China Fangda Group Co., Ltd. The 1st Quarterly Report 2010 (Full text) 1 China Fangda Group Co., Ltd. The 1st Quarterly Report 2010 (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 at the Board Meeting on which this report was examined: 1.3 The financial statements carried in this report are not audited. 1.4 Mr. Xiong Jianming, the Chairman of Board, Mr. Lin Kebin, the Financial Principal, and Ms. Liu Jie, the Accounting Manager, declare: the Financial Report carried in this report is authentic and completed. §2 Company Profile 2.1 Financial highlights In RMB Yuan Name of the director absented Position Reason for not presenting the meeting Name of consignee Dong Likun Independent Director Business engagement Guo Jinlong Ended this report term Ended previous year Changed by (%) Gross Assets (RMB) 1,501,000,469.76 1,482,814,012.11 1.23% Owners’ equity attributable to the shareholders of the listed company (yuan) 631,204,424.74 623,295,593.57 1.27% 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) 1.48 1.46 1.37% This report term Same period last year Changed by (%) Turnover (yuan) 192,382,554.04 160,791,976.14 19.65% Net profit attributable to shareholders of the listed company (yuan) 11,419,167.15 10,653,332.57 7.19% Net Cash flow generated by business operation (RMB) -49,496,550.76 -2,410,866.00 ---- Net Cash flow per share generated by business operation (yuan/share) -0.12 -0.01 ---- Basic earnings per share (Yuan/share) 0.0268 0.0250 7.19% Diluted earnings per share (Yuan/share) 0.0268 0.0250 7.190% Weighted average net income/asset ratio (%) 1.82% 1.80% 0.02% Weighted average net income/asset ratio less non-recurring gain/loss(%) 1.05% 0.85% 0.20%China Fangda Group Co., Ltd. The 1st Quarterly Report 2010 (Full text) 2 Statement on non-recurring gain/loss accounts 2.2 Total of shareholders and the top 10 holders of unconditional shares in shares Non-recurring gain and loss items Amount of the period from the beginning of year to the end of report term Gain/loss of non-current assets 1,936,170.04 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. 164,303.49 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 3,176,516.97 Gain/loss from debt reorganization 22,156.38 Other non-business income and expenditures other than the above 24,753.60 Influenced amount of income tax -474,964.14 Influenced amount of minority shareholders’ equity 2,826.86 Total 4,851,763.20 1. RMB1,936,170.04 from disposal of fixed assets; 2. RMB3,176,516.97 of investment gains from disposal of disposable financial asset. Total shareholders at the end of the report period (accounts) 61,650 (including 39,799 A-share holders, and 21,851 B-share holders) 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. 18,904,045 RMB common shares Hong Kong Onforce International Co., Ltd. 16,000,000 Foreign shares placed in domestic exchange China Industrial & Commercial Bank – Nuo’an Stock Investment Foundation 3,309,311 RMB common shares Qian Weimin 2,431,900 RMB common shares Cao Yifan 1,993,000 Foreign shares placed in domestic exchange Chen Jinbiao 1,280,200 Foreign shares placed in domestic exchange Zhen Fan 1,040,000 Foreign shares placed in domestic exchange Liang Peiming 1,029,187 RMB common shares Lou Yuhong 923,946 Foreign shares placed in domestic exchangeChina Fangda Group Co., Ltd. The 1st Quarterly Report 2010 (Full text) 3 §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ applicable □ not applicable 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 3.5.1 Investment in securities □applicable √ not applicable 3.5.2 Reception of investigations, communications, or interviews No such investigation, communication or visiting happened in the report term. Notes receivable of RMB5.1378 million, increased by RMB5.4178 million from the beginning of year. This was caused by increase of payment by bank notes from the clients. Cash flow from business operation of RMB-49.4966, which was caused by increase of new project orders, and increase of material purchase for the project engineering. 