2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. FOSHAN ELECTRICAL AND LIGHTING CO., LTD. 2013 Semi-annual Report August 2013 1 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. I. Important Reminders, Contents & Explanation The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as ―the Company‖) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. All directors attended the board session for reviewing this report except the following: Name Position Reason for not attending the session in Name of the proxy person Ye zaiyou Director ON business Liu xingming The Company plans not to distribute cash dividends or bonus shares or turn capital reserve into share capital. The financial report for the first half of 2013 has not been audited by a CPAs firm. Pan Jie, company principal, Liu Xingming, chief of the accounting work, and Yin Jianchun, chief of the accounting organ (chief of accounting), hereby confirm that the Financial Report enclosed in this report is factual, accurate and complete. This report is prepared in both Chinese and English. Should there be any 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. 2 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Contents 2013 Semi-annual Report .................................................................................................................. 1 I. Important Reminders, Contents & Explanation ......................................................................... 2 II. Company Profile ........................................................................................................................... 5 III. Accouonting & Business Highlights ........................................................................................... 7 IV. Report of the Board of Directors .............................................................................................. 10 V. Significant Events ........................................................................................................................ 22 VI. Change in Shares & Shareholders ........................................................................................... 34 VII. Directors, Supervisors & Senior Management Staff ............................................................. 39 VIII. Financial Report ..................................................................................................................... 43 IX. Documents Available for Reference ....................................................................................... 162 3 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Explanation Term Refers to Contents CSRC Refers to China Securities Regulation Commission SZSE, the Stock Exchange Refers to Shenzhen Stock Exchange Company, the Company, our company, Refers to Foshan Electrical and Lighting Co., Ltd. FSL Board of Directors of Foshan Electrical and Lighting Co., Board of Directors Refers to Ltd. Shareholders‘ General Meeting of Foshan Electrical and Shareholders‘ General Meeting Refers to Lighting Co., Ltd. Supervisory Committee of Foshan Electrical and Lighting Supervisory Committee Refers to Co., Ltd. Yuan, Thousand Yuan, Ten thousand RMB Yuan, RMB Thousand Yuan, RMB Ten thousand Refers to Yuan, One Hundred Million Yuan Yuan, RMB One Hundred Million Yuan Reporting period, this reporting period Refers to 1 Jan. 2013-30 Jun. 2013 4 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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 佛山照明 the Company (if any) English name of the Company FOSHAN ELECTRICAL AND LIGHTING CO.,LTD (if any) Abbr. of the English name of FSL the Company (if any) Legal representative of the Pan Jie Company II. For Contact Company Secretary Securities Affairs Representative Name Lin Yihui Huang Yufen No. 64, Fenjiang North Road, No. 64, Fenjiang North Road, Chancheng Contact address Chancheng District, Foshan City, District, Foshan City, Guangdong Guangdong Province, P.R.China Province, P.R.China Tel. (0757)82966062 82810239 (0757)82966028 Fax (0757)82816276 (0757)82816276 E-mail fsl-yh@126.com fslhyf@163.com III. Other information 1. Ways to contact the Company Did any change occur to the registered address, office address and their postal codes, website address and email address of the Company during the reporting period? □ Applicable √ Inapplicable The registered address, office address and their postal codes, website address and email address of the Company did not change during the reporting period. The said information can be found in the 2012 Annual Report. 5 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 2. About information disclosure and where this report is placed Did any change occur to information disclosure media and where this report is placed during the reporting period? □ Applicable √ Inapplicable The newspapers designated by the Company for information disclosure, the website designated by CSRC for disclosing this report and the location where this report is placed did not change during the reporting period. The said information can be found in the 2012 Annual Report. 3. Change of the registered information Did any change occur to the registered information during the reporting period? □ Applicable √ Inapplicable The registration date and place of the Company, its business license No., taxation registration No. and organizational code did not change during the reporting period. The said information can be found in the 2012 Annual Report. 4. Other relevant information Did any change occur to other relevant information during the reporting period? □ Applicable √ Inapplicable 6 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. III. Accounting & Business 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 Reporting period Same period of last year YoY +/-(%) Operating revenues (RMB Yuan) 1,208,260,446.06 1,064,337,124.25 13.52% Net profit attributable to shareholders of 153,047,291.37 134,522,943.15 13.77% the Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains and 146,663,823.95 135,668,742.77 8.10% losses (RMB Yuan) Net cash flows from operating activities 11,712,252.61 234,485,514.83 -95.01% (RMB Yuan) Basic EPS (RMB Yuan/share) 0.16 0.14 14.29% Diluted EPS (RMB Yuan/share) 0.16 0.14 14.29% Weighted average ROE (%) 5.63% 4.62% 1.01% As at the end of the As at the end of last year YoY +/-(%) reporting period Total assets (RMB Yuan) 3,516,955,055.58 3,448,274,301.82 1.99% Net assets attributable to shareholders of 2,795,996,703.55 2,950,106,976.17 -5.22% the 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 Reporting period Same period of last year Closing amount Opening amount According to Chinese 153,047,291.37 134,522,943.15 2,795,996,703.55 2,950,106,976.17 accounting standards Items and amounts adjusted according to international accounting standards According to international 153,047,291.37 134,522,943.15 2,795,996,703.55 2,950,106,976.17 7 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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 Reporting period Same period of last year Closing amount Opening amount According to Chinese 153,047,291.37 134,522,943.15 2,795,996,703.55 2,950,106,976.17 accounting standards Items and amounts adjusted according to overseas accounting standards According to overseas 153,047,291.37 134,522,943.15 2,795,996,703.55 2,950,106,976.17 accounting standards 3. Explain reasons for the differences between accounting data under domestic and overseas accounting standards N/A III. Items and amounts of extraordinary gains and losses Unit: RMB Yuan Item Amount Explanation Gains/losses on the disposal of non-current assets (including 13,187,805.39 the offset part of asset impairment provisions) Tax rebates, reductions or exemptions due to approval 0.00 beyond authority or the lack of official approval documents Government grants recognized in the current period, except for those acquired in the ordinary course of business or 302,499.98 granted at certain quotas or amounts according to the country‘s unified standards Capital occupation charges on non-financial enterprises that 654,987.04 recorded into current gains and losses Gains due to that the investment costs for the Company to obtain subsidiaries, associates and joint ventures are lower 0.00 than the enjoyable fair value of the identifiable net assets of the investees when making the investments Gain/loss on non-monetary asset swap 0.00 Gain/loss on entrusting others with investments or asset 0.00 management 8 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Asset impairment provisions due to acts of God such as 0.00 natural disasters Gain/loss on debt restructuring 0.00 Expenses for business reorganization, such as expenses for 0.00 staffing, reorganization etc. Gain/loss on the part over the fair value due to transactions 0.00 with distinctly unfair prices Current gains and losses of subsidies acquired from business combination under the same control as from period-begin to 0.00 combination date Gain/loss on contingent events irrelevant to the Company‘s 0.00 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 assets 1,296,011.09 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 made impairment 0.00 test independently Gain/loss on loans obtained by entrusting others 0.00 Gain/loss on change of the fair value of investing real estate of which the subsequent measurement is carried out adopting 0.00 the fair value method Effect on current gains/losses when a one-off adjustment is made to current gains/losses according to requirements of 0.00 taxation, accounting and other relevant laws and regulations Custody fee income when entrusted with operation 0.00 Other non-operation income and expenses other than the -8,068,874.34 above Other gain/loss items that meet the definition of an 2.84 extraordinary gain/loss Less: Income tax effects 988,964.58 Minority interests effects (after tax) 0.00 Total 6,383,467.42 -- 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 9 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. IV. Report of the Board of Directors I. Overview The reporting period witnessed a complex and changeable international economy. The peak of the European Crisis had passed, but economic recession seemed inevitable and the U.S. economy was also in a slow recovery. China‘s economy was under increasing downward pressure with the economic growth slowing down at a marked pace. Meanwhile, boosted by various stimulus industrial policies of the government, the production capacity of the industry expanded quickly and thus market competition became increasingly fierce. With such an economic environment and industrial background, the Company, according to the policies set at the beginning of the year, worked hard to increase its strength, product quality and operating efficiency by promoting lean manufacturing and optimizing internal management. Meanwhile, it input more efforts in brand and channel development, as well as R&D and market expansion. As a result, the Company achieved a stable growth in its main business. For the reporting period, the Company achieved operating revenues of RMB 1,208,260.4 thousand, up 13.52% over the same period of last year; total profit of RMB192,598.8 thousand, up20.85% over the same period of last year; and net profit attributable to shareholders of the Company of RMB 153,047.3 thousand, representing a year-on-year growth of 13.77%. II. Main business analysis For the reporting period, the Company achieved a sales income of RMB 1,182,317.6 thousand from its main business, up 12.26% over the same period of last year, of which the domestic sales income stood at RMB 854,494.3 thousand, up 17.40% on the year-on-year basis, and the export income stood at RMB 327,823.3 thousand, down 3.92% on the year-on-year basis. The gross profit rate was 23.11%, down 2.01% over the same period of last year. YoY change of major financial data: Unit: RMB Yuan Reporting period Same period of last year YoY +/-% Main reasons for change Operating revenues 1,208,260,446.06 1,064,337,124.25 13.52% Operating costs 925,675,209.12 792,978,460.81 16.73% Selling expenses 44,431,240.08 46,953,881.19 -5.37% Administrative expenses 77,932,401.53 75,564,365.47 3.13% 10 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Financial expenses -3,963,817.89 -7,159,594.18 44.64% Increase of exchange loss R&D input 33,914,703.00 35,236,168.02 -3.75% Profit increased and the 39,614,342.25 Income tax expenses 25,616,659.61 54.64% taxable amount increased accordingly. Net cash flows from Increase of cash paid for 11,712,252.61 234,485,514.83 -95.01% operating activities goods and labor services Increase of cash received Net cash flows from 25,328,242.59 879,254.59 2,780.65% from investment investing activities retraction Cash dividends were distributed in the Net cash flows from -284,036,742.40 -26,780.81 -1,060,498.03% reporting period while financing activities they were not in the same period of last year. The cash dividends for Net increase in cash and -249,046,824.08 235,575,364.17 -205.72% 2012 were distributed in cash equivalents the reporting period. Major changes to the profit structure or sources of the Company during the reporting period: □ Applicable √ Inapplicable No major changes occurred to the profit structure or sources of the Company during the reporting period. Reporting period progress of the future development planning in the disclosed documents of the Company such as share-soliciting prospectuses, offering prospectuses, asset reorganization reports, etc.: □ Applicable √ Inapplicable The Company did not mention any future planning for the reporting period in its disclosed documents such as share-soliciting prospectuses, offering prospectuses, asset reorganization reports, etc. Review the progress of the previously disclosed business plan in the reporting period: In the reporting period, according to its operating plan for 2013, the Company made rational and careful arrangements and planning. The operation as a whole showed a steady development and the operating plan for the first half of the year was excellently fulfilled. In the coming 6 months, the Company will continue to push forward relevant work at a steady pace. 11 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. III. Breakdown of main business Unit: RMB Yuan Increase/decrease Increase/decrease Increase/decrease of operating of operating costs of gross profit Operating Gross profit rate Operating costs revenues over the over the same rate over the same revenues (%) same period of period of last year period of last year last year (%) (%) (%) Classified by industry: Lighting fixtures 1,182,317,613.69 909,136,643.67 23.11% 12.26% 15.27% -2.01% and lamps Classified by product: Lighting fixtures 1,182,317,613.69 909,136,643.67 23.11% 12.26% 15.27% -2.01% and lamps Classified by region: Domestic 854,494,345.56 669,777,009.94 21.62% 17.40% 21.15% -2.42% Overseas 327,823,268.13 239,359,633.72 26.99% 3.92% 4.75% -0.58% IV. Core competitiveness analysis In the reporting period, the Company continued to give play to its leading competitive edges in channel building, scale & cost, brand recognition, technological R&D, etc. Meanwhile, it input more efforts in R&D, protected its intellectual properties such as patents and trademarks, improved the management of intangible assets and proactively brought in professional technical personnel. There was no such a case where the core competitiveness of the Company was severely damaged by core technicians leaving their posts or expiration of important intellectual properties and intangible assets. V. Investment analysis 1. Investments in equities of external parties (1) Investments in external parties Investments in external parties Investment amount in the reporting period Investment amount in the same period of +/-% (RMB Yuan) last year (RMB Yuan) 0.00 0.00 0.00% Particulars about investees 12 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Proportion of the Company‘s investment in Name of investee Main business the investee‘s total equity interests (%) Qinghai Fozhao Lithium Energy Integrated development and utilization of 38% Exploitation Co., Ltd. salt lake brine resource. Guangdong Fozhao Guoxuan Power R&D, production, installation and sales of 50% Battery Co., Ltd. lithium ion 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 Hefei Guoxuan High-tech Power Energy electronic products, equipment and 14.8361% Co., Ltd. systems, and lithium power 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, operation and management of Guangzhou Zhujiang Asset Management self-owned funds; project planning; 15.38% Company Limited investment management consulting service Electronic products, communication devices, household appliances, furniture, speakers, paper, paper products, chemicals for daily use, shoes, hats and garment; Shenzhen Zhonghao (Group) Ltd. Less than 5% domestic commerce, material supply and marketing (excluding goods operated, sold and controlled by special entities); supervision of the self-developed projects 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, Chengdu Hongbo Industrial Co., Ltd. mechanic processing, vehicle repair, 6.94% consulting service, sale of goods (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 13 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. materials; processing and compensation trade Xiamen Bank Banking services 7.99% China Guangfa Bank Co., Ltd. Banking services Less than 5% Foshan Fochen Road Development Building and operation of the Fochen 7.66% Company Limited (Foshan Chencun) Road Investment into hi-tech and innovative businesses, trusteeship management and Shenzhen Liangke Venture Capital operation of venture capital of other 18.5% Company Limited venture capital companies; investment consulting service (excluding restricted fields) (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 67,343,756 1,365,712. or-sale Additional Everbright 23,546,768 0.06% 23,546,768 0.06% al bank .00 .48 54 financial issue Bank assets Long-term Xiamen Commerci 208,574,21 109,714,17 109,714,17 292,574,13 Additional 7.99% 7.99% equity Bank al bank 7.00 6 6 3.00 issue investment China Long-term Commerci Less than Less than Additional Guangfa 500,000.00 229,792 229,792 500,000.00 equity al bank 5% 5% issue Bank investment 239,903,03 133,490,73 133,490,73 360,417,88 1,365,712. Total -- -- -- 3.00 6 6 9.48 54 (3)Securities investments Initial Number Sharehold Number Sharehold Closing Gain/loss investmen of shares ing of shares ing book for Variety of Code of Name of Accounti Source of t cost held at percentag held at percentag value reporting securities securities securities ng title stock (RMB period-be e at period-en e at (RMB period Yuan) gin period-be d period-en Yuan) (RMB 14 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. gin d Yuan) Trading 5,000,000 3,943,027 -69,701.4 Fund financial .00 .30 5 assets Other securities investments 0.00 0 -- 0 -- 0.00 0.00 -- -- held at the period-end 5,000,000 3,943,027 -69,701.4 Total -- -- .00 .30 5 Disclosure date of the board announcement on approval of 25 Nov. 2010 the securities investment Shareholdings in other listed companies: □ Applicable √ Inapplicable 2. Wealth management entrustment, derivative investments and entrustment loans (1)Wealth management entrustment Naught (2)Derivative investments Naught (3)Entrustment loans Unit: RMB Ten thousand Related Loan Interest Use of funds by Borrower party or Guarantor or pawn amount rate the borrower not Short-term Qinghai Fozhao Lithium Energy Exploitation Co., Ltd. Yes 4,332 5.6% Naught working funds Total -- 4,332 -- -- -- According to the ―Proposal on Providing Financial Support for a Joint Stock Company‖ reviewed and approved at the 1 st Special Shareholders‘ General Meeting on 8 Jan. 2013, the entrustment loan would become due after 4 months since the date when the Company, the relevant commercial bank and Qinghai Fozhao Lithium Energy Exploitation Co., Ltd. Extension, overdue loans or lawsuits (if any) (―QFLEE‖ for short) signed the entrustment loan contract, i.e. on 20 May 2013. Due to various reasons, QFLEE failed to repay the loan to the Company in time, but it promised to repay all the loan and interest before 1 Sept. 2013 (for details, see the Announcement No. 2013-020 disclosed on www.cninfo.com.cn on 8 Jun. 2013). 15 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Concerning the overdue loan to QFLEE, the Company has sent multiple reminders and staff to QFLEE to try to collect the loan in time. Up to 26 Aug. 2013, Qinghai Fozhao Lithium Energy Exploitation Co., Ltd. still Countermeasures for extension overdue loans or hadn’t pay off the arrearage. In order to ensure the capital safety and lawsuits (if any) protect its legal rights and interests from harms, the Board of Directors of the Company has agreed to bring an action against Qinghai Fozhao Lithium Energy Exploitation Co., Ltd. Disclosure date of the board announcement approving 18 Dec. 2012 the entrustment loan (if any) Disclosure date of the general meeting announcement 9 Jan. 2013 approving the entrustment loan (if any) 3. Use of raised funds Naught 4. Analysis to main subsidiaries and stock-participating companies Main subsidiaries and stock-participating companies: Unit: RMB Yuan Main Registered Company Company Operating Operating Industry products/ser capital Total assets Net assets Net profit name variety revenues profit vices (0,000) Production and operation of Foshan electronic Chansheng Manufactur ballasts, 14,033,186. 7,330,167.4 20,123,729. 1,447,915.8 1,076,612.8 Electronic Subsidiary RMB 100 e electronic 86 6 25 8 9 Ballast Co., transformer Ltd. s and electronic igniters Producer of lamps, Foshan electric Chanchang lighting Electric Manufactur products 130,067,191 95,487,727. 77,650,098. 9,401,093.8 7,050,820.3 Subsidiary RMB 7,278 Appliances e and related .19 55 53 4 8 (Gaoming) fittings, Co., Ltd. providing relevant installation 16 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. and consulting services R&D, production and sales of Foshan lamps, Taimei household Manufactur 140,813,551 33,243,022. 120,407,762 7,706,880.5 5,773,182.0 Times Subsidiary appliances RMB 50 e .05 99 .34 3 5 Lamps Co., and fittings, Ltd. and other electric lighting products Production of energy-savi ng lighting products, lamps and lighting Nanjing equipments; Fozhao lighting Lighting projects; Manufactur RMB 92,687,556. 72,338,863. 23,650,560. Component Subsidiary energy-savi 215,096.31 357,258.73 e 4168.32 62 07 20 s ng Manufacturi technology ng Co., Ltd. developmen t and production of relevant fittings; sale of self-produce d products R&D and production Foshan of lamps of Lighting Manufactur electric 8,083,568.0 8,083,823.7 Subsidiary RMB 500 0.00 12,492.72 9,203.79 Lamps Co., e light source 0 5 Ltd. and related electrical, metal and 17 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. nonmetal fittings Production and sale of equipments and products of electric light source; and sale of FSL components (Xinxiang) Manufactur 12,606,415. 6,362,871.7 Subsidiary of electric RMB 1000 0.00 -461,278.31 -463,546.31 Lighting e 83 8 light source, Co., Ltd. related materials, electrical materials, automobile components , lamps and fittings Qinghai Producing Fozhao and selling Lithium Ion Manufactur lithium ion 35,428,636. 22,258,493. -7,217,769. -8,528,914. Battery Subsidiary RMB 5000 0.00 e battery 54 73 52 77 Cathode cathode Materials materials Co., Ltd. Financing lease, lease, lease consulting and Guangdong guaranty, Fozhao financing 208,674,922 208,592,537 2,824,123.3 2,118,092.5 Financing Subsidiary Finance lease RMB 20000 0.00 .50 .07 9 4 Lease Co., service for Ltd. new-energy automobiles & main components , energy-savi 18 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. ng lighting products & projects R&D and production of electric light source products, equipment, fittings, electrical materials, automobile components , home appliances, FSL socket Lighting outlets, 15,005,784. 15,001,257. Equipment Subsidiary manufacture power RMB 1500 0.00 1,676.88 1,257.66 88 66 Co., Ltd. switches, fire-protecti on products, ventilation equipment, LED products, etc.; domestic trade, import and export of technology and goods 5. Significant projects invested with non-raised funds Naught VI. Predict the operating results of Jan.-Sept. 2013 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations 19 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. on the reasons: □Applicable √Inapplicable VII. Explanation of the Board of Directors and the Supervisory Committee on the “Non-standard Audit Report” issued by the CPAs firm for the reporting period Inapplicable VIII. Explanation of the Board of Directors on the issues mentioned in the “Non-standard Audit Report” issued by the CPAs firm for last year Inapplicable IX. Implementation of profit allocation during the reporting period Profit allocation plan implemented during the reporting period, especially execution and adjustment of the cash dividend plan and the plan for turning capital reserve into share capital: √ Applicable □ Inapplicable On 28 May 2013, the ―Preplan for Profit Allocation for 2012‖ was reviewed and approved at the 2012 Annual Shareholders‘ General Meeting held by the Company. As the profit allocation plan for 2012, the Company, based on the total 978,563,745 shares as at the end of 2012, distributed a cash dividend of RMB 3.10 (tax included; dividends for B-share holders paid in HKD) for every 10 shares held by its shareholders of A share and B share. On 8 Jun. 2013, the Company disclosed the ―Announcement of the Implementation of Profit Allocation for 2012‖ and determined that A shares‘ date of record was on 18 Jun. 2013, ex-dividend date on 19 Jun. 2013, the last trading date of B shares on 18 Jun. 2013 and the ex-dividend date on 19 Jun. 2013. B shares‘ date of record was on 21 Jun. 2013. At the end of the reporting period, the implementation of profit allocation plan for 2012 was completed. X. Pre-plan for profit allocation and turning capital reserve into share capital for the reporting period During the reporting period, the Company did not distribute cash dividends or bonus shares or turn capital reserve into share capital. 