CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Chairman of the Board: ZENG NAN April 2013 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Section I Important Notice 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, individual and/or joint, for the reality, accuracy and completion of the whole contents. Mr. Zeng Nan, Chairman of the Board & CEO of the Company, CFO Mr. Luo Youming and principle of the financial department Mr. Huang Yanbing confirm that the Financial Report enclosed in the First Quarter Report 2013 is true and complete. Except for the following directors, others are present the meeting of the Board for deliberating the First Quarter Report of the Company in person. Name of director absent Position Reason for absence Name of authorized director Li Jingqi Director Due to business trip Chen Chao Guo Yongchun Director Due to business trip Yan Ganggang 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. 1 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Section II Main accounting data and Changes in Shareholders I. Main accounting data Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No The 1st quarter of 2013 The 1st quarter of 2012 Percentage of change(%) Operating income (RMB) 1,456,792,882 1,523,060,818 -4.35% Net profit attributable to shareholders of 107,660,977 121,231,046 -11.19% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 90,472,570 10,646,189 749.81% non-recurring gains and losses(RMB) Net cash flow arising from operating 289,618,073 257,286,802 12.57% activities(RMB) Basic earnings per share (RMB/Share) 0.05 0.06 -16.67% Diluted earnings per share (RMB/Share) 0.05 0.06 -16.67% The weighted average return on net 1.57% 1.74% -0.17% assets(%) The 1st quarter of 2013 31 December 2012 Percentage of change(%) Total assets (RMB) 14,763,484,435 14,335,809,746 2.98% Net assets attributable to shareholder of 6,915,907,395 6,816,210,753 1.46% listed company(RMB) Items and amounts of extraordinary profit (gains)/loss √Applicable □ Not applicable Unit: RMB Amount from year-beginning to the Item Note end of the report period Gains/losses from the disposal of non-current asset (including the 2,625,685 write-off that accrued for impairment of assets) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to national standards, 19,115,103 which are closely relevant to enterprise’s business) Other non-operating income and expenditure except for the 1,794,284 aforementioned items 2 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Impact on income tax 5,071,407 Impact on minority shareholders’ equity (post-tax) 1,275,258 Total 17,188,407 -- II. Total shareholders at the end of the report period and particulars about the top ten shareholders Unit: Share Total shareholders at the end of the 234,781 report period Particulars about the top ten shareholders Amount of Number of share Proportion of Nature of pledged/frozen Full name of Shareholders shares held Total shares held restricted shareholder (%) shares held Share status Amount China Northern Industries State-owned legal 3.62% 75,167,934 0 Corporation person Domestic non Xin Tong Chan Industrial state-owned legal 3.26% 67,740,000 0 Development (Shenzhen) Co., Ltd. person Domestic non Shenzhen International Holdings state-owned legal 3.15% 65,430,000 0 (Shenzhen) Co., Ltd. person Domestic non BOC-DaCheng Blue-chip Stable state-owned legal 0.99% 20,629,516 0 Security Investment Fund person Domestic non PICC-dividend-individual issuance state-owned legal 0.86% 17,944,560 0 person Domestic non BOC-E-fund Shenzhen Index 100 state-owned legal 0.76% 15,700,035 0 ETF person BBH A/C VANGUARD EMERGING Overseas legal 0.73% 15,240,463 0 MARKETS STOCK INDEX FUND person Domestic non ICBC—Rongtong Shenzhen Index state-owned legal 0.61% 12,761,487 0 100 Security Investment Fund person Domestic non CMBC-Yinhua 100 Grading Security state-owned legal 0.59% 12,281,861 0 Investment Fund person 3 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Domestic non PICC-traditional-ordinary issuance state-owned legal 0.56% 11,600,385 0 products person Particular about the top ten shareholders with un-restrict shares held Type of shares Full name of Shareholders Amount of un-restrict shares held Type Amount China Northern Industries Corporation 75,167,934 RMB ordinary shares 75,167,934 Xin Tong Chan Industrial Development 67,740,000 RMB ordinary shares 67,740,000 (Shenzhen) Co., Ltd. Shenzhen International Holdings (Shenzhen) Co., 65,430,000 RMB ordinary shares 65,430,000 Ltd. BOC-DaCheng Blue-chip Stable Security 20,629,516 RMB ordinary shares 20,629,516 Investment Fund