China Fangda Group Co., Ltd. 2014 Annual Report China Fangda Group Co., Ltd. 2014 Annual Report March 2015 1 China Fangda Group Co., Ltd. 2014 Annual Report I. Important Statement, Table of Contents and Definitions The members of the Board and the Company guarantee that the announcement is free from any false information, misleading statement or material omission and are jointly and severally liable for the informations truthfulness, accuracy and integrity. All the Directors have attended the meeting of the board meeting at which this report was examined. The Board meeting reviewed and approved the profit distribution preplan: distributing cash dividend of RMB0.3 for each ten shares to all shareholders on the basis of all shares of the Company on December 31, 2014 and no dividend share is issued to shareholders. No reserve is capitalized. 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 Annual Report Table of Contents I. Important Statement, Table of Contents and Definitions .................................... 2 II. Company Profile ..................................................................................................... 7 III Financial Highlight .............................................................................................. 10 IV Board of Directors Report.................................................................................. 13 V Significant Events .................................................................................................. 37 VI Changes in Share Capital and Shareholders ..................................................... 42 VII Particulars about the Directors, Supervisors, Senior Management and Employees ................................................................................................................... 48 VIII Corporation Governance ................................................................................. 56 IX Internal Control ................................................................................................... 61 X Financial Statements ............................................................................................. 63 XI Documents for Reference .................................................................................. 171 3 China Fangda Group Co., Ltd. 2014 Annual Report Definitions Refers Terms Description to Refers Fangda Group, company, the Company China Fangda Group Co., Ltd. to Refers Articles of Association Articles of Association of China Fangda Group Co., Ltd. to Refers Meeting of shareholders Meetings of shareholders of China Fangda Group Co., Ltd. to Refers Board of Directors Board of Directors of China Fangda Group Co., Ltd. to Refers Supervisory Committee Supervisory Committee of China Fangda Group Co., Ltd. to Refers Banglin Co. Shenzhen Banglin Technologies Development Co., Ltd. to Refers Shilihe Co. Shenzhen Shilihe Investment Co., Ltd. to Refers Shengjiu Co. Shengjiu Investment Ltd. to Refers Formerly Shenzhen Fangda Decoration Engineering Co., Ltd., now Fangda Jianke, Fangda Decoration to known as Shenzhen Fangda Jianke Group Co., Ltd. Refers Fangda Automatic Shenzhen Fangda Automation System Co., Ltd. to Refers Fangda New Material Fangda New Materials (Jiangxi) Co., Ltd. to Refers Fangda New Resource Shenzhen Fangda New Energy Co., Ltd. to Refers Fang SOZN Guangdong Fangda SOZN Lighting Co., Ltd. to Refers Shenyang Fangda Shenyang Fangda Semi-conductor Lighting Co., Ltd. to Refers Shenzhen Woke Shenzhen Woke Semi-conductor Lighting Co., Ltd. to Hong Kong Junjia Refers Hong Kong Junjia Group Co., Ltd. 4 China Fangda Group Co., Ltd. 2014 Annual Report to Refers Fangda Aluminium Jiangxi Fangda New Type Aluminum Co., Ltd. to Refers Fangda Yide Co. Shenzhen Fangda Yide New Material Co., Ltd. to Refers Dongguan Fangda New Material Dongguan Fangda New Material Co., Ltd. to Refers Kexunda Co. Shenzhen Kexunda Software Co., Ltd. to Refers Fangda Property Shenzhen Fangda Property Development Co., Ltd. to Refers Formerly Chengdu Fangda New Material Co., Ltd., now known as Chengdu Fangda New Material to Chengdu Fangda Construction Technology Co., Ltd. Refers Shenyang Decoration Fangda Decoration Engineering (Shenyang) Co., Ltd. to Refers CSRC China Securities Regulatory Commission to Refers SZSE Shenzhen Stock Exchange to Refers Sponsor, Zhongshan Securities Zhongshan Securities Co., Ltd. to 5 China Fangda Group Co., Ltd. 2014 Annual Report Major Risk Statement The Company has specified market, management and production and operation risks in this report. Please review the potential risks and measures mentioned in the discussion and analysis of future development in IV. Board of Directors Report. 6 China Fangda Group Co., Ltd. 2014 Annual Report II. Company Profile 1. Company profiles Stock ID Fangda Group, Fangda B Stock code 000055、200055 Modified stock ID (if any) None Stock Exchange Shenzhen Stock Exchange Chinese name China Fangda Group Co., Ltd. Chinese abbreviation Fangda Group English name (if any) CHINA FANGDA GROUP CO., LTD. English abbreviation (if any) CFGC Legal representative Xiong Jianming Registered address Fangda Building, Kejinan 12th Avenue, High-tech Zone, Shenzhen, PR China. Zip code 518057 Office address 20F, Fangda Building, Kejinan 12th Avenue, High-tech Zone, Shenzhen, PR China. Zip code 518057 Website http://www.fangda.com Email fd@fangda.com 2. Contacts and liaisons Secretary of the Board Representative of Stock Affairs Name Zhou Zhigang Guo Linchen 20F, Fangda Building, Kejinan 12th 20F, Fangda Building, Kejinan 12th Address Avenue, Hi-Tech Zone, Shenzhen Avenue, Hi-Tech Zone, Shenzhen Tel. 86(755) 26788571 ext. 6622 86(755) 26788571 ext. 6622 Fax 86(755)26788353 86(755)26788353 Email zqb@fangda.com zqb@fangda.com 3. Information disclosure and inquiring Information disclosure and inquiring Press medias China Securities Journal, Security Times, Shanghai Securities Daily, Hong of information disclosure Kong Commercial Daily Website assigned by CSRC to release the online http://www.cninfo.com.cn reports 7 China Fangda Group Co., Ltd. 2014 Annual Report Place for information inquiry Secretarial Office of the Board 4. Registration changes Business license Tax registration Registration date Registration place Organization code number number Shenzhen Bureau of Industry & First registration December 13, 1995 440301501124785 440301192448589 19244858-9 Commerce Administration Market Supervision Registration at the Administration of end of the reporting June 20, 2013 440301501124785 440301192448589 19244858-9 Shenzhen period Municipality Changes in main businesses since the None listing of the Company In 1996, the Company listed it’s A and B shares and the controlling shareholder is Shenzhen Fangda Group Co., Ltd. On August 25, 2000, the controlling shareholder Changes in the controlling shareholders (if changed its name into Shenzhen Fangda Economic Development Co., Ltd. On July 5, any) 2002, the controlling shareholder changed into Shenzhen Banglin Technologies Development Co., Ltd. By the end of this reporting period, the controlling shareholder remains the Shenzhen Banglin Technologies Development Co., Ltd.. 5. Other information Public accountants employed by the Company Public accountants Grant Thornton (special general partner) Address 5th Floor, Scitech Place, 22 Jianguomen Wai Avenue, Chaoyang District, Beijing, China Signing accountant names Lin Kaiqin and Li Chunmei Sponsor engaged by the Company to perform continued supervision and guide during the reporting period √ Applicable □ Inapplicable Sponsor name Office address Representatives Period of supervision and guide The period started on July 15, 2010 and ended on November 7, 2012. The sponsor has submitted the sponsor report 29th Floor, New World Center, to CSRC. Given that the fund raised Zhongshan Securities Co., Ltd. 6009 Yitian Road, Futian He Lihui, Cui Lei from non-public issue of the Company in District, Shenzhen 2010 has not been fully used, the sponsor will continue to perform supervision and guide for the use of the fund. Financial advisor engaged by the Company to perform continued supervision and guide during the reporting period 8 China Fangda Group Co., Ltd. 2014 Annual Report □ Applicable √ Inapplicable 9 China Fangda Group Co., Ltd. 2014 Annual Report III Financial Highlight 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 2014 2013 Increase/decrease 2012 Turnover (yuan) 1,938,324,435.51 1,747,620,845.74 10.91% 1,397,901,424.59 Net profit attributable to shareholders of the listed company 96,998,429.76 85,676,863.78 13.21% 24,948,377.20 (yuan) Net profit attributable to the shareholders of the listed company 69,068,577.10 68,393,391.56 0.99% 7,361,274.38 and after deducting of non-recurring gain/loss (RMB) Net cash flow generated by -557,893,929.44 156,544,620.31 -456.38% 59,262,071.37 business operation (RMB) Basic earnings per share 0.13 0.11 18.18% 0.03 (yuan/share) Diluted Earnings per share 0.13 0.11 18.18% 0.03 (yuan/share) Weighted average net income/asset 8.14% 7.61% 0.53% 2.30% ratio End of 2014 End of 2013 Increase/decrease End of 2012 Total asset (RMB) 3,662,719,900.41 2,599,557,542.57 40.90% 2,327,802,889.51 Net profit attributable to the shareholders of the listed company 1,234,930,863.46 1,160,639,730.85 6.40% 1,098,612,195.57 (RMB) 2. Differences in accounting data under domestic and foreign accounting standards 1. Differences in net profits and assets in financial statements disclosed according to the international and Chinese account standards √ Applicable □ Inapplicable In RMB Net profit attributable to the shareholders of the Net profit attributable to the shareholders of the 10 China Fangda Group Co., Ltd. 2014 Annual Report listed company listed company This period Last period Closing amount Opening amount On Chinese accounting 96,998,429.76 85,676,863.78 1,234,930,863.46 1,160,639,730.85 standards Items and amounts adjusted according International Accounting Standards On international accounting 96,998,429.76 85,676,863.78 1,239,694,261.70 1,165,403,129.09 standards 2. Differences in net profits and assets in financial statements disclosed according to the overseas and Chinese account standards □ Applicable √ Inapplicable 2. There is no difference in net profits and assets in financial statements disclosed according to the international and Chinese account standards during the report period. 3. Explanation of the differences in accounting data under domestic and foreign accounting standards √ Applicable □ Inapplicable Net assets attributable to the listed company’s shareholders calculated according to the IAS is RMB4,763,398.24 higher than that calculated according to the domestic accounting standards, mainly attributable to the capitalization of borrow expenses before the domestic Enterprise Accounting Standard was implemented on January 1, 2007. 3. Accidental gain/loss item and amount √ Applicable □ Inapplicable In RMB Items 2014 2013 2012 Notes Non-current asset disposal gain/loss (including the write-off part for which assets -24,398.43 -462,554.08 260,038.90 impairment provision is made) Subsidies accounted into the current income account (except the government subsidy closely related to the enterprise’s business 2,340,175.75 1,815,855.07 6,275,756.00 and based on unified national standard quota) Capital using expense charged to non-financial enterprises and accounted into 3,649,313.12 2,149,420.09 1,180,032.08 the current income account Gain from entrusted investment or assets 2,144,844.80 306,301.37 management 11 China Fangda Group Co., Ltd. 2014 Annual Report Gain/loss from change of fair value of transactional financial asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities -2,852,885.00 3,448,207.99 and sellable financial assets, other than valid period value instruments related to the Company’s common businesses Gain/loss from change of fair value of investment property measured at fair value 34,897,632.10 16,647,859.74 12,290,834.22 in follow-up measurement Other non-business income and expenditures -3,671,724.03 1,929,934.59 917,890.35 other than the above Less: Influenced amount of income tax 9,526,862.57 5,177,842.87 5,353,185.48 Influenced amount of minority -973,756.92 -74,498.31 1,432,471.24 shareholders’ equity (after-tax) Total 27,929,852.66 17,283,472.22 17,587,102.82 -- 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 No accidental gain/loss defined as recurrent gain/loss as defined in Explanation Announcement of Information Disclosure No. 2 12 China Fangda Group Co., Ltd. 2014 Annual Report IV Board of Directors Report 1. Summary In 2014, the growth of the Chinese economy continued slowing down, subdued by weak government investment in fixed assets. Economic risks resurfaced, creating numerous difficulties for enterprises. To survive the weak economy and increasingly fierce competition, the Company has continued improving the brand equity, expertise and services, stabilizing the growth. In the report period, the Company recorded a sales income of RMB1,938,324,400, up 10.91% year on year. The net profit attributed to owners of the parent reached RMB96,998,400, up 13.21% year on year. The revenue from main businesses continued growing. In 2014, the Company had secured new orders worth RMB2.816 billion with undelivered orders worth RMB3.268 billion, which 172.04%, paving the way for the Company to complete the sales target for 2015. While developing existing businesses, the Company has increased investment in new energy sector in the report period and focused on solar power plants and LED lights as a development area. 1、 Curtain wall and material industry development trend Currently, the curtain wall system and material sector remains the Company’s main source of sales revenue and profit. The Company has further consolidated its brand advantages and visibility, making remarkable progress in key sales regions. In the report period, the Company has won bids in a series of notable energy-saving and green curtain wall and material projects. The curtain wall system used in Shenyu Shangcheng South project, China Energy Storage Building, and Chongqing Tianhe Global Center is 300m high. The Company has sought to expand the business size, improve field management, optimize design and engineering solutions, elevate production and engineering efficiency, lower costs, consolidate profitability to boost the Company’s long-term development. The Company has adhered to the business philosophy of integrity, trust, cooperation and continuous improvement and seeks to meet customers’ needs thanks to our customer-centered value, strong innovation and high engineering quality, receiving wide recognition among customers. The Company won the title of Outstanding Supplier in the report period. 2. New energy business The Company established a new energy company to develop solar PV applications, PV construction and LED industry. In the report period, the Company has entered into solar energy power plant construction agreements of 900MWp in Jiangxi Pingxiang, Xinjian and Longnan and obtained government approval for solar energy power plant construction of 100MWp. On December 23, 2014, the Board of Directors approved the proposal of private A-share issuing. No more than 105 million shares (inclusive) will be issued to raise no more than RMB1.008 billion. The fund will be used to support construction solar power plants and repay bank loans. The private share issuing is now undergoing. Solar power generation business is a strategic business of the Company and coincides with the national policy. The business enjoys a bright development lookout and will fuel the Company’s long-term development. In the report period, the Company acquired Fangda SOZN, which is specialized in LED lights. After the acquisition, management teams are established to explore traditional channels and first- and second-tier markets in China. The innovative direct sales mode is introduced and is high received among local customers and consumers. Four modern production bases with new and outstanding equipment are set up, including more than 20 automatic 13 China Fangda Group Co., Ltd. 2014 Annual Report assembly lines and intelligent R&D and production devices. Fangda SOZN can produce more than 10 million LED bulbs now with more than 100 patented technologies, more than 10,000 sales networks. The Company continued to promote the online and office sales mode in order or tap on the advantages of e-business and traditional sales channels, making Fangda SOZN the domestic leading LED bulb producer. 3. Metro screen door business In the report period, several screen door orders entered design, production and engineering stage. Screen doors for Shenzhen metro phase III line No.9 and 11, Xi’an metro line No.3, Wuhan metro phase II line No.4, Nanchang metro line No.1, Fuzhou metro line No.1, Wuhan-Xiaogan railway, Singapore Dashi extension line have been designed, produced and installed as scheduled. The screen door business's sales revenue increased 64.55% from the last year. During the report period, thanks to high reliability and stability, the Company’s screen door systems made the record the zero failure in the one-million attempt service life test of the Singapore Tuas expansion line and Nanchang No.1 line. The two projects have completed the one-million attempt service life test and acceptance procedure and have been put into massive product. The metro screen door maintenance business is high added-value service sector. As many screen doors enter the maintenance cycle, the business enjoys a bright outlook. The Company has a natural advantage in this high-end service industry. Our screen door system are independently developed by us, thus enabling us to provide prompt, overall, effective and standard maintenance services for our customers without other third parties. In the report period, the Company received maintenance orders in Tianjin, Nanjing and Shenzhen, showing the Company’s leadership in the sector. The business will expand the Company’s rail transport industry line. 4. Fangda Town renovation In the report period, Fangda Town renovation project has obtained construction permits. Since commencement in 2014, various works have been performed as scheduled. The sales will start in the 4th quarter in 2015. To reach the sales target, the Company has launched promotion, business introduction, media development and advertising in the report period. 5. Introducing talents and build the corporate culture As orders increase rapidly over the past few year and five industry bases are put into operation, the Company has further improved the management matrix, optimize the business process, aggressively introduced high-quality and diligent management and technical professional to build a modern management led by engineers, technicians, comprehensive management executives and technical sales representatives. The Company attaches great importance to corporate culture and construction of a harmonious working environment. Various activities such as health care lectures, speech competition, sports competitions are held for the staff, including birthday parties and speed dating for single employees to refresh employees and get them ready for elevating the Company’s core competitiveness. 6. Awards In the report period, Fangda is selected by the national industry and commerce administration as a Chinese well-known trademark and the Company is selected as one of the most promising listing company by Sina. Fangda also won the title a Shenzhen well-known brand for 12 consecutive years. Thanks to outstanding quality and brand equity, the Company has won a series of remarkable titles including the 1994-2014 outstanding enterprise for sustained development, National Construction Engineering Award, High-quality Construction Award, Guangdong Engineering Golden Award, Guangdong Construction Engineering Quality Award, Shenzhen Golden Bull Engineering Award, National Construction Decoration Award, anmd QCC silver and outstanding performance awards. Mr. Wei Yuexing, general manager of Fangda Jianke is given the title as one of the Shenzhen 100 industry leaders in the curtain wall industry. 14 China Fangda Group Co., Ltd. 2014 Annual Report Fangda Automatic is given titles as the Xi’an metro construction outstanding supplier, advanced equipment supplier, outstanding maintenance provider, Nanjing metro construction outstanding supplier, Dongguan railway line R2 outstanding supplier, Wuhan metro line No.4 phase II outstanding supplier. Jiangxi New Material was given the title as an outstanding company in the Nanchang Hi-tech Park, class-A taxpayer. 2. Main business analysis 1. Summary Implementation progress of development strategies and operating plans disclosed previously in the report period In 2014, the growth of the Chinese economy continued slowing down, subdued by weak government investment in fixed assets. Economic risks resurfaced, creating numerous difficulties for enterprises. To survive the weak economy and increasingly fierce competition, the Company has continued improving the brand equity, expertise and services, stabilizing the growth. In the report period, the Company recorded a sales income of RMB1,938,324,400, up 10.91% year on year. The net profit attributed to owners of the parent reached RMB96,998,400, up 13.21% year on year. The revenue from main businesses continued growing. In 2014, the Company had secured new orders worth RMB2.816 billion with undelivered orders worth RMB3.268 billion, which 172.04%, paving the way for the Company to complete the sales target for 2015. While developing existing businesses, the Company has increased investment in new energy sector in the report period and focused on solar power plants and LED lights as a development area. The actual operating performance is over 20% lower or higher than the annual forecast result disclosed earlier. □ Applicable √ Inapplicable Change in the main business mode □ Applicable √ Inapplicable 2. Revenue The physical sales revenue is high the labor service revenue √ Yes □ No Industry Items Unit 2014 2013 YOY change (% ) Sales M2 2,479,915.61 2,472,558.74 0.30% Curtain wall system Output M2 2,593,192.46 2,403,890.85 7.87% and materials Inventory M2 220,123.14 106,846.3 106.02% Explanation for a year-on-year change of over 30% □ Applicable √ Inapplicable Major orders on hand √ Applicable □ Inapplicable In the report period, the Company received orders worth RMB2.816 billion, of which 22.43% has realized output value. By December 31, 2014, the order reserve amounted to RMB3.268 billion. All the orders have been fulfilled as contracted. 15 China Fangda Group Co., Ltd. 2014 Annual Report Major changes or adjustment of products or services in the report period √ Applicable □ Inapplicable Fang SOZN was acquired in the repot period to add LED bulb into the Company’s product scope, creating a new profit growth point. Main customers Total sales amount to top 5 customers (RMB) 379,625,604.60 Proportion of sales to top 5 customers in the annual sales 19.59% Information of the Company's top 5 customers □ Applicable √ Inapplicable Other information about main customers □ Applicable √ Inapplicable 3. Costs Industry In RMB 2014 2013 Industry Items Proportion in Proportion in YOY change (% ) Amount Amount operating costs operating costs Metal production Raw materials 929,436,079.36 67.40% 874,994,717.90 65.38% 6.22% Metal production Labor 94,243,308.97 6.83% 76,722,963.79 5.73% 22.84% Installation and Metal production 299,337,209.27 21.71% 327,693,011.67 24.48% -8.65% onsite expenses Metal production Others 55,895,771.82 4.05% 59,002,837.42 4.41% -5.27% Metal production Total 1,378,912,369.42 100.00% 1,338,413,530.78 100.00% 3.03% Product In RMB 2014 2013 Product Items Proportion in Proportion in YOY change (% ) Amount Amount operating costs operating costs Curtain wall system and Raw materials 929,436,079.36 67.40% 874,994,717.90 65.38% 6.22% materials Curtain wall system and Labor 94,243,308.97 6.83% 76,722,963.79 5.73% 22.84% materials Curtain wall Installation and system and 299,337,209.27 21.71% 327,693,011.67 24.48% -8.65% onsite expenses materials 16 China Fangda Group Co., Ltd. 2014 Annual Report Curtain wall system and Others 55,895,771.82 4.05% 59,002,837.42 4.41% -5.27% materials Curtain wall system and Total 1,378,912,369.42 100.00% 1,338,413,530.78 100.00% 3.03% materials Main suppliers Purchase amount of top 5 suppliers (RMB) 431,310,596.92 Proportion of purchase amount of top 5 suppliers in the 26.44% total annual purchase amount Information of the Company’s top 5 suppliers □ Applicable √ Inapplicable Other information about main suppliers □ Applicable √ Inapplicable 4. Expenses None 5. R&D expenses In the report period, Fangda Group has developed a series of new products and technology in low-carbon, energy saving, environmental protection fields, including energy-saving and green curtain wall, solar power curtain wall, aluminium-plastic composite panel, single-layer aluminium panel, honeycomb aluminum panel, metro screen door system, LED lights, PV power plants. All the R&D projects have been reviewed and approved by the Group’s technology committee. The products and technologies have independent intellectual property rights and patents, which will give a strong booth to the Company’s long-term growth. In the report period, the R&D expense totaled RMB86,772,900, accounting 4.48% of the operating revenue in 2014. It accounts for 7.02% of the interest attributed to owners of the parent on December 31, 2014 5. Cash flow In RMB Items 2014 2013 YOY change (% ) Sub-total of cash inflow from 1,684,047,696.92 1,806,435,338.47 -6.78% business operations Sub-total of cash outflow from 2,241,941,626.36 1,649,890,718.16 35.88% business operations Cash flow generated by -557,893,929.44 156,544,620.31 -456.38% business operations, net 17 China Fangda Group Co., Ltd. 2014 Annual Report Sub-total of cash inflow 302,123,140.16 120,915,060.37 149.86% generated from investment Subtotal of cash outflows 588,172,728.21 172,570,887.63 240.83% Cash flow generated by -286,049,588.05 -51,655,827.26 453.76% investment activities, net Subtotal of cash inflow from 1,303,817,100.01 529,000,000.00 146.47% financing activities Subtotal of cash outflow from 642,732,507.84 588,354,192.64 9.24% financing activities Net cash flow generated by 661,084,592.17 -59,354,192.64 -1,213.80% financing activities Net increase in cash and cash -182,599,023.19 45,069,882.52 -505.15% equivalents Explanation for a year-on-year change of over 30% Explanation of major difference between the cash flow generated by operating activities and the net profit in the year. 3. Business composition In RMB Year-on-year Year-on-year Year-on-year Turnover Operation cost Gross margin change in change in change in gross operating revenue operating costs margin Industry Metal production 1,643,589,644.97 1,378,912,369.42 16.10% 2.71% 3.03% -0.26% Product Curtain wall system and 1,643,589,644.97 1,378,912,369.42 16.10% 2.71% 3.03% -0.26% materials District Domestic 1,856,320,639.39 1,546,696,308.96 16.68% 11.62% 11.23% 0.29% Overseas 40,212,936.07 26,435,336.21 34.26% 16.27% 18.74% -1.37% Main business statistics adjusted in the recent one year with the statistics criteria adjusted in the report period □ Applicable √ Inapplicable IV. Assets and Liabilities 1. Major changes in assets In RMB 18 China Fangda Group Co., Ltd. 2014 Annual Report End of 2014 End of 2013 Proportion in Proportion in Change Notes Amount Amount total assets total assets 212,430,798.8 Monetary capital 5.80% 333,876,921.97 12.84% -7.04% 7 Account 1,105,242,251. 30.18% 898,780,981.93 34.57% -4.39% receivable 46 The inventory book value balance at the end of the period increased 982,441,187.0 128.03% from the beginning. It is Inventory 26.82% 428,537,851.82 16.49% 10.33% 5 because that the development cost of Fangda Town renovation project increased. Investment real 226,279,523.3 6.18% 195,249,069.13 7.51% -1.33% estate 9 Long-term share 11,048,660.43 0.30% 9,994,565.55 0.38% -0.08% equity investment 489,714,684.6 Fixed assets 13.37% 462,930,269.98 17.81% -4.44% 3 Construction in 341,749.17 0.01% 940,841.00 0.04% -0.03% process 2. Major changes in liabilities In RMB 2014 2013 Proportio Proportion Change Notes Amount n in total Amount in total assets assets Short-term loans 1,100,000,000.00 30.03% 369,000,000.00 14.19% 15.84% Additional bank borrowing 3. Assets and liabilities measured at fair value In RMB Accumulative Gain/loss changes in fair Impairment Amount Opening caused by value Amount sold in Closing Items provided in the purchased in amount changes in fair accounting into the period amount period the period value the income account 19 China Fangda Group Co., Ltd. 2014 Annual Report Financial assets 1. Financial assets measured at fair value with variations accounted into 0.00 -2,852,885.00 16,263,675.00 13,410,790.00 current income account (excluding derivative financial assets) Investment real 174,778,756.62 34,897,632.10 91,831.63 198,513,586.15 estate Total 174,778,756.62 32,044,747.10 91,831.63 16,263,675.00 211,924,376.15 Financial 0.00 0.00 liabilities Major changes in the assets measurement property of the Company in the report period □ Yes √ No 4. Main overseas capital □ Applicable √ Inapplicable 5 Core Competitiveness Analysis (1) Curtain wall system and material 1. Expertise and brand competitiveness In response to the national call for energy saving and emission reduction, the Company has aggressively develop solar electric and optimal and energy-saving curtain walls, developing a series of domestic and global leading solar and energy-saving curtain wall products. The Company owns 372 curtain wall and material patents (including 23 invention patents) and one software copyright, ranking top among domestic peers. It has achieved many firsts in the industry and created incomparable brand equity, making it an optimal choice in the domestic high-end curtain wall and material market. FANGDA is a nationwide well-known trademark in China. 2. Focusing on the high-end market to edge out competitors Amid the fierce market competition, the Company has focused on the high-end energy-saving curtain wall market and technical integration to improve high-end project quality. Moreover, it has focused resources on high-end curtain wall engineering and won several Luban awards, Zhan Tianyou Civil Engineering awards and Classic Construction for the 50th Anniversary of the Foundation of the People’s Republic of China, High-Quality Construction, White Magnolia Prize and Customer Satisfactory Engineering and the title of “Top 10 Competitive Chinese Curtain Wall Provider”. The Company has build a leading brand and created a clear edge in the 20 China Fangda Group Co., Ltd. 2014 Annual Report high-end curtain wall market. 3. Well-developed industry base landscape Thanks to continued investment in facilities, the Company has established a national business landscape with Shenzhen as the headquarters, Dongguan Songshanhu as the base in the south, Beijing in the north, Chengdu in the southwest and Shanghai and Nanchang in the east. The Dongguan Songshanhu and Nanchang bases are the largest and most advanced curtain wall system and material production bases in China and across the world, fueling the Company to increase its market share and competitiveness. 4. General supply advantage The Company’s main business is design, production and engineering of curtain wall projects. The Company has expanded into the entire industry chain. It improves the overall supply capability, reduces raw material cost; and improves the engineering efficiency and engineering quality. (2) New energy industry In the report period, the Company set up the Shenzhen Fangda New Energy Co., Ltd. to develop solar energy PV applications, PV construction and LED industry. The move will extend the Company’s energy-saving and environment protection business, coincide with the national plan and industry policies as well as the development trend of the industry. 1. Technical advantage With more than ten years’ experience in developing solar energy PV power generating curtain wall technology, the Company is the earliest company that masters the intelligent property right in the designing, production and integration of solar energy PV curtain wall systems and is a pioneer in the application of PV curtain wall technology. The Company built the first solar energy PV integrated building curtain wall system in China – Shenzhen Fangda Building photoelectric curtain wall system. 2. Relation with other industries Distributed solar PV industry is highly related to the Company’s business. It is closely related to construction. Moreover, the Company has more than 10 years' experience in electrical product integration. The Company also has more than 20 years’ experience in construction management and has the level-1 construction curtain wall engineering qualification and electrical installation engineering qualification. 3. Strategic advantage The Company is engaged in the upper, middle and downstream of the LED industry and is familiar with industry policies in China. Currently, the Company is acquiring LED companies to realize fast expansion in the LED business and seek to create a new profit source for the Company. (3) Rail transport equipment business 1. Technical advantage Through continued independent innovation, the Company has developed the global leading metro screen door system with full intellectual property right and broken the monopoly of overseas competitors. The Company has also compiled the Rail Transport Station Screen Door Standard, which is the first of its kind in China. The standard was approved in April 2006 and was implemented on March 1, 2007. As the first standard in the industry in China, the standard has played a key role in guiding the development of China’s rail transport screen door industry and enabled the Company a dominant lead in the industry. Currently, the Company has 218 metro screen door patents, including 40 invention patents. The Company also has seven computer software copyrights. 