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. The whole contract amount was increased up to RMB174.2864 million in June 2009 and the completion date has been extended to June 2010. ② The PSD system of Shenzhen Metro Line 1 was contracted to RMB79.8586 million in total, up to present, the Baishizhou Station, Gaoxinyuan Station, and Shenda Station has been put into operation in September 28, 2009, the following stations are in installation process, this project will be completed in June 2011. ③ The PSD system of Shenzhen Metro Line 2 was contracted to RMB169.256 million. At present the project has fully entered the stage of installation. Installations in four of the stations have completed. The project is expected to be completed in June 2011. ④ Contract with Nanjing Metro was amounted to RMB59.52 million. Installation has been completed in all of the 15 stations and are in testing stage. This project was planned to finish in May 2010. ⑤ Shenzhen Grean View Building curtain wall project will be completed in October 31, 2010. ⑥ The PSD system of Wuhan Railroad Line No.2 phase I was contracted with RMB80.8598 million. The project is no on designing stage and will be finished at end of 2011.China Fangda Group Co., Ltd. The 1st Quarterly Report 2010 (Full text) 4 3.5.3 Statement on other significant issues √ applicable □ not applicable 3.6 Investment in derivate financial instruments √ applicable □ not applicable 3.6.1 Derivate financial instrument stock at end of report term √ applicable □ not applicable In RMB Yuan §4 Attachments (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. Statement on analyzing and controlling of risks with derivate investment in the report term (including but not limited to market risks, liquidity risks, credit risks, operation risks, and legal risks. The Company adopts aluminum future contract in domestic future market to avoid material price fluctuation risks. The Company has established “Regulations of Hedging Instrument of China Fangda Group Co., Ltd.” 方 (发)[2010]03 号, and implemented strictly. Change of derivate instrument market price or fair value, information disclosing on the fair value, relative estimation and setting of indexes Derivate instrument fair value is at quotation opened in the future contract market, along with retrospective evaluation process, all of the hedging are highly effective. Statement on major alternation in accounting polices and accounting basis on derivate instruments comparing with last year No significant change. Particular comments of the independent directors, sponsors, or financial consultants on investment of derivate instruments and risk controlling Hedging instruments are used strictly according to relative regulations, and only used to secure the raw materials needed by the Company. It is not manipulation of future contracts, thus effectively reduced the risks. This will benefit the steady development of the Company. Category of contracts Amount of the contract at beginning of term Amount of the contract at end of term Gain/loss in the report term Percentage of value of contracts on net asset at end of report term % Shanghai Aluminum 22,949,075.00 32,350,650.00 -92,985.00 5.13% Total 22,949,075.00 32,350,650.00 -92,985.00 5.13%China Fangda Group Co., Ltd. The 1st Quarterly Report 2010 (Full text) 5 4.1 Balance Sheet Prepared by China Fangda Group Co., Ltd. Ended March 31, 2010 RMB Yuan Items Balance at the end of term Balance at the beginning of year Consolidated Parent company Consolidated Parent company Current asset: Monetary capital 178,422,314.04 34,680,210.60 225,638,874.09 42,274,488.50 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 5,137,819.60 620,000.00 Account receivable 388,880,740.80 7,451,835.71 333,653,242.73 10,360,034.57 Prepayment 19,874,411.13 14,855,691.29 142,638.53 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 82,450.00 360,525.00 Dividend receivable 59,900,000.00 68,300,000.00 Other account receivable 44,792,461.07 302,891,345.73 34,909,899.09 254,201,660.72 Repurchasing of financial assets Inventories 197,308,122.55 198,970,648.46 Non-current asset due in 1 year Other current asset 1,822,442.50 3,315,075.00 Total of current asset 836,320,761.69 404,923,392.04 812,323,955.66 375,278,822.32 Non-current assets Loans and payment on other’s behalf disbursed Sellable financial asset 4,130,000.00 4,130,000.00 7,520,445.42 3,496,410.96 Expired investment in possess Long-term receivable Long-term share equity investment 2,997,216.45 327,121,953.02 2,997,216.45 327,121,953.02 Investment properties 259,497,678.80 251,001,478.80 259,497,678.80 251,001,478.80 Fixed assets 253,188,529.87 