China Fangda Group Co., Ltd. 2016 Annual Report China Fangda Group Co., Ltd. 2016 Annual Report March 2017 1 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 1 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. 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. All the Directors have attended the meeting of the board meeting at which this report was examined. Forward-looking statements involved in this report including future plans do not make any material promise to investors. Investors should pay attention to investment risks. The Company needs to comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.6 – Listed Companies Engaged in Decoration Business and disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.3 – Listed Companies Engaged in Property Development. The Company has specified market, management and production and 2 China Fangda Group Co., Ltd. 2016 Annual Report operation risks in this report. Please review the potential risks and measures mentioned in the discussion and analysis of future development in IV. Management Discussion and Analysis. The Board meeting reviewed and approved the profit distribution preplan: distributing cash dividend of RMB3.5 for each ten shares to all shareholders on the basis of 789,094,836 shares and no dividend share is issued to shareholders, but 5 shares will be issued for every 10 shares to all shareholders through capitalization of the reserve. 3 China Fangda Group Co., Ltd. 2016 Annual Report Table of Contents I. Important Statement, Table of Contents and Definitions ......................................................................................................................2 II. About the Company and Financial Highlights ....................................................................................................................................7 Chapter 3 Business Introduction ............................................................................................................................................................12 Chapter 4 Operation Discussion and Analysis .......................................................................................................................................17 V Significant Events ..............................................................................................................................................................................41 Chapter 6 Changes in Share Capital and Shareholders ..........................................................................................................................55 Chapter 7 Preferred Shares ....................................................................................................................................................................65 Chapter 8 Particulars about the Directors, Supervisors, Senior Management and Employees ..............................................................66 Chapter 9 Corporation Governance .......................................................................................................................................................72 Chapter 10 Information about the Company’s Securities ......................................................................................................................79 Chapter 11 Financial Statements ...........................................................................................................................................................80 Chapter 12 Documents for Reference ..................................................................................................................................................198 4 China Fangda Group Co., Ltd. 2016 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 Fangda Jianke Shenzhen Fangda Jianke Group Co., Ltd. to 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 Fangda Aluminium Refers Jiangxi Fangda New Type Aluminum Co., Ltd. 5 China Fangda Group Co., Ltd. 2016 Annual Report 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 Chengdu Fangda Jianke Chengda Fangda Construction Technology Co., Ltd. to Refers Shihui International Shihui International Holding Co., Ltd. to Refers Shenyang Decoration Fangda Decoration Engineering (Shenyang) Co., Ltd. to Refers Kechuangyuan Software Shenzhen Qianhai Kechuangyuan Software Co., Ltd. to Refers CSRC China Securities Regulatory Commission to Refers SZSE Shenzhen Stock Exchange to 6 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 2 About the Company and Financial Highlights 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 Fangda Technology Building, Kejinan 12th Avenue, High-tech Zone, Hi-tech Park South Zone, Registered address Shenzhen, PR China. Zip code 518057 20F, Fangda Technology Building, Kejinan 12th Avenue, High-tech Zone, Hi-tech Park South Zone, Office address 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 Technology Building, Kejinan 20F, Fangda Technology Building, Kejinan Address 12th Avenue, High-tech Zone, Hi-tech Park 12th Avenue, High-tech Zone, Hi-tech Park South Zone, Shenzhen, PR China. South Zone, Shenzhen, PR China. 