Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Shenzhen Zhongheng Huafa Co., Ltd. THE THIRD QUARTERLY REPORT FOR 2015 (Full-Text) October 2015 1 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Section I. Important Notes 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. All directors of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Li Zhongqiu, Person in Charge of Accounting Works Cao Li and Person in Charge of Accounting Organ (Accounting Officer) Wu Aijie hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease Total assets(RMB) 1,165,937,036.37 1,162,740,984.93 0.27% Net assets attributable to shareholders of listed company 301,345,822.75 281,351,269.74 7.11% (RMB) Increase/decrease in Increase/decrease in Year-begin to end of comparison with Current period comparison with same the Period year-begin to period of last year Period-end of last year Operating revenue (RMB) 140,688,910.96 -32.42% 389,423,540.82 -32.25% Net profit attributable to shareholders of the listed company 5,817,241.98 1,350.37% 19,994,553.01 1,918.23% (RMB) Net profit attributable to shareholders of the listed company -16,478,039.21 -2,339.06% -24,718,751.42 -6,891.25% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- 48,060,038.26 112.52% operating activities(RMB) Basic earnings per share 0.0205 1,381.25% 0.0706 1,917.14% (RMB/Share) Diluted earnings per share 0.0205 1,381.25% 0.0706 1,917.14% (RMB/Share) Weighted average ROE 1.95% 2.12 percent points up 6.86% 6.50 percent points up Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the 9,774.76 write-off that accrued for impairment of assets) 3 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to 1,691,800.00 national standards, which are closely relevant to enterprise’s business) Profit and loss of assets delegation on others’ investment or 42,833,333.35 Financial products revenue management Other non-operating income and expenditure except for the 691,049.85 aforementioned items Other gains/losses qualify the definition of non-recurring gains 643.49 and losses Less: impact on income tax 513,297.02 Total 44,713,304.43 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of the Period In Share Total common shareholders in 23,813 reporting period Shares-held of top ten common shareholders Amount of Number of share pledged/frozen Nature of Proportion of Amount of shares Shareholders restricted shares shareholder shares held held State of share Amount held Wuhan Pledged 116,489,894 Zhongheng New Domestic Science & non-state-owned 41.14% 116,489,894 116,489,894 Technology Frozen 0 legal person Industrial Group Co., Ltd. SEG (HONG Overseas legal 5.85% 16,569,560 0 Pledged 0 4 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) KONG) CO., person Frozen 0 LTD. GOOD HOPE Pledged 0 CORNER Overseas legal 4.91% 13,900,000 0 INVESTMENTS person Frozen 0 LTD. Domestic nature Pledged 0 Xu Xiaoyang 0.94% 2,650,000 0 person Frozen 0 Domestic nature Pledged 0 Xie Pin 0.65% 1,840,000 0 person Frozen 0 Domestic nature Pledged 0 Zhao Yuzhen 0.64% 1,803,899 0 person Frozen 0 Domestic nature Pledged 0 Xu Dongdong 0.51% 1,437,407 0 person Frozen 0 China Securities Pledged 0 Finance State-owned legal 0.47% 1,336,201 0 Corporation person Frozen 0 Limited Domestic nature Pledged 0 Zhou Ningyan 0.42% 1,200,000 0 person Frozen 0 Domestic nature Pledged 0 Li Baoqin 0.38% 1,065,201 0 person Frozen 0 Particular about top ten common shareholders with un-restrict shares held Type of shares Shareholders Amount of un-restrict common shares held Type Amount Domestically SEG (HONG KONG) CO., LTD. 16,569,560 listed foreign shares Domestically GOOD HOPE CORNER 13,900,000 listed foreign INVESTMENTS LTD. shares RMB ordinary Xu Xiaoyang 2,650,000 shares RMB ordinary Xie Pin 1,840,000 shares RMB ordinary Zhao Yuzhen 1,803,899 shares 5 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) RMB ordinary Xu Dongdong 1,437,407 shares China Securities Finance RMB ordinary 1,336,201 Corporation Limited shares RMB ordinary Zhou Ningyan 1,200,000 shares Domestically Li Baoqin 1,065,201 listed foreign shares Domestically BINGHUA LIU 877,013 listed foreign shares Among the top ten shareholders, Wuhan Zhongheng New Science & Technology Industrial Group Co., Ltd. neither bears associated relationship with other shareholders, nor belongs to Explanation on associated the consistent actor that are prescribed in Measures for the Administration of Disclosure of relationship among the top ten Shareholder Equity Changes of Listed Companies. The Company neither knew whether there exists associated relationship among the other tradable shareholders, nor they belong to shareholders or consistent action consistent actors that are prescribed in Measures for the Administration of Disclosure of Shareholder Equity Changes of Listed Companies. Explanation on shareholders In top ten common shareholders, Zhou Ningyan holds 1,200,000 shares of the Company, involving margin business about top among which, 