Bengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) 1 Bengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) §1 Important Declaration 1.1 The Board of Directors and the directors of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. 1.2 Directors other than the followings presented the Board Meeting on which this report was examined: Name of the director absented Position Reason for not presenting the meeting Name of consignee Li Kai Independent Director On business trip Wang Yiqiu 1.3 The 3rd Quarterly Report is not audited by CPA. 1.4 Chairman of the Board – Mr. Yu Tiancheng, Chief Financial Officer – Mr. Kang Wei, and Head of Accounting Dept. – Mr. Zuo Zhanguo hereby declare: the authenticity and integrality of the report are guaranteed. §2 Company Profile 2.1 Financial highlights In RMB Yuan 2009.9.30 2008.12.31 Changed by (%) Gross Assets (RMB) 35,089,479,520.82 32,722,333,254.16 7.23% Owners’ equity attributable to the shareholders of the listed company (yuan) 14,240,593,564.92 15,826,633,584.69 -10.02% Capital shares (shares) 3,136,000,000.00 3,136,000,000.00 0.00% Net asset per share attributable to the shareholders of the listed company (Yuan/share) 4.5410 5.0468 -10.02% July-Sept. 2009 Changed over the previous year (%) Jan-Sept. 2009 Changed over the previous year (%) Turnover (yuan) 9,304,927,031.04 -20.03% 25,766,554,848.82 -15.26% Net profit attributable to shareholders of the listed company (yuan) -523,356,490.79 -230.55% -1,433,242,891.18 -201.19% Net Cash flow generated by business operation (RMB) - - 914,631,722.45 -56.25% Net Cash flow per share generated by business operation (yuan/share) - - 0.2917 -56.25% Basic earnings per share (Yuan/share) -0.1669 -230.59% -0.4570 -201.20% Diluted earnings per share (Yuan/share) -0.1669 -230.59% -0.4570 -201.20%Bengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) 2 Net return on equity (%) -3.68% -257.57% -10.06% -222.14% Net earnings / capital ratio after deducting of non-recurring gain/loss (%) -3.19% -233.87% -9.58% -216.14% In RMB Yuan Non-recurring gain and loss items Amount from beginning of year to the end of report term Note Gain/loss of non-current assets -95,315,772.90 Fixed asset discard in report term Gain/loss from debt reorganization 1,820,846.60 Other non-business income and expenditures other than the above 2,315,376.92 Influenced amount of income tax 22,794,887.35 Total -68,384,662.03 - 2.2 Total of shareholders and the top 10 holders of unconditional shares in shares Total shareholders at the end of the report period (accounts) 69,725 Top ten holders of the shares without subscription limitation Full name of shareholder Amount of unconditional shares held at the end of report term Categories Benxi Steel (Group) Ltd. 536,800,000 RMB common shares DREYFUS PREMIER INVESTMENT FDS INC.-DREYFUS GREATER CHINA FD 48,000,855 Foreign shares placed in domestic exchange GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 21,910,553 Foreign shares placed in domestic exchange MANULIFE GLOBAL FUND 17,034,437 Foreign shares placed in domestic exchange MORGAN STANLEY & CO. INTERNATIONAL PLC 13,137,546 Foreign shares placed in domestic exchange HTHK-MANULIFE CHINA VALUE FUND 11,989,533 Foreign shares placed in domestic exchange GSIC A/C MONETARY AUTHORITY OF SINGAPORE 11,420,725 Foreign shares placed in domestic exchange RENAISSANCE CHINA PLUS FUND 8,760,556 Foreign shares placed in domestic exchange VALUE PARTNERS CLASSIC FUND 7,012,281 Foreign shares placed in domestic exchange KOREA EXCHANGE BANK(DB CHINA EQUITY FUND) 4,810,336 Foreign shares placed in domestic exchange §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ applicable □ not applicable Main items and cause of changes of financial data comparing with end of 2008 Projects Changed Movement % Cause of change Monetary capital 1,371,433,450.06 61.75% Increase of financing Notes receivable 522,842,583.83 61.52% Decrease of notes receivable transmittingBengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) 3 Account receivable 208,953,955.54 41.19% Developing of major clients Interest receivable -7,255,724.59 -100.00% Retrieving of interest receivable drawn Other account receivable 73,361,627.86 66.01% Increase of other trade receivable Construction in process 1,910,431,115.85 49.35% Increase of construction in process Engineering goods 16,196,525.31 148.56% Increase of