, the capitalization of the borrowing costs shall continue.
Recognition and Measurement of Estimated liabilities
Recognition of estimated debts: The obligation such as external guaranty, pending litigation or arbitration, product quality
assurance, layoff plan, loss contract, restructuring and disposal of fixed assets, pertinent to a contingencies shall be recognized
as an estimated debts when the following conditions are satisfied simultaneously: ① That obligation is a current obligation of
the enterprise; ② It is likely to cause any economic benefit to flow out of the enterprise as a result of performance of the
obligation; and ③ The amount of the obligation can be measured in a reliable way.
Measurement of estimated debts: The estimated debts shall be initially measured in accordance with the best estimate of the
necessary expenses for the performance of the current obligation. To determine the best estimate, the Company shall take into
full consideration of the risks, uncertainty, time value of money, and other factors pertinent to the Contingencies. If the time
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
value of money is of great significance, the best estimate shall be determined after discounting the relevant future outflow of
cash. If there is a sequent range for the necessary expenses and if all the outcomes within this range are equally likely to occur,
the best estimate shall be determined in accordance with the middle estimate within the range. In other cases, the best estimate
shall be conducted in accordance with the following situations, respectively: ① If the Contingencies concern a single item, it
shall be determined in the light of the most likely outcome. ② If the Contingencies concern two or more items, the best
estimate should be calculated and determined in accordance with all possible outcomes and the relevant probabilities. ③ When
all or some of the expenses necessary for the liquidation of an estimated debts of an enterprise is expected to be compensated
by a third party, the compensation should be separately recognized as an asset only when it is virtually certain that the
reimbursement will be obtained. The Company shall check the book value of the estimated debts on the balance sheet date. The
Company shall, subject to change, make adjustment to carrying value to reflect the current best estimate.
Employee Compensation
The employee compensation refers to all kinds of payments and other relevant expenditures given by the Company during the
accounting period of an employee' providing services to the Company, including: wages, bonuses, allowances and subsidies for
the employees; welfare expenses for the employees; social insurances such as medical insurance, endowment insurance,
unemployment insurance, work injury insurance, maternity insurance and other, which are paid by the Company to the
employee, and housing accumulation fund. If the Company cancels the labor relationship with any employee prior to the
expiration of the relevant labor contract or brings forward any compensation proposal for the purpose of encouraging the
employee to accept a layoff (the cancellation of labor relationship or proposal on voluntary layoff will execute it soon, and The
Company is unable to unilaterally withdraw the plan on the cancellation of labor relationship or the layoff), the Company shall
recognize the estimated liabilities incurred hereof, and shall simultaneously record them into the profit or loss for the current
period.
Recognition of revenue
No revenue shall be realized unless the following conditions are met simultaneously: a. The significant risks and rewards of
ownership of the goods or products have been transferred to the buyer by the enterprise; b. The Company retains neither
management right nor effective control over the sold goods or products; c. The relevant revenue has been received or valid
evidence has been obtained, d. relevant cost related to sales of goods and products can be measured in a reliable way.
Specific principles for recognition of the “domestic sale and export” incomes of the Company:
(1) Method for recognition of the domestic sale income:
According to the buyer’s requirements, the Company delivers to the buyer the products that have been considered qualified
upon examination. The amount of the income has been determined and the sales invoice has been issued. The payment for the
delivered products has been received in full or is expectedly recoverable.
(2) Method for recognition of the export income:
The Company produces the products according to the contract signed with the buyer. After the products have been examined as
qualified, the Company completes the customs clearing procedure for export. The shipping company loads the products for
shipping. The amount of the income has been determined and the export sales invoice has been issued. The payment for the
delivered products has been received in full or is expectedly recoverable.
Revenue from providing services shall be recognized by adopting the percentage-of-completion method when following
conditions shall be met simultaneously: The amount of revenue can be measured in a reliable way; The relevant economic
benefits are likely to flow into the enterprise; The schedule of completion under the transaction can be confirmed in a reliable
way; and the costs incurred or to be incurred in the transaction can be measured in a reliable way. If the Company can not
measure the result of a transaction concerning the providing of labor services in a reliable way, and the cost of labor services
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
incurred is expected to be compensated, the revenue from the providing of labor services shall be recognized in accordance
with the amount of the cost of labor services incurred. If the cost of labor services incurred is not expected to compensate in
full, the revenue shall be recognized in accordance with the amount of the cost of labor service can be compensated; if all cost
of labor services incurred is not expected to compensate and no revenue from the providing of labor services may be
recognized.
The revenue from abalienating of right to use the Company’s assets may be recognized when the following conditions are met
simultaneously: a. the relevant economic benefits are likely to flow to the Company; and b. the amount of revenues can be
measured in a reliable way. The user charge receivable should be measured and confirmed as operating revenue in accordance
with the period and method of charging as stipulated in the relevant contract or agreement.
Government Subsidies
No government subsidy may be recognized unless the following conditions are met simultaneously: (1) The Company can
meet the conditions for the government subsidies; and (2) The Company can obtain the government subsidies.
If a government subsidy is a monetary asset, it shall be measured in the light of the received or receivable amount. If a
government subsidy is a non-monetary asset, it shall be measured at its fair value. If its fair value cannot be obtained in a
reliable way, it shall be measured at its nominal amount.
The government subsidies pertinent to assets shall be recognized as deferred income, equally distributed within the useful lives
of the relevant assets, and included in the current profits and losses. But the government subsidies measured at their nominal
amounts shall be directly included in the current profits and losses. The government subsidies pertinent to incomes shall be
treated respectively in accordance with the circumstances as follows: (1) Those subsidies used for compensating the related
future expenses or losses of the enterprise shall be recognized as deferred income and shall included in the current profits and
losses during the period when the relevant expenses are recognized; or (2) Those subsidies used for compensating the related
expenses or losses incurred to the enterprise shall be directly included in the current profits and losses.
Accounting Treatment of Income Tax
Income tax shall be measured by adopting balance sheet approach. On the balance sheet day, deferred income tax assets and
relevant deferred income tax income shall be recognized based on the deductible temporary difference and result calculated at
the applicable income tax rate; deferred income tax liabilities and relevant deferred income tax expense shall be recognized
based on taxable temporary difference and result calculated at the applicable income tax rate.
Method for Profit Distribution
In accordance with the Articles of Association, the Company’s profit shall be distributed in order as follows:
—Making up losses in the previous year;
—Appropriating 10% net profit as statutory public reserve, if accumulative appropriated amount reaches over 50% of
registered capital, the Company may no longer appropriate;
—Appropriating discretionary public reserve after approval by the Shareholders’ General Meeting;
—Retained profit shall be distributed according to the resolution of the Shareholders’ General Meeting.
Business Combinations
The term "business combinations" refers to a transaction or event bringing together two or more separate enterprises into one
reporting entity. The Company shall recognize assets and liabilities obtained for business combinations on the combining date
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
and acquisition date. The "combining date" or “acquisition date” refers to the date on which the combining party actually
obtains control on the combined party.
In a business combination under the same control, the assets and liabilities that the combining party obtains in a business
combination shall be measured on the basis of their carrying amount in the combined party on the combining date. As for the
balance between the carrying amount of the net assets obtained by the combining party and the carrying amount of the
consideration paid by it, the additional paid-in capital shall be adjusted. If the additional paid-in capital is not sufficient to be
offset, the retained earnings shall be adjusted.
In a business combination not under the same control, the combination costs shall be the fair values, on the acquisition date, of
the assets paid, the liabilities incurred or assumed and the equity securities issued by the acquirer in exchange for the control
on the acquiree. The positive balance between the combination costs and the fair value of the identifiable net assets it obtains
from the acquiree shall be recognized as business reputation. The negative balance between the combination costs and the fair
value of the identifiable net assets it obtains from the acquiree shall be recorded into the profits and losses of the current period
after the reexamination.
Preparation methods for consolidated financial statements
The scope of consolidation of consolidated financial statements shall include the Company and all its subsidiaries. The
operating outcomes and financial status of the subsidiaries shall be included in the consolidated financial statements from start
date of the control to end date of the control.
The subsidiaries that the Company obtains due to business combination under the same control shall be included into the scope
of consolidation when preparing the consolidated financial statements of the current period, and the beginning balance in the
consolidated financial statement and prior comparison sheet shall be adjusted accordingly.
As for the subsidiaries that the Company obtains due to business combination not under the same control, their financial
statements shall be adjusted based on the fair value of each identifiable asset and liability determined on the combining date
when preparing the consolidated financial statements of the current period. Such combined subsidiaries shall be included into
the scope of consolidation from the combining date.
If the accounting period and accounting policies adopted by a subsidiary are different from those adopted by the Company,
when preparing the consolidated financial statement, necessary adjustments shall be made to the financial statements of the
subsidiary under the accounting period and accounting policies adopted by the Company. Within the scope of consolidation, all
significant transactions between the enterprises, balance and unrealized profits and losses shall be offset when preparing the
consolidated financial statement. As for the unrealized losses occurred in the internal transaction, if there is a evidence shows
that such loss is impairment loss on relevant assets, it shall not be offset. The equity and profits & losses attributable to
minority shareholders of the subsidiary shall be particularly presented in the item of “shareholder’s equity” in the consolidated
balance sheets and in the item of “net profit” in the consolidated income statement respectively.
Change in accounting policies and accounting estimates and corrections of prior accounting errors
During the reporting period, there is no change in accounting policies or accounting estimates and no correction of prior
accounting errors.
IV. Major Taxes
VAT
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
VAT on sales is calculated based on 17% of sales revenue. VAT is calculated and paid based on the difference of VAT on sales
deducting deductible input VAT. Tax on exports managed by the Company, as approved by the taxation departments, is paid by
adopting the policy of “tax exemption, tax deduction and tax rebate” since 1 Jan. 2002.
Corporate Income Tax
The Company was identified as a high-tech enterprise in Dec. 2008, and passed the re-examination for the First Batch
High-tech Enterprise in 2011 on 23 Aug. 2011, as well as won the “Certificate of High-tech Enterprise” with serial number
GR201144000059 after approval by Department of Science and Technology of Guangdong Province, Department of Finance
of Guangdong Province, Guangdong Provincial Bureau of State Taxation and Guangdong Provincial Bureau of Local Taxation.
In accordance with relevant provisions in Corporate Income Tax Law of the People's Republic of China and the Administration
Measures for Identification of High-tech Enterprises promulgated in 2007, the Company paid the corporate income tax based
on a tax rate of 15% within three years since 1 Jan. 2011.
The subsidiary of the Company, Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd., is a productive foreign funded
enterprise, and since 2008, the first profit-making year, it can enjoy the preferential CIT policy of “Two plus three”, therefore
the said company should be allowed a 50% reduction of the enterprise income tax in 2012, as at the rate of 12.5%.
The subsidiaries of the Company, including Foshan Taimei Times Lamps and Lanterns Co., Ltd., Foshan Chansheng Electronic
Ballast Co., Ltd., Foshan Gaoming Fuwan Landscape Resort Co., Ltd., Nanjing Fozhao Lighting Components Manufacturing
Co., Ltd., Foshan Electrical & Lighting (Xinxiang) Co., Ltd., Foshan Lighting Lamps and Lanterns Co., Ltd., Qinghai Fozhao
Lithium Ion Battery Cathode Materials Co., Ltd., Guangdong Fozhao Leasing Co., Ltd. and Guangdong Fozhao New Light
Sources Technology Co., Ltd. , whose enterprise income tax rate is 25%.
V. Subsidiaries controlled by the Company
The subsidiaries received by the Company through establishment or investment
Regi Amount Con
Date Registered
Name of strati invested by Legal solid
of capital Equity
invested on the represe Main business ated
found (RMB’0000 owned
company plac Company ntative state
ation )
e (RMB’0000) ment
Foshan Manufacturing
Chansheng electronic ballasts,
Fosh Zhong
Electronic 2003 RMB100 RMB75 75% electronic Yes
an Xincai
Ballast Co., transformers and
Ltd. electronic triggers.
Production and
operation of lamps,
Foshan
electric light source
Chanchang
products and
Electric Fosh Zhong
2005 RMB7278 RMB5094 70% accessories, Yes
Appliance an Xincai
installation and
(Gaoming)
related engineering
Co., Ltd.
and consulting
business.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Research,
Foshan development,
Taimei Times production and sales
Fosh Zhao
Lamps and 2005 RMB50 RMB35 70% of lighting, household Yes
an Yong
Lanterns Co., appliances and
Ltd. accessories and other
lighting products.
R&D and production
Foshan of electric light source
Lighting lamp products and
Fosh Zhong
Lamps and 2009 RMB500 RMB507 100% relevant electric Yes
an Xincai
Lanterns Co., engineering materials,
Ltd. metal material and
non-metal material
Production and sales
of electric light source
equipment and
electric light source
Foshan products, sales of
Electrical & accessories of electric
Xinx Zhong
Lighting 2009 RMB1000 RMB1000 100% light source, electric Yes
iang Xincai
(Xinxiang) light source materials,
Co., Ltd. electric engineering
materials, accessories
for motor vehicles,
lamps and
components
Qinghai
Fozhao
Production and sales
Lithium Ion Zhong
Qing of lithium ion battery
Battery 2010 RMB5000 RMB2550 51% Yes
hai Xincai cathode materials
Cathode
exploitation
Materials Co.,
Ltd.
Financial leasing and
Guangdong service for new
Liu
Fozhao Fosh energy cars and main
2011 RMB20000 RMB20000 100% Xingmi Yes
Leasing Co., an accessories,
ng
Ltd. energy-saving lighting
products and projects
Guangdong Production and sales
Fozhao New of LED light sources
Fosh Zhong
Light Sources 2011 RMB22200 RMB1000 54.95% and LED lighting Yes
an Xincai
Technology application products;
Co., Ltd. lighting installation
117
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
works
—Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd., who is the Sino-foreign joint ventures invested and established
by the Company and Prosperity Lamps and Components Ltd, had obtained license for business corporation on 23 Aug. 2005
through approval by Foreign Trade and Economic Cooperation Bureau of Gaoming District, Foshan with document “MWJMY
Zi [2005] No. 79”. The Company holds 70% equities of the said company, therefore the said subsidiary was included into the
scope of the consolidated financial statements since date of the foundation.
