Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011 (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 The Financial Report for the First Quarterly Report of the Company has not been audited by CPAs. 1.3 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 At the period-end of the last Changes of the report year increase/decrease (%) period Total assets (RMB) 747,796,546.57 725,894,326.42 3.02% Owners equity attributable to shareholders of the listed company 269,902,941.95 266,564,632.01 1.25% (RMB) Share capital (Share) 283,161,227.00 283,161,227.00 0.00% Net asset per share attributable to shareholders of listed company 0.95 0.94 1.06% (RMB/Share) Changes of The same period of last year increase/decrease (%) In the report Before After Before After period retroactive retroactive retroactive retroactive adjustment adjustment adjustment adjustment Total operating income (RMB) 229,257,873.14 137,890,464.87 137,890,464.87 66.26% 66.26% Net profit attributable to shareholders 3,338,309.94 12,049,390.43 5,147,063.98 -72.29% -35.14% of the listed company (RMB) Net cash flow arising from operating -38,039,203.77 25,509,411.98 25,509,411.98 -249.12% -249.12% activities (RMB) Net cash flow arising from operating -0.13 0.09 0.09 -244.44% -244.44% activities per share (RMB/Share) Basic earnings per share 0.0118 0.0427 0.0182 -72.29% -35.14% (RMB/Share) Diluted earnings per share 0.0118 0.0427 0.0182 -72.29% -35.14% (RMB/Share) Down 3.44 Down Weighted average return on equity 1.23 4.67 1.95 percentage 0.72percenta (%) point ge point 1 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) Weighted average return on equity Down 0.73 Down after deducting non-recurring gains 1.24 1.97 1.95 percentage 0.71percenta and losses (%) point ge point Note: the assets replacement has been done in the first quarterly of 2010 with income of more than RMB 6.9 million generated. In accordance with the Accounting Standard for Business Enterprises, the income treated as “Non-operating income”, belongs to the non-recurring gains/losses. During the auditing work of 2010, the CPA calculated the abovementioned item into Capital reserve” accordance with the Explanation on Supervise the Execution of Accounting Standard for Business Enterprises for Listed Company (KJBH[2009] No. 60) issued by CSRC in April 2009, from the point of discretion principle of accounting. Therefore, exercise retroactive adjustment on the financial data of the first quarterly of 2010. The data bellowed of the first quarterly report of 2010 was been adjusted. Item of non-recurring gains/losses Unit: RMB Remarks(if Items of non-recurring gains and losses Amount applicable) Governmental subsidy reckoned into current gains and losses, but closely relevant to the Companys business except for the governmental subsidy 40,000.00 enjoyed in quota or ration according to the national general standards Other non-operating income and expenditure except 1,276.58 for the aforementioned items Total 41,276.58 - 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 30,674 at the end of report period Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Amount of tradable shares with Full name of shareholder unrestricted conditions held at Type of shares the end of report period Domestically listed foreign SEG (HONG KONG) CO., LTD. 16,569,560 shares GOOD HOPE CORNER Domestically listed foreign 13,900,000 INVESTMENTS LTD shares Jia Wenjun 1,184,432 RMB ordinary shares Domestically listed foreign BINGHUA LIU 876,213 shares Domestically listed foreign Li Jianfeng 758,018 shares Qu Mingfu 694,244 RMB ordinary shares Domestically listed foreign Zhu Ming 611,348 shares Domestically listed foreign Luo Ya 589,800 shares 2 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) DBS VICKERS (HONG KONG) Domestically listed foreign 581,150 LTD A/C CLIENTS shares Domestically listed foreign Chen Zhuzhan 500,000 shares §3. Significant Events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable Change of Reasons for changes Item 2011-3-31 2010-12-31 increae/decrease Increase of expenditure Monetary 64,328,259.15 113,686,755.85 -43.42% for purchase due to the fund sales soaring Sales income that with Note 18,409,607.90 26,574,387.66 -30.72% the way of account receivable receivable Account 249,090,838.94 181,675,191.14 37.11% increase of sales receivable Increase of account Account paid paid in advance for 3,000,586.41 1,505,815.10 99.27% in advance purchase from sales soaring Construction of warehouse and Construction dormitory for 12,615,304.90 5,641,008.31 123.64% in process employees from Wuhan Hengfa Technology Co., Ltd. Short-term turn-over Short-term 120,563,108.25 66,073,930.00 82.47% capital borrowed for loans operational needed Account Increase of deposit received in 1,421,286.09 32,473.00 4276.82% received in advance for advance sales soaring Taxes paid 2,989,045.51 5,169,117.15 -42.17% Soaring of in-put tax Jan. – March Jan. – March of Change of Reasons for changes Item