First Quarterly Report 2009 of Anhui Gujing Distillery Company Limited 1 Anhui Gujing Distillery Company Limited First Quarterly Report 2009 §1 Important notices 1.1 Board of Supervisors and directors, supervisors, and senior managers of the company ensure that there is neither untrue presentation, seriously misleading statements, nor omission of material facts contained in the information herein and shall severally and jointly bear responsibility for the authenticity, accuracy and completeness of the information contained in this report. 1.2 The third quarterly report of the company has not been audited by accounting firm. 1.3 Mr. Cao Jie, the principal of the Company, Mr. Lv Jiazhao, the principal in charge of accounting, and Ms. Xia Xueyun, the principal of the accounting department (chief accountant), hereby declare that: We guarantee the authenticity and completeness of the financial statements in the quarterly report. §2 Basic information of the company 2.1 Main accounting data and financial index Unit: (RMB) Yuan Non-recurring profit and loss items 2.2 Total number of shareholders at the end of the reporting period and shareholdings of the top ten nonrestricted shares shareholders Unit: share End of Reporting period End of previous year Increase and decrease (%) Total assets 1,474,236,044.42 1,519,528,961.06 -2.98% Equity subject to the owners of the parent company 909,972,883.75 879,910,755.89 3.42% Stock 235,000,000.00 235,000,000.00 0.00% Net assets per share subject to the owners of the parent company 3.87 3.74 3.48% This reporting period Same period of last year Increase and decrease (%) Total revenue from operations 438,242,940.95 405,561,602.66 8.06% Net income subject to the owners of the parent company 30,062,127.86 21,329,425.30 40.94% Net cash flows from operating activities 38,410,294.41 -14,683,400.92 361.59% Net cash flows from operating activities per share 0.16 -0.06 366.67% Earnings per share 0.13 0.09 44.44% Diluted earnings per share 0.13 0.09 44.44% Net asset earning ratio 3.30% 2.41% 0.89% Net asset earning ratio after deducting non-recurring profit and loss 3.11% 2.14% 0.97% Non-recurring profit and loss items Beginning of the year to reporting period amount Non-operating income 1,803,890.85 Non-operating income -16,249.88 Total 1,787,640.97 None Total number of shareholders at the end of the reporting period (household) 33,189 Shareholdings of top 10 circulation shareholders for unlimited sale conditions Name of shareholders (full name) Number of non-restricted circulation shares held at the end of the reporting period Type Anhui Gujing Group Co., Ltd. 20,202,011 RMB–denominated common share GAM ASIA EQUITY HEDGE INVESTMENTS INC 1,885,403 Domestic listed foreign-oriented shares GSI S/A GOLDEN CHINA MASTER FUND 965,948 Domestic listed foreignFirst Quarterly Report 2009 of Anhui Gujing Distillery Company Limited 2 §3 Substantial events 3.1 Particulars on material change of significant accounting statement and financial indexes of the company and the reasons thereof √Available □ Unavailable 3.2 Explanation and analysis of material events and their impacts and solutions √Available □ Unavailable 3.3 Implementation of commitments by the company, its shareholders and effective controllers √Available □ Unavailable Chen Bo 920,191 Domestic listed foreign GAM GREATER CHINA EQUITY HEDGE INVESTMENTS INC 793,610 Domestic listed foreign Chen Fei 745,070 Domestic listed foreign China Merchants Securities (HK) Co., Limited 700,430 Domestic listed foreign Zheng Bang (Promoted) 589,500 Domestic listed foreign Huang Peiling 441,602 Domestic listed foreign Chen Ruihong 387,200 RMB–denominated common share 1. Net profit: increase 40.94% compared with the same period of last year, which mainly caused by the increase of sales revenue 2. Operating profit: increase 81.43% compared with the same period of last year, which mainly caused by the increase of sales revenue 3. Financial expense: decrease 60.33% compared with the same period of last year, which mainly caused by the decrease of loan 4. Income tax: increase 231.19% compared with the same period of last year, which mainly caused by the cancel of exemption policy of the subsidiary 5. Undistributed profit: increase 49.99% compared with the beginning of the period, which mainly caused by the increase of profit 6. Accounts receivable: increase 86.03% compared with the beginning of the period, which mainly caused by the increase of sales revenue 7. Construction material: decrease 51.27% compared with the beginning of the period, which mainly caused by the project consumption 8. Short-term loan: decrease 60% compared with the beginning of the period, which mainly caused by the change of financing method 9. Accrued payroll: decrease 35.01% compared with the beginning of the period, which mainly caused by the payment of the economic compensation The 9th meeting of the fifth board of directors of the company passes the “Proposal for Replacement between 100% Equity of Anhui Rui Fuxiang Food Co., Ltd. Held by the Company and 100% Equity of Shanghai Gujing Jinhao Hotel Management Co., Ltd. (previous Shanghai Gujing Jinhao Property Development Co., Ltd.) Held by Anhui Gujing Group Co., Ltd.”