CSG HOLDING CO., LTD.
THE FIRST QUARTER REPORT 2009
Chairman of the Board:
ZENG NAN
April 2009CSG HOLDING CO., LTD. The First Quarter Report 2009
I Important Notes
i The board of directors, the supervisory committee, all directors and supervisors and the senior executive
of CSG Holding Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no fictitious
statements, serious misleading or important omissions information carried in this report, and shall take all
responsibilities, jointly and severally, for the truthfulness, accuracy and completeness of the whole contents.
ii No director, supervisor and senior executive of the Company stated any objection for the correctness,
accuracy and completeness of the contents in this report.
iii All directors attended the meeting.
iv The first quarter financial report of 2009 has not been audited by the public accountants.
v Chairman of the Board and CEO of the Company Mr. Zeng Nan, CFO Mr. Luo Youming, and Principle of the
Financial Department Mr. Huang Yanbin hereby confirm that the Financial Report of the First Quarter Report 2009
is true and complete.
vi This Report is prepared both in Chinese and in English. Should there be any differences in
interpretation of the contents between the two versions, the Chinese version shall prevail.
II Company Profile
i Main Accounting Data and Financial Indexes
Unit: RMB
Percentage of
31 March 2009
31 December 2008 change
Total assets
10,746,460,636
10,376,061,066
3.57%
Total equity attributable to equity holders of the Company
4,622,564,792
4,544,606,539
1.72%
Capital
1,237,103,124
1,237,103,124
0
Total assets per share for equity holders of the Company
3.74
3.67
1.91%
The 1st quarter of
The 1st quarter of
Percentage of 20092008 change
Revenue
869,353,956
977,195,129
-11.04%
Net profit attributable to equity holders of the Company
61,805,392
197,362,779
-68.68%
Net cash flows from operating activities
241,731,965
105,899,469
128.27%
Net cash flows from operating activities per share
0.20
0.09
122.22%
Basic earnings per share
0.05
0.17
-70.59%
Diluted earnings per share
0.05
0.17
-70.59%
Decrease 3.36percentage points
Return on equity
1.34%
4.70%
Decrease 2.51percentage points
Return on equity after extraordinary gains and losses
1.13%
3.64%
-1-CSG HOLDING CO., LTD. The First Quarter Report 2009
Items of extraordinary gains and losses
Amount at the 31 March 2009 (from year-begin)
Gains on disposal of non-current assets (loss)
-29,158
Gains on disposal of available-for-sale financial assets
6,939,570
Net value of other non-operating expenses
3,332,382
Tax effects on extraordinary gains and losses
-279,964
Extraordinary gains and losses of minority interests
-573,540
Total
9,389,290
Explanations of extraordinary gains and losses：
1. “Gains on disposal of available-for-sale financial assets” was the net income obtained on selling the
A-shares stocks held by the Company.
2. “Net value of other non-operating expenses” was the financial subsidy from the local government
obtained by the subordinate subsidiaries.
ii Total number of shareholders and particulars about the shares held by the top ten unrestricted
shareholders at the end of the report period.
Unit: Share
Total shareholders:
77,361（Including: 41,807 shareholders of A-share and 35,554 shareholders of B-share）
Particulars about the shares held by the top ten unrestricted shareholders
Name of shareholder
Unrestricted shares held
Share type
Xing Tong Chan Industrial Development (Shenzhen) Co., Ltd.
53,060,603
A-share
Yiwan Industrial Development (Shenzhen) Co., Ltd.