1,200,000 shares are held through the credit account, representing 100% of the ten common shareholders (if total shares held, and takes 0.42% of the total shares of the Company applicable) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □Yes √ No Top ten common shareholders or top ten common shareholders with un-restrict shares not held have a buy-back agreement dealing in reporting period 2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end □Applicable √Not applicable 6 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable y-o-y Item 2015-9-30 2015-1-1 changes Reasons Notes discounted and endorsement transfer Note receivable 55,113,728.36 100,821,063.85 -45.34% occurred in the period Part of the account are collected ahead of time Account receivable 168,692,114.88 112,425,468.57 50.05% at end of last year 1368.51 Account paid in advance 83,251,750.92 5,669,119.87 % Account paid in advance for display increased Intercourse funds between the companies are Other account receivable 10,292,326.04 109,094,812.29 -90.57% collected in the Period Account received in Advances on sales for video communication advance 1,946,781.97 727,331.06 167.66% increased Part of the year-end performance issued in the Wages payable 4,154,356.02 6,208,793.90 -33.09% Period Jan. to Sept. y-o-y Item Jan. to Sept. 2015 2014 changes Reasons Operation revenue 389,423,540.82 574,799,097.22 -32.25% Orders in the Period declined Operation costs 326,662,858.89 505,448,858.26 -35.37% Orders in the Period declined Financial expenses 43,199,943.80 26,200,025.63 64.89% Interest of long-term loans increased Assets impairment loss - -140,992.99 Impairment loss occurred in the Period Gains from financial products received in the Investment gains 42,833,976.84 - Period Revenue from export subsidy received in the Non-operation revenue 2,706,187.41 935,348.39 189.32% Period Overdue fine for the import surcharge occurred Non-operation cost 313,562.80 99,726.04 214.42% in the Period Income tax expenses 79,073.46 -84.99% There were deferred income tax occurred last 7 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) 526,828.04 period Jan. to Sept. y-o-y Item Jan. to Sept. 2015 2014 changes Reasons Cash received relating to Intercourse funds between the companies are other operating activities 104,728,770.98 12,388,222.70 745.39% collected Cash paid for purchasing goods, receiving labor Orders are declined in the Period, the materials service 259,502,535.91 579,317,407.91 -55.21% purchasing decreased Taxes paid 15,916,710.01 12,140,924.96 31.10% VAT and surcharge tax paid increased Cash received from investment 500,000,000.00 - Financial products redemption Cash received from investment gains 42,833,333.35 - Gains from financial products Net cash received from disposal of fixed assets, intangible assets and other The account collected from fixed assets disposal long-term assts 20,000.00 50,000.00 -60.00% decreased Cash paid for purchasing fixed assets, intangible assets and other long-term assts 14,542,977.61 3,188,200.00 356.15% Purchasing Xingfuhai Shops in the Period Other cash payments relating to investing The intercourse for Gongming transformation of activities 500,099,356.51 - old urban are paid Cash received from loans 273,598,564.67 889,576,740.81 -69.24% Long-term loans are borrow last period Loans are paid to China Construction Bank last Cash paid for debt payment 303,673,954.40 503,617,245.56 -39.70% period Cash paid for distribution of dividend, profit or interest payment 39,318,168.08 23,616,708.26 66.48% Interest of long-term loans increased Impact on cash or cash equivalent from change of foreign exchange 31,906.89 -1,762,391.19 101.81% Exchange rate fluctuation II. Progress of significant events, their influences, and analysis and explanation of their solutions √ Applicable □Not applicable 8 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) (I) The Company signed Asset Exchange Contract with Wuhan Zhongheng Group on 29 April 2009 (details were referred to in the announcement dated 30 April 2009), and the contract was executed well (details were set out in the 2010 annual report). Pursuant to the contract, since part of the assets of the Company (namely two parcel of industrial lands located at Huafa road, Gongming town, Guangming new district, Shenzhen (the property certificate No. were SFDZ No.7226760 and SFDZ No.7226763, No. of parcels were A627-005 and A627-007, and the aggregate area was 48,200 sq.m)) were the lands listed in the first batch of plan for 2010 Shenzhen urbanization unit planning preparation plan. For promotion of such urbanization project and joint cooperation, the Company has not completed the transfer procedures in respect of the aforesaid land. The Company convoked the first extraordinary meeting of the Board in 2015 on February 16, 2015 and the first extraordinary general meeting of the Board in 2015 on March 4, 2015, which considered and approved the “Motion on promoting