—Foshan Taimei Times Lamps and Lanterns Co., Ltd., who is the Sino-foreign joint ventures invested and established by the
Company and Reback North America Investment Limited, had obtained license for Business Corporation on 5 Dec. 2005
through approval by Foreign Trade and Economic Cooperation Bureau of Gaoming District, Foshan with document “MWJMY
Zi [2005] No. 97”. The Company holds 70% equities of the said company, therefore the said subsidiary was included into the
scope of the consolidated financial statements since date of foundation.
—Foshan Lighting Lamps and Lanterns Co., Ltd. is limited liability company, which is invested and established by the
Company together with Foshan Haozhiyuan Trading Co., Ltd., Shanghai Liangqi Electric Co., Ltd, Changzhou Sanfeng
Electrical & Lighting Co., Ltd., Henan Xingchen Electrical & Lighting Co., Ltd., Foshan Hongbao Electrical & Lighting Co.,
Ltd., Hebei Jinfen Trading Co., Ltd., obtaining its license for Business Corporation on 27 Mar. 2009. The Company holds 60%
equities of this company. Therefore the said subsidiary was included into the scope of the consolidated financial statements
since date of the foundation. The said company had put into production in May 2009. On 25 Sep. 2009, the equity transfer
agreement was signed between the Company and Foshan Haozhiyuan Trading Co., Ltd., in which Foshan Haozhiyuan Trading
Co., Ltd. transferred 10% equities of Foshan Lighting Lamps and Lanterns Co., Ltd. to the Company. After transfer, the
Company holds 70% equities of Foshan Lighting Lamps and Lanterns Co., Ltd.. On 19 Dec. 2010, the Company signed Equity
Transfer Contract with Shanghai Liangqi Electric Co., Ltd, Changzhou Sanfeng Electrical & Lighting Co., Ltd., Henan
Xingchen Electrical & Lighting Co., Ltd., Foshan Hongbao Electrical & Lighting Co., Ltd., and Taizhou Luqiao Hengyu
Lighting Equipment Trading Company. Since then, the above said minority shareholder respectively transferred 6% of their
holding equities of Foshan Lighting Lamps and Lanterns Co., Ltd. to the Company, the Company held 100% equities of
Foshan Lighting Lamps and Lanterns Co., Ltd. after the transfer.
—Foshan Electrical & Lighting (Xinxiang) Co., Ltd. is limited liability company with the registered capital of RMB 10 million,
which is invested and established by the Company, obtaining its license for Business Corporation on 17 Apr. 2009. As at 31
Dec. 2009, the Company had invested RMB 5 million in this company, holding 100% equities of this company. Therefore the
said subsidiary was included into the scope of the consolidated financial statements since date of foundation.
—Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. is limited liability company, which is invested and
established by the Company together with Hefei Lixin Energy Material Co., Ltd., Qinghai Power New Energy Material Co.,
Ltd., Lithium Energy Holdings, Ltd. and Jianagsu Guogang Communication Engineering Co., Ltd.. On 25 Oct. 2010, Qinghai
Fozhao Lithium Energy Exploitation Co., Ltd. received Business License for Enterprise as a Legal Person, of which the
Company holds 51% equities of the company, and it was included into the scope of the consolidated financial statements since
date of foundation.
—Guangdong Fozhao Leasing Co., Ltd. is limited liability company, which is invested and established by the Company,
obtaining its license for Business Corporation on 31 May 2011. And the Company holds 100% equities of this company.
Therefore the said subsidiary was included into the scope of the consolidated financial statements since date of foundation.
—Guangdong Fozhao New Light Sources Technology Co., Ltd. , who is the Sino-foreign joint ventures invested and
established by the Company and Bright Technology & Venture Limited (registered in Hong Kong), had obtained license for
Business Corporation on 7 Jun. 2011 through approval by Foshan Foreign Trade and Economic Cooperation Bureau, with
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
document “FWJMY Zi [2011] No. 39”. And the registered capital was RMB 222 million. The Company had already input the
capital of RMB 10 million, accounting for 54.95% equity of the company, and included the company into the scope of the
consolidated financial statements since its establishment. In Jun. 2012, the Company signed an Agreement on Termination of
Cooperation with Bright Technology & Venture Limited (registered in Hong Kong), both parties unanimously agreed to
dissolve Guangdong Fozhao New Light Sources Technology Co., Ltd., and relevant procedures on cancelling the company has
been finished in Mar. 2013.
The subsidiary for business combination not under the same control
Con
Date Amount solid
Name of Regist Registered Legal
of invested by the Equity ated
invested ration capital represe Main business
found Company owned state
company place (RMB’0000) ntative
ation (RMB’0000) men
t
Production of
energy-saving
photoelectric source
products, lamps and
lanterns, light source
Nanjing
equipments,
Fozhao
illumination
Lighting Nanjin Zhong
2002 RMB4168.32 RMB7200 100% engineering; Yes
Components g Xincai
technological
Manufacturin
development of
g Co., Ltd.
energy-saving and
production of relevant
components; sales of
self-production
products
— In accordance with the equity transfer agreement signed between the Company and Prosperity Lamps and Components Ltd
on 27 Aug. 2008, Prosperity Lamps and Components Ltd. transferred 100% equities of Nanjing Fozhao Lighting Components
Manufacturing Co., Ltd.(used to known as “Prosperity (Nanjing) Lighting Components Co., Ltd.”, and changed name to
“Nanjing Fozhao Lighting Components Manufacturing Co., Ltd.” on 15 Nov. 2010.) to the Company. Therefore, Prosperity
(Nanjing) Lighting Components Co., Ltd. became the wholly-owned subsidiary of the Company. The said subsidiary was
included into the scope of the consolidated financial statements since merger date.
Change of consolidation scope and reason
Information about the disposal of subsidiaries in the reporting period：
Net profit from the
Net assets on disposal
Name of company Acquisition period beginning of current
day
period to disposal day
Foshan Gaoming Fuwan Landscape
January to November in 122,782,123.95 -3,588,971.59
Resort Co., Ltd.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Net profit from the
Net assets on disposal
Name of company Acquisition period beginning of current
day
period to disposal day
2012
—Foshan Gaoming Fuwan Landscape Resort Co., Ltd. originally was the wholly-owned subsidiary of the Company and
founded in 2006, obtaining its license for Business Corporation since its foundation. In Oct. 2012, upon review and approval of
its Shareholders’ General Meeting, the Company entrusted Fo Shan City Rong Xin Auction Co., Ltd. to auction 100% equity
interests of Foshan Gaoming Fuwan Landscape Resort Co., Ltd.. According to the auction result, the said equity interests were
transferred to Guangdong Tuanyi Investment Group Co., Ltd. and Foshan Hongyi Property Investment Co., Ltd. at the
consideration of RMB 317.05 million. All the consideration was paid up in Nov. 2012 and the alteration of the registered
information of Foshan Gaoming Fuwan Landscape Resort Co., Ltd. with the administration for industry and commerce was
completed. Therefore, the base day for the transfer was 30 Nov. 2012. After the transfer, the Company has lost control over
Foshan Gaoming Fuwan Landscape Resort Co., Ltd. and thus deconsolidated it.
Minority interests and profits and losses of minority shareholders attributable to the holding subsidiaries
As at 31 Dec. 2012 or Year 2012 As at 31 Dec. 2011 or Year 2011
Name of company Profits and losses Profits and losses
Minority interests Minority interests
of minority of minority
Foshan Chansheng Electronic Ballast Co.,
Ltd. 1,563,388.63 677,741.05 1,019,551.66 269,242.19
Foshan Chanchang Electric Appliance
(Gaoming) Co., Ltd. 26,531,072.16 679,632.85 25,851,439.31 2,695,142.18
Foshan Taimei Times Lamps and Lanterns
8,240,952.28 2,094,876.38 6,146,075.90 4,613,748.97
Co., Ltd.
Qinghai FSL Lithium Ion Battery Cathode
Materials Co., Ltd 10,760,830.17 -4,212,256.67 14,973,086.84 -1,441,165.15
Guangdong Fozhao New Light Sources
- 523,120.54 -523,120.54 -523,120.54
Technology Co., Ltd.
Total 47,096,243.24 -236,885.85 47,467,033.17 5,613,847.65
VI. Notes to Main Items of Consolidated Financial Statements
1. Monetary Funds
Closing amount Opening amount
Amount in
Item Exchange Amount in Amount in Exchange Amount in
foreign
rate RMB foreign currency rate RMB
currency
Cash 4,646.82 102,890.33
Bank deposits 980,371,648.14 688,662,470.16
120
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Of which:
RMB account 972,782,849.67 677,998,462.61
HKD
account 93.15 0.8109 75.53 93.05 0.8107 75.44
USD
account 1,152,484.15 6.2855 7,243,939.12 1,560,740.53 6.3009 9,834,070.00
Euro
Account 41,452.32 8.3176 344,783.82 101,667.64 8.1625 829,862.11
Other
currency funds 5,074,595.78 1,926,390.66
Of which:
RMB 5,074,595.78 1,926,390.66
Total 985,450,890.74 690,691,751.15
－Closing monetary funds increased by RMB 294,759,139.59 over the opening amount, representing a growth of
42.68%, which was mainly because the Company got paid for transferring equity interests of Foshan Gaoming
Fuwan Landscape Resort Co., Ltd..
—All bank deposits are in the name of the Company or the subsidiaries which are within the scope of consolidated financial
statements.
—Other monetary capital is refundable deposit the Company deposited in exchange company under the company name.
2. Tradable Financial Assets
Items Closing balance Opening balance
Tradable financial assets
4,012,728.75 4,097,366.22
—Tradable financial assets are detailed as follows:
Item Closing Closing market value Impairment reserve
Fund investment 5,000,000.00 4,012,728.75 -
Total -
5,000,000.00 4,012,728.75
3. Notes Receivable
Item Closing balance Opening balance
Bank acceptance bill 175,907,019.08 120,417,089.71
Total 175,907,019.08 120,417,089.71
—Up till 31 Dec. 2012, there is no undue trade acceptance draft receivable discounted or pledged.
—Closing balance of notes receivable increases by RMB 55,489,929.37 as compared with the opening amount, representing
a growth of 46.08%, which is mainly because more customers adopted notes settlement in the reporting period.
—There is no amount due from shareholders who hold 5% or more of voting shares of the Company in the closing balance of
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
notes receivable.
4. Accounts Receivable
—Net account receivable as at 31 Dec. 2012 stands at RMB 334,006,892.19, which is classified as follows:
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Item
Proportion Proportion Proportion Proportion
Amount Amount Amount Amount
(%) (%) (%) (%)
Significant single amounts
and make independent
- - - - - - - -
provision for impairment
losses
Accounts receivable that make provision for impairment loss according to ages combination
Normal business
355,326,481.06 100.00 21,319,588.87 6.00 319,387,079.08 99.66 19,163,224.76 6.00
combination
Subtotal of combination 355,326,481.06 100.00 21,319,588.87 6.00 319,387,079.08 99.66 19,163,224.76 6.00
Not significant single
amounts but make
- - - - 1,102,004.37 0.34 1,102,004.37 100.00
independent provision
for impairment losses
Total 355,326,481.06 100.00 21,319,588.87 6.00 320,489,083.45 100.00 20,265,229.13 6.30
—Within the combination, analysis of accounts receivable that make provision for losses by balance percentage method
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Withdraw
Account age Withdrawal
Proporti al Proporti
Amount Amount Amount Amount proportion
on (%) proportion on (%)
(%)
(%)
Within 1 year 347,188,347.90 97.71 20,831,300.88 6.00 316,320,222.51 99.04 18,979,213.35 6.00
1-2 years 6,915,023.55 1.95 414,901.41 6.00 1,682,904.52 0.53 100,974.27 6.00
2-3 years 1,150,735.43 0.32 69,044.13 6.00 950,098.63 0.30 57,005.92 6.00
Over 3 years 72,374.18 0.02 4,342.45 6.00 433,853.42 0.13 26,031.21 6.00
Total 355,326,481.06 100.00 21,319,588.87 6.00 319,387,079.08 100.00 19,163,224.76 6.00
—The actual written-off accounts receivable during the current period
Name of company Type of Written-off Reasons of Whether arising
accounts amount written-off from related
receivable receivables transactions
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Guangzhou Yaotong Lighting Appliances Estimatedly
Loan 721,509.44 No
Trading Co., Ltd. uncollectible
Estimatedly No
Ningxia Senpu Lighting & Electrical Co., Ltd. Loan 205,660.34 uncollectible
Jilin Changchun Meijia Shopping Mall Estimatedly No
Loan 184,263.00
Yongchun Wholesale Haitian Lamps uncollectible
Estimatedly No
Dongda Commerce&Trade Co., Ltd. (Wang Jian) Loan 142,107.94 uncollectible
Estimatedly No
Chongqing Shenghui Lighting Co., Ltd. Loan 95,807.86 uncollectible
Estimatedly No
Zhuji Fluorescent Lamps Factory Loan 46,312.71 uncollectible
Foshan City Gaoming District Langling Estimatedly No
Hardware & Electrical Products Wholesale Loan 36,859.28 uncollectible
Department
Estimatedly No
Verification of small amount Loan 168,476.89 uncollectible
Total 1,600,997.46
—Particulars on the top five debtors
Closing amount Opening amount
Item
Amount Proportion Amount proportion
Total and proportion of the top five units in
debt 85,616,456.54 24.09% 101,970,937.99 31.81%
—Main entities
Relationship with the Proportion to
Ranking of entities Amount in arrear Ages
Company accounts receivable
No. 1 Non-related 30,319,268.30 Within 1 year 8.53%
No. 2 Non-related 25,124,587.40 Within 1 year 7.07%
Non-related 12,079,454.06 Within 1 year 3.40%
No. 3
Related 9,094,765.88 Within 1 year 2.56%
No. 4
Non-related 8,998,380.90 Within 1 year 2.53%
No. 5
Total 85,616,456.54 24.09%
—Please refer to Note VII for more details on amount due from shareholders who hold 5% or more of voting shares of the
Company in the closing balance of accounts receivable.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
5. Prepayments
Balance of prepayments as at 31 Dec. 2012 stands at RMB 12,383,426.98, which is classified according to ages as follows:
Closing amount Opening amount
Account age
Amount Proportion (%) Amount Proportion (%)
Within 1 year
10,364,024.71 83.69 39,163,913.07 95.45
1-2 years
1,140,000.00 9.21 1,327,501.87 3.24
2-3 years
831,986.27 6.72 - -
Over 3 years
47,416.00 0.38 541,446.00 1.31
Total
12,383,426.98 100.00 41,032,860.94 100.00
—Arrears of the top five entities in the closing balance of prepayments total RMB 9,563,958.13, accounting for 77.23% of
the prepayment balance. Details are as follows:
Customer Relationship with the Amount Account age Proportion in total
Unit 1 Non-related supplier Within 1 year
4,035,611.39 32.59
Unit 2 Non-related supplier 1 year to 2 years
1,810,595.17 14.62
Unit 3 Non-related supplier Within 2 year
1,733,694.70 14.00
Unit 4 Non-related supplier Within 1 year
1,219,570.00 9.85
Unit 5 Non-related supplier 1 year to 2 years
764,486.87 6.17
Total
9,563,958.13 77.23
—The balance of prepayments has decreased by RMB 28,649,433.96 compared with the period-begin, a decrease of 69.82%,
which was mainly because payment in advance in line with the original agreement had reduced.
