Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. FOSHAN ELECTRICAL AND LIGHTING CO., LTD. Report for the Third Quarter of 2015 October 2015 1 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Section I. Important Reminders 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. Pan Jie, company principal & chief of the accounting work, and Yin Jianchun, chief of the accounting organ (chief of accounting), hereby confirm that the Financial Statements enclosed in this report are 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. 2 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Section II. Financial Highlights & Change of Shareholders I. Major accounting data and financial indexes 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 30 Sept. 2015 31 Dec. 2014 Increase/decrease (%) Total assets (RMB Yuan) 5,531,565,504.80 3,736,704,336.40 48.03% Net assets attributable to shareholders of the Company 4,565,039,287.43 3,044,585,720.58 49.94% (RMB Yuan) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2015 Jan.-Sept. 2015 (%) (%) Operating revenues (RMB Yuan) 708,115,195.93 -12.91% 2,232,477,982.42 -5.25% Net profit attributable to shareholders of the Company -26,823,845.62 -123.99% 73,434,913.69 -75.58% (RMB Yuan) Net profit attributable to shareholders of the Company after 37,030,978.71 -64.95% 128,842,999.16 -53.13% extraordinary gains and losses (RMB Yuan) Net cash flows from operating -- -- 147,174,253.40 -7.65% activities (RMB Yuan) Basic EPS (RMB Yuan/share) -0.0211 -124.00% 0.0577 -75.78% Diluted EPS (RMB Yuan/share) -0.0211 -124.00% 0.0577 -75.78% Weighted average ROE (%) -0.42% -3.98% 2.99% -7.25% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Sept. 2015 Note Gains/losses on the disposal of non-current assets (including the -555,609.58 offset part of asset impairment provisions) Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at 2,984,850.54 certain quotas or amounts according to the country’s unified standards 3 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. 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 and tradable 22,309,001.00 financial liabilities and financial assets available for sales, except for effective hedging related with normal businesses of the Company Litigation compensations Other non-operating income and expenses than the above -93,998,116.54 recognized Other gain/loss items that meet the definition of an extraordinary 588,232.86 gain/loss Less: Income tax effects -13,336,346.80 Minority interests effects (after tax) 72,790.55 Total -55,408,085.47 -- 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 No such cases in the reporting period. II. Total number of shareholders and shareholdings of the top ten shareholders at the period-end 1. Total number of common shareholders and shareholdings of the top ten common shareholders at the period-end Unit: share Total number of common 100,098 shareholders at the period-end Shareholdings of the top ten common shareholders Number of Pledged or frozen shares Name of Nature of Shareholding Number of the restricted shares shareholder shareholder percentage (%) shares held Status of shares Number of shares held OSRAM Holding Foreign Company 13.47% 171,360,391 corporation Limited Prosperity Lamps Foreign & Components 10.50% 133,577,143 corporation Limited 4 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Guangdong Provincial Railway State-owned 4.75% 60,437,728 Construction corporation Investment Group Co., Ltd. Shenzhen Rising Investment and State-owned 3.11% 39,536,747 Development corporation Co., Ltd. Central Hujin State-owned 2.42% 30,799,000 Investment Ltd. corporation Essence International Foreign 1.92% 24,371,297 Securities (Hong corporation Kong) Co., Ltd. DBS Vickers Foreign (Hong Kong) Ltd 1.75% 22,252,573 corporation A/C Clients Domestic Wang Changhua 1.52% 19,304,754 individual Beijing He Ju Investment Management Co., Ltd.-He Ju Other 0.89% 11,302,074 Platform Securities Investment Fun Foreign Zhuang Jianyi 0.85% 10,821,372 individual Shareholdings of the top ten non-restricted common shareholders Number of non-restricted common shares held at the Type of shares Name of shareholder period-end Type Number RMB ordinary OSRAM Holding Company Limited 171,360,391 171,360,391 share Prosperity Lamps & Components RMB ordinary 133,577,143 133,577,143 Limited share Guangdong Provincial Railway RMB ordinary Construction Investment Group Co., 60,437,728 60,437,728 share Ltd. 5 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Shenzhen Rising Investment and RMB ordinary 39,536,747 39,536,747 Development Co., Ltd. share RMB ordinary Central Hujin Investment Ltd. 30,799,000 30,799,000 share Domestically Essence International Securities 24,371,297 listed foreign 24,371,297 (Hong Kong) Co., Ltd. share Domestically DBS Vickers (Hong Kong) Ltd A/C 22,252,573 listed foreign 22,252,573 Clients share RMB ordinary Wang Changhua 19,304,754 19,304,754 share Beijing He Ju Investment RMB ordinary Management Co., Ltd.