PICC-dividend-individual issuance 17,944,560 RMB ordinary shares 17,944,560 BOC-E-fund Shenzhen Index 100 ETF 15,700,035 RMB ordinary shares 15,700,035 BBH A/C VANGUARD EMERGING Domestic-listed 15,240,463 15,240,463 MARKETS STOCK INDEX FUND Foreign Share ICBC—Rongtong Shenzhen Index 100 Security 12,761,487 RMB ordinary shares 12,761,487 Investment Fund CMBC-Yinhua 100 Grading Security Investment 12,281,861 RMB ordinary shares 12,281,861 Fund PICC-traditional-ordinary issuance products 11,600,385 RMB ordinary shares 11,600,385 Among shareholders as listed above, Shenzhen International Holdings (Shenzhen) Co., Ltd. and Xin Tong Chan Development (Shenzhen) Co., Ltd. are holding enterprises and belong to controlling enterprise of Shenzhen Explanation on associated relationship among the International Holdings Co., Ltd. Except for this, It is unknown whether other aforesaid shareholders shareholders belong to related party or have associated relationship regulated by the Management Regulation of Information Disclosure on Change of Shareholding for Listed Companies. 4 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Section III Important Events I. Particulars and explanations about significant changes in main accounting statement and financial indexes Unit: RMB’0,000 Note 31 March 2013 31 December 2012 Amount of Percentage change of change Cash at bank and on hand (1) 63,186 47,442 15,744 33% Inventories (2) 48,725 36,729 11,996 33% Construction in progress (3) 261,787 193,473 68,314 35% Development expenditure (4) 706 361 345 96% Other non-current assets (5) 1,211 5,186 (3,975) (77%) Short-term borrowings (6) 243,014 168,805 74,209 44% Interest payable (7) 7,206 3,509 3,697 105% Other payables (8) 26,447 16,597 9,850 59% Current portion of non-current (9) 10,032 48,169 (38,137) (79%) liabilities Note Jan.-Mar.2013 Jan.-Mar.2012 Amount of Percentage change of change Cost of sales (10) 105,072 123,089 (18,017) (15%) Taxes and surcharges (11) 1,090 802 288 36% Selling and distribution expenses (12) 5,838 4,657 1,181 25% Investment income (13) - 6,225 (6,225) (100%) Non-operating income (14) 3,064 5,910 (2,846) (48%) Income tax expenses (15) 4,480 2,765 1,715 62% Note: 1. The increase of cash at bank and on hand was mainly due to the increase of bank deposit. 2. The increase of inventories was mainly due to the increase of raw materials and finished goods for part of the Group’s subsidiaries stocked up for their follow-up orders. 3. The increase of construction in progress was mainly due to the Group’s investment in the construction of the project items, as well as the subsidiary company, Dongguan CSG Solar Glass Co., Ltd. transformed its phase I and II production lines, transferring fixed assets into construction in progress. 4. The increase of development expenditure was mainly due to the increase of R & D expenditure accordance with the "development expenditure" accounting. 5 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 5. The decrease of other non-current assets was mainly because the procedures of the Group's acquisition of shares of external company were completed during the report period, and payment on account for equity acquisition was transferred from other non-current assets account. 6. The increase of short-term borrowings was mainly because the Group issued short-term financing bonds during the report period. 7. The increase of interest payable was mainly because the provision of bond interest payable has not been paid by the Group during the report period. 8. The increase of other payables was mainly attributable to the increase of payable for land transfer and collecting of tender deposit of the subsidiaries. 9. The decrease of current portion of non-current liabilities was mainly because the subsidiaries of the Group returned the long-term loan which would expire within one year. 10. The decrease of cost of sales was mainly due to the decrease of income and the decrease of unit production cost of main products of the Group. 11. The increase of taxes and surcharges was mainly because the increase of value-added tax resulted from the raise of sales gross margin which led to the increase of the city maintenance and construction tax and education surcharge. 12. The increase of selling and distribution expenses was mainly due to the increase of the sales volume of architectural glass industry of the Group during the report period. 13. The decrease of investment income was because investment income was generated by the Group selling the shares of Guangzhou CSG in the same period last year, but there was no such transaction during the report period. 