. Please refer to the “Notice of Assets Replacement and Related Transaction of Anhui Gujing Distillery Co., Ltd.” issued on China Securities Journal, Shanghai Securities News, and Hong Kong Newspaper (hereinafter refer to “announcement of related transaction”) for more details. According to the notice of Anhui Gujing Distillery Co., Ltd., all guarantees related to the foresaid announcement of related transaction have been rescinded. Therefore, the company has already possessed the conditions of holding the general meeting of shareholders for deliberating such trading. The 11th meeting of the fifth board of directors of the company passes the proposal of holding the 2008 general meeting of shareholders to deliberate the related transaction. Please refer to No. 2009- 012 announcement of the company – “Announcement for Development of Assets Replacement and Related Transaction of Anhui Gujing Distillery Co., Ltd.” for more details. Commitments Contents of commitments Implementation Commitment of stock reformation Anhui Gujing Group Co., Ltd. the original non-circulation shareholder of the Company, promises: shares held by the should not be listed for trade or transferred within 12 months after being granted the circulation right. Upon the expiry of the period, the number of shares sold within 12 month should not exceed 5% of the total shares of the Company, and not exceed 10% within 24 months. Implementing the commitment Commitment of limited sales of stock None NoneFirst Quarterly Report 2009 of Anhui Gujing Distillery Company Limited 3 3.4 Forecast on possible loss on accrued net profit for the period from the beginning of the year to the end of the next reporting period or warning on significant change from the same period last year and the reasons thereof □ Available√Unavailable 3.5 Other significant events requiring explanation 3.5.1 Investment in security □ Available√Unavailable 3.5.2 Reception of investigation, communication and interviewing activities during the reporting period 3.5.3 Explanation of other significant events □ Available√Unavailable §4 Appendix 4.1 Balance sheet Prepared by: ANHUI GUJING DISTILLERY COMPANY LIMITED March 31st 2009 Unit: (RMB) Yuan Commitments in Acquisition Report or Statement of Change in Equities None None Commitments during the material assets reorganization None None Commitments during the issuance None None Other commitments (include additional commitments) None None Time of reception Place of reception Method of reception Client of reception Main topic and data provided 27th February 2009 Company Telephone communication Investor Learn about the recent operation of the company and 2008 annual performance 10th March 2009 Company Telephone communication Investor Learn about the 2008 annual performance of the company Item End balance Beg. balance Consolidation Parent company Consolidation Current assets: Monetary funds 260,469,485.76 115,646,387.22 273,657,327.23 160,876,265.53 Deposit Reservation for Balance Loans to other banks Trading financial assets Notes receivable 102,741,596.48 12,534,931.33 110,369,921.69 14,209,422.07 Accounts receivable 70,712,399.98 130,378.38 38,011,629.75 150,378.38 Advances to suppliers 7,013,356.39 641,340.59 8,505,832.02 550,715.08 Premium receivable Accounts receivable reinsurance Reinsurance reserve receivable Interest receivable Dividend receivable Other receivables 14,362,664.63 43,314,244.85 13,159,669.93 41,052,295.68 Buying back the sale of financial assets Inventories 422,013,832.14 330,589,195.66 471,441,845.77 376,484,276.87First Quarterly Report 2009 of Anhui Gujing Distillery Company Limited 4 Non-current assets due within a year Other current assets Sub-total of current assets 877,313,335.38 502,856,478.03 915,146,226.39 593,323,353.61 Non-current assets: Loans provided and advances to supplier Tradable financial assets Held-to-maturity securities Long-term receivables Long-term equity investment 536,185,003.12 536,185,003.12 Investment real estate 28,942,561.99 19,679,851.30 30,070,920.49 20,750,561.30 Fixed assets 397,315,759.91 133,166,876.77 404,411,417.89 127,312,151.56 Construction in progress 77,218,032.21 2,626,706.51 75,221,939.28 10,997,676.98 Construction material 630,687.39 115,261.62 1,294,344.98 115,261.62 Disposal of fixed assets Bio-assets Oil and gas assets Intangible