-He Ju 11,302,074 11,302,074 share Platform Securities Investment Fun Domestically Zhuang Jianyi 10,821,372 listed foreign 10,821,372 share 1.As of September 30,Shenzhen Rising Investment and Development Co., Ltd. and Rising Investment and Development Limited, which holds 10,763,126 B-shares in the Company, act in concert. After OSRAM GmbH transfers OSRAM Holding Company Limited to Guangdong Electronics Information Industry Group Ltd., Guangdong Electronics Information Explanation on associated Industry Group Ltd., Shenzhen Rising Investment and Development Co., Ltd. and Rising relationship or persons acting in Investment and Development Limited shall become parties acting in concert, holding a total concert among the above-mentioned of 221,660,264 shares (a stake of 17.42%) in the Company. shareholders 2. Prosperity Lamps & Components Limited and Zhuang Jianyi were related parties and acting-in-concert parties. Apart from that, it’s unknown whether there was any associated relationship among other shareholders of the top ten shareholders, or whether there is any action-in-concert among them regarding to Administrative Measures on Acquisition of Listed Companies. Top ten non-restricted common Wang Changhua, an individual shareholder of the Company, holds 547,054 and 18,757,700 shareholders taking part in securities shares in the Company respectively through his common securities account and credit trading margin trading (if any) collateral securities account, totaling 19,304,754 shares. Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company carry out any agreed buy-back in the reporting period? □ Yes √ No No such cases in the reporting period. 6 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. 2. Total number of preferred share holders and shareholdings of the top ten preferred share holders at the period-end □ Applicable √ Inapplicable 7 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Section III. Significant Events I. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes √ Applicable □ Inapplicable Unit: RMB Yuan Closing amount Opening amount (or Statement item (or amount for the amount for the same +/-% Main reasons for the movement current period) period of last year) Financial assets measured at fair value and of which More treasury bonds and other securities changes are 79,036,750.00 20,320.00 388860.38% were bought. recorded into current gains and losses The amounts due from customers Accounts receivable 478,956,663.92 322,951,674.45 48.31% increased. The withdrawn interest on term deposits Interest receivable 3,828,443.43 2,101,275.54 82.20% increased. The financial subsidy for high-efficient Other receivables 11,634,719.58 74,122,844.63 -84.30% and energy-saving products was withdrawn. A shareholding company went public and Financial assets 2,529,682,467.57 581,157,988.22 335.28% the relevant fair value was recognized available for sale increased. Construction in Engineering projects related to the plants 121,517,336.25 90,862,098.21 33.74% progress in construction increased. Taxes and fares 37,735,674.31 13,881,113.81 171.85% Taxes payable increased. payable The amounts due from the Company Other payables 80,867,197.29 21,923,820.48 268.86% because of lawsuits increased. The payment of the previously projected Projected liabilities - 61,438,275.16 -100.00% lawsuit compensations was confirmed. Deferred income tax liabilities recognized Deferred income tax 308,704,598.20 15,516,937.71 1889.47% due to the fair value changes of financial liabilities assets available for sale Capital reserves 296,323,594.59 589,892,717.59 -49.77% Capitalization of the capital reserves Other The fair value of the financial asset comprehensive 1,734,453,015.75 72,150,338.69 2303.94% available for sale recorded great incomes movements. 8 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Financial expenses -20,044,328.31 -7,501,068.21 -167.22% Exchange gains increased. Asset impairment Impairment provisions for fixed assets 42,384,452.59 3,188,721.21 1229.20% losses increased. Gains and losses on Fluctuations of the market prices of the 393,590.00 1,379,081.46 -71.46% fair value changes stocks held by the Company The financial subsidy for high-efficient Non-operating 3,656,043.70 56,763,405.38 -93.56% and energy-saving products was incomes withdrawn. Non-operating 96,557,359.72 443,807.91 21656.57% Recognized lawsuit compensations expense Minority The losses on non-wholly-owned shareholders’ -5,844,543.38 -688,427.48 -748.97% subsidiaries increased. income Net cash flows from -215,284,023.90 -151,583,685.10 -42.02% Dividends increased. financing activities II. Progress and influence of significant events, as well as the analysis and explanation on solutions √ Applicable □ Inapplicable 1.On 9 Sept. 2015, OSRAM GmbH, the controlling shareholder of OSRAM Holding Company Limited (the biggest shareholder of the Company), signed the Equity Transfer Agreement with Guangdong Electronics Information Industry Group Ltd. (“Electronics Group”), transferring the 100% stake of OSRAM Holding Company Limited to Electronics Group at the price of RMB 2,621,813,982.30 plus the cash of OSRAM Holding Company Limited before the