14. The decrease of non-operating income was mainly because the governmental subsidy received by the subsidiaries of the Group was less than that of the same period last year. 15. The increase of income tax expenses was mainly due to the increase of pre-tax profits of part of the Group’s subsidiaries during the report period. II. Analysis of progress and impact of important events and the solutions 1.Significant lawsuits and arbitrations of the Company In May 2011, Guangzhou Bodi Enterprise Management co., LTD. (hereinafter referred to as "Guangzhou Bodi") and Diyao Development co., LTD. (hereinafter referred to as the "Diyao Development") bought 100% Guangzhou CSG equity with RMB 403 million. In July 2011, Guangzhou Bodi and the Diyao Development failed to timely pay the equity transfer Phase Ⅱ. The parties, with an agreement, promised that Guangzhou Bodi and the Diyao Development pay liquidated damages of about RMB 11.82 million. However, since April 2012, Guangzhou Bodi and the Diyao Development have refused to pay the balance of the equity transfer, liquidated damages and supervision fees, legal fees and the corresponding interest about RMB29 million in total. CSG Holding co., LTD. filed a lawsuit, recorded by Shenzhen Nanshan District People's Court (hereinafter referred to as Shen Nan Court Civil 2nd Chu No. 1035), whose trial date has not been determined currently. In December 2012, Guangzhou Bodi and Diyao Development litigated to Guangdong High People's Court to charge the CSG’s payment of RMB 378 million for liquidated damages (hereinafter referred to as the Yue High People Civil 4th Chu No. 5) with the excuse of CSG not preparing well to hand over the target enterprise as agreed. It is the same fact that CSG Holding co., LTD. filed the lawsuit to Shenzhen Nanshan District People's Court, and the later has already accepted this lawsuit. The case is undergoing its trial stage, whose trial date has not yet been set. CSG’s independent third party lawyer states that the case of Shen Nan Court Civil 2nd Chu No. 1035 is a suit which CSG sued Guangzhou Bodi and Diyao Development for standing for the rights regulated in equity transfer contract, 6 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 while the substance of the case filed in Yue High People Civil 4th Chu No. 5 is a malicious litigation made by Guangzhou Bodi and Diyao Development through the means of fictional facts and default litigant objects. For details, please refer to the Significant Lawsuit Announcement of CSG (No.2012-052) disclosed at www.cninfo.com.cn. 2.Acquisition of assets To ensure the raw material supply for production base of Yichang fine Glass of CSG, the Company planned to invest production line for ultra-thin glass in Yichang. By field visit, it is found that the land and supporting facilities currently possessed by Yichang Hejing Photoconductive Ceramics Co., Ltd. beside the production base of Yichang CSG Polysilicon could meet the relevant requirements. Approved by the board of directors, CSG purchased 73.58% shares of Yichang Hejing Photoconductive Ceramics Co., Ltd. and became the controlling shareholder. The acquisition would enable the Company to effectively integrate the resources and give full play to synergistic effects of management. Counterparty or ultimate Purchased or placed Transaction price Progress Whether it is controlling party into assets (RMB 0,000) related transaction Taichang Investment Co., 73.58%shares of 6,180.72 The acquisition agreement was No Ltd., Shenzhen Baoteng Yichang Hejing signed on 11th, Dec., 2012, and Hengfu Chuangye Photoconductive the procedures of equity transfer Investment Co., Ltd. Ceramics Co., Ltd. were completed in Jan., 2013. 3. Repurchase Part of Domestic-listed Foreign Shares (B-share) 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. In October 2010, the Company issued corporate bonds. According to Trial Measures for Corporate Bonds and CSG Bondholders Meeting Regulations 2010, effective resolutions should be made in bondholders meeting when reduction of company capital involved. As a bondholder China Merchants Securities co., LTD called the first bondholders meeting of 2012 on 11 December 2012. Because the bill failed to get approval of 1/2 or more of the total voting rights on behalf of bond holders, the meeting hasn’t formed any effective resolution. Therefore, the Company would face the risk of being asked to pay off debt ahead of time by bondholders if repurchased B shares, which will bring larger losses to the company, the bond trustee China Merchants Securities co., LTD. shall continue to communicate with the bond holders. For details, please refer to the related announcement disclosed at China Securities Journal, Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn on 20 July 2012, 7 August 2012 and 12 December 2012. 