project material clearance Notes payable 3,823,513,103.76 207.28% Increase of note financing Tax payable 151,710,631.08 -60.30% Increase of income tax due to reforming of VAT Non-current liability due in 1 year -408,485,881.54 -91.03% Repaying of due loans Long-term borrowings 1,391,654,749.48 68.94% Increase of long-term loans Retained profit -1,586,040,019.77 -52.29% Loss in the report term Main items and cause of changes of financial data comparing with Jan-Sept 2008 Items Changed Movement % Cause of change Business tax and surcharge -130,511,384.14 -91.35% Decrease of VAT payable Sales expense -324,234,440.88 -63.90% Decrease of export, decrease of port fee and freights Financial expenses -118,669,988.92 -47.25% Decrease of interest rate Non-operational income -5,421,151.61 -55.76% Decrease of gains from debt reformation Non-operational expenditure 82,915,639.32 659.85% Increase of non-current asset disposal Income tax expenses -456,656,017.92 -96.85% Loss in the report term Cash flow generated by business operation, net -1,176,106,511.16 -56.25% Loss in the report term Net cash flow generated by financing 972,731,756.69 218.50% Increase of loans 3.2 Progress of significant events, their influence, countermeasures, and analysis □applicable √ not applicable 3.3 Fulfilling of commitment issues made by the Company, shareholder, or substantial controller √ applicable □ not applicable Commitments Content of Commitments Status of fulfilling Commitment in share equity relocation Since the date when the right of trading being granted, the controlling shareholder shall not put the shares it holds in the market within at least 24 months. While shall not sell the shares more than 5% of the total shares held between 24 months to 36 months. The commitments are under processing at present and no breaching of commitment has occurred. Commitment of not to None NoneBengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) 4 sell the shares Commitment made in acquisition report or equity alternation report The Company has issued new A shares privately to Bengang Group to purchase its steel & iron assets. Bengang Group committed not to put the newly placed shares in the market or sell to others in 36 months since the date when the share registration is done. (Except for transferring to strategic investors by ways approved by the national policies, however the undertaker should takeover the commitment made by Bengang Group.) From completion day of this acquisition up to the end of 2010, Bengang Group will hold not lower than 65% of the Company’s shares (Except for transferring to strategic investors by ways approved by the national policies, however the undertaker should takeover the commitment made by Bengang Group.) When Bengang disposes or transfers the Company’s shares before 2010, the transaction price shall not be lower than the net asset per share provided by the latest auditing report. Bengang Group committed to put the gains from transferring or disposing of the shares to the Company if the shares were transferred or disposed with violating of the above commitments. Bengang Group promises to compensate other shareholders’ losses when above commitments are not fulfilled or not completely fulfilled. The commitments are under processing at present and no breaching of commitment has occurred. Commitment made in major asset restructuring None None Commitment made at issuing None None Other commitments (including supplementary commitments) None None 3.4 Estimated accumulative profit from the year beginning to the end of the next report period may be of deficits; or in comparison with the same period of the previous year, give the warning of great change and the notice to the reasons. □applicable √ not applicable 3.5 Major events needs to be explained None 3.5.1 Reception of investigations, communications, or interviews Time/date Place Way Visitors Main content involved and material provided July 22, 2009 Meeting room and the production site Field research Gaosheng Co., Ltd. Business operation July 23, 2009 Meeting room and the production site Field research Penghua Foundation and etc. Business operation August 06, 2009 Meeting room and the production site Field research Zhongtou Securities and etc. Business operation 3.6 Investment in derivate financial instruments □applicable √ not applicable 3.6.1 Derivate financial instrument stock