55,666,956.71 259,250,051.32 56,120,248.80 Construction in process 21,287,471.11 236,880.00 18,327,957.02 Engineering goods Fixed asset disposal 7,472.50 455,423.65 Production physical assets Gas & petrol Intangible assets 78,182,671.54 10,129,606.64 78,469,313.92 10,270,993.34 R&D expense 1,958,809.61 1,185,899.73 Goodwill 8,197,817.29 8,197,817.29 Long-term amortizable expenses Differed income tax asset 35,232,040.90 18,825,416.91 34,588,252.85 18,497,571.25 Other non-current asset Total of non-current assets 664,679,708.07 667,112,292.08 670,490,056.45 666,508,656.17 Total of assets 1,501,000,469.76 1,072,035,684.12 1,482,814,012.11 1,041,787,478.49 Current liabilitiesChina Fangda Group Co., Ltd. The 1st Quarterly Report 2010 (Full text) 6 Short-term loans 380,000,000.00 210,000,000.00 370,000,000.00 210,000,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Notes payable 15,148,350.49 24,166,495.62 Account payable 204,470,963.29 4,634,652.84 200,145,847.34 7,653,666.23 Prepayment received 89,937,415.92 693,045.60 82,972,481.39 771,848.60 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 4,354,877.44 1,482.00 4,583,925.93 10,251.76 Tax payable 29,499,362.66 674,521.14 30,026,775.63 1,156,239.74 Interest payable 562,026.25 323,688.75 557,551.25 323,688.75 Dividend payable Other account payable 30,033,390.90 228,889,335.03 29,077,737.90 194,524,051.83 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability Total of current liability 754,006,386.95 445,216,725.36 741,530,815.06 414,439,746.91 Non-current liabilities Long-term borrowings Bond payable Long-term payable Special payable Expected liabilities Differed income tax liability 22,104,254.96 21,424,895.57 22,622,907.36 21,285,505.98 Other non-recurring liabilities 4,250,000.00 4,250,000.00 Total of non-current liabilities 26,354,254.96 21,424,895.57 26,872,907.36 21,285,505.98 Total of liability 780,360,641.91 466,641,620.93 768,403,722.42 435,725,252.89 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 77,112,152.69 36,176,412.81 80,622,488.67 35,682,213.36 Less: Shares in stock Special reserves Surplus reserves 13,360,180.84 13,360,180.84 13,360,180.84 13,360,180.84 Common risk provision Retained profit 113,945,732.21 129,071,110.54 102,526,565.06 130,233,472.40 Different of foreign currency translation Total of owner’s equity belong to the parent company 631,204,424.74 605,394,063.19 623,295,593.57 606,062,225.60 Minor shareholders’ equity 89,435,403.11 91,114,696.12 Total of owners’ equity 720,639,827.85 605,394,063.19 714,410,289.69 606,062,225.60 Total of liabilities and owners’ equity 1,501,000,469.76 1,072,035,684.12 1,482,814,012.11 1,041,787,478.49China Fangda Group Co., Ltd. The 1st Quarterly Report 2010 (Full text) 7 4.2 Income Statement Prepared by: China Fangda Group Co., Ltd. Jan-Mar 2010 RMB Yuan Items Amount of the Current Term Amount of the Previous Term Consolidated Parent company Consolidated Parent company I. Total revenue 192,382,554.04 8,331,140.23 160,791,976.14 7,148,875.24 Incl. Business income 192,382,554.04 8,331,140.23 160,791,976.14 7,148,875.24 Interest income Insurance fee earned Fee and commission received II. Total business cost 186,004,286.40 9,820,387.75 158,217,775.07 9,218,164.65 Incl. Business cost 152,280,171.91 2,158,277.95 128,872,779.67 1,544,699.41 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 3,552,023.10 327,835.61 3,976,144.13 275,656.00 Sales expense 5,458,756.45 346,845.28 5,607,026.90 561,530.68 Administrative expense 19,332,962.37 4,145,128.38 15,915,025.10 3,640,408.66 Financial expenses 4,958,264.70 3,059,685.07 5,971,666.85 3,317,386.97 Asset impairment loss 422,107.87 -217,384.54 -2,124,867.580 -121,517.070 Plus: Gains from change of fair value (“-“ for loss) 1,562,400.00 0.00 Investment gain (“-“ for loss) 3,176,516.97 5,445,702.36 0.00 Incl. Investment gains from affiliates 0.00 0.00 Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) 9,554,784.61 -1,489,247.52 9,582,303.43 -2,069,289.410 Plus: Non business income 2,422,591.91 417,127.66 95,868.82 Less: Non-business expenses 275,208.40 960.00 86,303.26 1,825.51 Incl. Loss from disposal of non-current assets 0.00 0.00 IV. Gross profit (“-“ for loss) 11,702,168.12 -1,490,207.52 9,913,127.83 -1,975,246.100 Less: Income tax expenses 1,962,293.98 -327,845.66 400,670.10 0.00 V. Net profit (“-“ for net