Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 1 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010 (Full Text) §1. Important Notes 1.1 Board of Directors and the Supervisory Committee of Shenzhen Zhongheng Huafa 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. 1.2 Other directors attended the meeting on examining the Quarterly Report except for the following directors. Name of absent directors Title Reason of absence Name of entrusted Chen Zhigang Director Busy in works Li Zhongqiu Yang Junyuan Independent Director Busy in works Li Ding’an 1.3 The Financial Report for the First Quarterly Report of the Company has not been audited by CPAs. 1.4 Principal of the Company Li Zhongqiu, Person in Charge of Financial Works Jiang Yanjun, and Person in Charge of Accounting Organ (Accounting Supervisor) Sun Wei hereby confirm that the Financial Report of the First Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes Unit: RMB At the end of the report period At the period-end of the last year Changes of increase/decrease (%) Total assets (RMB) 726,553,455.30 756,779,839.48 -3.99 Owners’ equity attributable to shareholders of the listed company (RMB) 264,061,117.19 251,963,858.81 4.80 Share capital (Share) 283,161,227.00 283,161,227.00 0 Net asset per share attributable to shareholders of listed company (RMB/Share) 0.9325 0.8898 4.80 In the report period The same period of last year Changes of increase/decrease (%) Total operating income (RMB) 137,890,464.87 93,287,223.02 47.81 Net profit attributable to shareholders of the listed company (RMB) 12,049,390.43 2,102,778.89 473.02 Net cash flow arising from operating activities (RMB) 25,509,411.98 -6,811,000.93 - Net cash flow arising from operating 0.09 -0.02 -Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 2 activities per share (RMB/Share) Basic earnings per share (RMB/Share) 0.0427 0.0074 477.03 Diluted earnings per share (RMB/Share) 0.0427 0.0074 477.03 Weighted average return on equity (%) 4.67 0.84 Up 3.83 percentage points Weighted average return on equity after deducting non-recurring gains and losses (%) 1.97 0.90 Up 1.07 percentage points Items of non-recurring gains and losses Amount from year-begin to the end of report period Other non-operating income and expenditure except for the aforementioned items 60,934.04 Gains/losses from non-monetary assets replacements 6,902,326.45 Total 6,963,260.49 Explanations on items of significant non-recurring gains and losses Gains/losses from non-monetary assets replacements amounting to RMB 6.9 million was the gains from the assets replacement events of the Company in 2009. 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 29,755 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Full name of shareholder Amount of tradable shares with unrestricted conditions held at the end of report period Type of shares SEG (HONG KONG) CO., LTD. 16,569,560 Domestically listed foreign shares GOOD HOPE CORNER INVESTMENTS LTD 13,900,000 Domestically listed foreign shares Jia Wenjun 1,017,432 RMB ordinary shares BINGHUA LIU 876,213 Domestically listed foreign shares Liu Liaoyuan 741,900 Domestically listed foreign shares Zhu Ming 611,348 Domestically listed foreign shares Liang Gengpei 595,305 Domestically listed foreign shares DBS VICKERS (HONG KONG) LTD A/C CLIENTS 591,150 Domestically listed foreign shares Luo Ya 589,800 Domestically listed foreign shares CHEN NI 468,965 Domestically listed foreign shares §3. Significant Events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □InapplicableShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 3 Large increase in income from main operation in the report period was mainly because flourishing in production and sales of wholly-owned subsidiary Wuhan Hengfa Science and Technology Co., Ltd., Wuhan Hengfa Science and Technology Co., Ltd. realized income from main operation amounting to RMB 138 million, but RMB 93 million in the same period of last year. Large increase in net profit in the report period was mainly because Wuhan Hengfa Science and Technology Co., Ltd. realized large increase in net profit, and realized gains from assets replacement matters of the Company amounting to RMB 6.9 million. Large increase in monetary fund was mainly because the account receivable was greatly taken back and short-term loan increased. Large increase in inventories was mainly because flourishing in production and sales of Wuhan Hengfa Science and Technology Co., Ltd., the demand of production enhanced which correspondingly cause the great rises in account receivable meanwhile. Large increase in intangible asset was mainly because of increase in intangible assets such as Wuhan land and property injected in assets replacement matters. 