and implementing the urban renewal project for the renewal units of Hwafa area at Gongming street, Guangming new district, Shenzhen”, specified that the Company and Wuhan Zhongheng Group shall obtain the corresponding compensatory consideration for removal from the respectively owned project plots and the respectively contributed and constructed above-ground buildings in accordance with Shenzhen urban renewal policies and regulations and the provision of relevant governmental departments before the land development, it is estimated that the compensatory consideration obtained by the Company accounts for 50.5% of the total consideration and Wuhan Zhongheng Group accounts for 49.5% by calculation. The Company convened the 5th extraordinary board meeting for 2015 and the 2nd extraordinary general meeting for 2015 on 15 June and 2 July 2015 respectively, to consider and approve the resolution on implementation of urban refresh project of “refresh units in Huafa region, Gongming street, Guangming new district, Shenzhen” and resolution on submit to the general shareholders meeting for authority grants to the Board in aspect of implementation of urban refresh project of “refresh units in Huafa region, Gongming street, Guangming new district, Shenzhen”. The Company and Shenzhen Qianhai Zhongzheng City Development Management Co., Ltd (“Qianhai ZHongzheng”), Shenzhen Zhongzheng Yutian Real Estate Co., Ltd. (“Zhongzheng Yutian”) as well as the Wuhan Zhongheng Group entered into the Cooperation Framework Agreement relating to Gongming Huafa Refresh Project and Cooperation Framework Agreement relating to the urban refresh project of “refresh units in Huafa region, Gongming street, Guangming new district, Shenzhen”, Cooperation Agreement relating to Gongming Huafa Urban Refresh Project and Relocation Compensation Agreement relating to Gongming Huafa Urban Refresh Project. The 7th meeting of 8th session of the Baord deliberated and approved the resolution of terminate a contract of the urban refresh project of “refresh units in Huafa region, Gongming street, Guangming new district, Shenzhen” by the Company and Shenzhen Qianhai Zhongzheng City Development Management Co., Ltd, and the cooperation termination contract on the urban refresh project of Gongming Huafa are signed between the Company, Qianhai Zhongzheng, Zhongzheng Yutian and Wuhan Zhongheng Group on 25 August 2015, the agreement signed previously are terminated. The 6th extraordinar meeting of the Board for 2015 deliberated and approved the resolution on implementation of urban refresh project of “refresh units in Huafa region, Gongming street, Guangming new district, Shenzhen” and progress of related transactions, on 26 August 2015, the Company entered into the Cooperation Agreement relating to urban refresh project of “refresh units in Huafa region, Gongming street, Guangming new district, Shenzhen”, Cooperation operation contract of the Huafa Industry zone old urban in Guangming New district, 9 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Gongming Street and agreement of house acquisition and relocation compensation with Wuhan Zhongheng New Science and Technology Industrial Group Company (“Wuhan Zhongheng Group” for short), Shenzhen Vanke Real estate Co., Ltd. (“Shenzhen Vanke”) and Shenzhen Vanke Guangming Real Estate Development Co., Ltd. (“Vanke Gongming” for shrot). (II) With purpose of further optimize the capital structure; improve financial status of the Company and providing necessary capital condition and liquidity for the upgrade of industry business transformation, specialization of the property operation and development of large-scale, the Company plans to private offering A-share. Controlling shareholder - Wuhan Zhongheng New Technology Industry Group Co., Ltd. subscribe 87.6 million shares at most in cash, fund raised no more than 599.184 million Yuan (issuance cost included) in total, the fund are raised for debt payment and supplement current capital in order to laying a solid foundation of the sustainable development of the Company. Relevant private placement of A-share has been deliberated and approved by third extraordinary meeting of 2015 of the Board, and shall submit for approval by general meeting and implemented after verify by CSRC, found more in notice released on Juchao Website (www.cninfo.com.cn) dated 20 March 2015 and 20 May 2015. (III)Our controlling shareholder Wuhan Zhongheng Group handling pledge formality removal procedures on the restricted shares of the Company 6,000,000 shares (takes 5.15% of the shares of the Company held, and takes 2.12% of the total share capital of the Company) on 8 September 2015 in CSDCC, and on 10 September 2015, the 6,000,000 shares pledged to Wuhan CITIC Bank and halding the registration procedures in CSDCC. III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or made in previous period and extending to reporting period √ Applicable □Not applicable Commit Dated for