—There is no amount due from shareholders who hold 5% or more of voting shares of the Company in the balance of
prepayments
6. Interest receivable
Items Closing balance Opening balance
Deposit interest 530,542.81 506,347.11
Total 530,542.81 506,347.11
7. Other Receivables
Net amount of other receivables as at 31 Dec. 2012 stands at RMB 56,196,390.54, which is detailed as follows according to
types:
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Closing balance Opening balance
Book balance Bad debts provision Book balance Bad debts provision
Items
Propor Propor Propor
Proporti
Amount tion Amount tion Amount tion Amount
on (%)
(%) (%) (%)
Significant single amounts and
41,710,000.0
make independent provision for 72.88
0
impairment losses
Accounts receivable that make provision for impairment loss according to ages combination
15,411,053.7 20,054,554.2 1,203,273.2
Normal business combination 26.93 924,663.24 6.00 99.47 6.00
8 1 5
15,411,053.7 20,054,554.2 1,203,273.2
Subtotal of combination 26.93 924,663.24 6.00 99.47 6.00
8 1 5
Not significant single amounts
but make independent 106,552.50 0.19 106,552.50 100.00 106,552.50 0.53 106,552.50 100.00
provision for impairment losses
57,227,606.2 1,031,215.7 20,161,106.7 1,309,825.7
Total 100.00 1.80 100.00 6.50
8 4 1 5
—Details about accounts receivable with significant individual amount and provision for bad debts are as follows:
Entity Type of accounts Amount in arrear Account age
Trading center for tendering and bidding in Gaoming Cash deposit of land Within one
41,710,000.00
District, Foshan bidding year
—Within the combination, analysis of accounts receivable that make provision for losses by balance percentage method
Closing balance Opening balance
Book balance Bad debts provision Book balance Bade debts provision
Withdraw Withdraw
Account age
Proporti al Proportion al
Amount Amount Amount Amount
on (%) proportio (%) proportion
n (%) (%)
Within 1
9,546,737.79 572,804.27
year 62.00 6.00 19,054,865.17 95.02% 1,143,291.91
6.00
1-2 years 5,133,212.60 33.31 307,992.76 6.00 496,002.78 2.47% 29,760.17 6.00
2-3 years 373,909.63 2.47 22,434.58 6.00 39,387.08 0.20% 2,363.22 6.00
Over 3 years 357,193.76 2.22 21,431.63 6.00 464,299.18 2.32% 27,857.95 6.00
Total 15,411,053.78 100.00 924,663.24 6.00 20,054,554.21 100.00% 1,203,273.25 6.00
—Particulars of other accounts receivable on top five units in debt
125
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Closing balance Opening balance
Item
Amount Proportion Amount Proportion
Total of the top five units in debt and
proportion 47,422,014.51 82.87% 14,079,521.97 69.84%
—Main units of other accounts receivable
Relationship with Proportion to
Ranking of units Amount in arrear Ages
the Company accounts
Non-related
No. 1 41,710,000.00 72.88
relationship Within 1 year
Non-related
No. 2 1,810,595.17 3.16
relationship 1 year to 2 years
Non-related
1,568,550.00 2.74
No. 3 relationship 1 year to 2 years
Non-related
1,325,380.25 2.32
No. 4 relationship Within 1 year
Non-related
1,007,489.09 1.76
No. 5 relationship Within 1 year
Total 47,422,014.51 82.87
—Bad debt provisions for closing other receivables with significant single amounts or insignificant but being conducted an
independent impairment test on:
Book Ages Bad debt Withdrawal Reasons
Customer
balance ratio
Fangcheng County Yuli Glass Tube Co., Estimated to be
106,552.50 Over 3 years 106,552.50 100.00
Ltd. unrecoverable
—The period-end balance of other accounts receivable has increased by RMB 37,066,499.57 compared with the period-begin,
a increase of 183.85%, which was mainly because the Company submitted RMB 41,710,000.00 of cash deposit for land
bidding to trading center for tendering and bidding in Gaoming District, Foshan.
—There is no amount due from shareholders who hold 5% or more of voting shares of the Company in the balance of other
receivables.
—Please refer to Note Ⅷ for more details of related parties’ accounts receivable in closing balance of other accounts
receivable.
8. Inventory
Net inventory as at 31 Dec. 2012 stands at RMB 434,541,386.19, which is detailed as follows according to types:
Closing balance Opening balance
Item
Book balance Falling price Book value Book balance Falling price Book value
reserve reserve
Raw materials
83,862,206.49 178,720.29 83,683,486.20 162,792,136.75 - 162,792,136.75
Goods in process 1,956,894.15 391,372.89 1,565,521.26 9,753,974.52 - 9,753,974.52
126
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Finished goods 248,832,503.39 - 248,832,503.39 228,698,848.07 - 228,698,848.07
Self-made half-finished
98,555,279.40 - 98,555,279.40 90,753,861.70 - 90,753,861.70
goods
Low-value fugitive items 2,035,287.92 130,691.98 1,904,595.94 1,614,628.02 - 1,614,628.02
Total
435,242,171.35 700,785.16 434,541,386.19 493,613,449.06 - 493,613,449.06
—Provisions for inventory price falling
Decrease in this period
Item Closing book balance
Written in Writing off
Opening book balance Provision for this period
Raw materials - 178,720.29 - - 178,720.29
Goods in process - 391,372.89 - - 391,372.89
Finished goods - - - - -
Self-made half-finished
- - - - -
goods
Low-value fugitive
- 130,691.98 - - 130,691.98
items
Total - 700,785.16 - - 700,785.16
9. Other current assets
Item Closing balance Beginning balance
Deductible input tax of VAT -
2,935,179.47
Total -
2,935,179.47
10. Financial assets available for sale
Particulars on financial assets available for sale
Item Fair value at period-end Fair value at year-begin
Trading shares of China Everbright
71,817,642.40 67,814,691.84
Bank
Total
71,817,642.40 67,814,691.84
—On 18 Aug. 2010, shares of China Everbright Bank were listed in Shanghai Stock Exchange. The Company holds 23,546,768
shares in total with the fair value reaching RMB71,817,642.40 at the end of the year, an increase of RMB4,002,950.56 compared with
the beginning. The Company made provision for deferred income tax liabilities of RMB 600,442.58 of which the difference of
RMB 3,402,507.98 recorded into capital reserve.
11. Long-term equity investment
127
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Net amount of long-term equity investment as at 31 Dec. 2012 stands at RMB 519,693,431.95, which is detailed as follows
according to types:
Opening amount Closing amount
Increase in this Decrease in
Items Impairment Impairment
Amount period this period Amount
reserve reserve
Investment to
affiliated 41,354,303.71 - - 10,330,609.99 31,023,693.72 -
enterprises
Other investments 414,818,727.04 9,148,904.81 83,999,916.00 1,000,000.00 497,818,643.04 9,148,904.81
Total 456,173,030.75 9,148,904.81 127,673,748.04 8,406,278.37 528,842,336.76 9,148,904.81
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Particulars on category of long-term equity investment are listed as follows:
—Investment to affiliated entities
Voting rights Explanation for Cash
Accounting Investment Opening Closing Shareholding ratio in equity-holding ratio and bonus in
Invested entity increase decrease
method costs balance balance proportion(%) invested voting rights ratio in invested current
entity (%) entity are not in accord period
Qinghai FSL
Lithium Energy In accord -
Exploitation Co., 38,000,000.00 28,710,757.68 3,359,139.69 25,351,617.99 38.00% 38.00%
Ltd. Equity method
Guangdong Fozhao
Guoxuan Power 12,600,000.00 12,643,546.03 6,971,470.30 5,672,075.73 50.00% 50.00% In accord -
Energy Co., Ltd. Equity method
Total
50,600,000.00 41,354,303.71 10,330,609.99 31,023,693.72 -
Total closing liabilities Total operating revenue in
Invested entity Total closing assets amount Closing net assets amount Net profit in 2012
amount 2012
Qinghai FSL Lithium Energy
Exploitation Co., Ltd. 148,388,182.85 81,673,398.67 66,714,784.18 - -8,839,841.28
Guangdong Fozhao Guoxuan Power
Energy Co., Ltd. 34,904,445.74 23,560,294.28 11,344,151.46 26,772,293.25 -13,942,940.59
Total 183,292,628.59 105,233,692.95 78,058,935.64 26,772,293.25 -22,782,781.87
—Other investment
Explanation
Equity-hol for Impairm
Voting equity-holdi
Account ding ratio ent
Initial Opening Increase/decre rights ratio ng ratio and Impairment Cash bonus
Invested entity ing Closing balance in reserve
investment cost balance ase in invested voting rights reserve for this period
method invested for this
entity (%) ratio in
entity (%) period
invested
entity are
129
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
not in
accord
Shenzhen
Liangke Venture Cost
13,718,882.66 13,718,882.66 - 13,718,882.66 18.50% 18.50% In accord
Capital Company method
Limited
Guangzhou
Zhujiang Asset
Cost
Management 10,000,000.00 10,000,000.00 - 10,000,000.00 15.38% 15.38% In accord 3,298,904.81 - 9,025,999.70
method
Company
Limited
Shengzhen
Cost Less Less than
Zhonghao 5,850,000.00 5,850,000.00 - 5,850,000.00 In accord 5,850,000.00 - -
method than5% 5%
(Group) Ltd.
Chengdu Hongbo
Cost
Industrial Co., 6,000,000.00 6,000,000.00 - 6,000,000.00 6.94% 6.94% In accord - - -
method
Ltd.
Cost
Xiamen Bank 208,574,217.00 208,574,217.00 83,999,916.00 292,574,133.00 9.99% 9.99% In accord - - 14,571,414.00
method
Guangdong
Cost Less than Less than
Development 500,000.00 500,000.00 - 500,000.00 In accord - - -
method 5% 5%
Bank Co., Ltd.
Foshan Fochen
Road
Cost
Development 20,757,600.00 10,175,627.38 -1,000,000.00 9,175,627.38 7.66% 7.66% In accord - - -
method
Company
Limited
Hefei Guoxuan
Cost
High-tech Power 160,000,000.00 160,000,000.00 - 160,000,000.00 14.90% 14.90% In accord - - -
method
Energy Co., Ltd.
Total 425,400,699.66 414,818,727.04 82,999,916.00 497,818,643.04 9,148,904.81 - 23,597,413.70
—Revenue from Foshan Fochen Road Development Company Limited has been recorded into unified collection and allocation system of road-bridge tolls. The Company regards such investments
balances as right to earnings, which shall be amortized within the remaining period of business of this company. In current period, an investment cost of RMB 1,000,000.00 was amortized.
—In Jun. 2012, the Company signed the “Equity Transfer Agreement” with Shenzhen Meilu Trade Development Co., Ltd., planning to transfer the 18.50% equity interests of Shenzhen Liangke Venture
Capital Company Limited it held to the latter. Up to 31 Dec. 2012, the Company had received an advance of RMB 5 million for the transfer. And the equity transfer has not been concluded completely.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
12. Fixed Assets and Accumulated Depreciation
Net fixed assets as at 31 Dec. 2012 stands at RMB 539,145,022.38, which is detailed as follows:
Increase in this Decrease in this
Items Opening amount Closing amount
period period
Original value of
fixed assets:
Housing and
building 580,481,571.86 4,367,038.96 35,143,700.85 549,704,909.97
Machinery
equipments 1,137,198,454.92 18,810,301.55 46,380,638.90 1,109,628,117.57
Transportation
equipments 18,384,942.28 1,804,280.04 358,986.00 19,830,236.32
Other equipment 19,814,086.56 1,641,524.11 2,877,302.83 18,578,307.84
Total 1,755,879,055.62 26,623,144.66 84,760,628.58 1,697,741,571.70
Accumulated
depreciation:
Housing and
building 283,741,107.65 27,324,742.18 5,972,746.25 305,093,103.58
Machinery
equipments 805,249,314.05 61,739,682.63 39,310,519.09 827,678,477.59
Transportation
equipments 12,853,704.70 1,510,601.46 278,278.65 14,086,027.51
Other equipment 10,690,501.68 1,781,441.80 2,021,169.87 10,450,773.61
Total 1,112,534,628.08 92,356,468.07 47,582,713.86 1,157,308,382.29
Impairment
provision
Housing and
building - - - -
Machinery
equipments 265,749.92 1,288,167.03 265,749.92 1,288,167.03
Transportation
equipments - - - -
Other equipment - - - -
Total 265,749.92 1,288,167.03 265,749.92 1,288,167.03
Net value
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Housing and
building 296,740,464.21 244,611,806.39
Machinery
equipments 331,683,390.95 280,661,472.95
Transportation
equipments 5,531,237.58 5,744,208.81
Other equipment 9,123,584.88 8,127,534.23
Total 643,078,677.62 539,145,022.38
—Construction in progress with original value of RMB 25,671,564.44 was transferred into fixed assets in the report period.
—Depreciation amount recorded into operating cost, operating expenses and administrative expenses totaled RMB
92,356,468.07 in 2012.
—The building and housing in the fixed assets decreased in the reporting period mainly due to the Company transferred the
equity of Foshan Gaoming Fuwan Landscape Resort Co., Ltd. in the reporting period and no longer included it into the scope
of consolidated financial statements, the assets of hotel decreased correspondingly.