20 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. XI. Particulars about researches, visits and interviews received in this reporting period Main discussion and Place of Way of Time of reception Visitor type Visitor materials provided by reception reception the Company The operation and China Securities 16 Jan. 2013 The Company Field research Institution production of the Co., Ltd. Company 21 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Section V Significant Events I. Corporate governance In the reporting period, in strict accordance with applicable laws, regulations and regulatory documents such as the Company Law, the Securities Law, the Code of Corporate Governance of Listed Companies and the Stock Listing Rules of Shenzhen Stock Exchange, the Company kept improving the corporate governance structure, optimizing the internal management and control system and enhancing the standardized operation. At the same time, according to the Basic Rules for Internal Control of Enterprises and the Mating Guidelines for Internal Control of Enterprises, etc., the Company actively carried out internal control improvement. In addition to the Audit Department, the Company has also set up an internal control leading team to establish and improve the internal control system and effectively implement the system. In the reporting period, the actual situation of the Company‘s governance did not differ from the Company Law and the relevant CSRC requirements. II. Significant litigations and arbitrations □Applicable √Inapplicable The Company was not involved in any significant lawsuit or arbitration during the reporting period. III. The media’s doubts □ Applicable √ Inapplicable There was no such a case in the reporting period where most of the media raised the same doubt about the Company. IV. Bankruptcy and reorganization Inapplicable 22 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. V. Asset transaction 1. Purchase of assets Inapplicable 2. Sale of assets Relation Net Ratio of ship profit Whether the net between contribu or not Whether profit the ted by the or not Transact Influenc contribu transacti the the asset ownersh creditor‘ ion e of the ted to Related- on party from the ip of the s right Transact price sale on the Pricing party and the and Disclos Asset Date of period-b asset liabilitie Disclos ion (RMB the Compan principl transacti Compan ure sold sale egin to involve s ure date party Ten Compan y by the e on or y involved index the date d has have thousan y (note asset not (applica of sale been been d) 3) sale to ble for fully (RMB fully transferr the total related- Ten transferr ed profit party thousan ed (%) transacti d) ons) The sale Name of the of 18.5% announc equity ement: of Announ 18.5% Shenzhe cement equity n on Shenzhe With the of Liangke Complet n Meilu assessm Shenzhe Venture ion of Trade ent n 28 Jun. Capital Inapplic 23 Aug. the Develop 2,220 0 0% result as No Yes Yes Liangke 2012 Co., able 2013 Transfer ment the Venture Ltd. has of Co., pricing Capital no Equity- Ltd. base Co., influenc holdings Ltd. e on the in a business Former continui Shareho ty and lding manage Compan ment y; 23 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. stability Announ of the cement Compan No.: y, and 2013-02 has no 5; direct Disclos impact ure on the website: financia www.cn l info.co position m.cn and operatin g results during the reportin g period. Explanation on the sale of assets: 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. Up to 1 Jul. 2013, the transferee had paid all the equity transfer amount and delay charges to the Company; On 22 Aug. 2013, the transfer of the 18.5% stake that the Company had held in Shenzhen Liangke Venture Capital Company Limited was completed, generating a gain about RMB 8.97 million. 3. Business combination Inapplicable VI. Implementation and influence of any equity incentive plan of the Company Inapplicable 24 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. VII. Significant related-party transactions 1. Related-party transactions arising from routine operation Obtainabl Proportio e market n in the Transacti price for Transacti total Type of Contents on the Related on price amounts the of the Pricing amount Mode of transactio Disclosur Disclosur transactio Relation (RMB of transactio transactio principle (RMB settlement n of the e date e index n party Ten transactio n n Ten same thousand) ns of the thousand) kind(RM same kind B Ten (%) thousand) Person Purchasin acting in g concert Hangzhou products with a Times and legal Purchase Lighting receiving Market Remittanc www.cnin person of 0.65 0.65 0% 0.65 2013.4.26 Electric labor price e fo.com.cn that held material Co., Ltd. service over 5% from the shares of related the party Company Person Purchasin acting in g concert products with a Prosperity and legal Purchase Electrical receiving Market Remittanc www.cnin person of 1,482.70 1,482.70 1.43% 1,482.70 2013.4.26 (China) labor price e fo.com.cn that held material Co., Ltd. service over 5% from the shares of related the party Company Person Purchasin OSRAM acting in g Purchase (China) concert products Market Remittanc www.cnin of 6.24 6.24 0.01% 6.24 2013.4.26 Lighting with a and price e fo.com.cn material Co., Ltd. legal receiving person labor 25 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. that held service over 5% from the shares of related the party Company Purchasin g Legal products Prosperity person and Lamps & that held Purchase receiving Market Remittanc www.cnin Compone over 5% of 212.44 212.44 0.2% 212.44 2013.4.26 labor price e fo.com.cn nts shares of material service Limited the from the Company related party Person Purchasin acting in g Prosperity concert products (Xinxiang with a and ) legal Purchase receiving Market Remittanc www.cnin Electro-O person of 2.97 2.97 0% 2.97 2013.4.26 labor price e fo.com.cn ptical that held material service Machiner over 5% from the y Co., Ltd shares of related the party Company Purchasin A g Siteco company products Prosperity which has and Purchase Lighting a related receiving Market Remittanc Inapplica Inapplica of 135.20 0.13% 135.20 (Langfan individual labor price e ble ble material 135.20 g) Co., sharehold service Ltd. er as its from the director related party Prosperity Person Selling (Hangzho acting in products u) concert and Sales of Market Remittanc www.cnin Lighting with a providing 251.17 251.17 0.15% 251.17 2013.4.26 products price e fo.com.cn and legal labor Electrical person service to Co., Ltd. that held the 26 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. over 5% related shares of party the Company Person acting in Selling concert products with a and Prosperity legal providing Electrical Sales of Market Remittanc www.cnin person labor 50.78 50.78 0.03% 50.78 2013.4.26 (China) products price e fo.com.cn that held service to Co., Ltd. over 5% the shares of related the party Company Person acting in Selling concert products with a and OSRAM legal providing (China) Sales of Market Remittanc www.cnin person labor 557.75 557.75 0.34% 557.75 2013.4.26 Lighting products price e fo.com.cn that held service to Co., Ltd. over 5% the shares of related the party Company Selling Legal products Prosperity person and Lamps & that held providing Sales of Market Remittanc www.cnin Compone over 5% labor 2,329.87 2,329.87 1.44% 2,329.87 2013.4.26 products price e fo.com.cn nts shares of service to Limited the the Company related party Person Selling acting in products Osram concert and Asia with a providing Sales of Market Remittanc Inapplica Inapplica 1.30 1.30 0.00% 1.30 Pacific legal labor products price e ble ble Ltd. person service to that held the over 5% related 27 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. shares of party the Company Purchasin g Sharehold products Prosperity er who and Purchase Lamps & held over receiving of Market Remittanc www.cnin Compone 5% 134.04 134.04 3.44% 134.04 2013.4.26 labor equipmen price e fo.com.cn nts shares of service t Limited the from the Company related party Person Purchasin acting in g concert Prosperity products with a (Xinxiang and Purchase legal ) Lighting receiving of Market Remittanc www.cnin person 72.06 72.06 1.85% 72.06 2013.4.26 Machiner labor equipmen price e fo.com.cn that held y Co., service t over 5% Ltd. from the shares of related the party Company Selling Guangdo products ng and Fozhao Associate providing Collectio Market Remittanc Inapplica Inapplica Guoxuan d labor 22.21 22.21 2.85% 22.21 n of rent price e ble ble Power enterprise service to Energy the Co., Ltd. related party Selling Guangdo products ng and Collectio Fozhao Associate providing n of water Market Remittanc Inapplica Inapplica Guoxuan d labor & 4.27 4.27 0.99% 4.27 price e ble ble Power enterprise service to electricity Energy the fee Co., Ltd. related parties Total -- -- 5,263.65 -- -- -- -- -- 28 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Details of large-amount sales returns Naught On 28 May 2013, the Company convened the 2012 Annual Shareholders‘ General Where the total amount of routine Meeting, at which the ―Proposal on the Routine Related-party Transactions for 2013‖ related-party transactions to occur in the was reviewed and approved. It was estimated that the amount of routine transactions reporting period had been predicted by with related parties in 2013 would stand at RMB 135.60 million. In the reporting type, give the actual execution in the period, the actual amount of purchase from related parties was RMB 20,463 reporting period (if any) thousand and that of sale to related parties was RMB 31,908.7 thousand. Explanation on significant difference between the transaction price and the Inapplicable market price (if any). 2. Related-party transactions arising from acquisition and sale of assets Inapplicable 3. Significant related-party transactions arising from joint investment in external parties Inapplicable 4. Credits and liabilities with related parties Was there any credit or liability with any related party for non-operating purpose? □ Yes √ No 5. Other significant related-party transactions On 8 Jan. 2013, the Company held the First Special Shareholders‘ General Meeting in 2013, at which the ―Proposal on Providing Financial Support for a Stock-participating Company‖ was reviewed and approved. The Company provided the related enterprise Qinghai Fozhao Lithium Energy Exploitation Co., Ltd. with a financial support of RMB 43.32 million. Index for the interim reports on significant related-party transactions disclosed on the relevant website Title of the interim announcement Disclosure date Disclosure website Announcement on Resolutions Made at the First Special Shareholders‘ General 9 Jan 2013 www.cninfo.com.cn Meeting for 2013 29 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. VIII. Significant contracts and their fulfillment 1. Trusteeship, contracting and leasing During the reporting period, the Company did not have any trust, contracting or leasing event. 2. Guarantees provided by the Company During the reporting period, the Company and its controlled subsidiaries did not provide any guarantee for any external party. 3. Other significant contracts During the reporting period, there was no other significant contract. 4. Other significant transactions Naught IX. 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 There were no 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. X. Engagement and disengagement of the CPAs firm Has the semi-annual financial report been audited? □ Yes √ No XI. Punishment and rectification Type of Name of the Type of the punishment or Disclosure Reason Conclusion (if any) Disclosure index punished punished investigation date Foshan Electrical Illegal Administrative On 6 Mar. 2013, Announcement and Lighting Co., Company information punishment by Guangdong CSRC issued 7 Mar. 2013 title: Ltd. disclosure Guangdong CSRC the ―Administrative Announcement 30 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Punishment Decision‖, on Receiving the ordering the Company to Administrative make rectification, giving Punishment a warning and imposing a Decision by fine of RMB 0.4 million. Guangdong CSRC; Announcement No.: 2013-004 Disclosure website: www.cninfo.com. cn On 6 Mar. 2013, Guangdong CSRC issued Announcement the ―Administrative title: Punishment Decision‖, Announcement Zhong Xincai, giving a warning to and on Receiving the Zou Jianping, imposing a fine of RMB Administrative Zhao Yong, Liu Responsible 150,000 on Zhong Xincai; Punishment Administrative Xingming, Xie Senior for illegal giving a warning to and a Decision by punishment by Qing, Wei Bin management information fine of RMB 100,000 on 7 Mar. 2013 Guangdong Guangdong CSRC ( Zhong Xincai, staff disclosure Zou Jianping; giving a CSRC; Zou Jianping and warning to and a fine of Announcement Zhao Yong had RMB 30,000 on Zhao No.: 2013-004 left their posts) Yong; giving a warning to Disclosure and a fine of RMB 30,000 website: on Liu Xingming; and www.cninfo.com. giving a warning to Xie cn Qing and Wei Bin. Notes to rectification √Applicable □ Inapplicable On 4 Jul. 2012, the Company received the Written Decision of Guangdong CSRC on Administrative Regulatory Measures (2012) No. 9— Decision on Ordering Foshan Electrical and Lighting Co., Ltd. to Adopt Rectification Measures. The Company later disclosed relevant announcements on 13 Jul. 2012 and 2 Aug. 2012 respectively. Meanwhile, it engaged the Shenzhen Branch of Albright Law Offices (hereinafter referred to as ―Albright 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 31 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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. After receiving the Administrative Punishment Decision from Guangdong CSRC on 6 Mar. 2013, The Company paid special attention to preventing such events from happening again. It learned lessons from the case and adopted the measures as follows: 1. 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 obtain detailed information of the related parties of the Company and update it in time, and further ensure the authenticity, accuracy and completeness of the information of related parties. 2. It conducted special training on current directors, supervisors and senior management staff of the Company, so as to make them systematically know the contents of securities laws, rules and standardized documents, and get familiar with the basic knowledge of the securities market, as well as strengthen the awareness of standardized operation. 3. It standardized corporate governance, improved the decision-making procedures, strictly enforced relevant laws, regulations and regulatory documents and strengthened organization and management over the information disclosure work so as to prevent these events from happening again. 4. It reinforced improvement of internal control rules, especially financial management, on its controlled subsidiaries and important shareholding companies, and established a more effective control mechanism for them. XII. Explanation on other significant events The Company convened the 3rd Session of the 6th Board of Directors on 13 Jul. 2010, at which the ―Investment Proposal on the Formal Acquisition of 20% Equity Interests of Hefei Guoxuan Hi-tech Power Energy Co., Ltd. Held by Hefei Guoxuan Marketing Planning Co., Ltd. was reviewed and approved. On 15 Jul. 2010, the Company disclosed the ―Investment Announcement on the Formal Acquisition of 20% Equity Interests of Hefei Guoxuan Hi-tech Power Energy Co., Ltd. Held by Hefei Guoxuan Marketing Planning Co., Ltd.‖ and the ―Progress Announcement on the Intention of Accepting Equity Interests of Hefei Guoxuan Hi-tech Power Energy Co., Ltd.‖ According to the ―Equity Transfer Agreement‖ signed between the transferor and the transferee, if Hefei Guoxuan Hi-tech Power Energy Co., Ltd. (hereinafter referred to as ―Hefei Guoxuan‖) fails to achieve the predicted annual average profit of RMB 100 million for the three consecutive years ended 30 Jun. 2013, the transferor shall refund the corresponding equity transfer amount with the interest (at the loan interest rate prescribed by the People‘s Bank of China at the time) to the Company according 32 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. to the decrease ratio of the actually achieved annual average profit of Hefei Guoxuan in the three years to the predicted annual average profit. And the shareholding percentages of both parties shall remain the same. The profit evaluation period for Hefei Guoxuan is from 1 Jul. 2010 to 30 Jun. 2013 and the average annual profit for the three years shall be RMB 100 million (for details, please refer to the Announcement No. 2010-023 disclosed on www.cninfo.com.cn dated 15 Jul. 2010). At present, Huapu Tianjian Certified Public Accountants is carrying out an audit on Hefei Guoxuan. After the audit, the Company will, according to the audit report, decide whether the target of an annual average profit of RMB 100 million for the three years from 1 Jul. 2010 to 30 Jun. 2013 is fulfilled or not and disclose the information in time. 33 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. VI. Change in Shares & Shareholders I. Change in shares Before the change Increase/decrease (+, -) After the change Capitalizat Issuance ion of Proportion Bonus Proportio Amount of new public Others Subtotal Amount (%) shares n (%) shares reserve fund 137,192,6 136,215,4 14.02% -977,140 -977,140 13.92% I. Restricted shares 15 75 3. Shares held by other 4,286,189 0.44% -1,228,271 -1,228,271 3,057,918 0.31% domestic investors Among which: shares held 3,733,593 0.38% -675,675 -675,675 3,057,918 0.31% by domestic corporations Shares held by domestic 552,596 0.05% -552,596 -552,596 0 0% natural persons 4. Shares held by foreign 131,815,6 131,815,6 13.47% 13.47% investors 85 85 Among which: Shares held 131,815,6 131,815,6 13.47% 13.47% by foreign corporations 85 85 5. Share held by senior 1,090,741 0.11% 251,131 251,131 1,341,872 0.14% management staff 841,371,1 842,348,2 85.98% 977,140 977,140 86.08% II. Non-restricted shares 30 70 1. Renminbi ordinary 616,150,0 617,127,2 62.96% 977,140 977,140 63.06% shares 93 33 2. Domestically listed 225,221,0 225,221,0 23.02% 23.02% foreign shares 37 37 978,563,7 978,563,7 III. Total shares 100% 100% 45 45 Reason for the change in shares: √ Applicable □ Inapplicable (1)The previously restricted 1,228,271 shares (including 675,675 shares held by domestic corporations and 552,596 shares held by domestic natural persons) became non-restricted on 8 Mar. 34 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 2013. (2)Because of re-election of the Board of Directors and the Supervisory Committee, the former board chairman Zhong Xincai, the former supervisor Yang Xudong and the former financial manager Wang Shuqiong stepped down from their posts. As a result, the non-restricted shares held by the said three persons became restricted in the statutory period. (3)Due to his position as a supervisor, 75% of the shares held by Zhang Xuequan were locked up as required. (4)Due to (2) and (3) above, the restricted shares held by senior management staff increased by 259,831 shares. (5)Because it had been over 6 months since the resignation of the former vice GM Zhao Yong, his previously restricted 8,700 shares all became non-restricted. (6)Thus, 251,131 restricted shares increased to the shares held by senior management staff in the reporting period. Approval of the change in shares √Applicable □Inapplicable Upon the review and approval of Shenzhen Stock Exchange and the Shenzhen branch of China Securities Depository and Clearing Co., Ltd., the previously restricted 1,228,271 shares became tradable on 8 Mar. 2013 (for details, see the ―Suggestive Announcement No. 2013-003 on Unlocking Restricted Shares‖ disclosed on www.cninfo.com.cn dated 6 Mar. 2013). Transfer of share ownership □ Applicable √ Inapplicable Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable to common shareholders of the Company and other financial indexes over the last year and last period □ Applicable √ Inapplicable Other contents that the Company considered necessary or were required by the securities regulatory authorities to disclose □ Applicable √ Inapplicable Change of the total shares, shareholder structure, asset structure and liability structure □ Applicable √ Inapplicable 35 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. II. Total number of shareholders and their shareholdings Unit: share Total number of shareholders at the 149,214 end of the reporting period Particulars about shares held by shareholders with a shareholding percentage over 5% Increase/de Pledged or frozen shares Number of Shareholdin Total shares crease Number of Name of Nature of non-restricte g percentage held at the during the restricted Status of Number of shareholder shareholder d shares (%) period-end reporting shares held shares shares held period OSRAM Holding Foreign Company 13.47% 131,815,685 0 131,815,685 0 corporation Limited Prosperity Lamps Foreign & Components 10.5% 102,751,648 0 0 102,751,648 corporation Limited DBS VICKERS (HONK KONG) Foreign 1.61% 15,721,395 1,162,901 0 15,721,395 LTD A/C corporation CLIENTS EAST ASIA SECURITIES Foreign 0.97% 9,527,080 0 0 9,527,080 COMPANY corporation LIMITED Taifook Securities Foreign Company 0.97% 9,495,511 -1,010,701 0 9,495,511 corporation Limited-Account Client Zhuang Jianyi Foreign natural 0.85% 8,324,132 0 0 8,324,132 person Guangzhou Domestic Prosperity Lamps non-state-owne 0.57% 5,586,815 0 0 5,586,815 & Components d corporation Trade Co., Ltd. Domestic Zhang Yuan 0.5% 4,900,000 -4,700,001 0 4,900,000 natural person BBH A/C Foreign 0.47% 4,592,770 0 4,592,770 VANGUARD corporation 36 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. EMERGING MARKETS STOCK INDEX FUND Qiu Shijie Domestic 0.4% 3,880,000 0 3,880,000 natural person Strategic investor or general corporation becoming a top ten Naught shareholder due to placing of new shares (if any) (see Note 3) Among the top ten shareholders of the Company, Prosperity Lamps & Components Limited and Explanation on associated Zhuang Jianyi were related parties and acting-in-concert parties. Apart from that, it‘s unknown relationship or/and persons acting whether there was any associated relationship among other shareholders of the top ten in concert among the shareholders, or whether there is any action-in-concert among them regarding to Administrative above-mentioned shareholders Measures on Acquisition of Listed Companies. Particulars about shareholdings of the top ten shareholders holding non-restricted shares Number of non-restricted shares held at the Type of shares Name of shareholder period-end Type Number Prosperity Lamps & Components 102,751,648 RMB ordinary share 102,751,648 Limited DBS VICKERS (HONK KONG) Domestically listed 15,721,395 15,721,395 LTD A/C CLIENTS foreign shares EAST ASIA SECURITIES Domestically listed 9,527,080 9,527,080 COMPANY LIMITED foreign shares Taifook Securities Company Domestically listed 9,495,511 9,495,511 Limited-Account Client foreign shares Zhuang JianYi Domestically listed 8,324,132 8,324,132 foreign shares Guangzhou Prosperity Lamps & 5,586,815 RMB ordinary share 5,586,815 Components Trade Co., Ltd. Zhang Yuan 4,900,000 RMB ordinary share 4,900,000 BBH A/C VANGUARD Domestically listed EMERGING MARKETS STOCK 4,592,770 4,592,770 foreign shares INDEX FUND Qiu Shijie 3,880,000 RMB ordinary share 3,880,000 Hou Chunhu Domestically listed 3,813,717 3,813,717 foreign shares Explanation on associated Among the top ten shareholders of the Company, Prosperity Lamps & Components Limited 37 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. relationship or/and persons acting in and Zhuang Jianyi were related parties and acting-in-concert parties. Apart from that, it‘s concert among the top ten tradable unknown whether there was any associated relationship among other shareholders of the top shareholders and between the top ten ten shareholders, or whether there is any action-in-concert among them regarding to tradable shareholders and the top ten Administrative Measures on Acquisition of Listed Companies. shareholders Explanation on shareholders participating in the margin trading Naught business (if any) (see Note 4) Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No III. Change of the controlling shareholder or the actual controller Change of the controlling shareholder in the reporting period □ Applicable √ Inapplicable Change of the actual controller in the reporting period □ Applicable √ Inapplicable 38 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. VII. Directors, Supervisors & Senior Management Staff I. Shareholding changes of directors, supervisors and senior management staff √Applicable □Inapplicable Restricted Shareholdin Shareholdin Restricted shares Restricted Shareholdin g increase g decrease Shareholdin shares held granted shares held Current/for g at the during this during this g at the at the Name Position during this at the mer period-begi reporting reporting period-end period- reporting period- end n (share) period period (share) begin period (share) (share) (share) (share) (share) Chairman Pan Jie Current 0 0 0 0 0 0 0 of the Board Vice Liu Chairman Current 351,280 0 0 351,280 0 0 0 Xingming and General Manager Wu Director Current 0 0 0 0 0 0 0 Shengbo Werner Jrgen Director Current 0 0 0 0 0 0 0 Dietrich Hoffmann Yang Jianhu Director Current 0 0 0 0 0 0 0 Ye Zaiyou Director Current 0 0 0 0 0 0 0 Liu Independent Current 0 0 0 0 0 0 0 Zhenping Director Dou Independent Current 0 0 0 0 0 0 0 Linping Director Xue Independent Current 0 0 0 0 0 0 0 Yizhong Director Chairman Jiao of the Current 22,880 0 0 22,880 0 0 0 Zhigang Supervisory Committee Ye Supervisor Current 20,560 0 0 20,560 0 0 0 Zhenghong 39 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Zhang Supervisor Current 6,400 0 0 6,400 0 0 0 Xuequan Zhuang Supervisor Current 0 0 0 0 0 0 0 Rujia Zhang Supervisor Current 0 0 0 0 0 0 0 Yingqi Company Lin Yihui Current 0 0 0 0 0 0 0 Secretary Xie Qing Vice GM Current 12,950 0 0 12,950 0 0 0 Wei Bin Vice GM Current 15,684 0 0 15,684 0 0 Yin CFO Current 0 0 0 0 0 0 0 Jianchun Zhong Chairman Former 876,206 0 0 876,206 Xincai of the Board Michel Jean-paul Director Former 0 0 0 