pay day. According to the Agreement, Electronics Group, the transferee, shall obtain or complete, within three months after the Agreement signing day (note: either the transferor or the transferee can extend that period for another one month by notifying the other party in writing, which means four months after the Agreement signing day), the approval of the State-owned Assets Supervision and Administration Commission of the People’s Government of Guangdong Province as well as the filing with the National Development and Reform Commission, the Department of Commerce of Guangdong Province and the Guangdong bureau of the State Administration of Foreign Exchange regarding the said equity transfer. As such, Electronics Group shall become the biggest shareholder of the Company after the completion of the said equity transfer (for details, see the Indicative Announcement No. 2015-044 on the Change of Shareholder disclosed on www.cninfo.com.cn dated 10 Sept. 2015). 2. In Mar. 2013, CSRC Guangdong administered an administrative punishment on the illegal information disclosure of the Company. During the period from September 2013 to October 2015, 2,755 plaintiffs separately sued the Company to Guangzhou Intermediate People’s Court for false securities statement, demanding a total of civil compensations of RMB 384,111,400 and HKD 1,328,000 from the Company for its illegal information disclosure. During the period from November 2014 to September 2015, Guangzhou Intermediate Court rendered the first-instance judgments for 2,182 among the aforesaid cases, ruling that the Company should pay a total of RMB 150,868,400 and HKD 2,268,300 to the 2,182 plaintiffs as compensations as well as should bear the court costs of RMB 2,548,600. All the judgments have taken effect. So far, there are still 573 cases left pending. 9 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. III. 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 □ Applicable √ Inapplicable No such commitments in the reporting period. IV. Predict the 2015 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable V. Securities investment √ Applicable □ Inapplicable Sharehold Sharehold Gain/loss Initial Number Number Closing ing ing in investmen of shares of shares book Variety of Code of Name of percentag percentag reporting Accounti Source of t cost held at held at value securities securities securities e at e at period ng title stock (RMB period-be period-en (RMB period-be period-en (RMB Yuan) ginning d Yuan) ginning d Yuan) Transacti onal Stock 002736 GXZQ 11,660.00 2,000 2,000 31,200.00 400.00 financial asset Transacti onal Bond 300413 KLG 4,530.00 500 0 0.00 11,958.67 financial asset Transacti onal Stock 300418 KLWW 10,150.00 500 0 0.00 23,126.61 financial asset Transacti onal Stock 601021 CQHK 18,160.00 1,000 0 0.00 50,547.20 financial asset Transacti 1,005,199 1,195,894 onal Stock 000601 SNGF 167,300 0 0.00 .54 .77 financial asset 10 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Transacti onal Stock 300421 LXGF 4,565.00 500 0 0.00 6,607.00 financial asset Transacti onal Stock 601198 DXZQ 18,360.00 2,000 2,000 33,260.00 320.00 financial asset Transacti onal Stock 603118 GJGF 11,950.00 1,000 0 0.00 13,705.10 financial asset Transacti onal Stock 603618 HDGF 11,650.00 1,000 0 0.00 14,284.40 financial asset Transacti onal Stock 603939 YFYF 19,470.00 1,000 0 0.00 22,454.32 financial asset Transacti onal Stock 300420 WYKJ 4,135.00 500 0 0.00 9,076.88 financial asset Transacti onal Stock 300433 LSKJ 11,495.00 500 500 30,995.00 financial asset Transacti onal Stock 300432 FLJG 6,985.00 500 1,500 28,935.00 150.00 financial asset Transacti onal Stock 601689 TPJT 11,370.00 1,000 1,000 17,120.00 185.00 financial asset Transacti onal Stock 600958 DFZQ 50,150.00 5,000 0 0.00 53,088.25 financial asset Stock 002752 SXGF 2,870.00 500 500 12,695.00 Transacti 11 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. onal financial asset Transacti onal Stock 603808 GLS 19,160.00 1,000 1,000 36,090.00 250.00 financial asset Transacti onal Stock 600959 JSYX 10,940.00 2,000 2,000 34,660.00 financial asset Transacti onal Stock 300438 PHNY 7,435.00 500 500 28,295.00 financial asset Transacti onal Stock 300455 KTHW 3,440.00 500 500 15,990.00 financial asset Transacti onal Stock 300456 NWKJ 7,005.00 500 500 51,600.00 financial asset Transacti onal Stock 603227 XFKJ 4,980.00 1,000 1,000 22,810.00 financial asset Transacti onal Stock 603198 YJGJ 11,800.00 1,000 1,000 32,930.00 400.00 financial asset Transacti onal Stock 300478 HZGX 7,420.00 500 500 17,950.00 financial asset Transacti 170,820.0 onal Stock 601985 ZGHD 61,020.00 18,000 18,000 0 financial asset 118,260.0 117,600.0 Transacti Stock 601211 GTJA 6,000 6,000 0 0 onal 12 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. financial asset Transacti onal Stock 300482 WFSW 8,000.00 500 500 41,500.00 financial asset Transacti 98,754,00 onal Pledged Other 205001 1 Day 0.00 6,884.18 0.00 financial repo asset Transacti 69,226,00 56,812,00 onal Pledged Other 205007 7 Days 9,066.92 0.00 0.00 financial repo asset Transacti 50,880,00 