Commitment Commitments ment Contents Implementation commitment term party Share Merger Reform N/A N/A The Company held the 3rd meeting of the Board and the 3rd meeting of supervisors respectively on 18 April Within 1 year after 2014 to consider and approve the resolution on change Wuhan transferred of this of assets injection commitment from controlling Zhonghe equity acquisition: 1. shareholder, pursuant to which, our controlling ng New Injected relevant From 4 shareholder Wuhan Zhongheng Group’s proposal on its Commitments in Science capital of plastic December 2007 commitment change plan relating to that “within a year report of & injection business into to 4 November 2007-03-29 commencing from the date when it is approved at acquisition or equity Technol the Company; 2.70% 2008; From 13 general meeting, Wuhan Zhongheng Group will sell the change ogy equity of the May 2014 to 12 street shops in the first floor of phase I of“Yutian Industria Hengsheng May 2015 Happiness Sea” Project to the Company in cash ”was l Group Photoelectricity will approved. The above commitment change plan has been Co., Ltd. inject into the considered and approved at the 2013 annual general Company. meeting held on 13 May 2014. During the reporting period, our wholly-owned subsidiary Hengfa Science 10 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) and Technology signed property purchase and sale contract with Wuhan New East (the wholly-owned subsidiary of Wuhan Zhongheng Group). According to consideration at the 2nd extraordinary board meeting for 2015, the Company has finished property transfer registration for No. 1# and 2# properties, and will complete property transfer registration for No. 6# and 7# properties by 16 March 2016. Commitments in N/A N/A assets reorganization Commitments in initial public offering N/A N/A or refinancing Other commitments to minority shareholders N/A N/A of the Company Completed on time or Yes not IV. Estimation of operation performance for year of 2015 Estimation on 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 on reason □ Applicable √ Not applicable V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. VI. Explanation on equity of other listed company held □ Applicable √ Not applicable No security investment in Period. VII. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VIII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable 11 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Content discussed and documents Date Place Way Type Object provided Operation situation of the From July to The company's Individual Company, assets status, process of Telephone Personal September in 2015 headquarters investors city update projects and private placement 12 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by SHENZHEN ZHONGHENG HUAFA CO., LTD 2015-09-30 In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 34,340,212.39 28,819,357.68 Settlement provisions Capital lent Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable 55,113,728.36 100,821,063.85 Accounts receivable 168,692,114.88 112,425,468.57 Accounts paid in advance 83,251,750.92 5,669,119.87 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 10,292,326.04 109,094,812.29 Purchase restituted finance asset Inventories 36,344,341.38 30,880,050.55 Divided into assets held for sale Non-current asset due within one year Other current assets 500,000,000.00 500,000,000.00 Total current assets 888,034,473.97 887,709,872.81 Non-current assets: Loans and payments on behalf 13 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment Investment property 30,333,595.93 31,274,663.74 Fixed assets 191,145,414.53 186,438,814.34 Construction in progress 3,133,170.00 2,853,356.00 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 46,745,964.17 47,866,685.21 Expense on Research and Development Goodwill Long-term expenses to be apportioned 292,483.18 345,658.24 Deferred income tax asset 6,251,934.59 6,251,934.59 Other non-current asset Total non-current asset 277,902,562.40 275,031,112.12 Total assets 1,165,937,036.37 1,162,740,984.93 Current liabilities: Short-term loans 132,564,385.39 138,114,376.32 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable 44,231,056.77 39,994,397.62 Accounts payable 70,505,730.49 65,547,836.32 Accounts received in advance 1,946,781.97 727,331.06 Selling financial asset of repurchase Commission charge and commission payable Wage payable 4,154,356.02 6,208,793.90 14 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Taxes payable 15,510,838.07 18,552,046.85 Interest payable Dividend payable Other accounts payable 30,412,481.10 24,179,349.31 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 299,325,629.81 293,324,131.38 Non-current liabilities: Long-term loans 562,500,000.00 585,300,000.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Projected liabilities 2,765,583.81 2,765,583.81 Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 565,265,583.81 588,065,583.81 Total liabilities 864,591,213.62 881,389,715.19 Owner’s equity: Share capital 283,161,227.00 283,161,227.