2. Brand equity 21 China Fangda Group Co., Ltd. 2014 Annual Report So far, the Company has undertaken rail screen door projects in cities including Beijing, Shanghai, Tianjin, Shenyang, Nanjing, Guangzhou, Shenzhen, Dongguan, Fuzhou, Nanchang, Wuhan, Xi’an, Dalian, Hong Kong, Taipei and Singapore. It The Fangda screen door system has grasped a leading market share and established incomparable brand influence thanks to its patents, standard and maintenance services. The Company has emerged as the Chinese No.1 and global No.3 screen door provider, building a large competitive edge in the global market. (4) Real Estate The Fangda Town renovation project is well-positioned and enjoys express transport, unique landscape resources, preferential policies and moderate competition in the district. In additional industry buildings for domestic use, the project comprises about 100,000 m2 of industry buildings for sales, 20,000 m2 of business property and 70,000 m2 of industry buildings for lease. The project will be put into pre-sales in Q4 2015 and sold out in 2017. The project will buoy the Company’s net assets and total assets, bring strong cash flows for the Company, provide capital support for the development of businesses, and gain experience in the real-estate development industry. VI. Investment 1. External equity investment (1) External investment: None (2) Financial enterprise share held: None (3) Securities investment Number Number of shares of shares Closing Initial held at Opening Closing Abbreviat held at book Gain/loss Accounti Securities Code investmen beginning sharehold sharehold Source 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 13,410,79 -2,852,88 onal Stock 00702 0 0.00% 0.56% Purchase Holdings 5.00 00 0.00 5.00 financial Ltd assets 16,263,67 100,000,0 13,410,79 -2,852,88 Total 0 -- -- -- -- 5.00 00 0.00 5.00 Disclosure date of approval by the Board of Directors of March 11, 2014 securities investment Disclosure date of securities None investment approval by the 22 China Fangda Group Co., Ltd. 2014 Annual Report Shareholders’ Meeting (if any) (4) Shareholding in other listed companies: None 2. Trust wealth management, investment in derivatives and entrustment loan (1) Wealth management In RMB10,000 Actual Impairme Related Earning Principal gain/loss Relations Type of nt Estimate Trustee transactio Amount Start date End date recognitio recovered in the hip product provision return n n method actually report (if any) period Estimated Break-eve Bank of Non-affili July 4, August annual No n, fixed 2,000 2,000 0 8.54 8.54 China ated party 2014 11, 2014 yield earning 4.1% CMB Not Estimated Shenzhen earning-pr Non-affili July 9, Septembe annual Nanshan No otected 4,000 4,000 0 33.75 33.75 ated party 2014 r 3, 2014 yield Sub-branc floating 5.5% h earning CMB Not Estimated Shenzhen earning-pr Non-affili July 10, August annual Nanshan No otected 4,000 4,000 0 20.71 20.71 ated party 2014 14, 2014 yield Sub-branc floating 5.4% h earning CMB Not Estimated Shenzhen earning-pr Non-affili October October annual Nanshan No otected 3,000 3,000 0 0.59 0.59 ated party 17, 2014 20, 2014 yield Sub-branc floating 2.4% h earning CMB Estimated Shenzhen Break-eve Non-affili October October annual Nanshan No n, floating 6,695 6,695 0 1.32 1.32 ated party 17, 2014 20, 2014 yield Sub-branc earning 2.4% h CMB Not Estimated Shenzhen Non-affili earning-pr October October annual No 4,695 4,695 0 3.09 3.09 Nanshan ated party otected 21, 2014 31, 2014 yield Sub-branc floating 2.4% 23 China Fangda Group Co., Ltd. 2014 Annual Report h earning Estimated Bank of Non-affili Earning-p December January 4, annual No 3,000 0 0.92 China ated party rotected 31, 2014 2015 yield 2.8% CMB Not Estimated Shenzhen earning-pr Non-affili October October annual Nanshan No otected 10 10 0 0.01 0.01 ated party 10, 2014 17, 2014 yield Sub-branc floating 5.21% h earning CMB Not Estimated Shenzhen earning-pr Non-affili October October annual Nanshan No otected 5,000 5,000 0 5.67 5.67 ated party 21, 2014 29, 2014 yield Sub-branc floating 5.17% h earning Not Actual CCB earning-pr Non-affili December January 4, annual Shenzhen No otected 6,000 0 0 2.05 ated party 31, 2014 2015 yield Branch floating 3.12% earning CCB Not Shenzhen earning-pr Estimated Non-affili December January 3, OCT No otected 1,000 yield 0 0 0.34 0 ated party 31, 2014 2015 Sub-branc floating 3.12% h earning Not Estimated CCB earning-pr Non-affili December January 4, annual Shenzhen No otected 6,800 0 0 2.33 0 ated party 31, 2014 2015 yield Branch floating 3.12% earning Not earning-pr Estimated Bank of Non-affili December January 4, No otected 3,000 yield 0 0 2.07 0 China ated party 26, 2014 2015 floating 2.5% earning Not Estimated CCB earning-pr Non-affili December January 3, annual Shenzhen No otected 3,000 0 0 1.83 0 ated party 31, 2014 2015 yield Branch floating 3.1% earning Total 52,200 -- -- -- 29,400 0 83.22 73.68 24 China Fangda Group Co., Ltd. 2014 Annual Report Source of fund Self-owned fund Principal and return due but not covered 0 Lawsuit (if any) None Disclosure date of approval announcement March 11, 2014 (if any) Disclosure date of Shareholders' Meeting None approval announcement (if any) (2) Derivative investment In RMB10,000 Proportio n of closing investmen Actual Derivativ Impairme Related Initial Closing t amount gain/loss e Relations Initial nt transactio Type Start date End date investmen investmen in the in the investmen hip amount provision n t amount t amount closing report t operator (if any) net assets period in the report period Shanghai Shanghai May 5, July 23, Futures None No 1,459.21 0 0 0 0.00% 21.94 aluminum 2014 2014 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 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 fair value of the derivative should be calculated with the open quotation of the the derivative in the report period, the futures market and should be reviewed regularly to ensure effective hedging. 25 China Fangda Group Co., Ltd. 2014 Annual Report analysis of the derivative’s fair value 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 (3) Trusted loans: None 3. Use of raised capital (1) Overview In RMB10,000 Total amount of the raised capital 33,658.69 Total raised capital invested in the report period 760.64 Total accumulative raised capital invested 31,431.04 Amount of raised capital of which the purpose was 0 changed in the report period Accumulative amount of raised capital of which the 6,000 purpose has been changed Proportion of raised capital of which the purpose has 17.83% been changed Notes to use of raised capital By the end of the report period, the Company has strictly comply with the Instruction on Standard Operation of PLCs on the Main Board of Shenzhen Stock Exchange and provisions for use and management of raised capital of the Company to deposit and use the raised capital.. The raised capital totaled RMB314,31 million. (2) Promised raised-capital-based projects In RMB10,000 If Investme Date Promised Accumul Project promised to be investme nt when the Whether Any total Adjusted Investme ative Profit invested with the raised nt project progress project the major investme total nt in the investme realized capital and investment is by the become estimate change in nt of the investme report nt by the in the of the excessive raised changed end of the useable profit is the raised nt (1) period end of the period capital (includin period (3) as realized feasibility capital period (2) g partial =(2)/(1) proposed 26 China Fangda Group Co., Ltd. 2014 Annual Report change) Promised investment projects Energy-saving and PV June 30, curtain wall production Yes 21,000 27,000 631.15 25,370.21 93.96% 6,270.22 Yes No 2013 expansion project Decembe PSD production Yes 12,658.69 6,658.69 129.49 6,060.83 91.02% r 31, 1,227.83 No No expansion project 2012 Subtotal of promised -- 33,658.69 33,658.69 760.64 31,431.04 -- -- 7,498.05 -- -- investment projects Investment of excessive raised capital Total -- 33,658.69 33,658.69 760.64 31,431.04 -- -- 7,498.05 -- -- Reason or situation that not on schedule (on None specific project) Notes to major changes None in project feasibility Amount, purpose and Inapplicable use of excessive raised capital Applicable Occurred in previous years Changes in implementation place To improve the Company's industry landscape, simplify the Company’s management and reduce of investment funded management costs, the 24th meeting of the 5th term of the Board of the Company approved the proposal of by raised capital changing the implementation place of the energy-saving and photo-electric curtain wall production expansion project and increasing the implementation entities and changed the implementation place to Dongguan, Guangdong. Applicable Adjustment of the Occurred in previous years implementation way of investment funded by On March 9, 2012, the 1st provisional shareholders’ meeting of the Company approved the adjustment raised capital proposal to put the RMB60 million for the metro screen door production expansion to the energy-saving and photo-electric curtain wall production expansion project. Applicable On September 30, 2010, it was decided to use the raised capital of RMB4,347,753.09 to replace the Initial use of raised investment made previously by Fangda Automatic RMB1,403,503.00 and Fangda Decoration fund in projects and RMB2,944,250.09. This has been verified by CPA with report 天健正信审(2010)专字第 020722 号. The replacement exchange of a self-financed capital of RMB4,347,753.09 using the raised capital has been verified by Ascenda Certified Public Accountants with 天健正信审(2010)专字第 020722 号 and Self-Raised Capital Investment Project Verification Report issued. 27 China Fangda Group Co., Ltd. 2014 Annual Report Applicable On September 30, 2010, payment of RMB20 million was made from idle proceeds to Fangda Decoration; and RMB10 million was made to Fangda Automatic. On March 22, 2011, the returned idle capital RMB30 million was transferred to raise capital account. On March 28, 2011, payment of RMB20 million was made from idle proceeds to Fangda Decoration; and RMB10 million was made to Fangda Automatic. On August 19, 2011, the returned idle capital RMB30 million was transferred to raise capital account. On August 23, 2011, payment of RMB20 million was made from idle raised capital to Fangda jianke; and RMB10 million Idle raised capital used was made to Fangda Automatic. On February 16, 2012, the returned idle capital RMB30 million into the as working capital raised capital account. On February 22, 2012, payment of RMB20 million was made from idle proceeds to Fangda Decoration; and RMB10 million was made to Fangda Automatic. On August 15, 2012, the returned idle capital RMB30 million was transferred to raise capital account. On August 17, 2012, payment of RMB20 million was made from idle proceeds to Fangda Decoration; and RMB10 million was made to Fangda Automatic. On February 4, 2013 the returned idle capital RMB30 million was transferred to raise capital account. On February 25, 2013, payment of RMB22 million was made from idle proceeds to Fangda Decoration; and RMB8 million was made to Fangda Automatic. On July 15, 2013, the returned idle capital RMB30 million was transferred to raise capital account. Applicable On July 15, 2013, the surplus raised capital (including interest income RMB was transferred to permanent working capital. On August 22, 2014, raised capital (including interest) 5,150,302.35 was transferred to permanent working capital of the Company. The remaining raise capital was due to: 1. the Company Surplus of investment strictly implements multi-supply purchase system and project tendering and bidding regulations, thus and cause trimming the engineering and equipment purchase costs. 2. in the process of engineering and construction, the Company has taken effective measures to control, supervise and manage engineering costs. 3. the Company has taken effective measures to improve utilization of its resources and optimize its processes to cut the project investment. Use plan of retained Inapplicable fund from financing Problem or situation in using of raised capital None and disclosing (3) Altering of projects financed by raised capital In RMB10,000 Total Accumulati Any major Investment Date when investment Actual ve actual Whether the change in Correspondi progress by the project Profit Altered of raised investment investment estimate the ng promised the end of become realized in project capital in in the report by the end profit is feasibility project the period useable as the period the altered period of the realized after the (3)=(2)/(1) proposed project (1) period (2) alteration Energy-savi Energy-savi June 30, 27,000 631.15 25,370.21 93.96% 6,270.22 Yes No ng and PV ng and PV 2013 28 China Fangda Group Co., Ltd. 2014 Annual Report curtain wall curtain wall production production expansion expansion project project 2. PSD 2. PSD production production December 6,658.69 129.49 6,060.83 91.02% 1,227.83 No No expansion expansion 31, 2012 project project Total -- 33,658.69 760.64 31,431.04 -- -- 7,498.05 -- -- The screen door project in Nanchang aimed to use a plant in Dafang Jiangxi new material industry zone as the production base. This can reduce the investment of RMB60 million for new plant, office and facilities. According to the resolution of the 24th meeting of the 5th term of the Board, the proposal of changing the implementation place of the energy-saving Alteration reason, decision-making and photo-electric curtain wall production expansion project and increasing the process and information disclosure (by implementation entities was approved to change the implementation place to Dongguan, project) Guangdong. As a new factory and part of the office and facilities must be built in Dongguan, the investment is forecast to increase to RMB75 million. Given the alteration of the two projects, the capital RMB 60 million for the screen door project is transferred to the curtain wall project, while the insufficient part made up by the self-owned capital. The delivery process of metro screen door takes a long period of time. The Company Reason or situation that not on received orders of RMB613 million from 2013 to 2014, accounting for nearly 70% of the schedule (on specific project) national aggregate. Orders to be delivered by the end of 2014 are worth RMB468 million. The screen door production expansion will support the sales and order delivery. Notes to major changes in project None feasibility after the alteration 4. Analysis of major subsidiaries and joint-stock companies Major subsidiaries and joint-stock companies In RMB Main Compan products Registered Operation Type Industry Total assets Net assets Turnover Net profit y or capital profit services Curtain Fangda Subsidia Decorati 1,499,837,7 81,813,917. 70,755,15 wall 500,000,000 2,297,588,580.12 749,684,129.22 Jianke ry on 03.29 19 6.37 system Fangda Metro Subsidia Railroad 163,158,433 9,060,690.9 8,973,274. Automat screen 105,000,000 396,147,819.22 192,209,221.13 ry industry .01 9 56 ic door Kexunda Subsidia Railroad Software 1,000,000.00 57,361,368.99 2,774,714.13 13,472,393. 10,975,280. 12,861,41 29 China Fangda Group Co., Ltd. 2014 Annual Report Co. ry industry develop 23 62 5.59 ment and system integrati on Major subsidiaries and joint-stock companies None Acquisition and disposal of subsidiaries in the report period √ Applicable □ Inapplicable Acquisition and disposal Acquisition and disposal Impact on production and Company purpose of subsidiaries in the method of subsidiaries in the performance report period report period Guangdong Fangda SOZN Speed up expansion to LED Purchase Create new profit growth Lighting Co., Ltd. business 5. Major projects of non-raised capital: None VII. Forecast of operating performance between January and March in 2015 Warning and reasons of possible net loss or substantial change from the last period between the beginning of the year and the end of the next report period □ Applicable √ Inapplicable VIII. Entities on which the Company has control power: None IX. Future Prospect (1) Industry competition map and development trend Curtain wall and material system industry According to the Chinese Building Decoration Industry 12th Five-year Plan, the domestic building curtain wall industry is worth RMB400 million in 2015. The urbanization will accelerate the market demand and give a strong booth to the development of the industry. The government also released a series of policies to support the development of the industry. (2) New energy industry 1. Solar power industry The solar power generation industry is supported by the Chinese government. Since late 2012, the state council, finance minister, energy administration and state grid have issued a series of policies to regulate various issues related to PV power generation and subsidies for distributed power plants. Despite that most on-grid power generation is centralized power plants, accounting for 84% in 2013, distributed power plants will develop rapidly with the government support. (2) LED light 30 China Fangda Group Co., Ltd. 2014 Annual Report LED as the new lighting technology has won support in many countries and organizations, which issued many policies to support the development of the industry. The retirement of incandescent light bulbs will explode the development of LED lights. In November 2011, China released the incandescent light bulb retirement roadmap. All incandescent light bulbs will be retired in China by 2016. Recently, National Development and Reform Committee and tax administration released the announcement on subsidies for EMC project enterprise. The government concern for energy conservation will boost the development of the LED industry. (3) Rail transport equipment business In the 12th Five-year period, the urban metro and railway construction mileage will reach2,600km, with a total investment of RMB1.27 trillion. Screen door is a key device for metro. Therefore, the demand will remain strong. (4) Real estate As the land resource becomes increasingly rare, the urban renovation has become a common issue for many large cities. Shenzhen government has released a series of policies to encourage renovation projects. Fangda Town renovation project is located into the crossroad of Dashahe Innovation Corridor and OCT cultural innovation ring. (2) Corporate development strategy and operating plan 2015 will witness remarkable innovation and development, as well as business, concept transformation of the Company. A series of internal reforms will be launched to improve the comprehensive competitiveness and operation efficiency, fueling the Company’s long-term development. The development of the new energy business is a strategic part in the Company’s development plan. The Company will grasp the gold opportunities to blend industry, financial and business innovation and blaze a new trail in developing the new energy industry. The Company will further consolidate its position as the domestic leading supplier of metro screen doors and expand into the global market. The Company will ensure the quality of the Fangda Town renovation project and meet the sales target. (3) Capital demand for support existing business and construction in progress The development of the Company’s main business and Fangda Town renovation project increase the capital demand. Therefore, the Company has approved the proposal of private A-share issuing to raise RMB1.008 billion, which will be used to fund construction of solar power plants. To realize the operating target in 2015, the Company will formulate reasonable financial and capital plans to add more financing channels and self-owned fund and bank loans to meet the capital demand. (4) Potential risks and measures 1. Market risks and measures As the overall designing and engineering quality continues improving in the domestic construction curtain wall industry, curtain wall products will become increasingly standard, intensifying the market competition. The Company will continue implementing a prudent operation strategy, fine management and technical innovation to lower the management costs and accelerate the recovery of receivables. Through new technologies and processes, we will improve product quality, lower costs and elevate earnings. While consolidating the domestic market, the Company will step up the efforts in exploring overseas markets, thus elevating our competitiveness in global markets and improving our resistance to risks. 2. Management risks and measures With an increase in orders in recent years and operation of six industry bases, the Company has continued expanding rapidly in terms of capitalization, business and teams. The organizational structure and management system have become more complicated, leading to management risks in industry expansion. The Company will 31 China Fangda Group Co., Ltd. 2014 Annual Report continue to improve the matrix management mode, integrate business management, optimize the business flow, seeking to build a high-efficient and solid management team. We will introduce high-quality, professional technical and management talents in different fields to strengthen the Company's core competitiveness. 3. Production and operation risks and measures The macro-economy and market demand have added to the fluctuation in prices of main raw materials such as aluminum and steel and labor, affecting the Company’s profitability and creating additional production and operation risks for the Company. The Company has sought to lower the purchase and production costs, pay attention to technical R&D, reduce consumption of raw materials, introduce automatic and intelligent production equipment, and strengthen staff training to improve working efficiency. 4. Management and implementation risks in Fangda Town renovation project and measures As the first real-estate project undertaken by the Company, the Fangda Town renovation project may lead to risks for the company in project management and implementation. The Company has recruited a professional and experienced team and a solid internal control system to manage and implement the project. X Statement of the Board on the “non-standard auditors report” issued by the CPA on the current report period □ Applicable √ Inapplicable XI The Companys accounting policies, estimates and calculation methods have remained unchanged from the last annual report. XII. Retrospective restatement of major accounting errors in the report period 13. Statement of change in the financial statement consolidation scope compared with the previous financial report √ Applicable □ Inapplicable Acquire Guangdong Fangda SOZN Lighting Co., Ltd. under different control in the report period. Fangda New Energy and Shihui International Holding were established and consolidated in the period. Fangda Yi was liquidated in the period and removed from consolidate statements. XIV Profit distribution and dividend payment of the Company Formulation, execution or adjustment of profit distribution policy in the report period √ Applicable □ Inapplicable To regulate cash dividend distribution and improve distribution transparency, according to CSRC [2013] No.43 Cash Dividend of Listed Companies, the Company revised profit distribution policies and terms in the Articles of Associations and formulated the Shareholder Return Plan for 2015-2017, which were approved at the 8th meeting of the 7th Board of Directors and 1st extraordinary shareholders’ meeting in 2015. During the report period, the Company implemented the profit distribution plan for 2013. Approved at the Shareholders' Meeting 2013 held on March 31, 2014, the Company's profit distribution plan for 2013 is distributing a cash dividend of RMB0.30 (tax-included) for every ten shares of all the shareholders based on a 32 China Fangda Group Co., Ltd. 2014 Annual Report total of 756,909,905 shares on December 31, 2013. The plan was implemented on April 15, 2014 (see the 2013 Share Equity Distribution Implementation Announce 2014-29). Explanation of Cash Dividend Distribution Policies Comply with the Articles of Association or resolution made at Yes the General Shareholders' Meeting Clear and definite distribution standard and proportion Yes Decision-making procedure and mechanism Yes Independent directors fulfill their duties Yes Middle and small shareholders express their opinions and claims. Yes There rights are well protected. Cash dividend distribution policies are adjusted or revised Yes according to law Profit distribution and reserve capitalizing pre-plans or plans over the recent three years (including the reporting period) 2012: A cash dividend of RMB0.30 (including tax) for each ten shares is issued to all shareholders on the basis of 756,909,905 shares with a total amount of RMB 22,540,512.87, on December 31, 2012. No dividend share or capitalization share is issued in the year. 2013: A cash dividend of RMB0.30 (including tax) for each ten shares is issued to all shareholders on the basis of 756,909,905 shares with a total amount of RMB 22,707,297.15, on December 31, 2013. No dividend share or capitalization share is issued in the year. 2014: A cash dividend of RMB0.30 (including tax) for each ten shares is issued to all shareholders on the basis of 756,909,905 shares with a total amount of RMB 22,707,297.15, on December 31, 2014. No dividend share or capitalization share is issued in the year. Cash dividends for the recent three years In RMB Proportion of the Net profit Proportion in the net Amount of amount of attributable to project attributable repurchased share Cash dividend repurchased share Year shareholders in the to shareholders in capital in cash (including tax) capital in cash consolidated the consolidated included in cash included in cash financial statements financial statements dividend dividend 2014 22,707,297.15 96,998,429.76 23.41% 0.00 0.00% 2013 22,707,297.15 85,676,863.78 26.50% 0.00 0.00% 2012 22,540,512.87 24,948,377.20 90.35% 0.00 0.00% No cash dividend is proposed despite the Company records profits in the report period and a positive undistributed profit/ □ Applicable √ Inapplicable 33 China Fangda Group Co., Ltd. 2014 Annual Report XV Profit Distribution and Reserve Capitalization Plan in the Report Period √ Applicable □ Inapplicable Bonus shares for every ten shares 0 Cash dividend for every ten shares (yuan, 0.30 tax-included) Share dividend for each ten shares (share) 0 A total number of shares as the distribution basis 756,909,905 Total cash dividend (yuan, including tax) 22,707,297.15 Distributable profit (yuan) 404,322,761.53 Proportion of cash dividend in the distributable 100.00% profit Cash dividend distribution policy The Company is in a fast growth stage. Therefore, the cash dividend will reach 20% of the profit distribution at least. Details of profit distribution or reserve capitalization plan The Company plans to distribute a cash dividend of RMB0.30 (including tax) for each ten shares issued to all shareholders on the basis of 756,909,905 shares with a total amount of RMB22,707,297.15, on December 31, 2014. No dividend share or capitalization share is issued in the year. The plan needs to be reviewed and approved at the General Shareholders' Meeting 2014. XVI Social responsibilities √ Applicable □ Inapplicable In the reporting period, the Company has positively assumed social responsibilities by: paying taxes RMB105 million, up 13.20% year-on-year; donating RMB958,000 and investing RMB771,800 in environment protection, create nearly 10,000 jobs; inputting RMB2.1421 million in employee knowledge and skill training. The company has invested RMB86.77 million to promote development of new draft, technology, product structure and patent according to clean, safety and efficient production to make contribution for environmental protection. Are the listed company and subsidiaries involved in a heavy-pollution industry defined by the national environment protection department? □ Yes √ No □ N/A Do the listed and subsidiaries cause any material security problems to the society? □ Yes √ No □ N/A Did the listed and subsidiaries receive any administration penalty in the report period? □ Yes √ No □ N/A 34 China Fangda Group Co., Ltd. 2014 Annual Report XVII Reception of investigations, communications, or interviews in the reporting period √ Applicable □ Inapplicable Main content involved and Time/date Place Way Visitor Visitor materials provided Industrial Securities, Onsite Business and future March 13, 2014 Shenzhen Institution Goldstate investigation development Securities and Guosen Securities Onsite Goldstate Business and future March 18, 2014 Shenzhen Institution investigation Securities development Onsite Business and future March 19, 2014 Shenzhen Institution Essences Securities investigation development Onsite Dongxing Business and future April 23, 2014 Shenzhen Institution investigation Securities development Onsite Business and future May 14, 2014 Shenzhen Institution Minsen Investment investigation development Industrial Securities, Citic-Prudential Fund, CCFund, Onsite Fortune SG Fund, Business and future May 21, 2014 Shenzhen Institution investigation Bosera Fund, development Essence Fund, Galaxy AMC, Qianhai QianBaBa Fund Onsite Business and future June 26, 2014 Shenzhen Institution China Post Fund investigation development Onsite Business and future July 4, 2014 Shenzhen Institution Fullgoal Fund investigation development CMS, Shenyin & Onsite Business and future July 8, 2014 Shenzhen Institution Wanguo, Southern investigation development Fund GF Securities, Invesco Great Wall Onsite fund, QHKY Fund, Business and future July 14, 2014 Shenzhen Institution investigation Industrial development Securities, Prudential Fund 35 China Fangda Group Co., Ltd. 2014 Annual Report Shenzhen, Onsite Business and future July 24, 2014 Dongguan Institution Shenyin & Wanguo investigation development Songshanhu Onsite Hong Yuan Business and future September 3, 2014 Shenzhen Institution investigation Securities development Onsite Business and future November 3, 2014 Shenzhen Institution Shenyin & Wanguo investigation development Onsite Business and future November 13, 2014 Shenzhen Institution Yuanta Funds investigation development Shenyin & Wanguo, China Investment Securities, Invesco Onsite Great Wall fund, Business and future December 2, 2014 Shenzhen Institution investigation Yintai Securities, development Qianhai Anzhou Capital, Rongyao Investment, Daoyi Assets Number of reception 15 Number of institutions 34 Disclosed or leaked uncovered material No information 36 China Fangda Group Co., Ltd. 2014 Annual Report V Significant Events I. The Company has no significant lawsuit or arbitration affair in the report period. II. The Company has no significant affair that arouses media questioning. III. The controlling shareholder and its affiliates occupied no capital for non-operating purpose of the Company during the report period. IV. The Company has no bankruptcy or reorganization events in the report period. V. Assets trade 1. The Company required no assets in the report period. 2. The Company sold no assets in the report period. 3. Enterprise merger √ Applicable □ Inapplicable On July 18, 2014, the Company entered into an agreement with natural person Luo Huichi to acquire 60% stake in the Guangdong Fangda SOZN Lighting Co., Ltd (“New Company”) set upo with the fixed assets, intangible assets, sales networks and teams of three LED lighting companies controlled by Luo. The investment does not exceed RMB48 million in cash. The payment includes conditional stock transfer to Luo and conditional investment to the New Company. The Announcement on Acquiring Zhongshan SOZN Lighting Co., Ltd. and LED Lighting Business of Its Affiliates was published on China Securities Journal, Shanghai Securities Daily, Securities Times, HKCD and www.cninfo.com.cn on July 22, 2014. The acquisition will accelerate the Company’s LED business expansion and create new profit growth opportunities. As part of the Company’s new energy development strategy, it coincides with the Company’s development shift onto energy-saving industries and will optimize the Company’s business structure, thus propelling the Company’s long-term growth. The acquisition has completed as scheduled. Fangda SOZN recorded a tax-included income of RMB136,832,908.41 between July and December 2014. 37 China Fangda Group Co., Ltd. 2014 Annual Report VI. The Company made or implemented no option incentive scheme in the report period. VII. Material related transactions 1. The Company made no related transaction related to daily operating in the report period. 2. The Company made no related transaction of assets requisition and sales in the report period. 3. The Company made no related transaction of joint external investment in the report period. 4. The Company had no related debt in the report period. 5. The Company has no other related transaction in the report period. VIII. Significant contracts and performance 1. Asset entrusting, leasing, contracting (1) The Company made no custody in the report period (2) The Company made no contract in the report period (3) Leasing Leasing The Company leases investment real estates and obtained a lease income of RMB25,160,000 in the report period. Projects that create gains accounting for over 10% of the Company’s total profit in the report period □ Applicable √ Inapplicable The Company leased no projects that create gains accounting for over 10% of the Company’s total profit in the report period. 2. Guarantee The Company made no external guarantee (excluding for subsidiaries) In RMB10,000 Guarantee provided to subsidiaries Actual date of Guarantee provided Date of Guarantee occurring Actual amount Type of Complete Related Term to disclosure amount (signing date of of guarantee guarantee d or not party agreements) since engage March 11, September 3, Fangda Jianke 36,000 22,823.38 Joint liability of contract to No No 2014 2014 2 years upon 38 China Fangda Group Co., Ltd. 2014 Annual Report due of debt since engage March 11, October 20, of contract to Fangda Jianke 20,000 19,945.62 Joint liability No No 2014 2014 2 years upon due of debt since engage March 11, September 9, of contract to Fangda Jianke 25,000 14,613.72 Joint liability No No 2014 2014 2 years upon due of debt since engage March 11, of contract to Fangda Jianke 20,000 June 16, 2014 19,822.97 Joint liability No No 2014 2 years upon due of debt since engage March 11, September 30, of contract to Fangda Jianke 21,428 9,683.29 Joint liability No No 2014 2014 2 years upon due of debt since engage November November 11, of contract to Fangda Jianke 15,000 3,850 Joint liability No No 8, 2014 2015 2 years upon due of debt since engage March 11, September 3, of contract to Fangda Automatic 20,000 13,266.57 Joint liability No No 2014 2015 2 years upon due of debt since engage November November 11, of contract to Fangda Automatic 5,000 2,660 Joint liability No No 8, 2014 2015 2 years upon due of debt since engage Fangda New March 11, of contract to 7,080 April 11, 2015 2,977.68 Joint liability No No Material 2014 2 years upon due of debt since engage Fangda New March 11, of contract to 8,000 May 5, 2015 5,573.29 Joint liability No No Material 2014 2 years upon due of debt since engage January 4, January 29, of contract to Fangda Property 21,000 11,000 Joint liability No No 2014 2014 2 years upon due of debt 39 China Fangda Group Co., Ltd. 2014 Annual Report Total of guarantee to Total of guarantee to subsidiaries 264,000 subsidiaries actually occurred 148,787.48 approved in the report term (B1) in the report term (B2) Total of balance of guarantee Total of guarantee to subsidiaries actually provided to the approved as of the report term 264,000 126,216.53 subsidiaries as of end of (B3) report term (B4) Total of guarantee provided by the Company (total of the above two) Total of guarantee approved in the Total of guarantee occurred in 264,000 148,787.48 report term (A1+B1) the report term (A2+B2) Total of guarantee occurred as Total of guarantee approved as of 264,000 of the end of report term 126,216.53 end of report term (A3+B3) (A4+B4) Percentage of the total guarantee occurred (A4+B4) on net asset 102.21% of the Company The Company made no incompliant external guarantee in the report period. 3. The Company entered into no other significant contract in the report. 4. The Company entered into no other significant contract in the report period. IX. Performance of promises 1. 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. 2. Explanation and reason of profit forecasts on assets or projects that remain in the report period □ Applicable √ Inapplicable 10. Engaging and dismissing of CPA CPA engaged currently Domestic public accountants name Grant Thornton (special general partner) Remuneration for the domestic public accountants 130 (in RMB10,000) Consecutive years of service by the domestic public 3 accountants Name of certified accountants of the domestic public Lin Kaiqin and Li Chunmei accountants 40 China Fangda Group Co., Ltd. 2014 Annual Report Overseas public accountants name (if any) None Remuneration for the overseas public accountants 0 (in RMB10,000) Consecutive years of service by the overseas public None accountants (if any) Name of certified accountants of the overseas public None accountants (if any) The CPA is not replaced □ Yes √ No Engaging of internal control audit CPA, financial advisor and sponsor √ Applicable □ Inapplicable This year, the Company continued engaging Grant Thornton (special general partner) as the internal control CPA. The financial statement review fee is RMB1.3 million. 11. Statement of the Supervisory Committee and Independent Directors (if applicable) on the “non-standard auditors report” issued by the CPA on the current report period □ Applicable √ Inapplicable XII. The Company received no penalty and made no correction in the report period. XIII. Trade suspension and termination after the disclose of the annual report XIV. The Company had no other significant event to be explained in the report period. XV. Material events of subsidiaries XVI. The Company issued no corporate bonds in the period. 