0 0 0 0 Henri Yang Supervisor Former 3,900 0 0 3,900 Xudong Wang Financial Former 140,013 0 0 140,013 0 0 0 Shuqiong Manager Zhou Company Former 0 0 0 0 0 0 0 Xiangfeng Secretary Total 1,449,873 0 0 1,449,873 0 0 0 II. Appointment, resignation and dismissal of directors, supervisors and senior management staff of the Company Name Position Type Date Reason Chairman of the Elected as the Chairman for the 7th Board of Directors on Pan Jie Elected 28 May 2013 Board re-election of the board Elected as the Vice Chairman for the 7th Board of Vice Chairman Liu Xingming Elected 28 May 2013 Directors on re-election of the board and appointed as the and GM GM at the same time Elected as a director for the 7th Board of Directors on Wu Shengbo Director Elected 28 May 2013 re-election of the board Werner Jrgen Elected as a director for the 7th Board of Directors on Director Elected 28 May 2013 Dietrich re-election of the board 40 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Hoffmann Elected as a director for the 7th Board of Directors on Yang Jianhu Director Elected 28 May 2013 re-election of the board Elected as a director for the 7th Board of Directors on Ye Zaiyou Director Elected 28 May 2013 re-election of the board Independent Elected as an independent director for the 7th Board of Liu Zhenping Elected 28 May 2013 director Directors on re-election of the board Independent Elected as an independent director for the 7th Board of Dou Linping Elected 28 May 2013 director Directors on re-election of the board Independent Elected as an independent director for the 7th Board of Xue Yizhong Elected 28 May 2013 director Directors on re-election of the board Chairman of the Elected as the Chairman for the 7th Supervisory Jiao Zhigang Supervisory Elected 28 May 2013 Committee on re-election of the committee Committee Elected as a supervisor for the 7th Supervisory Committee Ye Zhenghong Supervisor Elected 21 May 2013 on re-election of the committee Elected as a supervisor for the 7th Supervisory Committee Zhang Xuequan Supervisor Elected 21 May 2013 on re-election of the committee Elected as a supervisor for the 7th Supervisory Committee Zhuang Rujia Supervisor Elected 28 May 2013 on re-election of the committee Elected as a supervisor for the 7th Supervisory Committee Zhang Yingqi Supervisor Elected 28 May 2013 on re-election of the committee Company Appointed as the Company Secretary after the re-election Lin Yihui Employment 28 May 2013 secretary of the Board of Directors Appointed as a vice GM after the re-election of the Board Xie Qing Vice GM Employment 28 May 2013 of Directors Appointed as a vice GM after the re-election of the Board Wei Bin Vice GM Employment 28 May 2013 of Directors Appointed as the CFO after the re-election of the Board Yin Jianchun CFO Employment 28 May 2013 of Directors Departure Chairman of the upon Left the post as his office term in the Board of Directors Zhong Xincai 28 May 2013 Board expiration of expired the office term Departure Michel Jean-paul upon Left the post as his office term in the Board of Directors Henri ( Mr. Ming Director 28 May 2013 expiration of expired Pengbo) the office term Yang Xudong Supervisor Departure 21 May 2013 Left the post as his office term in the Supervisory 41 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. upon Committee expired expiration of the office term Departure Financial upon Wang Shuqiong 28 May 2013 Left the post as her office term expired manager expiration of the office term Departure Vice GM and upon Zhou Xiangfeng Company 28 May 2013 Left the post as his office term expired expiration of secretary the office term 42 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. VIII. Financial Report I. Audit report Has this semi-annual report been audited? □ Yes √ No The semi-annual financial report has not been audited. II. Financial statements Currency unit for the statements in the notes to these financial statements: 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 736,404,066.66 985,450,890.74 Settlement reserves Intra-group lendings Transactional financial assets 3,943,027.30 4,012,728.75 Notes receivable 150,179,224.30 175,907,019.08 Accounts receivable 550,624,462.21 334,006,892.19 Accounts paid in advance 83,522,308.86 12,383,426.98 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable 780,921.73 530,542.81 Dividend receivable Other accounts receivable 70,243,222.42 56,196,390.54 Financial assets purchased under agreements to resell Inventories 499,825,772.83 434,541,386.19 Non-current assets due within 1 year Other current assets 16,477,687.08 2,935,179.47 43 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Total current assets 2,112,000,693.39 2,005,964,456.75 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 67,343,756.48 71,817,642.40 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 517,382,658.15 519,693,431.95 Investing property Fixed assets 511,767,056.50 539,145,022.38 Construction in progress 83,846,379.25 95,684,569.86 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 162,446,457.07 150,424,391.76 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 18,868,854.20 23,003,056.72 Other non-current assets 43,299,200.54 42,541,730.00 Total of non-current assets 1,404,954,362.19 1,442,309,845.07 Total assets 3,516,955,055.58 3,448,274,301.82 Current liabilities: Short-term borrowings Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable Accounts payable 461,746,849.65 246,652,513.45 Accounts received in advance 61,854,798.34 19,632,316.50 Financial assets sold for repurchase Handling charges and commissions 44 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. payable Employee‘s compensation payable 44,224,504.68 63,086,369.68 Tax payable 52,471,741.72 58,992,047.62 Interest payable Dividend payable Other accounts payable 28,837,844.99 37,085,568.58 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 year Other current liabilities Total current liabilities 649,135,739.38 425,448,815.83 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 5,597,742.01 6,268,824.89 Other non-current liabilities 19,191,441.69 19,353,441.69 Total non-current liabilities 24,789,183.70 25,622,266.58 Total liabilities 673,924,923.08 451,071,082.41 Owners‘ equity (or shareholders‘ equity) Paid-up capital (or share capital) 978,563,745.00 978,563,745.00 Capital reserves 621,792,954.03 625,595,757.07 Less: Treasury stock Specific reserves Surplus reserves 622,494,531.96 622,494,531.96 Provisions for general risks Retained profits 573,145,472.56 723,452,942.14 45 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Foreign exchange difference Total equity attributable to owners of 2,795,996,703.55 2,950,106,976.17 the Company Minority interests 47,033,428.95 47,096,243.24 Total owners‘(or shareholders‘) equity 2,843,030,132.50 2,997,203,219.41 Total liabilities and owners‘ (or 3,516,955,055.58 3,448,274,301.82 shareholders‘) equity Legal representative: Pan Jie Chief of the accounting work: Liu Xingming Chief of the accounting organ: Yin Jianchun 2. Balance sheet of the Company Prepared by Foshan Electrical and Lighting Co., Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 429,905,060.78 699,511,754.78 Transactional financial assets 3,943,027.30 4,012,728.75 Notes receivable 146,279,224.30 167,509,926.71 Accounts receivable 605,078,759.91 362,956,611.71 Accounts paid in advance 73,534,280.53 12,705,111.19 Interest receivable Dividend receivable Other accounts receivable 97,807,543.73 82,043,309.37 Inventories 455,395,530.41 389,680,405.66 Non-current assets due within 1 year Other current assets 3,518,940.04 2,935,179.47 Total current assets 1,815,462,367.00 1,721,355,027.64 Non-current assets: Available-for-sale financial assets 67,343,756.48 71,817,642.40 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 882,866,195.38 880,176,969.18 Investing property Fixed assets 406,314,341.24 443,001,716.36 Construction in progress 68,440,869.35 66,216,618.10 46 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 142,327,674.27 130,800,094.82 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 16,682,635.50 20,724,220.91 Other non-current assets 43,524,515.59 41,783,700.00 Total of non-current assets 1,627,499,987.81 1,654,520,961.77 Total assets 3,442,962,354.81 3,375,875,989.41 Current liabilities: Short-term borrowings Transactional financial liabilities Notes payable Accounts payable 495,625,286.36 265,603,565.11 Accounts received in advance 61,721,134.62 19,586,999.28 Employee‘s compensation payable 44,204,138.68 63,084,499.68 Tax payable 44,491,476.88 58,950,265.18 Interest payable Dividend payable Other accounts payable 30,498,209.50 38,631,089.33 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 676,540,246.04 445,856,418.58 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 5,597,742.01 6,268,824.89 47 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Other non-current liabilities 10,133,941.75 10,218,441.73 Total non-current liabilities 15,731,683.76 16,487,266.62 Total liabilities 692,271,929.80 462,343,685.20 Owners‘ equity (or shareholders‘ equity) Paid-up capital (or share capital) 978,563,745.00 978,563,745.00 Capital reserves 618,692,127.09 622,494,930.13 Less: Treasury stock Specific reserves Surplus reserves 622,494,531.96 622,494,531.96 Provisions for general risks Retained profits 530,940,020.96 689,979,097.12 Foreign exchange difference Total owners‘ (or shareholders‘) equity 2,750,690,425.01 2,913,532,304.21 Total liabilities and owners‘ (or 3,442,962,354.81 3,375,875,989.41 shareholders‘) equity Legal representative: Pan Jie Chief of the accounting work: Liu Xingming Chief of the accounting organ: Yin Jianchun 3. Consolidated income statement Prepared by Foshan Electrical and Lighting Co., Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun 2012 I. Total operating revenues 1,208,260,446.06 1,064,337,124.25 Including: Sales income 1,208,260,446.06 1,064,337,124.25 Interest income Premium income Handling charge and commission income II. Total operating cost 1,075,626,585.36 919,922,209.19 Including: Cost of sales 925,675,209.12 792,978,460.81 Interest expenses Handling charge and commission expenses Surrenders 48 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 13,697,631.32 10,426,957.03 Selling and distribution expenses 44,431,240.08 46,953,881.19 Administrative expenses 77,932,401.53 75,564,365.47 Financial expenses -3,963,817.89 -7,159,594.18 Asset impairment loss 17,853,921.20 1,158,138.87 Add: Gain/(loss) from change in fair -69,701.45 64,722.78 value (―-‖ means loss) Gain/(loss) from investment (―-‖ -945,061.26 16,484,342.95 means loss) Including: share of profits in associates -2,310,773.80 -1,218,791.19 and joint ventures Foreign exchange gains (―-‖ means loss) III. Business profit (―-‖ means loss) 131,619,097.99 160,963,980.79 Add: non-operating income 71,680,160.17 883,683.34 Less: non-operating expense 10,700,438.83 2,481,216.29 Including: loss from non-current asset 908,276.06 119,256.76 disposal IV. Total profit (―-‖ means loss) 192,598,819.33 159,366,447.84 Less: Income tax expense 39,614,342.25 25,616,659.61 V. Net profit (―-‖ means loss) 152,984,477.08 133,749,788.23 Including: Net profit achieved by combined parties before the 0.00 0.00 combinations Attributable to owners of the 153,047,291.37 134,522,943.15 Company Minority shareholders‘ income -62,814.29 -773,154.92 VI. Earnings per share -- -- (I) Basic earnings per share 0.16 0.14 (II) Diluted earnings per share 0.16 0.14 Ⅶ. Other comprehensive incomes -3,802,803.04 -200,147.53 49 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Ⅷ. Total comprehensive incomes 149,181,674.04 133,549,640.70 Attributable to owners of the 149,244,488.33 134,322,795.62 Company Attributable to minority -62,814.29 -773,154.92 shareholders Legal representative: Pan Jie Chief of the accounting work: Liu Xingming Chief of the accounting organ: Yin Jianchun 4. Income statement of the Company Prepared by Foshan Electrical and Lighting Co., Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun 2012 I. Total sales 1,223,393,705.32 1,052,015,761.72 Less: cost of sales 960,725,666.05 795,594,113.34 Business taxes and surcharges 11,627,281.00 9,134,465.77 Distribution expenses 43,727,705.08 45,486,876.29 Administrative expenses 73,053,854.25 62,956,801.15 Financial costs -621,497.90 -3,130,496.10 Impairment loss 16,165,237.79 902,614.65 Add: gain/(loss) from change in fair -69,701.45 64,722.78 value (―-‖ means loss) Gain/(loss) from investment (―-‖ means -2,324,333.77 16,886,055.17 loss) Including: income form investment on -2,310,773.80 -1,218,791.19 associates and joint ventures II. Business profit (―-‖ means loss) 116,321,423.83 158,022,164.57 Add: non-business income 71,489,414.54 777,963.24 Less: non-business expense 9,340,695.22 2,426,866.10 Including: loss from non-current asset 908,276.06 disposal III. Total profit (―-‖ means loss) 178,470,143.15 156,373,261.71 Less: income tax expense 34,154,458.36 23,262,776.08 IV. Net profit (―-‖ means loss) 144,315,684.79 133,110,485.63 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share 50 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. VI. Other comprehensive income -3,802,803.04 -200,147.53 VII. Total comprehensive income 140,512,881.75 132,910,338.10 Legal representative: Pan Jie Chief of the accounting work: Liu Xingming Chief of the accounting organ: Yin Jianchun 5. Consolidated cash flow statement Prepared by Foshan Electrical and Lighting Co., Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun 2012 I. Cash flows from operating activities: Cash received from sale of 1,172,739,056.38 1,088,693,196.26 commodities and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received 4,267,457.30 31,631,469.58 Other cash received relating to 31,153,008.64 10,048,037.45 operating activities Subtotal of cash inflows from operating 1,208,159,522.32 1,130,372,703.29 activities Cash paid for goods and services 736,896,903.91 563,256,522.79 51 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 207,027,929.97 166,066,086.16 Various taxes paid 145,930,301.44 103,675,839.11 Other cash payment relating to 106,592,134.39 62,888,740.40 operating activities Subtotal of cash outflows from 1,196,447,269.71 895,887,188.46 operating activities Net cash flows from operating activities 11,712,252.61 234,485,514.83 II. Cash flows from investing activities: Cash received from withdrawal of 41,710,000.00 investments Cash received from return on 1,365,712.54 17,703,134.14 investments Net cash received from disposal of fixed assets, intangible assets and other 24,189,200.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from 67,264,912.54 17,703,134.14 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 41,936,669.95 16,823,879.55 assets Cash paid for investment Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units 52 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Other cash payments relating to investing activities Subtotal of cash outflows from 41,936,669.95 16,823,879.55 investing activities Net cash flows from investing activities 25,328,242.59 879,254.59 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing activities Repayment of borrowings Cash paid for interest expenses and 284,036,742.40 26,780.81 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from 284,036,742.40 26,780.81 financing activities Net cash flows from financing activities -284,036,742.40 -26,780.81 IV. Effect of foreign exchange rate -2,050,576.88 237,375.56 changes on cash and cash equivalents V. Net increase in cash and cash -249,046,824.08 235,575,364.17 equivalents Add: Opening balance of cash and 985,450,890.74 690,691,751.15 cash equivalents VI. Closing balance of cash and cash 736,404,066.66 926,267,115.32 equivalents Legal representative: Pan Jie Chief of the accounting work: Liu Xingming Chief of the accounting organ: Yin Jianchun 53 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 6. Cash flow statement of the Company Prepared by Foshan Electrical and Lighting Co., Ltd. Unit: RMB Yuan Item Jan.-Jun. 2013 Jan.-Jun 2012 I. Cash flows from operating activities: Cash received from sale of 1,158,623,534.80 1,056,475,585.78 commodities and rendering of service Tax refunds received 4,267,457.30 31,631,469.58 Other cash received relating to 27,298,534.13 7,305,933.03 operating activities Subtotal of cash inflows from operating 1,190,189,526.23 1,095,412,988.39 activities Cash paid for goods and services 796,901,956.65 570,370,649.60 Cash paid to and for employees 169,614,592.87 145,150,128.43 Various taxes paid 123,599,675.65 80,361,997.07 Other cash payment relating to 104,395,965.90 95,924,424.54 operating activities Subtotal of cash outflows from 1,194,512,191.07 891,807,199.64 operating activities Net cash flows from operating activities -4,322,664.84 203,605,788.75 II. Cash flows from investing activities: Cash received from retraction of 50,330,727.49 investments Cash received from return on 1,365,712.54 17,703,134.14 investments Net cash received from disposal of fixed assets, intangible assets and other 24,189,200.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from 75,885,640.03 17,703,134.14 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 40,082,349.91 12,988,432.60 assets 54 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Cash paid for investment 15,000,000.00 Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 55,082,349.91 12,988,432.60 investing activities Net cash flows from investing activities 20,803,290.12 4,714,701.54 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 0.00 0.00 activities Repayment of borrowings Cash paid for interest expenses and 284,036,742.40 distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from 284,036,742.40 financing activities Net cash flows from financing activities -284,036,742.40 IV. Effect of foreign exchange rate -2,050,576.88 237,353.63 changes on cash and cash equivalents V. Net increase in cash and cash -269,606,694.00 208,557,843.92 equivalents Add: Opening balance of cash and 699,511,754.78 412,626,723.50 cash equivalents VI. Closing balance of cash and cash 429,905,060.78 621,184,567.42 equivalents Legal representative: Pan Jie Chief of the accounting work: Liu Xingming Chief of the accounting organ: Yin Jianchun 55 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 7. Consolidated Statement of Changes in Owners’ Equity Prepared by Foshan Electrical and Lighting Co., Ltd. Jan.-Jun. 2013 Unit: RMB Yuan Jan.-Jun. 2013 Equity attributable to owners of the Company Paid-up Total Item capital Minority Less: General Capital Specific Surplus Retaine owners‘ (or treasury risk Others interests reserve reserve reserve d profit equity share stock reserve capital) I. Balance at the end of the 978,563 625,595, 622,494 723,452, 47,096,24 2,997,203, previous year ,745.00 757.07 ,531.96 942.14 3.24 219.41 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 978,563 625,595, 622,494 723,452, 47,096,24 2,997,203, the year ,745.00 757.07 ,531.96 942.14 3.24 219.41 III. Increase/ decrease in the -3,802,8 -150,30 -62,814.2 -154,173,0 period (―-‖ means decrease) 03.04 7,469.58 9 86.91 -62,814.2 153,047, 152,984,47 (I) Net profit 9 291.37 7.08 (II) Other comprehensive -3,802,8 -3,802,803. incomes 03.04 04 -62,814.2 -3,802,8 153,047, 149,181,67 Subtotal of (I) and (II) 9 03.04 291.37 4.04 (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 56 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. -303,35 -303,354,7 (IV) Profit distribution 4,760.95 60.95 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to -303,35 -303,354,7 owners (or shareholders) 4,760.95 60.95 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 978,563 621,792, 622,494 573,145, 47,033,42 2,843,030, IV. Closing balance ,745.00 954.03 ,531.96 472.56 8.95 132.50 Jan.-Dec. 2012 Unit: RMB Yuan Jan.-Jun. 2012 Equity attributable to owners of the Company Paid-up Total Item capital Minority Less: General Capital Specific Surplus Retaine owners‘ (or treasury risk Others interests reserve reserve reserve d profit equity share stock reserve capital) I. Balance at the end of the 978,563 622,193, 583,537 606,584, 47,467,03 2,838,345, previous year ,745.00 249.09 ,290.22 375.02 3.17 692.50 57 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Add: retrospective adjustment due to business combination under the same control Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 978,563 622,193, 583,537 606,584, 47,467,03 2,838,345, the year ,745.00 249.09 ,290.22 375.02 3.17 692.50 III. Increase/ decrease in the 3,402,50 38,957, 116,868, -370,789. 158,857,52 period (―-‖ means decrease) 7.98 241.74 567.12 93 6.91 400,466, -236,885. 400,229,85 (I) Net profit 745.11 85 9.26 (II) Other comprehensive 3,402,50 3,402,507. 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. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for -244,64 -133,904. -244,774,8 making up losses 0,936.25 08 40.33 4. Other (Ⅵ) Specific reserve 58 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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 978,563 625,595, 622,494 723,452, 47,096,24 2,997,203, IV. Closing balance ,745.00 757.07 ,531.96 942.14 3.24 219.41 Legal representative: Pan Jie Chief of the accounting work: Liu Xingming Chief of the accounting organ: Yin Jianchun 8. Statement of Changes in Owners’ Equity of the Company Prepared by Foshan Electrical and Lighting Co., Ltd. Jan.-Jun. 2013 Unit: RMB Yuan Jan.-Jun. 2013 Paid-up Less: General Total Item capital (or Capital Specific Surplus Retained treasury risk owners‘ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 978,563,74 622,494,93 622,494,53 689,979,09 2,913,532, previous year 5.00 0.13 1.96 7.12 304.21 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 978,563,74 622,494,93 622,494,53 689,979,09 2,913,532, the year 5.00 0.13 1.96 7.12 304.21 III. Increase/ decrease in the -3,802,803. -159,039,0 -162,841,8 59 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. period (―-‖ means decrease) 04 76.16 79.20 144,315,68 144,315,68 (I) Net profit 4.79 4.79 (II) Other comprehensive -3,802,803. -3,802,803. incomes 04 04 -3,802,803. 144,315,68 140,512,88 Subtotal of (I) and (II) 04 4.79 1.75 (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 -303,354,7 -303,354,7 (IV) Profit distribution 60.95 60.95 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners -303,354,7 -303,354,7 (or shareholders) 60.95 60.95 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 60 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 978,563,74 618,692,12 622,494,53 530,940,02 2,750,690, IV. Closing balance 5.00 7.09 1.96 0.96 425.01 Jan.-Dec. 2012 Unit: RMB Yuan Jan.-Jun. 2012 Paid-up Less: General Total Item capital (or Capital Specific Surplus Retained treasury risk owners‘ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 978,563,7 619,092,4 583,537,2 584,004,8 2,765,198 previous year 45.00 22.15 90.22 57.71 ,315.08 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 978,563,7 619,092,4 583,537,2 584,004,8 2,765,198 the year 45.00 22.15 90.22 57.71 ,315.08 III. Increase/ decrease in the 3,402,507 38,957,24 105,974,2 148,333,9 period (―-‖ means decrease) .98 1.74 39.41 89.13 389,572,4 389,572,4 (I) Net profit 17.40 17.40 (II) Other comprehensive 3,402,507 3,402,507 incomes .98 .98 3,402,507 389,572,4 392,974,9 Subtotal of (I) and (II) .98 17.40 25.38 (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 38,957,24 -283,598, -244,640, (IV) Profit distribution 1.74 177.99 936.25 1. Appropriations to surplus 38,957,24 -38,957,2 reserves 1.74 41.74 2. Appropriations to general 61 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. risk provisions 3. Appropriations to owners -244,640, -244,640, (or shareholders) 936.25 936.25 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 978,563,7 622,494,9 622,494,5 689,979,0 2,913,532 IV. Closing balance 45.00 30.13 31.96 97.12 ,304.21 Legal representative: Pan Jie Chief of the accounting work: Liu Xingming Chief of the accounting organ: Yin Jianchun 62 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (Ⅲ) 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. Pan Jie 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, electro-optical materials, lamps and components, electrical engineering materials, accessories for motor vehicles, household appliances, electrical switches, outlet, fire fighting products, ventilation equipment, LED products, lithium-ion battery and other materials, sale of those products on both the domestic and overseas markets, and the relevant engineering consultation service. The main products of the Company include all kinds of electro-optical source products. 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., Foshang Lighting Components Co., Ltd. and Guangdong Fozhao Leasing Co., Ltd.. 63 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. ( Ⅳ ) Main accounting policies, accounting estimates and corrections of prior accounting errors 1. 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. 2. 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. 3. Accounting period A fiscal year starts on 1 January and ends on 31 Dec. according to the Gregorian calendar. 4. Recording currency Renminbi is the recording currency for the Company. 5. Measurement method for the business combination under the same control and business combination not under the same control (1) Business combination under the same control 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. (2) Business combination not under the same control 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 goodwill. 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. 64 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 6. Preparation methods for consolidated financial statements (1) 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 an 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. (2) Relevant accounting method shall be revealed for the equity of a same subsidiary purchased and sold in successive two fiscal years Naught 7. Recognition standards for cash and cash equivalents 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. 