50,773,156
A-share
China Northern Industries Corporation
44,784,201
A-share
Guotai Junan Securities (Hong Kong) Limited
38,775,052
B-share
Bank of China - Harvest Theme Selected Mixed Stock Fund
34,964,589
A-share
Industrial and Commercial Bank of China - China Universal Balanced Growth Stock Fund
14,652,925
A-share
Industrial and Commercial Bank of China - China Universal Growth Focus Stock Fund
9,499,920
A-share
Industrial and Commercial Bank of China - Guangfa Dapan Growth Mixed Stock Fund
8,800,000
A-share
Agricultural Bank of China - Baoying Strategy Growth Stock Fund
8,799,954
A-share
Agricultural Bank of China - Changsheng Tongde Theme Growth Stock Fund
8,366,847
A-share
III Significant events
i Particulars and explanations about significant changes in main accounting statement and financial indexes
√Applicable □Non-applicable
-2-CSG HOLDING CO., LTD. The First Quarter Report 2009
Unit: RMB’0000
31 December
Amount of
Percentage
Note
31 March 2009 2008 change of change
Other receivables
1
7,782
3,496
4,286
123%
Notes payable
2
40,492
28,967
11,525
40%
Employee benefits payable
3
2,171
4,001
-1,830
-46%
Taxes payable
4
1,984
5,600
-3,616
-65%
Interest payable
5
3,378
2,096
1,282
61%
Note
The 1st quarter of
The 1st quarter of
Amount of
Percentage2009 2008 change of change
Taxes and surcharges
6
135
91
44
48%
Financial expenses – net
7
3,473
12
3,461
28842%
Asset impairment losses
8
-49
-398
349
-
Investment income
9
694
4,443
-3,749
-84%
Non-operating expenses
10
41
333
-292
-88%
Income tax expenses
11
435
2,109
-1,674
-79%
Net profit
11
6,945
22,602
-15,657
-69%
Net cash flows from operating activities
12
24,173
10,590
13,583
128%
Cash received from disposal of investments
13
766
25,255
-24,489
-97%
Cash paid to acquire fixed assets, intangible assets and other long-term assets
14
31,154
57,972
-26,818
-46%
Net cash flows from financing activities
15
5,789
3,544
2,245
63%
Notes:
1. The receivable of value added tax withdrew back from domestic-made equipments in subordinate company of
the Company increased.
2. Amount of payment for goods with bank acceptance notes increased.
3. Bonus for employees accrued at the end of last year has been paid in the report period.
4. According to Provisional Regulations on VAT promulgated in November 2008, VAT for fixed assets obtained
by the Company could be offset in the report period, and VAT payable decreased.
5. The Company withdrew interest payable of long-term loans and short-term financing bonds.
6. The subordinate property company of the Company sold part of inventories so that business tax increased.
7. Exchange income decreased in the report period.
8. The subordinate property company of the Company switched back part of provision for stock depreciation
in the same period of last year.
9. The Company sold equity of the wholly-owned subsidiary company “Shenzhen CSG Electronics Co., Ltd.” in
the same period of last year, which brought investment income.
10. The subsidiary company “Shenzhen CSG Electronics Co., Ltd.” disposed part of assets in the same
period of last year, which brought loss.
11. the reasons is following:
(a) In the same period of last year, the Company sold the equities of its wholly-owned subsidiary company
“Shenzhen CSG Electronics Co., Ltd.” and got the investment income.
(b) Influenced by the financial crisis, the demand of market declined. The earning capacities of float
glass and fine glass enterprises of the Company declined.
-3-CSG HOLDING CO., LTD. The First Quarter Report 2009
(c) In the report period, the expense on employee remuneration relevant to implementing the Restricted A
Share Incentive Plan was confirmed.
(d) Exchange income decreased compared with the same period of last year.
(e) Decrease of operating profit brought the decrease of income tax in the report period.
12. Amount of payment for materials with notes increased in the report period.
13. The Company received payment for transfer equity of Shenzhen CSG Automobile Glass Co., Ltd. and
Shenzhen CSG Electronics Co., Ltd. in the same period of last year.
14. The cash paid for purchasing fixed assets decreased.
15. The loan of the Company increased.
ii Analysis and explanation of significant events and their influence and solutions
□Applicable √Non-applicable
iii Implementations of commitments by the Company, shareholders and actual controller
√Applicable □Non-applicable
Item of Commitments
Content of commitments
Implementation
Commitments for Share
-
- Merger Reform
Commitments of
-
- restricted share
Commitments made in Acquisition Report or
-
- Reports on Change in Interests
Commitments made in Material Assets
-
- Reorganization
By the end of the report period, the shareholders of the Company have strictly carried out their promises.