3.2 Analysis and explanation of significant events and their influence and solutions √Applicable □Inapplicable In 2009, in order to promote the assets quality and profitability ability of the Company, realize the integration of industrial assets, and meanwhile eliminate the related matters that the Company rented plants for long time from controlling shareholder Wuhan Zhongheng New Science & Technology Industrial Group Co., Ltd. (hereinafter refers to as Wuhan Zhongheng Group) for the Company’s industry production business in Wuhan, the Company replaced part industry land and property of controlling shareholder Wuhan Zhongheng Group in Wuhan with printing circuit business and part industry land of the Company in Gongming. In Dec. 2009, Wuhan Zhongheng Group transferred the ownership of land of property in Wuhan to underling wholly-owned subsidiary of the Company ---Wuhan Hengfa Science and Technology Co., Ltd., and the Company transferred 100 percent equity stake of underling wholly-owned subsidiary of the Company ---Wuhan Hengfa Science and Technology Co., Ltd. to Wuhan Zhongheng Group; in March 2010, the Company and Wuhan Zhongheng Group jointly increased the fund investment on Wuhan Hengfa Science and Technology Co., Ltd. with land and property in Wuhan and cash, Wuhan Zhongheng Group transferred its holding 56 percent equity stake of Wuhan Hengfa Science and Technology Co., Ltd. after being increased fund investment to the Company. 3.3 Implementations of commitments by the Company, shareholders and actual controller √Applicable □Inapplicable Item of Commitments Promisee Content of commitments Implementation Commitments for Share Merger Reform N/A N/A N/A Commitments for share restricted trade Wuhan Zhongheng New Science & Technology Industrial Group Co., Ltd. Promised that the holding non-circulating shares of the Company won’t be traded on the market within 36 months since they acquired listed trading right. Under implementation Commitments made in Acquisition Report or Reports on Change in Wuhan Zhongheng Planed to put related capital of plastic injection business and 1. Wuhan Zhongheng Group didn’t finish the assets injection within the commitment term;Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 4 Interests New Science & Technology Industrial Group Co., Ltd. its owned 70% HSGD equity into the Company within 1 year after equity ownership transfer of the purchase was accomplished. 2. On Jun. 5, 2008, with examination and approval from the 3rd temporary meeting of the Board for 2008, the Company took cash RMB 27 million buying relevant assets concerning production of injection products from Wuhan Zhongheng Group, and thus part commitment had been finished; 3. In the first 10 days of May, 2008, the Company officially started off the significant asset restructure work of purchasing the 70% equities of Wuhan Hengsheng Photoelectricity Industry Co., Ltd.; engaged financial consultant and law consultant to carry out earnest investigation on the restructure assets that may be involved, and negotiated with relevant departments which were in charge of this. However, due to that relevant condition was not mature, there were obstacles in material asset restructure and paused the planning in short-time. Commitments made in Material Assets Reorganization N/A N/A N/A Commitments made in issuing N/A N/A N/A Other commitments (including additional commitments) N/A N/A N/A 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Registration form for receiving research, communication and interview in the report period In the report period, there were no receptions from the investors such as spot research, telephone communications and written enquiries. 