loss) 9,739,874.14 -1,162,361.86 9,512,457.73 -1,975,246.100 Net profit attributable to the owners of parent company 11,419,167.15 -1,162,361.86 10,653,332.57 -1,975,246.10 Minor shareholders’ equity -1,679,293.01 -1,140,874.840 0.00 VI. Earnings per share: (I) Basic earnings per share 0.03 0.02 (II) Diluted earnings per share 0.03 0.02 VII. Other misc. incomes -3,510,335.98 4,102,961.16 VIII. Total of misc. incomes 6,229,538.16 -1,162,361.86 13,615,418.89 -1,975,246.10 Total of misc. incomes attributable to the owners of the parent company 7,908,831.17 -1,162,361.86 14,756,293.73 -1,975,246.10 Total misc gains attributable to the minor shareholders -1,679,293.01 -1,140,874.84China Fangda Group Co., Ltd. The 1st Quarterly Report 2010 (Full text) 8 4.3 Cash Flow Statement Prepared by: China Fangda Group Co., Ltd. Jan-Mar 2010 RMB Yuan 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 154,788,742.13 8,784,225.58 173,568,387.03 10,401,987.36 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 52,546.60 129,037.13 0.00 Other cash received from business operation 15,152,594.91 1,370,415.23 10,564,947.67 445,599.45 Sub-total of cash inflow from business activities 169,993,883.64 10,154,640.81 184,262,371.83 10,847,586.81 Cash paid for purchasing of merchandise and services 161,866,303.00 1,373,991.47 144,006,988.88 3,502,892.41 Net increase of client trade and advance 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 16,811,719.93 1,531,029.21 14,584,259.63 1,621,632.83 Taxes paid 16,573,778.70 1,002,628.55 6,999,234.60 1,662,404.91 Other cash paid for business activities 24,238,632.77 4,122,126.37 21,082,754.72 1,019,662.33 Sub-total of cash outflow from business activities 219,490,434.40 8,029,775.60 186,673,237.83 7,806,592.48 Cash flow generated by business operation, net -49,496,550.76 2,124,865.21 -2,410,866.00 3,040,994.33 II. Cash flow generated by investing Cash received from investment retrieving 854,089.54 3,000,195.95 0.00 Cash received as investment gains 3,176,516.97 8,400,000.00 5,522,154.19 0.00 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 2,265,064.95 0.00 0.00 Net cash received from disposal of subsidiaries or other operational units 0.00 0.00 Other investment-related cash received 0.00 0.00 Sub-total of cash inflow due to investment activities 6,295,671.46 8,400,000.00 8,522,350.14 0.00China Fangda Group Co., Ltd. The 1st Quarterly Report 2010 (Full text) 9 4.4 Auditors’ Report Auditor’s opinion: not audited. China Fangda Group Co., Ltd. The Board of Directors April 22, 2010 Cash paid for construction of fixed assets, intangible assets and other long-term assets 4,828,883.06 992,230.42 568,805.07 0.00 Cash paid as investment 3,131,669.25 0.00 Net increase of loan against pledge Net cash received from subsidiaries and other operational units 0.00 0.00 Other cash paid for investment activities 0.00 0.00 Sub-total of cash outflow due to investment activities 4,828,883.06 992,230.42 3,700,474.32 0.00 Net cash flow generated by investment 1,466,788.40 7,407,769.58 4,821,875.82 0.00 III. Cash flow generated by financing Cash received as investment 0.00 0.00 Incl. Cash received as investment from minor shareholders Cash received as loans 260,000,000.00 210,000,000.00 164,425,824.27 53,859,401.97 Cash received from bond placing Other financing-related cash received 0.00 0.00 Subtotal of cash inflow from financing activities 260,000,000.00 210,000,000.00 164,425,824.27 53,859,401.97 Cash to repay debts 250,000,000.00 224,519,441.38 88,260,907.74 9,000,000.00 Cash paid as dividend, profit, or interests 4,423,257.35 2,624,256.25 5,572,018.94 3,320,919.01 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 71,900.00 0.00 Subtotal of cash outflow due to financing activities 254,423,257.35 227,143,697.63 93,904,826.68 12,320,919.01 Net cash flow generated by financing 5,576,742.65 -17,143,697.63 70,520,997.59 41,538,482.96 IV. Influence of exchange rate alternation on cash and cash equivalents -3,010.63 2.70 -10,510.42 -194.77 V. Net increase of cash and cash equivalents -42,456,030.34 -7,611,060.14 72,921,496.99 44,579,282.52 Plus: Balance of cash and cash equivalents at the beginning of term 211,430,553.39 42,024,488.50 211,638,447.88 3,702,206.23 VI. Balance of cash and cash equivalents at the end of term 168,974,523.05 34,413,428.36 284,559,944.87 48,281,488.75