8. Foreign currency and accounting method for foreign currency (1) 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 65 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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. (2) Accounting method for foreign currency Naught 9. Financial instruments Financial instruments include financial assets, financial liabilities and equity instruments. (1) Category of financial instruments 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 liabilities shall be classified into the following two categories when they are initially recognized: (1) the Trading financial liabilities; and (2) other financial liabilities. (2) Recognition and Measurement of Financial Liabilities 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 trading 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 66 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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 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 terminated from recognition or transferred out when it is impaired, it shall be recorded into the profits and losses of the current period. The financial liabilities initially recognized by the Company shall be measured at their fair values. For the Trading 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. 67 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Trading 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 trading 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 —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. (3) Recognition and Accounting Method for Transfer of Financial Assets Where transfer of financial assets occurs in the Company, if the Company has transferred nearly all of risks and rewards related to the ownership of the financial asset to the transferee, it shall stop recognizing the financial asset. If it retained nearly all of the risks and rewards related to the ownership of the financial asset, it shall not stop recognizing the financial asset. When the Company makes a judgment about whether the transfer of a financial asset satisfies all the above conditions to stop the recognition, the Company adopts the code of ―Rather substantial than superficial‖. The Company differentiates the transfer of financial asset into the entire transfer and the partial transfer of financial assets. If the transfer of an entire financial asset satisfies the conditions for stopping recognition, the difference between the amounts of the following 2 items shall be recorded in the profits and losses of the current period: (1)The book value of the transferred financial asset; (2)The sum of consideration received from the transfer, and the accumulative amount of the changes of the fair value originally recorded in the owner's equities (in the event that the financial asset involved in the transfer is a financial asset available for sale). If the transfer of partial financial asset satisfies the conditions to stop the recognition, the entire book value of the transferred financial asset shall, between the portion whose recognition has been stopped and the portion whose recognition has not been stopped (under such circumstance, the service asset retained shall be deemed as a portion of financial asset whose recognition has not been stopped), be apportioned according to their respective relative fair value, and the difference between the amounts of the following 2 items shall be included into the profits and losses of the current period : (1) The book value of the portion whose recognition has been stopped; (2) The sum of consideration of the portion whose recognition has been stopped, and the portion of the accumulative amount of the changes in the fair value originally recorded in the owner's equities which is corresponding to the portion whose recognition has been stopped (in the event that the financial asset involved in the transfer is a financial asset available for sale). If the transfer of a financial asset doesn‘t satisfy the conditions to stop the recognition, 68 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. the Company shall continue to recognize the financial asset and shall recognize the consideration it receives as a financial liability. (4) Recognition Conditions for Termination of Financial Liabilities When the prevailing obligations of a financial liability are relieved in all or in part may the recognition of the financial liability be terminated in all or partly. If the Company enters into an agreement with creditor so as to substitute the existing financial liabilities by way of any new financial liability, and if the contractual stipulations regarding the new financial liability is substantially different from that regarding the existing financial liability, the Company shall terminate the recognition of the existing financial liability, and shall at the same time recognize the new financial liability. Where the Company makes substantial revisions to some or all of the contractual stipulations of the existing financial liability, it shall terminated the recognition of the existing financial liability or part of it, and at the same time recognize the financial liability after revising the contractual stipulations as a new financial liability. Where the recognition of a financial liability is totally or partially terminated, the Company shall include into the profits and losses of the current period the gap between the carrying amount which has been terminated from recognition and the considerations it has paid (including the non-cash assets it has transferred out and the new financial liabilities it has assumed). If the Company buys back part of its financial liabilities, it shall distribute, on the report day, the carrying amount of the whole financial liabilities in light of the comparatively fair value of the part that continues to be recognized and the part whose recognition has already been terminated and carries out distribution of the overall book value of the financial liability. The gap between the carrying amount which is distributed to the part whose recognition has terminated and the considerations it has paid (including the non-cash assets it has transferred out and the new financial liabilities it has assumed) shall be recorded into the profits and losses of the current period. (5) Recognition of Financial Assets and Financial Liabilities As for the financial assets and financial liabilities that the Company measured by fair value, they all refer to the quoted prices in the active market. (6) Withdrawal of Impairment Provision for Financial Assets (excluding Accounts Receivable) Except for financial assets measured at fair value and of which the alterations charged to the profits and losses in the current period, the Company conducts check on book value of financial assets at the Balance Sheet Date. If there is any objective evidences proving that a specific financial asset is impaired, an impairment provision shall be made. (1) Impairment provision for available-for-sale financial assets: as at the end of the reporting period, if there is a relatively large reduce on fair value of available-for-sale financial assets, or it is estimated that the trend of reduce is temporarily with a comprehensive consideration of various relevant ingredients, the available-for-sale financial assets is recognized as impaired, the accumulative losses arising from the decrease of the fair value of the owners‘ equity which was directly included shall be transferred out and recognized as impairment. As for available-for-sale debt instruments whose impairment-related losses have been recognized, if, within the accounting period thereafter, the fair value has risen and are objectively related to the subsequent events that occur after the originally impairment-related losses were recognized impairment-related losses shall be reversed and be recorded into the profits and losses of the current period. The impairment-related losses incurred to an available-for-sale equity instrument investment shall not be reversed through profit and losses. (2) As for impairment provision of hold-to-maturity investment: the measurement of impairment on hold-to-maturity 69 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. investment shall be treated according to measurement of impairment on accounts receivable. (7) Notes on Basis of Hold-to-Maturity Investment undue that reclassified into Available-for-Sales Financial Assets Naught 10. Recognition and Withdrawal Method for Bad-debt Provisions for Accounts Receivable Accounts receivable of the Company mainly including accounts receivable and other receivables. The Company conducts a check to the book value of accounts receivable at the Balance Sheet Date, if there is any objective evidence proving that the accounts receivable is impaired, it shall be recorded into provision for bad debts. (1) Provisions for Bad-debt Accounts Receivable with a significant single amount Accounts receivable with a significant single amount refer to Definition or amount criteria for an account receivable with a the top five accounts receivable with the largest balances or significant single amount accounts accounting for over 10% of the total balance of receivables. Where there is objective evidence proving that the Company is not able to recover the full amount of an account receivable according to the original terms in relation to the account, an independent impairment test is carried out on the account receivable and the bad-debt provision is made according to Making individual bad-debt provisions for accounts receivable with the difference between the present value of the account‘s a significant single amount 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. (2) Accounts receivable for which bad-debt provisions are made on the group basis Group name Withdraw method Basis for recognition of group Accounts receivable arising from other common transactions Common transaction group Balance percentage method than internal transactions are classified according to credit risk features. Accounts receivable arising from internal transactions within the Internal transaction group Other methods scope of the consolidation statements are classified according to credit risk features. 70 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. In the groups, those adopting aging analysis method to withdraw bad debt provision: □Applicable √Inapplicable In the groups, those adopting balance percentage method to withdraw bad debt provision: □ Applicable √ Inapplicable Withdrawing proportion of Withdrawing proportion of other Name of the group account receivables (%) account receivables (%) Ordinary business group 6% 6% In the groups, those adopting other methods to withdraw bad debt provision: □ Applicable √ Inapplicable Name of the group Notes Withdrawing bad debt provision according to the discrepancy between Internal business group present value of future cash flow and book value. (3) Accounts receivable with an insignificant single amount but for which the bad debt provision is made independently Reason of individually withdrawing bad debt When there is conclusive evidence proving that obvious difference exists in the provision: recoverability. As for other receivables (including notes receivable, prepayments, interest Method for making bad-debt provisions for receivable, long-term receivables, etc.), bad-debt provisions are made according to the said accounts receivables: the differences between the present values of their future cash flows and their carrying amounts. 11. Inventory (1) Category of Inventory Category: raw materials, products in processing, materials for consigned processing, finished products, semi-manufactured semi-finished products, and low-value consumption goods. (2) Pricing method for distributed inventories Method: others 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. 71 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (3) Recognition basis of net realizable value of inventories and withdrawal method for impairment provision of inventories 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. (4) Inventory system of inventories Inventory system: perceptual inventory system (5) Amortization method of low-value consumption goods and packages Low-value consumption goods Amortization method: one time method Packages Amortization method: one time method 12. Long-term equity investment (1) Recognition for initial cost Pricing of long-term equity investment — Long-term equity investment for the corporate combination ——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. 72 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. ——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. (2) Subsequent measurement and recognition of gains and losses —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. (3) Recognition basis of jointly control and significant influence in invested units —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 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. (4) Impairment test method and withdrawal method for impairment provision —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 73 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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. 13. Investment real estate The Company doesn‘t have investment real estate. 14. Fixed assets (1) Recognition of fixed assets 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. (2) Recognition basis and pricing method for fixed assets acquired under finance lease The "finance lease" shall refer to a lease that has transferred in substance all the risks and rewards related to the ownership of an asset. The Company shall recognizes the lower one of the fair value of the leased asset and the present value of the minimum lease payments on the lease beginning date as cost of fixed assets of finance lease. In calculation of the depreciation of a leased fixed asset, the Company adopts a depreciation policy for leased assets consistent with that for depreciable assets. If it is reasonable to be certain that the Company will obtain the ownership of the leased asset when the lease term expires, the leased asset shall be fully depreciated over its useful life. If it is not reasonable to be certain that the Company will obtain the ownership of the leased asset at the expiry of the lease term, the leased asset shall be fully depreciated over the shorter one of the lease term or its useful life. (3) Depreciation method of various fixed assets 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 categories Estimated useful life (years) Residual value (%) Annual depreciation rate (%) Houses and buildings 3—25 5% 31.67%-4.75% Machineries 2—8 5% 47.50%-11.88% Electronic equipment 5—10 5% 19%-9.50% Vehicles 2—8 5% 47.50%-11.88% (4) Impairment test method and withdrawal method for impairment provision of fixed assets 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 74 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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. (5) Other explanation Naught 15. Construction in Progress (1) Categories of construction in process Categories of construction in process refer to the newly establishment, amendment or expansion of fixed assets of the Company, or project expenses on unaccomplished project such as technology innovation, equipment updating and major repair projects, etc., (2) Standards and time of transferring construction in process into fixed asset 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. (3) Impairment test method and withdrawal method for impairment provision of construction in process 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. 75 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 16. Borrowing costs (1) Recognition principles for 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. (2) Capitalization period of borrowing costs The borrowing costs shall not be capitalized unless they simultaneously meet the following requirements: (1) The asset disbursements have already incurred; (2) The borrowing costs have 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. And then it shall be recorded into assets costs that satisfied conditions of capitalization. When the qualified asset under acquisition and construction or production is ready for the intended use or sale, the capitalization of the borrowing costs shall be ceased; borrowing costs incurred thereafter shall be recognized as expenses at the incurred amount when they are incurred. (3) Period for suspending capitalization of borrowing costs 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. (4) Calculation method of capitalized amount of borrowing costs 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 76 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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. 17. Biological assets Naught 18. Oil gas assets Naught 19. Intangible assets (1) Pricing method 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. (2) Estimated useful life of intangible assets with limited useful life For intangible assets of limited useful life, the Company adopts straight-line method for amortization in useful life term. The Company shall, at the end of each year, recheck the estimated useful life and amortization method and makes suitable adjustment. Item Estimated useful life Basis Land use right 50 years Statutory use right Patent 10 years Estimated term of making profit (3) Judgment basis of intangible assets with uncertain useful life The Company doesn‘t have intangible assts with uncertain useful life. 77 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (4) Withdrawal of impairment provision of intangible assets 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. (5) Criteria of dividing the research phase and development phase of internal R&D project The expenditures for its internal research phase and development phase of the Company discriminate into research expenditures and development expenditures. The term ―research‖ refers to the creative and planned investigation to acquire and understand new scientific or technological knowledge; the term ―development‖ refers to the application of research achievements and other knowledge to a certain plan or design, prior to the commercial production or use, so as to produce any new material, device or product, or substantially improved material, device and product. (6) Calculation of the expenditures of internal R&D project The expenditures for its internal research phase and development phase of the Company discriminate into research expenditures and development expenditures: 1) The research expenditures for its internal research and development phases of the Company shall be recorded into the profit or loss for the current period. 2) The research expenditures for its internal research and development phases of the Company may be confirmed as intangible assets when they satisfy the following conditions simultaneously: ① It is feasible technically to finish intangible assets for use or sale; ② It is intended to finish and use or sell the intangible assets; ③ The usefulness of methods for intangible assets to generate economic benefits shall be proved, including being able to prove that there is a potential market for the products manufactured by applying the intangible assets or there is a potential market for the intangible assets itself or the intangible assets will be used internally; ④ It is able to finish the development of the intangible assets, and able to use or sell the intangible assets, with the support of sufficient technologies, financial resources and other resources; and ⑤ The expenditures on development phase of the intangible assets can be reliably measured. 20. Amortization method 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 78 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. shall be transferred into the profits and losses of the current period. 21. Assets transfer with repurchasing conditions Naught 22. Estimated liabilities (1) Criteria 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. (2) Measurement of estimated liabilities 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 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. 23. Share-based payment and equity instruments (1) Categories of share-based payment The Company doesn‘t have share-base payment and equity instruments. (2) Recognition method of fair value of equity instruments Naught 79 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (3) Recognition basis of the best estimate of the vested equity instruments Naught (4) Accounting treatment relevant to implement, revise and terminate share-based payment plan Naught 24. Repurchase of shares of the Company Naught 25. Revenue (1) Criteria for recognition time of revenue from sale of goods 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. The principle of affirmation of revenue from ―domestic sales and export sales‖: (a) Affirmation method of domestic sales: qualified products would be delivered to buyers in line with the requirements of the buyers; invoice for sales shall be opened when the receivable accounts are determined, receive payment or estimate payment receivable. (b) Affirmation method of export sales: products would be produced according to the requirements of the buyers stipulated in contracts. After examination, customers clearing procedure for export would be arranged. Transport companies would ship the products. Invoice for sales shall be opened when the receivable accounts are determined; receive payment or estimate payment receivable. (2) Recognition basis of revenue from transferring use rights of assets Revenues from providing others to use company assets shall be affirmed when meeting the following conditions: the relevant economic benefits are likely to flow into the Company; the amount of revenues can be measured in a reliable way. Royalty revenues from providing others to use company assets can be calculated and affirmed in line with chargeable time and methods stipulated in relevant contracts, treaties. (3)Recognition basis of revenue from providing services 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 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 80 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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. (4) Recognition basis and method for the schedule of contracted project when recognizing the revenue from providing labour services and construction contract by percentage-of-completion method The Company doesn‘t have revenue from providing labour services and contraction contracted by percentage-of-completion method. 26. Government grants (1) Types 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. (2) Accounting treatment method Government subsidy shall be confirmed when meeting the following standards: meeting the sub conditions of government subsidy; enabling to receive government subsidy. 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. 27. Deferred income tax assets and liabilities (1) Recognition basis of deferred income tax assets The Company shall record a temporary difference into deferred income tax to the extent of the amount of the taxable income which it is most likely to obtain in future period and which can be deducted from the deductible temporary difference. 81 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (2) Recognition basis of deferred income tax liabilities As for taxable temporary differences, the Company shall record into deferred income liabilities except for special conditions. 28. Operating lease and finance lease (1) Accounting treatments of operating lease The rents from operating leases shall be recorded by the Company in the relevant asset costs or the profits and losses of the current period by using the straight-line method over each period of the lease term. (2) Accounting treatments of finance lease (3) Accounting treatments of leaseback On the lease beginning date, the Company shall record the lower one of the fair value of the leased asset and the present value of the minimum lease payments on the lease beginning date as the entering value in an account, recognize the amount of the minimum lease payments as the entering value in an account of long-term account payable, and treat the balance between the recorded amount of the leased asset and the long-term account payable as unrecognized financing charges. (3) Accounting treatments of leaseback Naught 29. Assets held for sale (1) Recognition criteria of available-for-sale assets The Company doesn‘t have any available-for-sale assets. (2) Accounting treatments of the assets held for sale The Company doesn‘t have any available-for-sale assets. 30. Capitalization of assets business The Company doesn‘t have any capitalization of assets business. 31. Hedging accounting The Company doesn‘t have any hedging business. 82 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 32. Changes in main accounting policies and estimates Were the main accounting policies or estimates changed during the reporting period? □Yes √ No (1) Change of accounting policies Were the main accounting policies changed during the reporting period? □Yes √ No (2) Change of accounting estimates Were the main accounting estimates changed during the reporting period? □Yes √ No 33. Correction of previous accounting errors Was any accounting error made in previous periods discovered in the reporting period? □Yes √ No (1) Retrospective restatement method Was any previous accounting errors adopting retrospective restatement method discovered in the reporting period? □Yes √ No (2) Prospective application method Was any previous accounting errors adopting prospective application method discovered in the reporting period? □Yes √ No 34. Other main accounting policies, accounting estimates as well as compilation method of financial statements Naught (Ⅴ) Taxation 1. Main taxes and tax rate Category of taxes Tax basis Tax rate VAT on sales is calculated based on 17% of sales revenue. VAT is calculated and VAT 17% paid based on the difference of VAT on sales deducting deductible input VAT. 83 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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 Consumption tax 5% Business tax Taxable service income 5%、7% Urban maintenance and construction tax Taxable VAT and business tax 15% 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 Enterprise income tax 3% 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. Education expenses surcharge Current turnover tax in current 2% The income tax rates adopted by each subsidiary and branch factory The subsidiaries of the Company, including Foshan Taimei Times Lamps and Lanterns Co., Ltd., and Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd., Foshan Chansheng Electronic Ballast 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%. 