China Ping’an Trust & Investment Co., Ltd. and Citics Securities Co., Ltd which held above 5% of the
Company’s shares made commitments: the shares subscribed in private placement shares of the Company in 2007
could not be transferred within 36 months since the end date of non-public issuance.
Commitments made in issuing
Additional commitments of the original non-tradable shareholders for Share Merger Reform:
The original non-tradable shareholder Yiwan Industrial Development (Shenzhen) Co., Ltd. and Xing Tong Chan
Industrial Development (Shenzhen) Co., Ltd. both are wholly-funded subsidiaries to Shenzhen International
Holdings Limited (hereinafter Shenzhen International for short) listed in Hong Kong united stock exchange main
board. Shenzhen International planed to sell A-shares of CSG amounted above 5% of the CSG group’s total shares
within six months from 5 June 2008, the day releasing restricted condition of the stock. The price for sale is
no less than 8 RMB per share. At the same time, Shenzhen International made commitment that it would strictly
carry out relevant regulations of the 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.
By the end of the report period, the original non-tradable shareholders of the Company have strictly
carried out their promises.
Other commitments (including additional commitments)
iv Warning and explanation on forecast loss in accumulative net profit from the year begin to the end of
next report period, or any significant changes occurred in accumulative net -4-CSG HOLDING CO., LTD. The First
Quarter Report 2009
profit comparing with the same period in last year.
√Applicable □Non-applicable
Prediction of performances
Decreased greatly compared with the same period of last year.
The 1st half year of 2009
The 1st half year of 2008
Change
Estimated amount of accumulative net profit
18,000
40,985
Decrease
-56%(RMB’0000)
Basic earnings per share
0.15
0.35
Decrease
-57%(RMB/Share)
Reasons: (a) In the same period of last year, the Company sold the equities of its wholly-owned subsidiary
company “Shenzhen CSG Electronics Co., Ltd.” and got the investment income. (b) Influenced by the financial
crisis, the demand of market declined. The earning capacitiesof float glass and fine glass enterprises of the
Company declined. (c) In the report period, the expense on employee remuneration relevant to implementing the
Restricted A Share Incentive Plan was confirmed. (d) Exchange income decreased compared with the same period of
last year.
Explanations on Prediction of performances
The aforementioned prediction was the initial estimation based on the performances of the 1stquarter by the
Financial Department of the Company. The actual profit for the 1st half year of2009 is with the data in the
Semi-annual Report 2009. The investors’ attention is requested.
v Other significant events.
(i) Particulars about securities investment
□Applicable √Non-applicable
(ii) Reception of investigation, communication and interview in the report period
Date
Place
Method
Investor
2009.2.19
Conference room
Spot investigation
United Securities Co., Ltd.
Great Wall Securities Co., Ltd.
2009.2.20
Conference room
Spot investigation
Guotai Junan Securities Co., Ltd.
Everbright Securities Co., Ltd.
First Capital Securities Co., Ltd.
2009.2.25
Conference room
Spot investigation
GF Securities Co., Ltd.
GF Fund Management Co., Ltd.
Huafu Fund Management Co., Ltd.
2009.3.3
Conference room
Spot investigation
Nikko Asset Management Co., Ltd.
Introduction the disclosed information about operation and production of the Company. The material offered
is the 2006 Annual Report.
Contents discussed and materials supplied
(iii) Particulars about the explanations on other significant events
√Applicable □Non-applicable
(a) Proceeding of option incentive
According to Restricted A Share Incentive Plan (hereinafter referred to Incentive Plan), the Company
actually issued 49,140,000 restricted A shares to 244 specific employees privately, at price of RMB 8.58 per
share. And raised capital totally amounting to RMB 421,621,200 actually.