18,500,00 onal Pledged Other 205008 14 Days 40,510.28 0.00 0.00 financial repo asset Transacti Reverse 2,161,921 225,374.9 onal repo of Bond 204001 GC001 0.00 ,619.00 9 financial governme asset nt bonds Transacti Reverse 141,102,8 onal repo of Bond 204002 GC002 0.00 14,667.83 22.00 financial governme asset nt bonds Transacti Reverse 92,402,77 onal repo of Bond 204003 GC003 0.00 35,653.66 2.00 financial governme asset nt bonds Transacti Reverse 321,912,8 onal repo of Bond 204004 GC004 0.00 99,379.38 76.00 financial governme asset nt bonds Transacti Reverse 491,324,5 156,695.6 onal repo of Bond 204007 GC007 0.00 65.00 2 financial governme asset nt bonds Transacti Reverse 3,000,300 3,000,300 Bond 204014 GC014 onal repo of .00 .00 financial governme 13 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. asset nt bonds 0.00 Other securities investments 0.00 -- -- 0.00 -- -- held at period-end 3,431,987 79,036,75 1,990,681 Total 216,300 -- 39,000 -- -- -- ,113.54 0.00 .06 Disclosure date of the board announcement on approval of 23 Jan. 2014 the securities investment Disclosure date of the general meeting announcement on approval of the securities investment (if any) Note: The funds for “pledged repo” and “reverse repo of government bonds” were strictly controlled within the line approved by the board, without use out of line. In order to better use the funds, we carried out repeated investment in the mature investment products above in multiple transactions. As such, the single investment costs for “pledged repo” and “reverse repo of government bonds” were their accumulative amounts which were repeatedly invested with during Jan.-Sept. 2015. VI. Shareholdings in other listed companies √ Applicable □ Inapplicable At the end of the reporting period, the Company held 73,006,150 shares in Guoxuan High-Tech Co., Ltd. (stock abbr.: GXGK; stock code: 002074), which are currently restrictedly tradable (for details, see Announcement No. 2015-018 on Progress of Back Door Listing of Shareholding Company disclosed on www.cninfo.com.cn dated 14 May 2015). Apart from that, the Company held 18,546,754 shares in Everbright Bank. VII. Investments in derivatives □Applicable √Inapplicable The Company did not invest in any derivative in the reporting period. VIII. Researches, visits and interviews received in the reporting period √Applicable □Inapplicable Main discussion and Way of Time Place Visitor type Visitor materials provided by the reception Company 14 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. The situation of the 15 Jul. 2015 The Company By phone Individual Individual investor Company’s production and operation Particulars about the halt in 26 Aug. 2015 The Company By phone Individual Individual investor the trading of the Company’s shares Particulars about the 10 Sept. 2015 The Company By phone Individual Individual investor changes in the Company’s shareholders IX. Illegal external guarantees □Applicable √Inapplicable No such cases in the reporting period. X. Occupation of the Company’s capital by the controlling shareholder or its related parties for non-operating purposes □Applicable √Inapplicable No such cases in the reporting period. 15 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Section IV. Financial Statements I. Financial statements 1. Consolidated balance sheet Prepared by Foshan Electrical and Lighting Co., Ltd. 30 Sept. 2015 Unit: RMB Yuan Item Closing balance Opening balance Current assets: Monetary funds 814,662,598.87 989,718,395.60 Settlement reserves Intra-group lendings Financial assets measured at fair value of which changes are recorded in 79,036,750.00 20,320.00 current profits and losses Derivative financial assets Notes receivable 211,396,242.45 250,993,285.13 Accounts receivable 478,956,663.92 322,951,674.45 Accounts paid in advance 15,203,117.40 12,551,566.91 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable 3,828,443.43 2,101,275.54 Dividend receivable Other accounts receivable 11,634,719.58 74,122,844.63 Financial assets purchased under agreements to resell Inventories 537,402,436.50 625,794,972.48 Assets held for sale Non-current assets due within 1 year Other current assets 39,953,405.72 31,783,068.68 Total current assets 2,192,074,377.87 2,310,037,403.42 16 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 2,529,682,467.57 581,157,988.22 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 3,645,389.80 3,689,724.39 Investing real estate Fixed assets 396,038,129.65 463,267,701.29 Construction in progress 121,517,336.25 90,862,098.21 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 182,503,295.44 187,114,129.71 R&D expense Goodwill 7,360,330.45 7,360,330.45 Long-term deferred expenses 457,228.52 918,958.73 Deferred income tax assets 46,060,361.26 41,696,214.79 Other non-current assets 52,226,587.99 50,599,787.19 Total of non-current assets 3,339,491,126.93 1,426,666,932.98 Total assets 5,531,565,504.80 3,736,704,336.40 Current liabilities: Short-term borrowings Borrowings from the Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Financial liabilities measured