41 China Fangda Group Co., Ltd. 2014 Annual Report VI Changes in Share Capital and Shareholders 1. Changes in shares 1. Changes in shares In share Before the change Change (+,-) After the change Issued Transferre Bonus Subtot Amount Proportion new d from Others Amount Proportion shares al shares reserves I. Shares with trade 779,292 0.10% 779,292 0.10% restriction conditions 3. Other domestic shares 779,292 0.10% 779,292 0.10% Domestic natural 779,292 0.10% 779,292 0.10% person shares II. Shares without trading 756,130,613 99.90% 756,130,613 99.90% limited conditions 1. Common shares in RMB 420,179,425 55.51% 420,179,425 55.51% 2. Foreign shares in 335,951,188 44.39% 335,951,188 44.39% domestic market III. Total of capital shares 756,909,905 100.00% 756,909,905 100.00% Reasons □ Applicable √ Inapplicable Approval of the change □ Applicable √ Inapplicable Share transfer □ Applicable √ Inapplicable Impacts on financial indicators including basic and diluted earnings per share, net assets per share attributable to common shareholders of the company in the most recent year and period □ Applicable √ Inapplicable Others that need to be disclosed as required by the securities supervisor □ Applicable √ Inapplicable 42 China Fangda Group Co., Ltd. 2014 Annual Report 2. No change in shares with sales restriction 2. Share placing and listing 1. The Company issued no securities in the recent three years □ Applicable √ Inapplicable 2. Statement of changes in share number and shareholder structure, assets and liabilities structure □ Applicable √ Inapplicable 3. Current employees shares □ Applicable √ Inapplicable 3. Shareholders and the substantial controller of the Company 1. Shareholders and shareholding In share Number of Number of ordinary Number of shareholders of shareholders by the shareholders of preferred stocks of end of the 5th date common shares at 46,209 52,741 which voting rights 0 day before the the end of the report recovered in the disclosure date of the period report period (if any, annual report see Note VIII) Shareholders holding 5% of the Company's shares or top-10 shareholders Number of Pledging or freezing Amount of shares held at Change in the Conditio Properties of Shareholdi shares without Shareholder the end of the reporting nal Share shareholder ng sales Amount reporting period shares status restriction period Shenzhen Banglin Domestic Technologies non-state legal 9.09% 68,774,273 0 68,774,273 Pledged 14,150,000 Development Co., person Ltd. Shengjiu Investment Foreign legal 5.00% 37,845,591 +11,199,085 37,845,591 Ltd. person Domestic Huang Jupei 3.96% 30,001,000 +5,083,800 30,001,000 natural person 43 China Fangda Group Co., Ltd. 2014 Annual Report Domestic Zhou Shijian 2.79% 21,123,481 +21,123,481 21,123,481 natural person Domestic Shenzhen Shilihe non-state legal 2.36% 17,860,992 0 17,860,992 Investment Co., Ltd. person Domestic Yu Liandi 1.34% 10,121,923 +10,121,923 10,121,923 natural person National Social Insurance Portfolio Others 1.32% 9,999,832 +9,999,832 9,999,832 No.109 Domestic Jiang Jing 1.19% 9,029,914 -1,605,526 9,029,914 natural person ICBC-Lion Fund Stock Investment Others 1.12% 8,513,474 +8,513,474 8,513,474 Fund Bank of Communication – Huaan Chuangxin Others 0.79% 5,995,718 +5,995,718 5,995,718 Securities Investment Fund A strategic investor or ordinary legal person becomes the Top10 None shareholder due a stock issue. 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. Top 10 holders of unconditional shares Category of shares Shareholder Amount of shares without sales restriction Category of Amount shares Shenzhen Banglin Technologies RMB common 68,774,273 68,774,273 Development Co., Ltd. shares Foreign shares Shengjiu Investment Ltd. 37,845,591 listed in domestic 37,845,591 exchanges RMB common Huang Jupei 30,001,000 30,001,000 shares Zhou Shijian 21,123,481 RMB common 21,123,481 44 China Fangda Group Co., Ltd. 2014 Annual Report shares Shenzhen Shilihe Investment Co., RMB common 17,860,992 17,860,992 Ltd. shares RMB common Yu Liandi 10,121,923 10,121,923 shares National Social Insurance Portfolio RMB common 9,999,832 9,999,832 No.109 shares RMB common Jiang Jing 9,029,914 9,029,914 shares ICBC-Lion Fund Stock Investment RMB common 8,513,474 8,513,474 Fund shares Bank of Communication – Huaan RMB common Chuangxin Securities Investment 5,995,718 5,995,718 shares Fund No action-in-concert or related Among the top 10 shareholders, Shenzhen Banglin Technology Development Co., Ltd. and parties among the top10 Shengjiu Investment Co., Ltd. are parties action-in-concert. Shenzhen Banglin Technology unconditional shareholders and Development Co., Ltd. and Shenzhen Shilihe Investment Co., Ltd. are related parties. The between the top10 unconditional Company is not notified of other action-in-concert or related parties among the other holders shareholders and the top10 of current shares. shareholders Huang Jupei holds 30,000,000 shares of the Company through GF Securities customer credit transaction guarantee securities account; Zhou Shijian holds 21,123,481 shares of the Participation by top-10 ordinary Company through GF Securities customer credit transaction guarantee securities account, Yu shareholders in financing bonds (if Liandi holds 10,121,923 shares of the Company through GF Securities customer credit any) transaction guarantee securities account; Jiang Jing holds 9,024,914 shares of the Company through 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 2. Profile of the controlling shareholders Legal person Legal Name of controlling Date of representative/resp Organization code Registered capital Main business shareholder establishment onsible person Industrial investment, developing of electronic Shenzhen Banglin products, technical Technologies Chen Jinwu June 7, 2001 72984005-5 RMB 30 million consulting, domestic Development Co., Ltd. commerce, material trading 45 China Fangda Group Co., Ltd. 2014 Annual Report Future development The Company will continue investment. strategy Operating result, financial status and cash Banglin Technology's 2014 financial statements are not audited. flow Stock ownership of other domestic and overseas listed company None controlled or whose shares are held by controlling shareholders No change in the controlling shareholder in the report period 3. Substantial controller of the Company Natural person Name of substantial controller Nationality Right of residence in another country or region Xiong Jianming Chinese Yes Occupation and position over the last five Chair of the Board and president of the Company years Profiles of domestic and overseas listed The controller held no share in other listed companies in the last ten years. companies in which the controller held shares No change in the actual shareholder in the report period 7. Chart of the controlling relationship No controlling over the Company by the substantial controller through trust or other asset management 46 China Fangda Group Co., Ltd. 2014 Annual Report 4. The Company has no other legal person shareholders with over 10% of total shares 4. Statement on share increasing proposal raised by the shareholders or their action-in-concert parties in the reporting period Disclosure date of Name of Number of Proportion of Actual proportion Initial disclosure the share increase shareholder/ Actual number of shares to be shares to be of shares date of the share plan action-in-concert shares increased increased increased increased increase plan implementation parties completion Shengjiu Investment 11,199,085 1.48% Ltd. 47 China Fangda Group Co., Ltd. 2014 Annual Report VII Particulars about the Directors, Supervisors, Senior Management and Employees 1. Changes in shareholding of Directors, Supervisors and Senior Management Number of shares held Increased Decreased Number of Starting End date at shares in shares in shares held Name Position Job status Sex Age date of the of the term beginning this period this period at end of term of the (share) (share) the period period Xiong Chairman, March 31, March 31, In office M 57 1,002,771 0 0 1,002,771 Jianming president 2014 2017 Director, Wang March 31, March 31, vice In office M 57 36,286 0 0 36,286 Shengguo 2014 2017 president Xiong March 31, March 31, Director In office M 46 Jianwei 2014 2017 Director, Zhou secretary March 31, March 31, In office M 52 Zhigang of the 2014 2017 Board Huang Independe March 31, March 31, In office M 52 Yaying nt director 2014 2017 Guo Independe March 31, March 31, In office M 49 Wanda nt director 2014 2017 Independe March 31, March 31, Lin Bin In office M 52 nt director 2014 2017 Supervisor y March 31, March 31, Zhen Hua Committee In office F 55 2014 2017 meeting convener Yin March 31, March 31, Supervisor In office M 46 Changjian 2014 2017 Zen March 31, March 31, Supervisor In office M 45 Xiaowu 2014 2017 48 China Fangda Group Co., Ltd. 2014 Annual Report Vice March 31, March 31, Lin Kebin president In office M 37 2014 2017 and CFO Wei Vice March 31, March 31, In office M 46 Yuexing president 2014 2017 Guo Independe March 25, March 25, Resigned M 53 Jinlong nt director 2011 2014 Shao Independe March 25, March 25, Resigned F 76 Hanqing nt director 2011 2014 March 25, March 25, Yu Guoan Supervisor Resigned M 55 2011 2014 March 25, March 25, Cao Naisi Supervisor Resigned F 36 2011 2014 Yang Vice March 25, March 25, Resigned M 61 Xioazhuan president 2011 2014 Total -- -- -- -- -- -- 1,039,057 0 0 1,039,057 2. Office Description Working experiences of current directors, supervisors and senior management in recent five years Mr. Xiong Jianming: PHD Management; senior engineer; part-time professor of Beijing Institute of Civil Engineering and Architecture and Nanchang University. He was once employed by Jiangxi Provincial Machinery Design Academe, Administration Bureau of Shekou District of Shenzhen government, etc, deputy to the 10th People’s Congress of Guangdong Province, deputy to the 2nd and 3rd People’s Congress of Shenzhen City. He’s now assuming Chairman of the Board and President of the Company, member of the 5th Shenzhen Committee of CPPCC, standing member of the 5th Nanshan Committee of CPPCC, founder and president of the Shenzhen Semiconductor Lighting Association, vice president of the Federation of Shenzhen Industries, vice president of the SGCC, president of the Nanshan Industry and Commerce Association and Honorary Chairman of Shenzhen Nanshan Charity Society. Mr. Wang Shengguo: Master degree; Visiting Scholar from University of Essen, senior engineer. He once held such positions as Chief Engineer of Design Institute of the 2nd Heavy Machinery factory of Machinery Industrial Ministry. Mr. Wang is now a Director and Vice President of the Company. Mr. Xiong Jianwei: MBA. He is now a director of the Company. Mr. Zhou Zhigang, bachelor’s degree. He is currently a Director, Secretary of Board, and head of the Securities Dept and HR Dept. Mr. Huang Yaying, is a master of China University of Political Science and Law, a law professor and licensed lawyer. He is a senior visiting scholar of the Law School of UNSW and Hong Kong University. He is now the president of the Law School and a member of the Diploma Appraisal Committee of Shenzhen University, standing director of the China Academy of Arbitration Law and Institute of China Private International Law, lawyer of the Guangdong Guoxin Law Firm and independent director of the Company. Guo Wanda: Economic PH.D, research. As the executive deputy president of China Development Institute, he has studied in macro-economy, industry policies and enterprise development strategies for years and provided 49 China Fangda Group Co., Ltd. 2014 Annual Report consulting services. He is an independent director of the Company. Lin Bin: economics (accounting) doctor. He is a professor of the Accounting Department of the Management School of Sun Yat-Sen University, director of the Enterprise and Non-Profit Organization Research Center of Sun Yat-Sen University, and was once the director of the Accounting Department of Sun Yat-Sen University and MPACC Education Center. He is a member of the consultant panel of the enterprise internal control standard committee of the Ministry of Finance, deputy president of Guangdong Auditor Society, vice president of the Guangdong Internal Auditor Association. Ms. Zhen Hua: Bachelor degree. She is now Supervisory Committee meeting convener, Chairwoman of Trade Union, Director of President Office and head of the administration department of the Company. Yin Changjian, bachelor's degree, is a CPA. He was only deputy general manager of Beijing branch of Fangda Jianke and is now the deputy director of the audit and supervision dept. He is a staff supervisor. Zeng Xiaowu, master's degree, is a senior engineer. He was once chief engineer, president of the design institution and is now the vide technical supervisor Mr. Lin Kebin, bachelor’s degree. At present he’s the Vice President and CFO of the Company. Wei Yuexing, bachelor's degree, is an engineer. He is now vice president of the Company and general manager of Fangda Jianke Offices held at shareholders entities Whether any Starting date of End date of the remuneration is paid Name Shareholder entity Office the term term at the shareholder entity Xiong October 6, Shengjiu Investment Ltd. Chairman No Jianming 2011 Wang October 19, Shenzhen Shilihe Investment Co., Ltd. Chairman No Shengguo 2006 Wang General September 29, Shenzhen Shilihe Investment Co., Ltd. No Shengguo manager 2003 Xiong Jianwei Shenzhen Shilihe Investment Co., Ltd. Director June 12, 2001 No October 19, Zhou Zhigang Shenzhen Shilihe Investment Co., Ltd. Director No 2006 October 19, Zhen Hua Shenzhen Shilihe Investment Co., Ltd. Supervisor No 2006 Office None description Offices held at other entities Whether any Starting date of End date of the remuneration is paid Name Entity name Office the term term at the shareholder entity Huang Yaying Law School of Shenzhen University Dean July 1, 2009 Yes 50 China Fangda Group Co., Ltd. 2014 Annual Report Huang Yaying Guangdong Guoxin Law Firm Lawyer May 1, 2009 No Shenzhen Zhongzhuang Construction Independent Huang Yaying May 1, 2013 Yes Group Stock Co., Ltd. director Independent October 1, Huang Yaying Han's Laser Technology Co., Ltd. Yes director 2013 Independent December 1, Huang Yaying Shenzhen Airport Stock Co., Ltd. Yes director 2014 Standing General Development Research Institute Guo Wanda deputy July 1, 2007 Yes (China Shenzhen) president Shenzhen Baode Technology Group Stock Independent Guo Wanda June 6, 2008 Yes Co., Ltd. director Shenzhen Meiyingseng Environmental Independent September 21, September 22, Guo Wanda Yes Protection Technology Co., Ltd. director 2010 2016 Sun Yat-Sen University Management October 1, Lin Bin Professor Yes Academy 1998 Guangzhou Baiyun International Airport Independent Lin Bin June 27, 2013 June 26, 2016 Yes Co., Ltd. director Independent Lin Bin Guangzhou Pearl River Beer Co., Ltd. June 19, 2012 Yes director Office The above-mentioned three are independent directors of the Company. description 3. Annual Remunerations of the Directors, Supervisors and Senior Executives Decision making procedures, basis and actual payment of remunerations of the Directors, Supervisors and Senior Executives 1. Remuneration schemes for directors and supervisors are proposed by the Remuneration and Assessment Committee of the Board, and implemented upon approval of the Board and the Shareholders’ Meetings; the remuneration schemes for executives are approved and implemented by the Board. Remuneration for directors and supervisors are decided by the shareholders’ meeting. Remunerations for executives are composed of wages and performance bonus as decided by the Board. Payment on monthly basis Remunerations of the Directors, Supervisors and Senior Executives of the Company During the reporting period In RMB10,000 Total Unpaid Total remuneration remuneration Name Position Sex Age Job status remuneration from the during the shareholding reporting 51 China Fangda Group Co., Ltd. 2014 Annual Report party period Xiong Chairman, M 57 In office 176.33 0 176.33 Jianming president Wang Director, vice M 57 In office 90.92 0 90.92 Shengguo president Xiong Jianwei Director M 46 In office 78.55 0 78.55 Director, Zhou Zhigang secretary of the M 52 In office 63.84 0 63.84 Board Independent Huang Yaying M 52 In office 8 0 8 director Independent Guo Wanda M 49 In office 6 0 6 director Independent Lin Bin M 52 In office 6 0 6 director Supervisory Committee Zhen Hua F 55 In office 53.9 0 53.9 meeting convener Yin Changjian Supervisor M 46 In office 31.54 0 31.54 Zen Xiaowu Supervisor M 45 In office 66.46 0 66.46 Vice president Lin Kebin M 37 In office 78.76 0 78.76 and CFO Wei Yuexing Vice president M 46 In office 75.56 0 75.56 Independent Guo Jinlong M 53 Resigned 2 0 2 director Independent Shao Hanqing F 76 Resigned 2 0 2 director Cao Naisi Supervisor F 36 Resigned 41.61 0 41.61 Yu Guoan Supervisor M 55 Resigned 0.75 0 0.75 Yang Vice president M 61 Resigned 43.75 0 43.75 Xioazhuan Total -- -- -- -- 825.97 0 825.97 Equity incentive programs provided for the Directors, Supervisors and Senior Executives of the Company during the reporting period 52 China Fangda Group Co., Ltd. 2014 Annual Report 4. Changes in the Directors, Supervisors and Senior Executives Name Job Type Date Reason Xiong Jianming Chairman, president Elected March 31, 2014 Expired Wang Shengguo Director, vice president Elected March 31, 2014 Expired Xiong Jianwei Director Elected March 31, 2014 Expired Director, secretary of the Zhou Zhigang Elected March 31, 2014 Expired Board Huang Yaying Independent director Elected March 31, 2014 Expired Guo Wanda Independent director Elected March 31, 2014 Expired Lin Bin Independent director Elected March 31, 2014 Expired Supervisory Committee Zhen Hua Elected March 31, 2014 Expired meeting convener Yin Changjian Supervisor Elected March 31, 2014 Expired Zen Xiaowu Supervisor Elected March 31, 2014 Expired Lin Kebin Vice president and CFO Engaged March 31, 2014 Expired Wei Yuexing Vice president Engaged March 31, 2014 Expired Guo Jinlong Independent director Leaving office March 31, 2014 Expired Shao Hanqing Independent director Leaving office March 31, 2014 Expired Yu Guoan Supervisor Leaving office March 31, 2014 Expired Cao Naisi Supervisor Leaving office March 31, 2014 Expired Yang Xioazhuan Vice president Leaving office March 31, 2014 Expired 5. Core technical team or personnel have remained unchanged in the report period. 6. Employees Employees (by December 31, 2014) Fangda Group (parent) Fangda Jianke Other Total (main subsidiary) subsidiaries Number of employees 72 1,588 1359 3,019 in position Retired employees on 0 0 0 0 the Company’s expense Categories of Fangda Group (parent) Fangda Jianke Other Total professions (main subsidiary) subsidiaries Production 0 552 824 1376 Sales & Marketing 0 63 99 162 53 China Fangda Group Co., Ltd. 2014 Annual Report Technicians 0 258 137 395 Finance & Accounting 8 42 28 78 Executive 64 673 271 1008 Categories of education Fangda Group (parent) Fangda Jianke Other Total (main subsidiary) subsidiaries High school or below 22 677 1040 1739 College diploma 9 299 146 454 Bachelor 32 597 164 793 Master’s degree 8 14 9 31 Doctor’s degree 1 1 0 2 Staff remuneration policy: The Company’s staff remuneration comprises post wage, performance wage, allowance 54 China Fangda Group Co., Ltd. 2014 Annual Report and annual bonus. The Company has set up an economic responsibility assessment system according to the annual operation target and responsibility indicators for all departments. The performance wage is determined by the economic indicators, management indicators, optimization indicators and internal control. The annual bonus is determined by the Company's annual profit and fulfillment of targets set for various departments. The staff remuneration and welfare will be adjusted according to the Company’s business operation and changes in the local standard of living and price index. Staff training plan: The Company has paid continuous attention to training and development of the staff and introduces innovative learning as part of the long-term strategy. We provide training programs through different channels and in different fields for different employees will help them fulfill their works, including new staff training, on-the-job training, operation and management training programs. These programs have largely elevated capabilities of the staff and underpin the success of the Company. In the report period, the total of outsourced labor services amounted to 8.56 million hours, with a total income of RMB256.69 million. 55 China Fangda Group Co., Ltd. 2014 Annual Report VIII Corporation Governance 1. Overview During the report period, the Company strictly complied with the Company Law, Securities Law, Governance Standards for Listed Companies, Shenzhen Stock Exchange Share Listing Rules, Operation Regulations for Listed Companies in the Main Board of Shenzhen Stock Exchange, continued to improve the legal person governance structure and has formulated a series of internal management systems covering various aspects. The Company has set up a comprehensive and effective internal control system in important decision making, related transaction decision making, financial management, HR management, administration, purchase, production and sales management, confidentiality and information disclosure. By the end of the reporting period, the corporate governance complies with the Chinese laws and requirements regarding corporate governance of listed companies issued by CSRC. The corporate governance complies with the Company Law and related requirements of CSRC. Implementation of corporate governance activities and establishment and implementation of insider registration and management system 1. Revision of corporate governance (1) According to the Company Law (2014 Revised), Guidelines for Articles of Association for Listed Companies (2014 Revised), the Company revised the Articles of Associations, Shareholders’ Meeting Criteria, Working Regulations of the Board of Directors and Regulations on External Investment, which were approved at the 2nd extraordinary shareholders’ meeting in 2014 and 1st extraordinary shareholders’ meeting in 2015. The announcements were published on China Securities Journal, Shanghai Securities Daily, Securities Times, HKCD and www.cninfo.com.cn on September 12, 2014 and January 14, 2015. (2) To regulate cash dividend distribution and improve distribution transparency, according to CSRC [2013] No.43 Cash Dividend of Listed Companies, the Company revised profit distribution policies and terms in the Articles of Associations and formulated the Shareholder Return Plan for 2015-2017, which were approved at the 8th meeting of the 7th Board of Directors and 1st extraordinary shareholders’ meeting in 2015. 2. Implementing cash dividend distribution plan Approved at the Shareholders' Meeting 2013 held on March 31, 2014, the Company's profit distribution plan for 2013 is distributing a cash dividend of RMB0.30 (tax-included) for every ten shares of all the shareholders based on a total of 756,909,905 shares on December 31, 2013. The 2013 Share Equity Distribution Implementation Announcement was published on China Securities Journal, Shanghai Securities Daily, Securities Times, HKCD and www.cninfo.com.cn on April 8, 2014. 3. Establishing and implementing insider registration management system The Company has revised the “Information Insider Registration Scheme” according to the requirement of CSRC in February 2012. The revised Information Insider Registration Scheme is published on www.cninfo.com.cn. No situation was found in the report period that any of the insiders had been trading the Company’s shares taking advantages of the material information they could get access to, neither informed by the supervisory 56 China Fangda Group Co., Ltd. 2014 Annual Report authorities regarding inspection or correction notice. 2. Annual and extraordinary shareholder meetings held during the report period 1. Annual shareholder meeting during the report period Resoluti Date of Index for information Meeting Date Proposal on disclosure disclosure (1) Review The Board of Directors’ Work Report 2013; (2) review the Supervisory Committee’s Work Report 2013; (3) review the Annual Report 2013 and the Summary; (4) review the Financial Settlement The announcement of Report 2013; (5) review the proposal of dividend The Resolutions of distribution for year 2013; (6) review the proposal Shareholders’ Annual about applying for integrated bank credit; (special All the Meeting 2013 was 2013 Annual resolution); (7) review the proposal of providing proposal March 31, April 1, published on China Shareholder guarantee for the company’s fully-owned subsidiary; s are 2014 2014 Securities Journal, Meeting (special resolution); (8) review the proposal of approve Shanghai Securities engaging the auditor for 2014; (9) review the d Daily, Securities remuneration plan for the 7th Board of Directors Times, HKCD and (including independent directors) and supervisory www.cninfo.com.cn committee; (10) review the proposal of re-electing the Board of Directors of the Company; (11) review the proposal of re-electing the Supervisory Committee of the Company 2. Extraordinary shareholder meetings during the report period Resoluti Date of Index for information Meeting Date Proposal on disclosure disclosure 1. Proposal on providing guarantee for the Company’s The announcement of 1st 1st fully-owned subsidiaries.(special resolution) 2. The All the Provisional Shareholders’ Provisional proposal of approving Shenzhen Fangda Property proposal Meeting 2014 was published January January Shareholder Development Co., Ltd.’s application for integrated s are on China Securities Journal, 24, 2014 25, 2014 s’ Meeting bank credit and providing of guarantee. (Special approve Shanghai Securities Daily, 2014 resolution) 3. Proposal of Investment in Fangda Town d Securities Times, HKCD and renovation project. www.cninfo.com.cn. 1. The proposal about applying for integrated bank The announcement of 2nd 2nd All the credit; (special resolution) 2. The proposal of Provisional Shareholders’ Provisional proposal September providing guarantee for controlled company; (special September Meeting 2014 was published Shareholder s are 11, 2014 resolution) 3. The proposal on revising the Articles of 12, 2014 on China Securities Journal, s’ Meeting approve Association (special resolution); 4. The proposal of Shanghai Securities Daily, 2014 d Revising Shareholders' Meeting Criteria 5. The Securities Times, HKCD and 57 China Fangda Group Co., Ltd. 2014 Annual Report proposal of Revising Working Regulations of the www.cninfo.com.cn. Board of Directors. 3. No shareholder of preferred shares with recovered votes convened extraordinary shareholders meeting 3. Performance of independent directors during the report period 1. Independent directors presenting of board meetings and shareholders meetings in the report period Independent directors’ presenting of board meetings Time of board Absent for two Name of independent Presented Presented by Presented by meetings should Absent consecutive director personally telecom proxy have attended meetings Huang Yaying 12 9 3 0 0 No Guo Wanda 8 4 2 2 0 No Lin Bin 8 5 2 1 0 No Shao Hanqing 4 2 1 1 0 No Guo Jinlong 4 2 1 1 0 No Time of presence by independent 5 directors at shareholders’ meetings No independent director was absent from two consecutive meetings of the Board of Director in the report period. 2. Independent directors made no objection on related issued of the Company in the report period. 3. Other statement for performance of independent directors Adoption of suggestion proposed by independent directors √ Yes □ No Statement for suggestion adopted or not by the Company (1) During the report period, the Company’s independent directors have paid attention to the Company’s operation and performed their duties independent in accordance with applicable laws, regulations and Articles of Association of the Company and have proposed many professional suggestions for improving the Company’s system and routine operation decision-making. During the report period, independent directors have made independent and just opinion on issues that need independent directors’ opinions, playing positive roles in improving the Company’s supervisory system and protecting the rights and interests of the Company and shareholders. (2) Independent opinions issued in 2014 Type of Disclosure of Time of independent Name Issue involved independent the independent opinion opinion opinion Shao March 7, 2014 Use of the Company’s fund by controlling shareholder In favor Yes 58 China Fangda Group Co., Ltd. 2014 Annual Report Hanqing and other affiliates and guarantee made by the Company Guo Internal control self evaluation report Jinlong Independent opinion on the profit distribution plan for Huang 2013 Yaying Independent opinion of engaging the auditor for 2014 Independent opinion on remuneration of directors and senior executives in 2013 Announcement on Using Self-Owned Idle Fund for Securities Investment Independent opinions on re-election of the Board of Directors and annual remuneration for directors and supervisors March 31, 2014 Independent opinions on employing senior management Use of fund and external guarantees made controlling August 21, 2014 shareholder and other affiliates in the first half of 2014 Independent opinions on private share issuance Huang Independent opinions on Related Transactions of Private Yaying, Share Issuance. Guo Opinions on the utilization report of previously raised Wanda, Lin December 23, 2014 capital Bin Opinions on revising the Articles of Association of China Fangda Group Co., Ltd. Independent opinions on the Shareholders’ Rewarding Plan for the next three years 4. Performance of specific committees under the Board (1) Performance of the Development Strategy Committee During the report period, the Development Strategy Committee of the Company has performed its duties in accordance with the Working Regulations for Development Strategy Committee and played its role in the decision-making process of the Company. Two meetings were convened and details are disclosed as follows: 1. On March 7, 2014, the Company held the 6th meeting of the 6th Development Strategy Commission to listen to the report on production and operation and production and operation plan for 2013 and 2014. 2. On August 22, 2014, the 1st meeting of the Development Strategy Committee of the 7th term of the Board was held to view the Company’s production and operation in the first half of 2014 and studied the fulfillment of the business plan in the first half of the year and places to be improved in the second half. (2) Performance of the Auditing Committee During the report period, five Auditing Committee meetings are held to review issues including the arrangement of audit, regular financial reports, engaging the CFA, and use of the fund raised. Details of the meetings are disclosed as follows: 1. On March 3, 2014, the 15th meeting of the Auditing Committee of the 6th term of the Board was held to review the financial statements with the initial opinion issued by the CFA for 2013 and approved the auditor report issued by the CFA. After the CFA issued to final auditor’s opinion, the Auditing Committee submitted the 59 China Fangda Group Co., Ltd. 2014 Annual Report resolution on the annual financial statements to the Board and issued the summary report on the auditing of the CFA for this year. 5. Performance of Supervisory Committee Risks for the Company discovered by the Supervisory Committee □ Yes √ No No disagreement with supervisory issues by the Supervisory Committee during the report period. 6. Independence of the Company from the controlling shareholder in aspects of businesses, personnel, assets, organizations, and accounting The Company is completely separated from the controlling shareholder in aspects of businesses, personnel, assets, organizations and accounting. The Company has its own completed businesses and capacity of independent business operation. In the aspect of business: the Company has its own purchasing, production, sales, and customer service system which performing independently. There is not any material related transactions occurred with the controlling shareholders. In personnel: The labor management, personnel and salary management are operated independently from the controlling shareholder. The senior managements take salaries from the Company and none of them takes senior management position in the controlling party. In assets: The Company owns its production, supplementary production system and accessory equipments independently, and possesses its own industrial properties, non-patent technologies, and trademark. In organization: The production and business operation, executive management, and department setting are completely independent from the controlling shareholder. No situation of combined office exists. The Company adjusts its organizing structure only for its own practical requirement of development and management. In accounting: The company has its own independent accounting and auditing division, established independent and completed accounting system and management rules, has its own bank account, and exercise its liability of taxation independently. 7. No horizontal competition 8. Assessment and motivation of senior executives The Company has implemented a remuneration system that combines post wage and performance bonus. The wages and bonus are determined by on the assessment of senior executives’ innovation capabilities, general quality, performance, fulfillment of profit and payment collection targets in the Implementation Regulations for 2014 Supervisory and Management Department Target Management and Assessment and Implementation Regulations for 2014 Subordinate Unit Assessment. 60 China Fangda Group Co., Ltd. 2014 Annual Report IX Internal Control 1. Internal Control Construction In 2014, the Company has established a solid internal control system and examine key control activities in accordance with the Enterprise Internal Control Regulations and Guidelines and Internal Control Evaluation Guide issued by the Ministry of Finance. Moreover, the Company has urged subsidiaries and branches to establish and improve the internal control system. The Company has inspected the internal control on business management, capital management, assets management, investment management, information management and HR management and make correction on key internal control points to ensure implementation of the internal control system. Moreover, the Company has accelerated establishment and improvement of internal control system among its subsidiaries and branches to formulate relate documents. In the report period, the Company has established internal control system to cover related business and affairs. The existing system is complete, reasonable and effective with enforceable documents, which will help the Company prevent risks in decision making and management. 2. Boards statement on internal control responsibility The Company has established a comprehensive and effective internal control system and reviews its effectiveness. It is the responsibility of the Board of Directors to disclose the internal control evaluation report. 3. Basis for establishment of the internal financial statement control The financial report internal control system is built based on the Company Law, Enterprise Accounting Principles, Operation Regulations for Listed Companies in the Main Board of Shenzhen Stock Exchange and Basic Regulations on Enterprise Internal Control and other applicable laws and regulations. 4. Internal control valuation report Major internal control defects discovered in the report period in the internal control evaluation report No major defect is found in the report period Date of disclosure of the internal March 27, 2015 control evaluation report Disclosure of the internal control The 2014 Internal Control Evaluation Report will be disclosed on www.cninfo.com.cn. evaluation report 5. Internal Control Audit or Verification Report Comments in the internal control audit report We believe that China Fangda Group has maintained effective internal control on financial reports according to Basic Regulations 61 China Fangda Group Co., Ltd. 2014 Annual Report on Enterprise Internal Control and related regulations on December 31, 2014. Date of disclosure of the internal March 27, 2015 control audit report Source of disclosure of the internal The 2014 Internal Control Audit Report will be disclosed on www.cninfo.com.cn. control audit report Non-standard internal control audit report by the CFA Consistency between the internal control audit report and self-evaluation report 6. Establishment and implementation of the Retrospective Rules of Material False Information in Annual Report The Company has adopted the Retrospective Rules of Material False Information in Annual Report. It will contribute to recognize and process material false in the procedures. The Company has been implementing the regulations diligently and no such material false or omission was found in the report period. 62 China Fangda Group Co., Ltd. 2014 Annual Report X Financial Statements 1. Auditors report Type Standard opinion auditor’s report Issued on March 25, 2015 Auditor Grant Thornton (special general partner) Report No. 致同审字(2015)第 350ZA0071 号 CPA names Lin Kaiqin and Li Chunmei Auditors report 致同审字(2015)第350ZA0071号 To the shareholders of China Fangda Group Co., Ltd.: We have audited the Financial Statements of China Fangda Group Co., Ltd. (“Fangda Group”) attached hereafter, including the Balance Sheet and Consolidated Balance Sheet ended December 31, 2014 and the Income Statement, Consolidated Income Statement, Cash Flow Statement, Consolidated Cash Flow Statement, Statement on Change of Shareholders’ Equity, Consolidated Statement on Change of Shareholders’ Equity of the year 2014, as well as the Notes to the Financial Statements. 