2. Tax preference and official documents The Company has been certified as a high-tech enterprise in December 2008, and passed the re-examination for 84 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. the First Batch High-tech Enterprise in 2011 on 16 January 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. 3. Other explanation Naught (Ⅵ) Business combination and consolidated financial statements 1. Subsidiaries (1) Subsidiaries obtained by establishment and investment Unit: RMB Yuan Balance of parent compan y‘s equity after Actual deductin amount The The Include g the of Other proporti proporti d in Deducti Register Minorit differen Subsidia Register Busines Busines investm essential on of on of consolid ble Type ed y ce that ries ed place s nature s scope ents at investm holding voting ated minority capital interest loss of the ent shares rights stateme interests minority period-e (%) (%) nt interests nd exceed equity obtained by minority sharehol ders Foshan Producti Limited Chanshe Manufa 1,000,0 on of 750,000 1,832,5 compan Foshan 75% 75% Yes ng cture 00 ballast, .00 41.86 y Electron electron 85 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. ic ic Ballast transfor Co., mers Ltd. and electron ic igniters Producti on and operatio n of lamps, electric Foshan light Chanch source ang products Electric Limited Manufa 72,780, and 50,940, 28,646, Applian compan Foshan 70% 70% Yes cture 000.00 accessor 000.00 318.27 ce y ies, (Gaomi installati ng) Co., on of Ltd. related engineer ing and consulti ng business Researc h, develop ment, Foshan producti Taimei on and Times Limited sales of Lamps liability Manufa 500,000 lighting, 350,000 9,972,9 Foshan 70% 70% Yes and compan cture .00 househo .00 06.90 Lantern y ld s Co., applianc Ltd. es and accessor ies and other lighting 86 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. products R&D and producti on of electric light source Foshan lamp Lighting products Limited Lamps and liability Manufa 5,000,0 5,070,0 and Foshan relevant 100% 100% Yes compan cture 00.00 00.00 Lantern electric y s Co., engineer Ltd. ing material s, metal material and non-met al material Producti on and sales of electric light source equipme nt and Foshan electric Electric Limited light al & liability Xinxian Manufa 10,000, source 10,000, Lighting 100% 100% Yes compan g cture 000 products 000.00 (Xinxia y , sales ng) Co., of Ltd. accessor ies of electric light source, electric light source 87 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. material s, electric engineer ing material s, accessor ies for motor vehicles , lamps and compon ents Manufa Qinghai cturing Fozhao and Lithium Limited selling Ion 6,581,6 liability Manufa 50,000, lithium 25,500, Battery Qinghai 51% 51% Yes 61.92 compan cture 000.00 ion 000.00 Cathode y battery Material cathode s Co., material Ltd. s Financi ng lease of new-ene Guangd rgy ong mobile Fozhao Limited and Financia liability 200,000 200,000 Foshan Lease main 100% 100% Yes l compan ,000 ,000.00 compon Leasing y ents, Co., lighting Ltd. and energy-s aving products Foshan Limited Researc Manufa 15,000, 15,000, lighting liability Foshan h, 100% 100% Yes cture 000.00 000.00 applianc compan develop 88 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. e Co., y ment, Ltd. manufac turing lighting products , devices, applianc es, electric material s, vehicle accessor ies, househo ld applianc es, socket outlets, fire-figh ting products , ventilati on facilities , LED products , etc. domesti c trade, export and import of goods and technolo gy. Particulars about subsidiaries obtained by establishment and investment Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd., who is the Sino-foreign joint venture invested and established by the Company and Prosperity Lamps and Components Ltd, had obtained license for business 89 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 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 a 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. The holds 100% equities of the said 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 a 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. 90 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Foshan Lighting Appliance Co., Ltd. is the limited liability company invested by the Company, getting its business licenses on 8 May 2013 with 100% of stock rights and being included into the scope of consolidated statements from the day it setting up. (2) Subsidiaries obtained by business combination under same control Inapplicable (3) Subsidiaries obtained by business combination not under same control Unit: RMB Yuan Balance of parent compan y‘s equity after Actual deductin amount The The Include g the of Other proporti proporti d in Deducti Register Minorit differen Subsidia Register Busines Busines investm essential on of on of consolid ble Type ed y ce that ries ed place s nature s scope ents at investm holding voting ated minority capital interest loss of the ent shares rights stateme interests minority period-e (%) (%) nt interests nd exceed equity obtained by minority sharehol ders Producti Nanjing on of Fozhao energy-s Lighting aving Compon Limited Manufa 41,683, photoele 72,000, ents Compan Nanjing 100% 100% Yes cture 200.00 ctric 000.00 Manufa y source cturing products Co., , lamps Ltd. and 91 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. lanterns, light source equipme nts, illumina tion engineer ing; technolo gical develop ment of energy-s aving and producti on of relevant compon ents; sales of self-pro duction products Other notes to subsidiaries obtained by business combination not under same control: 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. 2. Special purpose entities or operating entities with control right formed by entrusted operation or lease Inapplicable 3. Explanation on changes in consolidated scope Explanation on changes in consolidated scope: √ Applicable □Inapplicable Comparing to last year, this year increased one consolidation unit, because 92 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Foshan Lighting Appliance Co., Ltd. is the limited liability company invested by the Company, getting its business licenses on 8 May 2013 with 100% of stock rights and being included into the scope of consolidated statements from the day it setting up. Comparing to last year, this year decreased one consolidation unit, because On June 2012, the Company reached an agreement on dismissing Guangding Fozhao New Light Source Technology Co., Ltd. by the contract ―Termination of Cooperation Agreement‖ with Hong Kong Lijiakechuang Co., Ltd. The cancellation procedure was completed on March 2013. So this company was excluded the scope of consolidated statement. 4. Subsidiaries that newly combined into consolidation scope in the reporting period The subsidiaries, special purpose entities and operating entities with control right formed by entrusted operation or lease that newly included in the consolidated scope Unit: RMB Yuan Name Closing net assets Net profit in current period Foshan Lighting Appliance Co., Ltd. 15,001,257.66 1,257.66 The subsidiaries, special purpose entities and operating entities with control right formed by entrusted operation or lease that not longer included in the consolidated scope Unit: RMB Yuan Net profit from year-begin to Name Net asset at the disposal date disposal date Guangding Fozhao New Light Source Technology Co., 8,605,375.65 5,617.32 Ltd. 5. Business combination under same control during the reporting period Inapplicable 6. Business combination not under same control during the reporting period Inapplicable 7. Subsidiaries reduced by selling equities without control right during the reporting period Inapplicable 8. The counter purchases in the reporting period Inapplicable 93 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 9. Mergers in the reporting period Inapplicable 10. Exchange rates of major items in financial statements for foreign entities Inapplicable (Ⅶ) Notes on major items in consolidated financial statements of the Company 1. Monetary funds Unit: RMB Yuan Closing balance Opening balance Item Amount in Exchange Amount in Exchange Amount in RMB Amount in RMB foreign currency rate foreign currency rate Cash: -- -- 11,528.77 -- -- 4,646.82 RMB -- -- 11,528.77 -- -- 4,646.82 Bank deposit: -- -- 720,577,207.59 -- -- 980,371,648.14 RMB -- -- 699,285,964.35 -- -- 972,782,849.67 HKD 0.00 0.7966 0.00 93.15 0.8109 75.53 USD 3,409,454.71 6.1787 21,065,997.82 1,152,484.15 6.2855 7,243,939.12 EUR 27,968.29 8.0536 225,245.42 41,452.32 8.3176 344,783.82 Other monetary funds: -- -- 15,815,330.30 -- -- 5,074,595.78 RMB -- -- 15,815,330.30 -- -- 5,074,595.78 Total -- -- 736,404,066.66 -- -- 985,450,890.74 Special explanation shall be made for the accounts limited by being mortgaged, pledged or frozen, deposited overseas or with potential collecting risks: Monetary capitals decreased RMB 249,046,824.08 in the period-end compared to year-begin, accounting to a decrease of 25.27%. it is mainly because the Company distributed cash bonus of the year 2012 in this period. Bank deposits in the name of the Company and subsidiaries in the consolidated statement are kept in bank or other relevant financial organizations. Other monetary funds in the name of the Company are deposited in refundable deposit and long-term cash deposit with settlement of exchange cash deposit of the security company. 94 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 2. Trading financial assets (1) Trading financial assets Unit: RMB Yuan Item Closing fair value Opening fair value The financial assets which are measured at their fair values and the variation of which is recorded into the 3,943,027.30 4,012,728.75 profits and losses of the current period Total 3,943,027.30 4,012,728.75 ((2) Trading financial assets with realizable limit Inapplicable (3) Hedging instruments and notes to relevant hedging transaction Inapplicable 3. Notes receivable (1) Category of notes receivable Unit: RMB Yuan Category Closing balance Opening balance Bank acceptance bill 150,179,224.30 175,907,019.08 Total 150,179,224.30 175,907,019.08 (2) Notes receivable pledged at period-end Inapplicable (3) Notes transferred to accounts receivable because drawer of the notes fails to execute the contract or agreement, and undue notes endorsed to other parties at the end of the period Inapplicable 4. Dividends receivable Inapplicable 95 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 5. Interest receivable (1) Interest receivable Unit: RMB Yuan Increase in current Decrease in current Item Opening balance Closing balance period period Interests of fixed time 530,542.81 1,530,877.28 1,280,498.36 780,921.73 deposit Total 530,542.81 1,530,877.28 1,280,498.36 780,921.73 (2) Overdue interest Inapplicable 6. Accounts receivable (1) Accounts receivable listed by categories Unit: RMB Yuan Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Category Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Accounts receivable with significant single amount and individually 0.00 0% 0.00 0% 0.00 0% 0.00 0% withdrawn bad debt provision Accounts receivable for which bad debt provisions are made on the group basis 585,770,70 35,146,242. 355,326,4 21,319,588.8 Common business group 100% 6% 100% 6% 4.48 27 81.06 7 585,770,70 35,146,242. 355,326,4 21,319,588.8 Subtotal of the groups 100% 6% 100% 6% 4.48 27 81.06 7 Accounts receivable with insignificant single amount and individually 0.00 0% 0.00 0% 0.00 0% 0.00 0% withdrawn bad debt provision 585,770,70 35,146,242. 355,326,4 21,319,588.8 Total -- -- -- -- 4.48 27 81.06 7 96 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision √ Applicable□ Inapplicable Unit: RMB Yuan Closing balance Opening balance Book balance Book balance Aging Provision for bad Provision for bad Proportion Proportion Amount debts Amount debts (%) (%) Including: -- -- -- -- -- -- Subtotal of within 507,029,056.45 86.55% 30,421,743.39 347,188,347.90 97.71% 20,831,300.88 1 year 1-2 years 75,089,755.39 12.82% 4,505,385.32 6,915,023.55 1.95% 414,901.41 2-3 years 3,428,388.03 0.59% 205,703.28 1,150,735.43 0.32% 69,044.13 Over 3 years 223,504.61 0.04% 13,410.28 72,374.18 0.02% 4,342.45 Total 585,770,704.48 -- 35,146,242.27 355,326,481.06 -- 21,319,588.87 (2) Accounts receivable reversed or collected in the reporting period Inapplicable (3) The write-off accounts receivable Unit: RMB Yuan Whether arising Nature of accounts Name of entity Write-off time Write-off amount Write-off reason from related party receivable transaction or not? Write-off of small Expected Payment for goods 10 June 2013 39.82 No amount non-receivable Total -- -- 39.82 -- -- Notes to write off of accounts receivable: Write-off of small amount expected non-receivable. 4) Particulars about accounts receivable due to shareholders holding 5% (including 5%) voting rights of the Company Unit: RMB Yuan Closing balance Opening balance Name of entity Book balance Withdrawal amount Book balance Withdrawal amount Prosperity Lamps & Components 7,885,885.66 473,153.14 9,094,765.88 545,685.95 Limited 97 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Total 7,885,885.66 473,153.14 9,094,765.88 545,685.95 (5) Information of top 5 accounts receivable: Unit: RMB Yuan The relationship with the Name of entity Amount Aging Proportion Company Unit 1 Non-related relationship 73,556,455.20 Within 1 year 12.56% Unit 2 Non-related relationship 26,354,116.07 1-2 years 4.5% Unit 3 Non-related relationship 16,120,137.94 1-2 years 2.75% Unit 4 Non-related relationship 15,521,693.50 1-2 years 2.65% Unit 5 Non-related relationship 11,573,235.00 Within 1 year 1.98% Total -- 143,125,637.71 -- 24.44% (6) The amounts due from related parties Unit: RMB Yuan The relationship with the Name of entity Amount Proportion Company Hangzhou Youchang Lighting Corporate acting in concert and 2,478,190.94 0.42% Appliance Co., Ltd. holding 5 % of shares China Youchang Lighting Corporate acting in concert and 501,380.72 0.09% Appliance Co., Ltd. holding 5 % of shares China OSRAM Lighting Corporate acting in concert and 4,313,398.37 0.74% Appliance Co., Ltd. holding 5 % of shares Prosperity Lamps & Corporate holding 5 % of shares 7,885,885.66 1.35% Components Limited OSRAM Lighting Appliance Corporate acting in concert and 6,613.24 0.00% Co., Ltd. holding 5 % of shares Total -- 15,185,468.93 2.6% (7) Information of accounts receivable that terminated recognition Inapplicable (8) If securitization is carried out on accounts receivable as the underlying assets, please list amount of assets and liabilities arising from further involvement Inapplicable 98 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 7. Other accounts receivable (1) Other accounts receivable disclosed by type: Unit: RMB Yuan Closing balance Opening balance Provision for doubtful Provision for doubtful Balance Balance Category debts debts Proportio Proportio Proportio Proportion Amount Amount Amount Amount n (%) n (%) n (%) (%) Other accounts receivable that is individually 17,190,000.00 23.31% 41,710,000.00 72.88% significant and provisions for bad debts individually Other accounts receivable that provisions for bad debts by group Common business 56,439,598.32 76.54% 3,386,375.90 6% 15,411,053.78 26.93% 924,663.24 6% group Subtotal of group 56,439,598.32 76.54% 3,386,375.90 6% 15,411,053.78 26.93% 924,663.24 6% Other accounts receivable that is individually 106,552.50 0.15% 106,552.50 100% 106,552.50 0.19% 106,552.50 100% insignificant but provisions for bad debts individually 1,031,215.7 Total 73,736,150.82 -- 3,492,928.40 -- 57,227,606.28 -- -- 4 Other closing accounts receivable that is individually significant and provisions for bad debts individually. √Applicable □Inapplicable Unit: RMB Yuan Other accounts Withdrawing proportion Book balance Bad-debt amount Reason receivable (%) Foshang Gaoming Cash deposit of bidding District Tendering and 17,190,000.00 0.00 0% for land Bidding Trading Center Total 17,190,000.00 0.00 -- -- In the group, other account receivable adopting balance percentage to withdraw bad-debt provision √Applicable □Inapplicable 99 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Unit: RMB Yuan Period-end Period-begin Book balance Provision for bad Book balance Provision for bad Aging Proporti debts Proporti debts Amount Amount on on Including: Subtotal of within 1 year 51,275,676.67 90.85% 3,076,540.60 9,546,737.79 61.95% 572,804.27 1-2 years 4,697,868.16 8.32% 281,872.09 5,133,212.60 33.31% 307,992.76 2-3 years 29,660.02 0.05% 1,779.60 373,909.63 2.43% 22,434.58 Over 3 years 436,393.47 0.78% 26,183.61 357,193.76 2.32% 21,431.63 Total 56,439,598.32 -- 3,386,375.90 15,411,053.78 -- 924,663.24 Other closing individually insignificant but provisions for bad debts individually accounts receivable: √ Applicable □ Inapplicable Unit: RMB Yuan Content Book balance Provision for bad debts Withdrawal proportion Reason Fangcheng County Yuli Estimated to be 106,552.50 106,552.50 100% Glass Tube Co., Ltd. unrecoverable Total 106,552.50 106,552.50 -- -- (2) Information of other accounts receivable reversed or recovered in the reporting period Inapplicable (3) Information of other accounts receivable written off in the reporting period Inapplicable (4) Other accounts receivable is due from shareholders with more than 5% (including 5%) of the voting shares of the Company Inapplicable (5) Nature or details of other significant accounts receivable Inapplicable (6) Information of top five other accounts receivable Unit: RMB Yuan Name of entity Relationship with the Amount Aging Proportion of the total 100 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Company (%) Unit 1 Related relationship 43,320,000.00 Within one year 58.75% Unit 2 Non-related 17,190,000.00 Within one year 23.31% Unit 3 Non-related 5,301,751.19 Within one year 7.19% Unit 4 Non-related 1,810,595.17 1-2 years 2.46% Unit 5 Non-related 1,568,550.00 1-2 years 2.13% Total -- 69,190,896.36 -- 93.84% (7) Information of the amounts due from related parties Unit: RMB Yuan Name of entity Relationship with the Company Amount Proportion of the total (%) Guangdong Fozhao Guoxuan Associated enterprises 614,853.41 0.83% Power Energy Co., Ltd. Qinhai Fozhao Li Energy Associated enterprises 43,320,000.00 58.75% Exploration Co., Ltd. Total -- 43,934,853.41 59.58% (8) Information of other accounts receivable that terminated recognition Inapplicable (9) If securitization is carried out on other accounts receivable as the underlying assets, please list amount of assets and liabilities arising from further involvement Inapplicable 8. Prepayment (1) List by aging analysis: Unit: RMB Yuan Closing balance Opening balance Aging Proportion Proportion Amount Amount (%) (%) Within 1 year 66,230,033.62 79.30% 10,364,024.71 83.69% 1 year to 2 11,277,125.67 13.50% 1,140,000.00 9.21% years 2 years to 3 5,792,353.30 6.94% 831,986.27 6.72% years 101 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Over 3 years 222,796.27 0.26% 47,416.00 0.38% Total 83,522,308.86 -- 12,383,426.98 -- (2) Information of the top 5 prepayment Unit: RMB Yuan Relationship with the Name of entity Amount Aging Reason for unsettled Company Advance material Unit 1 Related-party supplier 13,464,000.00 Within one year payment Non-related-party Advance material Unit 2 9,332,881.99 Within two years supplier payment Non-related-party Advance material Unit 3 6,836,736.00 Within two years supplier payment Non-related-party Advance material Unit 4 6,018,649.20 Within one year supplier payment Non-related-party Advance material Unit 5 5,003,950.00 Within one year supplier payment Total -- 40,656,217.19 -- -- (3) Information about amount due from shareholders with more than 5% (including 5%) of the voting shares of the Company in prepayment Inapplicable (4) Notes of prepayment Balance of prepayment in the period-end increased RMB 71,138,881.88 compared with the year-begin, accounting to a increase of 574.47%, because of the increase of advanced material payment. 9. Inventory (1) Category Unit: RMB Yuan Closing balance Opening balance Item Impairment of Impairment of Book balance Book value Book balance Book value inventories inventories Raw materials 108,658,417.43 178,720.29 108,479,697.14 83,862,206.49 178,720.29 83,683,486.20 Construction 5,561,158.27 1,956,888.21 3,604,270.06 1,956,894.15 391,372.89 1,565,521.26 contract assets 102 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Inventory goods 275,625,127.32 275,625,127.32 248,832,503.39 248,832,503.39 Self-made semi-finished 110,236,672.45 110,236,672.45 98,555,279.40 98,555,279.40 products Low-value 2,010,697.84 130,691.98 1,880,005.86 2,035,287.92 130,691.98 1,904,595.94 consumption goods Total 502,092,073.31 2,266,300.48 499,825,772.83 435,242,171.35 700,785.16 434,541,386.19 (2) Impairment of inventories Unit: RMB Yuan Provision for this Decrease Category Opening balance Closing balance period Switch back Written off Raw materials 178,720.29 178,720.29 Construction contract 391,372.89 1,565,515.32 1,956,888.21 assets Low-value 130,691.98 130,691.98 consumption goods Total 700,785.16 1,565,515.32 2,266,300.48 (3) Details of provision for falling price of inventories Proportion of the reversed Basis for the inventory falling Reason for reversal of the Item amount in the closing balance price provision inventory falling price provision of the inventory (%) The lower between the cost and Products in process the net realizable value According to the Ferrous Phosphate Lithium Test Report No. KL-E13085 issued by the No. 18 Research Institute of China Electronics Technology Group Corporation, the Company made a falling price provision for the stock of ferrous phosphate lithium of Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. 10. Other current assets Unit: RMB Yuan Item Closing balance Opening balance Pending deduct VAT on purchase 16,477,687.08 2,935,179.47 Total 16,477,687.08 2,935,179.47 Notes of other current assets: Other current assets apply pending deduct VAT on purchase. 103 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 11. Available-for-sale financial assets (1) Information of available-for-sale financial assets Unit: RMB Yuan Item Closing fair value Opening fair value Others 67,343,756.48 71,817,642.40 Total 67,343,756.48 71,817,642.40 In the reporting period, the Company reclassified the held-to-maturity investment into available-for-sale financial assets, a total of RMB0.00 was reclassified, which takes 0% of total matured investment before reclassification. Notes of available-for-sale financial assets On 18 August 2013, China Everbright Bank Co., Ltd. issued its stocks at Shanghai Security Trading Center. The Company obtained 23,546,768.00 shares of China Everbright Bank with fair value in period-end of RMB 67,343,756.48, a decrease of RMB 4,473,885.92 comparing to the year-begin. The Company decreased deferred income tax liability of RMB 671,082.88 and cut RMB 3,802,803.04 of capital reserve. (2) Long-term liability investment of available-for-sale financial assets Inapplicable 12. Held-to-maturity investment Inapplicable 13. Long-term accounts receivable Inapplicable 14. Investment to joint ventures and associated enterprises Unit: RMB Yuan Percentage of Voting Name of Nature of Registration Legal Nature of Registered holding shares percentage of investee enterprises place representative business capital of the the Company Company in investee I. Joint ventures II. Associated enterprises Qinghai FSL Lithium 38% 38% 124,640,260.34 43,720,000.00 80,920,260.34 0.00 -5,152,157.72 Energy Exploitation 104 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Co., Ltd. Guangdong Fozhao Guoxuan 50% 50% 2,743,727.58 -7,894,516.14 10,638,243.72 0.00 -705,907.74 Power Energy Co., Ltd Notes if significant differences exist between the important accounting policies and accounting estimations of joint ventures, associated enterprises and the Company: Inapplicable 15. Long-term equity investment (1) List of long-term equity investment Unit: RMB Yuan Explanati on for indifferen Withdraw ces n Share between Cash Voting impairme Accounti Initial holding the share Impairme bonus in Opening Increase/d Closing percentag nt Investee ng investmen percentag holding nt the balance ecrease balance e in provision method t cost e in percentag provision reporting investee in the investee e and period reporting voting period percentag e in investee Qinghai FSL Lithium Equity 38,000,00 25,351,61 -1,957,81 23,393,79 Energy 38% 38% In accord method 0.00 7.99 9.93 8.06 Exploitati on Co., Ltd. Guangdo ng Fozhao Equity 12,600,00 5,672,075 -352,953. 