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 China Securities Journal, Security Times, Shanghai Securities Daily, Hong Press medias of information disclosure Kong Commercial Daily 7 China Fangda Group Co., Ltd. 2016 Annual Report Website assigned by CSRC to release the online http://www.cninfo.com.cn reports Place for information inquiry Secretarial Office of the Board 4. Registration changes Organization code 91440300192448589C Changes in main businesses since the Property development business is added 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 (limited liability partnership) Address 5th Floor, Scitech Place, 22 Jianguomen Wai Avenue, Chaoyang District, Beijing, China Signing accountant names Xie Peiren, Hu Gaosheng 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 China Merchants Securities Co. 38-45F, Jiangsu Building, Yitian August 1, 2016 – December 31, Liang Zhanguo, Ding Yi Ltd. Road, Futian District, Shenzhen 2017 Financial advisor engaged by the Company to perform continued supervision and guide during the reporting period □ Applicable √ Inapplicable 6. 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 2016 2015 Increase/decrease 2014 Turnover (yuan) 4,203,866,173.72 2,550,467,494.78 64.83% 1,938,324,435.51 Net profit attributable to shareholders of the listed company 697,956,378.23 107,272,369.77 550.64% 96,998,429.76 (yuan) 8 China Fangda Group Co., Ltd. 2016 Annual Report Net profit attributable to the shareholders of the listed company 623,075,474.92 29,070,293.64 2,043.34% 69,068,577.10 and after deducting of non-recurring gain/loss (RMB) Net cash flow generated by 465,717,074.92 -360,115,114.04 -557,893,929.44 business operation (RMB) Basic earnings per share 0.91 0.14 550.00% 0.13 (yuan/share) Diluted earnings per share 0.91 0.14 550.00% 0.13 (yuan/share) Weighted average net income/asset 38.83% 8.42% 30.41% 8.14% ratio Increase/decrease from End of 2016 End of 2015 End of 2014 the end of last year Total asset (RMB) 6,787,051,278.08 4,464,147,811.40 52.03% 3,662,719,900.41 Net profit attributable to the shareholders of the listed company 2,364,262,560.28 1,319,496,334.84 79.18% 1,234,930,863.46 (RMB) 7. 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 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. 2. Differences in net profits and assets in financial statements disclosed according to the overseas and Chinese account standards □ Applicable √ Inapplicable 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. 8. Financial highlights by quarters In RMB Q1 Q2 Q3 Q4 Turnover 469,103,396.78 540,352,652.97 731,795,188.23 2,462,614,935.74 Net profit attributable to the 22,188,780.56 30,967,624.80 61,100,083.90 583,699,888.97 9 China Fangda Group Co., Ltd. 2016 Annual Report shareholders of the listed company Net profit attributable to the shareholders of the listed company 23,019,578.47 21,245,511.10 56,370,833.65 522,439,551.70 and after deducting of non-recurring gain/loss Cash flow generated by business -59,715,816.88 358,185,160.80 154,590,402.58 12,657,328.42 operations, net Where there is difference between the above-mentioned financial data or sum and related financial data in quarter report and interim report disclosed by the Company □ Yes √ No 9. Accidental gain/loss item and amount √ Applicable □ Inapplicable In RMB Items 2016 2015 2014 Notes Non-current asset disposal gain/loss (including the write-off part for which assets -3,080,469.74 -522,948.72 -24,398.43 impairment provision is made) Subsidies accounted into the current income account (except the government subsidy closely related to the enterprise’s business 7,571,963.67 2,246,386.84 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 1,401,717.08 250,897.54 2,144,844.80 management Gain/loss from debt reorganization -2,445,254.63 Gain/loss from change of fair value of transactional financial asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities 2,369,839.47 4,341,316.92 -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 11,558,304.10 85,793,780.49 34,897,632.10 in follow-up measurement 10 China Fangda Group Co., Ltd. 2016 Annual Report Other non-business income and expenditures 5,857,845.48 7,624,429.39 -3,671,724.03 other than the above Other gain/loss items satisfying the 58,154,670.60 definition of non-recurring gain/loss account Less: Influenced amount of income tax 6,168,477.85 20,963,417.56 9,526,862.57 Influenced amount of minority 339,234.87 568,368.77 -973,756.92 shareholders’ equity (after-tax) Total 74,880,903.31 78,202,076.13 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 Items Amount Reason The others are the gain of recalculation of the residual shares at their Others 58,154,670.60 fair value after the Company lost the control of its subsidiary Shengyang Fangda in the report period. 11 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 3 Business Introduction 1. Major businesses of the Company during the report period Whether the Company needs to comply with disclosure requirements of special industries Yes Property development and decoration industries The Company must comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.6 – Listed Companies Engaged in Decoration Business. The Company must comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.3 – Listed Companies Engaged in Property Development. The Company is headquartered in Nanshan District of Shenzhen and became listed in Shenzhen Stock Exchange on November 29, 1995. Currently, four major business subsidiaries of the Company are national high-tech enterprises with modern production bases in Shenzhen, Shanghai, Chengdu, Nanchang, Dongguan and Foshan. The Company was engaged in the following businesses in the report period. 