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 109,496,837.33 109,496,837.33 Less: Inventory shares Other comprehensive income 15 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Reasonable reserve Surplus public reserve 77,391,593.25 77,391,593.25 Provision of general risk Retained profit -168,703,834.83 -188,698,387.84 Total owner’s equity attributable to parent 301,345,822.75 281,351,269.74 company Minority interests Total owner’s equity 301,345,822.75 281,351,269.74 Total liabilities and owner’s equity 1,165,937,036.37 1,162,740,984.93 Legal representative: Li Zhongqiu Person in charge of accounting works: Cao Li Person in charge of accounting institution: Wu Aijie 2. Balance Sheet of parent company In RMB Item Closing balance Opening balance Current assets: Monetary funds 11,298,889.64 14,802,258.59 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable Accounts receivable 1,760,172.07 1,857,222.07 Account paid in advance 1,005,472.83 Interest receivable Dividends receivable Other receivables 74,239,891.02 106,214,702.41 Inventories 14,806.50 14,806.50 Divided into assets held for sale Non-current assets maturing within one year Other current assets 500,000,000.00 500,000,000.00 Total current assets 587,313,759.23 623,894,462.40 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term receivables 16 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Long-term equity investments 186,608,900.00 187,608,900.00 Investment property 30,333,595.93 31,274,663.74 Fixed assets 96,856,764.14 100,029,320.14 Construction in progress 3,093,170.00 2,853,356.00 Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets 5,169,728.55 5,278,437.84 Research and development costs Goodwill Long-term deferred expenses 254,166.64 291,666.67 Deferred income tax assets 7,056,901.94 7,056,901.94 Other non-current assets Total non-current assets 329,373,227.20 334,393,246.33 Total assets 916,686,986.43 958,287,708.73 Current liabilities: Short-term borrowings 19,700,000.00 20,000,000.00 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable Accounts payable 9,740,367.33 10,745,840.16 Accounts received in advance 443,799.24 420,611.24 Wage payable 774,746.66 724,418.36 Taxes payable 10,798,026.89 11,286,781.44 Interest payable Dividend payable Other accounts payable 20,344,267.68 56,873,489.93 Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 61,801,207.80 100,051,141.13 17 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Non-current liabilities: Long-term loans 562,500,000.00 585,300,000.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Projected liabilities 2,765,583.81 2,765,583.81 Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 565,265,583.81 588,065,583.81 Total liabilities 627,066,791.61 688,116,724.94 Owners’ equity: Share capita 283,161,227.00 283,161,227.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 109,496,837.33 109,496,837.33 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus reserve 77,391,593.25 77,391,593.25 Retained profit -180,429,462.76 -199,878,673.79 Total owner’s equity 289,620,194.82 270,170,983.79 Total liabilities and owner’s equity 916,686,986.43 958,287,708.73 3. Consolidated Profit Statement (this report period) In RMB Item Current Period Last Period I. Total operating income 140,688,910.96 208,177,270.86 Including: Operating income 140,688,910.96 208,177,270.86 18 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Interest income Insurance gained Commission charge and commission income II. Total operating cost 149,315,806.90 209,036,915.32 Including: Operating cost 119,199,333.52 178,527,255.38 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 guarantee slip Reinsurance expense Operating tax and extras 1,242,893.86 1,376,240.31 Sales expenses 2,490,619.26 3,140,144.67 Administration expenses 13,576,215.13 10,002,764.59 Financial expenses 12,806,745.13 15,990,510.37 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed 13,333,333.37 with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 4,706,437.43 -859,644.46 “-”) Add: Non-operating income 1,899,133.76 282,665.42 Including: Disposal gains of 9,774.76 0.00 non-current asset Less: Non-operating expense 383.84 2,201.80 Including: Disposal loss of 0.00 non-current asset 19 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) IV. Total Profit (Loss is listed with “-”) 6,605,187.35 -579,180.84 Less: Income tax expense 787,945.37 -113,939.91 V. Net profit (Net loss is listed with “-”) 5,817,241.98 -465,240.93 Net profit attributable to owner’s of 5,817,241.98 -465,240.93 parent company Minority shareholders’ gains and losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 20 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 5,817,241.98 -465,240.93 Total comprehensive income 5,817,241.98 -465,240.93 attributable to owners of parent Company Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0205 -0.0016 (ii) Diluted earnings per share 0.0205 -0.0016 Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and realized 0 Yuan at last period for combined party Legal representative: Li Zhongqiu Person in charge of accounting works: Cao Li Person in charge of accounting institution: Wu Aijie 4. Profit Statement of parent company (this report period) In RMB Item Current Period Last Period I. Operating income 14,889,810.19 15,724,379.84 Less: Operating cost 3,566,116.87 2,640,562.98 Operating tax and extras 906,526.38 930,324.67 Sales expenses Administration expenses 8,513,341.41 4,714,135.33 Financial expenses 12,100,843.00 13,235,797.59 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is 13,333,333.37 listed with “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed 3,136,315.90 -5,796,440.73 with “-”) Add: Non-operating income 183,848.00 67,808.00 21 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Including: Disposal gains of non-current asset Less: Non-operating expense 0.00 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 3,320,163.90 -5,728,632.73 “-”) Less: Income tax expense IV. Net profit (Net loss is listed with 3,320,163.90 -5,728,632.73 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 22 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income 3,320,163.90 -5,728,632.73 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share 5. Consolidated profit statement (from year-begin to end of this period) In RMB Item Current Period Last Period I. Total operating income 389,423,540.82 574,799,097.22 Including: Operating income 389,423,540.82 574,799,097.22 Interest income Insurance gained Commission charge and commission income II. Total operating cost 414,576,515.80 574,117,195.53 Including: Operating cost 326,662,858.89 505,448,858.26 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 guarantee slip Reinsurance expense Operating tax and extras 4,920,188.37 4,381,764.40 Sales expenses 7,622,389.84 8,704,843.81 Administration expenses 32,171,134.90 29,522,696.42 Financial expenses 43,199,943.80 26,200,025.63 Losses of devaluation of asset -140,992.99 23 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed 42,833,976.84 with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 17,681,001.86 681,901.69 “-”) Add: Non-operating income 2,706,187.41 935,348.39 Including: Disposal gains of 9,774.76 161,398.90 non-current asset Less: Non-operating expense 313,562.80 99,726.04 Including: Disposal loss of 106,623.72 non-current asset IV. Total Profit (Loss is listed with “-”) 20,073,626.47 1,517,524.04 Less: Income tax expense 79,073.46 526,828.04 V. Net profit (Net loss is listed with “-”) 19,994,553.01 990,696.00 Net profit attributable to owner’s of 19,994,553.01 990,696.00 parent company Minority shareholders’ gains and losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss 24 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 19,994,553.01 990,696.00 Total comprehensive income 19,994,553.01 990,696.00 attributable to owners of parent Company Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0706 0.0035 (ii) Diluted earnings per share 0.0706 0.0035 Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and realized 0 Yuan at last period for combined party 6. Profit Statement of parent company (from year-begin to end of this period) In RMB Item Current Period Last Period 25 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) I. Operating income 41,050,984.15 35,414,915.54 Less: Operating cost 6,822,404.01 5,996,505.98 Operating tax and extras 2,561,910.04 2,256,699.79 Sales expenses 0.00 Administration expenses 17,731,451.25 15,339,318.20 Financial expenses 37,658,777.72 18,519,254.38 Losses of devaluation of asset 168,721.11 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is 42,833,333.35 listed with “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed 19,109,774.48 -6,865,583.92 with “-”) Add: Non-operating income 341,154.00 156,141.00 Including: Disposal gains of non-current asset Less: Non-operating expense 1,717.45 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 19,449,211.03 -6,709,442.92 “-”) Less: Income tax expense -42,180.28 IV. Net profit (Net loss is listed with 19,449,211.03 -6,667,262.64 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified 26 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income 19,449,211.03 -6,667,262.64 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share 7. Consolidated Cash Flow Statement (from year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 287,471,957.64 254,875,585.83 services Net increase of customer deposit and interbank deposit Net increase of loan from central 27 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) 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 amount from disposal financial assets that measured by fair value and with variation reckoned into current gains/losses 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 