5,319,121 Guoxuan 50% 50% In accord method 0.00 .73 87 .86 Power Energy Co., Ltd 105 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Shenzhen Liangke Venture Cost 13,718,88 13,718,88 13,718,88 18.5% 18.5% In accord Capital method 2.66 2.66 2.66 Company Limited Guangzh ou Zhujiang Asset Cost 10,000,00 10,000,00 10,000,00 3,298,904 15.38% 15.38% In accord Managem method 0.00 0.00 0.00 .81 ent Company Limited Shenzhen Zhonghao Cost 5,850,000 5,850,000 5,850,000 Less than Less than 5,850,000 In accord (Group) method .00 .00 .00 5% 5% .00 Co., Ltd. Chengdu Hongbo Cost 6,000,000 6,000,000 6,000,000 6.94% 6.94% In accord Industrial method .00 .00 .00 Co., Ltd. Ximen Cost 208,574,2 292,574,1 292,574,1 Bank Co., 7.99% 7.99% In accord method 17.00 33.00 33.00 Ltd. China Guangfa Cost 500,000.0 500,000.0 500,000.0 Less than Less than In accord Bank Co., method 0 0 0 5% 5% Ltd Foshan Fochen Road Cost 20,757,60 9,175,627 9,175,627 Develop 7.66% 7.66% In accord method 0.00 .38 .38 ment Company Limited Hefei Guoxuan High-tech Cost 160,000,0 160,000,0 160,000,0 14.9% 14.9% In accord Power method 00.00 00.00 00.00 Energy Co., Ltd. 476,000,6 528,842,3 -2,310,77 526,531,5 9,148,904 Total -- -- -- -- 99.66 36.76 3.80 62.96 .81 106 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (2) Information of the limitation on the capability to transfer capital to investee Inapplicable 16. Investment property Inapplicable 17. Fixed assets (1) Fixed assets details Unit: RMB Yuan Opening book Decrease in the Closing book Item Increase in the reporting period balance reporting period balance I. Total original book value 1,697,741,571.70 38,470,301.42 63,942,023.01 1,672,269,850.11 Including: Property and 549,704,909.97 13,253,806.91 10,776,182.28 552,182,534.60 building Machineries 1,109,628,117.57 23,888,071.34 52,807,611.57 1,080,708,577.34 Vehicles 19,830,236.32 269,179.86 252,000.00 19,847,416.18 Other equipment 18,578,307.84 1,059,243.31 106,229.16 19,531,321.99 Closing book Opening book Increase in the Withdrawal in the Decrease in the -- balance in balance reporting period reporting period reporting period currency period II. Accumulated 1,157,308,382.29 43,344,540.90 41,438,296.61 1,159,214,626.58 depreciation Including: Property and 305,093,103.58 12,593,303.67 6,417,094.42 311,269,312.83 building Machineries 827,678,477.59 29,160,995.01 34,682,386.49 822,157,086.11 Vehicles 14,086,027.51 624,843.85 239,400.00 14,471,471.36 Other equipment 10,450,773.61 965,398.37 99,415.70 11,316,756.28 Opening book Closing balance in -- -- balance current period III. The net book value of 540,433,189.41 -- 513,055,223.53 fixed assets Including: Property and 244,611,806.39 -- 240,913,221.77 building Machineries 281,949,639.98 -- 258,551,491.23 Vehicles 5,744,208.81 -- 5,375,944.82 107 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Other equipment 8,127,534.23 -- 8,214,565.71 IV. Total impairment 1,288,167.03 -- 1,288,167.03 provision Including: Property and 0.00 -- 0.00 building Machineries 1,288,167.03 -- 1,288,167.03 Vehicles 0.00 -- 0.00 Other equipment 0.00 -- 0.00 V. Total book value of fixed 539,145,022.38 -- 511,767,056.50 assets Including: Property and 244,611,806.39 -- 240,913,221.77 building Machineries 280,661,472.95 -- 257,263,324.20 Vehicles 5,744,208.81 -- 5,375,944.82 Other equipment 8,127,534.23 -- 8,214,565.71 Depreciation amount of this reporting period was RMB43,344,540.90.RMB 34,422,105.09 was transferred into fixed assets from construction project. (2) Fixed assets leased out from operation lease Inapplicable (3) Information of fixed assets failed to accomplish certification of property Inapplicable (4) Notes of fixed assets By 30 June 2013, the Company obtained not financial leasing and possessed fixed assets for sales. 18. Construction in progress (1) Situation of construction in progress Unit: RMB Yuan Closing balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Fuwan Lighting Industrial 20,019,575.22 20,019,575.22 29,903,597.80 29,903,597.80 Park 108 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Furnace 10,941,970.41 10,941,970.41 12,042,118.83 12,042,118.83 Standard C Workshop 0.00 0.00 10,764,104.61 10,764,104.61 Fuwan Industrial Park Lithium Battery 8,431,663.63 8,431,663.63 7,931,663.63 7,931,663.63 Manufacturing Workshop Production lines of T8 and 8,601,701.21 8,601,701.21 7,033,225.95 7,033,225.95 metal-halide lamps The second Workshop of LED 3,325,155.84 3,325,155.84 1,625,986.42 1,625,986.42 LED devices 1,184,908.18 1,184,908.18 880,532.13 880,532.13 Rebuilding of liya line 263,330.13 263,330.13 263,330.13 263,330.13 Production line of lithium iron 16,765,264.44 2,103,083.08 14,662,181.36 16,765,264.44 2,103,083.08 14,662,181.36 phosphate Other 16,415,893.27 16,415,893.27 10,577,829.00 10,577,829.00 Total 85,949,462.33 2,103,083.08 83,846,379.25 97,787,652.94 2,103,083.08 95,684,569.86 (2) Significant changes in construction in progress Unit: RMB Yuan Includin Project g: Capitaliz Transferr input Capitaliz capitaliz Source Name of Opening ed to Other Project ation of Closing Budget Increase percenta ation of ation of of project balance fixed decrease process interest balance ge of interest interest funding assets rate (%) budget this period Fuwan Later Self-own Lighting 30,152,0 29,903,5 6,777,89 16,661,9 period of 20,019,5 66.4% ed Industria 00.00 97.80 4.32 16.90 the 75.22 capital l Park project Later Self-own 11,500,0 12,042,1 14,183,3 15,283,5 period of 10,941,9 95.15% ed 00.00 18.83 57.92 06.34 the 70.41 capital Furnace project Standard Project Self-own C 11,301,6 10,764,1 537,500. 11,301,6 100.00% completi ed 0.00 Worksho 04.61 04.61 00 04.61 on capital p Fuwan Later Self-own 9,966,00 7,931,66 500,000. 8,431,66 Industria 84.6% period of ed 0.00 3.63 00 3.63 l Park the capital 109 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Lithium project Battery Manufac turing Worksho p Producti on lines Later of T8 2,166,59 Self-own 9,746,56 7,033,22 598,116. period of 8,601,70 and 1.46 88.25% ed 5.12 5.95 20 the 1.21 metal-ha capital project lide lamps The Later second Self-own 4,139,29 1,625,98 1,699,16 period of 3,325,15 Worksho 80.33% ed 8.95 6.42 9.42 the 5.84 p of capital project LED Later Self-own LED 1,385,00 880,532. 1,171,89 867,521. period of 1,184,90 85.55% ed devices 0.00 13 7.39 34 the 8.18 capital project Early Self-own Rebuildi 5,000,00 263,330. period of 263,330. 5.27% ed ng of 0.00 13 the 13 capital liya line project Producti on line Later of Self-own 20,000,0 16,765,2 period of 16,765,2 lithium 0.00 83.83% ed 00.00 64.44 the 64.44 iron capital project phosphat e Middle Self-own 37,612,9 10,577,8 13,520,5 6,371,35 1,311,14 period of 16,415,8 Other 43.64% ed 50.45 29.00 66.12 6.60 5.25 the 93.27 capital project 140,803, 97,787,6 40,556,9 34,422,1 17,973,0 85,949,4 Total -- -- -- -- 419.13 52.94 76.63 05.09 62.15 62.33 110 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (3) Impairment provision of construction in progress Unit: RMB Yuan Increase in the Decrease in the Reason for Item Opening amount Closing balance reporting period reporting period withdrawal lithium iron phosphate 2,103,083.08 0.00 0.00 2,103,083.08 production line Total 2,103,083.08 0.00 0.00 2,103,083.08 -- (4) Information of procedures of significant construction in progress Item Project process Note Fuwan Lighting Industrial Park Later period of the item Furnace Later period of the item Standard C Workshop Item complete Fuwan Industrial Park Lithium Battery Later period of the item Manufacturing Plants Production lines of T8 and metal-halide Later period of the item lamps LED No. 2 workshop Later period of the item LED instruments Later period of the item Rebuilding of liya line Early period of the item Production line of lithium iron phosphate Later period of the item (5) Notes of construction in progress — None of each item of the construction in progress has to grant the capitalization of interest and exchange gains and losses. —Mainly of other decreased items in this period are due to the land costs which had carried forward. 111 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 19. Engineering materials Inapplicable 20. Clearance of fixed assets Inapplicable 21. Productive biological assets Inapplicable 22. Oil and gas assets Inapplicable 23. Intangible assets (1) Information Unit: RMB yuan Item Opening balance Increase in this period Decrease in this period Closing balance I. Total original book value 187,934,496.31 16,661,916.90 4,209,700.00 200,386,713.21 Land use right 187,734,496.31 16,661,916.90 4,209,700.00 200,186,713.21 Patent 200,000.00 200,000.00 II. Total accrued amortization 37,510,104.55 1,796,063.59 1,365,912.00 37,940,256.14 Land use right 37,333,437.53 1,786,063.57 1,365,912.00 37,753,589.10 Patent 176,667.02 10,000.02 186,667.04 III. Total net book value of 150,424,391.76 14,865,853.31 2,843,788.00 162,446,457.07 intangible assets Land use right 150,401,058.78 14,875,853.33 2,843,788.00 162,433,124.11 Patent 23,332.98 -10,000.02 0.00 13,332.96 IV. Total impairment 0.00 0.00 0.00 0.00 provision Land use right Patent V. Total book value of 150,424,391.76 14,865,853.31 2,843,788.00 162,446,457.07 intangible assets Land use right 150,401,058.78 14,875,853.33 2,843,788.00 162,433,124.11 112 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Patent 23,332.98 -10,000.02 0.00 13,332.96 Amortization is of RMB 1,796,063.59 in the reporting period. 24. Goodwill Inapplicable 25. Long-term amortization expense Inapplicable 26. Deferred tax assets and liabilities (1) Deferred tax assets and liabilities are not listed as the net value after offset Deferred tax assets and liabilities that already recognized Unit: RMB yuan Item Closing balance Opening balance Deferred income tax assets: Provision for assets impairment 7,168,211.32 4,819,079.54 Deductible losses 2,032,351.34 2,032,351.34 Depreciation of fixed assets 5,840,153.26 9,501,888.63 Payroll payable 3,669,592.37 6,501,646.52 Changes in fair value of trading financial asse 158,545.91 148,090.69 ts Subtotal 18,868,854.20 23,003,056.72 Deferred income tax liabilities: Fair value changes on available-for-sale financial 5,597,742.01 6,268,824.89 assets that recognized into capital reserves Subtotal 5,597,742.01 6,268,824.89 List of taxable differences and deductible differences Unit: RMB yuan Amount of temporary differences Item Closing balance Opening balance Taxable difference items Property depreciation preparation 47,788,075.48 31,469,905.02 Depreciation of fixed assets 38,934,355.04 63,345,924.23 Payroll payable 24,463,949.15 43,344,310.15 113 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Changes in fair value of trading financial assets 1,056,972.70 987,271.25 Undistributed deficit 8,129,405.37 8,129,405.37 Subtotal 120,372,757.74 147,276,816.02 Deductible temporary differences Fair value changes on available-for-sale financial 37,318,280.04 41,792,165.96 assets Subtotal 37,318,280.04 41,792,165.96 (2) Deferred income tax assets and liabilities are listed as the net value after offset Notes of deferred income tax assets and liabilities Unit: RMB yuan Deferred deductible Deferred deductible Deferred income tax Deferred income tax or taxable temporar or taxable temporar assets and liabilities assets and liabilities y differences at the Item y differences at the at the end of the at the opening of the opening of the per end of the period period period iod Deferred income tax assets 18,868,854.20 23,003,056.72 Deferred income tax liabilities 5,597,742.01 6,268,824.89 27. List of provision for assets impairment Unit: RMB yuan Increase in this Decrease in this period Item Opening balance Closing balance period Reversal Written off I. Provision for bad debt 22,350,804.61 16,288,405.88 39.82 38,639,170.67 II. Provision for inventory 700,785.16 1,565,515.32 2,266,300.48 falling price III. Impairment provision of 9,148,904.81 9,148,904.81 long-term equity investment IV. Impairment provision of 1,288,167.03 1,288,167.03 fixed assets V. Impairment provision of 2,103,083.08 2,103,083.08 construction in progress Total 35,591,744.69 17,853,921.20 39.82 53,445,626.07 114 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Notes: Assets impairment increased is due to provision for accounts receivable and other bad debts preparation of accounts receivable. 28. Other non-current assets Unit: RMB yuan Item Closing balance Opening balance Land purchase and the ownership implicit of 41,755,700.00 41,755,700.00 relevant items Prepayments for business facilities 1,543,500.54 786,030.00 Total 43,299,200.54 42,541,730.00 Notes of other non-current assets Other non-current assets are mainly composed of land purchasing, the ownership implicit of relevant items and prepayments for business facilities. 29. Short-term loan Inapplicable 30. Trading financial liabilities Inapplicable 31. Notes payable Inapplicable 32. Accounts payable (1) Information Unit: RMB yuan Item Closing balance Opening balance Accounts payable 461,746,849.65 246,652,513.45 Total 458,090,616.25 246,652,513.45 (2) The accounts payable to shareholders with more than 5% (including 5%) of the voting shares of the Company 115 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Unit: RMB yuan Name of company Closing balance Opening balance Prosperity Lamps & Components Limited 1,431,345.53 0.00 Total 1,431,345.53 0.00 (3) Notes of the large amount of accounts payable aging over one year: The large amount of accounts payable aging over one year mainly is the materials unpaid accounts. 33. Advance from customers (1) Information Unit: RMB yuan Item Closing balance Opening balance Advance from customers 61,854,798.34 19,632,316.50 Total 61,854,798.34 19,632,316.50 (2) Advanced from customers from shareholders with more than 5% (including 5%) of the voting shares of the Company Inapplicable (3) Notes of significant advance from customers aging over one year: Significant advance from customers aging over one year mainly is the advances on sales. 34. Payroll payable Unit: RMB yuan Item Opening balance Increase in this period Decrease in this period Closing balance I. Salary, bonus, 1,870.00 156,863,629.78 156,845,133.78 20,366.00 allowance, subsidy II. Employee welfare 0.00 5,973,865.15 5,973,865.15 III. Social insurance 0.00 23,707,422.07 23,707,422.07 Including: Medical 8,590,381.97 8,590,381.97 insurance premiums Basic endowment i 12,025,954.58 12,025,954.58 nsurance Unemployment 739,188.67 739,188.67 insurance 116 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Work-related injury 1,249,816.78 1,249,816.78 insurance Maternity insurance 1,102,080.07 1,102,080.07 IV. Housing fund 0.00 785,160.00 785,160.00 V. Redemption for terminations of labor 0.00 contract VI. Others 63,084,499.68 835,987.97 19,716,348.97 44,204,138.68 Including: Equity in 63,030,499.68 311,017.00 19,191,378.00 44,150,138.68 centive fund Labour union 524,970.97 524,970.97 expenditure Risk authoritarian 54,000.00 54,000.00 expenditure Total 63,086,369.68 188,166,064.97 207,027,929.97 44,224,504.68 The amounts in arrears of payroll payable are RMB 0. The labor union budget and employee education budget is RMB 524,970.97, and the non-monetary benefits are RMB 0, s well as the compensation for terminating the labor contract is RMB 0. 35. Taxes payable Unit: RMB yuan Item Closing balance Opening balance Value-added tax 7,024,983.95 11,124,036.95 Business tax 83,272.61 494,827.27 Corporate income tax 31,782,290.15 37,238,233.41 Personal income tax 10,240,110.43 102,401.34 Urban maintenance and construction tax 1,277,334.86 1,724,940.48 Other taxes and fares 2,063,749.72 8,307,608.17 Total 52,471,741.72 58,992,047.62 36. Interest payable Inapplicable 37. Dividends payable Inapplicable 117 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 38. Other accounts payable (1) Information Unit: RMB yuan Item Closing balance Opening balance Other accounts payable 28,837,844.99 37,085,568.58 Total 28,837,844.99 37,085,568.58 (2) Other accounts payable from shareholders with more than 5% (including 5%) of the voting shares of the Company Inapplicable (3) Notes of the other large amount accounts payable aging over one year. The other large amount accounts payable aging over one year mainly is the material margin paid by the suppliers. 39. Estimated liabilities Inapplicable 40. Non-current liabilities due within 1 year Inapplicable 41. Other current liabilities Inapplicable 42. Long-term loan Inapplicable 43. Bonds payable Inapplicable 44. Long-term payable Inapplicable 45. Specific payable Inapplicable 118 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 46. Other non-current liabilities Unit: RMB yuan Item Closing balance Opening balance Governmental subsidy Including: Governmental subsidy related to profits 0.00 0.00 Governmental subsidy related to assets. 19,191,441.69 19,353,441.69 Total 19,191,441.69 19,353,441.69 Notes of other non-current liabilities, including each government grants relevant to assets and income received in the reporting period and their closing amounts: Notes of government subsidy listed as follows: Unit: RMB yuan Item Closing balance Opening balance Note Government subsidy Including: 9,852,274.95 9,852,274.95 No 3174 document of Fa-Gai-Tou-Zi (2008) ―Nat Incandescent lamps ional Development and Reform Commission on 2 convert electronic 009 Ten Major Energy Conservation Projects, Cir energy saving lamps cular Economy and Industrial Pollution Treatmen items t Projects in Key Watersheds and Investment Plan of New Add Central Budget 2008‖ Lithium iron 4,400,000.00 4,400,000.00 No.62 document of Ning Kainan Administration phosphate items and Finance [2011] ―Notice on the loan with discount interest and investment subsidies of the second batch of the double hundred‘ project and industrial restructuring projects in 2011 issued in Qinghai Province‖ Lithium battery 2,000,000.00 2,000,000.00 No.534 document of Qingdao Economic cathode material of Investment [2011] 2,750 tons annual output Energy-saving 1,007,499.94 1,084,999.96 Government grant for pointed industry investmen fluorescent lamps of t besides ―4 plus 8‖ industries in 2010 issued by 50 million annual Nanjing Financial Bureau output Lithium iron 1,000,000.00 1,000,000.00 No.136 document of Qingdao Planning and phosphate industry Development [2011] of 2,000 tons annual output Furnace 281,666.80 366,166.78 No. 689 document of NanFuFu desulphurization and [2009] of government of Nanhai District dust removal system ―specific subsidy for the desulfurization project‖ items 119 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 555a/t Lithium 500,000.00 500,000.00 No.12 document of Ning Kainan Administration ferrous sulfate and Finance [2011] ―Notice on the development production items funds issued in Qinghai province for the medium-sized and small enterprises with local characteristics in 2011‖ Lithium ferrous 150,000.00 150,000.00 No.56 document of Ning Kainan Administration sulfate production and Finance [2011] ―Notice on the capital budget technology research for the first patch of research and development of the applications and industrial technology‖ Total: 19,191,441.69 19,353,441.69 47. Share capital Unit: RMB yuan Increase/Decrease (+/-) Opening Capitalization Closing Issuing new balance Bonus shares of public Other Subtotal balance shares reserves Total shares 978,563,745.00 978,563,745.00 48. Treasury stock Inapplicable 49. Special reserves Inapplicable 50. Capital reserves Unit: RMB yuan Item Opening balance Increase in this period Decrease in this period Closing balance Capital premium (share 582,653,147.29 582,653,147.29 capital premium) Other capital reserves 42,938,095.35 3,802,803.04 39,135,292.31 Provision for equity investment 4,514.43 4,514.43 Total 625,595,757.07 0.00 3,802,803.04 621,792,954.03 Notes: —On 18 Agu. 2010, the shares of China Everbright Bank co., LTD listed in Shanghai Securities Trading Center. The Company held 23,546,768.00 shares of Everbright Bank and its closing fair value is RMB 67,343,756.48, decreased in an amount of RMB 4,473,885.92 when compared to the opening fair value. According to the relevant rules, The Company decreased deferred income tax liability of RMB 671,082.88 and cut RMB 3,802,803.04 of capital reserve. 120 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 51. Surplus reserves Unit: RMB yuan Item Opening balance Increase in this period Decrease in this period Closing balance Legal surplus reserves 485,607,963.60 485,607,963.60 Discretional surplus reserves 136,886,568.36 136,886,568.36 Total 622,494,531.96 622,494,531.96 52. Provision for general risk Inapplicable 53. Retained profits Unit: RMB yuan Withdrawal or distributed Item Amount proportion Opening balance of retained profits before 723,452,942.14 -- adjustments Opening balance of retained profits after 723,452,942.14 -- adjustments Add: Net profit attributable to owners of the 153,047,291.37 -- Company Dividend of common stock payable 303,354,760.95 Closing retained profits 573,145,472.56 -- List of adjustment of opening retained profits: 1) RMB000 opening retained profits was affected by retrospective adjustment conducted according to the Accounting Standards for Business Enterprises and relevant new regulations. 2) RMB000 opening retained profits was affected by changes on accounting policies. 3) RMB000 opening retained profits was affected by correction of significant accounting errors. 4) RMB000 opening retained profits was affected by changes in combination scope arising from same control. 5) RMB000 opening retained profits was affected totally by other adjustments. 54. Revenue and Cost of Sales (1) Revenue and Cost of Sales Unit: RMB yuan Item Reporting period Same period of last year Sales of main business 1,182,317,613.69 1,053,241,246.58 Other operating income 25,942,832.37 11,095,877.67 121 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Cost of sales 925,675,209.12 792,978,460.81 (2) Main business (Classified by industry) Unit: RMB yuan Reporting period Same period of last year Industry Revenue of sales Costs of sales Revenue of sales Costs of sales Lighting components and lamps 1,182,317,613.69 909,136,643.67 1,043,293,038.07 781,366,213.55 Revenue of hotels 9,948,208.51 7,316,095.61 Total 1,182,317,613.69 909,136,643.67 1,053,241,246.58 788,682,309.16 (3) Main business (Classified by product) Unit: RMB yuan Reporting period Same period of last year Product Revenue of sales Costs of sales Revenue of sales Costs of sales Lighting components and lamps 1,182,317,613.69 909,136,643.67 1,043,293,038.07 781,366,213.55 Revenue of hotels 9,948,208.51 7,316,095.61 Total 1,182,317,613.69 909,136,643.67 1,053,241,246.58 788,682,309.16 (4) Main business (Classified by area) Unit: RMB yuan Reporting period Same period of last year Area Revenue of sales Costs of sales Revenue of sales Costs of sales Lighting components and lamps: Domestic sales 854,494,345.56 669,777,009.95 727,821,911.07 552,853,906.65 Export sales 327,823,268.13 239,359,633.72 315,471,127.00 228,512,306.90 Revenue of hotels Domestic 9,948,208.51 7,316,095.61 Total 1,182,317,613.69 909,136,643.67 1,053,241,246.58 788,682,309.16 (5) The revenue of sales from the top five customers Unit: RMB yuan Customer Main business revenue Proportion of total business revenue (%) Customer 1 36,306,125.75 3.00% Customer 2 28,636,251.38 2.37% 122 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Customer 3 23,298,724.88 1.93% Customer 4 19,978,405.61 1.65% Customer 5 17,452,839.47 1.44% Total 125,672,347.09 10.39% 55. Contract project incomes Inapplicable 56. Business tax and surcharges Unit: RMB yuan Item Reporting period Same period of last year Calculation and payment standard Business tax 409,637.15 531,867.02 5% of taxable income Urban maintenance and construction 7,714,158.28 5,748,365.40 7% of turnover tax tax Education surtax 5,573,835.89 4,111,763.41 3-5% of turnover tax Others 34,961.20 Total 13,697,631.32 10,426,957.03 -- 57. Selling expenses Unit: RMB yuan Item Reporting period Same period of last year Traffic expenses 21,153,629.91 17,878,656.24 Energy saving product promotion services 832,380.00 3,824,428.36 expenses Wages 12,193,767.40 9,037,350.15 Advertising, business costs 4,688,044.76 7,668,942.23 Commission 1,127,337.29 1,356,104.15 Travel expenses 1,423,080.88 1,585,873.35 Others 3,012,999.84 5,602,526.71 Total 44,431,240.08 46,953,881.19 58. Administration expenses Unit: RMB yuan Item Reporting period Same period of last year 123 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. The worker wages and salaries 13,261,609.74 14,423,324.60 Depreciation expenses 7,942,950.50 7,060,459.58 Tax fees 5,905,536.61 12,988,961.62 Administrative expenses 2,924,002.32 2,844,735.16 Depreciation on intangible assets 1,796,063.59 2,263,962.06 R&D expenses 1,944,808.32 500,000.00 Testing expense 849,289.88 1,322,108.76 Others 43,308,140.57 34,160,813.69 Total 77,932,401.53 75,564,365.47 59. Financial expenses Unit: RMB yuan Item Reporting period Same period of last year Interest expenses -8,345,219.86 -6,953,693.08 Exchange losses 3,317,882.75 -540,017.49 Others 1,063,519.22 334,116.39 Total -3,963,817.89 -7,159,594.18 60. Gains and losses from changes in fair value Unit: RMB yuan Source Reporting period Same period of last year Trading financial assets -69,701.45 64,722.78 Total -69,701.45 64,722.78 61. Investment income (1) List of investment income Unit: RMB yuan Item Reporting period Same period of last year Long-term equity investment income accounted by 14,571,414.00 cost method Long-term equity investment income accounted by -2,310,773.80 -1,218,791.19 equity method Investment income received from holding of 1,365,712.54 3,131,720.14 available-for-sale financial assets 124 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Total -945,061.26 16,484,342.95 (2) Long-term equity investment income accounted by cost method Unit: RMB yuan Same period of last Name of investee Reporting period Reason for increase/decrease year Haven‘t receive the dividend payme Xiamen Bank Inc. 14,571,414.00 nt of the Bank in this period Total 0.00 14,571,414.00 -- (3) Long-term equity investment income accounted by equity method Unit: RMB yuan Same period of last Name of investee Reporting period Reason for increase/decrease year Qinghai Fozhao Lithium Energy -1,957,819.93 124,436.84 Loss in this period Development Co., Ltd. Guangdong Fozhao Guoxuan Power -352,953.87 -1,343,228.03 Loss decreased in this period Battery Co., Ltd. Total -2,310,773.80 -1,218,791.19 -- 62. Impairment losses Unit: RMB yuan Item Reporting period Same period of last year I. Loss on bad debts 16,288,405.88 1,158,138.87 Asset impairment loss on inventories 1,565,515.32 0 Total 17,853,921.20 1,158,138.87 63. Non-operating gains (1) List of non-operating gains Unit: RMB yuan Included in the amount of Item Reporting period Same period of last year the non-recurring gains and losses of the current period Total gains from disposal of non-current 16,786,499.21 16,786,499.21 assets Including:Gains from disposal of fixed 10,337,873.72 10,337,873.72 125 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. assets Gains from disposal of intangible 6,448,625.49 6,448,625.49 assets Government grants 54,481,517.78 382,000.00 302,499.98 Others 412,143.18 501,683.34 412,143.18 Total 71,680,160.17 883,683.34 17,501,142.37 (2) List of government grants Unit: RMB yuan Item Reporting period Same period of last year Notes Province energy-saving special 90,000.00 funds in 2011 Guangdong Province special funds for exploiting international market 71,000.00 in 2010 Special funds for transformation 1,000.00 and upgrading of processing trade Foshan special funds for promoting the development of processing 30,000.00 trade in 2011 Special funds for transformation and upgrading of processing trade 60,000.00 (Project on increasing domestic demands) Foshan special funds for exploiting 30,000.00 international market in 2011 Award for major taxpayer 100,000.00 Financial subsidies of efficient 54,179,017.80 lighting products promoting project Foshan project funding of supporting relevant economic 200,000.00 development items Incentive subsidy funds of No.36 groups of early retirement incen 18,000.00 tive of yellow label car Furnace desulphurization system i 84,499.98 tems Total 54,481,517.78 382,000.00 -- 126 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Notes of non-operating gains: ―Financial subsidies of efficient lighting products promoting project‖ in this period increased in great amount was mainly due to the reference of the affirm income of government energy subsidies of the No.3 Document of State Administration of Taxation (2013). 