assets 88,956,832.24 27,437,895.52 89,411,527.01 27,634,199.23 Development expenditure Goodwill Long-term prepayment 2,259,183.05 2,372,932.77 Deferred income tax assets 1,599,652.25 1,599,652.25 Other non-current assets Sub-total of non-current assets 596,922,709.04 719,211,594.84 604,382,734.67 722,994,853.81 Total assets 1,474,236,044.42 1,222,068,072.87 1,519,528,961.06 1,316,318,207.42 Current liabilities: Short-term loan 30,000,000.00 30,000,000.00 75,000,000.00 50,000,000.00 Central bank loan Accept money deposits and banker’s deposit Loans from other banks Trading financial liabilities Notes payable Accounts payable 92,758,818.88 53,934,461.96 103,808,683.11 71,718,570.18 Advances from customers 73,449,805.79 146,402,263.57 57,827,722.77 189,710,231.69 Financial assets sold for repurchase Handling charges and commission payable Payable salary and remuneration for employees 69,799,671.33 36,273,685.11 107,402,663.10 73,293,195.95 Taxes payable 150,968,985.98 95,572,306.32 161,248,886.85 92,281,905.21 Interest payable Dividend payable 22,452.59 22,452.59 Other payables 98,227,676.81 33,484,912.27 85,249,359.60 31,444,577.50 Reinsurance payable Reserves for insurance contract Receiving from vicariously traded securities Receiving from vicariously sold securities Current liabilities due within a year 11,000,000.00 5,000,000.00 11,000,000.00 5,000,000.00 Other current liabilitiesFirst Quarterly Report 2009 of Anhui Gujing Distillery Company Limited 5 4.2 Income statement Prepared by: ANHUI GUJING DISTILLERY COMPANY LIMITED January-March 2009 Unit: (RMB) Yuan Sub-total of current liabilities 526,227,411.38 400,667,629.23 601,559,768.02 513,448,480.53 Non-current liabilities: Long-term loan 25,000,000.00 5,000,000.00 25,000,000.00 5,000,000.00 Bonds payable Long-term payables Special payables Deferred income 9,930,000.00 1,530,000.00 9,930,000.00 1,530,000.00 Estimated liability Deferred income tax liability Other non-current liabilities Sub-total of non-current liabilities 34,930,000.00 6,530,000.00 34,930,000.00 6,530,000.00 Sub-total of liabilities 561,157,411.38 407,197,629.23 636,489,768.02 519,978,480.53 Owners' (or shareholders') equity: Paid-in capital (or stock) 235,000,000.00 235,000,000.00 235,000,000.00 235,000,000.00 Capital surplus 532,491,668.70 518,090,990.16 532,491,668.70 518,090,990.16 Less: treasury share Surplus reserve 52,283,759.34 47,244,617.51 52,283,759.34 47,244,617.51 General risk provision Undistributed profit 90,197,455.71 14,534,835.97 60,135,327.85 -3,995,880.78 Converted difference in Foreign Currency Statements Sub-total of equity subject to the owners of the parent company 909,972,883.75 814,870,443.64 879,910,755.89 796,339,726.89 Minority shareholders' equity 3,105,749.29 3,128,437.15 Total owner’s equity: 913,078,633.04 814,870,443.64 883,039,193.04 796,339,726.89 Total of liabilities and owners' equity 1,474,236,044.42 1,222,068,072.87 1,519,528,961.06 1,316,318,207.42 Item Amount of this period Amount of last period Consolidation Parent company Consolidation Parent company I. Total revenue from operations 438,242,940.95 254,037,705.45 405,561,602.66 174,624,306.82 Including: Revenue from operation 438,242,940.95 254,037,705.45 405,561,602.66 174,624,306.82 Revenue from interest Earned premium Revenue from handling charge and commission II. Total operation costs 398,732,312.80 236,611,649.43 383,783,867.04 211,385,043.45 Including: Operation costs 213,355,012.57 141,607,330.41 248,733,133.06 150,095,433.54 Interest expense Handling charge and commission expense Cash surrender value Claim expenses-net Provision for insurance contract reserve Policyholder dividends Expenses for reinsurance accepted Taxes and surcharge for operations 67,346,862.71 63,414,572.30 49,107,688.39 44,426,712.57 Sales expenses 67,853,163.20 178,012.29 49,752,171.97 520,774.80First Quarterly Report 2009 of Anhui Gujing Distillery Company Limited 6 4.3 Cash flow statement Prepared by: ANHUI GUJING DISTILLERY COMPANY LIMITED January-March 2009 Unit: (RMB) Yuan Administrative expenses 49,425,910.91 30,422,094.35 36,064,008.11 17,031,660.21 Financial expense 751,363.41 989,640.08 1,894,170.81 1,077,767.63 Losses from impairment of assets -1,767,305.30 -1,767,305.30 Add: Income from the change of fair value Investment income 53,813,999.54 Including: Income from the investment in joint ventures Income from foreign currency conversion III. Operating profit 39,510,628.15 17,426,056.02 21,777,735.62 17,053,262.91 Add: Non-operating expense 1,803,890.85 1,119,518.73 3,082,651.49 1,922,457.21 Less: Non-operating expenses 16,249.88 14,858.00 127,385.20 121,442.76 Including: Losses from disposal of non-current assets IV. Income before tax 41,298,269.12 18,530,716.75 24,733,001.91 18,854,277.36 Less: Income