China Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 1 China Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full text) §1 Important Declaration 1.1 The Board of Directors and the directors of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. 1.2 Directors other than the followings presented the Board Meeting on which this report was examined: 1.3 The 3rd Quarterly Report is not audited by CPA. 1.4 Mr. Xiong Jianming, the Chairman of Board, Mr. Lin Kebin, the Financial Principal declares: the Financial Report carried in this report is authentic and completed. §2 Company Profile 2.1 Financial highlights In RMB Yuan In RMB Yuan Name of the director absented Position Reason for not presenting the meeting Name of consignee Xiong Jianming Chairman Business engagement Wang Shengguo 2009.9.30 2008.12.31 Changed by (%) Gross Assets (RMB) 1,442,126,684.62 1,395,570,931.42 3.34% Owners’ equity attributable to the shareholders of the listed company (yuan) 593,179,820.76 559,715,901.95 5.98% Capital shares (shares) 426,786,359.00 426,786,359.00 0.00% Net asset per share attributable to the shareholders of the listed company (Yuan/share) 1.39 1.31 6.11% July-Sept. 2009 Changed over the previous year (%) Jan-Sept. 2009 Changed over the previous year (%) Turnover (yuan) 232,026,806.87 18.22% 601,972,120.76 7.13% Net profit attributable to shareholders of the listed company (yuan) 7,376,329.77 37,452,964.05 119.38% Net Cash flow generated by business operation (RMB) - - 9,813,490.56 Net Cash flow per share generated by business operation (yuan/share) - - 0.02 143.88% Basic earnings per share (Yuan/share) 0.017 0.09 125.00% Diluted earnings per share (Yuan/share) 0.017 0.09 125.00% Net return on equity (%) 1.24% 1.91% 6.31% 3.24% Net earnings / capital ratio after deducting of non-recurring gain/loss (%) 1.03% 1.59% 2.65% 4.06% Non-recurring gain and loss items Amount from beginning of year NoteChina Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 2 2.2 Total of shareholders and the top 10 holders of unconditional shares In Shares §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ applicable □ not applicable to the end of report term Gain/loss of non-current assets -699,992.78 Government subsidies accounted into current gain/loss account, other than those closely related to the Company’s common business, comply with the national policy and continues to enjoy at certain fixed rate or amount. 1,286,000.00 Gain/loss from debt reorganization 18,377.07 Gain/loss from commissioned loans 308,534.09 Gain/loss from change of fair value of transactional asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and sellable financial assets, other than valid period value instruments related to the Company’s common businesses 16,614,079.31 Gain/loss from change of fair value of investment property measured at fair value in follow-up measurement 3,521,776.72 Other non-business income and expenditures other than the above 743,388.75 Influenced amount of minority shareholders’ equity -83,347.15 Total 21,708,816.01 - Total shareholders at the end of the report period (accounts) 71,312 Top ten holders of the shares without subscription limitation Full name of shareholder Amount of unconditional shares held at the end of report term Categories Shenzhen Banglin Technologies Development Co., Ltd. 42,850,014 RMB common shares Shenzhen Shilihe Investment Co., Ltd. 27,632,445 RMB common shares Hong Kong Onforce International Co., Ltd. 18,000,000 Foreign shares placed in domestic exchange Fu Ruyu 2,356,724 RMB common shares Cao Yifan 2,063,000 Foreign shares placed in domestic exchange Zhen Fan 1,190,000 Foreign shares placed in domestic exchange Chen Jinbiao 938,800 Foreign shares placed in domestic exchange Liu Changjun 826,600 Foreign shares placed in domestic exchange BNP PARIBAS ARBITRAGE (HONG KONG) LTD 809,471 Foreign shares placed in domestic exchange Zhang Yongjie 808,080 Foreign shares placed in domestic exchange 1. Comparing with the beginning of year, notes receivable reduced by RMB9,683,790.29. This was caused by due of bank notes hold at beginning of year;China Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 3 3.2 Progress of significant events, their influence, countermeasures, and analysis √ applicable □ not applicable 3.3 Fulfilling of commitment issues made by the Company, shareholder, or substantial controller □applicable √ not applicable 3.4 Estimated accumulative profit from the year beginning to the end of the next report period may be of deficits; or in comparison with the same period of the previous year, give the warning of great change and the notice to the reasons. □applicable √ not applicable 3.5 Major events needs to be explained 2. Comparing with the beginning of year, the prepayment has increased by RMB17,350,754.41, which was caused by prepayment disbursed to the material supplier of University Games (Shenzhen) projects. 