—Up until 31 Dec. 2012, there had existed no fixed assets temporarily idle, rent in by financial leasing or held for sale.
—At the end of the reporting period, the Company withdrew the impairment provision for partial idle machinery equipments at
the balance of its recoverable amount lower than its book value.
13. Construction in Process
Balance of construction in process as at 31 Dec. 2012 stands at RMB 95,684,569.86, which is detailed as follows:
Closing balance Opening balance
Item Impairment Impairment
Book balance Net book value Book balance Net book value
reserve reserve
Construction in
process 97,787,652.94 2,103,083.08 95,684,569.86 88,017,369.74 - 88,017,369.74
Total 97,787,652.94 2,103,083.08 95,684,569.86 88,017,369.74 - 88,017,369.74
—Changes in construction in process:
Amount
transferred into
Name of construction Increase in this fixed assets in
project Opening amount period current period Other decrease Closing amount
Fuwan Lighting Industrial
24,413,496.48 5,490,101.32 29,903,597.80
Park - -
Furnace 18,762,363.62 1,657,462.02 1,546,663.78 6,831,043.03 12,042,118.83
Standard C Workshop 10,565,870.61 198,234.00 - - 10,764,104.61
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Amount
transferred into
Name of construction Increase in this fixed assets in
project Opening amount period current period Other decrease Closing amount
Fuwan production
workshop of lithium - 7,931,663.63 - - 7,931,663.63
battery
Production lines of T8
1,045,345.49 9,214,406.47 3,226,526.01 - 7,033,225.95
and metal-halide lamps
LED second workshop - 1,625,986.42 - - 1,625,986.42
Rebuilding of liya line 4,991,410.74 - 4,728,080.61 - 263,330.13
Production line of lithium
21,769,179.10 2,959,556.46 7,963,471.12 - 16,765,264.44
iron phosphate
Other 6,469,703.70 14,852,607.07 8,206,822.92 1,657,126.72 11,458,361.13
Total 88,017,369.74 43,930,017.39 25,671,564.44 8,488,169.75 97,787,652.94
—None of the items of projects under construction has any interest to be capitalized and exchange gain or loss.
—“Other decrease” of the current period resulted from faulty items.
—Details of construction in process are as follows:
Withdrawal amount Decrease of current
Item Opening balance Closing balance
of current period period
Production line of lithium
iron phosphate - 2,103,083.08 - 2,103,083.08
Total - 2,103,083.08 - 2,103,083.08
—At the end of the reporting period, the Company withdrew the impairment provision for partial projects in construction with
uncertain economic benefits for the Company in the future at the balance of its recoverable amount lower than its book value.
14. Intangible Assets
Type Opening balance Increase in 2012 Decrease in 2012 Closing balance
Original value of intangible
Land use right
255,453,517.63 - 67,719,021.32 187,734,496.31
Patent right
200,000.00 - - 200,000.00
Total
255,653,517.63 - 67,719,021.32 187,934,496.31
Accumulated amortization
Land use right
36,859,357.11 4,887,139.89 4,413,059.47 37,333,437.53
133
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Patent right
156,666.98 20,000.04 - 176,667.02
Total
37,016,024.09 4,907,139.93 4,413,059.47 37,510,104.55
Provision for impairment
of intangible assets
Land use right
Patent right
Total
Net value of intangible
assets
Land use right
218,594,160.52 150,401,058.78
Patent right
43,333.02 23,332.98
Total 218,637,493.54 150,424,391.76
—The land use right in the intangible assets decreased due to the Company transferred the equity of Foshan Gaoming Fuwan
Landscape Resort Co., Ltd. in the reporting period and no longer included it into the scope of consolidated financial statements,
the assets of hotel decreased correspondingly.
—Up to 31 Dec. 2012, the Company has no provision for impairment of intangible assets that need to be withdrawn.
15. Deferred income tax assets/deferred income tax liabilities
—Recognized deferred income tax assets/deferred income tax liabilities
Items Closing amount Opening amount
Deferred income tax assets:
Provision for assets impairment 4,819,079.54 4,664,829.42
Depreciation of fixed assets 9,501,888.63 11,748,793.61
Payroll payable 6,501,646.52 4,998,975.02
Fair value change gains and losses of trading financial assets 148,090.69 135,395.07
Unrecovered loss 2,032,351.34 -
Total 23,003,056.72 21,547,993.12
Deferred income liabilities:
Fair value changes on financial assets available for sale 6,268,824.89 5,668,382.31
Total 6,268,824.89 5,668,382.31
—Items of assets/liabilities leading to temporary difference and relevant amount:
134
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Items Closing balance Opening balance
Deferred income tax assets:
Provision for assets impairment 31,469,905.02 30,989,709.61
Depreciation of fixed assets 63,345,924.23 78,145,883.78
Payroll payable 43,344,310.15 33,326,500.15
Fair value change gains and losses of trading financial assets 987,271.25 902,633.78
Unrecovered loss 8,129,405.37 -
Total 147,276,816.02 143,364,727.32
Deferred income liabilities:
Fair value changes on financial assets available for sale 41,792,165.96 37,789,215.40
Total 41,792,165.96 37,789,215.40
16. Provision for Assets Impairment
Decrease in 2012
Opening Increase in Closing
Items Written-back Written-off Other
balance 2012 balance
amount amount decrease
Provision for bad debts of
42,854.13
accounts receivable 20,265,229.13 2,698,211.33 - 1,600,997.46 21,319,588.87
Provision for bad debts of
8,115.91
other receivables 1,309,825.75 -270,494.10 - - 1,031,215.74
Provision for falling price
of inventory - 700,785.16 - - - 700,785.16
Provision for impairment
of long-term investment 9,148,904.81 - - - - 9,148,904.81
Provision for impairment
of fixed assets 265,749.92 1,288,167.03 - - 265,749.92 1,288,167.03
Provision for impairment
of construction in process - 2,103,083.08 - - - 2,103,083.08
Total 30,989,709.61 6,519,752.50 - 1,600,997.46 316,719.96 35,591,744.69
17. Other non-current assets
Items Closing balance Opening balance
Relevant items about purchasing land
41,755,700.00 -
and identifying land rights
Payment in advance of facilities 786,030.00 -
135
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Total 42,541,730.00 -
18. Payroll payable
Items Closing balance Opening balance
Accounts payable 246,652,513.45 196,871,864.30
—There were no payments aged more than 3 years in the closing balance of accounts payable.
—Among the closing balance, accounts payables from shareholders with more than 5% (including 5%) of the voting shares of
the Company, please refer to Note VII.
19. Advance from customers
Items Closing balance Opening balance
Advance from customers 19,632,316.50 18,464,449.37
—The closing balance of the advance from the customers is all advances on sales. There was no advance from customers aged
more than 3 years.
—Among the closing balance of the advance from the customers, there was no advance from customers due from shareholders
with more than 5% (including 5%) of the voting shares of the Company.
20. Payroll payable
Items Opening balance Increase in 2012 Payment in 2012 Closing balance
Employee welfare 422,989.50 271,426,894.50 271,794,014.00 55,870.00
Labor union fee 53,066,689.68 30,166,364.00 20,202,554.00 63,030,499.68
Social insurance - 12,085,918.00 12,085,918.00 -
Including: Medical
insurance - 1,033,411.98 1,033,411.98 -
Basic endowment
insurance - 43,304,847.56 43,304,847.56 -
Unemployment
insurance - 16,090,166.80 16,090,166.80 -
Injury insurance
premium - 21,884,930.06 21,884,930.06 -
Pregnancy insurance - 1,585,374.24 1,585,374.24 -
Housing fund - 2,633,303.19 2,633,303.19 -
Total - 1,111,073.27 1,111,073.27 -
136
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Items Opening balance Increase in 2012 Payment in 2012 Closing balance
Employee welfare - 1,002,856.85 1,002,856.85 -
Labor union fee 53,489,679.18 359,020,292.89 349,423,602.39 63,086,369.68
—There was no payroll payable in arrears in the Company.
21. Taxes payable
As at 31 Dec. 2012, the Company’s balance of taxes payable is RMB 58,992,047.62, the details as below:
Taxes Closing balance Opening balance
Corporate income tax 37,238,233.41 20,972,034.61
VAT 11,124,036.95 -28,142,151.69
Other 10,629,777.26 5,087,534.40
Total 58,992,047.62 -2,082,582.68
22. Other Payables
Items Closing balance Opening balance
Other payables 37,085,568.58 27,119,424.60
—The closing balance of other payables increased RMB9,966,143.98 compared with the beginning of the year, an increase of
36.75%, which is mainly because the Company received in advance RMB 5 million as part of the transfer fee from the
planning transfer of shares of Shenzhen Liangke Venture Capital Company Limited.
—Among the closing balance, there were no other payables due from shareholders with more than 5% (including 5%) of the
voting shares of the Company.
23. Deferred Income
Items Closing balance Opening balance
Government grants
Including: governments grants related
to benefits - -
Governments grants related to
assets 19,353,441.69 17,677,441.69
Total 19,353,441.69 17,677,441.69
—Details about government grants
137
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Items Closing balance Opening balance Remark
The project of
electronic
energy-saving lamp 9,852,274.95 9,852,274.95 Fa-Gai-Tou-Zi (2008) No. 3174
transformed from
incandescence lamp
Project of lithium iron
4,400,000.00 4,400,000.00 Ning-Kai-Nan-Guang-Cai[2011]No.62
phosphate
Annual production of
2,750t cathode
2,000,000.00 - Qing-Jing-Tou [2011] No.534
materials of lithium
battery
Production line of 50 Government grant for pointed industry investment
million energy-saving 1,084,999.96 1,240,000.00 besides “4 plus 8” key industries for Y2010 of Nanjing
fluorescent lamp Finance Bureau
Research project of key
technology on
industrialization of 1,000,000.00 1,000,000.00 Qing-Ke-Fa-Ji-Zi[2011] No.136
production of 2000 ton
LiFePO4/year
Project of FGD fly ash
removal of furnace 366,166.78 535,166.74 Nan-Fu-Fu[2009]No. 689
system
Production project of
555a/t ferrous sulfate 500,000.00 500,000.00 Ning-Kai-Nan-Guang-Cai[2011]No.12
lithium
Research of production
150,000.00 150,000.00 Ning-Kai-Nan-Guang-Cai[2011]No.56
technology of LiFePO4
Total 19,353,441.69 17,677,441.69
24. Share Capital
Opening amount Increase/decrease in 2011 Closing amount
Shares
Capitaliza
Item Proportion subject to Proportio
tion of
Number trading Other Subtotal Number
% capital n%
moratoriu
reserve
m listed
I. Shares
subject to
trading
moratorium
138
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
1. Shares
held by
3,760,618 0.38 - - -27,025.00 -27,025.00 3,733,593 0.38
domestic
corporation
2 ． Shares
held by
131,815,685 13.47 - - - - 131,815,685 13.47
foreign
corporation
3. Shares
held by
domestic 1,614,137 0.17 - - 29,200.00 29,200.00 1,643,337 0.17
natural
person
4. Shares
held by
foreign - - - - -
natural
person
Total shares
subject to
137,190,440 14.02 - - 2,175.00 2,175.00 137,192,615 14.02
trading
moratorium
II. Shares
not subject
to trading
moratorium
1. RMB
ordinary 616,152,268 62.96 - - -2,175.00 -2,175.00 616,150,093 62.96
shares
2.
Domesticall
y listed 225,221,037 23.02 - - - - 225,221,037 23.02
foreign
shares
Total shares
not subject
841,373,305 85.98 - - -2,175.00 -2,175.00 841,371,130 85.98
to trading
moratorium
III. Total
978,563,745 100.00 - - - - 978,563,745 100.00
shares
25. Capital Reserve
Items Opening amount Increase in 2012 Decrease in 2012 Closing amount
Share premium
582,653,147.29 - - 582,653,147.29
Provision for equity
investment 4,514.43 - - 4,514.43
Other capital reserve
39,535,587.37 3,402,507.98 - 42,938,095.35
Total
622,193,249.09 3,402,507.98 - 625,595,757.07
139
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
—On 18 Aug. 2012, the shares of China Everbright Bank Co., Ltd. were listed in trading center of Shanghai Stock Exchange.
The total amount of shares of Everbright Bank held by the Company is 23,546,768.00 shares. The fair value at the end of the
period reached RMB71,817,642.40, an increase of RMB4,002,950.56 compared with the beginning of the year. According
to relevant regulations, the Company transferred and increased RMB600,442.58of deferred income tax liabilities, after which,
transferred RMB3,402,507.98 of capital reserve.
26. Surplus reserve
Items Opening amount Increase in 2012 Decrease in 2012 Closing amount
Statutory surplus
446,650,721.86 38,957,241.74 - 485,607,963.60
Discretionary surplus
136,886,568.36 - - 136,886,568.36
Total
583,537,290.22 38,957,241.74 - 622,494,531.96
—The Company withdrew statutory at 10% of net profit after tax in current period.
27. Retained profit
Items Amount in 2012 Amount in 2011
Retained profit as at the end of last year before adjustment
606,584,375.02 587,668,581.79
Total opening retained profit adjusted
- -
Opening retained profit after adjustment
606,584,375.02 587,668,581.79
Plus: Net profit attributable to parent company for current
400,466,745.11 291,660,093.73
Less: Appropriation of statutory surplus reserves
38,957,241.74 28,103,364.25
Dividends distributed for ordinary shares
244,640,936.25 244,640,936.25
Closing retained profit
723,452,942.14 606,584,375.02
Of which: Cash dividends to be distributed
303,354,760.95 244,640,936.25
—Concerning the dividends distribution for ordinary shares in the current period, the Company, according to the relevant
resolution made at the 2011 Annual Shareholders’ General Meeting and based on the total shares of 978,563,745 shares as at 31
Dec. 2011, distributed RMB 2.50 (tax included) in cash for every 10 shares to all shareholders with the total distributed cash
standing at RMB 244,640,936.25.
— In accordance with the profit distribution plan for the year 2012 approved by the Board of Directors on 24 Apr. 2013, the
Company intends to distribute a cash dividend of RMB 3.1 (tax included) for every 10 shares to all shareholders based on total
share capital of 978,563,745 as at 31 Dec. 2012, with total cash dividends distributed standing at RMB 303,354,760.95 (tax
included). The said profit distribution plan needs to be examined by the Shareholders’ General Meeting.