1. Executives responsibilities on the Financial Statements Preparing of the Financial Statements according to Enterprise Accounting Standard is the responsibility of the management of the Company. This responsibility includes: (1) to prepare the financial statements according to the accounting standard, and ensure its fair reflection of business position; (2) to design, implement and maintain the internal control system related to producing of the Financial Statements, to prevent the Financial Statements from major false presentation due to cheating or error. 2. Responsibilities of the CPA Our responsibility is to express an auditing opinion on the financial statements basing on our audit. We carried out the auditing works with compliance to Chinese CPA Auditing Standard, which requires us to plan and implement our works on the basis of professional ethic standards, and obtain reasonable guarantee that the Financial Statements are free of major false statements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider the internal control relevant to the entity’s preparation of financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting polices used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 63 China Fangda Group Co., Ltd. 2014 Annual Report audit opinion. 3. Auditors Opinions We believe that Fangda Group has been following with the Enterprise Accounting Standard in preparing of the Financial Statements. The Financial Statements is reflecting, in all important aspects, the financial situation of Fangda Group as of December 31, 2014, and the business performance and cash flow of year 2014. Grand Thornton CPA CPA China Lin Kaiqin (limited liability partnership) CPA China Li Chunmei Beijing, China March 25, 2015 2. Financial statements Unit for statements in notes to financial statements: RMB yuan 1. Consolidated Balance Sheet Prepared by: China Fangda Group Co., Ltd. In RMB Items Closing balance Ending balance Current asset: Monetary capital 212,430,798.87 333,876,921.97 Settlement provision Outgoing call loan Financial assets measured at fair value with variations accounted into 13,410,790.00 current income account Derivative financial assets Notes receivable 83,325,725.70 21,898,770.43 Account receivable 1,105,242,251.46 898,780,981.93 Prepayment 29,234,231.49 28,364,016.21 64 China Fangda Group Co., Ltd. 2014 Annual Report Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 36,387.50 Dividend receivable Other receivables at the end of 48,950,647.67 66,298,730.17 the period Repurchasing of financial assets Inventory 982,441,187.05 428,537,851.82 Assets held for sales Non-current assets due in 1 year Other current assets 234,986,107.72 Total current assets 2,710,021,739.96 1,777,793,660.03 Non-current assets: Disburse of loans Sellable financial assets Investment held until mature Long-term receivable Long-term share equity 11,048,660.43 9,994,565.55 investment Investment real estate 226,279,523.39 195,249,069.13 Fixed assets 489,714,684.63 462,930,269.98 Construction in process 341,749.17 940,841.00 Engineering materials Disposal of fixed assets 26,918.21 177,298.11 Productive biological assets Gas & petrol Intangible assets 98,947,331.09 91,527,650.52 R&D expense Goodwill 26,279,395.89 Long-term amortizable expenses 4,119,362.63 3,799,354.79 Deferred income tax assets 52,616,656.38 41,166,043.56 Other non-current assets 43,323,878.63 15,978,789.90 Total of non-current assets 952,698,160.45 821,763,882.54 65 China Fangda Group Co., Ltd. 2014 Annual Report Total of assets 3,662,719,900.41 2,599,557,542.57 Current liabilities Short-term loans 1,100,000,000.00 369,000,000.00 Loans from Central Bank Deposit received and held for others Call loan received Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Notes payable 227,266,485.57 188,570,850.63 Account payable 685,108,346.73 489,216,140.32 Prepayment received 122,285,231.14 168,386,251.94 Selling of repurchased financial assets Fees and commissions payable Employees’ wage payable 41,703,314.26 30,182,851.80 Taxes payable 58,696,926.25 44,839,947.77 Interest payable 2,055,911.11 689,153.75 Dividend payable Other payables 47,425,682.44 41,687,580.72 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Liabilities held for sales Non-current liabilities due in 1 6,000,000.00 year Other current liabilities Total current liabilities 2,290,541,897.50 1,332,572,776.93 Non-current liabilities: Long-term loans Bond payable Including: preferred share 66 China Fangda Group Co., Ltd. 2014 Annual Report Perpetual capital securities Long-term payable 6,000,000.00 Employees’ wage payable Special payables Anticipated liabilities 5,859,045.98 Deferred earning 10,049,892.04 10,255,823.93 Deferred income tax liabilities 49,734,436.90 40,656,763.97 Other non-current liabilities Total of non-current liabilities 71,643,374.92 50,912,587.90 Total liabilities 2,362,185,272.42 1,383,485,364.83 Owner’s equity: Share capital 756,909,905.00 756,909,905.00 Other interest tools Including: preferred share Perpetual capital securities Capital reserves 79,099,220.38 79,099,220.38 Less: Shares in stock Other miscellaneous income 91,831.63 91,831.63 Special reserves Surplus reserves 48,842,080.76 46,389,142.21 Common risk provisions Retained profit 349,987,825.69 278,149,631.63 Total of owner’s equity belong to the 1,234,930,863.46 1,160,639,730.85 parent company Minor shareholders’ equity 65,603,764.53 55,432,446.89 Total of owners’ equity 1,300,534,627.99 1,216,072,177.74 Total liabilities and shareholders’ equity 3,662,719,900.41 2,599,557,542.57 Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Chen Yonggang 2. Balance Sheet of the Parent Company In RMB Items Closing balance Ending balance 67 China Fangda Group Co., Ltd. 2014 Annual Report Current asset: Monetary capital 22,256,065.49 68,223,808.76 Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Notes receivable Account receivable 511,660.60 604,459.49 Prepayment 50,903.86 218,984.07 Interest receivable Dividend receivable 28,639,627.17 39,356,000.00 Other receivables at the end of 254,604,163.79 571,620,659.73 the period Inventory Assets held for sales Non-current assets due in 1 year Other current assets 31,005,620.01 Total current assets 337,068,040.92 680,023,912.05 Non-current assets: Sellable financial assets Investment held until mature Long-term receivable Long-term share equity 1,130,674,559.01 719,728,311.13 investment Investment real estate 198,513,586.15 174,778,756.62 Fixed assets 60,145,112.89 48,117,849.19 Construction in process 914,126.00 Engineering materials Disposal of fixed assets Productive biological assets Gas & petrol Intangible assets 2,256,575.64 1,351,845.98 R&D expense Goodwill Long-term amortizable expenses 81,367.47 50,314.43 68 China Fangda Group Co., Ltd. 2014 Annual Report Deferred income tax assets 22,623,560.72 12,342,430.37 Other non-current assets 220,000,000.00 Total of non-current assets 1,634,294,761.88 957,283,633.72 Total of assets 1,971,362,802.80 1,637,307,545.77 Current liabilities Short-term loans 350,000,000.00 104,000,000.00 Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Notes payable Account payable 606,941.85 1,849,090.36 Prepayment received 832,772.45 798,586.70 Employees’ wage payable 1,956,875.76 1,881,681.86 Taxes payable 567,424.56 260,761.30 Interest payable 659,266.67 193,930.00 Dividend payable Other payables 270,281,330.40 192,765,065.68 Liabilities held for sales Non-current liabilities due in 1 year Other current liabilities Total current liabilities 624,904,611.69 301,749,115.90 Non-current liabilities: Long-term loans Bond payable Including: preferred share Perpetual capital securities Long-term payable Employees’ wage payable Special payables Anticipated liabilities Deferred earning Deferred income tax liabilities 97,693,047.19 88,615,374.26 69 China Fangda Group Co., Ltd. 2014 Annual Report Other non-current liabilities Total of non-current liabilities 97,693,047.19 88,615,374.26 Total liabilities 722,597,658.88 390,364,490.16 Owner’s equity: Share capital 756,909,905.00 756,909,905.00 Other interest tools Including: preferred share Perpetual capital securities Capital reserves 38,598,565.00 38,598,565.00 Less: Shares in stock Other miscellaneous income 91,831.63 91,831.63 Special reserves Surplus reserves 48,842,080.76 46,389,142.21 Retained profit 404,322,761.53 404,953,611.77 Total of owners’ equity 1,248,765,143.92 1,246,943,055.61 Total liabilities and shareholders’ equity 1,971,362,802.80 1,637,307,545.77 3. Consolidated Income Statement In RMB Items Amount occurred in the current period Occurred in previous period 1. Total revenue 1,938,324,435.51 1,747,620,845.74 Incl. Business income 1,938,324,435.51 1,747,620,845.74 Interest income Insurance fee earned Fee and commission received 2. Total business cost 1,867,564,531.44 1,670,170,512.18 Incl. Business cost 1,590,836,786.02 1,425,369,204.42 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy 70 China Fangda Group Co., Ltd. 2014 Annual Report reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 22,855,639.99 23,272,313.84 Sales expense 44,684,306.70 37,383,041.60 Administrative expense 152,584,713.60 127,254,247.26 Financial expenses 29,165,058.80 23,108,586.39 Asset impairment loss 27,438,026.33 33,783,118.67 Plus: gains from change of fair 32,044,747.10 16,647,859.74 value (“-“ for loss) Investment gains (“-“ for loss) 1,720,693.98 300,866.92 Incl. Investment gains from 1,054,094.88 -5,434.45 affiliates and joint ventures Exchange gains (“-“ for loss) 3. Operational profit (“-“ for loss) 104,525,345.15 94,399,060.22 Plus: non-operational income 16,281,459.18 7,595,856.24 Including: Gain/loss of 3,162,999.40 154,552.62 non-current assets Less: non-operational expenditure 10,623,712.10 1,344,375.30 Incl. Loss from disposal of 1,709,152.13 617,106.70 non-current assets 4. Gross profit (“-“ for loss) 110,183,092.23 100,650,541.16 Less: Income tax expenses 17,493,747.57 19,249,761.60 5. Net profit (“-“ for net loss) 92,689,344.66 81,400,779.56 Net profit attributable to the 96,998,429.76 85,676,863.78 owners of parent company Minor shareholders’ equity -4,309,085.10 -4,276,084.22 6. After-tax net of other miscellaneous -1,108,815.63 income After-tax net of other miscellaneous -1,108,815.63 income attributed to parent owner (1) Other comprehensive gain cannot be classified into gain/loss 1. Changes in net liabilities or net assets of re-measured defined benefit program 71 China Fangda Group Co., Ltd. 2014 Annual Report 2. Share enjoyed in other miscellaneous income cannot be classified into gain/loss under the equity method (2) Other comprehensive gain that -1,108,815.63 will be classified into gain/loss 1. Share enjoyed in other miscellaneous income that will be classified into gain/loss under the equity method 2. Gain/loss caused by changes in the fair value of financial asset for sales 3 Gain/loss caused by reclassification of held-to-maturity investment to financial asset for sales 4. Effective part of cash flow hedging gain/loss (5) Translation difference of foreign exchange statement 6. Others -1,108,815.63 After-tax net of other miscellaneous income attributed to minority shareholders 7. Total of misc. incomes 92,689,344.66 80,291,963.93 Total of misc. incomes attributable 96,998,429.76 84,568,048.15 to the owners of the parent company Total misc gains attributable to the -4,309,085.10 -4,276,084.22 minor shareholders 8. Earnings per share: (1) Basic earnings per share 0.13 0.11 (2) Diluted earnings per share 0.13 0.11 Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Chen Yonggang 4. Income Statement of the Parent Company In RMB Items Amount occurred in the current period Occurred in previous period 72 China Fangda Group Co., Ltd. 2014 Annual Report 1. Turnover 29,609,371.13 45,659,921.07 Less: Operation cost 5,669,281.13 10,980,932.52 Business tax and surcharge 2,420,213.38 3,415,837.54 Sales expense Administrative expense 24,285,538.55 22,773,847.97 Financial expenses 13,398,214.90 10,054,285.40 Asset impairment loss 27,045,993.77 -3,228,252.95 Plus: gains from change of fair 34,897,632.10 16,647,859.74 value (“-“ for loss) Investment gains (“-“ for 29,805,392.25 -5,434.45 loss) Incl. Investment gains from 1,054,094.88 -5,434.45 affiliates and joint ventures 2. Operational profit (“-“ for loss) 21,493,153.75 18,305,695.88 Plus: non-operational income 2,441,486.71 193,478,232.51 Incl. Gain from disposal of 22,719.41 4,918.81 non-current assets Less: non-operational expenditure 608,712.42 442,064.12 Incl. Loss from disposal of 207,212.42 37,992.07 non-current assets 3. Gross profit (“-“ for loss) 23,325,928.04 211,341,864.27 Less: Income tax expenses -1,203,457.42 52,395,871.61 4. Net profit (“-“ for net loss) 24,529,385.46 158,945,992.66 5. After-tax net of other miscellaneous -1,108,815.63 income (1) Other comprehensive gain cannot be classified into gain/loss 1. Changes in net liabilities or net assets of re-measured defined benefit program 2. Share enjoyed in other miscellaneous income cannot be classified into gain/loss under the equity method (2) Other comprehensive gain that -1,108,815.63 will be classified into gain/loss 1. Share enjoyed in other 73 China Fangda Group Co., Ltd. 2014 Annual Report miscellaneous income that will be classified into gain/loss under the equity method 2. Gain/loss caused by changes in the fair value of financial asset for sale (3) Gain/loss caused by reclassification of held-to-maturity investment to financial asset for sales (4) Effective part of cash flow hedging gain/loss (5) Translation difference of foreign exchange statement 6. Others -1,108,815.63 (6) Total of misc. incomes 24,529,385.46 157,837,177.03 (7) Earnings per share: (1) Basic earnings per share (2) Diluted earnings per share 5. Consolidated Cash Flow Statement In RMB Items Amount occurred in the current period Occurred in previous period 1. Net cash flow from business operations: Cash received from sales of 1,651,025,342.09 1,763,447,209.35 products and providing of services 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 74 China Fangda Group Co., Ltd. 2014 Annual Report Net increase in financial assets measured at fair value with variations accounted into current income account Cash received as interest, processing fee, and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax refunded 1,735,709.16 1,935,388.44 Other cash received from 31,286,645.67 41,052,740.68 business operation Sub-total of cash inflow from business 1,684,047,696.92 1,806,435,338.47 operations Cash paid for purchasing 1,796,240,670.15 1,313,329,311.49 products and services 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 and for the staff 225,245,085.75 167,796,650.09 Taxes paid 86,882,633.93 78,014,776.44 Other cash paid for business 133,573,236.53 90,749,980.14 activities Sub-total of cash outflow from business 2,241,941,626.36 1,649,890,718.16 operations Cash flow generated by business -557,893,929.44 156,544,620.31 operations, net 2. Cash flow generated by investment: Cash received from investment 294,000,000.00 120,000,000.00 recovery Cash received as investment profit 2,144,844.81 306,301.37 Net cash retrieved from disposal 5,912,795.35 179,704.00 75 China Fangda Group Co., Ltd. 2014 Annual Report of fixed assets, intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash 65,500.00 429,055.00 received Sub-total of cash inflow generated from 302,123,140.16 120,915,060.37 investment Cash paid for construction of fixed assets, intangible assets and other 33,875,128.34 40,911,829.63 long-term assets Cash paid as investment 538,263,675.00 130,000,000.00 Net increase of loan against pledge Net cash paid for acquiring 15,702,424.87 subsidiaries and other operational units Other cash paid for investment 331,500.00 1,659,058.00 Subtotal of cash outflows 588,172,728.21 172,570,887.63 Cash flow generated by investment -286,049,588.05 -51,655,827.26 activities, net 3. Cash flow generated by financing activities: Cash received from investment Incl. Cash received from investment attracted by subsidiaries from minority shareholders Cash received from borrowed 1,303,817,100.01 529,000,000.00 loans Cash received from bond placing Other cash received from financing activities Subtotal of cash inflow from financing 1,303,817,100.01 529,000,000.00 activities Cash paid to repay debts 575,000,000.00 540,000,000.00 Cash paid as dividend, profit, or 67,732,507.84 48,354,192.64 interests Incl. Dividend and profit paid by subsidiaries to minority shareholders 76 China Fangda Group Co., Ltd. 2014 Annual Report Other cash paid for financing activities Subtotal of cash outflow from financing 642,732,507.84 588,354,192.64 activities Net cash flow generated by financing 661,084,592.17 -59,354,192.64 activities 4. Influence of exchange rate changes 259,902.13 -464,717.89 on cash and cash equivalents 5. Net increase in cash and cash -182,599,023.19 45,069,882.52 equivalents Plus: Balance of cash and cash 285,237,255.38 240,167,372.86 equivalents at the beginning of term 6. Balance of cash and cash equivalents 102,638,232.19 285,237,255.38 at the end of the period 6. Cash Flow Statement of the Parent Company In RMB Items Amount occurred in the current period Occurred in previous period 1. Net cash flow from business operations: Cash received from sales of 25,532,652.79 44,496,139.39 products and providing of services Tax refunded Other cash received from 535,560,936.32 580,085,321.10 business operation Sub-total of cash inflow from business 561,093,589.11 624,581,460.49 operations Cash paid for purchasing 6,265,876.89 12,790,698.85 products and services Cash paid to and for the staff 12,900,103.54 10,045,800.12 Taxes paid 2,806,998.73 4,659,170.87 Other cash paid for business 144,910,876.80 217,012,897.35 activities Sub-total of cash outflow from business 166,883,855.96 244,508,567.19 operations Cash flow generated by business 394,209,733.15 380,072,893.30 operations, net 77 China Fangda Group Co., Ltd. 2014 Annual Report 2. Cash flow generated by investment: Cash received from investment 20,000,000.00 recovery Cash received as investment profit 39,860,211.87 Net cash retrieved from disposal of fixed assets, intangible assets, and 66,000.00 33,241,974.20 other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow generated from 59,926,211.87 33,241,974.20 investment Cash paid for construction of fixed assets, intangible assets and other 3,257,461.79 1,359,102.96 long-term assets Cash paid as investment 707,011,633.00 50,000,000.00 Net cash paid for acquiring subsidiaries and other operational units Other cash paid for investment Subtotal of cash outflows 710,269,094.79 51,359,102.96 Cash flow generated by investment -650,342,882.92 -18,117,128.76 activities, net 3. Cash flow generated by financing activities: Cash received from investment Cash received from borrowed 446,000,000.00 194,000,000.00 loans Cash received from bond placing Other cash received from financing activities Subtotal of cash inflow from financing 446,000,000.00 194,000,000.00 activities Cash paid to repay debts 200,000,000.00 470,000,000.00 Cash paid as dividend, profit, or 35,741,367.15 43,525,867.31 interests Other cash paid for financing activities 78 China Fangda Group Co., Ltd. 2014 Annual Report Subtotal of cash outflow from financing 235,741,367.15 513,525,867.31 activities Net cash flow generated by financing 210,258,632.85 -319,525,867.31 activities 4. Influence of exchange rate changes -93,226.35 3,306.69 on cash and cash equivalents 5. Net increase in cash and cash -45,967,743.27 42,433,203.92 equivalents Plus: Balance of cash and cash 67,973,808.76 25,540,604.84 equivalents at the beginning of term 6. Balance of cash and cash equivalents 22,006,065.49 67,973,808.76 at the end of the period 7. Statement of Change in Owners Equity (Consolidated) Amount of the Current Term In RMB Current period Owners’ Equity Attributable to the Parent Company Other interest tools Minor Perpet Total of Items Other Commo ual Less: shareho Share Prefer Capital miscella Special Surplus n risk Retaine owners’ capita Other Shares lders’ capital red reserves neous reserves reserves provisio d profit equity l s in stock equity shares income ns securi ties 756,90 1,216,0 1. Balance at the 79,099, 91,831. 46,389, 278,149 55,432, 9,905. 72,177. end of last period 220.38 63 142.21 ,631.63 446.89 00 74 Plus: Changes in accounting policies Correction of previous errors Under common control Others 79 China Fangda Group Co., Ltd. 2014 Annual Report 2. Balance at the 756,90 1,216,0 79,099, 91,831. 46,389, 278,149 55,432, beginning of 9,905. 72,177. 220.38 63 142.21 ,631.63 446.89 current period 00 74 3. Amount of change in current 2,452,9 71,838, 10,171, 84,462, term (“-“ for 38.55 194.06 317.64 450.25 decrease) (1) Total of misc. 96,998, -4,309,0 92,689, incomes 429.76 85.10 344.66 (2) Investment or 16,000, 16,000, decreasing of 000.00 000.00 capital by owners 1. Common shares 16,000, 16,000, invested by 000.00 000.00 shareholders 2. Capital invested by other equity tool holders 3. Amount of shares paid and accounted as owners’ equity 4. Others (3) Profit 2,452,9 -25,160, -22,707, allotment 38.55 235.70 297.15 1. Providing of 2,452,9 -2,452,9 surplus reserves 38.55 38.55 2. Common risk provision 3. Allotment to the -22,707, -22,707, owners (or 297.15 297.15 shareholders) 4. Others (4) Internal transferring of owners’ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of 80 China Fangda Group Co., Ltd. 2014 Annual Report surplus reserves (or to capital shares) 3. Making up losses by surplus reserves 4. Others (5) Special reserves 1. Provided this year 2. Used this term -1,519,5 -1,519,5 (6) Others 97.26 97.26 756,90 1,300,5 4. Balance at the 79,099, 91,831. 48,842, 349,987 65,603, 9,905. 34,627. end of this period 220.38 63 080.76 ,825.69 764.53 00 99 Amount of the Previous Term In RMB Last period Owners’ Equity Attributable to the Parent Company Other interest tools Perpet Minor Other Commo Total of Items Less: shareho ual owners’ Share Prefer Capital miscella Special Surplus n risk Retaine Shares lders’ capita Other equity capital red reserves neous reserves reserves provisio d profit in stock equity l s shares income ns securi ties 756,90 1,158,3 1. Balance at the 79,099, 1,200,6 30,494, 230,907 59,708, 9,905. 20,726. end of last period 220.38 47.26 542.94 ,879.99 531.11 00 68 Plus: Changes in accounting policies Correction of previous errors Under 81 China Fangda Group Co., Ltd. 2014 Annual Report common control Others 2. Balance at the 756,90 1,158,3 79,099, 1,200,6 30,494, 230,907 59,708, beginning of 9,905. 20,726. 220.38 47.26 542.94 ,879.99 531.11 current period 00 68 3. Amount of change in current -1,108,8 15,894, 47,241, -4,276, 57,751, term (“-“ for 15.63 599.27 751.64 084.22 451.06 decrease) (1) Total of misc. -1,108,8 85,676, -4,276, 80,291, incomes 15.63 863.78 084.22 963.93 (2) Investment or decreasing of capital by owners 1. Common shares invested by shareholders 2. Capital invested by other equity tool holders 3. Amount of shares paid and accounted as owners’ equity 4. Others (3) Profit 15,894, -38,435, -22,540, allotment 599.27 112.14 512.87 1. Providing of 15,894, -15,894, surplus reserves 599.27 599.27 2. Common risk -22,540, -22,540, provision 512.87 512.87 3. Allotment to the owners (or shareholders) 4. Others (4) Internal transferring of owners’ equity 1. Capitalizing of capital reserves (or 82 China Fangda Group Co., Ltd. 2014 Annual Report to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3. Making up losses by surplus reserves 4. Others (5) Special reserves 1. Provided this year 2. Used this term (6) Others 756,90 1,216,0 4. Balance at the 79,099, 91,831. 46,389, 278,149 55,432, 9,905. 72,177. end of this period 220.38 63 142.21 ,631.63 446.89 00 74 8. Statement of Change in Owners Equity (Parent Company) Amount of the Current Term In RMB Current period Other interest tools Perpetu Other Less: Total of Items Share al Capital miscellan Special Surplus Retaine Preferre Shares in owners’ capital capital Others reserves eous reserves reserves d profit d shares stock equity securiti income es 1. Balance at the 756,909, 38,598,56 46,389,14 404,953 1,246,943 91,831.63 end of last period 905.00 5.00 2.21 ,611.77 ,055.61 Plus: Changes in accounting policies Correction of previous errors Others 83 China Fangda Group Co., Ltd. 2014 Annual Report 2. Balance at the 756,909, 38,598,56 46,389,14 404,953 1,246,943 beginning of 91,831.63 905.00 5.00 2.21 ,611.77 ,055.61 current period 3. Amount of change in current 2,452,938 -630,85 1,822,088 term (“-“ for .55 0.24 .31 decrease) (1) Total of misc. 24,529, 24,529,38 incomes 385.46 5.46 (2) Investment or decreasing of capital by owners 1. Common shares invested by shareholders 2. Capital invested by other equity tool holders 3. Amount of shares paid and accounted as owners’ equity 4. Others (3) Profit 2,452,938 -25,160, -22,707,2 allotment .55 235.70 97.15 1. Providing of 2,452,938 -2,452,9 surplus reserves .55 38.55 2. Allotment to the -22,707, -22,707,2 owners (or 297.15 97.15 shareholders) 3. Others (4) Internal transferring of owners’ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital 84 China Fangda Group Co., Ltd. 2014 Annual Report shares) 3. Making up losses by surplus reserves 4. Others (5) Special reserves 1. Provided this year 2. Used this term (6) Others 4. Balance at the 756,909, 38,598,56 48,842,08 404,322 1,248,765 91,831.63 end of this period 905.00 5.00 0.76 ,761.53 ,143.92 Amount of the Previous Term In RMB Last period Other interest tools Perpetu Other Less: Total of Items Share al Capital miscellan Special Surplus Retaine Preferre Shares in owners’ capital capital Others reserves eous reserves reserves d profit d shares stock equity securiti income es 1. Balance at the 756,909, 38,598,56 1,200,647 30,494,54 284,442 1,111,646 end of last period 905.00 5.00 .26 2.94 ,731.25 ,391.45 Plus: Changes in accounting policies Correction of previous errors Others 2. Balance at the 756,909, 38,598,56 1,200,647 30,494,54 284,442 1,111,646 beginning of 905.00 5.00 .26 2.94 ,731.25 ,391.45 current period 3. Amount of change in current -1,108,81 15,894,59 120,510 135,296,6 term (“-“ for 5.63 9.27 ,880.52 64.16 decrease) 85 China Fangda Group Co., Ltd. 2014 Annual Report (1) Total of misc. -1,108,81 158,945 157,837,1 incomes 5.63 ,992.66 77.03 (2) Investment or decreasing of capital by owners 1. Common shares invested by shareholders 2. Capital invested by other equity tool holders 3. Amount of shares paid and accounted as owners’ equity 4. Others (3) Profit 15,894,59 -38,435, -22,540,5 allotment 9.27 112.14 12.87 1. Providing of 15,894,59 -15,894, surplus reserves 9.27 599.27 2. Allotment to the -22,540, -22,540,5 owners (or 512.87 12.87 shareholders) 3. Others (4) Internal transferring of owners’ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3. Making up losses by surplus reserves 4. Others (5) Special reserves 86 China Fangda Group Co., Ltd. 2014 Annual Report 1. Provided this year 2. Used this term (6) Others 4. Balance at the 756,909, 38,598,56 46,389,14 404,953 1,246,943 91,831.63 end of this period 905.00 5.00 2.21 ,611.77 ,055.61 III. General Information China Fangda Group Co., Ltd. (hereinafter referred to as “the Company” or "Fangda") was established by restructuring Shenzhen Fangda Construction Material Co., Ltd. with the approval Shenzhen Government Office Doc. No. (1995) in October 1995. The Registration No. of the Company’s business license is: 440301501124785; with a registered capital of RMB756,909,905; registered address: Fangda Building, Kejinan Road 12, High-tech Zone, Shenzhen. Mr. Xiong Jianming is the legal representative. The Company issued foreign currency shares (B shares) and local currency shares (A shares) and listed in November 1995 and April 1996 respectively in Shenzhen Stock Exchange. The Company has established a corporate governance structure that comprises shareholders’ meeting, board of directors and supervisory committee. Currently, the Company sets up the President Office, Administrative Department, HR Department, Enterprise Management Department, Financial Department, Audit and Supervisory Department, Securities Department, Technology Department and IT Department and has established subsidiaries including Fangda Decoration, Fangda Automatic, Fangda New Material, Shenyang Fangda and Fangda Property. Business nature and main business activities of the Company and its subsidiaries (collectively referred to "the Group") include (1) curtain wall segment, production and sales of curtain wall materials, construction curtain wall design, production and installation; (2) rail transport segment, assembly and processing of metro screen doors; (3) real estate development segment, develop and operate real estate projects on land with legal land use rights; property management; (4) new energy segment, R&D, installation and sales of PV devices, design and construction of PV power plants; R&D, design, production, sales and installation of lighting electric accessories and other lighting devices, LED products and hardware products. The financial statements and notes are approved at the 9th meeting of the 7th term of the Board held on March 25, 2015. The consolidation scope of financial statements in this report period includes the Company and all subsidiaries. New entities incorporated in this report period include Shenzhen Fangda New Energy Co., Ltd., Guangdong Fangda SOZN Lighting Co., Ltd., Shihui International Holding Co., Ltd. During the report period, subsidiary Shenzhen Fangda Yide New Material Co., Ltd. was de-registered. See Note VIII. Changes to the Consolidation Scope and Note IX. Disclosure of Interest in Other Entities for details. 87 China Fangda Group Co., Ltd. 2014 Annual Report IV Basis for the preparation of financial statements 1. Preparation basis The financial report is prepared based on enterprise accounting standards issued by the Ministry of Finance and application guide, interpretation and other related provision (collectively “Enterprise Accounting Standards”). The Group has also disclosed related financial information according to the requirement of the Regulations of Information Disclosure No.15 – General Provisions for Financial Statements (Revised in 2014) issued by the CSRC. 2. Continuous operation The Company is capable of continuous operation. The financial statement is prepared based on continuous operation. The Group's audit is based on the accrual basis. Except for some financial instruments and property held for investment, the financial statements are prepared based on historical costs. In case of any asset impairment, the impairment provision will be made as required. V Significant Accounting Policies and Estimates Specific accounting policy and assumption prompt: 1. Statement of compliance to the Accounting Standards for Business Enterprises The financial report and statements are prepared with compliance to the requirement of the Enterprise Accounting Standards. They reflect the financial position as of December 31, 2014, and business performance and cash flow situation in Year 2014 of the Company frankly and completely. 2. Fiscal period The fiscal year of the Group is the solar calendar year, that is from January 1 to December 31. 3. Operating period The operating period of the Group is 12 months. 4. Bookkeeping standard money The Group takes RMB as the standard currency for bookkeeping. 4. Accounting treatment of the entities under common and different control (1) Consolidation of entities under common control Assets and liabilities obtained by the merging party are calculated at their book value with the merged parties at 88 China Fangda Group Co., Ltd. 2014 Annual Report the merger day in the final controller’s consolidated financial statements in addition to the adjustment made given the difference in accounting policies. The differences between the book value of net assets and the book value of consideration price (or the total of face value of share issued) are adjusted to the capital reserve (share capital premium). If the share capital premium is not enough to offset the difference, it will be adjusted to the retained gains. (2) Consolidation of entities under different control For merger of entities under different control, the merger cost is the fair value of the asset paid, liability undertaken, and equity securities issued for exchanging of control power over the entities at the day of acquisition. On the acquisition day, the assets and liabilities (if any) acquired by the Company from the acquired party are recognized on the fair value. If the merger costs exceed the fair value of the recognizable net assets of the acquired party in the merger, it is recognized as goodwill and measured based the costs after the accumulative impairment provision is deducted; if the fair value exceeds the costs, it is included in the income statement for the period after being re-examined. Involved amount or consideration is included in consolidated cost at the fair value on the day of acquisition. Where the value needs to be adjusted based on the amount on the date of acquisition 12 months later, the consolidated goodwill should be adjusted accordingly. (3) Treatment of transaction fees in merger Agency expenses and other administrative expenses such as auditing, legal consulting, or appraisal services occurred relating to the merger of entities are accounted into current income account when occurred. The transaction fees of equity certificates or liability certificates issued by the purchaser for payment for the acquisition are accounted at the initial amount of the certificates. 6. Preparation of Consolidated Financial Statements (1) Consolidation scope The consolidation scope of consolidated financial statements is determined based on control. Control refers to a power possessed by the Group on invested entities, the power of enjoying variable return by participating in activities conducted by invested entities, and capabilities of using the power to change the returns. Subsidiaries are enterprises controlled by the Company. (2) Preparation of Consolidated Financial Statements Consolidated financial statements are prepared by the Company based on financial statements of the Company and subsidiaries and according to other related information. During preparation of consolidated financial statements, the accounting policies and period of the Company and subsidiaries must be the same. Major transactions and balances between companies are offset. Subsidiaries and businesses newly incorporated under the same control during the report period are considered incorporated in the consolidation scope since the date on which they are controlled. Business results and cash flows are consolidated in the consolidated income and cash flow statements since the same date. 89 China Fangda Group Co., Ltd. 2014 Annual Report Incomes, expenses and profits of subsidiaries and businesses newly incorporated under different control and their businesses are consolidated from the date of acquisition and end of the report period in the consolidated income statement, with cash flows consolidated in the consolidated cash flow statement. The part of the shareholders’ equity in subsidiaries not owned the Company are separately listed under the shareholders’ equity as minority shareholders’ equity in the consolidated balance sheet. The part of the subsidiaries’ net profits and losses for the current period that belongs to minority shareholders is listed as minority shareholders’ profits and losses under net profit in the consolidated income statement. If the losses of subsidiaries shared by the minority shareholders exceed the part of the owners’ equity of the subsidiaries at the beginning of the period, the excessive part will offset the minority shareholders’ equity. 7. Recognition of cash and cash equivalents Cash refers to cash on hand and deposits that can be used at any time for payment. Cash equivalent refers to the investments with short term, strong liquidity and small risk of value fluctuation that are held by the Group and easily converted into cash with known amount. 8. Foreign exchange business and foreign exchange statement translation Trades of the Group made in foreign currencies are translated into RMB basing on the spot exchange rate on the date when the trade is conducted. At the balance sheet date, foreign currency items are translated on the spot exchange rate of the balance sheet date. The exchange differences caused by the difference in exchange rates on the balance sheet date and initial recognizing date or previous balance sheet date are included in the current profits and losses. Non-monetary items accounted in foreign currency and on historical costs are exchanged with the spot exchange rate on the transaction date. Non-monetary items accounted in foreign currency and on fair value are exchanged with the spot exchange rate on the determination date of the fair value. The exchange difference between the accounting standard-currency amount and the original accounting standard-currency amount are included in the current profits and losses. 