of 2011 2010 increae/decrease Total Growth of sales of operating 229,257,873.14 137,890,464.87 66.26% Wuhan Hengfa income Technology Co., Ltd Sales cost increased Operating 225,527,259.41 132,407,483.84 70.33% along with the soaring cost in sales Sales expenditure Sales 1,469,381.53 953,612.86 54.09% increased along with expenses the soaring sales 3 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) Tax grants received Non-operating from Wuhan 101,986.98 61,042.8 67.07% income Government in the report period Net profit attributable to Sales cost grower than shareholder of 3,338,309.94 5,147,063.98 -35.14% the growth of sales parent income company Cash paid for Sales growth and cash commodity paid for purchasing purchased 178,606,493.61 123,108,416.33 45.08% soaring along with and labor higher purchasing cost received Sales growth with labor Cash paid required increased and to/for 10,029,980.98 7,416,845.71 35.23% higher of the salary employee base Cash paid for purchse of Warehouse and fixed assets, dormitory for intangible 7,247,439.49 497,171.67 1357.73% employees constructed assets and by Wuhan Hengfa other Technology Co., Ltd. long-term assets 3.2 Analysis and explanation of significant events and their influence and solutions 3.2.1 Particular about Qualified Opinion □Applicable √Inapplicable 3.2.2 Particular about fund offered to shareholder or its related parties by the Company and external guarantee with procedure violation √Applicable □Inapplicable Among the assets replacements implemented between the Company and controlling shareholder Wuhan Zhongheng Group from 2009 to 2010, the industry land located in Huafa Road, Gongming Town, Guangming New Zone of Shenzhen (number of property certificate: SFDZD No. 7226760 and SFDZD No. 7226763, parcel number: A627-005 and A627-007) belongs to the transferred-out assets of us ruled in assets replacement plan. Till now the transfer-out procedure of the above lands has been not fulfilled. In order to solve the idle lands, Wuhan Zhongheng Group entrusted subordinate wholly owned subsidiary Shenzhen Zhongheng Huafa Technology Co., Ltd to build temporary warehouses on the above lands. The land ownership still belongs to us; the procedure of application for construction was conducted in the name of the Company. We paid partial construction accounts for the above temporary warehouses. Till end of March 31, 2011, the amount paid in advance was RMB 2.3293 million. 3.2.3 Particular about the significant contract of routine operation signed and implemented □Applicable √Inapplicable 3.2.4 Other □Applicable √Inapplicable 4 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) 3.3 Implementations of commitments by the Company, shareholders and actual controller Commitments make within the report period or persisted to the period by listed company and its director, supervisor and senior executives, shareholder with over 5 percent shares held and its actual controller √Applicable □Inapplicable Content of Item of Commitments Promisee Implementation commitments Promised that the The commitment has been Wuhan holding implemented on May 18, 2010; Zhongheng non-circulating Till end of the report period, New Science shares of the Wuhan Zhongheng Group Commitments for Share & Company wont be applied no release procedures on Merger Reform Technology traded on the restricted shares to Shenzhen Industrial market within 36 Stock Exchange due to the Group Co., months since they 116,489,894 shares of the Ltd. acquired listed Company held in mortgaged trading right. status. 1. 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 Within one year production of injection products after ownership from Wuhan Zhongheng Group, transfer for equity and thus the commitment had been Wuhan purchased: finished; Zhongheng 1. related assets of 2. In early of May, 2008, the New Science injection business Company officially started off the Commitments made in & in-put to the significant asset restructure work Acquisition Report or Reports Technology Company; of purchasing the 70% equities of on Change in Interests Industrial 2. 70 percent Wuhan Hengsheng Group Co., equity of Photoelectricity Industry Co., Ltd.; Ltd. Hengsheng engaged financial consultant and Photoelectricity law consultant to carry out earnest held in-put to the investigation on the restructure Company. 