CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 Chairman of the Board: ZENG NAN October 2012 CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 THE THIRD QUARTER REPORT 2012 I. Important Note Board of Directors and the Supervisory Committee of CSG Holding Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities jointly and severally, for the truthfulness, accuracy and completeness of the whole contents. All the directors are present the meeting of the Board for deliberating the Third Quarter Report of the Company in person. The third quarter financial report of 2012 has not been audited. Chairman of the Board & CEO of the Company Mr. Zeng Nan, CFO Mr. Luo Youming and principle of the financial department Mr. Huang Yanbing hereby confirm the truthfulness and completeness of the Financial Report in the Third Quarter Report of 2012. This report is prepared both in Chinese and English. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail. II. Company Profile (I)Main accounting data and indices Whether retrospective adjustment has been carried out on financial reports of previous periods or not □Yes √ No □Non-applicable Increase/decrease 30 September 2012 31 December 2011 (%) Total assets(RMB) 14,789,459,548 15,281,391,077 -3.22% Owners’ equity attributable to shareholders of the 6,943,464,422 6,911,117,984 0.47% listed company(RMB) Share capital(Share) 2,075,335,560 2,075,837,060 -0.02% Net assets per share attributable to shareholder of 3.35 3.33 0.60% listed company (RMB/ Share) Increase/Decrease The 3rd quarter of Increase/Decrease in From 1 January in comparison with comparison with the to 30 September 2012 the same period of same period of 2011 2012 2011 Total business revenue(RMB) 1,947,809,464 -5.80% 5,293,059,949 -18.65% Net profit attributable to shareholders of the listed 156,677,476 -42.49% 402,770,661 -63.72% company (RMB) Net cash flow arising from operating -- -- 1,382,917,631 12.28% activities(RMB) Net cash flow per share arising from operating -- -- 0.67 13.56% activities (RMB/Share) Basic earnings per share (RMB/Share) 0.08 -38.46% 0.19 -64.15% Diluted earnings per share (RMB/Share) 0.08 -38.46% 0.19 -64.15% Decrease 1.84 Decrease 10.93 Weighted average ROE (%) 2.27% 5.83% percentage points percentage points Weighted average ROE after deducting Decrease 1.79 Decrease 12.11 2.09% 3.84% non-recurring gains/losses (%) percentage points percentage points -1- CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 Non-recurring items deducted and amounts √Applicable □ Non-applicable Amount from the beginning of year to Items Note the end of the report period(RMB) Gains and losses from disposal of non-current assets 4,589,287 Tax refund or exemption approved out of authorization, or without official approval document Governmental subsidy calculated into current gains and losses (excluding the fixed-amount or fixed-proportion governmental subsidies closely 77,908,002 related to the business of the company according to the unified national standard) Fund occupation expenses received from non-financial enterprises that reckon into current gains/losses Income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and joint ventures are lower than its share in fair value of net realizable assets of invested units Gains and losses from exchange of non-monetary assets Gains and losses from entrusted investment or management assets Various asset impairment reserve provided for force majeure, such as natural disaster; Gains/losses from debt reorganization Reorganization expenses, such as expenditure for allocation of employees and integration fee Gains and losses from excess of transaction which are conducted on a non-fair-valued basis over its fair value Current net gains and losses of subsidiaries occurred from combination under the same control commencing from period-begin to combination date Gains and losses from contingent events which has no relation with normal business of the Company Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the Company, and investment 360,000 income from disposal of transactional financial assets and liabilities and financial assets available for sale Reversal of impairment reserve for account receivable with separate impairment testing gains/ losses from external entrustment loans Gains and losses arising from change of fair value of investment properties whose follow-up measurement are at fair value Affect upon current gains/losses arising from the one-off adjustment in subject to requirement of laws and rules in relation to taxation and accounting Income from entrusted custody operation Other non-operating income and expenditure except the abovementioned 11,996,083 Other item that satisfied the definition of non-recurring gains and losses 62,252,488 Influenced amount of minority shareholders’ equity -5,137,579 Impact on income tax -14,128,210 Total 137,840,071 -- Statement of the Company on “Other gain/loss items satisfying the definitions of non-recurring