Till 30 November 2008, the following 5 original incentive staffs Huang Haidong, Peng Liqun, Jiang Zhenan,
Yang Wenzhong and Wang Tong had resigned. According to relevant regulations of Incentive Plan, the Company held
the 6th -5-CSG HOLDING CO., LTD. The First Quarter Report 2009
meeting of the 5th Board of Directors on 24 December 2008 and decided to buy back and cancel totally
890,000 A restricted shares (all has been lockup) of the aforementioned 5 persons with the granted price of RMB
8.58 per share.
According to audited data in 2008, the weighted average return on equity and weighted average return on
equity after extraordinary gains and loses were respectively 9.77% and 8.14%, the annual average compound
growth rate of the net profit after extraordinary gains and loses was -15.10% compared with that of 2007. The
achievement index of the Company did not satisfied unlocking conditions in 2009. According to the regulations
of incentive plan, the Company held the 7th meeting of the 5th Board of Directors on 27 March 2009 and decided
to buy back and cancel the 1st phase of totally 12,062,500 A restricted shares which were planned to unlock in
2009 from incentive staffs with the price of RMB 8.58 per share.
During January to March 2009, the following 8 original incentive staffs Chen Jinlong, Gui Feiyan, Li
linglong, Luo Li, Wang Lei, Zhang Jian, Zhang Sijin and Zhang Xiaodong had resigned. According to relevant
regulations of Incentive Plan, the Company held the 7th meeting of the 5th Board of Directors on 27 March 2009
and decided to buy back and cancel totally 412,500 A restricted shares (all has been lockup) of the
aforementioned 8 persons with the granted price of RMB 8.58 per share.
Details could be found in relevant notices on China Securities Journal, Securities Times, Hong Kong Wen Wei
Po and Juchao Website (www.cninfo.com.cn) dated 17 July 2008, 25 December 2008 and 31 March 2009.
(b) In the report period, it is never happen that the Company provide capital for controlling shareholders
or related parties, and provide external guarantee disobeying regulations.
(c) In the report period, there were no shareholders with over 30% shares proposed or implemented the plan
of share adding.
(d) In the report period, the Company has not signed significant contract.
IV Financial Statement
i Balance Sheets
Prepared by: CSG Holding Co., Ltd. 31 March 2009 Unit: RMB
31 March 2009
1 January 2009
Items
Consolidated
Company
Consolidated
Company
Current assets
Cash at bank and on hand
1,034,927,482
797,975,724
1,033,779,912
783,242,506
Notes receivable
101,983,380
-
116,042,491
-
Accounts receivable
286,246,639
-
236,576,669
-
Advances to suppliers
58,662,460
3,333,858
52,940,729
3,257,858
Dividends receivable
-
112,861,740
-
120,450,718
Other receivables
77,820,415
760,189,817
34,964,981
777,038,513
Inventories
328,856,189
-
325,701,374
-
Total current assets
1,888,496,565
1,674,361,139
1,800,006,156
1,683,989,595
Non-current assets
Available-for-sale financial assets
11,573,816
11,573,816
12,930,101
12,930,101
Long-term receivables
-
1,126,747,126
-
1,143,041,204
Long-term equity investments
27,200,000
2,806,368,665
27,200,000
2,791,009,616
Fixed assets
6,388,952,151
18,520,040
5,543,400,908
19,265,605
Construction in progress
2,054,520,816
-
2,620,093,574
-
Intangible assets
306,073,173
1,825,109
307,948,344
1,841,813
Goodwill
3,039,946
-
3,039,946
-
-6-CSG HOLDING CO., LTD. The First Quarter Report 2009
Deferred tax assets
66,604,169
-