9. Financial instrument Financial instrument refers to a company’s financial assets and contracts that form other units of financial liabilities or equity instruments. (1) Recognition and derecognition of financial instrument The Group recognizes a financial asset or liability when it becomes one party in the financial instrument contract. Financial asset is derecognized when: (1) The contractual right to receive the cash flows of the financial assets is terminated; (2) The financial asset is transferred and meets the following derecognition condition. When partial or all of the current responsibilities attached to such financial liabilities, the partial or all of the 90 China Fangda Group Co., Ltd. 2014 Annual Report financial liabilities are derecognized. When the Group (debtor) and creditor enter into an agreement to replace the existing financial liabilities by undertaking new financial liabilities and the contract terms for the new financial liabilities are essentially different from those for the existing one, the existing financial liabilities will be derecognized and new financial liabilities will be recognized. Financial asset transactions in regular ways are recognized and de-recognized on the transaction date. (2) Classification and measurement of financial assets Financial assets of the Group are categorized as: financial assets measured at fair value with variations accounted into current income account and account receivables. Financial assets are measured at the fair value at the initial recognition. For financial assets measured at fair value with variations accounted into current income account, related transaction expenses are accounted into the current income. For other financial assets, the related transaction expenses are accounted into the initial recognized amounts. Financial assets measured at fair value with variations accounted into current income account It includes transactional financial assets and financial assets measured by fair value and with variations accounted into current gain/loss account at initial recognition. The financial assets are further measured by fair value with the gain/loss created by variations in fair value and related dividends and interest accounted into the current gain/loss account. Receivables Receivables refer to non-derivative financial assets without quotations but with fixed recoverable amount or can be confirmed, including receivable accounts and other receivables (Note V. 10). Receivables adopt the effective interest method and are further measured by amortized cost. Gain/loss generated at final recognition, impairment or amortization is accounted into the current gain/loss account. 91 China Fangda Group Co., Ltd. 2014 Annual Report (3) Classification and measurement of financial liabilities The Group’s financial liabilities are mainly other financial liabilities Other financial liabilities adopt the effective interest method and are further measured by amortized cost. Gain/loss generated at final recognition or amortization is accounted into the current gain/loss account. (4) Fair value of financial instrument See Note V 29 for the method of determining fair value of financial assets and liabilities. (5) Impairment of financial assets Financial assets measured at fair value with variations accounted into current income account. The Group checks the book value of financial assets on the balance sheet date. Impairment provision will be made in case of objective evidence proving impairment to the financial assets. Objective evidence proving impairment to the financial assets refers to events actually occur after the initial recognition of financial assets, with influence on the estimated future cash flows of the financial assets and can be reliably measured by the Company. Objective evidence providing impairment to financial assets includes: ① Severe financial difficulties for the issuer or debtor; ② The debtor violates a contract, for example delaying in paying interest or principal; ③ The Group makes concessions for the debtor with financial difficulties for economic or legal reasons; ④ The debtor is likely to go into liquidation or other financial reorganization; ⑤ The financial assets cannot be traded in an active market due to severe financial difficulties of the issuer; ⑥ It is un-recognizable whether the cash flow of an asset in a group of financial assets decreases, but the estimated future cash flow has decreased since the first recognition of the group of financial assets based on general evaluation of open data and the decrease can be measured, including: - The repaying capability of the debtor of the group of financial assets continues worsening; - The group of financial assets may not be settled due to economic status of the country or district whether the debtor is located; ⑦ The equity instrument may not be recovered due to material adverse changes to technical, market, economic or legal status of the debtor; ⑧ Other objective evidence proving impairment to financial assets Financial assets measured at amortized cost If there is objective evidence proving impairment to the financial assets, the book value of the financial assets will be written down to the present value of the estimated future cash flow (excluding undiscovered future credit loss). The write-down amount is accounted into the current gain/loss account. The present value of the estimated 92 China Fangda Group Co., Ltd. 2014 Annual Report future cash flow is determined by the original effective discount rate with the value of the guarantee considered. Conduct impairment test separately for major financial assets. If there is objective evidence suggesting impairment, determine the impairment loss and account it into the current gain/loss account. Conduct impairment test for other financial assets including financial assets combination with similar credit risk features. Test financial assets without impairment separately (including major and minor financial assets) and conduct impairment test in the financial assets combination with similar credit risk features. Conduct impairment test for financial assets separately recognized as impaired excluding financial assets combination with similar credit risk features. After the Group recognizes impair loss to financial assets measured by amortized cost, if there is object evidence suggesting that the value of the financial assets is restored objectively due to an event after the loss, the recognized impairment loss can be reversed and accounted into the current gain/loss account. The book value after the reversal must not exceed the amortized cost of the financial assets on the reversal date assuming that no impairment provision was made. 93 China Fangda Group Co., Ltd. 2014 Annual Report (6) Transfer of financial assets The transfer of financial assets refers to transferring or delivering the financial assets to another party (receiver) other than the issuing party of the financial assets. Recognition of the financial asset is terminated as soon as all of the risks and rewards attached to the financial asset have been transferred to the receiver. Whereas if all of the risks and rewards attached to the financial assets are reserved, recognition of the financial asset shall not be terminated. When the Group neither transfers nor reserve almost all risks and rewards attached to the financial assets, it will be handled as: When the controlling power over the financial asset is given up, the financial assets will be derecognized and the generated assets and liabilities will be recognized; when the controlling power is not given up, financial asset and related liability shall be recognized according to the extend the Group is involving in the financial asset. (7) Offsetting of financial assets and liabilities When the Group has the legal right to offset recognized financial assets and liabilities and can exercise the right, and the Group plans to set them in net value or realize the financial assets or repay the financial liabilities, the financial assets and liabilities are presented in the balance sheet by their amounts after offsetting. Financial assets and liabilities other than the above-mentioned circumstance are presented in the balance sheet separately and are not offset. 10. Receivables (1) Receivables with major individual amount and bad debt provision provided individually For the current year, the Company recognizes project receivables over RMB8 million (inclusive) as “individual receivable with large amount” while recognizes product receivables over RMB2 Judging basis or standard of major individual amount million (included) as “individual receivable with large amount” and other receivables over RMB1 million (included) as “individual receivable with large amount”. The Company performs impairment examination individually on each large amount receivables, and recognizes impairment and Provision method for account receivable with major individual provides bad debt provision when the impairment is recognized amount and bad debt provision provided individually based on objective evidence. Those not impaired are accounted along with the minor amount receivables and recognized in risk groups. (2) Recognition and providing of bad debt provisions on groups Group Method of bad debt provision Account age Aging method 94 China Fangda Group Co., Ltd. 2014 Annual Report Receivable accounts consolidated Other method Receivables adopting the aging method in the group √ Applicable □ Inapplicable Age Providing rate for receivable account Providing rate for other receivables Within 1 year (inclusive) 3.00% 3.00% 1-2 years 10.00% 10.00% 2-3 years 30.00% 30.00% Over 3 years 50.00% 50.00% Receivables adopting the balance percentage method in the group □ Applicable √ Inapplicable Receivables adopting other methods in the group □ Applicable √ Inapplicable (3) Receivables with minor individual amount and bad debt provision provided individually Reasons for separate bad debt provision Long account age or deterioration of customer creditability According to the difference between the present value of future Method of bad debt provision cash flow and the book value 11. Inventories (1) Classification of inventories The Group’s inventories include purchased materials, raw materials, low-value consumables, OEM materials, products in process, semi-finished goods, finished goods, inventory, development cost, and construction in process. (2) Pricing of inventory Inventories are measured at cost when procured. Raw materials, products in process, commodity stocks and goods shipped in transit are measured by the weighted average method. Construction contracts are measured by the effective cost, including direct and indirect expenses generated before the contracts are fulfilled. Costs generated and recognized accumulatively by construction in process and settled payment are listed in the balance sheet as offset net amounts. The excessive part of the sum of the generated costs and recognized gross profit (loss) over the settled payment is listed inventories; the excessive part of the settled payment over the sum of the generated costs and recognized gross profit (loss) is listed as the prepayment received. Travel and bidding expenses generated by execution of contracts, if they can be separated and reliably measured and it is likely to enter into contracts, are accounted as the contract cost when the contracts are entered into; or into the current gain/loss account if the conditions are not met. 95 China Fangda Group Co., Ltd. 2014 Annual Report The actual costs of development include land transfer payment, infrastructure and facility costs, installation engineering costs, borrows before completion of the development and other costs during the development process. (3) Recognition of inventory realizable value and providing of impairment provision 12. Assets held for sales 13. Long-term share equity investment (1) Recognition of initial investment costs The investment cost of long-term share equity investment formed by entities under common control is the share of the book value of the owner's equity of the merged party on the date of the merger. The investment cost of long-term share equity investment formed by entities under different control is the merger cost on the date of the merger. For other long-term investment: for those obtained with cash, the initial investment cost is the purchase price. 2. Subsequent measurement and recognition of gain/loss Long-term equity investments in which the Group can control invested entities are accounted using the cost method; investment in affiliates is accounted using the equity method. For the long-term equity investment measured on the cost basis, the profit distributed by the invested entity is recognized as investment gains in the current gain/loss account. When the equity method is used, the current investment gain is the share of the net gain realized in the current year that can be shared or borne. (3) Basis for recognition of major influence on invested entities Major influence refers to the power to participate in decision-making of financial and operation policies of a company, but cannot control or jointly control the making of the policies. When determining whether major influence can be added on the invested entity, it should be considered whether the investor directly or indirectly holds voting shares of the invested entity and the investor and the impacts that can be created by switching potential votes held by the investor and other parties into shares of the invested entity, including exchangeable warrants, share options, exchangeable corporate bonds issued by the invested entity. If the Company directly or through subsidiaries holds more than 20% (inclusive) but less than 50% of the shares with voting rights of the invested entity, unless there is clear evidence proving that the Company cannot participate the decision-making of production and operation of the invested entity, the Company has major influence on the invested entity; If the Group directly or through subsidiaries holds less than 20% (exclusive) of the shares with voting rights of the invested entity, unless there is clear evidence proving that the Group participates the decision-making of production and operation of the invested entity, the Group does not have major influence on the invested entity. (4) Impairment examination and providing of impairment provision See Note V, 19 for the assets impairment provision method for investment in subsidiaries and joint 96 China Fangda Group Co., Ltd. 2014 Annual Report ventures. 14. Investment real estates Measuring method for investment real estate Measured at fair value Measuring basis Investment real estates of the Company are buildings leased. For investment real estate with an active real estate transaction market and the Company can obtain market price and other information of same or similar real estate to reasonably estimate the investment real estates’ fair value, the Company will use the fair value mode to measure the investment real estate subsequently. Variations in fair value are accounted into the current gain/loss account. The fair value of investment real estate is determined with reference to the current market prices of same or similar real estates in active markets; when no such price is available, with reference to the recent transaction prices and consideration of factors including transaction background, date and district to reasonably estimate the fair value; or based on the estimated lease gains and present value of related cash flows. For an investment real estate whose fair value is proven unable to be obtained continuously and reliably by objective evidence, the real estate will be measured at cost basis until it is disposed and no residual value remains as assumed. The difference of the proceeds from sales, transfer, retirement or destruction of investment real estate with book value and related taxes deducted is accounted into the current gain/loss account. See Note V 19 for the assets impairment provision method for the investment real estate that is subsequently measured using the cost model. 15. Fixed assets (1) Recognition conditions Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or for operation & management, and have more than one accounting year of service life. The fixed assets can only be recognized hen economic interests related to the fixed assets are very likely to flow into the company and the costs of the fixed assets can be reliably measured. The Group measures fixed assets at the actual costs when the fixed assets are obtained (2) Depreciation method Annual depreciation Type Depreciation method Service year Residual rate rate % Houses & buildings Average age 35-45 10.00% 2-2.57 97 China Fangda Group Co., Ltd. 2014 Annual Report Mechanical Average age 10 10.00% 9 equipment Transportation Average age 5 10.00% 18 facilities Electronics and other Average age 5 10.00% 18 devices 16. Construction in process The Group recognizes the cost of construction in process according to the actual construction expense, including necessary engineering expenses, borrowing costs to be capitalized before the engineering reaches the preset service condition and other related costs. Construction in process will be transferred to fixed assets when it reaches the preset service condition. See Note V, 19 for the provision method for construction in process. 17. Borrowing expenses (1) Recognition principles for capitalization of borrowing expenses Borrowing expenses occurred to the Group that can be accounted as purchasing or production of asset satisfying the conditions of capitalizing, are capitalized and accounted as cost of related asset. Borrowing expenses start to be capitalized when all of the followings are satisfied: (1) Asset expense has already occurred. Asset expenses include cash payment, non-cash asset transferring, or undertaking of debt with interest done for purchasing or producing of assets; (2) The borrowing expense has already occurred; (3) Purchasing or production activity, which is necessary for the asset to reach the useful status, has already started. (2) During borrowing expense capitalization When the asset satisfying the capitalizing conditions has reached its usable or sellable status, capitalizing of borrowing expenses shall be terminated. Borrowing expenses incurred after assets that meet capitalization conditions reach the service or sales conditions are accounted into the current gain/loss account according to the actual amounts. If the construction or production of assets satisfying the capitalizing conditions is suspended abnormally for over 3 months, capitalizing of borrowing expenses shall be suspended. During the normal suspension period, borrowing expenses will be capitalized continuously. (3) Calculation of the capitalization rate and amount of borrowing expense The interest expense incurred actually from special borrowing in the current period is capitalized after deducting 98 China Fangda Group Co., Ltd. 2014 Annual Report the interest income obtained from the borrowing that has not been used or investment gain obtained from temporary investment; the capitalization amount of general borrow should be determined according to the weighted average of the excessive part of the accumulative asset expense over the special borrowing multiple the percentage of the special borrowing in general borrowing. The capitalization ratio is calculated according to the weighted average interest rate of general borrowing. During the capitalization period, the exchange difference of foreign currency special borrowing is fully capitalized; the exchange difference of foreign currency general borrowing is included in the current gain/loss. 18. Intangible assets (1) Pricing method, service life and impairment test The Group’s intangible assets include land using rights, trademarks, patents, proprietary technologies, and software. Intangible assets are initially measured at costs and the useful life will be determined when obtained. Where the useful life is limited, the intangible assets will be amortized within the predicted useful life by using the amortization method that can reflect predicted realization way of the economic benefit of the assets; whether the realization way cannot be reliably confirmed, use the straight-line method. If the useful life is uncertain, the intangible assets are not amortized. Intangible assets with limited useful life are amortized as followings: Type Useful life Basis of amortization Notes Land using right Beneficial age Average age Trademarks and patents 10 Average age Proprietary technology 10 Average age Software 5, 10 years Average age Other intangible assets 10 years or beneficial Average age age At the end of each year, the Group will reexamine the useful life and amortization basis of intangible assets with limited useful life. If they change, adjust the prediction and handle it according to accounting estimate changes. On the balance sheet day, if the intangible assets become unlikely to bring future economic benefits for the Company, transfer all the intangible assets’ book value into the current gain/loss account. See Note II, 20 for the impairment provision method for intangible assets. (2) Internal research development expense accounting policy The Group divides internal R&D project expenses into research and development expenses. The research expenses are accounted the current gain/loss account. Development expenses can only be capitalized when the following conditions are satisfied: the technology is feasible for use or sales; there is the intention to use or sell the intangible assets; it can be proven that the product 99 China Fangda Group Co., Ltd. 2014 Annual Report generated by the intangible assets is demanded or the intangible assets in demanded; if the intangible is used internally, it can be proven that it is useful; with necessary technical and financial resources and other resources to complete the development of the intangible assets and the intangible assets can be used or sold; the development expense can be reliably measured. If not, the development expense is accounted into the current gain/loss account. If a research project meets the above-mentioned conditions and passes the technical and economic feasibility study, the project will enter the development stage. Expenses in the development stage capitalized are listed as development expense on the balance sheet and transferred to intangible assets when the project reaches the useful condition. 19. Long-term assets impairment The Group uses the cost mode to continue measuring the assets impairment to investment real estate, fixed assets construction in progress, intangible assets and goodwill (except for the inventories, investment real estate measured by the fair value mode, deferred income tax assets and financial assets). The method is determined as follows: The Group judges whether there is a sign of impairment to assets on the balance sheet day. If such sign exists, the Group estimates the recoverable amount and conducts the impairment test. Impairment test is conducted annually for goodwill generated by mergers and intangible assets whose service life is uncertain and that have not reached the useful condition no matter whether the impairment sign exists. The recoverable amount is determined by the higher of the net of fair value minus disposal expense and the present value of the predicted future cash flow. The Group estimates the recoverable amount on the individual asset item basis; whether it is hard to estimate the recoverable amount on the individual asset item basis, determine the recoverable amount based on the asset group that the assets belong to. The assets group is determined by whether the main cash flow generated by the group is independent from those generated by other assets or assets groups. When the recoverable amount of the assets or assets group is lower than its book value, the Group writes down the book value to the recoverable amount, the write-down amount is accounted into the current income account and the assets impairment provision is made. For goodwill impairment test, the book value of goodwill generated by mergers is amortized through reasonable measures since the purchase day to related asset groups; those cannot be amortized to related assets groups are amortized to related combination of asset groups. The related asset groups or combination of asset groups refer to those that can benefit from the synergistic effect of mergers and must not exceed to the reporting range determined by the Group. When the impairment test is conducted, if there is sign of impairment to the asset group or combination of asset groups related to goodwill, first perform impair test for asset group or combination of asset groups without goodwill and calculate the recoverable amount and recognize the related impairment loss. Then conduct impairment test on those with goodwill, compare the book value with recoverable amount. If the recoverable amount is lower than the book value, recognize the impairment loss of the goodwill. 100 China Fangda Group Co., Ltd. 2014 Annual Report Once recognized, the asset impairment loss cannot be written back in subsequent accounting period. 20. Long-term amortizable expenses The Group’s long-term amortizable expenses are measured at the actual costs and amortized averagely based on the beneficial term. For long-term amortizable expenses that are not beneficial in the subsequent account periods, the residual value is fully accounted into the current gain/loss account. 21. Staff remuneration (1) Accounting method of short-term remuneration In the accounting period, the Group pays medical insurance, employment injury insurance and birth insurance based on their salaries, bonus, and the required ratio. The insurance cost is recognized as liability and included in the gain/loss or related asset cost of the current period. If the liability will not be paid in 12 months after the report period ends and the financial impact is material, the liability is measured at the discounted amount. (2) Accounting method of post-employment benefit The Group's post employment welfare scheme is the defined contribution plan. After making fixed payment to an independent fund, the Company will not make further payment to the post-employment welfare scheme, including basic retirement pension and unemployment insurance. In the fiscal period, the payable to the defined contribution plan is recognized as liability and included in the gain/loss or related asset cost of the current period. 22. Anticipated liabilities When responsibilities occurred in connection to contingent issues, and all of the following conditions are satisfied, they are recognized as expectable liability in the balance sheet: (1) This responsibility is a current responsibility undertaken by the Group; (2) Execution of this responsibility may cause financial benefit outflow from the Group; (3) Amount of the liability can be reliably measured. The anticipated liabilities are measured at the best estimated expense necessary for fulfilling the liabilities. The book value of expected liability is revised at balance sheet day, and adjustment will be made to reflect current best estimation. 23. Revenue (1) General principles 1. Sales of goods When all of the following conditions are satisfied, the sales of goods are recognized as sales income according to 101 China Fangda Group Co., Ltd. 2014 Annual Report the contract amount received or receivable from the buyer: (1) Main risks and rewards attached to the ownership of the goods have been transferred to the buyer; (2) No succeeding power of administration or effective control is reserved which are usually attached to ownership; (3) Amount received can be reliably measured; (4) Related financial benefit may inflow to the Company; (5) Relative costs, occurred or will occur, can be reliably measured. 2. Providing of labor service If they are not in the same year, then use the estimation on percentage basis when it is possible. The completion percentage is the costs occurred on the total cost. The reliable estimation of the result of providing of labor service must meet the following conditions: A. the revenue can be reliably measured; B. the economic benefit is very likely to flow into the company; C. the completion can be determined reliably; D. costs incurred or will be incurred can be reliably measured. If the result cannot be reliably estimated, use the service cost amount of the compensation obtained or will be obtained to recognize the revenue of the providing of labor service and recognize the incurred labor service cost as the current expense. If no compensation can be obtained for incurred labor service cost, no revenue can be recognized. 3. Demising of asset using rights The revenue is recognized when the financial benefit in connection with the demising of asset using right was received and the amount can be reliably measured. 4. Construction contracts On the balance sheet day, the Group recognizes the contract income and costs using the completion percentage method if the result of the construction contract can be reliably estimated. If not, such contracts are treated differently. If the contract cost can be recovered, the revenue is recognized according to the actual contract costs that can be recovered and the contract cost is recognized as the current expense; if not, the contract cost is recognized as the current expense and no revenue is recognized. If the estimated total costs exceed the total revenue, the Group recognizes the estimated loss as the current expense. The competition percentage is determined by the share of the costs incurred in the total cost. The reliable estimation of the result of a construction contract must meet the following conditions: A. the revenue can be reliably measured; B. the economic benefit is very likely to flow into the company; C. the completion cost can be clearly distinguished and determined reliably; D. the completion and costs that will be incurred for completion of the contract can be reliably recognized. (2) Specific revenue recognition method Metro screen door projects of the Company and Shenzhen Fangda Automatic System, and curtain wall project of Fangda Jianke are individual construction contracts. They are accounted by the following means: Construction contracts completed within a fiscal year are recognized for their income and cost upon completion. 102 China Fangda Group Co., Ltd. 2014 Annual Report Income and expenses of the construction contracts carried over-year are recognized on percentage basis at balance sheet day when all of the following conditions are satisfied: contract income can be reliably measured, relative financial benefit can inflow to the Company; progress of the project and costs to complete the contract can be reliably recognized; cost occurred to complete the contract can be clearly distinguished and reliably measured, which enables comparing of actual cost with predicted cost. Contract costs are direct and indirect expenses occurred since the date when the contract is engaged till the completion day. The competition percentage is determined by the share of the costs incurred in the total cost. Construction contracts completed in current term are recognized for income according to the actual total income of the contract less income recognized in previous terms; meanwhile, the total costs of the contract less costs recognized in previous terms are recognized as current contract costs. If the total contract cost is predicted to be greater than the predicted total income, the predicted loss shall be recognized as current cost instantly. Parts of the curtain wall project under Fangda Jianke are outsourced, and administrative fees are collected at the agreed rate. For these construction contracts, income will be recognized when ongoing payment for the project is received and corresponding costs are transferred. Revenue of products for domestic sales is recognized when the Group delivers the products and receives the sales payment or obtains the payment voucher; revenue for products for overseas sales is recognized at departure of the products. 24. Government subsidy (1) Judgment basis and accounting method of governmental subsidies related to assets Government subsidy is only recognized when the required conditions are met and the subsidy is received. When a government subsidy is monetary capital, it is measured at the received or receivable amount. When there is no clear evidence indicating compliance with related conditions for governmental support and it is estimated that the Company can receive a government subsidy, it will be measured at the receivable amount. Otherwise, it is measured at the amount actually received. Government subsidies related to assets are obtained by the Group to purchase, build or formulate in other manners long-term assets; or subsidies related to benefits. For subsidies that can formulate long-term assets without clear government regulations, the part of the subsidies corresponding to the asset value will be measured as assets-related government subsidies, while the rest of them will be measured as benefit-related government subsidies. Where it is difficult to distinguish them from each other, the whole subsidies will be measured as benefit-related government subsidies. Government subsidies in connection with capital are recognized as differed income, and amortized straight to its useful life, and accounted into current income account. (2) Judgment basis and accounting method of governmental subsidies related to profit Government subsidies in connection with gains, which are used to cover current expenses or losses, are 103 China Fangda Group Co., Ltd. 2014 Annual Report recognized as current gain/loss, if used to cover future expenses or losses, recognized as differed gains, and recorded to current income account to the period when the expenses are recognized. Government subsidy measured at the nominal amount is accounted into current income account. If a recognized government subsidy needs to be returned, if there are relative differed gains, the balance of differed gains will be setoff, the exceeded part shall be recorded into current income account; if there is no relative differed gain, record to current income account directly. 25. Deferred income tax assets and deferred income tax liabilities Income tax includes current and deferred income tax Except for the adjustment goodwill generated by mergers or deferred income tax related to transactions or events directly accounted into the owners’ equity, income tax is accounted as income tax expense into the current gain/loss account. The Group uses the temporary difference between the book value of the assets and liabilities on the balance sheet day and the tax base and the liabilities method to recognize the deferred income tax. The taxable temporary difference recognizes the related deferred income tax liabilities, unless the taxable temporary difference is created by the following transactions: (1) Initial recognition of goodwill, or of assets or liabilities generated in transactions with the following features: the transaction is not a merger and the transaction does not affect the accounting profit or taxable proceeds; (2) For taxable temporary difference related to investment in subsidiaries and affiliates, the reversal timing for the temporary difference can be controlled and the difference is unlikely to be reversed in the foreseeable future. For deductable temporary difference, deductible loss and tax deduction that can be accounted in subsequent years, the Group recognizes the incurred deferred income tax assets to the extent to the future income tax proceeds that is very likely to be received for deducting deductable temporary difference, deductable loss and tax deduction, unless the deductable temporary difference is generated in following transactions: (1) the transaction is not a merger and the transaction does not affect the accounting profit or taxable proceeds; (2) for the taxable temporary difference related to investment in subsidiaries and affiliates, the corresponding deferred income tax assets are recognized when the following condition is met: the temporary difference is very likely to be reversed in the foreseeable future and it is very likely to receive the taxable proceeds that can be used to deduct the deductable temporary difference. On the balance sheet day, the Group measures the deferred income tax assets and liabilities with the tax rate applicable during the predicted period during which the assets are recovered or the liabilities are paid off and reflects the income tax influence of the assets recovery and liabilities repayment way on the balance sheet day. On the balance sheet day, the Group re-examines the book value of the deferred income tax assets. If it is unlikely to have adequate taxable proceeds to reduce the benefits of the deferred income tax assets, less the deferred income tax assets’ book value. When there is adequate taxable proceeds, the lessened amount will be reversed. 