3.5.3 Particulars about the explanations on other significant events □Applicable √Inapplicable 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about derivatives investment held at the end of report period □Applicable √InapplicableShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 5 §4. Appendix 4.1 Balance sheet Prepared by Shenzhen Zhongheng Huafa Co., Ltd. March 31, 2010 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 142,430,850.25 49,710,132.67 81,045,080.98 49,500,363.83 Settlement provisions Capital lent Transaction finance asset Notes receivable 10,991,296.10 7,058,949.45 16,494,962.28 5,210,693.07 Accounts receivable 154,853,331.24 38,896,467.26 198,525,735.70 189,832,968.64 Accounts paid in advance 6,794,852.06 1,883,624.62 2,540,752.30 984,065.76 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 16,806,694.06 73,870,852.43 98,540,829.55 130,922,698.28 Purchase restituted finance asset Inventories 80,075,468.95 9,424,401.27 46,659,614.06 5,430,049.66 Non-current asset due within one year Other current assets Total current assets 411,952,492.66 180,844,427.70 443,806,974.87 381,880,839.24 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 189,597,271.45 38,915,789.00 Investment property 39,818,998.49 39,818,998.49 40,432,444.22 40,432,444.22 Fixed assets 209,599,834.87 123,116,775.76 209,483,513.59 126,119,724.23 Construction in progress 813,658.48 789,926.79 813,658.48 789,926.79 Engineering material Disposal of fixed asset Productive biologicalShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 6 asset Oil and gas asset Intangible assets 57,552,103.13 6,142,476.15 54,779,557.90 6,053,471.83 Expense on Research and Development Goodwill Long-term expenses to be apportioned 1,727,677.25 1,727,677.25 2,375,000.00 2,375,000.00 Deferred income tax asset 5,088,690.42 6,066,614.89 5,088,690.42 6,066,614.89 Other non-current asset Total non-current asset 314,600,962.64 367,259,740.78 312,972,864.61 220,752,970.96 Total assets 726,553,455.30 548,104,168.48 756,779,839.48 602,633,810.20 Current liabilities: Short-term loans 90,212,871.29 23,570,130.56 33,442,212.57 23,570,130.56 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 28,054,453.73 18,480,655.16 Accounts payable 111,110,252.67 35,813,613.34 81,546,114.17 50,331,249.99 Accounts received in advance 1,288,313.47 764,229.57 1,762,766.25 1,442,334.29 Selling financial asset of repurchase Commission charge and commission payable Wage payable 1,373,122.59 425,331.98 2,047,294.58 526,475.34 Taxes payable 3,137,570.57 2,841,643.07 8,828,793.97 9,015,502.25 Interest payable Dividend payable Other accounts payable 5,064,889.80 4,199,566.95 132,645,479.98 40,020,152.97 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities Total current liabilities 240,241,474.12 67,614,515.47 278,753,316.68 124,905,845.40 Non-current liabilities: Long-term loans 215,809,400.00 215,809,400.00 219,621,200.00 219,621,200.00 Bonds payableShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 7 Long-term account payable Special accounts payable Projected liabilities 6,241,463.99 6,241,463.99 6,241,463.99 6,241,463.99 Deferred income tax liabilities Other non-current liabilities 200,000.00 200,000.00 200,000.00 200,000.00 Total non-current liabilities 222,250,863.99 222,250,863.99 226,062,663.99 226,062,663.99 Total liabilities 462,492,338.11 289,865,379.46 504,815,980.67 350,968,509.39 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 283,161,227.00 283,161,227.00 283,161,227.00 283,161,227.00 Capital public reserve 104,073,326.94 104,073,326.94 104,073,326.94 104,073,326.94 Less: Inventory shares Reasonable reserve Surplus public reserve 77,391,593.25 77,391,593.25 77,391,593.25 77,391,593.25 Provision of general risk Retained profit -200,565,030.00 -206,387,358.17 -212,662,288.38 -212,960,846.38 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 264,061,117.19 258,238,789.02 251,963,858.81 251,665,300.81 Minority interests Total owner’s equity 264,061,117.19 258,238,789.02 251,963,858.81 251,665,300.81 Total liabilities and owner’s equity 726,553,455.30 548,104,168.48 756,779,839.48 602,633,810.20 4.2 Profit statement Prepared by Shenzhen Zhongheng Huafa Co., Ltd. Jan.