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. Commitments made in Material N/A N/A N/A Assets Reorganization Commitments made in issuing N/A N/A N/A Other commitments (including N/A N/A N/A additional commitments) 5 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) 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 Particular about process of internal control In report period, pursuit to the requirement of Notice of Relevant Work on Pilot Standardized for Internal Control of Listed Company in Shenzhen Areas (SZJGSZi [2011] No. 31) from Shenzhen Securities Regulatory Bureau, the Company convene relevant staff for document information conveying and lay-out work assignment. Set-up a team for standardized the implementation of internal control; arrange main staff of financial dept. and auditing dept. for training of internal control construction which was organized by Shenzhen Securities Regulatory Bureau. The Work Plan for Execution of Standardized Internal Control of the Company was formulated by the Company. (more details on notice published dated April 19, 2011) 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about derivatives investment held at the end of report period □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Shenzhen Zhongheng Huafa Co., Ltd. March 31, 2011 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 64,328,259.15 27,763,239.34 113,686,755.85 29,345,694.04 Settlement provisions Capital lent Transaction finance asset Notes receivable 18,409,607.90 6,195,364.99 26,574,387.66 2,777,176.74 Accounts receivable 249,090,838.94 54,205,215.53 181,675,191.14 74,524,052.26 Accounts paid in 3,000,586.41 321,407.82 1,505,815.10 advance Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable 6 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) Interest receivable Dividend receivable Other receivables 21,088,090.89 54,999,548.47 17,233,030.06 50,283,251.74 Purchase restituted finance asset Inventories 74,703,742.70 2,771,554.67 74,479,853.17 2,771,554.67 Non-current asset due within one year Other current assets Total current assets 430,621,125.99 146,256,330.82 415,155,032.98 159,701,729.45 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity 184,708,900.00 184,708,900.00 investment Investment real 37,567,425.74 37,567,425.74 37,979,444.15 37,979,444.15 estate Fixed assets 204,939,808.47 117,437,318.02 204,623,451.74 118,466,024.39 Construction in 12,615,304.90 1,273,356.00 5,641,008.31 1,273,356.00 progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 53,175,063.28 5,858,220.67 53,426,885.35 5,858,220.67 Expense on Research and Development Goodwill Long-term expenses 2,002,539.30 2,002,539.30 2,193,225.00 2,193,225.00 to be apportioned Deferred income tax 6,875,278.89 7,431,752.66 6,875,278.89 7,431,752.66 asset Other non-current asset Total non-current asset 317,175,420.58 356,279,512.39 310,739,293.44 357,910,922.87 Total assets 747,796,546.57 502,535,843.21 725,894,326.42 517,612,652.32 Current liabilities: Short-term loans 120,563,108.25 66,073,930.00 Loan from central 7 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 32,027,550.94 31,992,283.10 Accounts payable 101,303,338.38 9,072,087.25 125,758,949.05 21,908,611.35 Accounts received 1,421,286.09 198,202.19 32,473.00 2,373.00 in advance Selling financial asset of repurchase Commission charge and commission payable Wage payable 2,380,653.69 563,889.69 3,265,665.51 565,169.69 Taxes payable 2,989,045.51 10,763,933.26 5,169,117.15 10,729,506.76 Interest payable Dividend payable Other accounts 12,397,426.13 15,077,880.86 17,667,880.97 14,027,951.25 payable 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 273,082,408.99 35,675,993.25 249,960,298.78 47,233,612.05 Non-current liabilities: Long-term loans 199,815,800.00 199,815,800.00 204,374,000.00 204,374,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities 4,995,395.63 4,995,395.63 4,995,395.63 4,995,395.63 Deferred income tax liabilities Other non-current liabilities Total non-current 204,811,195.63 204,811,195.63 209,369,395.63 209,369,395.63 liabilities Total liabilities 477,893,604.62 240,487,188.88 459,329,694.41 256,603,007.68 8 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) Owners equity (or shareholders equity): Paid-in capital (or 283,161,227.00 283,161,227.00 283,161,227.00 283,161,227.00 share capital) Capital public 109,496,837.33 109,496,837.33 109,496,837.33 109,496,837.33 reserve Less: Inventory shares Reasonable reserve Surplus public 77,391,593.25 77,391,593.25 77,391,593.25 77,391,593.25 reserve Provision of general risk Retained profit -200,146,715.63 -208,001,003.25 -203,485,025.57 -209,040,012.94 Balance difference of foreign currency translation Total owners equity attributable to parent 269,902,941.95 262,048,654.33 266,564,632.01 261,009,644.64 company Minority interests Total owners equity 269,902,941.95 262,048,654.33 266,564,632.01 261,009,644.64 Total liabilities and 747,796,546.57 502,535,843.21 725,894,326.42 517,612,652.32 owners equity 4.2 Profit statement Prepared by Shenzhen Zhongheng Huafa Co., Ltd. Jan.