104,728,770.98 12,388,222.70 operating activities Subtotal of cash inflow arising from 392,200,728.62 267,263,808.53 operating activities Cash paid for purchasing commodities and receiving labor 259,502,535.91 579,317,407.91 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 staff and workers 46,694,148.75 42,001,233.83 Taxes paid 15,916,710.01 12,140,924.96 Other cash paid concerning 22,027,295.69 17,724,030.15 28 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) operating activities Subtotal of cash outflow arising from 344,140,690.36 651,183,596.85 operating activities Net cash flows arising from operating 48,060,038.26 -383,919,788.32 activities II. Cash flows arising from investing activities: Cash received from recovering 500,000,000.00 investment Cash received from investment 42,833,333.35 income Net cash received from disposal of fixed, intangible and other long-term 20,000.00 50,000.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 542,853,333.35 50,000.00 activities Cash paid for purchasing fixed, 14,542,977.61 3,188,200.00 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning 500,099,356.51 investing activities Subtotal of cash outflow from investing 514,642,334.12 3,188,200.00 activities Net cash flows arising from investing 28,210,999.23 -3,138,200.00 activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries 29 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Cash received from loans 273,598,564.67 889,576,740.81 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 273,598,564.67 889,576,740.81 activities Cash paid for settling debts 303,673,954.40 503,617,245.56 Cash paid for dividend and profit 39,318,168.08 23,616,708.26 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 342,992,122.48 527,233,953.82 activities Net cash flows arising from financing -69,393,557.81 362,342,786.99 activities IV. Influence on cash and cash equivalents due to fluctuation in 31,906.89 -1,762,391.19 exchange rate V. Net increase of cash and cash 6,909,386.57 -26,477,592.52 equivalents Add: Balance of cash and cash 22,392,147.12 50,704,319.86 equivalents at the period -begin VI. Balance of cash and cash 29,301,533.69 24,226,727.34 equivalents at the period -end 8. Cash Flow Statement of parent company (from year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling 46,388,625.03 32,446,311.37 commodities and providing labor services Write-back of tax received Other cash received concerning 29,730,709.64 59,702,045.41 operating activities 30 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Subtotal of cash inflow arising from 76,119,334.67 92,148,356.78 operating activities Cash paid for purchasing commodities and receiving labor service Cash paid to/for staff and workers 4,384,404.98 3,819,398.87 Taxes paid 4,846,872.57 4,308,884.22 Other cash paid concerning operating 54,909,468.68 494,106,065.77 activities Subtotal of cash outflow arising from 64,140,746.23 502,234,348.86 operating activities Net cash flows arising from operating 11,978,588.44 -410,085,992.08 activities II. Cash flows arising from investing activities: Cash received from recovering 500,000,000.00 investment Cash received from investment income 42,833,333.35 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 0.00 investing activities Subtotal of cash inflow from investing 542,833,333.35 activities Cash paid for purchasing fixed, 29,899.00 882,600.00 intangible and other long-term assets Cash paid for investment 1,000,000.00 Net cash received from subsidiaries and other units Other cash paid concerning investing 500,000,000.00 activities Subtotal of cash outflow from investing 500,029,899.00 1,882,600.00 activities Net cash flows arising from investing 42,803,434.35 -1,882,600.00 activities III. Cash flows arising from financing activities 31 Shenzhen Zhongheng Huafa Co., Ltd. Third Quarterly Report 2015(Full-Text) Cash received from absorbing investment Cash received from loans 14,700,000.00 627,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 14,700,000.00 627,000,000.00 activities Cash paid for settling debts 37,800,000.00 201,890,800.00 Cash paid for dividend and profit 35,196,829.31 20,312,256.75 distributing or interest paying Other cash paid concerning financing activities Subtotal of cash outflow from financing 72,996,829.31 222,203,056.75 activities Net cash flows arising from financing -58,296,829.31 404,796,943.25 activities IV. Influence on cash and cash equivalents 11,437.57 12,867.32 due to fluctuation in exchange rate V. Net increase of cash and cash equivalents -3,503,368.95 -7,158,781.51 Add: Balance of cash and cash 14,802,258.59 18,575,925.94 equivalents at the period -begin VI. Balance of cash and cash equivalents at 11,298,889.64 11,417,144.43 the period -end II. Audit Report Whether the third quarter report was audited or not □Yes √No The third quarter report of the Company has not been audited Board of Directors of Shenzhen Zhongheng Huafa Co., Ltd. 27 October 2015 32