-Mar. 2010 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 137,890,464.87 20,760,450.39 93,287,223.02 67,051,317.58 Including: Operating income 137,890,464.87 20,760,450.39 93,287,223.02 67,051,317.58 Interest income Insurance gained Commission charge and commission income II. Total operating cost 132,407,483.84 21,141,217.26 90,575,354.22 64,551,359.97 Including: Operating cost 119,242,694.86 12,094,801.25 79,905,708.80 56,726,518.72 Interest expense Commission charge and commission expense Cash surrender value Net amount of expenseShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 8 of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 791,103.86 643,885.18 648,909.94 576,858.85 Sales expenses 953,612.86 129,046.62 1,337,685.11 928,856.61 Administration expenses 7,936,979.56 5,004,864.63 6,848,772.65 4,729,513.79 Financial expenses 3,483,092.70 3,268,619.58 1,834,277.72 1,589,612.00 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 5,482,981.03 -380,766.87 2,711,868.80 2,499,957.61 Add: Non-operating income 6,963,369.25 6,906,387.13 69,557.30 69,557.30 Less: Non-operating expense 108.76 216,636.94 216,636.94 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 12,446,241.52 6,525,620.26 2,564,789.16 2,352,877.97 Less: Income tax 396,851.09 462,010.27 423,518.03 V. Net profit (Net loss is listed with “-”) 12,049,390.43 6,525,620.26 2,102,778.89 1,929,359.94 Net profit attributable to owner’s equity of parent company 12,049,390.43 6,525,620.26 2,102,778.89 1,929,359.94 Minority shareholders’ gains and losses VI. Earnings per share i. Basic earnings per share 0.0427 0.0232 0.0074 0.0068 ii. Diluted earnings per share 0.0427 0.0232 0.0074 0.0068 VII. Other consolidated income VIII. Total consolidated income 12,049,390.43 6,525,620.26 2,102,778.89 1,929,359.94 Total consolidated income attributable to owners of parent company 12,049,390.43 6,525,620.26 2,102,778.89 1,929,359.94Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 9 Total consolidated income attributable to minority shareholders 4.3 Cash flow statement Prepared by Shenzhen Zhongheng Huafa Co., Ltd. Jan.-Mar. 2010 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 195,696,213.79 112,801,087.74 72,909,566.64 66,049,501.30 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning operating activities 5,610,551.26 3,946,071.59 Subtotal of cash inflow arising from operating activities 195,696,213.79 112,801,087.74 78,520,117.90 69,995,572.89 Cash paid for purchasing commodities and receiving labor service 123,108,416.33 10,689,025.07 54,929,124.15 46,374,370.08 Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus ofShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 10 guarantee slip Cash paid to/for staff and workers 7,416,845.71 1,701,327.92 6,382,987.51 3,962,125.15 Taxes paid 2,348,166.80 1,157,384.09 995,283.89 971,458.57 Other cash paid concerning operating activities 37,313,372.97 33,745,947.02 23,023,723.28 29,528,059.22 Subtotal of cash outflow arising from operating activities 170,186,801.81 47,293,684.10 85,331,118.83 80,836,013.02 Net cash flows arising from operating activities 25,509,411.98 65,507,403.64 -6,811,000.93 -10,840,440.13 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities Cash paid for purchasing fixed, intangible and other long-term assets 497,171.67 1,537,975.77 576,269.73 Cash paid for investment 14,100,000.00 58,300,000.00 14,500,000.00 17,237,700.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 14,597,171.67 58,300,000.00 16,037,975.77 17,813,969.73 Net cash flows arising from investing activities -14,597,171.67 -58,300,000.00 -16,037,975.77 -17,813,969.73 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 12,000,000.00 140,000,000.00 140,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 12,000,000.00 140,000,000.00 140,000,000.00Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2010(Full Text) 11 Cash paid for settling debts 3,811,800.00 3,811,800.00 94,000,000.00 94,000,000.00 Cash paid for dividend and profit distributing or interest paying 3,483,092.70 3,268,619.58 1,513,770.50 1,513,770.50 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities 7,294,892.70 7,080,419.58 95,513,770.50 95,513,770.50 Net cash flows arising from financing activities 4,705,107.30 -7,080,419.58 44,486,229.50 44,486,229.50 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate -126,267.15 -55,918.19 -47,519.43 -47,519.43 V. Net increase of cash and cash equivalents 15,491,080.46 71,065.87 21,589,733.37 15,784,300.21 Add: Balance of cash and cash equivalents at the period -begin 27,153,099.93 26,068,936.24 24,314,654.56 23,236,402.77 VI. Balance of cash and cash equivalents at the period -end 42,644,180.39 26,140,002.11 45,904,387.93 39,020,702.98 4.4 Auditor’s report Auditor’s opinions: Un-audited Chairman: Li Zhongqiu Board of the Directors of Shenzhen Zhongheng Huafa Co., Ltd. April 28, 2010 Chairman of the Board: Li Zhongqiu