28. Operating Income and Operating Cost
— Category of operating income and operating cost is listed as follows:
2012 2011
Items
Revenue Cost Revenue Cost
140
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Main operation 2,176,503,375.04 1,610,406,277.08 2,231,991,152.83 1,606,703,532.85
Others 25,407,356.85 20,023,200.86 28,938,720.72 14,159,018.75
Total 2,201,910,731.89 1,630,429,477.94 2,260,929,873.55 1,620,862,551.60
—Breakdown of main operation income according to industries:
2012 2011
Items
Revenue Cost Revenue Cost
Lighting equipments and
lamps 2,156,602,294.62 1,598,108,805.64 2,207,894,596.38 1,592,782,591.17
Income from hotel 19,901,080.42 12,297,471.44 24,096,556.45 13,920,941.68
Total 2,176,503,375.04 1,610,406,277.08 2,231,991,152.83 1,606,703,532.85
—Breakdown of main operation income from products sales according to regions:
2012 2011
Items
Revenue Cost Revenue Cost
Domestic sales 1,382,027,354.70 996,350,213.97
1,545,865,235.81 1,150,406,736.91
Export sales 825,867,241.68 596,432,377.20
610,737,058.81 447,702,068.73
Total 2,207,894,596.38 1,592,782,591.17
2,156,602,294.62 1,598,108,805.64
—Top five customers in sales income:
Proportion in total operating revenue
Customer Operating revenue
(%)
Customer 1 97,766,982.47 4.44
Customer 2 46,040,839.55 2.09
Customer 3 39,178,281.43 1.78
Customer 4 36,401,195.43 1.65
Customer 5 34,353,626.47 1.56
Total 253,740,925.35 11.52
29. Taxes and Associate Charges
Items 2012 2011 Measurement basis
City maintenance and construction tax 12,465,024.44 14,030,069.75 7% of turnover tax
Educational surtax 8,973,081.55 10,003,095.25 3-5% of turnover tax
Business tax 1,791,328.69 1,773,623.54 5% of taxable income
141
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Others 4,379.86 7,771.56 -
Total 23,233,814.54 25,814,560.10
30. Selling expenses
Category 2012 2011
Transportation expenses 44,342,768.44 41,484,136.42
Service charges on promotion of
energy-saving products 7,823,647.86 12,353,959.70
Payroll 15,433,893.73 12,164,046.06
Business propagandize fee 18,846,712.50 15,837,539.92
Commission 3,519,809.08 3,985,634.90
Travel charge 5,199,349.68 4,198,012.85
Other 14,701,349.86 14,131,387.14
Total 109,867,531.15 104,154,716.99
31. Management expense
Category 2012 2011
Employee payroll 98,170,753.73 77,332,960.52
Depreciation charges 14,357,603.10 14,172,069.84
Tax expense 23,173,565.36 16,739,053.02
Office expenses 5,380,990.74 5,740,769.83
Expenses on amortization of intangible
assets 4,907,139.93 4,963,497.25
Land rent and management fee
4,762,629.60 4,751,099.83
Others 16,350,254.37 26,880,640.59
Total 167,102,936.83 150,580,090.88
32. Financial expense
Category 2012 2011
Interest expense - -
142
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Less: Interest revenue 12,854,988.88 9,113,296.71
Exchange loss 655,904.94 -88,288.32
Others 1,210,141.84 1,706,974.88
Total -10,988,942.10 -7,494,610.15
33. Assets Impairment Losses
Items 2012 2011
Bad debts losses 2,427,717.23 -983,377.41
Impairment losses of inventory 700,785.16 -
Impairment losses of fixed assets 1,288,167.03 -
Impairment losses of construction in
process 2,103,083.08 -
Total 6,519,752.50 -983,377.41
34. Gains and Loss on the changes in fair value
Items
2012 2011
Income from changes in fair value of trading financial
-84,637.47 -889,545.48
assets
35. Investment Income
Items 2012 2011
Income from long-term equity investments calculated by
cost method 22,597,413.70 -1,000,000.00
Long-term equity investment calculated by equity method -10,330,609.99 -7,949,712.62
Investment income obtained through holding trading financial
assets - 34,360.63
Investment income obtained through disposal of available-for-sale
financial assets - 1,123,051.10
Investment income obtained through disposal of trading financial
assets - 14,033.17
Investment income obtained through holding available-for-sale
financial assets 3,131,720.14 2,287,122.25
Investment income obtained through disposal of long-term equity
investment 192,291,073.85 -
143
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Total
207,689,597.70 -5,491,145.47
—Income from long-term equity investments calculated by cost method：
Investor 2012 2011
Xiamen Bank Co., Ltd.
14,571,414.00 -
Guangzhou Zhujiang Asset Management Company Limited
9,025,999.70 -
Foshan Fochen Road Development Company Limited
-1,000,000.00 -1,000,000.00
Total
22,597,413.70 -1,000,000.00
—Long-term equity investment calculated by equity method
Investor 2012 2011
Qinghai FSL Lithium Energy Exploitation Co., Ltd.
-3,359,139.69 -7,993,258.65
Guangdong Fozhao Guoxuan Power Energy Co., Ltd.
-6,971,470.30 43,546.03
Total
-10,330,609.99 -7,949,712.62
—Investment income obtained through disposal of available-for-sale financial assets
Investor 2012 2011
China Everbright Bank
3,131,720.14 2,287,122.25
—Investment income obtained through disposal of long-term equity investment
Investor 2012 2011
Foshan Gaoming Fuwan Landscape Resort Co., Ltd.
192,291,073.85 -
36. Non-operating income
Amount recorded into
Items Occurred amount in 2012 Occurred amount in 2011 current non-operating
income
Total gains from disposal of
290,921.39 7,343.81 290,921.39
non-current assets
Including: Gains from disposal of fixed
7,343.81
assets 290,921.39 290,921.39
Gains from disposal of intangible
-
assets -
Government subsidy 1,633,073.56 1,406,571.96 1,633,073.56
Accounts payable that irrecoverable due
to the creditor 102,246.09 - 102,246.09
144
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Other 1,130,593.80 2,947,893.97 1,130,593.80
Total
3,156,834.84 4,361,809.74 3,156,834.84
—Items of government grants are listed as follows:
Item 2012 2011
Fiscal subsidy for promotion projects of efficient lighting products 537,765.06 -
Rewards for processing trade enterprises - 500,000.00
Special development funds of international market in Guangdong
province 221,000.00 -
Appropriated funds for upgrading and transferring processing trade
into self-owned brand - 200,000.00
Project of FGD fly ash removal of furnace system 168,999.96 168,999.96
Production line of 50 million energy-saving fluorescent lamp 155,000.04 155,000.04
Reward for big tax-payer 100,000.00 100,000.00
Development funds of international market for export enterprises 126,000.00
2011 special funds for energy-saving from province 90,000.00
Other scattered government grants 360,308.50 156,571.96
Total
1,633,073.56 1,406,571.96
37. Non-operating expense
Amount recorded into
Occurred amount in Occurred amount in
Items current non-operating
2012 2011
income
Losses on disposal of fixed assets
9,936,458.71 7,128,432.51 9,936,458.71
Other
4,508,472.89 3,701,976.61 4,508,472.89
Total
14,444,931.60 10,830,409.12 14,444,931.60
38. Income tax expense
Items 2012 2011
Current income tax expense 73,288,228.84 56,958,204.68
145
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Items 2012 2011
Deferred income tax expense -1,455,063.60 914,505.15
Total 71,833,165.24 57,872,709.83
39. Earnings per share
Items 2012 2011
Basic earnings per share 0.41 0.30
Diluted earnings per share 0.41 0.30
—The above earnings per share are calculated in accordance with the Rules for the Compilation of Information Disclosures by
the Companies that Offer Securities to the Public No. 9- Calculation and Disclosure of Net Return of Equity and Earnings per
Share (revised in 2010). Please refer to NoteⅩⅢ for details of the calculation process
40. Other comprehensive income
Items Occurred amount in Occurred amount in
2012 2011
1. Gain/(loss) arising from available-for-sale financial assets 4,002,950.56 -25,430,509.44
Less: Effects of income tax generating from available-for-sale financial
600,442.58 -4,068,295.48
assets
Net amount transferred into profit and loss in the current period that recorded
- 1,691,460.44
into other comprehensive income in previous period
Subtotal
3,402,507.98 -23,053,674.40
2. Other
- 148.96
Less: Effects of income tax generating from other recorded into other
- -
comprehensive income
Net amount transferred into profit and loss in the current period that recorded
- -
into other comprehensive income in previous period
Subtotal - 148.96
Total
3,402,507.98 -23,053,525.44
41. Other Cash Received Relating to Operating Activities
Other cash received relating to operating activities is RMB 25,721,746.18 in 2012, main items are as below:
Items Amount
Deposit interest 12,830,793.18
146
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Accounts current 6,000,000.00
Income from subsidy 3,309,073.56
Income from property and rental of equipment 2,750,353.64
42. Other Cash Paid Relating to Operating Activities
Other cash received relating to operating activities is RMB138,533,541.89 in 2012, main items are as below:
Items Amount
Transport charges 44,342,768.44
Advertising expense 18,846,712.50
Expense for product promotion 7,823,647.86
Office expense 9,200,527.03
Land lease and administration expense 4,762,629.60
Travel expense 5,199,349.68
Commission 3,519,809.08
43. Other Cash Paid Relating to Investment Activities
Other cash received relating to investment activities is RMB 83,465,700.00 in 2012, main items are as below:
Items Amount
Cash paid for purchase of land and identification of land
rights 41,755,700.00
Cash deposit for land bidding 41,710,000.00
44. Supplemental information of cash flow statement
Supplemental information 2012 2011
1. Reconciliation of net profit to net cash flows generated from
operating activities
Net profit 400,229,859.26 297,273,941.38
Add: Provision for impairment of assets 6,519,752.50 -983,377.41
Depreciation of fixed assets 92,356,468.07 106,212,058.02
Amortization of intangible assets 4,907,139.93 4,963,497.25
147
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Supplemental information 2012 2011
Amortization of long-term deferred expense - -
Losses on disposal of property, plant and equipment,
intangible assets and other long-term assets (gains: negative) 385,214.31 6,978,862.41
Losses on retirement of fixed assets 9,513,614.72 142,226.29
Losses from variation of fair value 84,637.47 889,545.48
Financial cost 386,339.63 1,094,406.80
Investment loss (gains: negative) -207,689,597.70 5,491,145.47
Decrease in deferred income tax assets
914,505.15
(“+” means increase) -1,455,063.60
Increase in deferred income tax liabilities
(“-” means decrease)
Decrease in inventory (increase: negative) 57,879,761.90 -128,056,411.03
Decrease in accounts receivable from operating activities
-29,651,576.91
(increase: negative) -86,577,439.76
Increase in payables from operating activities
4,609,620.31
(decrease: negative) 160,856,165.33
Net cash flows generated from operating activities 437,396,852.06 269,878,443.21
2. Net increase in cash and cash equivalents
Closing balance of cash 985,450,890.74 690,691,751.15
Less: opening balance of cash 690,691,751.15 711,853,632.95
Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase in cash and cash equivalents 294,759,139.59 -21,161,881.80
—Information about disposal of subsidiaries in this period
Item 2012 2011
Information about disposal of subsidiaries
1. Price of disposing subsidiaries and other operating entities -
317,050,000.00
148
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
2 ． Cash and cash equivalents obtained from disposal of subsidiaries and
315,073,197.79 -
other operating entities
Less：Cash and cash equivalents held by subsidiaries and other operating
21,421,595.65 -
entities
3 ． Net value of cash obtained from disposal of subsidiaries and other
293,651,602.14 -
operating entities
4．Net profit of disposed subsidiaries -
Current assets -
22,775,083.32
Non-current assets -
102,219,114.54
Current liabilities -
2,212,073.91
Non-current liabilities -
-
—Cash and cash equivalents
Items Closing balance Opening balance
I. Cash
985,450,890.74 690,691,751.15
Including: Cash on hand
4,646.82 102,890.33
Bank deposit on demand
980,371,648.14 688,662,470.16
Other monetary funds on demand
5,074,595.78 1,926,390.66
II. Cash equivalent
-
Including: Bond investment due in three months
-
III. Closing balance of cash and cash equivalents 985,450,890.74 690,691,751.15
VII. Related Parties and Related Party Transaction
Relationship between related parties
—Related parties with controlling relationship with the Company
—Related parties with controlling relationship with the Company are as follows:
Relationship
Registration Organization Legal
Name Main business with the
place code representative
Company
149
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Relationship
Registration Organization Legal
Name Main business with the
place code representative
Company
Foshan Chansheng 64 Fenjiang
Manufacturing electronic ballasts,
Electronic Ballast North Road, electronic transformers and electronic Subsidiary 75207544-3 Zhong Xincai
triggers.
Co., Ltd. Foshan
Foshan Chanchang Cangjiang
Production and operation of lamps,
Electric Appliance Industrial Park, electric light source products and
Subsidiary 77920377-5 Zhong Xincai
(Gaoming) Co., Gaoming accessories, installation and related
engineering and consulting business.
Ltd. District, Foshan
Foshan Taimei Cangjiang Research, development, production
Industrial Park, and sales of lighting, household
Times Lamps and appliances and accessories and other Subsidiary 78203558-1 Zhong Xincai
Gaoming
Lanterns Co., Ltd. District, Foshan lighting products.
Side of the
Hengjiang
Foshan Gaoming Reservoir, Hefu Making arrangement (tourist industry,
catering service, sauna, foot-bathing,
Fuwan Landscape Road, Hecheng Subsidiary 79623406-3 Zhong Xincai
games, retail of beverages, sports on
Resort Co., Ltd. Street, the water, chess)
Gaoming
District, Foshan
Production of energy-saving
Nanjing Fozhao
photoelectric source products, lamps
Lighting Honglan Town, and lanterns, light source equipments,
illumination engineering;
Components Lishui County, Subsidiary 74539880-X Zhong Xincai
technological development of
Manufacturing Co., Nanjing energy-saving and production of
relevant components; sales of
Ltd.
self-production products
Hefu Road E.,
Foshan Lighting Cangjiang R&D and production of electric light
source lamp products and relevant
Lamps and Industrial Park, Subsidiary 68638090-8 Zhong Xincai
electric engineering materials, metal
Lanterns Co., Ltd. Gaoming material and non-metal material
District, Foshan
428, Office
Production and sales of electric light
Building, source equipment and electric light
Foshan Electrical &
Management source products, sales of accessories
Lighting (Xinxiang) of electric light source, electric light Subsidiary 68818685-0 Zhong Xincai
Board, Henan source materials, electric engineering
Co., Ltd.
