China Fangda Group Co., Ltd. 2014 Q3 Report Text Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2014-50 China Fangda Group Co., Ltd. 2014 Q3 Report Text 1 China Fangda Group Co., Ltd. 2014 Q3 Report Text I Important Statement The members of the Board and the Company guarantee that the quarterly report is free from any false information, misleading statement or material omission and are jointly and severally liable for the information’s truthfulness, accuracy and integrity. All the Directors have attended the meeting of the board meeting at which this report was examined. Mr. Xiong Jianming, the Chairman of Board, Mr. Lin Kebin, the Chief Financial Officer, and Mr. Chen Yonggang, the manager of accounting department declare: the Financial Report carried in this report is authentic and completed. 2 China Fangda Group Co., Ltd. 2014 Q3 Report Text II Financial Highlight and Changes in Shareholders 1. Financial Highlight The Company retroactively adjusts or restates financial statistics of the previous years because of changes in account policies and correction of accounting errors. □ Yes √ No End of the report period End of last year Year-on-year change Total asset (RMB) 3,504,823,683.92 2,599,557,542.57 34.82% Net profit attributable to the shareholders of the listed company 1,197,232,829.31 1,160,639,730.85 3.15% (RMB) Between beginning of the Year-on-year Change from the same This report period year to the end of the change (%) period last year report period Turnover (yuan) 500,074,083.72 13.23% 1,322,866,822.74 12.25% Net profit attributable to shareholders of the listed company 18,530,437.37 6.79% 59,300,395.61 4.56% (yuan) Net profit attributable to the shareholders of the listed company 14,035,814.91 -15.40% 53,705,363.29 -0.88% and after deducting of non-recurring gain/loss (RMB) Net cash flow generated by -- -- -354,082,741.68 -1,918.86% business operation (RMB) Basic earnings per share 0.03 50.00% 0.08 14.29% (yuan/share) Diluted Earnings per share 0.03 50.00% 0.08 14.29% (yuan/share) Weighted average net 1.56% 0.05% 5.05% -0.03% income/asset ratio Accidental gain/loss item and amount √ Applicable □ Inapplicable In RMB Amount from beginning of Items the year to the end of the Notes report period 3 China Fangda Group Co., Ltd. 2014 Q3 Report Text Non-current asset disposal gain/loss (including the write-off part -1,339,032.85 for which assets impairment provision is made) Subsidies accounted into the current income account (except the government subsidy closely related to the enterprise’s business 1,516,299.51 and based on unified national standard quota) Earns from financial products Gain from entrusted investment or assets management 630,009.86 purchased Gain/loss from change of fair value of transactional financial asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and sellable financial 2,279,889.00 assets, other than valid period value instruments related to the Company’s common businesses Other non-business income and expenditures other than the above 1,918,197.11 Other gain/loss items satisfying the definition of non-recurring Gains from reverse repurchase of 1,381,539.13 gain/loss account treasury bonds Less: Influenced amount of income tax 787,738.59 Influenced amount of minority shareholders’ equity 4,130.85 (after-tax) Total 5,595,032.32 -- Explanation statement should be made for accidental gain/loss items defined and accidental gain/loss items defined as regular gain/loss items according to the Explanation Announcement of Information Disclosure No. 1 - Non-recurring gain/loss mentioned. √ Applicable □ Inapplicable 4 China Fangda Group Co., Ltd. 2014 Q3 Report Text Items Amount Reason Gains from reverse repurchase 1,381,539.13 Gains from reverse repurchase of treasury bonds of treasury bonds It is related to the Company’s business. The amount is refunded to the Tax refunded related to 1,037,017.17 Company according to the tax rate provided by the taxation software products administration. 