at end of report term □applicable √ not applicableBengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) 5 §4 Attachments 4.1 Balance Sheet Prepared by: Bengang Steel Plates Co., Ltd. Sept. 30 2009 RMB Yuan Items Balance at the end of term Balance at the beginning of year Consolidated Parent company Consolidated Parent company Current asset: Monetary capital 3,592,269,445.57 3,559,279,747.41 2,220,835,995.51 2,209,824,428.24 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 1,372,743,330.87 1,257,392,365.07 849,900,747.04 837,453,565.97 Account receivable 716,259,347.65 735,279,706.29 507,305,392.11 518,376,780.61 Prepayment 1,660,569,469.53 1,630,569,469.53 1,572,141,296.94 1,466,086,612.21 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 7,255,724.59 7,255,724.59 Dividend receivable Other account receivable 184,505,771.67 217,190,874.91 111,144,143.81 185,904,884.86 Repurchasing of financial assets Inventories 8,300,988,601.50 8,052,867,777.93 7,859,743,442.03 7,586,045,815.48 Non-current asset due in 1 year Other current asset 182,211,823.73 182,211,823.73 191,775,764.22 182,211,823.73 Total of current asset 16,009,547,790.52 15,634,791,764.87 13,320,102,506.25 12,993,159,635.69 Non-current assets Loans and payment on other’s behalf disbursed Disposable financial asset Expired investment in possess Long-term receivable Long-term share equity investment 62,100,529.68 56,100,529.68 Investment properties Fixed assets 12,865,104,082.65 12,862,934,326.43 15,114,030,741.42 15,111,510,961.84 Construction in process 5,781,967,695.43 5,781,967,695.43 3,871,536,579.58 3,871,536,579.58 Engineering goods 27,098,920.12 27,098,920.12 10,902,394.81 10,902,394.81 Fixed asset disposal Production physical assets Gas & petrol Intangible assets R&D expense Goodwill Long-term amortizable expenses Differed income tax asset 405,761,032.10 403,792,692.38 405,761,032.10 403,792,692.38 Other non-current asset Total of non-current assets 19,079,931,730.30 19,137,894,164.04 19,402,230,747.91 19,453,843,158.29 Total of assets 35,089,479,520.82 34,772,685,928.91 32,722,333,254.16 32,447,002,793.98Bengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) 6 Current liabilities Short-term loans 2,641,051,200.00 2,641,051,200.00 2,887,352,200.00 2,887,352,200.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Notes payable 5,668,125,615.89 5,668,125,615.89 1,844,612,512.13 1,844,612,512.13 Account payable 5,623,175,621.64 5,549,317,183.20 6,894,797,428.30 6,812,978,403.70 Prepayment received 2,421,355,890.35 2,306,168,314.41 2,018,405,589.55 1,857,162,119.04 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 249,261,126.17 249,261,126.17 321,360,373.18 321,360,373.18 Tax payable -99,885,496.63 -88,435,172.87 -251,596,127.71 -254,028,564.17 Interest payable 10,910,352.87 10,910,352.87 Dividend payable Other account payable 869,099,275.32 812,756,695.97 698,210,191.67 674,126,990.12 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year 40,267,382.86 32,599,382.86 448,753,264.40 448,753,264.40 Other current liability Total of current liability 17,423,360,968.47 17,181,754,698.50 14,861,895,431.52 14,592,317,298.40 Non-current liabilities Long-term borrowings 3,410,213,508.68 3,410,213,508.68 2,018,558,759.20 2,018,558,759.20 Bond payable Long-term payable Special payable 8,566,000.00 8,566,000.00 8,500,000.00 8,500,000.00 Expected liabilities Differed income tax liability Other non-recurring liabilities 6,745,478.75 6,745,478.75 6,745,478.75 6,745,478.75 Total of non-current liabilities 3,425,524,987.43 3,425,524,987.43 2,033,804,237.95 2,033,804,237.95 Total of liability 20,848,885,955.90 20,607,279,685.93 16,895,699,669.47 16,626,121,536.35 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 3,136,000,000.00 3,136,000,000.00 3,136,000,000.00 3,136,000,000.00 Capital reserves 8,736,261,134.76 8,736,261,134.76 8,736,261,134.76 8,736,261,134.76 Less: Shares in stock Special reserves Surplus reserves 921,277,509.22 921,277,509.22 921,277,509.22 921,277,509.22 Common risk provision Retained profit 1,447,054,920.94 1,371,867,599.00 3,033,094,940.71 3,027,342,613.65 Different of foreign currency translation Total of owner’s equity belong to the parent company 14,240,593,564.92 14,165,406,242.98 15,826,633,584.69 15,820,881,257.63 Minor shareholders’ equity Total of owners’ equity 14,240,593,564.92 14,165,406,242.98 15,826,633,584.69 