at fair value of which changes are recorded in current profits and losses Derivative financial liabilities Notes payable Accounts payable 355,773,377.94 399,330,968.48 Accounts received in advance 65,797,234.12 60,842,257.61 17 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Financial assets sold and repurchased Handling charges and commissions payable Payroll payable 62,377,063.72 58,315,210.64 Tax payable 37,735,674.31 13,881,113.81 Interest payable Dividend payable Other accounts payable 80,867,197.29 21,923,820.48 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Liabilities held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 602,550,547.38 554,293,371.02 Non-current liabilities: Long-term borrowings Bonds payable Of which: preference shares Perpetual bonds Long-term payables Long-term payroll payables Specific payables Estimated liabilities 61,438,275.16 Deferred income 11,201,416.50 10,955,833.27 Deferred income tax liabilities 308,704,598.20 15,516,937.71 Other non-current liabilities Total non-current liabilities 319,906,014.70 87,911,046.14 Total liabilities 922,456,562.08 642,204,417.16 Owners’ equity: Share capital 1,272,132,868.00 978,563,745.00 18 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Other equity instruments Of which: preference shares Perpetual bonds Capital reserves 296,323,594.59 589,892,717.59 Less: Treasury stock Other comprehensive income 1,734,453,015.75 72,150,338.69 Specific reserves Surplus reserves 626,168,440.86 626,168,440.86 Provisions for general risks Retained profits 635,961,368.23 777,810,478.44 Total equity attributable to owners of 4,565,039,287.43 3,044,585,720.58 the Company Minority interests 44,069,655.29 49,914,198.66 Total owners’ equity 4,609,108,942.72 3,094,499,919.24 Total liabilities and owners’ equity 5,531,565,504.80 3,736,704,336.40 Legal representative: Pan Jie Person-in-charge of the accounting work: Pan Jie Chief of the accounting division: Yin Jianchun 2. Balance sheet of the Company Unit: RMB Yuan Item Closing balance Opening balance Current assets: Monetary funds 505,982,072.25 685,652,777.19 Financial assets measured at fair value of which changes are recorded in 79,036,750.00 20,320.00 current profits and losses Derivative financial assets Notes receivable 200,830,865.36 240,920,585.13 Accounts receivable 521,544,490.25 335,793,103.52 Accounts paid in advance 19,266,722.04 16,580,637.31 Interest receivable Dividend receivable Other accounts receivable 39,628,387.41 142,329,039.45 Inventories 502,969,808.98 578,978,618.17 19 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Assets held for sale Non-current assets due within 1 year Other current assets 31,602,862.21 27,359,093.82 Total current assets 1,900,861,958.50 2,027,634,174.59 Non-current assets: Available-for-sale financial assets 2,529,682,467.57 581,157,988.22 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 445,595,329.56 445,639,664.15 Investing real estate Fixed assets 315,993,778.37 362,743,711.79 Construction in progress 119,027,765.47 88,784,906.41 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 121,717,826.81 125,206,977.08 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 29,203,995.53 33,978,127.89 Other non-current assets 50,557,419.99 48,778,664.19 Total of non-current assets 3,611,778,583.30 1,686,290,039.73 Total assets 5,512,640,541.80 3,713,924,214.32 Current liabilities: Short-term borrowings Financial liabilities measured at fair value of which changes are recorded in current profits and losses Derivative financial liabilities Notes payable Accounts payable 461,709,218.02 447,190,248.26 Accounts received in advance 63,543,765.95 56,335,813.10 Payroll payable 44,861,811.32 56,655,167.35 Tax payable 27,041,252.09 5,496,341.46 20 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Interest payable Dividend payable Other accounts payable 103,586,767.82 89,738,558.57 Liabilities held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 700,742,815.20 655,416,128.74 Non-current liabilities: Long-term borrowings Bonds payable Of which: preference shares Perpetual bonds Long-term payables Long-term payroll payables Specific payables Estimated liabilities 61,438,275.16 Deferred income 10,542,666.45 10,180,833.31 Deferred income tax liabilities 306,140,281.45 12,733,711.71 Other non-current liabilities Total non-current liabilities 316,682,947.90 84,352,820.18 Total liabilities 1,017,425,763.10 739,768,948.92 Owners’ equity: Share capital 1,272,132,868.00 978,563,745.00 Other equity instruments Of which: preference shares Perpetual bonds Capital reserves 293,418,663.91 586,987,786.91 Less: Treasury stock Other comprehensive income 1,734,453,015.75 72,150,338.69 Specific reserves Surplus reserves 626,168,440.86 626,168,440.86 Retained profits 569,041,790.18 710,284,953.94 Total owners’ equity 4,495,214,778.70 2,974,155,265.40 21 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Total liabilities and owners’ equity 5,512,640,541.80 3,713,924,214.32 Legal representative: Pan Jie Person-in-charge of the accounting work: Pan Jie Chief of the accounting division: Yin Jianchun 3. Consolidated income statement for the reporting period Unit: RMB Yuan Item Jul.