104 China Fangda Group Co., Ltd. 2014 Annual Report 26. Leasing (1) Accounting of operational leasing Rentals from operational leasing are recognized as current gains on straight basis to the periods of leasing. Initial direct expenses are recorded to current income account. Rentals in operational leasing are recorded to relative capital cost or current income account on straight basis to the periods of leasing. Initial direct expenses are recorded to current income account. (2) Accounting of financing leasing The Company as the leasor: In leasing, the book value of financial rental is the sum of lowest amount of the rent and the initial expenses since the date when the lease is started. The difference between the sum of lowest rental, initial direct expense and unsecured balance and the current value is recognized as the unrealized financial income. Unrealized financial income is recognized as financial income at actual interest basis to the periods of the leasing period. The Company as the leasee: The Company measures the leased assets as the lower of the fair value and the present value of minimum lease payment of the leased assets on the starting date of the lease and records the minimum lease payment as long-term payable and the difference between the two as unrecognized financing expense. The initial direct expense is accounted into asset value. Unrecognized financial cost is recognized as financial cost at actual interest basis to the periods of the leasing period. The Company adopts the depreciation policy same as the self-owned fixed assets to made provision for depreciation of leased assets. 27 Other significant accounting policies and assumptions Significant accounting judgment and estimate The Company continuously reviews significant accounting judgment and estimate adopted for the reasonable forecast of future events based on its historical experience and other factors. Significant accounting judgment and assumptions that may lead to major adjustment of the book value of assets and liabilities in the next accounting year are listed as follows: (1) Goodwill impairment The Company judges whether there is impairment to goodwill at least annually. This required valuation of the use value of the asset groups with goodwill. While estimating the use value, the Company needs to estimate the cash flow from the asset group in the future and choose the proper discount rate to calculate the present value of the future cash flow. (2) Estimate of fair value The Company uses fair value to measure investment real estate and needs to estimate the fair value of investment real estate at least quarterly. This requires the management to reasonably estimate the fair value of the investment real estate with the half of valuation experts. (3) Deferred income tax assets 105 China Fangda Group Co., Ltd. 2014 Annual Report If there is adequate taxable profit to deduct the loss, the deferred income tax assets should be recognized by all the unused tax loss. This requires the management to make a lot of judgment to forecast the time and amount of future taxable profit and determine the amount of the deferred tax assets based on the taxation strategy. (4) Construction contracts The Group recognizes gains of construction contracts according to the completion percentage of separated contracts. The management estimates the completion percentage of construction projects according to the actual cost in the total budget and estimates the contract gain. The activity date and completion date are usually included in different accounting periods. The Group will review and revise contract gain and cost estimates in the budget along the progress (if the actual contract gain is smaller than the estimated or actual contract cost, contract estimate loss provision will be made). 28. Major changes in accounting policies and estimates (1) Changes in accounting policies √ Applicable □ Inapplicable Change and reason Approval procedure Notes On January 7, 2014, the Ministry of Finance released three standards including the Enterprise Accounting The standards became effective on Standard No.39-Fair Value July 1, 2014 other than Enterprise Measurement and revised four Accounting Standard No.37, which standards including the Enterprise will be effective for 2014 and later Accounting Standard fiscal periods. No.2-Long-term Share Equity Investment. In the changes to the accounting policies, no impact is caused by accounting policies other than the following ones. According to the review Enterprise Accounting Standard No.30 – Financial Statement Presentation, the Group adjusts the definition and presentation of other general gain. The part of the original capital reserve that belongs to other general gain is adjusted. Other general gain items that cannot be reclassified into gain/loss and those that can be classified into gain/loss when the conditions are met are distinguished from each other. The Group classifies the opening and end balance of other general gain in capital reserve RMB91,831.63 into other general gain. According to the revised Enterprise Accounting Standard No.30 – Financial Statement Presentation, the Group adjusts the presentation of deferred gain. The deferred gain in other non-current liabilities is adjusted into deferred gain. By December 31, 2014, the end balance of other non-current liabilities of RMB10,049,892.04 is classified into deferred gain. The opening balance of 10,255,823.93 is adjusted accordingly. (2) Changes in accounting estimates □ Applicable √ Inapplicable 106 China Fangda Group Co., Ltd. 2014 Annual Report 29. Others Measured at fair value Fair value is the price that the market participant needs to pay for acquiring an asset or transfer liability in an orderly transaction on the measurement date. For assets or liability of the Group measured at fair value, the orderly transaction in which assets are sold or liability is transferred is conducted in the primary market of the related assets or liability; if there is no such primary market, the Group assumes that the transaction is conducted in the most favorable market for the related assets or liability. Primary market (or the most favorable market) is the transaction market that the Group can enter on the measurement date. The Group uses the assumption under which the market participant can maximize the economic benefit when the assets or liability is priced. For financial assets or liability with an active market, the Group uses the price in the active market to recognize the fair value. If there is no active market, the Company uses evaluation techniques to determine the fair value. Where non-financial assets are measured by fair value, the capability of the assets is the maximum economic benefit of the assets can be realized in the best use of it or other market participant who can make the best use of it. The Group adopts appropriate and sufficient data and other information-supporting evaluation techniques. Related observable inputs are used firstly. Non-observable inputs are only used when observable inputs cannot be obtained or are infeasible. The fair value level of assets and liability measured or disclosed at fair value in financial statement are determined according to the lowest input significant for the fair value as a howl: first-level input is the non-adjusted price of the same assets or liability that can be obtained in an active market; second-level input is observable inputs with direct or indirect impact on related assets or liability other than the first-level inputs; third-level inputs are non-observable inputs of related assets and liability. On each balance sheet day, the Group re-evaluates the assets and liability measured at the fair value and recognized in the financial statements to confirm if any change happens to the fair value measurement level. VI. Taxation 1. Major taxes and tax rates Tax Tax basis Tax rate VAT Taxable income 6、13、17 Business tax Taxable income 3、5 City maintenance and construction tax Taxable turnover 1、5、7 Enterprise income tax Taxable income See the following table Education surtax Taxable turnover 3 Tax payers vary in the corporate income tax rate are listed as follows 107 China Fangda Group Co., Ltd. 2014 Annual Report Tax payer Tax rate The Company 25% Shenzhen Fangda Jianke Group Co., Ltd. (hereinafter Fangda 15% Jianke) Shenzhen Fangda Automatic System Co., Ltd. (hereinafter 15% Fangda Automatic) Shenzhen Fangda Yide New Material Co., Ltd. (hereinafter 25% Fangda Yide) Shenzhen Woke Semi-conductor Lighting Co., Ltd. (hereinafter 25% Shenzhen Woke) Fangda New Material (Jiangxi) Co., Ltd. (hereinafter Fangda 15% New Material) Jiangxi Fangda New Type Aluminum Co., Ltd. (hereinafter 25% Fangda Aluminum) Shenyang Fangda Semi-conductor Lighting Co., Ltd. (hereinafter 25% Shenyang Fangda) Dongguan Fangda New Material Co., Ltd. (hereinafter 25% Dongguan New Material) Shenzhen Kexunda Software Co., Ltd. (hereinafter Kexunda) 25% Chengdu Fangda Construction Technology Co., Ltd. (hereinafter 15% Chengdu Fangda) Fangda Decoration Engineering (Shenyang) Co., Ltd. 25% (hereinafter Shenyang Decoration) Shenzhen Fangda Property Development Co., Ltd. (hereinafter 25% Fangda Property Development) Shenzhen Fangda New Energy Co., Ltd. (hereinafter Fangda 25% New Energy) Guangdong Fangda SOZN Lighting Co., Ltd. (hereinafter 25% Fangda SOZN) 2. Tax preference (1) According to the Certification of High-tech Enterprise issued by Shenzhen Commission of Technological Innovation, Shenzhen Commission of Finance, Shenzhen National Tax Bureau, and Shenzhen Local Tax Bureau on September 12, 2012, Fangda Jianke was entitled to enjoy a tax preference of enterprise income tax of 15% for three years (2012-2014) since the qualifications were awarded. (2) According to the Certification of High-tech Enterprise issued by Shenzhen Commission of Technological Innovation, Shenzhen Commission of Finance, Shenzhen National Tax Bureau, and Shenzhen Local Tax Bureau on September 12, 2012, Fangda Automatic was entitled to enjoy a tax preference of enterprise income tax of 15% 108 China Fangda Group Co., Ltd. 2014 Annual Report for three years (2012-2014) since the qualifications were awarded. (3) According to the Certification of High-tech Enterprise issued by Jiangxi Ministry of Science and Technology, Jiangxi Ministry of Finance, Jiangxi National Tax Bureau, and Jiangxi Local Tax Bureau on November 7, 2012, Fangda New Material was entitled to enjoy a tax preference of enterprise income tax of 15% for three years (2012-2014) since the qualifications were awarded. (4) On December 25, 2013, Kexunda was certified by Shenzhen Nanshan National Tax Bureau as a software and integrated circuit designer according to the Shenzhen National Tax Reduction Registration [2013] No.739 and will enjoy exemption from the enterprise income tax for two years and 50% reduction of the same tax for another three years from the year that the company starts making a net profit. Kexunda started making profits in 2013 and therefore starts to enjoy the exemption. (5) On November 7, 2014, Chengdu Fangda was certified by the Sichuan Xinjin National Tax Bureau as an encouraged business in the west according to the Xinjin National Tax Doc. [zzy024] and will enjoy a preferential corporate income tax rate of 15% from January 1, 2014. V. Notes to the consolidated financial statements 1. Monetary capital In RMB Items Closing balance Ending balance Cash on hand 40,733.33 33,975.32 Bank deposits 114,515,874.25 297,145,634.33 Other monetary capital 97,874,191.29 36,697,312.32 Total 212,430,798.87 333,876,921.97 Including: Overseas deposit 2,370,695.75 65,446.08 Notes 1. RMB12 million among the balance of bank deposit at end of year was frozen by the court for the lawsuit involved by Fangda Jianke. For details of the case please see Note XIII, 1. 2. Balance of RMB97,874,191.29 under other monetary capital was mainly deposit for bank accepted notes and letter of guarantee, including deposit of RMB97,792,566.68 for accepted notes and guarantee letter which are not regarded as cash equivalent at preparing of cash flow statement. 3. The 36.37% decrease of the closing balance from the opening balance is mainly attributed to increase in investment in the renovation of Fangda Town in the period and purchase of short-term financial products late this report period. 2. Financial assets measured at fair value with variations accounted into current income account In RMB Items Closing balance Ending balance 109 China Fangda Group Co., Ltd. 2014 Annual Report Transactional financial assets 13,410,790.00 Investment in equity tools 13,410,790.00 Total 13,410,790.00 Notes The Group holds 100 million shares in Sino Oil and Gas Holdings Limited. 3. Derivative financial assets □ Applicable √ Inapplicable 4. Notes receivable (1) Classification of notes receivable In RMB Items Closing balance Ending balance Bank acceptance bill 2,697,145.86 21,898,770.43 Commercial acceptance bill 80,628,579.84 Total 83,325,725.70 21,898,770.43 (2) Receivable notes endorsed or discounted but not mature at the end of the period In RMB Items De-recognized amount Not de-recognized amount Bank acceptance bill 75,895,357.71 Commercial acceptance bill 14,125,500.00 Total 90,020,857.71 5. Account receivable (1) Account receivable are disclosed by categories In RMB Closing balance Ending balance Bad debt provision Bad debt provision Remaining book Remaining book balance at the end balance at the end of Type value Book value of the period the period Book value value Proportio Provision Proportio Provision Amount Amount Amount Amount n rate n rate Recognition and 1,280,50 98.68% 175,879, 13.74% 1,104,625 1,059,9 98.00% 161,204,9 15.21% 898,730,98 110 China Fangda Group Co., Ltd. 2014 Annual Report providing of bad debt 4,982.91 731.45 ,251.46 35,942. 60.82 1.93 provisions on groups 75 Account receivable with minor individual 17,154,2 16,537,2 617,000.0 21,620, 21,570,47 amount and bad debt 1.32% 96.40% 2.00% 99.77% 50,000.00 85.41 85.41 0 471.60 1.60 provision provided individually 1,081,5 1,297,65 192,417, 1,105,242 182,775,4 898,780,98 Total 100.00% 14.83% 56,414. 100.00% 16.90% 9,268.32 016.86 ,251.46 32.42 1.93 35 Account receivable with major individual amount and bad debt provision provided individually at the end of the period: □ Applicable √ Inapplicable In the group, the account receivable of which bad debt provision is made through the account aging method: √ Applicable □ Inapplicable In RMB Closing balance Age Bad debt provision balance at Account receivable Provision rate the end of the period Items less than 1 year Less than 1 year 712,092,320.08 21,362,769.59 3.00% Subtotal for less than 1 year 712,092,320.08 21,362,769.59 3.00% 1-2 years 262,647,258.23 26,264,725.84 10.00% 2-3 years 123,152,331.43 36,945,699.43 30.00% Over 3 years 182,613,073.17 91,306,536.59 50.00% Total 1,280,504,982.91 175,879,731.45 13.74% Note: Account receivable adopting the balance percentage method in the group: □ Applicable √ Inapplicable Account receivable adopting other methods in the group: None (2) Bad debt provisions made, recovered or reversed in this period Bad debt provisions of RMB21,710,901.08 were made in this period; none was recovered or reversed in this period. Important bad debt write-back or recovery: In RMB Entity Written-back or recovered amount Method 111 China Fangda Group Co., Ltd. 2014 Annual Report (3) Written-off account receivable during the period In RMB Items Amount Actually written-off account receivable 12,440,143.04 Important write-off of account receivable In RMB Entity Nature Amount Reason Write-off procedure Related transaction Notes to written-off account receivable: Fangda Yide completed liquidation in this period, Accounts receivable of RMB12,058,685.51 were written off. (4) Top 5 account receivable entities at the end of the period The total balance of accounts receivable due from top 5 account receivable entities at the end of the period is RMB146,062,403.09, accounting for 11.26% of the aggregate. Bad debt provisions made totaled RMB27,719,198.96 at the end of the period. 6. Prepayment (1) Account age of prepayments In RMB Closing balance Ending balance Age Amount Proportion Amount Proportion Less than 1 year 24,526,989.72 83.90% 24,086,301.50 84.92% 1-2 years 2,991,743.88 10.23% 2,582,202.92 9.10% 2-3 years 163,672.10 0.56% 486,463.33 1.72% Over 3 years 1,551,825.79 5.31% 1,209,048.46 4.26% Total 29,234,231.49 -- 28,364,016.21 -- (2) Top 5 prepayment entities at the end of the period The total balance prepayment made by top 5 prepayment entities at the end of the period is RMB7,819,029.20, accounting for 25.71% of the aggregate at the end of the period. 7. Receivable interest (1) Receivable interest classification In RMB 112 China Fangda Group Co., Ltd. 2014 Annual Report Items Closing balance Ending balance Time deposit 36,387.50 Total 36,387.50 8. Other receivables (1) Other receivables are disclosed by categories In RMB Closing balance Ending balance Bad debt provision Bad debt provision Remaining book Remaining book balance at the end balance at the end of Type value Book value of the period the period Book value value Proportio Provision Proportio Provision Amount Amount Amount Amount n rate n rate Other receivables with major individual 1,220,3 1,220,316 amount and bad debt 1.47% 100.00% 16.84 .84 provision provided individually Recognition and 62,085,1 13,134,5 48,950,64 79,642, 13,343,55 66,298,730. providing of bad debt 99.64% 21.16% 96.15% 16.75% 55.66 07.99 7.67 281.33 1.16 17 provisions on groups Account receivable with minor individual 223,146. 223,146. 1,971,8 1,971,822 amount and bad debt 0.36% 100.00% 2.38% 100.00% 95 95 22.77 .77 provision provided individually 62,308,3 13,357,6 48,950,64 82,834, 16,535,69 66,298,730. Total 100.00% 21.44% 100.00% 19.96% 02.61 54.94 7.67 420.94 0.77 17 Other receivables with major individual amount and bad debt provision provided individually at the end of the period: □ Applicable √ Inapplicable In the group, the other receivables of which bad debt provision are made through the account aging method: √ Applicable □ Inapplicable In RMB Closing balance Age Other receivables at the end of Bad debt provision balance at Provision rate the period the end of the period Items less than 1 year 113 China Fangda Group Co., Ltd. 2014 Annual Report Subtotal for less than 1 year 23,951,028.17 718,521.63 3.00% 1-2 years 12,221,834.10 1,222,183.42 10.00% 2-3 years 8,811,718.34 2,643,515.50 30.00% Over 3 years 17,100,575.05 8,550,287.44 50.00% Total 62,085,155.66 13,134,507.99 21.16% Note: Other receivables adopting the balance percentage method in the group: □ Applicable √ Inapplicable Other receivables adopting other methods in the group: □ Applicable √ Inapplicable (2) Bad debt provisions made, recovered or reversed in this period Bad debt provisions of RMB1,575,546.4 were made in this period; none was recovered or reversed in this period. (3) Other receivable actually written off in the current period. In RMB Items Amount Actually written-off other receivable 4,771,216.93 Notes to written-off other receivables: Fangda Yide completed liquidation in this period, Other receivables of RMB3,391,658.26 were written off. (4) Other receivables disclosed by nature In RMB By account Closing balance of book value Opening balance of book value Deposit 37,088,745.12 55,316,690.93 Engineering project borrowing and 14,869,519.46 10,722,385.63 advance House disposal receivable 2,136,200.00 Staff borrowing and petty cash 1,410,387.87 2,260,157.64 VAT refund receivable 576,297.37 278,416.96 Others 6,227,152.79 14,256,769.78 Total 62,308,302.61 82,834,420.94 (5) Top 5 other receivable entities at the end of the period In RMB 114 China Fangda Group Co., Ltd. 2014 Annual Report Bad debt provision Percentage in the Entity By account Closing balance Age balance at the end of aggregate the period Hainan Green Town Deposit 4,346,000.00 1-2 years 6.97% 434,600.00 Investment Co., Ltd. Advanced Wang Weihong 695.00 Less than 1 year 0.00% 20.85 engineering cost Advanced Wang Weihong 352,178.17 1-2 years 0.57% 35,217.82 engineering cost Advanced Wang Weihong 564,963.00 2-3 years 0.91% 169,488.90 engineering cost Advanced Wang Weihong 3,337,246.98 Over 3 years 5.36% 1,668,623.49 engineering cost Zhejiang Jiayue Deposit 500,000.00 1-2 years 0.80% 50,000.00 Industrial Co., Ltd. Zhejiang Jiayue Deposit 3,199,100.00 2-3 years 5.13% 959,730.00 Industrial Co., Ltd. Advanced Xin Song 2,653,327.61 Over 3 years 4.26% 1,326,663.81 engineering cost Chen Jian Zhong Ji (Zhejiang) Business Deposit 1,907,624.65 1-2 years 3.06% 190,762.47 Development Co., Ltd. Total -- 16,861,135.41 -- 27.06% 4,835,107.34 9. Inventories (1) Classification of inventories In RMB Closing balance Ending balance Items Remaining book Depreciation Remaining book Depreciation Book value Book value value provision value provision Raw materials 101,814,705.80 2,551,138.82 99,263,566.98 47,592,162.78 1,492,798.29 46,099,364.49 Product in 6,682,625.91 2,277.73 6,680,348.18 5,992,333.49 5,992,333.49 process Finished goods in 22,999,746.67 2,470,651.68 20,529,094.99 10,246,627.50 1,984,145.11 8,262,482.39 stock Completed but 251,262,257.58 1,830,742.67 249,431,514.91 229,499,318.33 1,830,742.67 227,668,575.66 115 China Fangda Group Co., Ltd. 2014 Annual Report not settled assets formulated by construction contracts Low price 59,672.66 59,672.66 51,278.67 51,278.67 consumable OEM materials 3,358,174.63 3,358,174.63 873,790.05 873,790.05 Development cost 603,118,814.70 603,118,814.70 139,590,027.07 139,590,027.07 Total 989,295,997.95 6,854,810.90 982,441,187.05 433,845,537.89 5,307,686.07 428,537,851.82 (2) Inventory depreciation provision In RMB Increase in this period Decrease in this period Items Ending balance Reversed or Closing balance Provision Others Others written off Raw materials 1,492,798.29 1,098,377.42 40,036.89 2,551,138.82 Product in 2,277.73 2,277.73 process Finished goods in 1,984,145.11 486,506.57 2,470,651.68 stock Completed but not settled assets formulated by 1,830,742.67 1,830,742.67 construction contracts Total 5,307,686.07 1,587,161.72 40,036.89 6,854,810.90 (3) Note Development cost in the balance at the end of the inventory period includes the capitalization amount of the borrowing cost of RMB15,466,418.47. (4) Development cost Project Start time Estimate Estimated total Closing amount Opening Depreciatio complete time investment amount n provision Investment at the end of the period Fangda Town May. 2014 Dec. 2016 2,421,911,100 603,118,814.70 139,590,027.07 116 China Fangda Group Co., Ltd. 2014 Annual Report (5) Completed but not settled assets formulated by construction contracts In RMB Items Amount Accumulative occurred costs 4,827,856,677.82 Accumulative recognized gross margin 767,911,779.61 Less: estimated loss 1,830,742.67 Settled amount 5,344,506,199.85 Completed but not settled assets formulated by construction 249,431,514.91 contracts 10. Other current assets In RMB Items Closing balance Ending balance Deductible tax input 6,986,107.72 Bank financial products 228,000,000.00 Total 234,986,107.72 Notes Bank financial product in other current assets refers to CCB Qian Yuan – Fu Shun Ying open asset portfolio RMB financial products purchased by the Group and BOC Monthly Plan GSRJYL01 financial product. The financial products are not principal-guaranteed with floating returns. 11. Long-term share equity investment In RMB Invested entity Opening amount Increase Decrease Closing amount Affiliate Shenzhen Ganshang Joint Investment Co., 9,994,565.55 1,054,094.88 11,048,660.43 Ltd. 12. Investment real estates (1) Investment real estate measured at costs √ Applicable □ Inapplicable Items Houses & buildings Land using right Construction in process Total I. Book value 1. Opening balance 26,150,933.45 26,150,933.45 117 China Fangda Group Co., Ltd. 2014 Annual Report 2. Increased amount in this 20,674,244.77 20,674,244.77 period (1) Transferred from fixed 20,674,244.77 20,674,244.77 assets 3. Decreased amount in this 14,743,910.08 14,743,910.08 period (2) Transfer-out for self-use 14,743,910.08 14,743,910.08 4. Closing balance 32,081,268.14 32,081,268.14 II. Accumulative total depreciation and amortization 1. Opening balance 5,680,620.94 5,680,620.94 2. Increased amount in this 1,922,459.18 1,922,459.18 period (1) Provision or amortization 768,601.33 768,601.33 (2) Transferred from fixed 1,153,857.85 1,153,857.85 assets 3. Decreased amount in this 3,287,749.22 3,287,749.22 period (2) Transfer-out for self-use 3,287,749.22 3,287,749.22 4. Closing balance 4,315,330.9 4,315,330.90 III. Book value 1. Closing book value 27,765,937.24 27,765,937.24 2. Opening book value 20,470,312.51 20,470,312.51 (2) Investment real estate measured at fair value √ Applicable □ Inapplicable In RMB Items Houses & buildings Land using right Construction in process Total I. Opening balance 174,778,756.62 174,778,756.62 II. Change in the period 23,734,829.53 23,734,829.53 Transfer-in from inventory/fixed assets/construction in progress Other 11,162,802.57 11,162,802.57 118 China Fangda Group Co., Ltd. 2014 Annual Report transfer-out Change in fair 34,897,632.10 34,897,632.10 value III. Closing balance 198,513,586.15 198,513,586.15 (3) Investment real estate without ownership certificate By December 31, 2014, no property ownership certificate has been applied for any of the investment real estate. 13. Fixed assets (1) Fixed assets In RMB Houses & Mechanical Electronic Transport Items Others Total buildings equipment equipment equipment 1. Opening balance 393,946,389.09 233,769,225.30 40,817,091.98 17,163,113.28 685,695,819.65 2. Increased amount in 49,617,440.25 11,489,620.93 16,914,554.37 6,723,382.99 84,744,998.54 this period (1) Purchase 22,617,056.78 9,615,264.77 12,332,649.64 6,293,372.50 50,858,343.69 (2) Transfer-in of 1,093,670.82 1,926,646.77 3,020,317.59 construction in progress (3) Merger 1,874,356.16 2,655,257.96 430,010.49 4,959,624.61 (4) Transfer-in of investment 25,906,712.65 25,906,712.65 real estates 3. Decreased amount in 28,887,622.15 738,729.07 1,944,205.02 534,222.55 32,104,778.79 this period (1) Disposed or 8,213,377.38 738,729.07 1,944,205.02 534,222.55 11,430,534.02 retired (2) Other decrease 20,674,244.77 20,674,244.77 4. Closing balance 414,676,207.19 244,520,117.16 55,787,441.33 23,352,273.72 738,336,039.40 1. Opening balance 26,604,093.45 150,791,998.23 21,055,152.64 9,179,557.42 207,630,801.74 2. Increased amount in 13,723,613.32 9,312,492.67 3,928,791.53 1,768,471.31 28,733,368.83 this period (1) Provision 10,435,864.10 9,279,732.35 3,884,506.10 1,762,483.11 25,362,585.66 (2) Merger 32,760.32 44,285.43 5,988.20 83,033.95 (3) Transfer-in of investment 3,287,749.22 3,287,749.22 real estates 119 China Fangda Group Co., Ltd. 2014 Annual Report 3. Decreased amount in 1,854,629.52 183,304.92 1,736,870.15 900,277.55 4,675,082.14 this period (1) Disposed or 700,771.67 183,304.92 1,736,870.15 900,277.55 3,521,224.29 retired (2) Other decrease 1,153,857.85 1,153,857.85 4. Closing balance 38,473,077.25 159,921,185.98 23,247,074.02 10,047,751.18 231,689,088.43 1. Opening balance 1,131,563.50 14,003,184.43 15,134,747.93 2. Increased amount in 2,651,337.41 2,651,337.41 this period (1) Provision 2,651,337.41 2,651,337.41 3. Decreased amount in 853,819.00 853,819.00 this period (1) Disposed or 853,819.00 853,819.00 retired 4. Closing balance 277,744.50 16,654,521.84 16,932,266.34 1. Closing book value 375,925,385.44 67,944,409.34 32,540,367.31 13,304,522.54 489,714,684.63 2. Opening book value 366,210,732.14 68,974,042.64 19,761,939.34 7,983,555.86 462,930,269.98 (2) Temporary idle fixed assets In RMB Accumulative Impairment Items Book value Book value Notes depreciation provision Houses & buildings 46,833,628.81 5,086,265.30 277,744.50 41,469,619.01 Mechanical 105,591,939.34 67,175,395.78 15,300,132.34 23,116,411.22 equipment Transportation 358,087.84 335,658.73 22,429.11 facilities Electronics and other 7,822,284.94 7,317,787.20 504,497.74 devices Total 160,605,940.93 79,915,107.01 15,577,876.84 65,112,957.08 (3) Fixed assets without ownership certificate In RMB Items Book value Reason Houses in Urumuqi for offsetting debt 580,196.93 Applying for Yuehai Office Building C 502 161,032.14 Historical reasons 120 China Fangda Group Co., Ltd. 2014 Annual Report Houses in Dalian of Fangda Jianke for 20,228,382.98 Applying for offsetting debt Shenyang Fangda extension workshop 17,582,204.34 Entering into liquidation Shenyang Fangda dorm and workshop 2# 8,145,332.66 Entering into liquidation Dining hall and power station of Shenyang 3,913,314.22 Entering into liquidation Fangda 14. Construction in process (1) Construction in progress In RMB Closing balance Ending balance Items Remaining book Impairment Remaining book Impairment Book value Book value value provision value provision Xinjin energy saving and green 341,749.17 341,749.17 26,715.00 26,715.00 curtain wall project Decoration of Fangda Building 914,126.00 914,126.00 5F and 20F Total 341,749.17 341,749.17 940,841.00 940,841.00 (2) No impairment provision is made for construction in progress. 15. Disposal of fixed assets In RMB Items Closing balance Ending balance Mechanical equipment 26,918.21 144,421.47 Tools and apparatus 3,761.50 Transport equipment 2,829.75 Other equipment 26,285.39 Total 26,918.21 177,298.11 121 China Fangda Group Co., Ltd. 2014 Annual Report 16. Intangible assets (1) Intangible assets In RMB Non-patent Items Land using right Patent Others Total technology 1. Opening balance 93,144,805.39 1,266,728.37 24,330,413.42 9,024,654.00 127,766,601.18 2. Increased amount in this 4,870,594.02 4,339,236.09 2,003,730.99 11,213,561.10 period (1) Purchase 4,870,594.02 69,861.70 2,003,730.99 6,944,186.71 (3) Merger 4,269,374.39 4,269,374.39 3. Decreased amount in this 40,160.00 40,160.00 period (2) Other decrease 40,160.00 40,160.00 4. Closing balance 98,015,399.41 5,565,804.46 24,330,413.42 11,028,384.99 138,940,002.28 1. Opening balance 9,476,058.26 832,698.67 15,463,344.49 4,940,985.47 30,713,086.89 2. Increased amount in this 1,889,109.92 491,682.20 571,988.88 824,825.75 3,777,606.75 period (1) Provision 1,889,109.92 384,947.84 571,988.88 824,825.75 3,670,872.39 (2) Merger 106,734.36 106,734.36 3. Decreased amount in this 23,886.22 23,886.22 period (2) Other decrease 23,886.22 23,886.22 4. Closing balance 11,365,168.18 1,300,494.65 16,035,333.37 5,765,811.22 34,466,807.42 1. Opening balance 5,525,863.77 5,525,863.77 4. Closing balance 5,525,863.77 5,525,863.77 1. Closing book value 86,650,231.23 4,265,309.81 2,769,216.28 5,262,573.77 98,947,331.09 2. Opening book value 83,668,747.13 434,029.70 3,341,205.16 4,083,668.53 91,527,650.52 Intangible asset formed by internal R&D of the period accounts for 2.8% of the balance of intangible assets. (2) Failure to obtain the land use right In RMB Items Book value Reason Chengdu Fangda land use right 4,855,744.50 Applying for Notes Shenyang Fangda, a subsidiary of the Company, entered the liquidation procedure in the period. The amortizable 122 China Fangda Group Co., Ltd. 2014 Annual Report value RMB5,525,863.77 of non-patent technology without realizable value is fully provided for intangible assets impairment. 17. Goodwill (1) Original goodwill book value In RMB Invested entity or Increase Decrease Ending balance Closing balance item of goodwill Merger Others Disposal Others Shenzhen Woke 8,197,817.29 8,197,817.29 Fangda Yide 746,519.62 746,519.62 Fangda SOZN 26,279,395.89 26,279,395.89 Total 8,944,336.91 26,279,395.89 746,519.62 34,477,213.18 (2) Goodwill impairment provision In RMB Invested entity or Increase Decrease Ending balance Closing balance item of goodwill Provision Others Disposal Others Shenzhen Woke 8,197,817.29 8,197,817.29 Fangda Yide 746,519.62 746,519.62 Fangda SOZN Total 8,944,336.91 746,519.62 8,197,817.29 Goodwill impairment test process, parameter and impairment loss recognition method: 1. The Company acquired the 100% control power over Shenzhen Woke Co. by merger of enterprise under common control in May 2007. The difference between the initial investment cost and recognizable fair value of the investee has formed the goodwill of RMB8,197,817.29. For Shenzhen Woke was not in good business operation for successive years, impairment provision has been provided fully upon the goodwill. 2. The Company acquired the minority share equities of Fangda Yide Co. in August 2007. The difference between the initial investment cost and recognizable fair value of the investee has formed the goodwill of RMB746,519.62. For Fangda Yide was not in good business operation for successive years, impairment provision has been provided fully upon the goodwill. Given that Fangda Yide was liquidated in 2014, goodwill and goodwill impairment provision of RMB746,519.62 was transferred out. 18. Long-term amortizable expenses In RMB Items Ending balance Increase in this Amortized in this Other decrease Closing balance 123 China Fangda Group Co., Ltd. 2014 Annual Report period period Epoxy floor 1,120,531.13 162,004.50 958,526.63 Plant and dormitory 1,482,723.37 443,246.64 1,039,476.73 decoration Upgrading of workshop rented by 284,336.02 41,108.82 243,227.20 Fangda Jianke Nanchang Branch Upgrading of workshop rented by 207,303.07 138,636.40 68,666.67 Fangda Jianke Lifting fee for the Anhui SASAC 12,000.00 12,000.00 project Renovation of office and plants rented by 120,243.95 15,621.55 126,752.90 9,112.60 Chengdu Fangda Jinshan factory renovation of 521,902.82 109,874.16 412,028.66 Fangda Jianke Shanghai Branch Renovation of fixed 385,810.80 51,387.63 334,423.17 assets leased Dongguan isolation 389,086.57 77,817.36 311,269.21 project Upgrading of workshop rented by 664,974.60 102,930.29 562,044.31 Fangda SOZN Anti junk email 49,519.66 16,506.60 33,013.06 module service fee General wiring project of the office 91,257.00 22,814.28 68,442.72 on 5th floor of Fangda Building Others 50,314.43 60,690.98 31,873.74 79,131.67 Total 3,799,354.79 1,656,961.16 1,336,953.32 4,119,362.63 124 China Fangda Group Co., Ltd. 2014 Annual Report 19. Deferred income tax assets and deferred income tax liabilities (1) Not deducted deferred income tax assets In RMB Closing balance Ending balance Items Deductible temporary Deferred income tax Deductible temporary Deferred income tax difference assets difference assets Assets impairment 215,379,455.02 33,823,708.10 216,510,309.81 35,815,369.06 provision Unrealized profit of 11,839,968.61 2,579,827.55 6,715,484.36 1,636,018.35 internal transactions Deductible loss 56,605,182.29 13,897,641.41 9,460,002.94 2,365,000.74 Reserved expense 3,055,220.98 458,283.15 2,361,521.89 354,228.28 Reserved wage 3,087,427.61 463,114.14 3,063,966.18 459,594.93 Deferred earning 2,161,818.23 515,225.13 2,261,103.48 535,832.20 Anticipated liabilities 5,859,045.98 878,856.90 Total 297,988,118.72 52,616,656.38 240,372,388.66 41,166,043.56 (2) Not deducted deferred income tax liabilities In RMB Closing balance Ending balance Items Taxable temporary Deferred income tax Taxable temporary Deferred income tax difference liabilities difference liabilities Gain/loss caused by 198,937,747.60 49,734,436.90 162,627,055.88 40,656,763.97 changes in fair value Total 198,937,747.60 49,734,436.90 162,627,055.88 40,656,763.97 (3) Details of unrecognized deferred income tax assets In RMB Items Closing balance Ending balance Deductible temporary difference 40,015,820.28 58,902,435.47 Deductible loss 70,274,405.85 69,150,558.57 Total 110,290,226.13 128,052,994.04 125 China Fangda Group Co., Ltd. 2014 Annual Report (4) Deductible losses of the un-recognized deferred income tax asset will expire in the following years In RMB Year Closing amount Opening amount Notes 2014 7,864,870.78 2015 7,240,577.12 7,695,652.54 2016 19,999,060.04 22,158,289.57 2017 20,241,373.78 20,241,373.78 2018 11,130,985.83 11,190,371.90 2019 11,662,409.08 Total 70,274,405.85 69,150,558.57 -- 20. Other non-current assets In RMB Items Closing balance Ending balance Prepaid house and equipment amount 41,684,590.97 15,978,789.90 Deductible tax input 1,639,287.66 Total 43,323,878.63 15,978,789.90 (1) The increase in the other non-current assets is the house purchase payment made by Fangda Jianke to Dalian Gaoxin Wanda Plaza Investment Co., Ltd., Tianjin Wanda Center Investment Co., Ltd. and Zixi Greentown Investment Co., Ltd. (2) The deductible tax input increased in the period because Shenyang Fangda and Shenzhen Woke stopped operation and cannot obtain sufficient sales tax deduction in the short term. 21. Short-term borrowings (1) Classification of short-term borrowings In RMB Items Closing balance Ending balance Loan by pledge 200,000,000.00 104,000,000.00 Guarantee loan 900,000,000.00 265,000,000.00 Total 1,100,000,000.00 369,000,000.00 Notes to classification of short-term borrowings By December 31, 2014, the Group's pledged borrowings are using buildings as pledge. 