15,820,881,257.63 Total of liabilities and owners’ equity 35,089,479,520.82 34,772,685,928.91 32,722,333,254.16 32,447,002,793.98Bengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) 7 4.2 Income Statement of the report term Prepared by Bengang Steel Plates Co., Ltd. July-Sept 2009 in RMB Items Current term Same period last year Consolidated Parent company Consolidated Parent company I. Total revenue 9,304,927,031.04 9,115,252,601.04 11,635,453,346.12 11,462,921,666.10 Incl. Business income 9,304,927,031.04 9,115,252,601.04 11,635,453,346.12 11,462,921,666.10 Interest income Insurance fee earned Fee and commission received II. Total business cost 9,733,441,079.84 9,563,071,709.00 11,088,953,301.89 10,930,228,729.62 Incl. Business cost 9,020,608,173.52 8,900,300,926.37 10,016,718,739.65 9,872,729,393.15 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 1,389,284.02 887,833.03 65,974,243.87 65,444,770.74 Sales expense 54,840,434.66 30,439,099.92 188,705,424.70 178,175,507.74 Administrative expense 615,894,619.47 611,247,338.93 716,239,865.05 712,490,092.76 Financial expenses 20,063,913.55 20,196,510.75 101,315,028.62 101,388,965.23 Asset impairment loss 20,644,654.62 Plus: Gains from change of fair value (“-“ for loss) Investment gain (“-“ for loss) Incl. Investment gains from affiliates Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) -428,514,048.80 -447,819,107.96 546,500,044.23 532,692,936.48 Plus: Non business income 3,830,210.56 2,690,210.56 367,493.37 367,370.19 Less: Non-business expenses 95,351,983.35 95,334,362.17 12,485,041.27 12,483,891.27 Incl. Loss from disposal of non-current assets -95,319,892.90 -95,319,892.90 12,483,891.27 12,483,891.27 IV. Gross profit (“-“ for loss) -520,035,821.59 -540,463,259.57 534,382,496.33 520,576,415.40 Less: Income tax expenses 3,320,669.20 133,488,805.13 130,144,103.85 V. Net profit (“-“ for net loss) -523,356,490.79 -540,463,259.57 400,893,691.20 390,432,311.55 Net profit attributable to the owners of parent company -523,356,490.79 -540,463,259.57 400,893,691.20 390,432,311.55 Minor shareholders’ equity VI. Earnings per share: (I) Basic earnings per share -0.1669 -0.1723 0.1278 0.1245 (II) Diluted earnings per share -0.1669 -0.1723 0.1278 0.1245 VII. Other misc. incomes 0.00 0.00 0.00 0.00 VIII. Total of misc. incomes -523,356,490.79 -540,463,259.57 400,893,691.20 390,432,311.55 Total of misc. incomes attributable to the owners of the parent company -523,356,490.79 -540,463,259.57 400,893,691.20 390,432,311.55 Total misc gains attributable to the minor shareholdersBengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) 8 4.3 Income Statement from the beginning of year to the end of report term Prepared by Bengang Steel Plates Co., Ltd. Jan-Sept 2009 in RMB Items Amount of the Current Term Amount of the Previous Term Consolidated Parent company Consolidated Parent company I. Total revenue 25,766,554,848.82 25,130,011,586.72 30,405,310,504.16 28,989,542,062.85 Incl. Business income 25,766,554,848.82 25,130,011,586.72 30,405,310,504.16 28,989,542,062.85 Interest income Insurance fee earned Fee and commission received II. Total business cost 27,093,768,462.69 26,535,020,059.65 28,514,626,500.19 27,150,944,676.31 Incl. Business cost 24,606,082,401.34 24,117,956,233.12 25,655,460,715.43 24,344,317,894.43 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 12,354,982.20 10,993,392.89 142,866,366.34 141,379,889.80 Sales expense 183,144,183.18 125,378,898.05 507,378,624.06 467,989,507.23 Administrative expense 2,159,699,456.69 2,147,901,689.12 1,957,763,366.16 1,945,857,876.05 Financial expenses 132,487,439.28 132,789,846.47 251,157,428.20 251,399,508.80 Asset impairment loss Plus: Gains from change of fair value (“-“ for loss) Investment gain (“-“ for loss) Incl. Investment gains from affiliates Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) -1,327,213,613.87 -1,405,008,472.93 1,890,684,003.97 1,838,597,386.54 Plus: Non business income 4,301,840.21 1,783,476.69 9,722,991.82 8,942,868.64 Less: Non-business expenses 95,481,389.59 95,450,018.41 12,565,750.27 12,563,960.27 Incl. Loss from disposal of non-current assets -95,315,772.90 -95,315,772.90 12,483,891.27 12,483,891.27 IV. Gross profit (“-“ for loss) -1,418,393,163.25 -1,498,675,014.65 1,887,841,245.52 1,834,976,294.91 Less: Income tax expenses 14,849,727.93 471,505,745.85 458,744,073.73 V. Net profit (“-“ for net loss) -1,433,242,891.18 -1,498,675,014.65 1,416,335,499.67 1,376,232,221.18 Net profit attributable to the owners of parent company -1,433,242,891.18 -1,498,675,014.65 1,416,335,499.67 1,376,232,221.18 Minor shareholders’ equity VI. Earnings per share: (I) Basic earnings per share -0.4570 -0.4779 0.4516 0.4388 (II) Diluted earnings per share -0.4570 -0.4779 0.4516 0.4388 VII. Other misc. incomes 0.00 0.00 0.00 0.00 VIII. Total of misc. incomes -1,433,242,891.18 -1,498,675,014.65 1,416,335,499.67 1,376,232,221.18 Total of misc. incomes attributable to the owners of the parent company -1,433,242,891.18 -1,498,675,014.65 1,416,335,499.67 1,376,232,221.18 Total misc gains attributable to the minor shareholdersBengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) 9 4.4 Cash Flow Statement from the beginning of year to the end of report term. Prepared by Bengang Steel Plates Co., Ltd. Jan-Sept 2009 in RMB Items Amount of the Current Term Amount of the Previous Term Consolidated Parent company Consolidated Parent company I. Net cash flow from business operation Cash received from sales of products and providing of services 21,066,349,988.45 20,987,557,927.19 25,480,128,100.31 25,419,484,683.61 Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee, and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 50,000.00 61,929,121.39 60,994,295.14 Other cash received from business operation 18,623,195.60 17,263,780.53 13,579,348.64 12,969,856.38 Sub-total of cash inflow from business activities 21,085,023,184.05 21,004,821,707.72 25,555,636,570.34 25,493,448,835.13 Cash paid for purchasing of merchandise and services 18,812,740,908.99 18,782,740,908.99 19,217,325,461.95 19,217,325,461.95 Net increase of client trade and advance Net increase of savings in central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 812,551,693.30 808,505,147.30 887,901,684.85 883,775,182.93 Taxes paid 338,433,022.62 321,407,909.19 1,818,510,384.30 1,786,700,551.66 Other cash paid for business activities 206,665,836.69 199,514,150.68 1,541,160,805.63 1,506,749,954.51 Sub-total of cash outflow from business activities 20,170,391,461.60 20,112,168,116.16 23,464,898,336.73 23,394,551,151.05 Cash flow generated by business operation, net 914,631,722.45 892,653,591.56 2,090,738,233.61 2,098,897,684.08 II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 72,410.00 72,410.00 Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to investment activities 72,410.00 72,410.00Bengang Steel Plates Co., Ltd. The 3rd Quarterly Report 2009 (Full text) 10 Cash paid for construction of fixed assets, intangible assets and other long-term assets 2,682,939,004.87 2,682,939,004.87 2,316,739,022.53 2,316,739,022.53 Cash paid as investment Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 2,682,939,004.87 2,682,939,004.87 2,316,739,022.53 2,316,739,022.53 Net cash flow generated by investment -2,682,939,004.87 -2,682,939,004.87 -2,316,666,612.53 -2,316,666,612.53 III. Cash flow generated by financing Cash received as investment Incl. Cash received as investment from minor shareholders Cash received as loans 5,090,533,139.93 5,090,533,139.93 3,799,402,490.71 3,799,402,490.71 Cash received from bond placing Other financing-related cash received Subtotal of cash inflow from financing activities 5,090,533,139.93 5,090,533,139.93 3,799,402,490.71 3,799,402,490.71 Cash to repay debts 4,246,865,259.20 4,246,865,259.20 2,891,957,911.43 2,891,957,911.43 Cash paid as dividend, profit, or interests 316,119,789.54 316,119,789.54 1,352,628,244.78 1,352,628,244.78 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Subtotal of cash outflow due to financing activities 4,562,985,048.74 4,562,985,048.74 4,244,586,156.21 4,244,586,156.21 Net cash flow generated by financing 527,548,091.19 527,548,091.19 -445,183,665.50 -445,183,665.50 IV. Influence of exchange rate alternation on cash and cash equivalents -157,918.71 -157,918.71 -452,049.83 -452,049.83 V. Net increase of cash and cash equivalents -1,240,917,109.94 -1,262,895,240.83 -671,564,094.25 -663,404,643.78 Plus: Balance of cash and cash equivalents at the beginning of term 2,220,835,995.51 2,209,824,428.24 2,242,866,884.97 2,232,308,962.38 VI. Balance of cash and cash equivalents at the end of term 979,918,885.57 946,929,187.41 1,571,302,790.72 1,568,904,318.60 4.5 Auditors’ Report Auditor’s opinion: not audited.