1. Curtain wall system and material industry (1) Main products and purposes The Company’s main products include energy-saving curtain walls, photoelectricity curtain walls, LED color-display curtain walls and aluminium plate materials. Construction curtain walls are mainly used on high-level buildings, large-area public venues such as airports, stations, cultural centers and exhibition centers, daylighting roof, shaped construction (ball-shaped and clock-shaped buildings) with external retaining and decoration functions. (2) Operation mode The Company seeks to win orders through tenders and purchase raw materials and arrange production based on orders. The Company integrates designing, production, engineering and after-sales services. The Company’s curtain wall products are engineered by itself. The operation mode remained unchanged in the report period. (3) Main business drive See 3. Core competitiveness analysis. (4) Development stage of the industry, circle and industry position As China continues urbanizing, the demand for construction curtain walls will grow rapidly, fueling the development of the curtain wall industry. Over recent years, a series of industry policies will be issued to push forward the industry, providing a gold opportunity for the development of energy-saving curtain wall and material business. The Company is a pioneer and first listed company in this industry. Over the past more than 20 years, the Company has undertaken hundreds of large projects and received the highest award in the industry China Construction Luban Award and Zhan Tianyou Civil Engineering Award for many times. The Company has also received nearly 100 provincial and above awards. The Company ranks among the top 5 players in the globe in terms of the market share of high-end energy-saving curtain walls. The Company has a strong technology lead in the industry with 398 patents, including 32 intention patents and one software copyright. The Company also took part in the preparation of more than 10 national or industry standards including the Public Construction Energy Saving Design Standard, making 9 records among Chinese enterprises. (5) Impacts of the macro-economy, industry policies and the Company’s measures 12 China Fangda Group Co., Ltd. 2016 Annual Report The year 2016 is the first year for China to realize the target of building an overall well-off country and the first year of the 13th Five-Year Plan Period of the construction decoration industry. Despite great difficulties for the industry in 2016, the industry remained expanding in 2016. The strong development momentum of high buildings continued driving the demand for construction curtain walls. Meanwhile, a series of national policies continued boosting the innovation of the construction decoration industry in 2016. The business mode is evolving to Internet + innovation of the traditional business mode. IT technologies such as BIM are increasingly used in construction decoration engineering, pushing the improvement of quality and upgrade of the business mode. The domestic construction industry has continued its pace to expand globally. The national strategy of “One Road, One Belt” provides fresh driving force to the overseas investment in infrastructure construction and offers great opportunities to explore the global market. The Company established the Australian branch in 2016 to integrate overseas bidding and engineering management resources, and established the overseas business team to improve the overseas engineering capability and further explore the overseas market. (6) Quality control system, implementation standard, control measures and overall evaluation Quality control system: The Company has implemented overall quality management and established quality management system to cover designing, raw material purchasing, production, inspection, product warehousing, delivery, and after-sales services in accordance with ISO9001 and regularly evaluated the quality management system. Wholly-owned subsidiary Fangda Jianke is one of the first companies that obtained the ISO9001 certificate in the industry in China. Fangda Jianke has also passed the ISO14001 and OHSAS18001 certification. Implementation standards: The Company strictly follows the GB/T21086-2007 and JG/T231-2007 standards in implementing construction curtail wall projects. Qualtiy control measures: The Company has established a solid quality control organization to strictly implement the quality management system and increase efforts on quality control. Overall evaluation: The Company’s product and engineering quality complies with related regulations and standards. The Company is committed to providing high-quality products and engineering for customers. (7) Significant quality problem in the report period The Company had no significant quality problem in the report period. 