-Mar. 2011 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 229,257,873.14 10,335,292.54 137,890,464.87 20,760,450.39 Including: Operating 229,257,873.14 10,335,292.54 137,890,464.87 20,760,450.39 income Interest income Insurance gained Commission charge and commission income II. Total operating cost 225,527,259.41 8,969,451.11 132,407,483.84 21,141,217.26 Including: Operating cost 209,590,258.62 833,053.19 119,242,694.86 12,094,801.25 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of 9 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) guarantee slip Reinsurance expense Operating tax and 829,972.33 740,596.30 791,103.86 643,885.18 extras Sales expenses 1,469,381.53 153,812.58 953,612.86 129,046.62 Administration 9,246,367.59 4,200,739.73 7,936,979.56 5,004,864.63 expenses Financial expenses 4,391,279.34 3,041,249.31 3,483,092.70 3,268,619.58 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 3,730,613.73 1,365,841.43 5,482,981.03 -380,766.87 (Loss is listed with “-”) Add: Non-operating 101,986.98 61,986.98 61,042.80 4,060.68 income Less: Non-operating 60,710.40 60,710.40 108.76 0 expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is 3,771,890.31 1,367,118.01 5,543,915.07 -376,706.19 listed with “-”) Less: Income tax 433,580.37 328,108.32 396,851.09 V. Net profit (Net loss is 3,338,309.94 1,039,009.69 5,147,063.98 -376,706.19 listed with “-”) Net profit attributable to owners 3,338,309.94 1,039,009.69 5,147,063.98 -376,706.19 equity of parent company Minority shareholders gains and losses VI. Earnings per share i. Basic earnings per 0.0118 0.0037 0.0182 -0.0013 share ii. Diluted earnings per 0.0118 0.0037 0.0182 -0.0013 share VII. Other consolidated income VIII. Total consolidated 3,338,309.94 1,039,009.69 5,147,063.98 -376,706.19 10 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) income Total consolidated income attributable to 3,338,309.94 1,039,009.69 5,147,063.98 -376,706.19 owners of parent company Total consolidated income attributable to minority shareholders Concerning the enterprise consolidation under common control occurred in the period; the mergered party realized net profit before consolidation amounting to RMB 2,321,520.24. 4.3 Cash flow statement Prepared by Shenzhen Zhongheng Huafa Co., Ltd. Jan.-Mar. 2011 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 173,144,496.62 11,704,623.50 195,696,213.79 112,801,087.74 providing labor services 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 40,000.00 received 11 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) Other cash received concerning operating 6,978,930.98 4,342,162.69 activities Subtotal of cash inflow arising from 180,163,427.60 16,046,786.19 195,696,213.79 112,801,087.74 operating activities Cash paid for purchasing commodities 178,606,493.61 1,971,053.08 123,108,416.33 10,689,025.07 and receiving labor service 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 of guarantee slip Cash paid to/for 10,029,980.98 1,201,912.05 7,416,845.71 1,701,327.92 staff and workers Taxes paid 1,684,246.34 1,489,952.93 2,348,166.80 1,157,384.09 Other cash paid concerning operating 27,881,910.44 5,133,746.25 37,313,372.97 33,745,947.02 activities Subtotal of cash outflow arising from 218,202,631.37 9,796,664.31 170,186,801.81 47,293,684.10 operating activities Net cash flows arising from operating -38,039,203.77 6,250,121.88 25,509,411.98 65,507,403.64 activities 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 12 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) units Other cash received concerning investing activities Subtotal of cash inflow from investing activities Cash paid for purchasing fixed, 7,247,439.49 226,960.00 497,171.67 intangible and other long-term assets Cash paid for 14,100,000.00 58,300,000.00 investment 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 7,247,439.49 226,960.00 14,597,171.67 58,300,000.00 activities Net cash flows arising from investing -7,247,439.49 -226,960.00 -14,597,171.67 -58,300,000.00 activities 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 4,882,920.40 12,000,000.00 loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 4,882,920.40 12,000,000.00 activities Cash paid for 4,558,200.00 4,558,200.00 3,811,800.00 3,811,800.00 settling debts Cash paid for 4,364,341.32 3,015,184.06 3,483,092.70 3,268,619.58 13 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report 2011(Full Text) dividend and profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing 8,922,541.32 7,573,384.06 7,294,892.70 7,080,419.58 activities Net cash flows arising from financing -4,039,620.92 -7,573,384.06 4,705,107.30 -7,080,419.58 activities IV. Influence on cash and cash equivalents due to -32,232.52 -32,232.52 -126,267.15 -55,918.19 fluctuation in exchange rate V. Net increase of cash -49,358,496.70 -1,582,454.70 15,491,080.46 71,065.87 and cash equivalents Add: Balance of cash and cash equivalents 113,686,755.85 29,345,694.04 27,153,099.93 26,068,936.24 at the period -begin VI. Balance of cash and cash equivalents at the 64,328,259.15 27,763,239.34 42,644,180.39 26,140,002.11 period -end 4.4 Auditor’s report Auditors opinions: Un-audited §5 Other submitted data 5.1 Statement of the non-operational capital occupation and payment by largest shareholder and its affiliated □Applicable √Inapplicable 5.2 Particular about external guarantee with regulation violation □Applicable √Inapplicable Board of the Directors of Shenzhen Zhongheng Huafa Co., Ltd. April 19, 2011 14