61,442,037
-
Total non-current assets
8,857,964,071
3,965,034,756
8,576,054,910
3,968,088,339
Total assets
10,746,460,636
5,639,395,895
10,376,061,066
5,652,077,934
Current liabilities
Short-term borrowings
2,813,993,107
1,573,663,900
2,797,063,550
1,603,580,700
Notes payable
404,918,309
-
289,673,653
-
Accounts payable
848,630,414
-
743,432,885
-
Advances from customers
101,596,953
-
94,964,995
-
Employee benefits payable
21,708,580
344,017
40,005,228
2,710,000
Taxes payable
19,843,850
62,964
56,000,228
78,062
Interest payable
33,783,615
8,025,567
20,962,915
4,754,642
Dividends payable
3,212,152
3,212,152
3,212,152
3,212,152
Other payables
230,009,309
230,260,345
228,839,483
230,117,203
Current portion of non-current liabilities
83,980,760
-
83,968,751
-
Other non-current assets
10,837,003
-
10,914,222
-
Total current liabilities
4,572,514,052
1,815,568,945
4,369,038,062
1,844,452,759
Non-current liabilities
Long-term borrowings
1,222,385,214
-
1,142,128,258
-
Special payables
2,100,000
-
2,100,000
-
Deferred tax liabilities
4,810,791
-
4,777,606
-
Other non-current liabilities
45,000,000
-
45,000,000
-
Total non-current liabilities
1,274,296,005
-
1,194,005,864
-
Total liabilities
5,846,810,057
1,815,568,945
5,563,043,926
1,844,452,759
Owners’ equity
Paid-in capital
1,237,103,124
1,237,103,124
1,237,103,124
1,237,103,124
Capital surplus
2,083,848,341
2,124,869,818
2,067,761,896
2,107,751,509
13,365,000
13,365,000
12,952,500
12,952,500
Less：Treasury stock
Surplus reserve
391,040,358
391,040,358
391,040,358
391,040,358
Undistributed profits
925,157,916
84,178,650
863,352,524
84,682,684
Difference on translation of foreign currency
-1,219,947
-
-1,698,863
-financial statements
Total equity attributable to equity holders of the
4,622,564,792
3,823,826,950
4,544,606,539
3,807,625,175Company
Minority interest
277,085,787
-
268,410,601
-
Total owners’ equity
4,899,650,579
3,823,826,950
4,813,017,140
3,807,625,175
Total liabilities and owners’ equity
10,746,460,636
5,639,395,895
10,376,061,066
5,652,077,934
-7-CSG HOLDING CO., LTD. The First Quarter Report 2009
ii Income Statement
Prepared by: CSG Holding Co., Ltd. January to March in 2009 Unit: RMB
January to March in 2009
January to March in 2008
Items
Consolidated
Company
Consolidated
Company
I. Total revenue
869,353,956
-
977,195,129
-
Incl. Revenue
869,353,956
-
977,195,129
-
II. Total cost
805,798,785
12,890,126
775,108,110
3,389,296
Incl. Cost of sales
638,540,611
-
659,316,598
-
Taxes and surcharges
1,346,325
-
912,370
-
Selling and distribution expenses
48,408,259
-
51,123,591
-
General and administrative expenses
83,263,527
10,138,177
67,615,633
7,040,520
Financial expenses – net
34,733,610
2,751,949
115,611
-3,651,224
Asset impairment losses
-493,547
-
-3,975,693
-
Add: Investment income
6,939,570
12,384,736
44,434,814
329,026,673
III. Operating profit (“-“ for loss)
70,494,741
-505,390
246,521,833
325,637,377
Add: Non-operating income
3,717,478
2,600
3,914,490
1,189,914
Less: Non-operating expenses
414,254
1,244
3,328,190
-
Including: Loss on disposal of non-current
29,158
1,244
3,328,190
-assets
IV. Total profit (“-“ for loss)
73,797,965
-504,034
247,108,133
326,827,291
Less: Income tax expenses
4,349,251
-
21,088,822
-
V. Net profit (“-“ for net loss)
69,448,714
-504,034
226,019,311
326,827,291
Attributable to equity holders of the Company
61,805,392
197,362,779
Minority interest
7,643,322
28,656,532
VI. Earnings per share:
i. Basic
0.05
0.17
ii. Diluted
0.05
0.17