4. Short-term Financing Bonds On 15 April 2011, annual shareholders’ general meeting 2010 of CSG Holding Co., Ltd. considered and passed the proposal of publishing short-term financing bills, agreed the Company’s application for publishing 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 co-lead managed by China Construction Bank Co., Ltd. and China Merchants Bank Co., Ltd., publicly issue to 7 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 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 published short-term financing bills 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 short-term financing bills offering with application of short-term financing bill within RMB 2.2 billion limit. On 11 January 2013, National Association of Financial market Institutional Investors held its 1st registration meeting of 2013, in which NAFMII decided to accept the Company’s short-term financing bonds registration, amounting to RMB 1.1 billion, valid until January 25, 2015. China Merchants Bank Co., Ltd, and Shanghai Pudong Development Bank Co., Ltd were joint lead underwriters of these short-term financing bonds, which could be issued by stages within the validity period of registration. On 7 March 2013, the Company issued the first batch of short-term financing bonds with a total amount of RMB 1.1 billion, period for one year. For details, please refer to www.chinabond.com.cn and www.chinamoney.com.cn. III. Commitments made by the Company or shareholders holding above 5% shares of the Company in the report period or extending to the report period. Commit- Commit- Implement- Commitments Promisee Content of commitments ment ment ation date term The Company has implemented share merger reform in May 2006. Till June 2008, the share of the original non-tradable shareholders which holding over 5% total shares of the Company had all released. Therein, the original non-tradable shareholder Shenzhen The original International Holdings (SZ) Limited (with non-tradable former name of Yiwan Industrial By the end of shareholder Development (Shenzhen) Co., Ltd. ) and the report Shenzhen Xin Tong Chan Industrial Development period, the International (Shenzhen) Co., Ltd. both are above Commitments for Holdings (SZ) wholly-funded subsidiaries to Shenzhen 2006-05 shareholders of N/A Share Merger Reform Limited and Xin International Holdings Limited -22 the Company Tong Chan (hereinafter Shenzhen International for have strictly Industrial short) listed in Hong Kong united stock carried out Development exchange main board. Shenzhen their promises. (Shenzhen) Co., International made commitment that it Ltd. 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 8 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 decreasingly-held plan and take information disclosure responsibility timely. Commitments in report of acquisition or equity change Commitments in assets reorganization Commitments in initial public offering or re-financing Other commitments for medium and small shareholders Completed on time or not Yes Detail reasons for un-complement and further Not applicable plan Whether made a promise to horizontal competition and Yes related transactions that resulted or not Solution term promised Long-term effective Solution way Not applicable Complementation Fulfilling IV. Prediction of business performance for Jan.-Jun. 2013 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 V. Reception of researches, communications, or interviews in the report period Main content Date Place Way Type Visitors involved and material provided China Merchants Securities Co., Ltd., GF Introduced the Securities Co., Ltd., E Fund Management Co., Conference operation Field Ltd., China Southern Asset management Co., 2013-01-10 room of the Institute condition of the research Ltd., Shenzhen Capital Co., Ltd., Guotai Company Company Junan Securities Asset Management Co., Ltd., disclosed. Happy Life Insurance Co., Ltd., Bosera Funds 9 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Section IV Financial Report I. Financial Statements 1. Consolidated Balance Sheet Prepared by CSG Holding Co., Ltd. Unit: RMB Items Ending balance Beginning balance Current asset: Monetary capital 631,856,608 474,421,278 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 219,558,938 299,804,348 Account receivable 265,483,765 