gain/loss accounts” and the non-recurring items defined as recurring items according to the nature and characteristics of the businesses. Item Amount involved (RMB) Note On 21 March 2012, Guangzhou CSG was completed its equity transfer procedures, RMB Net income from equity transfer 62,252,488 62,252,488 was recognized as investment income for the Company. -2- CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 (II)Total of shareholders at the end of the report period and particulars about the shares held by the top ten shareholders Total of shareholders at the end of the report period 249,622 Particulars about shares held by the top ten unrestricted shareholders Amount of Share type and amount unrestricted shares Name of shareholder held at the end of Share type Amount the report period China Northern Industries Corporation 75,167,934 A-share 75,167,934 Xin Tong Chan Industrial Development (Shenzhen) Co., Ltd. 67,740,000 A-share 67,740,000 Shenzhen International Holdings (Shenzhen) Co., Ltd. 65,430,000 A-share 65,430,000 Bank of China— E-fund Shenzhen 100 Exchange-traded Securities 19,464,922 A-share 19,464,922 Investment Fund ICBC—Rongtong Shenzhen 100 Index Securities Investment fund 13,910,937 A-share 13,910,937 BBH A/C Vanguard Emerging Markets Stock Index Fund 12,809,638 B-share 12,809,638 China Minsheng Bank—Yinhua Shenzhen 100 Index Grading Securities A-share 12,741,632 12,741,632 Investment Fund PICC—Tradition-common insurance products 11,600,385 A-share 11,600,385 PICC—dividend-individual insurance 11,224,226 A-share 11,224,226 Bank of China—Franklin Templeton Sealand Potential Combinations A-share 10,958,204 10,958,204 Stock-type Investment Securities Fund Among shareholders as listed above, the 2nd and the 3rd shareholders are holding enterprises of Shenzhen International Holdings Co., Ltd. Except for this, It is Statement on associated relationship or consistent action among the above unknown whether other shareholders belong to related shareholders: party or have associated relationship regulated by the Management Regulation of Information Disclosure on Change of Shareholding for Listed Companies. III. Significant Events (I)The situation and causes for the substantial changes of the main items in the accounting statements and financial indices √Applicable □ Non-applicable Unit:RMB0’000 Increased/Decr Note 30 September 2012 31 December 2011 Rate eased amount Notes receivable (1) 24,797 46,533 -21,736 -47% Prepayment (2) 9,149 5,395 3,754 70% Other account receivable (3) 8,107 5,156 2,951 57% Other current asset (4) 16,446 91,363 -74,917 -82% Construction in process (5) 298,464 171,344 127,120 74% R&D expense (6) 1,345 3,069 -1,724 -56% Notes payable (7) 29,143 10,612 18,531 175% Employees’ wage payable (8) 9,154 13,939 -4,785 -34% Interest payable (9) 10,822 3,842 6,980 182% Other account payable (10) 17,848 88,665 -70,817 -80% -3- CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 Non-current liability due in 38,220 18,003 20,217 112% 1 year (11) Deferred income tax 3,077 4,409 -1,332 -30% liability (12) From 1 January to From 1 January to 30 Increased/Decr Note Rate 30 September 2012 September 2011 eased amount Business income (13) 529,306 650,628 -121,322 -19% Business cost (14) 409,822 432,241 -22,419 -5% Financial expenses (15) 19,353 10,583 8,770 83% Asset impairment loss (16) 239 615 -376 -61% Investment gains (17) 6,261 570 5,691 998% non-operational income (18) 9,604 6,587 3,017 46% Income tax expenses (19) 9,499 25,865 -16,366 -63% Notes: (1) The decrease of notes receivable was mainly resulted from notes matured for cash and endorsement used for payment for goods. (2) The increase of the prepayment was mainly resulted from the increase of prepayment for payment for goods and equipment payment. (3) The increase of other receivables was mainly because of the increase of export tax rebate of the Company’s subsidiaries as well as the increase of receivable balance according to the terms of the contract confirmation resulted from equity transfer procedures of Guangzhou CSG Glass Co., Ltd completed in the report period. (4) The decrease of other current assets was mainly resulted from the assets owned by Guangzhou CSG Glass Co., Ltd. which were reclassified as held for sale last year decreased because the share transfer procedures have been completed before the end of the report period. (5) The increase of construction in progress was mainly because fixed assets with technical improvement of production line in some subsidiaries transferred to constructions in progress. (6) The decrease of development expenditure was mainly due to R&D expenses transferred to intangible assets or expense expenditure. (7) The increase of notes payable was mainly due to the increase of payment for the suppliers by bank acceptance bill in the Company’s subsidiaries in the report period. (8) The decrease of Employees’ wage payable was mainly because the Company paid annual management incentive fund and employee