-8-CSG HOLDING CO., LTD. The First Quarter Report 2009
iii Cash Flow Statement
Prepared by: CSG Holding Co., Ltd. January to March in 2009 Unit: RMB
January to March in 2009
January to March in 2008
Items
Consolidated
Company
Consolidated
Company
I. Cash flows from operating activities
Cash received from sales of goods or rendering of
972,600,292
-
1,065,071,219
-services
Refund of taxes and surcharges
7,213,370
-
6,464,393
-
Cash received relating to other operating activities
27,297,673
131,876,866
37,255,407
245,330,145
Sub-total of cash inflows
1,007,111,335
131,876,866
1,108,791,019
245,330,145
Cash paid for goods and services
521,224,183
-
760,040,347
-
Cash paid to and on behalf of employees
94,697,156
4,233,501
110,525,287
16,472,404
Payments of taxes and surcharges
94,769,818
56,700
78,847,984
75,937
Cash paid relating to other operating activities
54,688,213
92,261,651
53,477,932
246,504,477
Sub-total of cash outflows
765,379,370
96,551,852
1,002,891,550
263,052,818
Net Cash flows from operating activities
241,731,965
35,325,014
105,899,469
-17,722,673
II. Cash flows from investing activities
Cash received from disposal of investments
7,658,227
7,658,227
252,548,569
264,496,558
Cash received from returns on investments
-
7,588,978
-
1,263,981
Net cash received from disposal of fixed assets,
1,276
-
178,500
-intangible assets and other long-term assets
Cash received relating to other investing activities
579,042
577,373
7,284,421
160,000,000
Sub-total of cash inflows
8,238,545
15,824,578
260,011,490
425,760,539
Cash paid to acquire fixed assets, intangible assets
311,539,183
12,331
579,715,789
224,559and other long-term assets
Cash paid to acquire investments
-
-
23,000,000
254,135,574
Cash paid relating to other investing activities
492,711
-
85,828,625
-
Sub-total of cash outflows
312,031,894
12,331
688,544,414
254,360,133
Net cash flows from investing activities
-303,793,349
15,812,247
-428,532,924
171,400,406
III. Cash flows from financing activities
Cash received from capital contributions
-
-
5,217,400
-
Including: Cash received from capital contributions
-
-
5,217,400
-by minority shareholders of subsidiaries
Cash received from borrowings
780,477,916
233,000,000
2,008,742,789
792,388,440
Cash received relating to other financing activities
4,210,000
4,210,000
-
-
Subtotal of cash inflows
784,687,916
237,210,000
2,013,960,189
792,388,440
Cash repayments of borrowings
683,369,623
262,935,000
1,681,899,221
1,071,040,740
Cash payments for interest expenses and
39,183,230
6,469,257
35,377,422
5,822,339distribution of dividends or profits
Including: Cash payments for dividends or profit to
-
-
-
-minority shareholders of subsidiaries
Cash payments relating to other financing activities
4,241,103
-
261,240,000
-
Subtotal of cash outflows
726,793,956
269,404,257
1,978,516,643
1,076,863,079
Net cash flows from financing activities
57,893,960
-32,194,257
35,443,546
-284,474,639
IV. Effect of foreign exchange rate changes on cash and
-106,317
214
-2,981,892
-16cash equivalents
V. Net increase in cash and cash equivalents
-4,273,741
18,943,218
-290,171,801
-130,796,922
Add: Cash and cash equivalents at beginning of year
394,923,631
168,142,506
1,259,606,553
607,076,960
VI. Cash and cash equivalents at the end of term
390,649,890
187,085,724
969,434,752
476,280,038
-9-CSG HOLDING CO., LTD. The First Quarter Report 2009
iv Audit report
Auditors’ opinions: Not been audited.
Board of Directors of
CSG Holding Co., Ltd.
20 April 2009
-10-