276,814,461 Prepayment 85,546,411 70,007,569 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 69,251,456 63,047,384 Repurchasing of financial assets Inventories 487,251,794 367,293,857 Non-current asset due in 1 year Other current asset 173,282,868 167,499,349 Total of current asset 1,932,231,840 1,718,888,246 Non-current assets Disburse of consigned loans Available-for-sale financial asset 100,906,917 109,955,459 Expired investment in possess Long-term receivable 10 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Long-term share equity investment Investment real estates Fixed assets 8,901,381,006 9,418,430,703 Construction in process 2,617,873,690 1,934,725,631 Engineering goods Fixed asset disposal Production physical assets Gas & petrol Intangible assets 1,020,147,006 929,486,926 R&D expense 7,064,640 3,610,292 Goodwill 3,039,946 3,039,946 Long-term amortizable expenses 5,693,592 2,713,907 Differed income tax asset 163,035,086 163,100,004 Other non-current asset 12,110,712 51,858,632 Total of non-current assets 12,831,252,595 12,616,921,500 Total of assets 14,763,484,435 14,335,809,746 Current liabilities Short-term loans 2,430,141,033 1,688,049,571 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Notes payable 132,006,195 183,487,216 Account payable 1,020,387,490 1,120,003,975 Prepayment received 118,720,755 135,413,065 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 81,644,951 104,895,290 Tax payable 98,199,735 134,645,371 Interest payable 72,056,059 35,091,990 Dividend payable 687,627 687,627 Other account payable 264,466,782 165,969,155 Reinsurance fee payable Insurance contract provision 11 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year 100,320,988 481,687,841 Other current liability 629,627 526,872 Total of current liability 4,319,261,242 4,050,457,973 Non-current liabilities Long-term borrowings 633,088,311 711,112,961 Bond payable 1,987,716,372 1,986,624,288 Long-term payable Special payable Anticipated liabilities Differed income tax liability 29,947,641 32,046,701 Other non-recurring liabilities 357,127,121 287,373,063 Total of non-current liabilities 3,007,879,445 3,017,157,013 Total of liability 7,327,140,687 7,067,614,986 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 2,075,335,560 2,075,335,560 Capital reserves 1,374,302,353 1,381,031,988 Less: Shares in stock Special reserves 15,076,671 14,831,266 Surplus reserves 678,216,577 678,216,577 Common risk provision Retained profit 2,773,438,557 2,665,777,580 Different of foreign currency translation -462,323 1,017,782 Total of owner’s equity belong to the 6,915,907,395 6,816,210,753 parent company Minor shareholders’ equity 520,436,353 451,984,007 Total of owners’ equity (or 7,436,343,748 7,268,194,760 shareholders’ equity) Total of liability and shareholders’ 14,763,484,435 14,335,809,746 equity (or owners’ equity) Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 12 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 2. Balance Sheet of the Parent Company Prepared by CSG Holding Co., Ltd. Unit: RMB Items Ending balance Beginning balance Current asset: Monetary capital 244,665,251 139,915,851 Transactional financial assets Notes receivable Account receivable Prepayment Interest receivable Dividend receivable Other account receivable 2,428,125,338 1,753,686,199 Inventories Non-current asset due in 1 year Other current asset Total of current asset 2,672,790,589 1,893,602,050 Non-current assets Available-for-sale financial asset 77,395,615 84,335,860 Expired investment in possess Long-term receivable 2,291,651,554 2,281,424,431 Long-term share equity investment 4,744,724,679 4,635,634,350 Investment real estates Fixed assets 13,710,938 13,311,942 Construction in process 20,665,188 10,254,145 Engineering goods Fixed asset disposal Production physical assets Gas & petrol Intangible assets 2,982,485 3,093,435 R&D expense 331,428 134,999 Goodwill Long-term amortizable expenses 2,379,075 Differed income tax asset 13 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Other non-current asset 22,806,000 Total of non-current assets 7,153,840,962 7,050,995,162 Total of assets 9,826,631,551 8,944,597,212 Current liabilities Short-term loans 1,975,000,000 750,000,000 Trade off financial liabilities Notes payable Account payable 29,790 29,790 Prepayment received Employees’ wage payable 2,031,548 4,833,381 Tax payable 192,042 72,283 Interest payable 8,143,607 3,115,745 Dividend payable 687,627 687,627 Other account payable 500,292,185 842,603,141 Non-current liability due in 1 year Other current liability Total of current liability 2,486,376,799 