64. Non-operating expenses Unit: RMB yuan Included in the amount of the non-recurring Item Reporting period Same period of last year gains and losses of the current period Loss on disposal of non-current assets 908,276.06 119,256.76 908,276.06 Including: Loss on disposal of fixed assets 908,276.06 119,256.76 908,276.06 External donation 5,600,000.00 5,600,000.00 Others 4,192,162.77 2,361,959.53 2,881,017.52 Total 10,700,438.83 2,481,216.29 9,389,293.58 65. Income tax expense Unit: RMB yuan Item Reporting period Same period of last year Current income tax expense accounted by tax and relevant 37,895,236.07 25,994,129.93 regulations Adjustment of income tax 1,719,106.18 -377,470.32 Total 39,614,342.25 25,616,659.61 66. Calculation procedure of basic earnings per share and diluted earnings per share (1) 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 shares * the next month for increase of shares/the number of months during the reporting 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 reporting period; Si refers to the number of shares increased due to issuance of new shares or debt for equity swap during the reporting period; Sj refers to the number of shares decreased due to stock repurchase during the reporting period; Sk refers to the number of split-share during the reporting period; M0 refers to the number of months during the reporting period; Mi refers to the number of months from the next month to the end of the reporting period for increase of shares; Mj refers to the number of months from the next month to the end of the reporting period for decrease of shares 127 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Denominator of EPS for 2012 and 2011 being: S= 978,563,745 shares (2) 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. 67. Other comprehensive income Unit: RMB yuan Item Reporting period Same period of last year 1. Profits/(losses) from available-for-sale financial assets -4,473,885.92 -235,467.68 Less: Effects on income tax generating from available-for-sale -671,082.88 -35,320.15 financial assets Subtotal -3,802,803.04 -200,147.53 Total -3,802,803.04 -200,147.53 68. Notes of Cash Flow Statement (1) Other cash received relevant to operating activities Unit: RMB yuan Item Amount Equity transfer in advance 17,200,000.00 Interests on deposit 8,337,902.92 Scrap revenues 2,552,937.61 Property and rental income 812,350.42 Interest on deposits 930,000.00 Others 1,319,817.69 Total 31,153,008.64 128 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (2) Other cash paid relevant to operating activities Unit: RMB yuan Item Amount Offering the grants in aid to the joint ventures 43,320,000.00 Transportation fees 27,848,017.59 Advertising fees 4,688,044.76 Energy-saving promotion fees 832,380.00 Office expenses 3,387,890.98 Travel expenses 1,423,080.88 Commissions 1,127,337.29 Donations, punishment and compensations 8,501,933.32 Margins 1,860,660.00 Spare parts, maintenances, and service charges 2,956,475.14 Audit fees, legal fees, appraisal fees, inspection fees 4,017,433.22 Others 6,628,881.21 Total 106,592,134.39 (3) Other cash received relevant to investment activities Inapplicable (4) Other cash paid relevant to investment activities Inapplicable (5) Other cash received relevant to financing activities Inapplicable (6) Other cash paid relevant to financing activities Inapplicable 69. Supplemental information for Cash Flow Statement (1) Supplemental information for Cash Flow Statement Unit: RMB yuan Supplemental information Reporting period Same period of last year 129 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 1. Reconciliation of net profit to net cash flows generated -- -- from operations: Net profit 152,984,477.08 133,749,788.23 Add: Provision for assets impairments 17,853,921.20 1,158,138.87 Depreciation of fixed assets, oil-gas assets and productive 43,344,540.90 47,683,848.31 biological assets Amortization of intangible assets 1,796,063.59 2,163,962.06 Losses/gains on disposal of property, intangible asset and -15,475,353.96 119,256.76 other long-term assets (gains: negative) Losses/gains on scrapped of fixed assets (gains: 908,276.06 negative) Losses/gains from variation of fair value (gains: negative) 69,701.45 -64,722.78 Financial cost (income: negative) 2,050,576.88 237,375.56 Investment loss (gains: negative) 945,061.26 -16,484,342.95 Decrease in deferred tax assets (increase: negative) 4,134,202.52 594,502.96 Increase in deferred tax liabilities (decrease: negative) -65,284,386.64 4,800,612.27 Decrease in inventory (increase: negative) -243,976,257.07 -13,839,413.51 Decrease in accounts receivable from operating activities 112,361,429.34 74,366,509.05 (increase: negative) Net cash flows generated from operating activities 11,712,252.61 234,485,514.83 2. Significant investing and financing activities without -- -- involvement of cash receipts and payments 3. Change of cash and cash equivalent: -- -- Closing balance of Cash 736,404,066.66 926,267,115.32 Less: opening balance of cash 985,450,890.74 690,691,751.15 The net increase in cash and cash equivalents -249,046,824.08 235,575,364.17 (2)Relevant information of acquisition or disposal of subsidiaries and other operation entities in the reporting period Unit: RMB yuan Supplemental information Reporting period Same period of last year I. Relevant information on acquisition of subsidiaries and -- -- other operation entities: Cash and cash equivalents paid for acquisition of subsidiaries and other operation entities II. Relevant information on disposal of subsidiaries and -- -- other operation entities 130 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Cash and cash equivalents received for disposal of 8,620,727.49 subsidiaries and other operation entities 物 (3)Composition of cash and cash equivalents Unit: RMB yuan Item Closing balance Opening balance I. Cash 736,404,066.66 985,450,890.74 Including: Cash on hand 11,528.77 4,646.82 Bank deposit on demand 720,577,207.59 980,371,648.14 Other monetary funds on demand 15,815,330.30 5,074,595.78 II. Closing balance of cash and cash equivalents 736,404,066.66 985,450,890.74 70. Notes to statement of changes in owners’ equity Inapplicable VIII. Accounting treatment of assets securitization business Inapplicable IX. Related Parties and Related-party Transactions 1. Information of the parent company of the Company Inapplicable 2. Information of subsidiaries of the Company Unit: RMB yuan Percentage Legal Percentage Business Registered Business Registered of Organizatio Full name Type representati of voting type place nature capital Shareholdin n code ve right (%) g (%) Manufacturi Foshan ng Chansheng 64 Fenjiang electronic Controlled Limited 1,000,000.0 Electronic North Road, Pan Jie ballasts, 75% 75% 75207544-3 subsidiary company 0 Ballast Co., Foshan electronic Ltd. transformer s and 131 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. electronic triggers. Production and operation of lamps, electric Foshan Cangjiang light source Chanchang Industrial products Electric Controlled Limited Park, Zhong 72,782,944. and 70% 70% 77920377-5 Appliance subsidiary company Gaoming Xincai 00 accessories, (Gaoming) District, installation Co., Ltd. Foshan and related engineering and consulting business. Research, developmen t, production Foshan Cangjiang and sales of Taimei Industrial lighting, Times Controlled Limited Park, Zhong household 500,000.00 70% 70% 78203558-1 Lamps and subsidiary company Gaoming Xincai appliances Lanterns District, and Co., Ltd. Foshan accessories and other lighting products. Production of energy-savi Nanjing ng Fozhao Honglan photoelectri Lighting Town, c source Controlled Limited Zhong 41,683,200. 74539880- Component Lishui products, 100% 100% subsidiary company Xincai 00 X s County, lamps and Manufacturi Nanjing lanterns, ng Co., Ltd. light source equipments, illumination engineering; 132 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. technologic al developmen t of energy-savi ng and production of relevant components ; sales of self-product ion products R&D and production of electric Hefu Road light source E., lamp Foshan Cangjiang products Lighting Controlled Limited Industrial Zhong and relevant 5,000,000.0 Lamps and 100% 100% 68638090-8 subsidiary company Park, Xincai electric 0 Lanterns Gaoming engineering Co., Ltd. District, materials, Foshan metal material and non-metal material Production and sales of electric light source equipment and electric 428, Office light source Foshan Building, products, Electrical & Managemen Controlled Limited Zhong sales of 10,000,000. Lighting t Board, 100% 100% 68818685-0 subsidiary company Xincai accessories 00 (Xinxiang) Xinxiang of electric Co., Ltd. Industrial light source, Park, Henan electric light source materials, electric engineering materials, 133 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. accessories for motor vehicles, lamps and components 4/F, 26 Qinghai Chuangye Production Fozhao Road, and sales of Lithium Ion Controlled Limited Nanchuan Zhong lithium ion 42,000,000. Battery 51% 51% 69854199-1 subsidiary company Industrial Xincai battery 00 Cathode Park cathode Materials District, materials Co., Ltd Xining Financing lease, lease, consultancy and guarantee of lease; financing lease of Guangdong new-energy Fozhao 64 Fenjiang Controlled Limited Liu mobile and 200,000,000 Financial North Road, 100% 100% 57641298-0 subsidiary company Xingming main .00 Leasing Foshan components Co., Ltd. , lighting and energy-savi ng products, as well as some project R&D and Foshan production Nanhai of electric Foshan District light source Lighting Controlled Limited Luocun Liu lamp prod 15,000,000. 100% 100% 06851850-0 Equipment subsidiary company Town Xingming ucts and el 00 Co., Ltd. Business ectric light Industrial source pro Zone ducts, sales of accesso 134 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. ries of elec tric light s ource, elect ric light so urce materi als, electric engineerin g materials, sales of li ghting and accessories, electric en gineering materials, a ccessories f or motor v ehicles, ho usehold ap pliances, el ectrical soc ket and sw itch, fire fi ghting prod ucts, ventilation equipment, LED products… 3. Information of joint ventures and associated enterprises Percentage Legal Name of Business Registered Business Registered of Relationshi Organizatio representati Currency investee type address nature capital shareholdin p n code ve g (%) I. Joint ventures II. Associated enterprises Qinghai Comprehen FSL sive develo Share Lithium Limited Zhong pment and Qinghai 100,000,000 38% 38% company 69918800-2 Energy company Xincai utilization Exploitation of salt lake Co., Ltd. resources 135 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. R&D, Guangdong production Fozhao and sales of Share Guoxuan Limited Foshan Li Zhen lithium-ion 50,000,000 50% 50% company 57787827-2 Power company battery and Energy Co., its control Ltd. system 4. Information of other related parties of the Company Name of other related party Relationship Organization code Prosperity (Hangzhou) Lighting and Holding 5% or more shares of a legal 74203276-5 Electrical Co., Ltd. person acting in concert Hangzhou Times Lighting and Electrical Holding 5% or more shares of a legal 67918465-0 Co., Ltd. person acting in concert Holding 5% or more shares of a legal Prosperity Electrical (China) Co., Ltd. 60136020-4 person acting in concert Shareholder holding more than 5% Prosperity Lamps & Components Limited 250727 equity of the Company Zhejiang Youchang Lighting Appliance Holding 5% or more shares of a legal Canceled Co., Ltd. person acting in concert Prosperity (Xinxiang) Electro-Optical Holding 5% or more shares of a legal 76946523-7 Machinery Co., Ltd person acting in concert Prosperity (Xinxiang) Lighting Machinery Holding 5% or more shares of a legal 68568572-6 Co., Ltd. person acting in concert Prosperity Lewanli (Hangzhou) Metal Holding 5% or more shares of a legal 79969289-5 Products Co., Ltd. person acting in concert Jinzhou Youxin Electronic Materials Co., Related natural person as a director of the 76540062-0 Ltd. Company Holding 5% or more shares of a legal Fuyu Industrial Co., Ltd. 220562 person acting in concert Holding 5% or more shares of a legal Gengduoliang Lighting Co., Ltd. 293573 person acting in concert Jinzhou Changhua Carbon Products Co., Related natural person as a director of the 78878801-5 Ltd. Company Related natural person as a director of the Prosperity Nanlong Co., Ltd. 561342 Company Related natural person as a director of the Nanlong Investment Co., Ltd. 147431 Company 136 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Related natural person as a director of the Xiangguang Appliance Co., Ltd. 06585123 Company Holding 5% or more shares of a legal OSRAM Holdings Limited 909380 person Holding 5% or more shares of a legal OSRAM (China) Lighting Co., Ltd. 61763873-3 person acting in concert Holding 5% or more shares of a legal OSRAM (Hong Kong) Co., Ltd. 1098945 person acting in concert Holding 5% or more shares of a legal OSRAM (Asia-Pacific) Co., Ltd. 1022109 person acting in concert Related natural person as a director of the OSRAM (Youchang) Co., Ltd. 530385 Company Related natural person as a director of the Guangzhou Zhongde Electronic Co., Ltd. 61878662-3 Company Related natural person as a director of the OSRAM Electronic Co., Ltd. 408480 Company Related natural person as a director of the OSRAM (Taiwan) Inc. 23060514 Company Prosperity Xiteke Lighting (Langfang) Co., Related natural person as a director of the 75752065-7 Ltd. Company OSRAM Opto Semiconductor (China) Co., Related natural person as a director of the 05524191-X Ltd. Company Related natural person as a director of the OSRAM Opto Semiconductors Asia Ltd. 1161648 Company Holding 5% or more shares of a legal OSRAM Australia pty., Ltd. ACN 050 103 181 person acting in concert Related natural person as a director of the OSRAM India Pvt. Ltd. U31501HR1993PTC034712 Company Related natural person as a director of the OSRAM Korea Co Ltd. 110111-0546072 Company Related natural person as a director of the OSRAM Malaysia Sdn. Bhd. 491867-X Company Related natural person as a director of the OSRAM Thailand Co Ltd. 0105537083620 Company OSRAM Opto Semiconductors(Malaysia) Related natural person as a director of the 11935-P Sdn Bhd. Company Related natural person as a director of the Siteco Lighting(Malaysia) Sdn Bhd 315345-A Company 137 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Related natural person as a director of the OSRAM Pte Ltd. 198900394M Company Holding 5% or more shares of a legal Prosperity Electric Corporation 49296 person acting in concert Holding 5% or more shares of a legal Leigh Co., Ltd 58986 person acting in concert Shanghai Beiyi Lighting Equipment Co., Company affected by related natural 74959758-2 Ltd. person Shanghai Haiyue Screen Co., Ltd. Associated natural control of the Company 75318366-5 Shanghai Zhuowang International Trade Associated natural control of the Company 69878181-3 Co., Ltd. Qinghai Salt Lake Fozhao Lanke Lithium Subsidiary of associated enterprises 78143985-9 Industry Co., Ltd. Swanki (Foshan) Electric Corporation Associated natural control of the Company 66984855-6 Zlamp (Foshan) Enterprise Co., Ltd. Associated natural control of the Company 71470205-5 Qinghai Power New Energy Material Co., Company affected by related natural 67918465-0 Ltd. person (HK) Qinghai Tianji Rare Elements Company affected by related natural Technology Development Co., Ltd., person Shanghai Liangqi Electrical Appliance Co., Associated natural control of the Company Canceled Ltd. Foshan Nanhai Guangming Electric Associated natural control of the Company X1765759-4 Appliance Co., Ltd. Foshan Gaoming District Ruibeike Electric Company affected by related natural 78203960-0 Lighting Source Materials Co., Ltd. person Company affected by related natural Foshan Feidelun Electric Co., Ltd. 56082515-8 person Xiamen Jiandawei Optoelectronics Associated natural control of the Company 57502784-5 Technology Co., Ltd Nanjing Kaixiang Electric Lighting Source Company affected by related natural 79710047-0 Co., Ltd. person Haolin Lighting & Electrical Department Company affected by related natural of Foshan Chancheng District person Foshan Hongbang Electrical & Lighting Company affected by related natural 72649983-2 Co., Ltd. person Foshan Gaoming Shijia Lighting Co., Ltd. Associated natural control of the Company 66496642-2 Foshan Nanhai District Luocun Associated natural control of the Company 74997476-3 TuoxiangPlastic Hardware Lighting 138 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Factory Foshan Gaoming District Liangqi Associated natural control of the Company 66496641-4 Appliance Co., Ltd. Ruibeike North American Investment Co., Associated natural control of the Company Ltd. (Canada) Shenyang Zhongzhou Shenghua Financial Associated natural control of the Company 78874823-2 Management Ltd. Associated natural person as executives Liaoning Huize CPA Limited of the Company 24333962-3 5. Related-party transactions (1) Purchase of goods and acceptance of service Unit: RMB yuan Pricing method Reporting period Same period of last year and Content of the Related party decision-making Proportio Proportio transaction Amount Amount procedures for the n (%) n (%) transaction Hangzhou Times Lighting and Purchase of materials Market price 6,495.72 0% Electrical Co., Ltd. Prosperity Electrical Purchase of materials Market price 14,826,972.16 1.43% 1,325,908.88 0.2% (China) Co., Ltd. OSRAM (China) Purchase of materials Market price 62,400.00 0.01% Lighting Co., Ltd. Prosperity Lamps & Purchase of materials Market price 2,124,394.74 0.2% 3,538,731.82 0.54% Components Limited Prosperity (Xinxiang) Purchase of materials Market price 29,709.50 0% Electro-Optical Machinery Co., Ltd. Prosperity XitekeLighting Purchase of materials Market price 1,352,030.73 0.13% (Langfang) Co., Ltd. Prosperity (Xinxiang) Lighting Purchase of materials Market price 73,525.00 0.01% Machinery Co., Ltd Zlamp (Foshan) Purchase of materials Market price 42,706.50 0.01% Enterprise Co., Ltd. 139 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Nanjing Kaixiang Electric Lighting Purchase of materials Market price 3,042,565.63 0.46% Source Co., Ltd. Foshan Feidelun Purchase of materials Market price 11,485,828.88 1.75% Electric Co., Ltd. Xiamen Jiandawei Optoelectronics Purchase of materials Market price 2,667,038.80 0.41% Technology Co., Ltd Foshan Nanhai Guangming Electric Purchase of materials Market price 1,604,717.74 0.24% Appliance Co., Ltd. Prosperity Lamps & Purchase of Market price 1,340,388.53 3.44% Components Limited equipments Prosperity(Xinxiang) Purchase of Electro-Optical Market price 122,913.12 0.02% equipments Machinery Co., Ltd. Prosperity Purchase of (Xinxiang) Lighting Market price 720,598.29 1.85% equipments Machinery Co., Ltd Sales of goods and rendering of service Unit: RMB yuan Pricing method Reporting period Same period of last year and Content of the Related party decision-making Proportio Proportio transaction Amount Amount procedures for the n (%) n (%) transaction Prosperity (Hangzhou) Lighting Sales of products Market price 2,511,662.66 0.15% 200,536.41 0.02% and Electrical Co., Ltd. Prosperity Electrical Sales of products Market price 507,807.33 0.03% 915,636.05 0.09% (China) Co., Ltd. OSRAM (China) Sales of products Market price 5,577,548.29 0.34% 8,061,088.70 0.76% Lighting Co., Ltd. Prosperity Lighting Sales of products Market price 23,298,724.88 1.44% 31,828,850.58 2.98% Equipment Co., Ltd. OSRAM (Asia-Pacific) Co., Sales of products Market price 13,026.17 0.00% Ltd. Swanki (Foshan) Sales of products Market price 1,330,543.30 0.12% 140 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Electric Corporation Zlamp (Foshan) Sales of products Market price 1,512,785.15 0.14% Enterprise Co., Ltd. Foshan Hongbang Electrical & Lighting Sales of products Market price 5,326,231.90 0.5% Co., Ltd. Foshan Feidelun Sales of products Market price 6,123,165.25 0.57% Electric Co., Ltd. Nanjing Kaixiang Electric Lighting Sales of products Market price 2,155,057.53 0.2% Source Co., Ltd. Haolin Lighting & Electrical Department of Sales of products Market price 200,564.03 0.02% Foshan Chancheng District (2) Information of related party trust/contract Inapplicable (3) Information of related-party lease Rental situation of the Company Unit: RMB yuan Rental income Category of the Pricing basis for Name of lessor Name of lessee Initial date Ending date recognized in the leased assets the rental income reporting period Guangdong Foshan Electrical Fozhao Guoxuan and Lighting Co., Plants 1, Apr, 2012 31, Mar, 2013 Negotiated price 122,005.78 Power Energy Ltd. Co., Ltd. Lease situation of the Company Inapplicable (4) Information of related-party guarantee Inapplicable (5) Related-party call loan Inapplicable 141 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (6) Information about assets transfer, debt reorganization of related parties Inapplicable (7) Other related-party transaction —Sales commission paid The Company signed a Product Sales Commission Agreement with Prosperity Lamps & Components Limited, paying the relevant commissions with a certain ratio (3%~5%) of the actual amount of goods purchased by Prosperity Lamps & Components Limited from it, and the total commission paid by the Company in the first half year of 2013stood at RMB 952,980.69. —Power charge The Company collected a power charge of RMB 42,678.62 from Guangdong Fozhao Guoxuan Power Energy Co., Ltd. in the first half year of 2012. 