2. Total number of shareholders and shareholding of top 10 shareholders by the end of the report period (1) Total number of common shareholders and shareholding of top 10 common shareholders by the end of the report period In share Number of shareholders of common 46,740 shares at the end of the report period Top 10 Shareholders of Common Shares Properties of Conditional Pledging or freezing Shareholder Shareholding Number of shares shareholder shares Share status Amount Shenzhen Banglin Domestic Technologies non-state legal 9.09% 68,774,273 0 Pledged 32,510,000 Development Co., person Ltd. Shengjiu Foreign legal 4.75% 35,929,581 0 Investment Ltd. person Domestic natural Huang Jupei 4.20% 31,801,000 0 person Domestic natural Zhou Shijian 2.79% 21,123,481 0 person Shenzhen Shilihe Domestic Investment Co., non-state legal 2.36% 17,860,992 0 Ltd. person Domestic natural Zhao Bing 2.34% 17,699,000 0 person Domestic natural Wang Shaolin 1.82% 13,792,932 0 person Bank of Communication – Others 1.79% 13,555,026 0 Huaan Chuangxin 5 China Fangda Group Co., Ltd. 2014 Q3 Report Text Securities Investment Fund Domestic natural Jiang Jing 1.41% 10,635,440 0 person Harvest Fund – CCB - Ping An Others 0.66% 5,029,358 0 Life Insurance Company of China Top 10 shareholders of unconditional common shares Category of shares Shareholder Amount of unconditional common shares Category of Amount shares Shenzhen Banglin Technologies RMB common 68,774,273 68,774,273 Development Co., Ltd. shares Foreign shares Shengjiu Investment Ltd. 35,929,581 listed in domestic 35,929,581 exchanges RMB common Huang Jupei 31,801,000 31,801,000 shares RMB common Zhou Shijian 21,123,481 21,123,481 shares Shenzhen Shilihe Investment Co., RMB common 17,860,992 17,860,992 Ltd. shares RMB common Zhao Bing 17,699,000 17,699,000 shares RMB common Wang Shaolin 13,792,932 13,792,932 shares Bank of Communication – Huaan RMB common Chuangxin Securities Investment 13,555,026 13,555,026 shares Fund RMB common Jiang Jing 10,635,440 10,635,440 shares Harvest Fund – CCB - Ping An Life RMB common 5,029,358 5,029,358 Insurance Company of China shares Among the shareholders, Shenzhen Banglin Technology Development Co., Ltd. and Shengjiu Investment Co., Ltd. are parties action-in-concert. Shenzhen Banglin Technology Notes to top ten shareholder Development Co., Ltd. and Shenzhen Shilihe Investment Co., Ltd. are related parties. The relationship or "action in concert" Company is not notified of other action-in-concert or related parties among the other holders of current shares. 6 China Fangda Group Co., Ltd. 2014 Q3 Report Text Huang Jupei holds 31,800,000 stocks of the Company through the GF securities customer Participation of top 10 unconditional credit transaction guarantee securities account; Zhou Shijian holds 21,123,481 stocks of the common share shareholders in Company through the GF securities customer credit transaction guarantee securities account; securities margin trading (if any) Zhao Bing holds 17,699,000 stocks of the Company through the Everbright Securities customer credit transaction guarantee securities account. Agreed re-purchasing by the Company’s top 10 shareholders of common shares and top 10 shareholders of unconditional common shares in the report period □ Yes √ No No agreed re-purchasing is performed by the Company’s shareholders in the report period. (2) Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the report period □ Applicable √ Inapplicable 7 China Fangda Group Co., Ltd. 2014 Q3 Report Text III Significant Events 1. Major changes in accounting items and financial data in the report period and reasons √ Applicable □ Inapplicable Items Closing amount Opening amount Change Cause of change Caused by increase in prepaid material Prepayment 53,882,784.90 28,364,016.21 89.97% fees for construction in progress Caused in increase in investment of the Inventory 864,763,972.63 428,537,851.82 101.79% Fangda Town renovation project which has entered the development stage Goodwill 25,322,869.47 - - Caused by acquiring Guangdong SOZN Other non-current House prepayment to Tianjin Wanda 33,656,151.10 15,978,789.90 110.63% assets Center Investment Company Short-term loans 1,030,000,000.00 369,000,000.00 179.13% Additional financing demand Fangda Town land transfer payment Account payable 707,401,426.32 489,216,140.32 44.60% unpaid Transfer of received engineering Prepayment received 99,222,201.22 168,386,251.94 -41.07% payment into income Employees’ wage 18,479,501.68 30,182,851.80 -38.77% 2013 bonus paid payable Other payables 79,295,904.90 41,687,580.72 90.21% Increase in bidding deposit received Amount of the Same period last Items Change Cause of change Current Term year Caused by increase in previous Asset impairment loss 10,104,141.91 14,625,807.80 -30.92% receivable collected Non-operating 5,679,197.28 4,196,811.56 35.32% Increase in governmental subsidy revenue Non-business Caused by increase in disposal of 2,546,716.34 992,003.35 156.72% expenses long-term asset losses Income tax 7,021,212.14 12,371,750.46 -43.25% Decrease in deferred income tax Other cash received from business 70,054,311.35 38,275,896.85 83.02% Increase in bidding deposit received operation Cash paid for 1,297,947,089.10 941,055,438.35 37.92% Caused in increase in development purchasing products expenditure