-Sept. 2015 Jul.-Sept. 2014 I. Operating revenues 708,115,195.93 813,054,868.99 Including: Sales income 708,115,195.93 813,054,868.99 Interest income Premium income Handling charge and commission income II. Operating costs 642,721,696.02 736,252,905.21 Including: Cost of sales 542,230,043.63 622,564,216.73 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 6,711,800.86 5,781,243.33 Selling and distribution expenses 35,778,209.37 41,394,727.55 Administrative expenses 67,490,716.09 68,202,701.20 Financial expenses -8,836,387.51 -1,767,720.58 Asset impairment loss -652,686.42 77,736.98 Add: Gain/(loss) from change in fair -879,180.46 263,325.00 value (“-” means loss) Gain/(loss) from investment (“-” 1,000,143.12 4,283,490.23 means loss) Including: share of profits in -43,126.19 -1,974,838.28 22 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 65,514,462.57 81,348,779.01 Add: non-operating income 711,341.35 53,469,038.32 Including: Gains on disposal of 4,533.19 2,656.53 non-current assets Less: non-operating expense 81,621,195.57 328,352.43 Including: Losses on disposal of 169,132.84 89,848.46 non-current assets IV. Total profit (“-” means loss) -15,395,391.65 134,489,464.90 Less: Income tax expense 13,529,834.96 21,649,281.23 V. Net profit (“-” means loss) -28,925,226.61 112,840,183.67 Net profit attributable to owners of -26,823,845.62 111,798,106.18 the Company Minority shareholders’ income -2,101,380.99 1,042,077.49 VI. After-tax net amount of other 266,466,095.90 4,603,393.15 comprehensive incomes After-tax net amount of other comprehensive incomes attributable to 266,466,095.90 4,603,393.15 owners of the Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and 266,466,095.90 4,603,393.15 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair 266,466,095.90 4,603,393.15 23 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. value changes of available-for-sale financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other After-tax net amount of other comprehensive incomes attributable to minority shareholders VII. Total comprehensive incomes 237,540,869.29 117,443,576.82 Attributable to owners of the 239,642,250.28 116,401,499.33 Company Attributable to minority -2,101,380.99 1,042,077.49 shareholders VIII. Earnings per share (I) Basic earnings per share -0.0211 0.0879 (II) Diluted earnings per share -0.0211 0.0879 Where business mergers under the same control occurred in the reporting period, the net profit achieved by the merged parties before the business mergers was RMB 0.00, with the corresponding amount for the same period of last year being RMB 0.00. Legal representative: Pan Jie Person-in-charge of the accounting work: Pan Jie Chief of the accounting division: Yin Jianchun 4. Income statement of the Company for the reporting period Unit: RMB Yuan Item Jul.-Sept. 2015 Jul.-Sept. 2014 I. Total sales 720,912,734.95 806,665,406.65 Less: cost of sales 574,751,556.83 640,443,951.13 Business taxes and surcharges 4,461,643.20 3,478,834.42 Distribution expenses 35,033,215.58 39,720,980.54 Administrative expenses 50,759,084.41 59,903,503.42 Financial costs -6,971,556.08 309,962.70 Impairment loss -640,204.47 239,314.19 24 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Add: gain/(loss) from change in fair -879,180.46 263,325.00 value (“-” means loss) Gain/(loss) from investment (“-” 1,000,143.12 4,283,490.23 means loss) Including: income form investment -43,126.19 -1,974,838.28 on associates and joint ventures II. Business profit (“-” means loss) 63,639,958.14 67,115,675.48 Add: non-operating income 482,758.84 53,186,773.16 Including: Gains on disposal of 3,261.06 2,656.53 non-current assets Less: non-operating expense 80,194,137.39 259,672.88 Including: Losses on disposal of 71,254.04 76,836.26 non-current assets III. Total profit (“-” means loss) -16,071,420.41 120,042,775.76 Less: Income tax expense 13,258,294.88 18,940,646.61 IV. Net profit (“-” means loss) -29,329,715.29 101,102,129.15 V. After-tax net amount of other 266,466,095.90 4,603,393.15 comprehensive incomes (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and 266,466,095.90 4,603,393.15 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale financial 266,466,095.90 4,603,393.15 assets 3. Gains and losses on 25 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other VI. Total comprehensive incomes 237,136,380.61 105,705,522.30 VII. Earnings per share (I) Basic earnings per share (II) Diluted earnings per share Legal representative: Pan Jie Person-in-charge of the accounting work: Pan Jie Chief of the accounting division: Yin Jianchun 5. Consolidated income statement for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Operating revenues 2,232,477,982.42 2,356,113,627.02 Including: Sales income 2,232,477,982.42 2,356,113,627.02 Interest income Premium income Handling charge and commission income II. Operating costs 2,052,625,592.96 2,072,803,238.63 Including: Cost of sales 1,708,273,484.64 1,778,781,496.88 