6. Amounts due from/to related parties Amount due from related parties Unit: RMB yuan Closing balance Opening balance Name Related party Provision for bad Provision for bad Book balance Book balance debts debts Prosperity (Hangzhou) Lighting Accounts receivable 2,478,190.94 148,691.46 806,749.31 48,404.96 and Electrical Co., Ltd. Prosperity Electrical Accounts receivable 501,380.72 30,082.84 456,177.84 27,370.67 (China) Co., Ltd. OSRAM (China) Accounts receivable 4,313,398.37 258,803.90 3,488,281.07 209,296.86 Lighting Co., Ltd. Prosperity Lamps & Accounts receivable 7,885,885.66 473,153.14 9,094,765.88 545,685.95 Components Limited OSRAM Accounts receivable (Asia-Pacific) Co., 6,613.24 396.79 Ltd. Guangdong Fozhao Other accounts receivable Guoxuan Power 614,853.41 36,891.20 342,799.42 20,567.97 Energy Co., Ltd. Qinghai FSL Lithium Other accounts receivable Energy Exploitation 43,320,000.00 2,599,200.00 Co., Ltd. 142 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Amount due to related parties Unit: RMB yuan Name Related party Closing balance Opening balance Guangdong Fozhao Guoxuan Other amounts payable 300.00 300.00 Power Energy Co., Ltd. F1, No.13 Shop, No.18 of Other amounts payable Fenjiang North Road (Zhong 2,100.00 Yongliang) Zlamp (Foshan) Enterprise Accounts payable 262.39 26,272.39 Co., Ltd. Foshan Nanhai Guangming Accounts payable 23,686.61 Electric Appliance Co., Ltd. Hangzhou Times Lighting and Accounts payable 6,495.72 Electrical Co., Ltd. Prosperity Electrical (China) Accounts payable 7,814,530.49 Co., Ltd. OSRAM (China) Lighting Accounts payable 62,400.00 Co., Ltd. Prosperity Lamps & Accounts payable 1,431,345.53 Components Limited Prosperity (Xinxiang) Accounts payable 11,179.50 Lighting Machinery Co., Ltd. Foshan Feidelun Electric Co., Advance from customer 34,444.42 Ltd. Nanjing Kaixiang Electric Advance from customer 1,307.74 Lighting Source Co., Ltd. Prosperity Electrical (China) Advance from customer 13,464,000.00 Co., Ltd. Prosperity (Xinxiang) Advance from customer 472,419.00 Lighting Machinery Co., Ltd. (X) Share-based Payment 1. Overview of share-based payment Inapplicable 2. Information of equity-settled share-based payment Inapplicable 143 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 3. Information of cash-settled share-based payment Inapplicable 4. Information of share-based payment service Inapplicable 5. Modification, termination of share-based payment Inapplicable (XI) Contingency Inapplicable (XII) Commitments Inapplicable (XIII)Events after the Balance Sheet Date According to the “Proposal on Transferring Equity-holdings in Shenzhen Liangke Venture Capital Company Limited” reviewed and approved at the 18th Session of the 6th Board of Directors on 28 Jun. 2012, up to 1 Jul. 2013, the Company had received all the transfer payment. On 22 Aug. 2013, the transfer of the 18.5% stake that the Company had held in Shenzhen Liangke Venture Capital Company Limited was completed, generating a gain about RMB 8.97 million. (XIV)Notes of other significant events 1. Exchange of non-monetary assets Naught 2. Debt reorganization Naught 3. Business combination Naught 4. Lease Naught 5. Closing financial instruments that externally issued and convertible into shares Naught 144 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 6. Fair value of assets and liabilities Unit: RMB yuan Included in the rig Gains and losses of hts and interests o Provision for Item Opening amount fair value in this f the cumulative c impairment in this Closing amount period hanges in the fair period value Financial assets 1.Financial assets recognized into current gains and losses by 4,012,728.75 -69,701.45 3,943,027.30 calculated in fair value (excluded derivative financial assets) 2. Available-for-sale 71,817,642.40 -4,473,885.92 67,343,756.48 financial assets Subtotal of financial 75,830,371.15 -69,701.45 -4,473,885.92 71,286,783.78 assets Subtotal 75,830,371.15 -69,701.45 -4,473,885.92 71,286,783.78 Financial liabilities 0.00 0.00 7. Foreign financial assets and liabilities Inapplicable 8. Main content of pension plans and significant changes Inapplicable (XV) Notes of main items in the financial statements of the parent Company 1. Accounts receivable (1) Accounts receivable Unit: RMB yuan Closing balance Opening balance Book balance Provision for bad debts Book balance Provision for bad debts Category Propo Proporti Proporti Proporti Amount rtion Amount Amount Amount on (%) on (%) on (%) (%) 145 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Accounts receivable with significant single amount and individually 0.00 0% 0.00 0% 0.00 0% 0.00 0% withdrawn bad debt provision Accounts receivable for which bad debt provisions are made on the group basis 89.17 Ordinary business group 570,079,691.16 34,204,781.47 6% 342,362,672.46 89.27% 20,541,760.35 6% % 10.83 Internal business group 69,203,850.22 41,135,699.60 10.73% % Subtotal of the groups 639,283,541.38 100% 34,204,781.47 5.35% 383,498,372.06 100% 20,541,760.35 5.36% Accounts receivable with insignificant single amount but individually 0.00 0% 0.00 0% 0.00 0% 0.00 0% withdrawn bad debt provision Total 639,283,541.38 -- 34,204,781.47 -- 383,498,372.06 -- 20,541,760.35 -- In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision: √ Applicable □ Inapplicable Unit: RMB yuan Closing balance Opening balance Book balance Book balance Aging Proporti Bad debt provision Proporti Bad debt provision Amount Amount on (%) on (%) Including: -- -- -- -- -- -- Within 1 year 492,667,223.74 86.42% 29,560,033.42 334,314,599.78 97.65% 20,058,875.99 1-2 years 73,911,455.26 12.97% 4,434,687.32 6,889,843.55 2.01% 413,390.61 2-3 years 3,501,012.16 0.61% 210,060.73 1,109,827.23 0.32% 66,589.63 Over 3 years 0.00 0.00% 0.00 48,401.90 0.01% 2,904.12 Total 570,079,691.16 -- 34,204,781.47 342,362,672.46 -- 20,541,760.35 In the groups, accounts receivable adopting other methods to withdraw bad debt provision: √ Applicable □ Inapplicable Unit: RMB yuan Name of the groups Book balance Bad debt provision Internal business group 69,203,850.22 0.00 Total 69,203,850.22 0.00 146 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (2) Information of accounts receivable reversed or recovered in the reporting period Inapplicable (3) Information of accounts receivable that written off in the reporting period Unit: RMB yuan Whether arising Name of company Nature Date Amount Reason from related-party transaction or not Estimated to be Small verification Payment for goods 10 June. 2013 39.82 No irrecoverable Total -- -- 39.82 -- -- Notes: The small verification had been estimated to be irrecoverable. (4)Information of shareholders with more than 5% (including 5%) of the voting shares of the Company in accounts receivable in reporting period Unit: RMB yuan Closing balance Opening balance Name of entity Withdrawal amount Withdrawal amount of Book balance Book balance of bad debts bad debts Prosperity Lamps & Components 7,885,885.66 473,153.14 9,094,765.88 545,685.95 Limited Total 7,885,885.66 473,153.14 9,094,765.88 545,685.95 (5) Nature or content of other accounts receivable with significant amount Inapplicable (6) Top five accounts receivable Unit: RMB yuan Name of company Relationship Amount Term Proportion (%) Company 1 Non-related party 73,556,455.20 Within one year 11.51% Company 2 Non-related party 26,354,116.07 Within two years 4.12% Company 3 Non-related party 15,521,693.50 Within two years 2.43% Company 4 Non-related party 13,562,625.79 Within two years 2.12% Company 5 Non-related party 11,573,235.00 Within one year 1.81% Total -- 140,568,125.56 -- 21.99% 147 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (7) Accounts receivable due from related parties Unit: RMB yuan Name of company Relationship Amount Proportion (%) Prosperity (Hangzhou) Holding 5% or more shares of a Lighting and Electrical Co., 391,234.22 0.06% legal person acting in concert Ltd. Prosperity Electrical (China) Holding 5% or more shares of a 501,380.72 0.08% Co., Ltd. legal person acting in concert OSRAM (China) Lighting Holding 5% or more shares of a 4,313,398.37 0.67% Co., Ltd. legal person acting in concert Prosperity Lamps & Holding 5% or more shares of a 7,885,885.66 1.23% Components Limited legal person OSRAM (Asia-Pacific) Co., Holding 5% or more shares of a 6,613.24 0.00% Ltd. legal person acting in concert Total -- 13,098,512.21 2.04% (8) RMB0.00 was transferred from the accounts receivable not meeting the conditions of termination recognition. (9) If securitization is carried out on accounts receivable as the underlying asset, please brief on the arrangement of relevant transactions. Inapplicable 2. Other accounts receivable (1) Other accounts receivable Unit: RMB yuan Closing balance Opening balance Provision for bad Book balance Provision for bad debts Book balance debts Category Propo Propo Propo Propo Amount rtion Amount rtion Amount rtion Amount rtion (%) (%) (%) (%) Other accounts receivable with significant single 50.35 amount and individually 17,190,000.00 17% 41,710,000.00 % withdrawn bad debt provision 148 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Other accounts receivable for which bad debt provisions are made on the group basis 52.57 13.82 Ordinary business group 53,148,772.55 3,188,926.35 6% 11,445,824.68 686,749.49 6% % % 30.32 Internal business group 30,657,697.53 29,574,234.18 35.7% % 82.89 49.52 Subtotal of the groups 83,806,470.08 3,188,926.35 41,020,058.86 686,749.49 1.67% % % Other accounts receivable with insignificant single amount but individually 106,552.50 0.11% 106,552.50 100% 106,552.50 0.13% 106,552.50 100% withdrawn bad debt provision Total 101,103,022.58 -- 3,295,478.85 -- 82,836,611.36 -- 793,301.99 -- Other accounts receivable with significant single amount and individually withdrawn bad debt provision at period-end: In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision: √ Applicable □ Inapplicable Unit: RMB yuan Content of other accounts Book balance Bad debts provision Withdrawal proportion Withdrawal reason receivable Foshan Gaoming District Trading Center for 17,190,000.00 0.00 0% Land tender deposit Tendering and Bidding Total 17,190,000.00 0.00 -- -- In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision: √ Applicable □ Inapplicable Unit: RMB yuan Closing balance Opening balance Book balance Book balance Aging Proporti Bad debt provision Proporti Bad debt provision Amount Amount on (%) on (%) Including: -- -- -- -- -- -- Within 1 year 50,638,016.07 95.28% 3,038,280.96 8,445,314.98 73.79% 506,718.90 1-2 years 2,066,872.99 3.89% 124,012.38 2,496,171.43 21.81% 149,770.29 2-3 years 14,735.02 0.03% 884.10 170,809.63 1.49% 10,248.58 Over 3 years 429,148.47 0.80% 25,748.91 333,528.64 2.91% 20,011.72 Total 53,148,772.55 -- 3,188,926.35 11,445,824.68 -- 686,749.49 In the groups, other accounts receivable adopting other methods to withdraw bad debt provision: √ Applicable □ Inapplicable 149 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Unit: RMB yuan Name of the groups Book balance Bad debt provision Internal business group 30,657,697.53 0.00 Total 30,657,697.53 0.00 Other accounts receivable with insignificant single amount but individually withdrawn bad debt provision at period-end: √ Applicable □ Inapplicable Unit: RMB yuan Content of other accounts Book balance Bad debts provision Withdrawal proportion Withdrawal reason receivable Fangcheng County Yuli Estimated to be 106,552.50 106,552.50 100% Glass Tube Co., Ltd. irrecoverable Total 106,552.50 106,552.50 -- -- (2) Information of other accounts receivable reversed or recovered in the reporting period Inapplicable (3) Information of the write-off other accounts receivable Inapplicable (4) The other accounts receivable due from shareholders with more than 5% (including 5%) of the voting shares of the Company in the reporting period Inapplicable (5) Nature or content of other accounts receivable with significant amount Inapplicable (6) Top five other accounts receivable Unit: RMB yuan Name of company Relationship Amount Term Proportion (%) Company 1 Joint venture 43,320,000.00 Within 1 year 42.85% Company 2 Non-related party 17,190,000.00 Within 1year 17% Company 3 Non-related party 5,301,751.19 Within 1 year 5.24% Company 4 Non-related party 1,568,550.00 1 to 2 years 1.55% Company 5 Joint venture 614,853.41 Within 1 year 0.61% Total -- 67,995,154.60 -- 67.25% (7) Other account receivable due from related parties Unit: RMB yuan 150 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Name of company Relationship Amount Proportion (%) Guangdong Fozhao Guoxuan Joint venture 614,853.41 0.61% Power Energy Co., Ltd. Qinghai FSL Lithium Energy Joint venture 43,320,000.00 42.85% Exploitation Co., Ltd. Total -- 43,934,853.41 43.46% (8) RMB 000 was transferred from the other accounts receivable not meeting the conditions of termination recognition. (9) If securitization is carried out on accounts receivable as the underlying asset, please brief on the arrangement of relevant transactions. Inapplicable 3. Long-term equity investments Unit: RMB yuan Explanati ons on Withdraw difference al amount s between of Cash Sharehold Voting sharehold Provision Accounti Initial impairme bonus in The Opening Increase/ Closing ing right ing for ng investmen nt the investee balance decrease balance Proportio Proportio proportio impairme method t cost provision reporting n n n and nt loss in the period voting reporting right period proportio n Subsidiar y Foshan Chanshen g Cost 750,000.0 750,000.0 750,000.0 75% 75% In accord Electroni method 0 0 0 c Ballast Co., Ltd. Foshan Chanchan Cost 42,000,00 42,000,00 42,000,00 70% 70% In accord g Electric method 0.00 0.00 0.00 Applianc 151 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. e (Gaoming ) Co., Ltd. Foshan Taimei Times Cost 350,000.0 350,000.0 350,000.0 Lamps 70% 70% In accord method 0 0 0 and Lanterns Co., Ltd. Nanjing Fozhao Lighting Equipm Cost 72,000,00 72,000,00 72,000,00 100% 100% In accord ent method 0.00 0.00 0.00 Manufac turing Co., Ltd. Foshan Electrical & Cost 10,000,00 10,000,00 10,000,00 Lighting 100% 100% In accord method 0.00 0.00 0.00 (Xinxiang ) Co., Ltd. Foshan Lighting Lamps Cost 5,077,000 5,077,000 5,077,000 100% 100% In accord and method .00 .00 .00 Lanterns Co., Ltd. Qinghai Fozhao Lithium Ion Cost 25,500,00 25,500,00 25,500,00 5,193,462 51% 51% In accord Battery method 0.00 0.00 0.00 .77 Cathode Materials Co., Ltd Guangdo Cost 200,000,0 200,000,0 200,000,0 100% 100% In accord ng method 00.00 00.00 00.00 152 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Fozhao Financial Leasing Co., Ltd. Guangdo ng Fozhao New Cost 10,000,00 10,000,00 -10,000,0 Light 54.95% 54.95% In accord method 0.00 0.00 00.00 Sources Technolo gy Co., Ltd. Foshan Zhaomin g Cost 15,000,00 15,000,00 15,000,00 Lighting 100% 100% In accord method 0.00 0.00 0.00 Equipme nt Co., Ltd. Joint venture Qinghai FSL Lithium Equity 38,000,00 25,351,61 -1,957,81 23,393,79 Energy 38% 38% In accord method 0.00 7.99 9.93 8.06 Exploitati on Co., Ltd. Guangdo ng Fozhao Equity 12,600,00 5,672,075 -352,953. 5,319,121 Guoxuan 50% 50% In accord method 0.00 .73 87 .86 Power Energy Co., Ltd. Other investme nts Shenzhen Cost 13,718,88 13,718,88 13,718,88 Liangke 18.5% 18.5% In accord method 2.66 2.66 2.66 Venture 153 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Capital Company Limited Guangzh ou Zhujiang Asset Cost 10,000,00 10,000,00 10,000,00 3,298,904 15.38% 15.38% In accord Managem method 0.00 0.00 0.00 .81 ent Company Limited Shenzhen Zhonghao Cost 5,850,000 5,850,000 5,850,000 Less than Less than 5,850,000 In accord (Group) method .00 .00 .00 5% 5% .00 Ltd. Chengdu Hongbo Cost 6,000,000 6,000,000 6,000,000 6.94% 6.94% In accord Industrial method .00 .00 .00 Co., Ltd. Xiamen Cost 208,574,2 292,574,1 292,574,1 Bank Co., 7.99% 7.99% In accord method 17.00 33.00 33.00 Ltd. China Guangfa Cost 500,000.0 500,000.0 500,000.0 Less than Less than In accord Bank Co., method 0 0 0 5% 5% Ltd. Foshan Fochen Highway Cost 20,757,60 9,175,627 9,175,627 7.66% 7.66% In accord Develop method 0.00 .38 .38 ment Co., Ltd. Hefei Guoxuan Hi-Tech Cost 160,000,0 160,000,0 160,000,0 14.9% 14.9% In accord Power method 00.00 00.00 00.00 Energy AG 856,677,6 894,519,3 2,689,226 897,208,5 14,342,36 Total -- -- -- -- 99.66 36.76 .20 62.96 7.58 154 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 4. Revenue and Cost of Sales (1) Revenue, Cost of Sales Unit: RMB yuan Item Reporting period Same period of last year Main business revenue 1,174,388,755.76 1,045,092,362.29 Other business revenue 49,004,949.56 6,923,399.43 Total 1,223,393,705.32 1,052,015,761.72 Cost of sales 960,725,666.05 795,594,113.34 (2) Main business (Classified by industry) Unit: RMB yuan Reporting period Same period of last year Industry Revenue of sales Cots of sales Revenue of sales Cots of sales Lighting components and 1,174,388,755.76 929,420,937.18 1,045,092,362.29 791,274,939.98 lamps Total 1,174,388,755.76 929,420,937.18 1,045,092,362.29 791,274,939.98 (3) Main business (Classified by product) Unit: RMB yuan Reporting period Same period of last year Product Revenue of sales Cots of sales Revenue of sales Cots of sales Lighting components and 1,174,388,755.76 929,420,937.18 1,045,092,362.29 791,274,939.98 lamps Total 1,174,388,755.76 929,420,937.18 1,045,092,362.29 791,274,939.98 (4) Main business (Classified by area) Unit: RMB yuan Reporting period Same period of last year Area Revenue of sales Cots of sales Revenue of sales Cots of sales Domestic 846,565,487.63 690,061,303.46 729,621,235.29 562,762,633.08 Overseas 327,823,268.13 239,359,633.72 315,471,127.00 228,512,306.90 Total 1,174,388,755.76 929,420,937.18 1,045,092,362.29 791,274,939.98 (5) Revenue of sales from the top five customers Unit: RMB yuan Customers Total revenue of sales Proportion of total 155 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. revenue of sales (%) Customer 1 36,306,125.75 2.97% Customer 2 28,636,251.38 2.34% Customer 3 23,644,387.62 1.93% Customer 4 23,298,724.88 1.9% Customer 5 19,978,405.61 1.63% Total 131,863,895.24 10.77% 5. Investment income (1) List of investment income Unit: RMB yuan Item Reporting period Same period of last year Long-term equity investment income accounted by cost 14,973,126.22 method Long-term equity investment income accounted by equity -2,310,773.80 -1,218,791.19 method Investment income arising from disposal of long-term equity -1,379,272.51 investments Investment income received from holding of 1,365,712.54 3,131,720.14 available-for-sale financial assets Total -2,324,333.77 16,886,055.17 (2) Long-term equity investment income accounted by cost method Unit: RMB yuan Same period of last Name of investee Reporting period Reason for increase/decrease YoY year No dividends distributed in the Xiamen Bank Co., Ltd. 0.00 14,571,414.00 reporting period Foshan Chansheng Electronic Ballast Co., No dividends distributed in the 0.00 401,712.22 Ltd. reporting period Total 0.00 14,973,126.22 -- (3) Long-term equity investment income accounted by equity method Unit: RMB yuan Same period of last Name of investee Reporting period Reason for increase/decrease YoY year Qinghai FSL Lithium Energy Exploitation -1,957,819.93 124,436.84 Losses in this period Co., Ltd. 156 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Guangdong Fozhao Guoxuan Power Energy -352,953.87 -1,343,228.03 Losses decreased in this period Co., Ltd. Total -2,310,773.80 -1,218,791.19 -- 6. Supplemental information of Cash Flow Statement Unit: RMB yuan Supplemental information Reporting period Same period of last year 1. Reconciliation of net profit to net cash flows generated from -- -- operations: Net profit 144,315,684.79 133,110,485.63 Add: Provision for assets impairments 16,165,237.79 902,614.65 Depreciation of fixed assets, oil and gas assets and productive 37,192,578.90 41,059,107.81 biological assets Amortization of intangible assets 1,690,549.45 2,058,447.92 Losses/gains on disposal of property, intangible asset and other -16,786,499.21 119,256.76 long-term assets (gains: negative) Losses/gains on scrapped of fixed assets (gains: negative) 908,276.06 Losses/gains from variation of fair value (gains: negative) 69,701.45 -64,722.78 Financial cost (income: negative) 2,050,576.88 237,353.63 Investment loss (gains: negative) 2,324,333.77 -16,886,055.17 Decrease in deferred tax assets (increase: negative) 4,041,585.41 556,174.33 Decrease in inventory (increase: negative) -65,715,124.75 12,014,019.79 Decrease in accounts receivable from operating activities (increase: -260,165,830.11 -20,997,983.18 negative) Increase in accounts payable from operating activities (decrease: 129,586,264.73 51,497,089.36 negative) Net cash flows generated from operating activities -4,322,664.84 203,605,788.75 2. Significant investing and financing activities without -- -- involvement of cash receipts and payments 3. Change of cash and cash equivalent: -- -- Closing balance of cash 429,905,060.78 621,184,567.42 Less: opening balance of cash 699,511,754.78 412,626,723.50 Plus: closing balance of cash equivalent 0.00 The net increase in cash and cash equivalents -269,606,694.00 208,557,843.92 7. Information of assets and liabilities recognized by evaluation value from the counter purchase Inapplicable 157 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. (XVI) Supplemental information 1. List of non-recurring gains and losses in the period Unit: RMB yuan Item Amount Total Loss and gains on disposal of non-current assets (Including 13,187,805.39 write-off part of the provision for asset impairment) Tax rebates and cuts of ultra vires approval or without formal 0.00 approval Governmental subsidy included in the current profits and losses(is closely related with the business event, except for the 302,499.98 governmental subsidy that according to the national unity standard quota or the quantitative regal assets) Tax for the possession of funds from the non-financial business 654,987.04 Included in the current losses and gains The quota of the Company receives from the subsidiaries, joint ventures and cooperative enterprises of the costs of investment is 0.00 less than that of the gains produced from the investment which enjoys net assets of fair value that recognized by the investee. Exchange gains and losses of non-monetary assets 0.00 Gains and losses of committing others of investment or managing 0.00 assets Withdrawing impairment of assets owning of force majeure 0.00 factors, including suffer from natural disasters Gains and losses of debt restructuring 0.00 Enterprise restructuring charges, for example, staffing costs of 0.00 integration Gains and losses produced when exchanging prices 0.00 unconscionable at the fair that exceed the fair value The current net profits and losses produced when the subsidiaries combine under the same control from the beginning to the 0.00 combining date Gains and losses produced from the contingency which have nothing to do with the Company‘s normal business operatio 0.00 ns In addition to the valid hedging activity associated with the normal operation of the Company, the changes in fair value through gains or losses which arising from the holding trading 1,296,011.09 financial assets and the trading financial liabilities as well as the investment income that earning from the disposal of trading 158 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. financial assets, trading financial liabilities and available-for-sale financial assets The reversal of impairment of receivables of the individual 0.00 impairment test Gains and losses from the external entrusted loans 0.00 Gains and losses for changes in fair value of investment property resulting from the subsequent measure through the fair value 0.00 model The impact of a one-time adjustment of current gains and losses according to the laws and regulations of tax, accounting and 0.00 others on current gains and losses Trustee fee income earning from the entrusted management 0.00 Income and expenses of the other operation except for the -8,068,874.34 mentioned above The other items of gains and losses conforming the definition of 2.84 non-recurring gains and losses Less:the effect of income tax 988,964.58 the effect of minority interest (after tax) 0.00 Total 6,383,467.42 -- The Company, who defines the gains and losses as the non-recurring items according to the definition outlined in the "Public Company's Information Disclosure Explanatory Notice No. 1 – Extraordinary Items Gains and Losses" and as the recurrent gains and losses which are listed in the "Public Company's Information Disclosure Explanatory Notice No. 1 – Extraordinary Items Gains and Losses" as non-recurring gains and losses, should explain the reason. □ Applicable √ Inapplicable 2. Accounting data differences according to the domestic and foreign accounting standards (1) Different situations of the net profits and net assets in the financial disclosure reports in accordance wit h the international accounting standards and Chinese accounting standards at the same time Unit: RMB yuan Net profits belongs to the shareholders of the listed Net assets belongs to the shareholders of the companies listed companies Current period amount Last period amount Closing balance Opening balance According to Chinese 153,047,291.37 134,522,943.15 2,795,996,703.55 2,950,106,976.17 accounting standards 159 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. Items and amounts adjusted in accordance with international accounting standards According to the internation 153,047,291.37 134,522,943.15 2,795,996,703.55 2,950,106,976.17 al accounting standards (2) Different situations of the net profits and net assets in the financial disclosure reports in accordance with the international accounting standards and Chinese accounting standards at the same time Unit: RMB yuan Net profits belongs to the shareholders of the listed Net assets belongs to the shareholders of the companies listed companies Current period amount Last period amount Closing balance Opening balance According to Chinese 153,047,291.37 134,522,943.15 2,795,996,703.55 2,950,106,976.17 accounting standards Items and amounts adjusted in accordance with foreign accounting standards According to the foreign 153,047,291.37 134,522,943.15 2,795,996,703.55 2,950,106,976.17 accounting standards (3)Notes of the reasons of the differences between the accounting data according to the domestic and foreign accounting standards Naught 3. Return on equity and earnings per share Unit: RMB yuan The weighted average ROE EPS Profit in the reporting period (%) Basic EPS Diluted EPS Net profit attributable to the Company's 5.63% 0.16 0.16 common stock shareholders Net profit attributable to shareholders of the Company's common stock after deducting 5.40% 0.15 0.15 non-recurring gains and losses 4. Particulars on the abnormal conditions of main items in the financial statements of the Company and relevant reasons Item Closing balance Opening balance Change rate Reason Accounts Mainly due to the loans receivables 550,624,462.21 334,006,892.19 64.85% receivable increased. Prepayments 83,522,308.86 12,383,426.98 574.47% Mainly due to the advance payment 160 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. for materials increased. Other current Mainly due to the deductible input tax 16,477,687.08 2,935,179.47 461.39% assets increased. Accounts paya Mainly due to the advance payment for 461,746,849.65 246,652,513.45 87.21% ble materials increased. Advance Mainly due to the loans receivables 61,854,798.34 19,632,316.50 215.07% Receipts increased. Mainly due to the amount of Business tax a Sales increased and the accordingly 13,697,631.32 10,426,957.03 31.37% nd surcharges increase of the provision of taxes and fees. Financial Mainly due to the exchange losses -3,963,817.89 -7,159,594.18 44.64% expenses increased. Assets Mainly due to the amount of provision Impairment 17,853,921.20 1,158,138.87 1441.60% for bad debts increased in this period. losses Mainly due to the dividends received Investment -945,061.26 16,484,342.95 -105.73% decreased when compared to the income previous period. Mainly due to the confirmed Non-operating 71,680,160.17 883,683.34 8011.52% government energy subsidies income increased in this period. Non-business e Mainly due to the foreign donations 10,700,438.83 2,481,216.29 331.26% xpenditure increased. Mainly due to the profits increased in Income tax 39,614,342.25 25,616,659.61 54.64% this period, and the accordingly expenses increased of the meter tax. Net cash flow Cash paid for purchase of goods and generated from 11,712,252.61 234,485,514.83 -95.01% acceptance of labor service increased operating in the reporting period. activities Net cash flow generated from Mainly due to the cash received from 25,328,242.59 879,254.59 2780.65% invest mental the return on investment increased. activities Net cash flow Mainly due to the dividend cash bonus generated from -284,036,742.40 -26,780.81 -1060498.03% in this period and the ones that financing haven‘t divided in the last period. activities 161 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. IX. Documents for Reference Investors and the relevant departments could refer to the following information in secretary office in the board office building: 1.Financial statements signed and sealed by legal representative, principal of accounting work, and manager of finance department; 2. Originals of all documents and announcements of the Company ever disclosed on CSRC designated disclosure media in the reporting period. 3. Text of the 2013 Semi-annual Report with the signature of the Chairman of the Board of Directors. FOSHAN ELECTRICAL AND LIGHTING CO., LTD. The Board of Directors 27 Aug. 2013 162 2013 Semi-annual Report of Foshan Electrical and Lighting Co., Ltd. 163