126 China Fangda Group Co., Ltd. 2014 Annual Report 22. Notes payable In RMB Type Closing balance Ending balance Commercial acceptance 12,106,210.45 9,356,905.04 Bank acceptance 215,160,275.12 179,213,945.59 Total 227,266,485.57 188,570,850.63 23. Account payable (1) Account payable In RMB Items Closing balance Ending balance Account repayable and engineering 558,886,064.80 366,465,573.67 payables Construction payable 21,675,087.66 10,418,557.07 Payable installation and 102,780,295.76 107,489,398.01 implementation fees Others 1,766,898.51 4,842,611.57 Total 685,108,346.73 489,216,140.32 24. Prepayment received (A) Prepayment In RMB Items Closing balance Ending balance Curtain wall and screen door 115,346,105.96 163,602,896.86 engineering payment Material loan 6,106,352.73 1,970,928.42 Others 832,772.45 2,812,426.66 Total 122,285,231.14 168,386,251.94 (2) Major prepayment aged over 1 year In RMB Items Closing balance Reason Fuzhou Metro Co., Ltd. 3,234,553.34 Engineering prepayment 127 China Fangda Group Co., Ltd. 2014 Annual Report Xi'an Metro Co., Ltd. 3,143,967.62 Engineering prepayment Total 6,378,520.96 -- 25. Employees wage payable (1) Employees wage payable In RMB Items Ending balance Increase Decrease Closing balance 1. Short-term 30,102,357.84 225,699,515.08 214,150,801.41 41,651,071.51 remuneration 2. Post employment welfare scheme - defined 80,493.96 11,359,604.66 11,387,855.87 52,242.75 contribution plan Total 30,182,851.80 237,059,119.74 225,538,657.28 41,703,314.26 (2) Short-term remuneration In RMB Items Ending balance Increase Decrease Closing balance 1. Wage, bonus, allowance and 27,807,395.20 206,363,308.89 194,651,151.04 39,519,553.05 subsidies 2. Employee welfare 32,064.56 9,295,212.85 9,327,277.41 3. Social insurance 56,233.99 5,242,822.78 5,259,444.02 39,612.75 Including: medical 51,062.33 4,285,469.08 4,302,961.41 33,570.00 insurance Labor injury 3,429.18 684,771.38 684,843.56 3,357.00 insurance Breeding insurance 1,742.48 272,582.32 271,639.05 2,685.75 4. Housing fund 99,607.50 4,176,672.82 4,233,695.12 42,585.20 5. Labor union budget and staff 2,107,056.59 621,497.74 679,233.82 2,049,320.51 education fund Total 30,102,357.84 225,699,515.08 214,150,801.41 41,651,071.51 (3) Defined contribution plan In RMB 128 China Fangda Group Co., Ltd. 2014 Annual Report Items Ending balance Increase Decrease Closing balance 1. Basic pension 73,842.08 10,611,654.97 10,635,742.05 49,755.00 2. Unemployment 6,651.88 747,949.69 752,113.82 2,487.75 insurance Total 80,493.96 11,359,604.66 11,387,855.87 52,242.75 26. Taxes payable In RMB Items Closing balance Ending balance VAT 6,739,115.69 -1,250,348.83 Business tax 25,489,264.49 23,221,596.65 Enterprise income tax 16,071,901.30 15,884,641.78 Personal income tax 1,228,564.47 902,435.66 City maintenance and construction tax 2,329,212.21 1,895,518.80 Land using tax 2,534,674.36 1,515,989.53 Property tax 2,287,765.04 1,477,538.33 Education surtax 1,123,167.45 907,151.22 Local education surtax 298,064.57 148,031.74 Others 595,196.67 137,392.89 Total 58,696,926.25 44,839,947.77 27. Interest payable In RMB Items Closing balance Ending balance Short-term borrowing interests payable 2,055,911.11 689,153.75 Total 2,055,911.11 689,153.75 Notes The interest payable at the end of the period increased 198.32% from the beginning because the Group’s bank borrowing increased. 28. Other payables (1) Other payables by nature In RMB Items Closing balance Ending balance 129 China Fangda Group Co., Ltd. 2014 Annual Report Performance and quality deposit 22,806,218.88 20,142,316.44 Deposit 6,264,664.14 6,931,340.61 Reserved expense 9,369,196.08 6,587,792.11 Others 8,985,603.34 8,026,131.56 Total 47,425,682.44 41,687,580.72 (2) Other major payables aged over 1 year In RMB Items Closing balance Reason Guangzhou Nanjiang Civil Engineering Performance deposit, the engineering 8,289,683.50 Co., Ltd. payment is unsettled Guangzhou Nanjian Civil Engineering Co., Performance deposit, the engineering 3,000,000.00 Ltd. payment is unsettled Ningbo Lailai Energy-Saving Door & 2,060,000.00 Deposit Windows Development Co., Ltd. Total 13,349,683.50 -- 29. Non-current liabilities due within 1 year In RMB Items Closing balance Ending balance Long-term payables due within 1 year 6,000,000.00 Total 6,000,000.00 Notes Long-term payable due within 1 year is the share transfer payable within one year according to investment agreement and share transfer agreement for acquisition of 60% shares in Fangda SOZN by Fangda New Energy. 30. Long-term payables (1) Long-term payables by nature In RMB Items Closing balance Ending balance Share transfer payable 12,000,000.00 Subtotal 12,000,000.00 Less: Long-term payables due within 1 6,000,000.00 year Total 6,000,000.00 130 China Fangda Group Co., Ltd. 2014 Annual Report Notes The share transfer payable is the transfer payment due within more than 1 year according to investment agreement and share transfer agreement for acquisition of 60% shares in Fangda SOZN by Fangda New Energy. 31. Anticipated liabilities In RMB Items Closing balance Ending balance Reason Pending lawsuit 5,039,045.98 See Note XIII, 1 Others 820,000.00 Total 5,859,045.98 -- 32. Deferred earning In RMB Items Ending balance Increase Decrease Closing balance Reason Government subsidy 10,255,823.93 205,931.89 10,049,892.04 Assets-related Total 10,255,823.93 205,931.89 10,049,892.04 -- In RMB Amount included Amount of new Related to Liabilities Ending balance in non-operating Other change Closing balance subsidy assets/earning revenue Major investment project prize from Industry and Trade 1,966,666.70 57,142.80 1,909,523.90 Assets-related Development Division of Dongguan Finance Bureau Massive production project of air-breathing 7,994,720.45 106,646.64 7,888,073.81 Assets-related double-layer hollow glass energy-saving curtain call Railway transport 294,436.78 42,142.45 252,294.33 Assets-related 131 China Fangda Group Co., Ltd. 2014 Annual Report screen door controlling system and information transmission technology Total 10,255,823.93 205,931.89 10,049,892.04 -- Notes (1) The Dongguan Finance Bureau Industry and Trade Development Division major subsidy project is a subsidized project not stipulated in Dongguan Financial Circular [2013] No.779. As the project has formed into long-term assets, the Company treats it as an assets-related government subsidy. (2) The massive production project of air-breathing double-layer hollow glass energy-saving curtain wall is a subsidized project stipulated in Guangdong Financial Doc [2013] No.183. As the project has formed into long-term assets, the Company treats it as an assets-related government subsidy. (3) The railway transport screen door controlling system and information transmission technology is a subsidized project stipulated in Shenzhen Tech Innovation [2013] No.242. RMB300,000 is used to purchase equipment and RMB900,000 is used to purchase materials and for travel fees. As the project has formed into long-term assets, the Company treats RMB300,000 as assets-related government subsidy and RMB900,000 as earning-related government subsidy. 33. Capital share In RMB Change (+,-) Closing Ending balance Issued new Transferred Bonus shares Others Subtotal balance shares from reserves Total of capital 756,909,905.00 756,909,905.00 shares 34. Capital reserve In RMB Items Ending balance Increase Decrease Closing balance Capital premium (share 38,238,222.48 38,238,222.48 capital premium) Other capital reserves 40,860,997.90 40,860,997.90 Total 79,099,220.38 79,099,220.38 132 China Fangda Group Co., Ltd. 2014 Annual Report 35. Other miscellaneous income In RMB Amount occurred in the current period Less: amount written into After-tax After-tax Ending Before tax other gains Less: Closing Items attributable attributable balance in current and transferred Income tax balance to parent to minority period into gain/loss expenses company shareholder in previous terms (2) Other comprehensive gain that 91,831.63 91,831.63 will be classified into gain/loss Investment real estate measured at 91,831.63 91,831.63 fair value Total of other miscellaneous income 91,831.63 91,831.63 36. Surplus reserves In RMB Items Ending balance Increase Decrease Closing balance Statutory surplus 46,389,142.21 2,452,938.55 48,842,080.76 reserves Total 46,389,142.21 2,452,938.55 48,842,080.76 Note: The increase in the surplus reserve is attributable to the 10% provision on the after-tax net profit of the parent according to Articles of Association of the Company. 37. Retained profit In RMB Items Current period Last period Adjustment on retained profit of previous period 278,149,631.63 230,907,879.99 Retained profit adjusted at beginning of year 278,149,631.63 230,907,879.99 Plus: Net profit attributable to owners of the 96,998,429.76 85,676,863.78 parent Less: Statutory surplus reserves 2,452,938.55 15,894,599.27 Common share dividend payable 22,707,297.15 22,540,512.87 Closing retained profit 349,987,825.69 278,149,631.63 133 China Fangda Group Co., Ltd. 2014 Annual Report Details of retained profit adjusted at beginning of the period 1) Retrospective adjustment due to adopting of the Enterprise Accounting Standard and related regulations, included the retained profit by RMB0. 2) Variation of accounting policies, influenced the retained profit by RMB0. 3) Correction of material accounting errors, influenced the retained profit by RMB0. 4) Change of consolidation range caused by merger of entities under common control, influenced the retained profit by RMB0. 5) Other adjustment influenced the retained profit by RMB0. 38. Operational revenue and costs In RMB Amount occurred in the current period Occurred in previous period Items Income Cost Income Cost Main business 1,896,533,575.46 1,573,131,645.17 1,697,728,577.19 1,412,825,229.71 Other business 41,790,860.05 17,705,140.85 49,892,268.55 12,543,974.71 Total 1,938,324,435.51 1,590,836,786.02 1,747,620,845.74 1,425,369,204.42 39. Business tax and surcharge In RMB Items Amount occurred in the current period Occurred in previous period Business tax 14,227,005.22 13,788,191.30 City maintenance and construction tax 4,077,936.61 4,071,880.14 Education surtax 2,163,665.87 1,921,563.67 Property tax 1,019,630.24 1,232,548.46 Land using tax 107,681.50 150,753.68 Others 1,259,720.55 2,107,376.59 Total 22,855,639.99 23,272,313.84 Notes See VI. Tax for the calculation standard of business tax and surcharges. 40. Sales expense In RMB Items Amount occurred in the current period Occurred in previous period Labor costs 23,748,948.40 20,594,907.02 Freight and miscellaneous charges 6,207,886.36 6,061,750.15 134 China Fangda Group Co., Ltd. 2014 Annual Report Travel expense 5,067,027.92 3,211,228.05 Entertainment expense 2,204,861.40 1,956,831.61 Material consumption 1,449,539.85 911,912.24 Office costs 1,246,910.58 1,856,349.96 Rental 1,295,860.13 975,957.59 Advertisement and business promotion 2,041,379.42 523,282.43 cost Others 1,421,892.64 1,290,822.55 Total 44,684,306.70 37,383,041.60 41. Management expenses In RMB Items Amount occurred in the current period Occurred in previous period Labor costs 75,477,871.56 61,712,341.07 Depreciation and amortization 18,501,963.63 20,496,282.99 Agencies 3,603,925.17 1,934,253.99 Tax 6,689,450.36 5,462,000.30 Maintenance costs 4,055,124.83 2,775,338.16 Water and electricity 1,594,371.07 1,552,664.57 Office expense 3,010,166.04 3,588,714.66 Travel expense 2,577,863.90 2,357,134.52 R&D 16,901,351.15 9,671,242.90 Entertainment expense 2,024,918.27 1,653,162.04 Rental 2,334,921.30 3,591,131.18 Lawsuit 1,950,459.20 2,411,335.91 Material consumption 1,754,537.01 470,234.11 Property management fee 2,386,763.59 2,357,853.90 Others 9,721,026.52 7,220,556.96 Total 152,584,713.60 127,254,247.26 42. Financial expenses In RMB Items Amount occurred in the current period Occurred in previous period Interest expense 46,439,424.36 24,548,276.25 135 China Fangda Group Co., Ltd. 2014 Annual Report Less: Interest capitalization 15,466,418.47 Less: Interest income 3,193,733.32 3,054,605.10 Acceptant discount 248,232.09 Exchange gain/loss -383,218.13 861,872.66 Less: exchange gain/loss capitalization Commission charges and others 1,520,772.27 753,042.58 Total 29,165,058.80 23,108,586.39 43. Assets impairment loss In RMB Items Amount occurred in the current period Occurred in previous period 1. Bad debt loss 23,199,527.20 33,742,863.78 2. Inventory depreciation loss 1,587,161.72 40,254.89 7. Fixed assets impairment loss 2,651,337.41 Total 27,438,026.33 33,783,118.67 44. Income from fair value fluctuation In RMB Source of income from fluctuation of fair Amount occurred in the current period Occurred in previous period value Financial assets measured at fair value with variations accounted into current -2,852,885.00 income account Investment real estate measured at fair 34,897,632.10 16,647,859.74 value Total 32,044,747.10 16,647,859.74 45. Investment income In RMB Items Amount occurred in the current period Occurred in previous period Gains from long-term equity investment 1,054,094.88 -5,434.45 measured by equity Investment income from disposal of long-term -1,478,245.70 equity share investment Other investment gains 2,144,844.80 306,301.37 136 China Fangda Group Co., Ltd. 2014 Annual Report Total 1,720,693.98 300,866.92 46. Non-business income In RMB Amount occurred in the current Amount accounted into the Items Occurred in previous period period current accidental gain/loss Total of gains from disposal of 3,162,999.40 154,552.62 3,162,999.40 non-current assets Including: Gains from disposal 3,162,999.40 154,552.62 3,162,999.40 of fixed assets Government subsidy 2,340,175.75 1,815,855.07 2,340,175.75 Penalty income 217,749.21 228,295.79 217,749.21 Compensation received 41,826.64 190,428.00 41,826.64 VAT rebated into revenue 1,886,134.97 818,825.27 Payable account not able to be 1,447,458.99 250,648.50 1,447,458.99 paid Others 7,185,114.22 4,137,250.99 7,185,114.22 Total 16,281,459.18 7,595,856.24 14,395,324.21 Government subsidies accounted into current profit or loss: In RMB Item Occurred in current period Occurred in previous period Related to assets/earning Railway transport screen door controlling system and 42,142.45 935,563.22 Assets-related information transmission technology Major investment project prize from Industry and Trade 57,142.80 33,333.30 Assets-related Development Division of Dongguan Finance Bureau Massive production project of air-breathing double-layer 106,646.64 25,279.55 Assets-related hollow glass energy-saving curtain call Shenzhen hi-tech project 1,011,800.00 Earning-related subsidy Chinese famous brand, Guangdong famous brand and 200,000.00 Earning-related Guangdong famous product 137 China Fangda Group Co., Ltd. 2014 Annual Report subsidies Nanchang Industry Information Committee and Financial 200,000.00 Earning-related Department subsidies for formulating industry standards Nanchang hi-tech industry part management committee subsidy 100,000.00 Earning-related for technological development projects Chengdu new material 100,000.00 Earning-related company award Nanchang high-tech zone management committee subsidy 150,000.00 Earning-related for formulating industry standards Nanchang hi-tech industry development zone management 141,100.00 Earning-related committee subsidy for hi-tech industries Jiangxi Financial Ministry 136,700.00 Earning-related export exhibition subsidy Private enterprise and SME development fund IT 570,000.00 Earning-related construction project subsidy 2012 High-quality foreign trade export subsidy granted by 188,179.00 Earning-related Shenzhen Finance Commission Nanchang Quality and Technology Supervision Bureau 50,000.00 Earning-related well-known brand product prize Others 94,643.86 13,500.00 Earning-related Total 2,340,175.75 1,815,855.07 -- Notes Major projects are disclosed as follows: 1. Fangda Jianke recovered the revenue of RMB4,893,062.86 related to the Dalian Yunshan engineering project. 2. Waste income RMB1,446,492.20 138 China Fangda Group Co., Ltd. 2014 Annual Report 47. Non-business expenses In RMB Amount occurred in the current Amount accounted into the Items Occurred in previous period period current accidental gain/loss Total of losses from disposal of 1,709,152.13 617,106.70 1,709,152.13 non-current assets Including: Losses from disposal 1,709,152.13 446,022.67 1,709,152.13 of fixed assets Donation 958,000.00 367,000.00 958,000.00 Penalty and overdue fine 364,256.62 173,744.23 364,256.62 Estimated lawsuit compensation 5,039,045.98 5,039,045.98 Others 2,553,257.37 186,524.37 2,553,257.37 Total 10,623,712.10 1,344,375.30 10,623,712.10 Notes (1) See Note XIII, 1 for estimated lawsuit compensation. (2) Major amounts are disclosed as follows: Shenyang Fangda made a provision of RMB411,590.52 according to the judgment of the semi-conductor industry park phase I chip packaging plant construction contract; Shenyang Fangda made a provision of RMB354,119.76 according to the judgment of the semi-conductor industry park phase I dormitory and plant #2 construction contract; Shenyang Fangda made a provision of RMB100,306.06 for the semi-conductor purchase and sales contract with Dongguan Enrui Precision Equipment Co., Ltd. Shenyang Fangda made a provision of RMB1,034,158.33 for the payable engineering amount according to the judgment of the P16 full-color LED display engineering contract with Shenyang Xingmoer. 48. Income tax expenses (1) Income tax expenses In RMB Items Amount occurred in the current period Occurred in previous period Income tax expenses 18,618,875.30 19,777,942.50 Deferred income tax expenses -1,125,127.73 -528,180.90 Total 17,493,747.57 19,249,761.60 (2) Accounting profit and income tax expense adjustment In RMB 139 China Fangda Group Co., Ltd. 2014 Annual Report Items Amount occurred in the current period Total profit 110,183,092.23 Income tax expense calculated by lawful/applicable tax rate 27,545,773.06 Impacts of different tax rates on subsidiaries -13,527,919.55 Impacts of income tax in periods before adjustment -1,537,060.30 Impacts of non-taxable income -290,185.38 Impacts of non-deductible costs, expenses and losses 1,541,210.73 Impacts of using deductible loss with recognizing deferred -764,290.33 income tax assets Deductible temporary difference and deductable loss of 4,321,849.71 unrecognized deferred income tax assets Others 204,369.63 Income tax expenses 17,493,747.57 49. Other miscellaneous income See Note VII, 35. 50. Cash flow statement items (1) Other cash inflow related to operation In RMB Items Amount occurred in the current period Occurred in previous period Interest income 3,230,120.82 3,091,050.93 Subsidy income 2,134,243.86 12,041,679.00 Retrieving of deposits for exchange bills 174,858.62 Retrieving of bidding deposits 9,893,934.66 4,508,546.79 Other operating accounts 16,028,346.33 21,236,605.34 Total 31,286,645.67 41,052,740.68 (2) Other cash paid related to operation In RMB Items Amount occurred in the current period Occurred in previous period Sales expense 17,958,181.41 16,096,357.83 Administrative expense 38,615,205.18 39,553,659.77 Bidding deposit paid 868,076.30 9,952,466.34 140 China Fangda Group Co., Ltd. 2014 Annual Report Net draft deposit net paid 61,152,900.09 10,697,929.46 Other trades 14,978,873.55 14,449,566.74 Total 133,573,236.53 90,749,980.14 (3) Other cash received related to investment activities In RMB Items Amount occurred in the current period Occurred in previous period Bidding and contract deposit related to 65,500.00 429,055.00 construction projects Total 65,500.00 429,055.00 (4) Other cash paid related to investment activities In RMB Items Amount occurred in the current period Occurred in previous period Bidding deposit paid related to 331,500.00 1,659,058.00 construction projects Total 331,500.00 1,659,058.00 (5) Other cash received related to financing: None (6) Other cash paid related to financing: None 51. Supplementary data of cash flow statement (1) Supplementary data of cash flow statement In RMB Supplementary information Amount of the Current Term Amount of the Previous Term 1. Net profit adjusted to cash flow of -- -- business operation Net profit 92,689,344.66 81,400,779.56 Plus: Asset impairment provision 27,438,026.33 33,783,118.67 Fixed asset depreciation, gas and petrol 26,131,186.99 23,877,998.21 depreciation, production goods depreciation Amortization of intangible assets 3,670,872.39 3,920,173.92 Amortization of long-term amortizable 1,336,953.32 1,362,450.83 expenses 141 China Fangda Group Co., Ltd. 2014 Annual Report Loss from disposal of fixed assets, intangible assets, and other long-term assets (“-“ for -1,453,847.27 410,730.16 gains) Loss from fixed asset discard (“-“ for gains) 51,823.92 Loss from fair value fluctuation (“-“ for -32,044,747.10 -16,647,859.74 gains) Financial expenses (“-“ for gains) 30,961,335.85 25,012,994.14 Investment losses (“-“ for gains) -1,720,693.98 -300,866.92 Decrease of deferred income tax asset -10,202,800.67 -4,974,658.47 (“-“ for increase) Increase of deferred income tax asset (“-“ for 9,077,672.93 4,446,477.57 increase) Decrease of inventory (“-“ for increase) -523,064,898.18 -22,336,480.28 Decrease of operational receivable items -292,111,913.10 -198,931,167.94 (“-“ for increase) Increase of operational receivable items 172,552,478.48 235,992,177.52 (“-“ for decrease) Others -61,152,900.09 -10,523,070.84 Cash flow generated by business operations, -557,893,929.44 156,544,620.31 net 2. Major investment and financing operation -- -- not involving with cash 3. Net change of cash and cash equivalents -- -- Balance of cash at period end 102,638,232.19 285,237,255.38 Less: Initial balance of cash 285,237,255.38 240,167,372.86 Net increase in cash and cash equivalents -182,599,023.19 45,069,882.52 (2) Net cash obtained from subsidiaries in the period In RMB Amount Related company and consolidated in paid cash or cash equivalent 36,000,000.00 in the period Including: -- Fangda SOZN 36,000,000.00 Less: Cash and cash equivalent held by the subsidiary on the 20,297,575.13 acquisition date 142 China Fangda Group Co., Ltd. 2014 Annual Report Including: -- Fangda SOZN 20,297,575.13 Including: -- Net cash obtained from the subsidiary 15,702,424.87 (3) Net cash received from subsidiaries in the period: None (4) Composition of cash and cash equivalents In RMB Items Closing balance Ending balance I. Cash 102,638,232.19 285,237,255.38 Including: Cash in stock 40,733.33 33,975.32 Bank savings can be used at any time 102,515,874.25 285,145,634.33 Other monetary capital can be used at any 81,624.61 57,645.73 time 3. Balance of cash and cash equivalents at 102,638,232.19 285,237,255.38 end of term 52. Ownership or use right restricted assets In RMB Items Closing book value Reason Monetary capital 109,792,566.68 Frozen deposit and cash deposit Fixed assets 54,390,783.41 Loan by pledge Investment real estate 198,513,586.15 Loan by pledge Total 362,696,936.24 -- Notes (1) The above-mentioned monetary capital cannot be used at anytime and is not included in cash and cash equivalent in the cash flow statement. (2) The restricted investment real estate is the Fangda Technology Building pledged to CCB Shenzhen OCT sub-branch. 53. Foreign currency monetary items (1) Foreign currency monetary items In RMB 143 China Fangda Group Co., Ltd. 2014 Annual Report Exchanged RMB balance at the Items Foreign currency balance Exchange rate end of the period Monetary capital -- -- Including: USB 386,114.22 6.1190 2,362,632.92 HK Dollar 9,876.04 0.78887 7,790.92 SGD 208,054.76 4.6396 965,290.86 Account receivable -- -- Including: USB 6,150,218.83 6.1190 37,633,189.02 EUR 2,039,722.10 0.78887 1,609,075.57 SGD 17,312.18 4.6396 80,321.59 Financial assets measured at fair value with variations accounted into current income account Including: HK dollar 17,000,000.00 0.78887 13,410,790.00 Other receivables at the end of the period Including: USB 156,327.54 6.1190 956,568.22 (2) No overseas operating entity 54. Hedging Qualitative and quantitative information about hedging projects, tools and risks: None VIII. Changes to consolidation scope 1. Consolidation of entities under common control (1) Merger of companies not under the common control during the report period In RMB Acquisition Income of Net profit of Acquired Acquisition Acquisition Acquisition date acquired acquired Cost Percentage party date method date determination party during party during basis the period the period Monetary Control Fangda August 4, capital September 1, power 95,761,317.8 48,000,000.00 60.00% 4,320,158.67 SOZN 2014 acquisition 2014 acquisition 4 and injection date Notes 144 China Fangda Group Co., Ltd. 2014 Annual Report (2) Consolidation cost and goodwill Items Fangda SOZN Consolidation cost: Cash 6,000,000.00 Or fair value with consideration 42,000,000.00 Total consolidation cost 48,000,000.00 Less: recognizable net asset fair value can be obtained 21,720,604.11 Goodwill 26,279,395.89 Notes: Fangda New Energy and Shenzhen Jinma Yinke entered into a share transfer agreement. Fangda New Energy acquires 60% of Fangda SOZN’s shares at RMB6 million to RMB48 million. The final amount depends on Fangda SOZN’s performance over the next three years (July-December 2014, 2015 and 2016). The stock transfer amount is up to RMB18 million. The Company shall pay the amount to Luo Huichi in three installments: The first installment of RMB 6million shall be paid after both parties sign the stock transfer agreement, complete the transfer and registration procedures, and the Company holds 60% of the Target Company’s stocks. The second installment of RMB 6million shall be paid after the Target Company realizes 90% or higher of the sales or net profit target for 2014 (between July and December); the first installment of RMB6 million will be paid after the Target Company realizes 90% or higher of the sales or net profit target for 2015. If the conditions for the second and third installments are not met, the Company does not need to pay the stock transfer amounts to the Counterpart and the 60% shareholding of the Target Company by the Company remains unchanged. The Company will provide interest-free loans of RMB30 million to the Target Company with a mature date of December 31, 2016 after the share transfer agreement is signed, both parties complete the commercial and industrial registration, the Company holds 60% of the Target Company’s shares. If the Target Company completes 90% of the sales target or accumulative net profit target between July 2014 and December 2016, the loans will be transferred to the acquisition payment of 60% of the Target Company and the Target Company does not need to repay the loans. Otherwise, Luo Huichi shall transfer 30% of the Target Company’s shares held by her to the Company at the price of RMB1/share. The Group forecasts that Fangda SOZN will fulfill the performance target over the next three years. Therefore, the acquisition cost may reach RMB42 million. Reason for large-amount goodwill: See (2) Consolidation cost and goodwill Notes None (3) Recognizable assets and liabilities of acquired party on acquisition date Fair value and book value of Fangda SOZN’s recognizable assets and liabilities on the acquisition date: 145 China Fangda Group Co., Ltd. 2014 Annual Report Items Fangda SOZN Fair value on the acquisition Book value on the acquisition date date Current asset 53,943,847.00 53,943,847.00 Non-current assets 14,516,977.74 14,516,977.74 Including: other intangible assets 4,162,640.03 4,162,640.03 Including: fixed assets 4,876,590.66 4,876,590.66 Current liabilities 32,259,817.89 62,259,817.89 Non-current liabilities Net assets 36,201,006.85 6,201,006.85 Less: minor shareholders’ equity 14,480,402.74 2,480,402.74 Net assets obtained from consolidation 21,720,604.11 3,720,604.11 Determination method of the fair value of recognizable assets and liabilities None Notes None 2. Changes to the consolidation scope with other reasons Other reasons that cause changes to the consolidation scope and related information Fangda New Energy and Shihui International Holding were established and consolidated in the period. Fangda Yi was liquidated in the period and removed from consolidate statements. IX. Interests in Other Entities 1. Interest in subsidiaries (1) Composition of the group Operating Registered Shareholding Acquisition Company Business location address Direct Indirect method Designing, manufacturing, Fangda Jianke Shenzhen Shenzhen 98.39% 1.61% Established and installation of curtain walls Installation and Fangda Shenzhen Shenzhen processing of 94.08% 5.92% Established Automatic metro screen door Fangda New Production and Nanchang Nanchang 75.00% 25.00% Established Material sales of new-type 146 China Fangda Group Co., Ltd. 2014 Annual Report materials composite materials and production of curtain walls Design, production, sales and installation of curtain wall Fangda Nanchang Nanchang aluminum 100.00% Established Aluminium materials, doors, windows and sectional materials HK Junjia Hong Kong Hong Kong Investment 100.00% Established Manufacturing of semiconductor lighting material and chips; lighting source encapsulation; developing, Shenyang Fangda Shenyang Shenyang 64.58% Established designing, manufacturing, engineering, installation and trading of semiconductor lighting system Developing of hardware and software, system Kexunda Shenzhen Shenzhen 100.00% Established integration, technical consulting Real-estate development and Fangda Property Shenzhen Shenzhen operation; 100.00% Established property management Fangda New Design and Shenzhen Shenzhen 100.00% Established Energy construction of 147 China Fangda Group Co., Ltd. 2014 Annual Report PV power plants Trusted processing of Chengdu Fangda Chengdu Chengdu 100.00% Established building curtain wall materials Shihui International Virgin Islands Virgin Islands Investment 100.00% Established Holding Co., Ltd. Installation and Dongguan New Dongguan Dongguan sales of building 100.00% Established Material curtain walls Designing, Shenyang manufacturing, Shenyang Shenyang 100.00% Established Decoration and installation of curtain walls Installation of LED color curtain Under different Shenzhen Woke Shenzhen Shenzhen 64.58% wall, city and control road lamps Production and Under different Fangda SOZN Zhongshan Zhongshan sales of lights and 60.00% control LED products R&D, design and production of Fangda Yide Shenzhen Shenzhen new-type 75.00% 25.00% Established composite materials (2) Important partially-owned subsidiaries In RMB Minority shareholder Minority shareholding Gain/loss attributed to Dividends distributable Company equity balance at the end percentage minority shareholders to minority shareholders of the period Shenyang Fangda 35.42% -5,803,503.04 0.00 52,387,418.95 Fangda SOZN 40.00% 1,728,063.47 0.00 16,208,466.21 (3) Financial information of important partially-owned subsidiaries In RMB Compan Closing balance Ending balance 148 China Fangda Group Co., Ltd. 2014 Annual Report y Non-curr Non-curr Non-curr Non-curr Current Total of Current Total Current Total of Current Total ent ent ent ent asset assets liabilities liabilities asset assets liabilities liabilities assets liabilities assets liabilities Shenyan 11,169,3 102,807, 113,977, 25,118,9 25,118,9 13,573,8 110,103, 123,677, 18,434,2 18,434,2 g Fangda 16.98 842.68 159.66 35.62 35.62 15.84 435.92 251.76 08.29 08.29 Fangda 98,422,1 24,060,4 122,482, 111,961, 111,961, SOZN 61.21 01.24 562.45 396.93 396.93 In RMB Amount occurred in the current period Occurred in previous period Cash flow Cash flow Company Total of misc. from Total of misc. from Turnover Net profit Turnover Net profit incomes operating incomes operating activities activities Shenyang -16,384,819.4 -16,384,819.4 -11,845,430.1 -11,845,430.1 -95,859.16 -850,952.79 -285,099.80 Fangda 3 3 4 4 Fangda 95,761,317.8 -13,259,799.7 4,320,158.67 4,320,158.67 SOZN 4 3 2. Interest in joint venture arrangement or affiliates Financial information of no longer important affiliate Closing amount/this Opening amount/last Item period period Affiliate Total book value of investment 11,048,660.43 9,994,565.55 Total of the shareholding of the following items Net profit 1,058,094.88 -5,434.45 Other misc. income Total misc. income 1,058,094.88 -5,434.45 X. Financial Tools and Risk Management Details about the Group's financial instruments are disclosed in related notes. The following explains risks related to the financial instruments and risk management policies adopted by the Group to lower the risks. The management of the Group manages and monitor the risks to ensure that the risks are within the acceptable range. 