year-end bonus of last year in the report period. (9) The increase of interest payable was mainly because the interest for corporate bond had not been paid yet. (10) The decrease of other payables was because equity transfer of Guangzhou CSG was completed in the report period, and equity transfer amount received in prior-period has transfer-out from item of other account payable. (11) The increase of non-current liability due in 1 year was mainly because part of the long-term loan will expire within 1 year. (12) The decrease of deferred income tax liability was mainly because the write back of mainland subsidiaries withholding income tax for dividend to overseas, which confirmed as the deferred income tax liabilities in the last period. (13) The decrease of revenue was because the price of flat glass and solar energy products were lower than the same period of last year. (14) The decrease of cost of sales was because of decline of the unit cost of the main products of the Company. (15) The increase of financial expenses was mainly because the interest expense after some subsidiaries’ production lines transferred to fixed asset was recorded as current gains and losses, the loss in exchange caused by fluctuating of exchange rate and loan interest increased. (16) The decrease of asset impairment loss was mainly due to the decrease of the bad debt provision for the decreased receivables alteration in the report period compared with the same period last year. (17) The increase of investment income was because of the income from equity transfer of Guangzhou CSG, a subsidiary of the Company. (18) The increase of non-operational income was because of the increase of government supporting grant received by subsidiaries in the report period compared with the last period. (19) The decrease of income tax expense was because of the decrease of earnings before tax in the report period. (II)The progress of material events and the analysis of the solutions 1. Non-standard report □Applicable √ Non-applicable -4- CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 2. The Company exists that it provides funds to the controlling shareholder or its related parties, in violation of the required procedure of guarantee for external parties. □Applicable √ Non-applicable 3. Signature and implement of material contracts related to daily operation □Applicable √ Non-applicable 4. Others √Applicable □ Non-applicable 1.Repurchasing part of the domestically listed foreign shares (B-share) of the Company On 6 August 2012, the First Extraordinary Shareholders’ General Meeting 2012 deliberated and approved the proposal of “repurchasing part of the domestically listed foreign shares (B-share) of the Company”. The company will repurchase no more than 200 million “B” shares with less than HKD 6 per share by centralized price bidding in Shenzhen Stock Exchange after putting on file in relevant regulatory bureau and gaining approval from relevant of authorized commerce and State Administration of Foreign Exchange. The repurchase term will be effective within 12 months since the approved date of shareholders’ general meeting. More details could be found in relevant notices published at China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) on 20 July 2012 and 7 August 2012. 2. Short-term financing bills On 15 April 2011, Annual Shareholders’ General Meeting 2010 of CSG Holding Co., Ltd. deliberated and approved the proposal of issuing short-term financing bills, agreed the Company’s application for issuing short-term financing bills with total amount of RMB 0.7 billion. On 5 August 2011, the Registration Committee of Chinese Inter-bank Market Dealers Association held the Thirty-fourth Registration Meeting of 2011, decided to accept the registration of short-term financing bills with total amount of RMB 0.7 billion and expiry on 12 August 2013. The short-term financing bills were co-lead managed by China Construction Bank Co., Ltd. and China Merchants Bank Co., Ltd., publicly issued to institutional investors of China’s inter-bank bond market by bookkeeping, book building, centralizing and placing, and could be issued by stages within the validity period of registration. On 15 September 2011, the Company successfully issued short-term financing bills of phaseⅠ2011 with total amount of RMB 0.7 billion and deadline of 365 days. And the short-term financing bills were cashed successfully on 14 September 2012. On 23 October 2012, the Company successfully issued short-term financing bills of phaseⅠ2012 with total amount of RMB 0.7 billion and deadline of 365 days. On 6 August 2012, the First Extraordinary Shareholders’ General Meeting 2012 of CSG Holding Co., Ltd deliberated and approved the proposal of issuing short-term financing bills, approving the application of short-term financing bills within RMB 2.2 billion limit. More information can be found on www.chinabond.com.cn and www.chinamoney.com.cn. 3. It does not exist that non-operating