1,601,341,967 Non-current liabilities Long-term borrowings 150,000,000 140,000,000 Bond payable 1,987,716,372 1,986,624,288 Long-term payable Special payable Anticipated liabilities Differed income tax liability 14,938,654 16,673,715 Other non-recurring liabilities 8,897,000 8,897,000 Total of non-current liabilities 2,161,552,026 2,152,195,003 Total of liability 4,647,928,825 3,753,536,970 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 2,075,335,560 2,075,335,560 Capital reserves 1,413,743,546 1,418,767,193 Less: Shares in stock Special reserves Surplus reserves 678,216,577 678,216,577 14 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Common risk provision Retained profit 1,011,407,043 1,018,740,912 Different of foreign currency translation Total of owners’ equity (or 5,178,702,726 5,191,060,242 shareholders’ equity) Total of liability and shareholders’ 9,826,631,551 8,944,597,212 equity (or owners’ equity) Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 3. Consolidated Income Statement Prepared by CSG Holding Co., Ltd. Unit: RMB Items Balance of this period Balance of last period I. Total revenue 1,456,792,882 1,523,060,818 Incl. Business income 1,456,792,882 1,523,060,818 Interest income Insurance fee earned Fee and commission received II. Total business cost 1,305,835,991 1,472,769,778 Incl. Business cost 1,050,719,953 1,230,892,680 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 10,900,605 8,018,309 Sales expense 58,377,696 46,569,899 Administrative expense 125,388,239 121,360,149 Financial expenses 61,201,978 61,861,252 Asset impairment loss -752,480 4,067,489 Plus: gains from change of fair value (“-“for loss) 15 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Investment gains (“-“ for loss) 62,252,487 Incl. Investment gains from affiliates Exchange gains (“-“ for loss) III. Operational profit (“-“ for loss) 150,956,891 112,543,527 Plus: non-operational income 30,642,625 59,101,237 Less: non-operational expenditure 7,107,553 312,160 Incl. Loss from disposal of non-current 104,217 209,177 assets IV. Gross profit (“-“ for loss) 174,491,963 171,332,604 Less: Income tax expenses 44,799,222 27,648,472 V. Net profit (“-“ for net loss) 129,692,741 143,684,132 Including: Net profit realized by the entity taken over before the takeover Net profit attributable to the owners of 107,660,977 121,231,046 parent company Minor shareholders’ equity 22,031,764 22,453,086 VI. Earnings per share: -- -- (I) Basic earnings per share 0.05 0.06 (II) Diluted earnings per share 0.05 0.06 VII. Other misc. incomes -8,462,043 -4,808,930 VIII. Total of misc. incomes 121,230,698 138,875,202 Total of misc. incomes attributable to 99,198,934 116,422,116 the owners of the parent company Total misc gains attributable to the 22,031,764 22,453,086 minor shareholders Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 4. Income Statement of the Parent Company Prepared by CSG Holding Co., Ltd. Unit: RMB Items Balance of this period Balance of last period I. Turnover 741,079 1,257,853 Less: Operation cost 41,575 69,308 Business tax and surcharge Sales expense 16 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Administrative expense 5,127,394 3,778,003 Financial expenses 9,934,420 4,009,219 Asset impairment loss -474,413 1,547,834 Plus: gains from change of fair value (“-“ for loss) Investment gains (“-“ for loss) 6,554,035 101,154,471 Incl. Investment gains from affiliates II. Operational profit (“-“ for loss) -7,333,862 93,007,960 Plus: Non business income 5,501,000 Less: Non-business expenses 658 Incl. Loss from disposal of non-current 658 assets III. Total profit (“-“ for loss) -7,333,862 98,508,302 Less: Income tax expenses IV.Net profit (“-“ for net loss) -7,333,862 98,508,302 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other misc gains -5,205,184 -3,790,935 VII. Total of integrated income -12,539,046 94,717,367 Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 5. Consolidated Cash Flow Statement 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 1,788,311,553 1,744,119,375 and providing of services 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 17 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 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 7,802,366 32,553,751 Other cash received from business 55,196,380 63,219,978 operation Sub-total of cash inflow from business 1,851,310,299 1,839,893,104 activities Cash paid for purchasing of 1,044,604,044 1,102,541,640 merchandise and services 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 198,865,070 225,931,813 Taxes paid 212,834,025 