of the Fangda Town and services renovation project which has entered the development stage Cash paid to and for 160,019,118.12 121,844,649.34 31.33% Increase in staff remuneration the staff Cash received from 100,000,000.00 20,000,000.00 400.00% Increase in maturity of financial 8 China Fangda Group Co., Ltd. 2014 Q3 Report Text investment recovery products Caused by increase in the Cash flows generated development expenditure of Fangda by operating -358,608,957.87 19,467,237.44 -1942.12% Town renovation project and delay activities, net in collection of accounts receivable Cash paid for construction of fixed Increase in payment of long-term asset assets, intangible 28,385,573.09 41,497,821.99 -31.60% investment assets and other long-term assets Purchase of financial products and Cash paid as 116,340,675.00 21,000,000.00 454.00% investment in Sino Oil and Gas investment Holdings Ltd Cash received from 944,000,000.00 100,000,000.00 844.00% Additional financing demand borrowed loans Cash paid to repay 283,000,000.00 110,000,000.00 157.27% Repayment of short-term borrowing debts Cash paid as Increase in paid interest fee due to dividend, profit, or 52,661,058.83 30,971,678.77 70.03% increase in short-term borrowing interests The Ministry of Financial has issued or amended the Enterprise Accounting Standard No.2 – Long-term Stock Investment, Enterprise Accounting Standard No.9 – Staff Remuneration, Enterprise Accounting Standard No.30 – Presentation of Financial Statements, Enterprise Accounting Standard No.33 – Consolidate Financial Statements, Enterprise Accounting Standard No.39 – Measurement of Fair Value, Enterprise Accounting Standard No.40 – Joint Venue Arrangement, Enterprise Accounting Standard No.41 – Disclosure of Interest in Other Entities, Enterprise Accounting Standard No.37 – Presentation of Financial Tools, of which seven standards have been implemented since July 1, 2014. Changes to the above-mentioned financial standards have no major impact on the Company’s consolidated financial statements. (1) Long-term share equity investment 1. According to the amended Enterprise Accounting Standard No.2 – Long-term Stock Investment, the Company has no following circumstances. Consolidated financial statements are not affected and no retroactive adjustment is needed: Impose substantial influence on invested entities or implement joint control due to increase in investment; (2) Lose joint control or substantial influence on invested entities due to disposal of part of investment 2. According to the amended long-term stock investment standard, the Company has calculated the investment in Shenzhen Ganshang Joint Investment Co., Ltd. using the interest method. The change in the owner’s interest in the invested entity is a change in the net gain/loss rather than other owner's interest change other than comprehensive income and profit allocation. The change has no impact on the consolidate financial statements and no retroactive adjustment is needed. (2) Retirement pension program The Company has re-evaluated the staff remuneration according to the amended Enterprise Accounting Standard No.9 – Staff Remuneration and no problem has been found in the benefit program and other long-term staff remuneration. Therefore, the change has no impact on the consolidated financial statements and no retroactive adjustment is needed. (3) Consolidation scope The Company has re-evaluated the scope of consolidated financial statements according to the Enterprise Accounting Standard No.33 – Consolidated Financial Statements and no change has been found to the consolidation scope according to the standard. Therefore, the change has no impact on the consolidated financial 9 China Fangda Group Co., Ltd. 2014 Q3 Report Text statements and no retroactive adjustment is needed. (4) Joint venture arrangement According to Enterprise Accounting Standard No.40 – Joint Venue Arrangement, the Company has no joint venture arrangement of any form. Therefore, the change has no impact on the consolidated financial statements and no retroactive adjustment is needed. (5) Impacts of other standard changes In addition to the above-mentioned items, there is no impact on the Company’s financial statements caused by new or amended enterprise accounting standards. 