Xinxiang materials, accessories for motor
vehicles, lamps and components
Industrial Park
Qinghai Fozhao 4th Floor, 26
Chuangye
Lithium Ion Battery Road, Manufacturing and selling lithium ion
Nanchuan battery cathode materials Subsidiary 69854199-1 Zhong Xincai
Cathode Materials
Industrial Park
Co., Ltd. District, Xining
150
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Relationship
Registration Organization Legal
Name Main business with the
place code representative
Company
Financing lease, lease, consultancy
and guarantee of lease; financing lease
Guangdong Fozhao 64 Fenjiang
of new-energy mobile and main Liu
Financial Leasing North Road, Subsidiary 57641298-0
components, lighting and Xingming
Co., Ltd. Foshan
energy-saving products, as well as
some project
Guangdong Fozhao Hecheng Street Production and sales of LED light
New Light Sources (Fuwan), source products, LED lighting
Subsidiary 57643390-9 Zhong Xincai
Technology Co., Gaoming appliance products and installation of
Ltd. District, Foshan lighting
Notes: Foshan Gaoming Fuwan Landscape Resort Co., Ltd. was originally the wholly-owned subsidiary of the Company and
founded in 2006. In Oct. 2012, upon review and approval of its Shareholders’ General Meeting, the Company entrusted Foshan
City Rong Xin Auction Co., Ltd. to auction 100% equity interests of Foshan Gaoming Fuwan Landscape Resort Co., Ltd.. In
Nov. 2012, the alteration of the registered information of Foshan Gaoming Fuwan Landscape Resort Co., Ltd. was finished.
After finishing transferring equities, the Company owned no controlling rights to Fuwan Landscape Resort.
——Registered capital of related parties existing controlling relationship with the Company and its change
Name Opening amount Increase in 2012 Decrease in 2012 Closing amount
Foshan Chansheng Electronic Ballast
Co., Ltd. 1,000,000.00 - - 1,000,000.00
Foshan Chanchang Electric
Appliance (Gaoming) Co., Ltd. 72,782,944.00 - - 72,782,944.00
Foshan Taimei Times Lamps and
Lanterns Co., Ltd. 500,000.00 - - 500,000.00
Foshan Gaoming Fuwan Landscape
Resort Co., Ltd. 4,800,000.00 121,200,000.00 - 126,000,000.00
Nanjing Fozhao Lighting
Components Manufacturing Co., Ltd. 41,683,200.00 - - 41,683,200.00
Foshan Lighting Lamps and Lanterns
Co., Ltd. 5,000,000.00 - - 5,000,000.00
Foshan Electrical & Lighting
(Xinxiang) Co., Ltd. 10,000,000.00 - - 10,000,000.00
Qinghai Fozhao Lithium Ion Battery
Cathode Materials Co., Ltd. 42,000,000.00 - - 42,000,000.00
Guangdong Fozhao Financial
Leasing Co., Ltd. 200,000,000.00 - 200,000,000.00
Guangdong Fozhao New Light
Sources Technology Co., Ltd. 10,000,000.00 - 10,000,000.00
——Shares or equity held by related parties existing controlling relationship with the Company and its change
151
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Proportion Increase in Decrease in Closing Proportion
Name Opening amount
(%) 2011 2011 amount (%)
Foshan Chansheng
Electronic Ballast 750,000.00 75 - - 750,000.00 75
Co., Ltd.
Foshan Chanchang
Electric Appliance
50,948,060.84 70 - - 50,948,060.84 70
(Gaoming) Co.,
Ltd.
Foshan Taimei
Times Lamps and 350,000.00 70 - - 350,000.00 70
Lanterns Co., Ltd.
Foshan Gaoming
Fuwan Landscape 4,800,000.00 100 121,200,000.00 126,000,000.00 - -
Resort Co., Ltd.
Nanjing Fozhao
Lighting
Components 41,683,200.00 100 - - 41,683,200.00 100
Manufacturing Co.,
Ltd.
Foshan Lighting
Lamps and 5,000,000.00 100 - - 5,000,000.00 100
Lanterns Co., Ltd.
Foshan Electrical &
Lighting (Xinxiang) 10,000,000.00 100 - 10,000,000.00 100
Co., Ltd.
Qinghai Fozhao
Lithium Ion Battery
25,500,00.00 51 - 25,500,00.00 51
Cathode Materials
Co., Ltd.
Guangdong Fozhao
Financial Leasing 100 - 100
200,000,000.00 200,000,000.00
Co., Ltd.
Guangdong Fozhao
New Light Sources
10,000,000.00 54.95 - 10,000,000.00 54.95
Technology Co.,
Ltd.
152
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
—Related parties without controlling relationship with the Company
—Joint venture
Voting
rights
Name of Organi
Enterprise Registered Corporate Business Registered Shareholding ration
invested Relation zation
type place representative nature capital ratio in
entity code
investe
d entity
Integrated
Qinghai
developmen
FSL
Company t and
Lithium RMB 100 Joint-stock 699188
of limited Qinghai Zhong Xincai utilization of 38% 38%
Energy million company 00-2
liability salt lake
Exploitation
brine
Co., Ltd.
resource.
R&D,
Guangdong
production
Fozhao
Company and sales of
Guoxuan Joint-stock 577878
of limited Qinghai Li Zhen lithium ion 50 million 50% 50%
Power company 27-2
liability battery and
Energy Co.,
its control
Ltd.
system
—Other related parties
Name of related parties Relationship with the Company
Prosperity (Hangzhou) Lighting and Electrical Co., Ltd. Company controlled by related natural person
Hangzhou Times Lighting and Electrical Co., Ltd. Company controlled by related natural person
Prosperity Electrical (China) Co., Ltd. Company controlled by related natural person
Prosperity Lamps and Components Ltd. Shareholder owning over 5% shares
Prosperity (Xinxiang) Electro-Optical Machinery Co.,
Company controlled by related natural person
Ltd
Prosperity (Xinxiang) Lighting Machinery Co., Ltd. Company controlled by related natural person
OSRAM (China) Lighting Co., Ltd. Company influenced by related natural person
Qinghai Salt Lake Fozhao Lanke Lithium Industry Co.,
Subsidiary of joint venture
Ltd.
Company of which family member of Chairman of the Board
Foshan Hongbang Lighting Appliance Co., Ltd.
has shareholding
Foshan Nanhai Guangming Electric Appliance Co., Ltd. Company controlled by family member of Chairman of the Board
Foshan Feidelun Electric Co., Ltd. Company controlled by family member of Chairman of the Board
153
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Xiamen Jiandawei Optoelectronics Technology Co., Ltd. Company controlled by family member of Chairman of the Board
Foshan Gaoming Ruibeike Electricity-lights Material Company of which family member of Chairman of the Board has
Co., Ltd. indirect shareholding
Company of which family member of Chairman of the Board has
Nanjing Kaixiang Electricity-lights Lighting Co., Ltd.
shareholding
Swanki (Foshan) Electric Corporation Company controlled by family member of Chairman of the Board
Zlamp (Foshan) Enterprise Co., Ltd. Company controlled by family member of Chairman of the Board
Foshan Chancheng Haolin Lighting Appliance
Company controlled by family member of Chairman of the Board
Department
Foshan Gaoming Shijia Lighting Co., Ltd. Company controlled by family member of Chairman of the Board
Zhong Yongliang Family member of Chairman of the Board
Related transaction
—Purchase of raw materials
Content of Pricing method 2012 2011
Name of enterprise related and decision Proportion Proportion
Amount Amount
transaction procedure of in sale of in sale of
Prosperity Lamps
Purchase of
and Components Market price - - 13,939,936.36 0.83%
materials
Ltd.
Prosperity Electrical Purchase of
Market price 1,628,235.52 0.12% 8,903,714.18 0.53%
(China) Co., Ltd. materials
Qinghai Salt Lake
Fozhao Lanke Purchase of
Market price - - 17,094.02 0.00%
Lithium Industry materials
Co., Ltd.
Hangzhou Times
Purchase of
Lighting Appliance Market price 32,478.63 0.00% - 0.00%
materials
Co., Ltd.
Foshan Hongbang
Purchase of
Lighting Appliance Market price 23,717.95 0.00% - 0.00%
materials
Co., Ltd.
Foshan Nanhai
Purchase of
Guangming Electric Market price 3,992,938.50 0.29% 3,474,478.04 0.21%
materials
Appliance Co., Ltd.
Foshan Feidelun Purchase of
Market price 8,932,306.42 0.66% 15,376,292.36 0.92%
Electric Co., Ltd. materials
154
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Xiamen Jiandawei
Optoelectronics Purchase of
Market price 2,072,667.92 0.15% 1,329,736.13 0.08%
Technology Co., materials
Ltd.
Nanjing Kaixiang
Purchase of
Electricity-lights Market price 3,099,033.79 0.23% 5,254,611.23 0.31%
materials
Lighting Co., Ltd.
Swanki (Foshan) Purchase of
Market price 32,188.03 0.00% 18,123.07 0.00%
Electric Corporation materials
Zlamp (Foshan) Purchase of
Market price 185,963.58 0.01% 338,428.79 0.02%
Enterprise Co., Ltd. materials
Total 19,999,530.34 1.47% 48,652,414.18 2.90%
—Sale of products
2012 2011
Pricing method
Proportion
Content of and decision Proportion
in sale of
Name of enterprise related procedure of in sale of
Amount Amount the
transaction related the current
current
transaction period
period
Prosperity Lamps and Sale of
Market price 2.55% 3.13%
Components Ltd. products 56,256,978.74 70,784,499.56
Prosperity
(Hangzhou) Lighting Sale of
Market price 0.23% 0.32%
and Electrical Co., products 4,981,340.14 7,264,800.11
Ltd.
Prosperity Electrical Sale of
Market price 0.07% 0.08%
(China) Co., Ltd. products 1,513,877.09 1,863,671.90
OSRAM (China) Sale of
Market price 0.62% 0.70%
Lighting Co., Ltd. products 13,547,174.42 15,831,431.81
Foshan Hongbang
Sale of
Lighting Appliance Market price 5,049,521.65 0.23% 0.27%
products 6,174,003.99
Co., Ltd.
Foshan Feidelun Sale of
Market price 5,487,986.66 0.25% 0.43%
Electric Co., Ltd. products 9,715,422.35
Nanjing Kaixiang
Sale of
Electricity-lights Market price 1,983,044.01 0.09% 0.20%
products 4,605,082.92
Lighting Co., Ltd.
Swanki (Foshan) Sale of
Market price 1,137,216.50 0.05% 0.04%
Electric Corporation products 827,775.59
Zlamp (Foshan) Sale of
Market price 1,366,176.14 0.06% 0.22%
Enterprise Co., Ltd. products 4,969,348.67
155
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Foshan Chancheng
Sale of
Haolin Lighting Market price 171,422.25 0.01% 0.02%
products 522,947.79
Appliance Department
Foshan Gaoming
Sale of
Shijia Lighting Co., Market price 265,280.68 0.01% -
products -
Ltd.
Total 91,760,018.28 4.17% 122,558,984.69 5.41%
—Sale of materials
Pricing 2012 2011
method and
Content of Proportion Proportion
decision
Name of enterprise related in sale of in sale of the
procedure of Amount Amount
transaction the current current
related
period period
transaction
Prosperity (Hangzhou)
Sale of
Lighting and Electrical Market price 33,688.97 0.23%
materials
Co., Ltd.
Foshan Gaoming
Ruibeike Sale of
Market price 66.70%
Electricity-lights Material materials 16,947,310.94
Co., Ltd.
Total 17,014,688.88 67.16%
—Purchase of fixed assets
Pricing method 2012 2011
Content of and decision Proportion in
Proportion in
Name of enterprise related procedure of purchase of
Amount Amount purchase of the
transaction related the current
current period
transaction period
Prosperity Lamps
Purchase of
and Components Market price 1,765,550.71 6.63 - -
equipment
Ltd.
Prosperity
(Xinxiang) Purchase of
Market price 148,679.49 0.56 - -
Electro-Optical equipment
Machinery Co., Ltd
Prosperity
Purchase of
(Xinxiang) Lighting Market price 32,718.66 0.12 851,750.00 1.16%
equipment
Machinery Co., Ltd.
Total 1,946,948.86 7.31 851,750.00 1.16%
156
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
— Payment of selling commission
The Agreement on Products Sales Commission and Supplementary Agreement were signed between the Company and
Prosperity Lamps and Components Ltd., in which the Company should pay product sales commission to Prosperity Lamps and
Components Ltd. according to a certain percentage (between 3% and 5%) of the actual amount of goods purchased from the
Company. In 2011 and 2012, the Company paid selling commission RMB 3,212,235.44 and RMB 2,888,006.72
respectively.
—Collection of rent and charges for water and electricity
Charges for water and
Name of entity Rent
electricity
Foshan Feidelun Electric Co., Ltd. 226,864.27 221,046.00
Foshan Gaoming Ruibeike Electricity-lights Material Co., Ltd. 436,023.29 126,000.00
Swanki (Foshan) Electric Corporation 16,610.20 22,710.00
Zlamp (Foshan) Enterprise Co., Ltd. - 35,600.00
Guangdong Fo Zhao Guo Xuan Power Battery Co., Ltd. 1,200,056.12 65,158.97
Total 1,879,553.88 470,514.97
—Payment for rents
The Company leased factories with the space of 5,205 square meters and affiliated facilities located in crossing of Xin Fu Cun
Road, Luo Cun Wu Zhuang from Zhong Yongliang. The leasing period is from Sep. 2010 to Aug. 2012. The rents paid to
Zhong Yongliang were respectively RMB 416,400.00 in 2012 and RMB 624,600.00 in 2011.
—Balance of accounts receivable of related parties
Closing amount Opening amount
Related parties Bad debt Bad debt
Book balance Book balance
provision provision
Accounts receivable
Prosperity (Hangzhou) Lighting and 806,749.31 48,404.96 1,201,743.37
72,104.60
Electrical Co., Ltd.