3. Comparing with the beginning of year, the sellable financial assets has decreased by RMB8,335,527.20, which was caused by disposal of sellable financial assets. 4. Comparing with the beginning of year, notes payable reduced by RMB44,993,177.98 which was caused by reducing of payment by bank notes by the subsidiaries; 5. Comparing with the same period of last year, the financial expenses has reduced by RMB7,330,649.39 which was caused by financial structure adjustment conducted by the Company and decrease of bank loan interest as well. 6. For Jan-Sept 2009, the net profit attributable to the shareholders of the listed company has increased by 119.38% comparing with the same period of last year. After deducting of non-recurring gain/loss, the net profit attributable to the shareholders of the listed company has increased by RMB23.58 million. This was caused by increasing of turnover and gross profit ratio, and reducing of financial expenses in the same period. (1) Hangzhou City Xinyu Building No. 2, 3, 5, 6 energy saving glass curtain wall project was obtained at the end of December 2007 with contract value of RMB163.70 million. It was started in May 2008 and planned to be completed at the end of November 2009. As of the report term, a revenue of RMB103.76 million has been received. (2) The overall contract of Shenzhen Metro Line No.1 PSD system is valued RMB79.8586 million, and adopted the door machine and controlling unit developed by the Company. At present installation in Baishizhou Station, Gaoxin Station, and Shenda Station has accomplished. This project will be finished in March 2011. As of the report term, a revenue of RMB11.4352 million has been received. (3) The contract for the PSD system of Line No.2 of Shenzhen Metro was RMB169.256 million. Installation was scheduled for October 2009, and is expected to complete in March 2011. (4) Contract with Nanjing Metro was amounted to RMB59.52 million. Installation has been started in Ningdao Station and Tianying Station. This project was planned to finish in March 2010, up to the end of report term, a revenue of RMB19.7911 million has been received. (6) The contract for Main Stadium of UNIVERSIADE 2011 project was amounted to RMB95.3973 million and started in June 2009. It is planned to be finished at the end of December 2009. A revenue of RMB21.4785 million has been realized.China Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 4 §4 Attachments 4.1 Balance Sheet Prepared by: China Fangda Group Co., Ltd. Sept. 30th 2009 in RMB yuan (1) The Company neither provided capital to the controlling shareholder or its associates, nor provided any guarantee to outside parties with illegal procedures; (2) There is no shareholder holding over 30% of the Company’s shares, and there is no such share-increasing plan raised by shareholder with over 30% of the Company’s shares; (3) No cash dividend was distributed in the report term; (4) No major contract engaged in the report term. (5) At end of the report term, investment in derivate financial instruments (RMB) Category Quantity (Ton) Total value in stock Term of stock Total value at end of term Profit & loss Hu Lv 0910 200 3,000,750 Oct 15, 2009 2,965,000 -35,750 Hu Lv 0910 400 5,991,324 Nov 15, 2009 5,928,000 -63,324 Hu Lv 0912 400 5,968,000 Dec 15, 2009 5,924,000 -44,000 Hu Lv 1004 200 2,940,000 Apr 15, 2010 2,954,000 14,000 Hu Lv 1005 200 2,940,000 May 15, 2010 2,957,000 17,000 Hu Lv 1006 300 4,410,000 Jun 15, 2010 4,456,500 46,500 Hu Lv 1007 300 4,410,000 Jul 15, 2010 4,440,000 30,000 Total 2000 29,660,074 29,624,500 -35,574 Items Balance at the end of term Balance at the beginning of year Consolidated Parent company Consolidated Parent company Current asset: Monetary capital 228,228,391.94 21,994,363.48 211,638,447.88 3,702,206.23 Settlement provision 0.00 0.00 Outgoing call loan 0.00 0.00 Transactional financial assets 0.00 Notes receivable 1,220,000.00 17,539,171.74 10,903,790.29 7,273,375.72 Account receivable 315,394,744.88 15,281,301.39 309,967,793.35 20,133,345.21 Prepayment 28,646,258.94 11,295,504.53 183,333.33 Insurance receivable 0.00 0.00 Reinsurance receivable 0.00 0.00 Provisions of Reinsurance contracts receivable 0.00 0.00 Interest receivable 61,737.88 0.00 0.00 Dividend receivable Other account receivable 42,827,879.80 239,136,261.75 41,902,271.80 200,081,536.53 Repurchasing of financial assets Inventories 175,647,925.52 146,209,954.16 Non-current asset due in 1 year 0.00 Other current asset 5,000,000.00 0.00 Total of current asset 792,026,938.96 293,951,098.36 736,917,762.01 231,373,797.02 Non-current assets Loans and payment on other’s behalf disbursedChina Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 5 Disposable financial asset 5,732,972.80 1,990,246.58 14,068,500.00 Expired investment in possess Long-term receivable Long-term share equity investment 3,006,859.69 333,023,850.60 4,506,859.69 333,423,850.60 Investment properties 265,256,177.04 256,935,044.04 261,734,400.32 253,549,300.32 Fixed assets 262,258,840.39 48,015,986.35 273,756,378.47 49,360,083.88 Construction in process 17,148,105.16 9,429,233.19 Engineering goods Fixed asset disposal Production physical assets 0.00 0.00 Gas & petrol 0.00 0.00 Intangible assets 64,097,884.41 10,294,364.66 60,834,577.77 10,786,917.08 R&D expense 5,233,133.40 7,783,177.73 Goodwill 8,197,817.29 8,197,817.29 Long-term amortizable expenses 0.00 Differed income tax asset 19,167,955.48 18,342,224.95 Other non-current asset 0.00 0.00 Total of non-current assets 650,099,745.66 650,259,492.23 658,653,169.41 647,120,151.88 Total of assets 1,442,126,684.62 944,210,590.59 1,395,570,931.42 878,493,948.90 Current liabilities Short-term loans 406,889,908.00 210,000,000.00 229,382,471.49 Loan from Central Bank 0.00 0.00 Deposit received and hold for others 0.00 0.00 Call loan received 0.00 0.00 Trade off financial liabilities 35,574.20 0.00 0.00 Notes payable 13,711,871.17 58,705,049.15 Account payable 157,255,939.17 7,260,415.74 133,711,152.93 8,732,970.63 Prepayment received 94,879,775.88 693,045.60 101,965,594.16 739,302.70 Selling of repurchased financial assets 0.00 0.00 Fees and commissions receivable 0.00 0.00 Employees’ wage payable 4,250,638.27 4,674,596.67 0.00 Tax payable 25,647,550.19 1,373,233.74 31,245,712.21 2,922,025.31 Interest payable 317,625.00 317,625.00 590,697.62 374,841.37 Dividend payable Other account payable 25,255,095.32 183,957,327.56 20,928,588.30 151,776,238.60 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability 1,261,312.34 1,016,379.24 1,016,379.24 1,016,379.24 Total of current liability 729,505,289.54 404,618,026.88 582,220,241.77 165,561,757.85 Non-current liabilities Long-term borrowings 179,000,000.00 179,000,000.00 Bond payable Long-term payable Special payableChina Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 6 4.2 Income Statement of the report term Prepared by: China Fangda Group Co., Ltd. July-Sept 2009 in RMB yuan Expected liabilities Differed income tax liability 1,085,723.41 2,100,492.25 Other non-recurring liabilities 5,194,194.50 4,930,000.00 Total of non-current liabilities 6,279,917.91 186,030,492.25 179,000,000.00 Total of liability 735,785,207.45 404,618,026.88 768,250,734.02 344,561,757.85 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 426,786,359.00 426,786,359.00 426,786,359.00 426,786,359.00 Capital reserves 57,106,263.27 34,857,259.39 61,095,308.51 33,267,012.81 Less: Shares in stock Special reserves Surplus reserves 6,388,697.44 6,388,697.44 6,388,697.44 6,388,697.44 Common risk provision Retained profit 102,898,501.05 71,560,247.88 65,445,537.00 67,490,121.80 Different of foreign currency translation Total of owner’s equity belong to the parent company 593,179,820.76 539,592,563.71 559,715,901.95 533,932,191.05 Minor shareholders’ equity 113,161,656.41 67,604,295.45 Total of owners’ equity 706,341,477.17 539,592,563.71 627,320,197.40 533,932,191.05 Total of liabilities and owners’ equity 1,442,126,684.62 944,210,590.59 1,395,570,931.42 878,493,948.90 Items Current term