1. Risk management target and policy 149 China Fangda Group Co., Ltd. 2014 Annual Report The taget of the risk management is to balance between risk and benefit and lower financial risks’ impacts on the Group’s financial performance. Based on the target, the Group has formulated risk management policy to identify and analyze risks facing the Group and set an appropriate acceptable level and internal control procedures to monitor the risks. The Group regularly reviews the risk management policies and related internal control system to suit the market status and changes in the Group’s operating activities. The internal auditing department of the Group will regularly or randomly check the implementation of the internal control system. Risks caused by the Group’s financial instruments are interest risk, exchange rate risk, credit risk and liquidity risk. (1) Market risk Market risk of financial instrument is caused by changes in the fair value of financial instruments or future cash flow, including interest risk, exchange rate and other price risks. Interest rate risk Interest rate risk is caused by fluctuation of the fair value or future cash flow of financial instruments caused by changes in the market interest rate. The interest rate risk can be caused by recognized interest-bearing financial instruments and unrecognized financial instruments. The Group's interest rate risk is mainly caused by short-term borrowings. Financial liabilities with floating interest rate cause cash flow interest rate risk for the Group. Financial liabilities with fixed interest rate cause fair value interest rate risk for the Group. The Group decides the proportion between fixed interest rate and floating interest rate according to the market environment and regularly reviews and monitors the combination of fixed and floating interest rate instruments. On December 31, 2014, if the interest rate of borrowings with floating interest rates rises or drops 50 base points, the net profit of the Group and shareholders’ interest will decrease or increase about RMB30,694.44. Exchange rate risk Exchange rate risk is caused by fluctuation of the fair value or future cash flow of financial instruments caused by changes in the foreign exchange rates. The exchange rate risk can be caused by financial instruments priced in foreign currencies. The Group mainly operates in China and use RMB as the settlement currency. Therefore, the exchange rate risk facing the Group is minor. See foreign currency item note for the Group’s financial assets and liabilities priced in foreign currencies. (2) Credit risk Credit risk is caused by the failure of one party of a financial instrument in performing its obligations, causing the risk of financial loss for the other party. The Group manages credit risks through classification. The credit risk is mainly caused by bank 150 China Fangda Group Co., Ltd. 2014 Annual Report deposit and receivables. The Group’s bank deposit is mainly deposited in state-owned banks and large-sized listed banks. The credit risk caused by bank deposited is minor. For receivables, the Group sets up related policies to control the credit risk. The Group set the credit line and term for debtors according to their financial status, external rating, and possibility of getting third-party guarantee, credit record and other factors. The Group regularly monitors debtors’ credit record. For those with poor credit record, the Group will send written payment reminders, shorten or cancel credit term to lower the general credit risk. The largest credit risk facing the Group is the book value of each financial asset on the balance sheet. The Group makes no guarantee that may cause the Group credit risks. Among the Group’s receivables, accounts receivable from top 5 customers account for 11.26% of the total accounts receivable (2013: 15%); among other receivables, other receivables from top 5 customers account for 27.06% of the total other receivables (2013: 23.49%). (3) Liquidity risk Liquidity risk is the risk of capital shortage when the Group needs to pay cash or settled with other financial assets. The Group keeps adequate cash and cash equivalent, and monitors the level to ensure that the cash and cash equivalent can meet the operation needs. The management of the Group monitors the use of bank loans and ensures that they are used as agreed. The Group also obtains guarantee from financial institutions for adequate standby fund to meet short-term and long-term capital demand. The Group can also use fund generated by operating activities and bank and other loans. On December 31, 2014, bank loan credit that the Group has not used was RMB1,046,395,900. Financial liabilities and excluded guarantees held by the Group by undiscounted residual contract cash flow (in RMB10,000) at the end of the period: Closing amount Assets Less than 1 year Within 1-3 years Over 3 years Total Financial liabilities: Short-term loans 110,000.00 110,000.00 Notes payable 22,726.65 22,726.65 Account payable 68,359.80 25.50 125.53 68,510.83 Interest payable 205.59 205.59 Other payables 4,535.77 206.80 4,742.57 Non-current liabilities due in 1 year 600.00 600.00 Long-term payable 600.00 600.00 151 China Fangda Group Co., Ltd. 2014 Annual Report Total liabilities 206,427.81 832.30 125.53 207,385.64 Financial liabilities and excluded guarantees held by the Group by undiscounted residual contract cash flow (in RMB10,000) at the beginning of the period: Opening amount Assets Less than 1 year Within 1-3 years Over 3 years Total Financial liabilities: - Short-term loans 36,900.00 36,900.00 Notes payable 18,857.09 18,857.09 Account payable 48,921.61 48,921.61 Interest payable 68.92 68.92 Other payables 2,815.24 1,353.52 4,168.76 Total liabilities 107,562.86 1,353.52 108,916.38 2. Capital management The Group’s capital management aims to ensure continuous operation of the Group, provide returns for shareholders, help other interested parties make benefit, and maintain the best capital structure and lower capital cost. The Group may adjust the dividend distributed to shareholders, issue new shares or sell assets to maintain or adjust the capital structure. The Group monitors the capital structure based on the assets/liability ratio. On December 31, 2014, the Group’s assets/liability ratio is 64.49% (December 31, 2013: 53.22%). XI. Disclosure of fair value 1. Closing fair value of assets and liabilities measured at fair value In RMB Closing fair value Items First level fair value Second level fair value Third level fair value Total 1. Continuous fair value -- -- -- -- measurement (2) Investment in equity 13,410,790.00 13,410,790.00 tools 2. Leased building 198,513,586.15 198,513,586.15 Total assets measured at 13,410,790.00 198,513,586.15 211,924,376.15 fair value continuously 2. Discontinuous fair -- -- -- -- value measurement 152 China Fangda Group Co., Ltd. 2014 Annual Report 2. Determination basis for continuous and discontinuous first level fair value measurement The Group determines the fair value using quotation in an active market for financial instruments traded in an active market; 3. Continuous and discontinuous second level fair value measurement items, valuation techniques, important qualitative and quantitative information For investment in real estate similar with real estate transaction, the Group uses valuation techniques to determine its fair value. The technique is comparison method. Inputs include transaction date, status, region and other factors. 4. Continuous fair value measurement items, switch between different levels, reason and switching policies In the period, there is no switch in the financial assets measured at fair value between the first and second level or transfer in or out of the third level. 5. Change in valuation technique and reason None 6. Fair value of financial assets and liabilities not measured at fair value The difference between book value and fair value of financial assets and liabilities not measured at fair value is small. 7. Others None XII. Related parties and transactions 1. Parent of the Company Share of the parent Voting power of the Parent Registered address Business Registered capital co. in the Company parent company Shenzhen Banglin Technologies Shenzhen Industrial investment RMB30 million 9.09% 9.09% Development Co., Ltd. Shenzhen Shilihe Shenzhen Industrial investment 19,780,992 2.36% 2.36% Investment Co., Ltd. Shengjiu Investment Hong Kong Industrial investment HKD1.00 5.00% 5.00% Ltd. 153 China Fangda Group Co., Ltd. 2014 Annual Report Particulars about the parent of the Company 1. All of the investors of Shenzhen Banglin Technology Development Co., Ltd. – the holding shareholder of the Company, are natural persons. Among them, Chairman Xiong Jianming is holding 85% of the shares, and Mr. Xiong Xi – son of Mr. Xiong Jianming, is holding 15% of the shares. 2. Among the top 10 shareholders, Shenzhen Banglin Technology Development Co., Ltd. and Shengjiu Investment Co., Ltd. are parties action-in-concert. Shenzhen Banglin Technology Development Co., Ltd. and Shenzhen Shilihe Investment Co., Ltd. are related parties. The Company is not notified of other action-in-concert or related parties among the other holders of current shares. The final controller is Xiong Jianming. 2. Subsidiaries of the Company See Note IX, 1 for the details. XIII. Contingent events 1. Contingencies (1) Contingencies on the balance sheet date (1) Contingent liabilities formed by material lawsuit or arbitration, and their influences on the financial position Plaintiff Defender Case Court Target Progress amount st Wang Weihong Fangda Jianke Engineering The 1 Middle RMB17.07 Trial of second dispute Court of million and its instance Chongqing interest In 2010, Wang Weihong filed a lawsuit to the 1st Middle Court of Chongqing against Fangda Jianke, demanding engineering payment and loss of RMB17.07 million and interest. On June 19, 2014, the court made the first-instance judgment (201) Yu 1st Court No.00128. Fangda Jianke is required to pay RMB14,015,908.19 and interest to Wang Weihong in 10 days upon the effectiveness of the judgment and refund deposit of RMB1,655,000.00 and interest to Wang Weihong. Fangda Jianke appeal to Chongqing Senior People’s Court. The second trial is in progress on the report date. Fangda Jianke has made liability provision of RMB5.039 million according to the judgment of the first trial. Fangda Jianke also filed a lawsuit against Wang Weihong and demanded an engineering payment and compensation of RMB18 million An amount of RMB12 million in the bank account of Fangda Jianke has been frozen by the court. (2) Important contingencies that dont need to be disclosed but need to be explained None 154 China Fangda Group Co., Ltd. 2014 Annual Report 2. Others: None XIV. Post-balance-sheet events 1. Important non-adjustment item: None 2. Profit distribution In RMB Profit or dividend to be distributed 22,707,297.10 Profit or dividend approved to be distributed 3. Sales return: None 4. Notes to other issues in post balance sheet period: None XV. Other material events 1. Suspended business In RMB Net profit Income tax attributable to the Items Income Expense Total profit Net profit expenses owners of parent company Suspend business 3,195,855.07 17,153,885.09 -13,958,030.02 -13,958,030.02 -7,920,881.45 revenue Notes (1) Shenyang Fangda has been suspended from operating since 2012 and is in the liquidation process. Shenzhen Woke has been liquidated according to the resolution of the Shareholders’ Meeting, the company's business has been suspended. Fangda Yide was liquidated in 2014. Fangda Aluminium has been suspended from operating since 2011 and is in the liquidation process. (2) The net profit from suspended business in 2014 includes: the net project of RMB-17,044,462.38 of Shenyang Fangda and its subsidiaries, RMB158,530.86 of Fangda Yide and RMB2,927,901.50 of Fangda Aluminium. (3) The net profit from suspended business in 2013 includes: the net project of RMB-12,072,513.31 of Shenyang Fangda and its subsidiaries, RMB158,530.86 of Fangda Yide and RMB2,927,901.50 of Fangda Aluminium. 155 China Fangda Group Co., Ltd. 2014 Annual Report 2. Segment information (1) Reporting segment determination basis and accounting policy The Group divides its businesses into five reporting segments. The reporting segments are determined based on financial information required by routine internal management. The Group’s management regularly review the operating results of the reporting segments to determine resource distribution and evaluate their performance. The reporting segments are: (1) Curtain wall segment, production and sales of curtain wall materials, construction curtain wall design, production and installation; (2) Rail transport segment, assembly and processing of metro screen doors; (3) Real estate segment, development and operating of real estate on land of which land use right is legally obtained by the Company; property management; (4) New energy segment, R&D, installation and sales of PV devices, design and construction of PV power plants; R&D, design, production, sales and installation of light accessories, and other lights, LED products and hardware. (5) Others The segment report information is disclosed based on the accounting policies and measurement standards used by the segments when reporting to the management. The policies and standards should be consistent with those used in preparing the financial statement. (2) Financial information of reporting segments (1) Segment profit or loss, assets and liabilities This period or end of this Curtain wall Rail transport Real estate New energy Others Offset Total period Turnover 1,661,248,718.96 164,055,611.07 2,013,839.96 95,761,317.84 29,609,371.13 14,364,423.45 1,938,324,435.51 Including: external 1,656,916,307.20 163,281,339.00 95,761,317.84 22,365,471.47 1,938,324,435.51 transaction income Inter-segment 4,332,411.76 774,272.07 2,013,839.96 7,243,899.66 14,364,423.45 - transaction income Including: major 1,647,897,816.63 160,427,755.07 92,516,175.40 4,308,171.64 1,896,533,575.46 business turnover Operation cost 1,391,336,171.77 118,320,893.63 - 80,611,629.14 5,669,281.13 5,101,189.65 1,590,836,786.02 Including: major 1,384,070,778.59 116,907,821.10 77,403,664.46 5,250,618.98 1,573,131,645.17 business cost Business expense 188,366,206.12 26,148,333.72 5,023,251.58 10,224,044.08 -15,730,365.23 -28,930,834.07 242,962,304.34 Operating profit/(loss) 81,546,341.07 19,586,383.72 -3,009,411.62 4,925,644.62 39,670,455.23 38,194,067.87 104,525,345.15 Total assets 2,696,787,412.01 403,424,853.36 875,469,981.13 212,477,809.8 2,012,145,066.90 2,537,585,222.82 3,662,719,900.41 156 China Fangda Group Co., Ltd. 2014 Annual Report 3 Total liabilities 1,828,471,033.63 213,625,244.55 678,400,713.51 94,316,598.44 771,716,371.36 1,224,344,689.07 2,362,185,272.42 Last period or end of last Curtain wall Rail transport Real estate New energy Others Offset Total period Turnover 1,615,770,830.70 109,386,493.23 686,160.04 44,439,832.54 22,662,470.77 1,747,620,845.74 Including: external 1,614,569,290.76 98,493,487.64 34,558,067.34 1,747,620,845.74 transaction income Inter-segment 1,201,539.94 10,893,005.59 686,160.04 9,881,765.20 22,662,470.77 transaction income Including: major 1,602,159,942.22 97,497,470.54 1,928,835.57 1,697,728,577.19 business turnover Operation cost 1,345,014,568.09 84,836,442.32 10,834,093.34 15,315,899.33 1,425,369,204.42 Including: major 1,339,429,169.22 74,237,530.43 841,469.94 1,412,825,229.71 business cost Business expense 189,120,439.96 15,672,530.75 1,245,190.31 24,421,736.04 2,607,315.96 227,852,581.10 Operating profit/(loss) 81,635,822.65 8,877,520.16 -559,030.27 9,184,003.16 4,739,255.48 94,399,060.22 Total assets 2,093,240,742.30 355,159,698.99 360,666,929.02 1,660,494,495.61 1,870,004,323.35 2,599,557,542.57 Total liabilities 1,486,596,070.19 154,191,112.44 311,112,848.14 433,684,819.46 1,002,099,485.40 1,383,485,364.83 (2) Others ① Product and external labor transaction income Items Amount occurred in the current Occurred in previous period period Metal production 1,643,589,644.97 1,600,231,106.65 Railroad industry 160,427,755.09 97,497,470.54 Light production 92,516,175.40 Total 1,896,533,575.46 1,697,728,577.19 ②Regional information Since more than 90% of the Group’s revenue comes from Chinese customer and 90% of the Group’s assets are in China, no detailed regional information is needed. 3. Other significant transaction and items with impacts on investors 1. Acquisition of shares of Fangda SOZN (1) About the acquisition Fangda New Energy entered into an investment agreement with Luo Huichi on July 18, 2014. According to the agreement, Fangda Energy and Shenzhen Jinma Yinke entered into a share transfer agreement on July 29, 2014. The transaction does not constitute a related transaction or material asset restructuring. Therefore, the transaction 157 China Fangda Group Co., Ltd. 2014 Annual Report does not need to be submitted to the Board of Directors for discussion according to the Company’s Articles of Association. Content of the investment and share transfer agreement: 1. Terms of the transaction Luo Huichi makes contribution to a newly established company with limited liability using fixed assets, intangible assets, sales network and teams in three companies under her actual control: Zhongshan SOZN Lighting, Zhongshan Henglan Tengding Lighting Factory, Shenzhen Jinma Yinke. The new company is named as Guangdong Fangda SOZN Lighting Co., Ltd. (hereinafter referred to as Target Company). After confirming the Target Company’s assets, both parties entered into the stock transfer and capital increment agreement, under which the Company acquires 60% stack in the Target Company by acquiring stocks and injecting capital. 2. Transaction amount The acquisition amount does not exceed RMB48 million, including a conditional payment to Luo Huichi of RMB18 million and a conditional capital injection to the Target Company of RMB30 million. 3. Payment term The stock transfer amount is up to RMB18 million. The Company shall pay the amount to Luo Huichi in three installments: The first installment of RMB 6million shall be paid after both parties sign the stock transfer agreement, complete the transfer and registration procedures, and the Company holds 60% of the Target Company’s stocks. The second installment of RMB 6million shall be paid after the Target Company realizes 90% or higher of the sales or net profit target for 2014 (between July and December); the first installment of RMB6 million will be paid after the Target Company realizes 90% or higher of the sales or net profit target for 2015. If the conditions for the second and third installments are not met, the Company does not need to pay the stock transfer amounts to the Counterpart and the 60% shareholding of the Target Company by the Company remains unchanged. The Company will provide interest-free loans of RMB30 million to the Target Company with a mature date of December 31, 2016 after the share transfer agreement is signed, both parties complete the commercial and industrial registration, the Company holds 60% of the Target Company’s shares. If the Target Company completes 90% of the sales target or accumulative net profit target between July 2014 and December 2016, the loans will be transferred to the acquisition payment of 60% of the Target Company and the Target Company does not need to repay the loans. Otherwise, Luo Huichi shall transfer 30% of the Target Company’s shares held by her to the Company at the price of RMB1/share. 4. Result guaranty Period Target sales (tax-inclusive) Target net profit July to December, 2014 RMB150 million RMB3 million July to December, 2015 RMB600 million RMB36 million July to December, 2016 RMB1 billion RMB60 million Total RMB1.75 billion RMB99 million 5. Special agreement 158 China Fangda Group Co., Ltd. 2014 Annual Report Luo Huichi agrees to sign a three-year labor contract, non-disclosure agreement and non-competition agreement with the Target Company and agrees not to be involved in the same or similar business directly, indirectly, paid or not paid, full-time or part-time, by starting a company or cooperating with others. If Luo fails to honor the guaranty, the Company has the right to terminate the agreement and require Luo to return the stock transfer amount and bear the liability of the breach. Both parties agree that the Target Company will not distribute profit between July 2014 and December 2016, which will be fully used to push the development of the Target Company. (2) Performance in 2014 Between July and December 2014, Fangda SOZN recorded a tax-included income of RMB136,832,908.41 and net profit of RMB521,165.52, reaching 90% of the sales target for 2014. Fangda New Energy made the second installment of RMB6 million to Shenzhen Jinma Yinke. 2. Private share issuance The Group’s private share issuance proposal was approved at the 8th meeting of the 7th Board of Directors held on December 23, 2014. The shares will be issued privately to specific subscribers. The Company will issue shares to no more than 10 specific subscribers including the Company’s largest shareholder Shenzhen Banglin Technologies Development Co., Ltd. (Banglin Technology) when appropriate within 6 months upon approval by CSRC. RMB common shares (A-shares) will be issued this time with a par value of RMB1.00. A-shares issued this time will not be more than 105,000,000 million shares (inclusive). In case ex-dividend or ex-interest events happened during the period from pricing ex-day to issuing day, such as dividend distribution, bonus shares, or capitalizing of common reserves, the amount shall be adjusted correspondingly. The finally issued amount will be determined by the Board of Directors authorized by the Shareholders’ Meeting and the sponsor (major underwriter) according to regulations and actual conditions. The shares will be issued to no more than 10 specific subscribers including the Company’s largest shareholder Banglin Technology, which will subscribe for the shares with RMB201,600,000 (accounting for 20% of the maximum raised amount of RMB1,008,000,000 of the private issuing). The subscribers shall subscribe for the shares in cash. The other subscribers are no more than nine specific investors including eligible securities investment fund management companies, securities companies, trust investment companies, financial companies, insurance institutional investors, eligible overseas institutional investors, other domestic corporate investors and natural persons according to CSRC. Two or more fund subscribers managed by one securities investment fund management company are one subscriber. A trust company subscriber shall subscribe the shares with its own fund. The pricing ex-date will be the day when the announcement of resolutions of the 8 th meeting of the 7th Board of Directors. The price will be 90% of the average price in 20 days prior to the pricing ex-date, namely RMB9.85 per share. The average price in 20 days prior to the pricing ex-date = total dealing amount in the days prior to the pricing ex-date/total number of shares dealt in the 20 days prior to the pricing ex-date. In case ex-dividend or ex-interest events happened during the period from pricing ex-day to issuing day, such as dividend distribution, bonus shares, or capitalizing of common reserves, the price shall be adjusted according to the following formula: Assume that the base issuing price before adjustment is P0, N share(s) is distributed for each share, D is distributed as cash dividend for each share, the base issuing price after adjustment is P1 (the figure is rounded to 159 China Fangda Group Co., Ltd. 2014 Annual Report two decimal places when the number is larger than 4): Cash dividend: P1=P0-D Share dividend or transfer of capital to shares: P1=P0/(1+N) Both: P1=(P0-D)/(1+N) The final issuing price is to be determined by the Board of Directors and sponsor (principal underwriter) according to the price priority principle based on the investor subscription price after the Board of Directors receives approval of the issuance from CSRC with the authorization by the Shareholders’ Meeting. Banglin Technology does not participate in the market enquiry process and agrees to accept the bidding result and subscribe for the shares with other investors at the same price. Where no other investors bid, the subscription price for Banglin Technology will be the base issuing price. Shares subscribed by Banglin Technology at this private issuing are not allowed to be transferred in 36 months since the closing day of this private issuing. Shares subscribed by other investors at this private issuing are not allowed to be transferred in 12 months since the closing day of this private issuing. Upon accomplishing of the issuing, the new shareholders will share the retained profit in the previous years along with the existing shareholders. 3. Assets and liabilities measured at fair value (1) Assets of the Group measured at fair value are investment real estate and financial assets measured at fair value and change including the gain of the current period. Investment real estate's fair value is adjusted when necessary using quotation of similar asset in an active market or same or similar asset in an inactive market. The closing value is RMB198,513,586.15; financial assets measured at fair value and of which changes are including in gain/loss in the current period, the fair value is determined by quotation in an active market. The closing value is RMB13,410,790.00. (2) Assets measured at fair value Accumulative changes in fair Gain/loss value Provision caused by Items Opening amount accounting Closing amount changes in Impairment into the fair value income account 34,897,632.1 91,831.6 198,513,586.1 Investment real estate 174,778,756.62 0 3 5 Financial assets measured at fair value with variations -2,852,885.00 13,410,790.00 accounted into current income account 160 China Fangda Group Co., Ltd. 2014 Annual Report XVI. Notes to Financial Statements of the Parent 1. Account receivable (1) Account receivable are disclosed by categories In RMB Closing balance Ending balance Bad debt provision Bad debt provision Remaining book Remaining book balance at the end balance at the end of Type value Book value of the period the period Book value value Proportio Provision Proportio Provision Amount Amount Amount Amount n rate n rate Recognition and 527,485. 15,824.5 511,660.6 623,154 providing of bad debt 100.00% 3.00% 100.00% 18,694.62 3.00% 604,459.49 15 5 0 .11 provisions on groups 527,485. 15,824.5 511,660.6 623,154 Total 100.00% 3.00% 100.00% 18,694.62 3.00% 604,459.49 15 5 0 .11 Account receivable with major individual amount and bad debt provision provided individually at the end of the period: □ Applicable √ Inapplicable In the group, the account receivable of which bad debt provision is made through the account aging method: √ Applicable □ Inapplicable In RMB Closing balance Age Bad debt provision balance at Account receivable Provision rate the end of the period Items less than 1 year Less than 1 year 527,485.15 15,824.55 3.00% Subtotal for less than 1 year 527,485.15 15,824.55 3.00% Total 527,485.15 15,824.55 3.00% Note: Account receivable adopting the balance percentage method in the group: □ Applicable √ Inapplicable (2) Bad debt provisions made, recovered or reversed in this period Bad debt provisions of RMB-2,870.07 were made in this period; none was recovered or reversed in this period. 161 China Fangda Group Co., Ltd. 2014 Annual Report (3) Top 5 account receivable entities at the end of the period The total balance of accounts receivable due from top 5 account receivable entities at the end of the period is RMB348,543.92, accounting for 66.08% of the aggregate. Bad debt provisions made totaled RMB10,456.32 at the end of the period. 2. Other receivables (1) Other receivables are disclosed by categories In RMB Closing balance Ending balance Bad debt provision Bad debt provision Remaining book Remaining book balance at the end balance at the end of Type value Book value of the period the period Book value value Proportio Provision Proportio Provision Amount Amount Amount Amount n rate n rate Recognition and 255,152, 548,475. 254,604,1 572,239 619,111.5 571,620,65 providing of bad debt 99.97% 0.21% 99.99% 0.11% 639.18 39 63.79 ,771.28 5 9.73 provisions on groups Account receivable with minor individual 77,046.0 77,046.0 77,046. amount and bad debt 0.03% 100.00% 0.01% 77,046.00 100.00% 0 0 00 provision provided individually 255,229, 625,521. 254,604,1 572,316 696,157.5 571,620,65 Total 685.18 39 63.79 ,817.28 5 9.73 Other receivables with major individual amount and bad debt provision provided individually at the end of the period: □ Applicable √ Inapplicable In the group, the other receivables of which bad debt provision are made through the account aging method: √ Applicable □ Inapplicable In RMB Closing balance Age Other receivables at the end of Bad debt provision balance at Provision rate the period the end of the period Items less than 1 year Less than 1 year 68,253.65 2,047.61 3.00% Subtotal for less than 1 year 68,253.65 2,047.61 3.00% 1-2 years 35,000.00 3,500.00 10.00% 162 China Fangda Group Co., Ltd. 2014 Annual Report 2-3 years 46,753.35 14,026.01 30.00% Over 3 years 1,057,803.54 528,901.77 50.00% Total 1,207,810.54 548,475.39 45.41% Note: Other receivables adopting the balance percentage method in the group: □ Applicable √ Inapplicable Other receivables adopting other methods in the group: □ Applicable √ Inapplicable (2) Bad debt provisions made, recovered or reversed in this period Bad debt provisions of RMB-70,636.16 were made in this period; none was recovered or reversed in this period. (3) Other receivables disclosed by nature In RMB By account Closing balance of book value Opening balance of book value Payments between counterparts 253,944,828.64 570,338,916.39 Lent to employee 20,152.00 Deposit 100,699.54 100,699.54 Other trades 1,184,157.00 1,857,049.35 Total 255,229,685.18 572,316,817.28 (4) Top 5 other receivable entities at the end of the period In RMB Bad debt provision Percentage in the Entity By account Closing balance Age balance at the end of aggregate the period Shenzhen Fangda Property Trades 133,179,160.80 Less than 1 year 52.18% Development Co., Ltd. Shenzhen Fangda Jianke Group Co., Trades 82,615,134.19 Less than 1 year 32.37% Ltd. HK Junjia Trades 83,183.13 Less than 1 year 0.03% HK Junjia Trades 3,230.36 1-2 years HK Junjia Trades 6,529.28 2-3 years 163 China Fangda Group Co., Ltd. 2014 Annual Report HK Junjia Trades 30,380,251.73 Over 3 years 11.90% Shenyang Fangda Semi-conductor Trades 6,906,771.58 Over 3 years 2.71% Lighting Co., Ltd. Shenzhen Woke Semi-conductor Trades 630,000.00 Less than 1 year 0.25% Lighting Co., Ltd. Shenzhen Woke Semi-conductor Trades 2,342.08 2-3 years Lighting Co., Ltd. Shenzhen Woke Semi-conductor Trades 106,411.33 Over 3 years 0.04% Lighting Co., Ltd. Total -- 253,913,014.48 -- 99.48% 3. Long-term share equity investment In RMB Closing balance Ending balance Items Remaining book Impairment Remaining book Impairment Book value Book value value provision value provision Investment in 1,166,555,998.58 46,930,100.00 1,119,625,898.58 749,452,105.58 39,718,360.00 709,733,745.58 subsidiaries Investment in 11,048,660.43 11,048,660.43 9,994,565.55 9,994,565.55 affiliates Total 1,177,604,659.01 46,930,100.00 1,130,674,559.01 759,446,671.13 39,718,360.00 719,728,311.13 (1) Investment in subsidiaries In RMB Impairment Provision made in provision balance Invested entity Ending balance Increase Decrease Closing balance this period at the end of the period Fangda Jianke 305,000,000.00 186,950,000.00 491,950,000.00 Fangda 19,800,000.00 19,800,000.00 19,800,000.00 Aluminium Fangda Yide 19,907,760.00 19,907,760.00 HK Junjia 10,600.00 10,600.00 10,600.00 164 China Fangda Group Co., Ltd. 2014 Annual Report Fangda Automatic 170,385,071.73 170,385,071.73 Fangda New 74,496,600.00 74,496,600.00 Material Shenyang Fangda 108,852,073.85 108,852,073.85 27,119,500.00 27,119,500.00 Kexunda 1,000,000.00 1,000,000.00 Fangda Property 50,000,000.00 150,000,000.00 200,000,000.00 Shihui International 61,653.00 61,653.00 Holding Co., Ltd. Fangda New 100,000,000.00 100,000,000.00 Energy Total 749,452,105.58 437,011,653.00 19,907,760.00 1,166,555,998.58 27,119,500.00 46,930,100.00 (2) Investment in affiliate Invested entity Opening amount Increase Decrease Closing amount Affiliate: Shenzhen Ganshang Joint Investment Co., 9,994,565.55 1,054,094.88 11,048,660.43 Ltd. (3) Others 4. Operational revenue and costs In RMB Amount occurred in the current period Occurred in previous period Items Income Cost Income Cost Other business 29,609,371.13 5,669,281.13 45,659,921.07 10,980,932.52 Total 29,609,371.13 5,669,281.13 45,659,921.07 10,980,932.52 5. Investment income In RMB Items Amount occurred in the current period Occurred in previous period Gains from long-term equity investment 28,639,627.17 measured by costs Gains from long-term equity investment 1,054,094.88 -5,434.45 measured by equity Other investment gains 111,670.20 165 China Fangda Group Co., Ltd. 2014 Annual Report Total 29,805,392.25 -5,434.45 6. Others XVII. Supplementary Materials 1. Detailed accidental gain/loss In RMB Items Amount Notes Gain/loss of non-current assets -24,398.43 Subsidies accounted into the current income account (except the government subsidy closely related to the enterprise’s business 2,340,175.75 and based on unified national standard quota) Capital using expense charged to non-financial enterprises and accounted into 3,649,313.12 the current income account Gain from entrusted investment or assets 2,144,844.80 management Gain/loss from change of fair value of transactional financial asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities -2,852,885.00 and sellable financial assets, other than valid period value instruments related to the Company’s common businesses Gain/loss from change of fair value of investment property measured at fair value 34,897,632.10 in follow-up measurement Other non-business income and expenditures -3,671,724.03 other than the above Less: Influenced amount of income tax 9,526,862.57 Influenced amount of minority shareholders’ -973,756.92 equity Total 27,929,852.66 -- 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 166 China Fangda Group Co., Ltd. 2014 Annual Report 2. Net income on asset ratio and earning per share Earning per share Profit of the report period Weighted average net income/asset ratio Basic earnings per share Diluted Earnings per (yuan/share) share (yuan/share) Net profit attributable to common 8.14% 0.13 0.13 shareholders of the Company Net profit attributable to the common owners of the PLC after 5.79% 0.09 0.09 deducting of non-recurring gains/losses 3. Differences in accounting data under domestic and foreign accounting standards (1) Differences in net profits and assets in financial statements disclosed according to the international and Chinese account standards In RMB Net profit Net assets Amount occurred in the Occurred in previous Closing balance Ending balance current period period On Chinese accounting 96,998,429.76 85,676,863.78 1,234,930,863.46 1,160,639,730.85 standards Items and amounts adjusted according International Accounting Standards On international 96,998,429.76 85,676,863.78 1,239,694,261.70 1,165,403,129.09 accounting standards (2) Differences in net profits and assets in financial statements disclosed according to the international and Chinese account standards □ Applicable √ Inapplicable (3) Where the data audited by overseas auditor has been adjusted, the name of the overseas auditor should be specified. Net assets attributable to the listed company’s shareholders calculated according to the IAS is RMB4,763,398.24 higher than that calculated according to the domestic accounting standards, mainly attributable to the capitalization of borrow expenses before the domestic Enterprise Accounting Standard was implemented on January 1, 2007. 167 China Fangda Group Co., Ltd. 2014 Annual Report 4. Supplementary material related to changes to accounting policies √ Applicable □ Inapplicable According to the eight modified accounting standards including Enterprise Accounting Standard No.2 – Long-term Equity Investment, balance sheet from January 1, 2013 to December 31, 2013 is restated as follows: In RMB Items January 1, 2013 December 31, 2013 December 31, 2014 Current asset: Monetary capital 278,283,968.61 333,876,921.97 212,430,798.87 Financial assets measured at fair value with variations 13,410,790.00 accounted into current income account Notes receivable 7,638,780.88 21,898,770.43 83,325,725.70 Account receivable 774,890,805.30 898,780,981.93 1,105,242,251.46 Prepayment 22,006,159.22 28,364,016.21 29,234,231.49 Interest receivable 72,833.33 36,387.50 Other receivables at the end 57,339,556.28 66,298,730.17 48,950,647.67 of the period Inventory 269,120,191.36 428,537,851.82 982,441,187.05 Other current assets 234,986,107.72 Total current assets 1,409,352,294.98 1,777,793,660.03 2,710,021,739.96 Non-current assets: Long-term share equity 9,994,565.55 11,048,660.43 investment Investment real estate 258,405,762.09 195,249,069.13 226,279,523.39 Fixed assets 341,555,810.21 462,930,269.98 489,714,684.63 Construction in process 175,138,694.28 940,841.00 341,749.17 Disposal of fixed assets 177,298.11 26,918.21 Intangible assets 102,380,382.21 91,527,650.52 98,947,331.09 R&D expense 67,700.00 Goodwill 26,279,395.89 Long-term amortizable 4,710,860.65 3,799,354.79 4,119,362.63 expenses Deferred income tax assets 36,191,385.09 41,166,043.56 52,616,656.38 Other non-current assets 15,978,789.90 43,323,878.63 Total of non-current assets 918,450,594.53 821,763,882.54 952,698,160.45 168 China Fangda Group Co., Ltd. 2014 Annual Report Total of assets 2,327,802,889.51 2,599,557,542.57 3,662,719,900.41 Current liabilities Short-term loans 181,970,000.00 369,000,000.00 1,100,000,000.00 Notes payable 160,779,777.03 188,570,850.63 227,266,485.57 Account payable 411,846,031.72 489,216,140.32 685,108,346.73 Prepayment received 77,741,903.02 168,386,251.94 122,285,231.14 Employees’ wage payable 23,945,272.55 30,182,851.80 41,703,314.26 Taxes payable 33,686,577.98 44,839,947.77 58,696,926.25 Interest payable 1,954,557.27 689,153.75 2,055,911.11 Other payables 41,340,056.86 41,687,580.72 47,425,682.44 Non-current liabilities due in 6,000,000.00 1 year Other current liabilities 200,000,000.00 Total current liabilities 1,133,264,176.43 1,332,572,776.93 2,290,541,897.50 Non-current liabilities: Long-term payable 7,700.00 6,000,000.00 Anticipated liabilities 5,859,045.98 Deferred earning 10,255,823.93 10,049,892.04 Deferred income tax 36,210,286.40 40,656,763.97 49,734,436.90 liabilities Total of non-current 36,217,986.40 50,912,587.90 71,643,374.92 liabilities Total liabilities 1,169,482,162.83 1,383,485,364.83 2,362,185,272.42 Owner’s equity: Share capital 756,909,905.00 756,909,905.00 756,909,905.00 Capital reserves 79,099,220.38 79,099,220.38 79,099,220.38 Other miscellaneous income 1,200,647.26 91,831.63 91,831.63 Surplus reserves 30,494,542.94 46,389,142.21 48,842,080.76 Retained profit 230,907,879.99 278,149,631.63 349,987,825.69 Total of owner’s equity 1,098,612,195.57 1,160,639,730.85 1,234,930,863.46 belong to the parent company Minor shareholders’ equity 59,708,531.11 55,432,446.89 65,603,764.53 Total of owners’ equity 1,158,320,726.68 1,216,072,177.74 1,300,534,627.99 Total liabilities and 2,327,802,889.51 2,599,557,542.57 3,662,719,900.41 shareholders’ equity 169 China Fangda Group Co., Ltd. 2014 Annual Report 5. Others None 170 China Fangda Group Co., Ltd. 2014 Annual Report XI Documents for Reference 1. The Annual Report 2014 and the Summary with signature of the legal representative (Chinese and English); 2. Accounting Statements with signatures and seals of the legal representative and financial principal and chief of accounting department; 3. Original copy of the Auditors’ Report under the seal of the CPA and signed by and under the seal of certified accountants. 4. Originals of all documents and manuscripts of Public Notices of the Company disclosed in public in the newspapers as designated by China Securities Regulatory Commission. 171