fund of listed company is occupied by the largest shareholder and its affiliated enterprises. (III)Commitments of shareholders with over 5% of shares made in the report period or carried over from previous period √Applicable □ Non-applicable Item of Commitment Commitmen Promisee Content of commitments Implementation Commitments date t term The Company has implemented share merger the original reform in May 2006. Till June 2008, the share of non-tradable the original non-tradable shareholders which shareholder holding over 5% total shares of the Company had By the end of Shenzhen all released. Therein, the original non-tradable the report International shareholder Shenzhen International Holdings period, the Commitments Holdings (SZ) (SZ) Limited (with former name of Yiwan original for Share Limited and Xin Industrial Development (Shenzhen) Co., Ltd. ) non-tradable Tong Chan 2009-7-9 N/A shareholders of Merger and Xin Tong Chan Industrial Development Reform Industrial (Shenzhen) Co., Ltd. both are wholly-funded the Company Development subsidiaries to Shenzhen International Holdings have strictly (Shenzhen) Co., Limited (hereinafter Shenzhen International for carried out their Ltd. short) listed in Hong Kong united stock exchange promises. main board. On 9 July 2009, Shenzhen International held the Shareholders’ General Meeting and authorized its board of directors to -5- CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 sell the CSG A share held by Shenzhen International at price of no less than RMB 8.5. Shenzhen International made commitment that it would strictly carry out related regulations of Securities Law, Administration of the Takeover of Listed Companies Procedures and Guiding Opinions on the Listed Companies’ Transfer of Original Shares Released from Trading Restrictions issued by CSRC during implementing share decreasingly-held plan and take information disclosure responsibility timely. Commitments in report of acquisition or equity change Commitments in assets replacement Commitments made in issuing Other commitments for medium and small shareholders Completed on √ Yes □ No time or not Detail reasons for un-complemen N/A t and further plan Whether made a promise to horizontal competition □ Yes √ No and related transactions that resulted or not Solution term N/A promised Solution way N/A Complementat N/A ion (IV) Prediction of business performance for 2012 Alert of loss or significant change in net profit from the beginning of year to the end of next report period or compared with the same period of last year, and statement of causations. √ Applicable □ Non applicable Discription: significant delining at the same trend Type of data filled for the prediction □Actual figures √ Interval figures The same Year-begin to the end of the period of last Increase or decrease (%) next report period year Predicted amount of □Increase accumulative net profit 25,000 -- 35,000 117,823 70.29% -- 78.78% √Decrease (RMB'0,000) Basic income per share □Increase 0.12 -- 0.17 0.57 70.18% -- 78.95% (RMB/Share) √Decrease -6- CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 1. In the report period, influenced by government macro-control policies and production over-capacity, the selling price of flat glass reduce considerably compare with the same period of last year. The profit of flat glass in the Company will reduce considerably compared with the same period of last year. 2. Influenced by the European debt crisis and government subsidy cut, the solar photovoltaic Statement on performance industry keeps sluggish in the report period. The selling price of polysilicon, cells & modules and herald solar energy glass decline considerably compared with the same period of last year. The profit of solar energy industry of the Company will reduce considerably compared with the same period of last year for the above reasons. 3. Based on the principle of prudence, the Company predicts that there will be impairment reserved for some related assets. Because it has not been deliberated and approved by the Board of directors yet, there is still some uncertainty for the prediction. (V) Other issues to be disclosed 1. Securities investment □Applicable √ Non-applicable 2. Derivatives investment □Applicable √ Non-applicable 3. Position of the derivatives investment at the end of the report period □Applicable √ Non-applicable 4. Reception of investigations, communications, or interviews in the report period Main content involved and Date Place Way Type Visitors material provided Introduction of the disclosed In the Spot information about operation 2012-09-04 Institution China Investment Securities Co., Ltd. Company investigation and production of the Company. Guotai Junan Securities Co., Ltd., Everbright Introduction of the disclosed Pramerica Fund Management Co.,Ltd., Ping An In the Spot information about operation 2012-09-19 Institution Insurance (Group) Company Of China, Ltd., Company investigation and production of the Essence