Same period last year Consolidated Parent company Consolidated Parent company I. Total revenue 232,026,806.87 9,581,023.63 196,272,270.56 22,818,167.18 Incl. Business income 232,026,806.87 9,581,023.63 196,272,270.56 22,818,167.18 Interest income Insurance fee earned Fee and commission received II. Total business cost 225,284,273.11 9,549,539.38 200,401,516.97 22,764,851.41 Incl. Business cost 196,230,024.50 2,765,197.47 162,212,879.58 17,979,254.46 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 4,880,978.93 428,112.27 4,219,970.35 357,051.29 Sales expense 5,642,321.76 435,296.28 6,935,579.77 182,600.83 Administrative expense 13,816,876.49 4,123,819.30 14,853,978.98 3,389,093.33 Financial expenses 3,991,841.20 1,645,066.99 7,673,788.40 856,851.50 Asset impairment loss 722,230.23 152,047.07 4,505,319.89 Plus: Gains from change of fair value (“-“ for loss) 6,380.20 1,136,406.00 -185,800.00 Investment gain (“-“ for loss) -739,100.00 Incl. Investment gains from affiliatesChina Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 7 4.3 Income Statement from the beginning of year to the end of report term Prepared by: China Fangda Group Co., Ltd. Jan-Sept 2009 in RMB yuan Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) 6,748,913.96 1,167,890.25 -5,054,146.41 53,315.77 Plus: Non business income 1,373,607.11 87,648.41 1,245,717.78 267,105.90 Less: Non-business expenses 1,158,274.65 9,781.20 698,301.85 135,272.70 Incl. Loss from disposal of non-current assets IV. Gross profit (“-“ for loss) 6,964,246.42 1,245,757.46 -4,506,730.48 185,148.97 Less: Income tax expenses 997,070.02 V. Net profit (“-“ for net loss) 5,967,176.40 1,245,757.46 -4,506,730.48 185,148.97 Net profit attributable to the owners of parent company 7,376,329.77 1,245,757.46 -3,726,568.54 185,148.97 Minor shareholders’ equity -1,409,153.37 -780,161.94 VI. Earnings per share: (I) Basic earnings per share 0.017 -0.009 (II) Diluted earnings per share 0.017 -0.009 VII. Other misc. incomes 597,942.64 606,121.38 -3,786,593.68 VIII. Total of misc. incomes 6,565,119.04 1,851,878.84 -8,293,324.16 185,148.97 Total of misc. incomes attributable to the owners of the parent company 7,974,272.41 1,851,878.84 -7,513,162.22 185,148.97 Total misc gains attributable to the minor shareholders -1,409,153.37 -780,161.94 Items Amount of the Current Term Amount of the Previous Term Consolidated Parent company Consolidated Parent company I. Total revenue 601,972,120.76 26,990,814.07 561,914,582.35 52,722,750.11 Incl. Business income 601,972,120.76 26,990,814.07 561,914,582.35 52,722,750.11 Interest income Insurance fee earned Fee and commission received II. Total business cost 590,649,857.92 26,820,007.68 571,583,245.90 52,002,577.40 Incl. Business cost 495,772,949.61 7,235,546.95 471,168,530.81 35,990,641.61 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 14,648,309.88 1,092,806.98 13,111,598.98 998,957.06 Sales expense 16,544,470.43 1,026,912.73 17,204,934.70 536,901.84 Administrative expense 45,446,108.88 12,997,968.72 43,318,349.58 10,868,980.85 Financial expenses 13,756,388.23 4,205,559.77 21,087,037.61 3,295,431.67 Asset impairment loss 4,481,630.89 261,212.53 5,692,794.22 311,664.37 Plus: Gains from change of fair value (“-“ for loss) 3,521,776.72 3,385,743.72 -3,880,777.89 -3,431,277.89 Investment gain (“-“ for loss) 16,922,613.40 30,048,497.85 27,945.21China Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 8 4.4 Cash Flow Statement from the beginning of year to the end of report term. Prepared by: China Fangda Group Co., Ltd. Jan-Sept 2009 in RMB yuan Incl. Investment gains from affiliates Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) 31,766,652.96 3,556,550.11 16,499,056.41 -2,683,159.97 Plus: Non business income 2,790,182.99 525,183.68 2,312,617.35 372,291.90 Less: Non-business expenses 1,442,409.95 11,607.71 3,306,649.76 1,296,456.39 Incl. Loss from disposal of non-current assets IV. Gross profit (“-“ for loss) 33,114,426.00 4,070,126.08 15,505,024.00 -3,607,324.46 Less: Income tax expenses 104,100.99 251,072.78 V. Net profit (“-“ for net loss) 33,010,325.01 4,070,126.08 15,253,951.22 -3,607,324.46 Net profit attributable to the owners of parent company 37,452,964.05 4,070,126.08 17,072,270.75 -3,607,324.46 Minor shareholders’ equity -4,442,639.04 -1,818,319.53 VI. Earnings