2. Progress of key issues and its impacts and solutions √ Applicable □ Inapplicable 1. Progress of Fangda Town renovation project The Fangda Town renovation project undertaken by Shenzhen Fangda Property Development Co., Ltd., a wholly-owned subsidiary of the Company, has been proceeded as scheduled since commencement on May 18 this year. The project will complete by the end of this year. 2. Business progress of Shenzhen Fangda New Energy Co., Ltd.: Date of Media of No. Progress Announcement announcement disclosure Fangda New Energy and Luo Huichi Announcement on Acquiring (natural person) entered into an Zhongshan SOZN Lighting Co., 1 22.07.14 agreement to acquire a LED company Ltd. and LED Lighting Business controlled by Luo of Its Affiliates China Securities Announcement of the Strategic Journal, The Company and Shenzhen BOC Cooperation Agreement entered Shanghai 2 signed a strategic cooperation 23.07.14 into between the Company and Securities Daily, framework agreement. Shenzhen BOC Securities Times, HKCD and the Company entered into the new www.cninfo.com. energy PV project cooperation Announcement of Signing the cn framework agreement with Information New Energy PV Project 3 August 14, 2014 Industry Electronics 11th Design Cooperation Framework Institute Sci & Tech Engineering Co., Agreement Ltd. 3. Commitments of shareholders with over 5% of shares made in the report term or carried over from previous terms □ Applicable √ Inapplicable The Company and shareholders with more than 5% stakes in the Company made no guarantee in the report period or before report period but remaining effective in the report period. 4 Forecast of operating performance in 2014 Warning and reasons of possible net loss or substantial change from the last period between the beginning of the 10 China Fangda Group Co., Ltd. 2014 Q3 Report Text year and the end of the next report period □ Applicable √ Inapplicable 5. Securities investment √ Applicable □ Inapplicable Number Number of shares of shares Closing Initial held at Opening Closing Securit Abbreviat held at book Gain/loss Accounti Code investmen beginning sharehold sharehold Source ies ion end of the value (RMB) ng item t cost of the ing ing period (RMB) period (share) (share) Sino Oil Transacti and Gas 16,263,67 100,000,0 18,543,56 2,279,889 onal Stock (HK) 00702 0 0.00% 0.66% Purchase Holdings 5.00 00 4.00 .00 financial Ltd assets 16,263,67 100,000,0 18,543,56 2,279,889 Total 0 -- -- -- -- 5.00 00 4.00 .00 Disclosure date of approval by the Board of Directors of None securities investment Disclosure date of securities investment approval by the None Shareholders’ Meeting (if any) Notes to shareholding in other listed companies □ Applicable √ Inapplicable The Company holds no stock of other list companies in the report period. 6. Derivative investment √ Applicable □ Inapplicable In RMB10,000 Proportio n of Derivativ closing Actual Impairme e Related Initial Closing investmen gain/loss Relations Initial nt investme transactio Type Start date End date investmen investmen t amount in the hip amount provision nt n t amount t amount in the report (if any) operator closing period net assets in the 11 China Fangda Group Co., Ltd. 2014 Q3 Report Text report period Shanghai Shanghai Futures None No 1,459.21 05.05.14 23.07.14 0 0 0 0.00% 21.94 aluminum Exchange Total 1,459.21 -- -- 0 0 0 0.00% 21.94 Capital source Self-owned fund Lawsuit (if any) Inapplicable Disclosure date of derivative investment None approval by the Board of Directors (if any) Disclosure date of derivative investment approval by the Shareholders’ Meeting (if None any) To prevent the risk of fluctuation of raw material prices, the Company adopted the Risk analysis and control measures for the aluminum futures exchanged at the domestic futures exchange to provide hedging for derivative holding in the report period aluminum as a raw material for the Company. The Company has set up and (including without limitation market, implemented the Provincial Regulations on China Fangda Group Domestic Futures liquidity, credit, operation and legal risks) Hedging to prevent risks. Changes in the market price or fair value of the derivative in the report period, the The fair value of the derivative should be calculated with the open quotation of the analysis of the derivative’s fair value futures market and should be reviewed regularly to ensure effective hedging. should disclose the method used and related assumptions and parameters. Material changes in the accounting policies and rules related to the derivative in the No report period compared to last period Opinions of independent directors on the Company’s derivative investment and risk None controlling 7. Reception of investigations, communications, or interviews in the reporting period √ Applicable □ Inapplicable Main content involved and Time/date Place Way Visitor Visitor materials provided Onsite Hong Yuan Business and future September 3, 2014 Shenzhen Institution investigation Securities development 12