Prosperity Electrical (China) Co., Ltd. 456,177.84 27,370.67 370,715.87 22,242.95
OSRAM (China) Lighting Co., Ltd. 3,488,281.07 209,296.86 3,322,883.17 199,372.99
Prosperity Lamps and Components Ltd. 9,094,765.88 545,685.95 12,222,599.77 733,355.99
Shanghai Liangqi Electric Appliance Co., Ltd. - - 54,084.00 3,245.04
157
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Foshan Hongbang Lighting Appliance Co., - - 225,531.89
3,758,864.77
Ltd.
Foshan Feidelun Electric Co., Ltd. - - 6,321,733.01 379,303.98
Nanjing Kaixiang Electricity-lights Lighting - - 53,950.08
899,168.02
Co., Ltd.
Swanki (Foshan) Electric Corporation - - 314,970.41 18,898.22
Zlamp (Foshan) Enterprise Co., Ltd. - - 4,514,426.58 270,865.59
Other receivables
Guangdong Fozhao Guoxuan Power Energy
10,015.67
Co., Ltd. 342,799.42 20,567.97 166,927.87
—Balance of accounts payable and payment in advance of related parties
Related parties Closing amount Opening amount
Accounts payable
Prosperity Lamps and Components Ltd. - 1,106,025.91
Prosperity Electrical (China) Co., Ltd. - 590,377.66
OSRAM (China) Lighting Co., Ltd. - 52,950.60
Foshan Feidelun Electric Co., Ltd. - 6,201,852.04
Xiamen Jiandawei Optoelectronics Technology Co., Ltd. - 260,171.93
Nanjing Kaixiang Electricity-lights Lighting Co., Ltd. - 299,243.18
Swanki (Foshan) Electric Corporation - 21,204.00
Zlamp (Foshan) Enterprise Co., Ltd. 26,272.39 57,761.71
Foshan Nanhai Guangming Electric Appliance Co., Ltd. 23,686.61 -
Other accounts payable
Zhong Yongliang - 208,200.00
Guangdong Fo Zhao Guo Xuan Power Battery Co., Ltd. 300.00 -
Payment in advance
Prosperity (Xinxiang) Lighting Machinery Co., Ltd. - 166,570.32
Qinghai Salt Lake Fozhao Lanke Lithium Industry Co., Ltd. - 982,905.98
VIII. Notes to the Financial Statements of Parent Company
158
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
1. Accounts Receivable
Net account receivable as at 31 Dec. 2011 stands at RMB 362,956,611.71, which is detailed as follows according to varieties:
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Items
Proportion Proportion Proportion Proportion
Amount Amount Amount Amount
(%) (%) (%) (%)
Accounts
receivable with
- - - - - - - -
significant single
amount
Accounts receivable allotted in combination for bad debt provisions
Combinations of
ordinary 342,362,672.46 89.27 20,541,760.35 6.00 312,386,733.31 91.46 18,743,204.00 6.00
businesses
Combinations of
internal 41,135,699.60 10.73 - - 28,074,155.27 8.22 - -
businesses
Subtotal of
383,498,372.06 100.00 20,541,760.35 5.36 340,460,888.58 99.68 18,743,204.00 5.51
combinations
Accounts
receivable with
insignificant
single amount
- - - - 1,102,004.37 0.32 1,102,004.37 100.00
allotted
individually for
bad debt
provisions
Total 383,498,372.06 100.00 20,541,760.35 5.36 341,562,892.95 100.00 19,845,208.37 5.81
—Aging analysis of balances of accounts receivable allotted for bad debt provisions by balance-percentage method in
combinations:
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Age
Proportion Proportion Proportion Proportion
Amount Amount Amount Amount
(%) (%) (%) (%)
Within 1
year 334,314,599.78 97.66 20,058,875.99 6.00 309,508,041.11 99.08 18,570,482.47 6.00
1-2 years 6,889,843.55 2.01 413,390.61 6.00 1,622,803.91 0.52 97,368.23 6.00
2-3 years 1,109,827.23 0.32 66,589.63 6.00 943,303.01 0.30 56,598.18 6.00
Over 3
48,401.90 0.01 2,904.12 6.00 312,585.28 0.10 18,755.12 6.00
years
159
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Total 342,362,672.46 100.00 20,541,760.35 6.00 312,386,733.31 100.00 18,743,204.00 6.00
—Accounts receivable actually cancelled after verification in the current period
Nature of Amount
Arising from related
Name of entity account cancelled after Reason for cancellation
transactions or not
receivable verification
Guangzhou Yaotong Lighting Appliances Of long aging that estimated
Loan 721,509.44 No
Trading Co., Ltd. irrecoverable
Ningxia Senpu Lighting & Electrical Co., Of long aging that estimated
Loan 205,660.34 No
Ltd. irrecoverable
Jilin Changchun Meijia Shopping Mall Of long aging that estimated
Loan 184,263.00 No
Yongchun Wholesale Haitian Lamps irrecoverable
Of long aging that estimated
Dongda Trading Co., Ltd. (Wang Jian) Loan 142,107.94 No
irrecoverable
Of long aging that estimated
Chongqing Shenghui Lighting Co., Ltd. Loan 95,807.86 No
irrecoverable
Foshan City Gaoming District Langling
Of long aging that estimated
Hardware & Electrical Products Wholesale Loan 36,859.28 No
irrecoverable
Department
Of long aging that estimated
Qingdao Tora Automotive Parts Co., Ltd. Loan 27,463.10 No
irrecoverable
Of long aging that estimated
Jiangxi Wang Baojun Loan 24,870.32 No
irrecoverable
Of long aging that estimated
Shengzhen General Technology Co., Ltd. Loan 13,659.00 No
irrecoverable
Jilin Changchun Haitian Dongda Trading Of long aging that estimated
Loan 4,123.99 No
Co., Ltd. irrecoverable
Of long aging that estimated
Xiangfan Xianxing Trading Co., Ltd. Loan 3,958.32 No
irrecoverable
Of long aging that estimated
Scattered arrears of small amount Loan 526.42 No
irrecoverable
Total 1,460,809.01
—The top five entities owing accounts receivable
Closing amount Opening amount
Item
Amount Proportion Amount Proportion
Total amount and proportion of the top
106,864,279.23 27.86% 112,634,205.30 32.98%
five entities owing arrears
—Main entities owing accounts receivable
Relation with the Proportion in accounts
Rank Arrear amount Age
Company receivable
160
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Non-related
No.1 30,319,268.30 With 1 year
relationship 7.91%
Non-related
No.2 25,124,587.40 With 1 year
relationship 6.55%
Related
No.3 24,318,660.93 With 1 year
relationship 6.34%
Related
No.4 16,815,508.67 With 1 year
relationship 4.38%
Non-related
No.5 10,286,253.93 With 1 year
relationship 2.68%
Total 106,864,279.23 27.86%
2. Other receivables
Net amount of other receivables as at 31 Dec. 2011 stands at RMB 82,043,309.37, which is detailed as follows according to
types:
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Items
Proportion Proportio Proportion Proportio
Amount Amount Amount Amount
(%) n (%) (%) n (%)
Other receivables with
41,710,000.00 50.35 -
significant single
t ll tt d
Other receivables allotted in combination for bad debt provisions
Combinations of ordinary 11,445,824.68 13.82 686,749.49 6.00 18,450,853.59 29.55 1,107,051.22 6
Combinations of internal
29,574,234.18 35.70 - - 43,891,701.56 70.28 - -
businesses
Subtotalof combinations 41,020,058.86 49.52 686,749.49 1.67 62,342,555.15 99.83 1,107,051.22 1.78
Other receivables with
106,552.50 0.13 106,552.50 100.00 106,552.50 0.17 106,552.50 100
insignificant single
Total 82,836,611.36 100.00 793,301.99 0.96 62,449,107.65 100.00 1,213,603.72 1.94
—Aging analysis of balances of other receivables allotted for bad debt provisions by balance-percentage method in
combinations:
Entity Type of accounts Amount in arrear Account age
Trading center for tendering and bidding in Gaoming Cash deposit of land
41,710,000.00
District, Foshan bidding Within one year
161
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
—Within the combination, analysis of accounts receivable that make provision for losses by balance percentage method
Closing balance Opening balance
Book balance Bad debts provision Book balance Bade debts provision
Withdraw Withdra
Account age
Proporti al Proporti wal
Amount Amount Amount Amount
on (%) proportio on (%) proporti
n (%) on (%)
Within 1
year 8,445,314.98 73.79 506,718.90 6.00 17,697,795.27 95.92 1,061,867.73 6.00
1-2 years 2,496,171.43 21.81 149,770.29 6.00 290,357.18 1.57 17,421.43 6.00
2-3 years 170,809.63 1.49 10,248.58 6.00 9,622.08 0.05 577.32 6.00
Over 3 years 333,528.64 2.91 20,011.72 6.00 453,079.06 2.46 27,184.74 6.00
Total 11,445,824.68 100.00 686,749.49 6.00 18,450,853.59 100.00 1,107,051.22 6.00
—Bad debt provisions for closing other receivables with significant single amounts or insignificant but being conducted an
independent impairment test on:
Book Ages Bad debt Withdrawal Reasons
Customer
balance ratio
Fangcheng County Yuli Glass Tube Co., Estimated to be
106,552.50 Over 3 years 106,552.50 100.00%
Ltd. unrecoverable
—Particulars of other accounts receivable on top five units in debt
Closing balance Opening balance
Item
Amount Proportion Amount Proportion
Total of the top five units in debt and
proportion 69,918,577.77 84.40% 51,680,634.83 82.77%
—Main units of other accounts receivable
Relationship with the Proportion to
Ranking of units Amount in arrear Ages
Company accounts
Non-related
No. 1 41,710,000.00 50.35%
relationship Within 1 year
No. 2 Related relationship 18,531,850.07 22.37%
1 year to 2 years
Related relationship 3,447,517.10 4.16%
No. 3 Within 1 year
Related relationship 3,229,210.60 3.90%
No. 4 Within 1 year
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Related relationship 3,000,000.00 3.62%
No. 5 Within 1 year
Total 69,918,577.77 84.40%
3. Long-term equity investment
Net amount of long-term equity investment as at 31 Dec. 2012 stands at RMB880,176,969.18 , which is detailed as follows
according to types:
Opening amount Closing amount
Increase in this Decrease in this
Items
Impairment period period Impairment
Amount Amount
reserve reserve
Investment to
affiliated enterprises 370,477,000.00 - 126,524,240.02 131,324,240.02 365,677,000.00 5,193,462.77
Investment to joint
venture 41,354,303.71 - - 10,330,609.99 31,023,693.72 -
Other investments 414,818,727.04 9,148,904.81 83,999,916.00 1,000,000.00 497,818,643.04 9,148,904.81
Total
826,650,030.75 9,148,904.81 210,524,156.02 142,654,850.01 894,519,336.76 14,342,367.58
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
—Investment to subsidiaries
Explanation
for
equity-holdi
Equity-hol Voting
ng ratio and
ding ratio rights Impairment Cash bonus
Investment Opening Increase/decre voting rights Impairment
Invested entity Closing balance in ratio in reserve for for this
costs balance ase ratio in reserve
invested invested this period period
invested
entity (%) entity (%)
entity are
not in
accord
Foshan Chansheng
Electronic Ballast Co., 750,000.00 750,000.00 - 750,000.00 75.00% 75.00% In accord - - 401,712.22
Ltd.
Foshan Chanchang
Electric Appliance 42,000,000.00 42,000,000.00 - 42,000,000.00 70.00% 70.00% In accord - - -
(Gaoming) Co., Ltd.
Foshan Taimei Times
350,000.00 350,000.00 - 350,000.00 70.00% 70.00% In accord - - -
Lamps and Lanterns Co.
Foshan Gaoming Fuwan
Landscape Resort Co., 4,800,000.00 4,800,000.00 -4,800,000.00 - - - In accord - - -
Ltd.
Prosperity (Nanjing)
Lighting Components 72,000,000.00 72,000,000.00 - 72,000,000.00 100.00% 100.00% In accord - - -
Co., Ltd.
FSL (Xinxiang) Lighting
10,000,000.00 10,000,000.00 - 10,000,000.00 100.00% 100.00% In accord - - -
Co., Ltd.
164
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
FSL Lamps Co., Ltd. 5,077,000.00 5,077,000.00 - 5,077,000.00 100.00% 100.00% In accord - - -
Qinghai FSL Lithium Ion
Battery Cathode
25,500,000.00 25,500,000.00 - 25,500,000.00 51.00% 51.00% In accord 5,193,462.77 5,193,462.77 -
Materials Co., Ltd
Guangdong Fozhao
Financial Leasing Co., 200,000,000.00 200,000,000.00 - 200,000,000.00 100.00% 100.00% In accord - -
Ltd.
Guangdong Fozhao New
Light Sources 10,000,000.00 10,000,000.00 - 10,000,000.00 54.95% 54.95% In accord - - -
Technology Co., Ltd.
Total 370,477,000.00 370,477,000.00 -4,800,000.00 365,677,000.00 5,193,462.77 5,193,462.77 401,712.22
—Investment on joint ventures
Explanation
on
inconformity
Equity-ho Voting
between Impairmen
lding ratio rights Cash
Accountin Initial Opening Increase/decrea Closing equity-holdin Impairment t reserve
Invested entity in ratio in bonus for
g method investment cost balance se balance g ratio and reserve for this
invested invested this period
voting rights period
entity (%) entity (%)
ration in
invested
entity
Qinghai FSL Equity
Lithium Energy 38,000,000.00 28,710,757.68 -3,359,139.69 25,351,617.99 38.00% 38.00% In accord - - -
method
Exploitation Co.,
165
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Ltd.
Guangdong Fozhao
Equity
Guoxuan Power 12,600,000.00 12,643,546.03 -6,971,470.30 5,672,075.73 50.00% 50.00% In accord - - -
method
Energy Co., Ltd.