per share: (I) Basic earnings per share 0.09 0.04 (II) Diluted earnings per share 0.09 0.04 VII. Other misc. incomes -3,989,045.24 1,590,246.58 -43,693,350.60 0.00 VIII. Total of misc. incomes 29,021,279.77 5,660,372.66 -28,439,399.38 -3,607,324.46 Total of misc. incomes attributable to the owners of the parent company 33,463,918.81 5,660,372.66 -26,621,079.85 -3,607,324.46 Total misc gains attributable to the minor shareholders -4,442,639.04 -1,818,319.53 Items Amount of the Current Term Amount of the Previous Term Consolidated Parent company Consolidated Parent company I. Net cash flow from business operation Cash received from sales of products and providing of services 584,474,672.04 33,846,025.95 514,594,099.44 40,832,451.10 Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee, and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 517,720.14 3,553,994.79 Other cash received from business operation 63,074,443.00 1,698,915.00 25,430,575.09 1,732,036.31 Sub-total of cash inflow from business activities 648,066,835.18 35,544,940.95 543,578,669.32 42,564,487.41 Cash paid for purchasing of merchandise and services 524,433,621.60 9,718,936.62 444,304,124.05 28,933,940.79 Net increase of client trade and advanceChina Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 9 Net increase of savings in central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 39,617,497.73 3,803,076.71 41,590,867.78 4,337,654.30 Taxes paid 25,169,688.72 3,758,154.04 16,872,682.98 2,670,924.12 Other cash paid for business activities 49,032,536.57 5,762,095.67 60,264,710.52 7,305,970.44 Sub-total of cash outflow from business activities 638,253,344.62 23,042,263.04 563,032,385.33 43,248,489.65 Cash flow generated by business operation, net 9,813,490.56 12,502,677.91 -19,453,716.01 -684,002.24 II. Cash flow generated by investing Cash received from investment retrieving 11,678,754.96 10,227,789.90 Cash received as investment gains 19,368,989.83 30,877,072.60 27,945.21 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 129,181.00 1,220.00 2,622,310.00 216,950.00 Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 184,000.00 Sub-total of cash inflow due to investment activities 31,360,925.79 1,220.00 43,727,172.50 244,895.21 Cash paid for construction of fixed assets, intangible assets and other long-term assets 11,036,746.82 332,098.19 10,595,662.84 232,750.00 Cash paid as investment 9,896,272.80 7,955,657.50 401,440.00 Net increase of loan against pledge Net cash received from subsidiaries and other operational units 6,262,846.90 Other cash paid for investment activities Sub-total of cash outflow due to investment activities 20,933,019.62 332,098.19 24,814,167.24 634,190.00 Net cash flow generated by investment 10,427,906.17 -330,878.19 18,913,005.26 -389,294.79 III. Cash flow generated by financing Cash received as investment 50,000,000.00 Incl. Cash received as investment from minor shareholders Cash received as loans 662,535,659.25 284,045,982.17 172,999,204.88 31,509,005.19 Cash received from bond placing Other financing-related cash received 34,261,728.63 3,000,000.00 Subtotal of cash inflow from financing activities 746,797,387.88 284,045,982.17 175,999,204.88 31,509,005.19 Cash to repay debts 670,526,823.12 269,015,000.00 155,706,608.86 20,000,000.00 Cash paid as dividend, profit, or interests 14,851,393.71 8,392,536.90 19,866,037.54 11,910,093.75 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 563,620.00 563,620.00 Subtotal of cash outflow due to financing activities 685,941,836.83 277,971,156.90 175,572,646.40 31,910,093.75 Net cash flow generated by financing 60,855,551.05 6,074,825.27 426,558.48 -401,088.56 IV. Influence of exchange rate alternation on cash and cash equivalents -21,451.61 -796.44 -281,704.78 -62,846.01 V. Net increase of cash and cash equivalents 81,075,496.17 18,245,828.55 -395,857.05 -1,537,231.60China Fangda Group Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 10 4.5 Auditors’ Report Auditor’s opinion: not audited. China Fangda Group Co., Ltd. October 20, 2009 Legal representative: Plus: Balance of cash and cash equivalents at the beginning of term 112,333,106.38 3,702,206.23 171,607,741.24 2,608,321.55 VI. Balance of cash and cash equivalents at the end of term 193,408,602.55 21,948,034.78 171,211,884.19 1,071,089.95