Fund Management Co., Ltd., Shenzhen Company. Golden Investment Management Co., Ltd. 5. Corporate bond issuance Whether the Company issued corporate bond or not? √ Yes □ No Approved by the 2nd Extraordinary Shareholders’ General Meeting 2009, the Company issued corporate bond on 20 October 2010 with the amount of RMB 2 billion in total. The bond had two products with 5-year and 7-year, in which product I of 5-year with RMB 1 billion issuance scale and product II of 7-year with RMB 1 billion issuance scale. Meanwhile, attached with option of up-regulate coupon rate of issuer and re-sale option of investors for the product II. On 10 November 2010, the corporate bond was listed for trading in Shenzhen Stock Exchange with fixed annual coupon rate of 5.33% within five-years of duration. Short name for 5-year product was ‘10 CSG 01’ (code 112021) while 7-year product was ‘10 CSG 02’ (code 112022). Closing date for trading will be 20 October 2015 and 20 October 2017 respectively (notice of the Company disclosed shall prevail). More details can be found in Notice of Issuance Results on Company Bond 2010 published at China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) on 26 October 2010. According to the track rating from CCXR in 2012, the Company gained AA+ for subject credit rating, expectation rating was stable, and bond credit rating of this period was AA+. On 20 October 2011 and 22 October 2012, interests in the first two periods of interest-bearing for corporate bond were paid by the Company. The Company will continuously guarantee debt servicing ability by solid development of its own business in the future. -7- CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 IV. Notes (I)Financial statements Consolidated or not √Yes □ No □Non-applicable All figures in the financial statements are in RMB except for otherwise stated. 1. Consolidated Balance Sheet Prepared by CSG Holding Co., Ltd. Unit: RMB Items Ending balance Beginning balance Current asset: Monetary capital 573,369,661 656,239,151 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 247,965,664 465,326,418 Account receivable 380,004,963 315,204,776 Prepayment 91,492,510 53,946,544 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 81,067,215 51,555,671 Repurchasing of financial assets Inventories 499,315,484 479,716,050 Non-current asset due in 1 year Other current asset 164,456,471 913,630,129 Total of current asset 2,037,671,968 2,935,618,739 Non-current assets Disburse of consigned loans Available-for-sale financial asset 110,667,987 117,892,827 Expired investment in possess Long-term receivable Long-term share equity investment Investment real estates Fixed assets 8,529,876,184 9,431,688,834 Construction in process 2,984,635,957 1,713,437,065 Engineering material Fixed asset disposal Productive living assets Gas & petrol Intangible assets 953,711,526 913,473,642 R&D expense 13,445,507 30,688,334 Goodwill 18,404,380 18,404,380 -8- CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 Long-term amortizable expenses 2,334,446 1,319,695 Deffered income tax asset 101,220,881 81,376,849 Other non-current asset 37,490,712 37,490,712 Total of non-current assets 12,751,787,580 12,345,772,338 Total of assets 14,789,459,548 15,281,391,077 Current liabilities Short-term loans 1,736,002,477 1,546,224,149 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Notes payable 291,430,872 106,118,119 Account payable 1,180,826,151 1,345,809,426 Prepayment received 163,239,133 135,537,639 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 91,538,916 139,392,699 Tax payable 145,123,463 139,317,213 Interest payable 108,216,693 38,423,616 Dividend payable 687,627 687,627 Other account payable 178,479,746 886,647,082 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year 382,202,919 180,033,101 Other current liability 526,872 2,926,872 Total of current liability 4,278,274,869 4,521,117,543 Non-current liabilities Long-term borrowings 783,464,576 1,088,240,944 Bond payable 1,985,544,015 1,982,441,160 Long-term payable Special payable Anticipated liabilities Deffered income tax liability 30,765,993 44,090,844 Other non-recurring liabilities 332,361,959 339,566,047 Total of non-current liabilities 3,132,136,543 3,454,338,995 Total of liability 7,410,411,412 7,975,456,538 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 2,075,335,560 2,075,837,060 Capital reserves 1,381,441,692 1,380,994,405 Less: Shares in stock Special reserves 13,201,526 10,591,844 Surplus reserves 599,935,097 599,935,097 Common risk provision Retained profit 2,872,083,502 2,842,873,242 -9- CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 Different of foreign currency translation 1,467,045 886,336 Total of owner’s equity belong to the parent company 6,943,464,422 6,911,117,984 Minor shareholders’ equity 435,583,714 394,816,555 Total of owners’ equity (or shareholders’ equity) 7,379,048,136 7,305,934,539 Total of liability and shareholders’ equity (or owners’ equity) 14,789,459,548 