Total 50,600,000.00 41,354,303.71 -10,330,609.99 31,023,693.72 - - -
—Other investment
Explanation for
Equity-hol equity-holding Impairm
Voting
Account ding ratio ratio and voting ent
Initial Opening Increase/d rights ratio Impairment Cash bonus
Invested entity ing Closing balance in rights ratio in reserve
investment cost balance ecrease in invested reserve for this period
method invested invested entity for this
entity (%)
entity (%) are not in period
accord
Shenzhen
Liangke Venture Cost
13,718,882.66 13,718,882.66 - 13,718,882.66 18.50% 18.50% In accord - - -
Capital Company method
Limited
Guangzhou
Zhujiang Asset
Cost
Management 10,000,000.00 10,000,000.00 - 10,000,000.00 15.38% 15.38% In accord 3,298,904.81 - 9,025,999.70
method
Company
Limited
Shengzhen
Cost Less than Less than
Zhonghao 5,850,000.00 5,850,000.00 - 5,850,000.00 In accord 5,850,000.00 - -
method 5% 5%
(Group) Ltd.
Chengdu Hongbo
Cost
Industrial Co., 6,000,000.00 6,000,000.00 - 6,000,000.00 6.94% 6.94% In accord - - -
method
Ltd.
166
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Cost 83,999,91
Xiamen Bank 208,574,217.00 208,574,217.00 292,574,133.00 9.99% 9.99% In accord - - 14,571,414.00
method 6.00
Guangdong
Development Cost Less than Less than
500,000.00 500,000.00 - 500,000.00 In accord - - -
Bank, Foshan method 5% 5%
Branch
Foshan Fochen
Road
Cost -1,000,00
Development 20,757,600.00 10,175,627.38 9,175,627.38 7.66% 7.66% In accord
method 0.00
Company
Limited
Hefei Guoxuan Cost
High-tech Power 160,000,000.00 160,000,000.00 160,000,000.00 14.90% 14.90% In accord
method -
Energy Co., Ltd.
82,999,91
Total 425,400,699.66 414,818,727.04 497,818,643.04 9,148,904.81 - 23,597,413.70
6.00
167
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
4. Operating Income and Operating Cost
— Category of operating income and operating cost is listed as follows:
2012 2011
Items
Revenue Cost Revenue Cost
Main operation 2,106,072,502.48 1,599,051,580.98 2,176,074,483.70 1,607,095,565.22
Others 110,772,347.54 83,050,467.23 86,146,975.57 69,222,487.95
Total 2,216,844,850.02 1,682,102,048.21 2,262,221,459.27 1,676,318,053.17
—Breakdown of main operation income according to industries:
2012 2011
Items
Revenue Cost Revenue Cost
Lighting equipments and
lamps 2,106,072,502.48 1,599,051,580.98 2,176,074,483.70 1,607,095,565.22
Total 2,106,072,502.48 1,599,051,580.98 2,176,074,483.70 1,607,095,565.22
—Breakdown of main operation income from products sales according to regions:
2012 2011
Items
Revenue Cost Revenue Cost
Domestic sales
1,495,335,443.67 1,151,349,512.25 1,350,207,242.02 1,010,663,188.02
Export sales
610,737,058.81 447,702,068.73 825,867,241.68 596,432,377.20
Total
2,106,072,502.48 1,599,051,580.98 2,176,074,483.70 1,607,095,565.22
—Top five customers in sales income:
Customer Operating revenue Proportion in total operating revenue (%)
Customer 1 97,766,982.47 4.41
Customer 2 46,040,839.55 2.08
Customer 3 39,178,281.43 1.77
Customer 4 37,022,266.52 1.67
Customer 5 34,353,626.47 1.55
Total 254,361,996.44 11.47
5. Investment Income
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Items 2012 2011
Income from long-term equity investments calculated by cost
method 22,999,125.92 6,968,884.83
Income from long-term equity investments calculated by equity
method -10,330,609.99 -7,949,712.62
Investment income obtained through disposaling long-term equity
investments 183,748,957.77 -
Investment income obtained through holding trading financial
assets 3,131,720.14 2,287,122.25
Investment income obtained through disposal of available-for-sale
financial assets - 1,123,051.10
Investment income obtained through disposal of trading financial
assets - 14,033.17
Total
199,549,193.84 2,443,378.73
—Income from long-term equity investments calculated by cost method：
Investor 2012 2011
Xiamen Bank Co., Ltd.
14,571,414.00 -
Guangzhou Zhujiang Asset Management Company Limited
9,025,999.70 -
Foshan Taimei Times Lamps and Lanterns Co.
7,968,946.03
Chanchang Electric Appliance Company
- -61.20
Foshan Chansheng Electronic Ballast Co., Ltd.
401,712.22 -
Foshan Fochen Road Development Company Limited
-1,000,000.00 -1,000,000.00
Total
22,999,125.92 6,968,884.83
—Long-term equity investment calculated by equity method
Investor 2012 2011
Qinghai FSL Lithium Energy Exploitation Co., Ltd.
-3,359,139.69 -7,993,258.65
Guangdong Fozhao Guoxuan Power Energy Co., Ltd.
-6,971,470.30 43,546.03
Total
-10,330,609.99 -7,949,712.62
—Investment income obtained through disposal of long-term equity investment
Investor 2012 2011
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Foshan Gaoming Fuwan Landscape Resort Co., Ltd.
183,748,957.77 -
—Investment income obtained through disposal of available-for-sale financial assets
Investor 2012 2011
China Everbright Bank
3,131,720.14 2,287,122.25
6. Supplemental information of cash flow statement
Supplemental information 2012 2011
1. Reconciliation of net profit to net cash flows generated from
operating activities
Net profit 389,572,417.40 281,033,642.51
Add: Provision for impairment of assets 6,930,522.03 -959,224.76
Depreciation of fixed assets 78,057,631.25 91,656,969.27
Amortization of intangible assets 4,960,309.92 5,482,362.67
Amortization of long-term deferred expense - -
Losses on disposal of property, plant and equipment,
intangible assets and other long-term assets (gains: negative) 284,727.27 6,985,469.65
Losses on retirement of fixed assets 1,335,549.92 98,852.15
Losses from variation of fair value 84,637.47 889,545.48
Financial cost 384,630.20 1,087,040.54
Investment loss (gains: negative) -199,549,193.84 -2,443,378.73
Decrease in deferred income tax assets
662,685.21
(“+” means increase) 936,304.16
Increase in deferred income tax liabilities
-
(“-” means decrease) -
Decrease in inventory (increase: negative) 51,552,395.13 -101,889,451.04
Decrease in accounts receivable from operating activities
-79,186,188.34
(increase: negative) -51,749,949.24
Increase in payables from operating activities
162,280,600.65
(decrease: negative) -10,476,028.64
Net cash flows generated from operating activities 417,370,724.27 220,652,154.02
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Supplemental information 2012 2011
2. Net increase in cash and cash equivalents
Closing balance of cash 699,511,754.78 412,626,723.50
Less: opening balance of cash 412,626,723.50 681,198,634.58
Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase in cash and cash equivalents 286,885,031.28 -268,571,911.08
—Constitution of cash and cash equivalents
Items Closing balance Opening balance
I. Cash
699,511,754.78 412,626,723.50
Including: Cash on hand
3,240.45 5,769.20
Bank deposit on demand
694,433,918.55 410,694,563.64
Other monetary funds on demand
5,074,595.78 1,926,390.66
II. Cash equivalent
- -
Including: Bond investment due in three months - -
III. Closing balance of cash and cash equivalents 699,511,754.78 412,626,723.50
IX. Significant events
Stock incentive fund
The proposal on establishing stock incentive mechanism for middle and senior management staff was approved at
the shareholders’ general meeting 2001 held on 16 May 2002, of which, with annual net return on equity being 6%
as KPI, if only the annual net return on equity could reach to 6%, the stock incentive funds shall be appropriated
based on 5% of net profit, withdrawal percentage of inventive fund will be increased simultaneously with the
growth ratio of net return on equity. Such proposal had started to implement from the fiscal year of 2001. The
stock incentive fund of RMB 30 million was withdrawn for the year then ended.
X. Contingent Events
As at 31 Dec. 2012, the Company has no contingent events that need to be disclosed.
XI. Commitments
Up to 31 Dec. 2012, the Company has no significant events that need to be disclosed.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
XII. Events after Balance Sheet Date
Preplan for profit distribution
In accordance with the preplan on profit distribution for the year 2012 approved by the Board of Directors on 24
Apr. 2013, based on total share capital of 978,563,745 shares as at 31 Dec. 2012, the Company intends to
distribute a cash dividend of RMB3.1(tax included) for every 10 shares to all shareholders, totaling RMB
303,354,760.95 (tax included) in cash. The said preplan on profit distribution shall be implemented under the
approval by the Shareholders’ General Meeting.
XIII. Supplementary Information
1. Extraordinary gains and losses
Item of extraordinary gains and losses are calculated according to related provisions of China Securities Regulatory Commission,
“Interpretation Notice for Information Disclosures by Companies that Offer Securities to the Public No. 1: Extraordinary Gains and
Losses (revised in 2008)”
项 目 2012 2011
Gains on disposal of non-current assets, including reversal of the
impairment loss 182,392,244.82 -7,121,088.70
Government grant recognized in profits and losses of the current
year, except for those government subsidies closely related to the
Company’s business, and received at national statutory standard 1,633,073.56 1,406,571.96
and amount
Gain/loss from change of fair value of transactional assets and
liabilities, and investment gains from disposal of transactional
financial assets and liabilities and available-for-sale financial -84,637.47 281,899.42
assets, other than valid hedging related to the Company’s common
businesses
Included in current profit and loss against the non-financial
enterprises occupation fee funds collected 553,325.09 418,615.75
Reversal of impairment provisions of receivables separately
conducted for impairment test - 7,944.50
Other non-business income and expenditures other than the above -3,022,341.29 -754,082.64
Subtotal 181,471,664.71 -5,760,139.71
Less: Influenced amount of income tax (“-” shows decrease) 21,172,951.60 252,783.86
Influenced amount of minor shareholders’ gains and losses -111,586.72 269,418.95
Net extraordinary gains and losses attributable to common
shareholders of the Company 160,410,299.83 -6,282,342.52
2. Return on Equity and Earnings per Share in the Consolidated Financial Statement
According to the requirements of China Securities Regulatory Commission, “Compilation Rules for Information Disclosures by the
Companies that Offer Securities to the Public No. 9: Calculation and Disclosure of Net Return of Equity and Earnings per Share
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(revised in 2010)”, net return on equity and earnings per share presented in the consolidated financial statement are calculated in the
reporting period:
Return on equity (%) Earnings per share (RMB Yuan)
Item
Weighted average Basic EPS Diluted EPS
Net profit attributable
to the Company’s
14.06 0.41 0.41
common shareholders
Net profit attributable
2012 to the Company’s
common shareholders
after deducting 8.43 0.25 0.25
extraordinary gains and
losses
Net profit attributable
to the Company’s
10.53 0.30 0.30
common shareholders
Net profit attributable
2011 to the Company’s
common shareholders
after deducting 10.76 0.30 0.30
extraordinary gains and
losses
Formulas for computing various indexes are as follows:
(1) Weighted average ROE =P0/（E0＋NP÷2＋Ei×Mi÷M0– Ej×Mj÷M0±Ek×Mk÷M0）
Of which: P0 refers to Net profit attributable to common shareholders of the Company or net profit attributable to
common shareholders of the Company after deducting non-recurring gains and losses; NP refers net profit
attributable to common shareholders of the Company; E0 refers to opening net assets attributable to common
shareholders of the Company; Ei refers to additional net assets attributable to common shareholders of the
Company due to new share issuance or turning debts into shares in the report period; Ej refers to reduced net
assets attributable to common shareholders of the Company due to buy-back business or cash dividends in the
report period; M0 refers to the number of months during the report period; Mi refers to the number of months
from the next month when net assets increased to the end of the report period; Mj refers to the number of months
from the next month when net assets decreased to the end of the report period; Ek refers to change of
increase/decrease of net assets due to other transaction events; Mk refers to the number of months from the next
month when other net assets changed the end of the report period.
(2) Basic EPS =P0÷S
S= S0＋S1＋Si×Mi÷M0– Sj×Mj÷M0-Sk（= total number of shares at the period-begin + the number of shares
increased due to transferring capital reserve into share capital + number of shares increased due to issuance of new
173
2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
shares * the next month for increase of shares/the number of months during the report period）
Of which: P0 refers to net profit attributable to shareholders holding ordinary shares or net profit attributable to
shareholders holding ordinary shares after deducting non-recurring gains and losses; S weighted average number
of ordinary shares issued out; S0 refers to total number of shares at the period-begin; S1 refers to the number of
shares increased due to transferring capital reserve into share capital or dividend distribution of shares during the
report period; Si refers to the number of shares increased due to issuance of new shares or debt for equity swap
during the report period; Sj refers to the number of shares decreased due to stock repurchase during the report
period; Sk refers to the number of split-share during the report period; M0 refers to the number of months during
the report period; Mi refers to the number of months from the next month to the end of the report period for
increase of shares; Mj refers to the number of months from the next month to the end of the report period for
decrease of shares
Denominator of EPS for 2011 and 2012 being: S= 978,563,745shares
(3) Diluted EPS =P1/ （ S0 ＋ S1 ＋ Si×Mi÷M0–Sj×Mj÷M0–Sk+ weighted average amount of ordinary shares
increased due to subscription warrant, stock options, convertible bonds, etc.）
Of which, P1 refers to net profit attributable to shareholders holding ordinary shares or net profit attributable to
shareholders holding ordinary shares after deducting non-recurring gains and losses. The Company considered all
influence of dilutive potential ordinary share against net profit and made adjustment according to the provisions of
Accounting Standard for Business Enterprise. When the Company calculated diluted EPS, it shall consider all
influence of dilutive potential ordinary share against net profit attributable to shareholders holding ordinary shares
or net profit attributable to shareholders holding ordinary shares after deducting non-recurring gains and losses,
till to minimum diluted EPS.
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2012 Annual Report of Foshan Electrical and Lighting Co., Ltd.
XI. Documents Available for Reference
Investors and relevant departments can refer to the following materials in office of secretary to the
Board in office building of the Company:
1. Financial statements signed and sealed by legal representative, principal of accounting work, and
manager of finance department;
2. Original document of audit report stamped by accountant firm, signed and sealed by certificated
accountant;
3. In the reporting period, all originals of the Company’s documents and public notices have been
publicly disclosed in China Securities Journal, Securities Times, and Ta Kung Pao;
4. Original Annual Report 2012 signed by Chairman of the Board.
Board of Directors
Foshan Electrical and Lighting Co., Ltd.
24 April 2013
175