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium 26 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Taxes and associate charges 18,636,634.64 20,911,197.63 Selling and distribution expenses 118,002,589.64 104,362,640.48 Administrative expenses 181,786,564.78 172,698,040.65 Financial expenses -20,044,328.31 -7,501,068.21 Asset impairment loss 45,970,647.57 3,550,931.20 Add: Gain/(loss) from change in fair 393,590.00 1,379,081.46 value (“-” means loss) Gain/(loss) from investment (“-” 21,709,308.94 22,398,896.01 means loss) Including: share of profits in -44,334.59 -4,570,361.37 associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 201,955,288.40 307,088,365.86 Add: non-operating income 3,656,043.70 56,763,405.38 Including: Gains on disposal of 10,647.72 25,197.24 non-current assets Less: non-operating expense 96,557,359.72 443,807.91 Including: Losses on disposal of 566,257.30 199,691.48 non-current assets IV. Total profit (“-” means loss) 109,053,972.38 363,407,963.33 Less: Income tax expense 41,463,602.07 63,339,145.18 V. Net profit (“-” means loss) 67,590,370.31 300,068,818.15 Net profit attributable to owners of 73,434,913.69 300,757,245.63 the Company Minority shareholders’ income -5,844,543.38 -688,427.48 VI. After-tax net amount of other 1,662,302,677.06 2,201,622.81 comprehensive incomes After-tax net amount of other comprehensive incomes attributable to 1,662,302,677.06 2,201,622.81 owners of the Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that 27 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and 1,662,302,677.06 2,201,622.81 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale 1,662,302,677.06 2,201,622.81 financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other After-tax net amount of other comprehensive incomes attributable to minority shareholders VII. Total comprehensive incomes 1,729,893,047.37 302,270,440.96 Attributable to owners of the 1,735,737,590.75 302,958,868.44 Company Attributable to minority -5,844,543.38 -688,427.48 shareholders VIII. Earnings per share (I) Basic earnings per share 0.0577 0.2382 (II) Diluted earnings per share 0.0577 0.2382 Where business mergers under the same control occurred in this period, the net profit achieved by the merged parties before the business mergers was RMB 0.00, with the corresponding amount for the same period of last year being RMB 0.00. Legal representative: Pan Jie Person-in-charge of the accounting work: Pan Jie Chief of the accounting division: Yin Jianchun 28 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. 6. Income statement of the Company for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Total sales 2,270,512,189.33 2,376,898,585.23 Less: cost of sales 1,788,069,981.31 1,852,122,043.43 Business taxes and surcharges 12,070,843.28 14,672,962.49 Distribution expenses 114,981,668.27 100,712,956.80 Administrative expenses 142,323,446.04 149,762,871.66 Financial costs -14,117,149.02 -1,606,596.11 Impairment loss 42,384,452.59 3,188,721.21 Add: gain/(loss) from change in fair 393,590.00 1,379,081.46 value (“-” means loss) Gain/(loss) from investment (“-” 21,709,308.94 27,286,940.89 means loss) Including: income form investment -44,334.59 -4,570,361.37 on associates and joint ventures II. Business profit (“-” means loss) 206,901,845.80 286,711,648.10 Add: non-operating income 2,809,300.57 56,311,598.43 Including: Gains on disposal of 9,375.59 23,548.17 non-current assets Less: non-operating expense 95,029,663.34 326,629.40 Including: Losses on disposal of 367,887.24 138,590.12 non-current assets III. Total profit (“-” means loss) 114,681,483.03 342,696,617.13 Less: Income tax expense 40,640,622.89 55,148,025.14 IV. Net profit (“-” means loss) 74,040,860.14 287,548,591.99 V. After-tax net amount of other 1,662,302,677.06 2,201,622.81 comprehensive incomes (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains 29 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and 1,662,302,677.06 2,201,622.81 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale financial 1,662,302,677.06 2,201,622.81 assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other VI. Total comprehensive incomes 1,736,343,537.20 289,750,214.80 VII. Earnings per share (I) Basic earnings per share (II) Diluted earnings per share Legal representative: Pan Jie Person-in-charge of the accounting work: Pan Jie Chief of the accounting division: Yin Jianchun 7. Consolidated cash flow statement for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Cash flows from operating activities: Cash received from sale of 2,102,277,561.19 2,076,769,836.60 commodities and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central 30 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. 