149,946,220 Other cash paid for business activities 105,389,087 104,186,629 Sub-total of cash outflow from business 1,561,692,226 1,582,606,302 activities Cash flow generated by business 289,618,073 257,286,802 operation, net II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment profit 18 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Net cash retrieved from disposal of fixed assets, intangible assets, and other 4,556,623 89,224 long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 20,726,310 5,500,000 Sub-total of cash inflow due to 25,282,933 5,589,224 investment activities Cash paid for construction of fixed assets, intangible assets and other 452,169,132 399,732,877 long-term assets Cash paid as investment 27,068,998 Net increase of loan against pledge Net cash received from subsidiaries and 39,001,200 other operational units Other cash paid for investment 7,000,000 5,320,333 activities Sub-total of cash outflow due to 498,170,332 432,122,208 investment activities Net cash flow generated by investment -472,887,399 -426,532,984 III. Cash flow generated by financing Cash received as investment 21,085,757 52,855,285 Incl. Cash received as investment from 21,085,757 52,855,285 minor shareholders Cash received as loans 1,613,758,324 400,615,667 Cash received from bond placing Other financing-related cash received 21,783,953 Subtotal of cash inflow from financing 1,656,628,034 453,470,952 activities Cash to repay debts 1,262,423,766 345,088,269 Cash paid as dividend, profit, or 31,372,734 32,885,726 interests Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 77,661,428 Subtotal of cash outflow due to 1,293,796,500 455,635,423 financing activities 19 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Net cash flow generated by financing 362,831,534 -2,164,471 IV. Influence of exchange rate -342,924 450,002 alternation on cash and cash equivalents V. Net increase of cash and cash 179,219,284 -170,960,651 equivalents Plus: Balance of cash and cash 447,736,537 634,416,574 equivalents at the beginning of term VI. Balance of cash and cash 626,955,821 463,455,923 equivalents at the end of term Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing 6. Cash Flow Statement of the Parent Company 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 973,073 1,666,163 operation Sub-total of cash inflow from business 973,073 1,666,163 activities Cash paid for purchasing of 2,379,075 merchandise and services Cash paid to staffs or paid for staffs 4,157,743 35,317,641 Taxes paid 96,338 16,250 Other cash paid for business activities 5,725,372 3,457,165 Sub-total of cash outflow from business 12,358,528 38,791,056 activities Cash flow generated by business -11,385,455 -37,124,893 operation, net II. Cash flow generated by investing Cash received from investment retrieving 20 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 Cash received as investment profit 32,232,027 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 120,121,769 Sub-total of cash inflow due to 32,232,027 120,121,769 investment activities Cash paid for construction of fixed assets, intangible assets and other 10,617,775 367,602 long-term assets Cash paid as investment 313,104,626 158,325,000 Net cash received from subsidiaries and 39,001,200 other operational units Other cash paid for investment 787,603,647 activities Sub-total of cash outflow due to 1,150,327,248 158,692,602 investment activities Net cash flow generated by investment -1,118,095,221 -38,570,833 III. Cash flow generated by financing Cash received as investment Cash received as loans 1,544,058,284 Cash received from bond placing Other financing-related cash received Subtotal of cash inflow from financing 1,544,058,284 activities Cash to repay debts 309,058,284 Cash paid as dividend, profit, or 3,176,062 879,951 interests Other cash paid for financing activities Subtotal of cash outflow due to 312,234,346 879,951 financing activities Net cash flow generated by financing 1,231,823,938 -879,951 IV. Influence of exchange rate 2,406,138 1,017 alternation on cash and cash equivalents V. Net increase of cash and cash 104,749,400 -76,574,660 21 CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2013 equivalents Plus: Balance of cash and cash 139,915,851 229,898,569 equivalents at the beginning of term VI. Balance of cash and cash 244,665,251 153,323,909 equivalents at the end of term Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Huang Yanbing II. Report of the Auditors Whether the First Quarter Report has been audited or not □ Yes √ No Board of Directors of CSG Holding Co., Ltd. 25 April 2013 22