15,281,391,077 Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 2. Balance Sheet of the Parent Company Prepared by CSG Holding Co., Ltd. Unit: RMB Items Ending balance Beginning balance Current asset: Monetary capital 160,260,794 229,898,568 Transactional financial assets Notes receivable Account receivable Prepayment Interest receivable Dividend receivable 177,241,113 Other account receivable 1,453,809,889 1,464,351,799 Inventories Non-current asset due in 1 year Other current asset Total of current asset 1,791,311,796 1,694,250,367 Non-current assets Available-for-sale financial asset 84,882,395 90,423,881 Expired investment in possess Long-term receivable 2,324,797,088 2,165,031,152 Long-term share equity investment 4,768,142,121 4,568,233,404 Investment real estates Fixed assets 16,329,573 14,583,342 Construction in process 5,403,046 Engineering material Fixed asset disposal Productive living assets Gas & petrol Intangible assets 3,204,384 3,537,234 R&D expense Goodwill Long-term amortizable expenses Deffered income tax asset Other non-current asset Total of non-current assets 7,202,758,607 6,841,809,013 Total of assets 8,994,070,403 8,536,059,380 Current liabilities - 10 - CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 Short-term loans 700,000,000 761,613,200 Trade off financial liabilities Notes payable Account payable 29,790 Prepayment received Employees’ wage payable 3,956,620 40,403,745 Tax payable 85,932 609,880 Interest payable 12,946,069 2,984,980 Dividend payable 687,627 687,627 Other account payable 940,051,414 947,884,945 Non-current liability due in 1 year Other current liability Total of current liability 1,657,757,452 1,754,184,377 Non-current liabilities Long-term borrowings 130,000,000 Bond payable 1,985,544,015 1,982,441,160 Long-term payable Special payable Anticipated liabilities Deffered income tax liability 16,810,349 18,195,720 Other non-recurring liabilities 5,000,000 Total of non-current liabilities 2,137,354,364 2,000,636,880 Total of liability 3,795,111,816 3,754,821,257 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 2,075,335,560 2,075,837,060 Capital reserves 1,418,995,573 1,417,697,982 Less: Shares in stock Special reserves Surplus reserves 599,935,097 599,935,097 Common risk provision Retained profit 1,104,692,357 687,767,984 Different of foreign currency translation Total of owners’ equity (or shareholders’ equity) 5,198,958,587 4,781,238,123 Total of liability and shareholders’ equity (or owners’ equity) 8,994,070,403 8,536,059,380 Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 3. Consolidated Income Statement in the report period Prepared by CSG Holding Co., Ltd. Unit: RMB Items Balance of this period Balance of last period I. Total revenue 1,947,809,464 2,067,750,476 Incl. Business income 1,947,809,464 2,067,750,476 Interest income Insurance fee earned Fee and commission received - 11 - CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 II. Total business cost 1,739,427,606 1,707,066,409 Incl. Business cost 1,460,092,713 1,446,089,410 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 14,067,914 15,537,197 Sales expense 68,298,247 57,361,014 Administrative expense 137,745,946 146,253,013 Financial expenses 60,177,826 40,623,406 Asset impairment loss -955,040 1,202,369 Plus: gains from change of fair value (“-“for loss) Investment gains (“-“ for loss) -801,520 Incl. Investment gains from affiliates Exchange gains (“-“ for loss) III. Operational profit (“-“ for loss) 208,381,858 359,882,547 Plus: non-operational income 16,215,764 23,967,362 Less: non-operational expenditure 685,629 1,444,475 Incl. Loss from disposal of non-current assets 526,917 1,209,476 IV. Gross profit (“-“ for loss) 223,911,993 382,405,434 Less: Income tax expenses 39,063,624 69,224,449 V. Net profit (“-“ for net loss) 184,848,369 313,180,985 Including: Net profit realized by the entity taken over before the takeover Net profit attributable to the owners of parent company 156,677,476 272,443,398 Minor shareholders’ equity 28,170,893 40,737,587 VI. Earnings per share: -- -- (I) Basic earnings per share 0.08 0.13 (II) Diluted earnings per share 0.08 0.13 VII. Other misc. incomes -9,171,897 -1,508,872 VIII. Total of misc. incomes 175,676,472 311,672,113 Total of misc. incomes attributable to the owners of the parent 147,505,579 270,934,526 company Total misc gains attributable to the minor shareholders 28,170,893 40,737,587 Net profit contributed by entities merged under common control in the report period was RMB 0. Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 4. Income Statement of the Parent Company in the report period Prepared by CSG Holding Co., Ltd. Unit: RMB Items Balance of this period Balance of last period I. Turnover 0 1,065,932 Less: Operation cost 61,291 - 12 - CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 Business tax and surcharge Sales expense Administrative expense 6,492,555 16,376,512 Financial expenses 1,902,340 2,716,657 Asset impairment loss -20,701 Plus: gains from change of fair value (“-“ for loss) Investment gains (“-“ for loss) -801,520 Incl. Investment gains from affiliates II. Operational profit (“-“ for loss) -8,374,194 -18,890,048 Plus: Non business income 5,000,000 4,294,527 Less: Non-business expenses 11,077 1,762 Incl. Loss from disposal of non-current assets 11,077 1,762 III. Total profit (“-“ for loss) -3,385,271 -14,597,283 Less: Income tax expenses IV.Net profit (“-“ for net loss) -3,385,271 -14,597,283 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other misc gains -6,982,760 VII. Total of integrated income -10,368,031 -14,597,283 Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 5. Consolidated Income Statement from the beginning of the year to the end of the report period Prepared by CSG Holding Co., Ltd. Unit: RMB Items Balance of this period Balance of last period I. Total revenue 5,293,059,949 6,506,284,578 Incl. Business income 5,293,059,949 6,506,284,578 Interest income Insurance fee earned Fee and commission received II. Total business cost 4,876,317,005 5,085,105,349 Incl. Business cost 4,098,220,248 4,322,413,812 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 31,093,001 42,881,002 Sales expense 173,833,081 196,815,255 Administrative expense 377,254,068 411,012,116 Financial expenses 193,530,038 105,833,510 Asset impairment loss 2,386,569 6,149,654 - 13 - CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 Plus: gains from change of fair value (“-“for loss) Investment gains (“-“ for loss) 62,612,488 5,695,272 Incl. Investment gains from affiliates Exchange gains (“-“ for loss) III. Operational profit (“-“ for loss) 479,355,432 1,426,874,501 Plus: non-operational income 96,036,837 65,872,412 Less: non-operational expenditure 1,543,465 2,126,759 Incl. Loss from disposal of non-current assets 1,007,710 1,570,423 IV. Gross profit (“-“ for loss) 573,848,804 1,490,620,154 Less: Income tax expenses 94,992,390 258,651,736 V. Net profit (“-“ for net loss) 478,856,414 1,231,968,418 Including: Net profit realized by the entity taken over before the takeover Net profit attributable to the owners of parent company 402,770,661 1,110,086,740 Minor shareholders’ equity 76,085,753 121,881,678 VI. Earnings per share: -- -- (I) Basic earnings per share 0.19 0.53 (II) Diluted earnings per share 0.19 0.53 VII. Other misc. incomes -4,936,175 68,578 VIII. Total of misc. incomes 473,920,239 1,232,036,996 Total of misc. incomes attributable to the owners of the parent 397,789,655 1,110,155,318 company Total misc gains attributable to the minor shareholders 76,130,584 121,881,678 Net profit contributed by entities merged under common control from the beginning of the year to the end of the report period was RMB 0. Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 6. Income Statement of the Parent Company from the beginning of the year to the end of the report period Prepared by CSG Holding Co., Ltd. Unit: RMB Items Balance of this period Balance of last period I. Turnover 1,257,853 2,479,239 Less: Operation cost 70,566 432,531 Business tax and surcharge Sales expense Administrative expense 14,791,978 50,625,419 Financial expenses 11,129,772 4,420,474 Asset impairment loss 300,078 Plus: gains from change of fair value (“-“ for loss) Investment gains (“-“ for loss) 805,030,048 1,052,539,196 Incl. Investment gains from affiliates II. Operational profit (“-“ for loss) 779,995,507 999,540,011 Plus: Non business income 10,501,000 4,494,527 Less: Non-business expenses 11,735 5,384 Incl. Loss from disposal of non-current assets 11,735 5,384 III. Total profit (“-“ for loss) 790,484,772 1,004,029,154 - 14 - CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 Less: Income tax expenses -212,380 IV.Net profit (“-“ for net loss) 790,484,772 1,004,241,534 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other misc gains -4,156,114 VII. Total of integrated income 786,328,658 1,004,241,534 Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 7. Consolidated Cash Flow Statement from the beginning of the year to the end of the report period Prepared by CSG Holding Co., Ltd. Unit: RMB Items Balance of this period Balance of last period I. Net cash flow from business operation Cash received from sales of products and providing of services 6,214,902,734 6,982,130,973 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 112,452,601 170,244,219 Other cash received from business operation 90,181,088 91,771,196 Sub-total of cash inflow from business activities 6,417,536,423 7,244,146,388 Cash paid for purchasing of merchandise and services 3,662,281,292 4,276,591,772 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 592,345,154 671,840,534 Taxes paid 483,528,672 792,085,095 Other cash paid for business activities 296,463,674 272,012,466 Sub-total of cash outflow from business activities 5,034,618,792 6,012,529,867 Cash flow generated by business operation, net 1,382,917,631 1,231,616,521 II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment profit 339,962 1,000,000 Net cash retrieved from disposal of fixed assets, intangible assets, 8,098,484 1,207,810 and other long-term assets Net cash received from disposal of subsidiaries or other operational 78,552,498 279,482,884 - 15 - CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 units Other investment-related cash received 43,531,540 95,243,322 Sub-total of cash inflow due to investment activities 130,522,484 376,934,016 Cash paid for construction of fixed assets, intangible assets and 1,061,357,422 2,461,687,679 other long-term assets Cash paid as investment 27,068,998 55,535,338 Net increase of loan against pledge Net cash received from subsidiaries and other operational units 5,000,000 Other cash paid for investment activities 4,742,970 15,000,000 Sub-total of cash outflow due to investment activities 1,093,169,390 2,537,223,017 Net cash flow generated by investment -962,646,906 -2,160,289,001 III. Cash flow generated by financing Cash received as investment 52,855,285 165,966,547 Incl. Cash received as investment from minor shareholders 52,855,285 165,966,547 Cash received as loans 2,383,345,342 3,510,838,706 Cash received from bond placing Other financing-related cash received 36,000,000 402,956,394 Subtotal of cash inflow from financing activities 2,472,200,627 4,079,761,647 Cash to repay debts 2,297,104,281 1,977,417,711 Cash paid as dividend, profit, or interests 639,944,823 943,707,496 Incl. Dividend and profit paid by subsidiaries to minor shareholders 123,764,085 130,710,610 Other cash paid for financing activities 44,774,967 9,184,990 Subtotal of cash outflow due to financing activities 2,981,824,071 2,930,310,197 Net cash flow generated by financing -509,623,444 1,149,451,450 IV. Influence of exchange rate alternation on cash and cash 601,947 -8,323,704 equivalents V. Net increase of cash and cash equivalents -88,750,772 212,455,266 Plus: Balance of cash and cash equivalents at the beginning of term 634,416,574 660,213,739 VI. Balance of cash and cash equivalents at the end of term 545,665,802 872,669,005 Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 8. Cash Flow Statement of the Parent Company from the beginning of the year to the end of the report period Prepared by CSG Holding Co., Ltd. Unit: RMB Items Balance of this period Balance of last period I. Net cash flow from business operation Cash received from sales of products and providing of services Tax returned Other cash received from business operation 2,914,770 4,641,481 Sub-total of cash inflow from business activities 2,914,770 4,641,481 Cash paid for purchasing of merchandise and services Cash paid to staffs or paid for staffs 41,818,591 136,114,996 Taxes paid 232,259 464,786 Other cash paid for business activities 9,507,157 5,524,822 Sub-total of cash outflow from business activities 51,558,007 142,104,604 - 16 - CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2012 Cash flow generated by business operation, net -48,643,237 -137,463,123 II. Cash flow generated by investing Cash received from investment retrieving 133,000,000 Cash received as investment profit 526,634,274 992,590,922 Net cash retrieved from disposal of fixed assets, intangible assets, 450 and other long-term assets Net cash received from disposal of subsidiaries or other operational 62,400,000 228,675,000 units Other investment-related cash received 15,500,000 Sub-total of cash inflow due to investment activities 604,534,724 1,354,265,922 Cash paid for construction of fixed assets, intangible assets and 8,310,383 367,250 other long-term assets Cash paid as investment 203,105,620 863,742,296 Net cash received from subsidiaries and other operational units Other cash paid for investment activities 103,717,913 374,846,268 Sub-total of cash outflow due to investment activities 315,133,916 1,238,955,814 Net cash flow generated by investment 289,400,808 115,310,108 III. Cash flow generated by financing Cash received as investment Cash received as loans 830,000,000 860,765,640 Cash received as bond issuance Other financing-related cash received Subtotal of cash inflow from financing activities 830,000,000 860,765,640 Cash to repay debts 761,500,720 211,983,420 Cash paid as dividend, profit, or interests 374,762,405 730,342,205 Other cash paid for financing activities 2,221,645 4,118,420 Subtotal of cash outflow due to financing activities 1,138,484,770 946,444,045 Net cash flow generated by financing -308,484,770 -85,678,405 IV. Influence of exchange rate alternation on cash and cash -1,910,576 -381,019 equivalents V. Net increase of cash and cash equivalents -69,637,775 -108,212,439 Plus: Balance of cash and cash equivalents at the beginning of term 229,898,569 373,901,165 VI. Balance of cash and cash equivalents at the end of term 160,260,794 265,688,726 Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing (II)Auditor’s Report Auditor’s opinion Unaudited Board of Directors of CSG Holding Co., Ltd. 30 October 2012 - 17 -