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 financial assets measured at fair value of which changes are recorded into current gains and losses Cash received from interest, handling charges and commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received 33,445,602.81 72,644,129.98 Other cash received relating to 20,678,610.25 20,082,032.78 operating activities Subtotal of cash inflows from operating 2,156,401,774.25 2,169,495,999.36 activities Cash paid for goods and services 1,234,358,194.72 1,326,879,168.41 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 403,809,285.82 395,252,355.70 Various taxes paid 147,501,911.63 173,347,398.11 Other cash payment relating to 223,558,128.68 114,657,687.66 31 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. operating activities Subtotal of cash outflows from 2,009,227,520.85 2,010,136,609.88 operating activities Net cash flows from operating activities 147,174,253.40 159,359,389.48 II. Cash flows from investing activities: Cash received from withdrawal of 84,584,789.24 investments Cash received from return on 22,503,643.86 26,897,948.09 investments Net cash received from disposal of fixed assets, intangible assets and other 918,188.00 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 investing 23,421,831.86 111,482,737.33 activities Cash paid to acquire fixed assets, intangible assets and other long-term 56,386,190.51 61,725,661.90 assets Cash paid for investment 72,247,111.38 139,846,192.64 Net increase of pledged loans Net cash paid to acquire subsidiaries 11,512,886.32 and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 128,633,301.89 213,084,740.86 investing activities Net cash flows from investing activities -105,211,470.03 -101,602,003.53 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 32 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Cash received from issuance of bonds Other cash received relating to 2,452.04 financing activities Subtotal of cash inflows from financing 2,452.04 activities Repayment of borrowings Cash paid for interest expenses and 215,284,023.90 149,551,837.14 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 2,034,300.00 financing activities Sub-total of cash outflows from 215,284,023.90 151,586,137.14 financing activities Net cash flows from financing activities -215,284,023.90 -151,583,685.10 IV. Effect of foreign exchange rate -1,734,556.20 -3,983,205.58 changes on cash and cash equivalents V. Net increase in cash and cash -175,055,796.73 -97,809,504.73 equivalents Add: Opening balance of cash and 989,718,395.60 897,675,824.22 cash equivalents VI. Closing balance of cash and cash 814,662,598.87 799,866,319.49 equivalents Legal representative: Pan Jie Person-in-charge of the accounting work: Pan Jie Chief of the accounting division: Yin Jianchun 8. Cash flow statement of the Company for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Cash flows from operating activities: Cash received from sale of 2,067,661,900.95 2,036,003,201.81 commodities and rendering of service Tax refunds received 33,276,332.50 72,511,885.64 Other cash received relating to 18,229,755.23 17,748,548.58 operating activities 33 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. Subtotal of cash inflows from operating 2,119,167,988.68 2,126,263,636.03 activities Cash paid for goods and services 1,518,134,264.09 1,581,047,195.45 Cash paid to and for employees 160,958,419.31 158,412,719.46 Various taxes paid 70,871,999.04 109,706,043.58 Other cash payment relating to 216,260,245.11 119,487,110.64 operating activities Subtotal of cash outflows from 1,966,224,927.55 1,968,653,069.13 operating activities Net cash flows from operating activities 152,943,061.13 157,610,566.90 II. Cash flows from investing activities: Cash received from withdrawal of 84,584,789.24 investments Cash received from return on 22,503,643.86 31,785,992.97 investments Net cash received from disposal of fixed assets, intangible assets and other 17,188.00 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 investing 22,520,831.86 116,370,782.21 activities Cash paid to acquire fixed assets, intangible assets and other long-term 65,844,104.54 53,116,260.50 assets Cash paid for investment 72,247,111.38 164,206,192.64 Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 138,091,215.92 217,322,453.14 investing activities Net cash flows from investing activities -115,570,384.06 -100,951,670.93 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 34 Report for the Third Quarter of 2015 of Foshan Electrical and Lighting Co., Ltd. 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 215,284,023.90 147,665,237.14 distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from 215,284,023.90 147,665,237.14 financing activities Net cash flows from financing activities -215,284,023.90 -147,665,237.14 IV. Effect of foreign exchange rate -1,759,358.11 -3,983,205.58 changes on cash and cash equivalents V. Net increase in cash and cash -179,670,704.94 -94,989,546.75 equivalents Add: Opening balance of cash and 685,652,777.19 581,390,386.39 cash equivalents VI. Closing balance of cash and cash 505,982,072.25 486,400,839.64 equivalents Legal representative: Pan Jie Person-in-charge of the accounting work: Pan Jie Chief of the accounting division: Yin Jianchun II. Auditor’s report Is this report audited? □ Yes √ No This report is not audited. The Board of Directors Foshan Electrical and Lighting Co., Ltd. 27 October 2015 35