tax expenses 11,258,829.12 3,399,472.16 V. Net profit 30,039,440.00 18,530,716.75 21,333,529.75 18,854,277.36 Net profit subject to the owners of the parent company 30,062,127.86 18,530,716.75 21,329,425.30 18,854,277.36 Losses and income of minority shareholders -22,687.86 4,104.45 VI. Earnings per share 1. Basic earnings per share 0.13 0.08 0.09 0.08 2. Diluted earnings per share 0.13 0.08 0.09 0.08 Item Amount of this period Amount of last period Consolidation Parent company Consolidation I. Net cash flows from operating activities: Cash received from the sale of goods or rendering of services 442,907,497.95 238,103,821.53 325,135,706.90 123,309,267.61 Net increase in customer deposit and banker’s deposit Net increase in central bank loan Net increase in loans from other financial institutions Cash received for premium income of an original insurance contract Net cash received for reinsurance Net increase in policyholder deposit and investment Net increase in trading financial assets Cash for interests, handling charges and commission received Net increase in loans from other banks Net increase in cash received under repurchase Refund of tax and fare received 384,233.71First Quarterly Report 2009 of Anhui Gujing Distillery Company Limited 7 Other cash received relating to operating activities 12,410,436.37 7,959,159.08 17,633,959.71 15,765,949.72 Sub-total of cash inflows relating to operating activities 455,702,168.03 246,062,980.61 342,769,666.61 139,075,217.33 Cash paid for goods and services 182,332,950.11 117,747,161.38 158,411,090.57 31,066,035.94 Net increase in loans and advances to supplier Net increase in due from central bank and deposits in other banks Cash paid for original insurance contract Cash paid for interests, handling charges and commission Dividends paid to policyholders Cash paid to and on behalf of employees 84,044,145.50 54,248,227.77 51,524,677.74 32,723,138.22 Tax and fare paid 142,234,808.84 89,855,835.71 128,353,715.64 67,336,152.97 Other cash paid relating to operating activities 8,679,969.17 6,556,322.70 19,163,583.58 6,791,562.27 Sub-total of cash outflows relating to operating activities 417,291,873.62 268,407,547.56 357,453,067.53 137,916,889.40 Net cash flows from operating activities 38,410,294.41 -22,344,566.95 -14,683,400.92 1,158,327.93 Ⅱ. Investing and financing activities that do not involve cash receipts and payments: Cash received from return of investments Cash received from investment income Net cash received from disposal of fixed assets, intangible assets and other long-term assets 32,558.93 1,487,138.24 958,821.92 Net cash received from disposal of sale of subsidiaries and other operating units Other cash received relating to investment activities Sub-total of cash inflows relating to investment activities 32,558.93 1,487,138.24 958,821.92 Cash paid for acquiring fixed assets, intangible assets and other long-term assets 5,611,491.02 1,937,912.00 16,929,726.46 11,741,844.83 Cash paid for acquiring investments Net increase in loan Net cash used in acquiring subsidiaries and other operating units Other cash paid relating to investment activities Sub-total of cash outflows relating to investment activities 5,611,491.02 1,937,912.00 16,929,726.46 11,741,844.83 Net cash flow from investing activities -5,578,932.09 -1,937,912.00 -15,442,588.22 -10,783,022.91 III. Cash Flows from Financing Activities: Cash received from absorbing investmentFirst Quarterly Report 2009 of Anhui Gujing Distillery Company Limited 8 4.4 Auditors’ report 4.5 Auditing opinion: unaudited Including: Cash received from increase in minority interest Cash received from borrowings 10,000,000.00 10,000,000.00 Cash received from issuing debentures Other proceeds relating to financing activities Sub-total of cash inflows relating to financing activities 10,000,000.00 10,000,000.00 Cash paid for settling debt 45,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 Cash paid for distribution of dividends or profit or reimbursing interest 1,019,203.79 947,399.36 1,977,222.50 975,085.00 Including: dividends or profit paid to minority interest Other cash payments relating to financing activities Sub-total of cash outflows relating to financing activities 46,019,203.79 20,947,399.36 11,977,222.50 10,975,085.00 Net cash flow from financing activities -46,019,203.79 -20,947,399.36 -1,977,222.50 -975,085.00 IV. Effect of foreign exchange rate changes and cash equivalent V. Net increase in cash and cash equivalents -13,187,841.47 -45,229,878.31 -32,103,211.64 -10,599,779.98 Add : Cash and cash equivalents at the beginning of the period 273,657,327.23 160,876,265.53 154,708,705.75 52,029,679.84 VI. Cash and cash equivalents at the end of the period 260,469,485.76 115,646,387.22 122,605,494.11 41,429,899.86