2. Rail transport equipment business The Company’s main products in this sector are rail transport screen door systems, which are a necessary part of modern subway system. It is installed at the edge of the subway platform and separates trains from the platform. The Company seeks to win orders through tenders and purchase raw materials and arrange production based on orders. The Company has built a complete industry chain that integrates designing, production, engineering and after-sales services. The operation mode remained unchanged in the report period.The Company has developed rail transport screen door systems with independent intellectual property rights. The Company also prepared the first Rail Transport Station Screen Door Standard. Currently, the screen door systems have been used in 23 cities, ranking No.1 in China in terms of the market share. The Company is also the largest supplier of screen doors in the world. 3. New energy industry: Solar PV power generation industry is largely supported by the Chinese government. The Company is one of the first companies that possess intellectual property rights in the designing, production and integration of solar PV systems. Currently, the Company has developed solar PV power plant projects with an installation capacity of 19.5MWp. 4. Real estate The Company holds two property projects: Shenzhen Fangda Town and Nanchang Phoenix Land Project. Fangda Town project is a renovation project, while Nanchang Phoenix Land project is an office building and business apartment project. Currently phase I of Fangda Town project has been completed and put into sales. Nanchang Phoenix Land Project has not been started in 2016. Please read 3. Core competitiveness analysis and Chapter 4 Operation Discussion and Analysis for detailed discussion. 13 China Fangda Group Co., Ltd. 2016 Annual Report 2. Major assets change 1. Major assets change Main assets Major change Equity assets No major change Fixed assets No major change The intangible assets decreased 36.64% year on year because the Company lost control Intangible assets power on Shenyang Fangda and the land use right decreased accordingly. Construction in process No major change 2. Major foreign assets □ Applicable √ Inapplicable 3 Core Competitiveness Analysis Whether the Company needs to comply with disclosure requirements of special industries Yes Property development and decoration industries The Company must comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.6 – Listed Companies Engaged in Decoration Business. The Company must comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.3 – Listed Companies Engaged in Property Development. (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 low-carbon curtain walls, developing a series of domestic and global leading solar and energy-saving curtain wall products. The Company owns 398 curtain wall and material patents (including 32 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 14 China Fangda Group Co., Ltd. 2016 Annual Report title of ―Top 10 Competitive Chinese Curtain Wall Provider‖. The Company has built a leading brand and created a clear edge in the 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 solutions The Company has integrated the design, production, management and engineering of curtain wall systems to enjoy technological, cost, quality and service advantages. (2) Rail transport equipment business 1. National development strategy As the Chinese government continues to implement the “One Road, One Belt” and “Chinese Manufacturing Plan 2025” strategies, the Chinese urban railway transportation has been developed rapidly, turning the subway screen door business onto a fast track. By the end of 2016, a total of 130 subway lines have been running in more than 29 cities with a total length of 3,849 km. More than 100 lines in more than 40 cities are under construction with a total length of more than 3,000 km. The year 2016 is the first year of the 13th five-year plan period. The National Reform and Development Commission approved the applications of rail transport construction of about 8,600 km in 43 cities. 2. 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 227 metro screen door patents, including 48 invention patents. The Company also has seven computer software copyrights. 3. Brand equity So far, the Company has undertaken railway screen door projects in most domestic cities, Hong Kong, Singapore and Kuala Lumpur of Malaysia. 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 become the largest railway screen door supplier in the world. (3) New energy industry The new energy business mainly comprises solar power PV application, PV construction and LED 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. 2. Relation with other industries Distributed solar power PV power generation is closely related to the Company’s existing businesses. Most distributed solar power PV systems are 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. (4) Real Estate 15 China Fangda Group Co., Ltd. 2016 Annual Report The Fangda Town renovation project is well-positioned and enjoys express transport, unique landscape resoures, preferential policies and moderate competition in the district. 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. 16 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 4 Operation Discussion and Analysis 1. Summary In 2016, the global economy and politics remained uncertain and the global economic recovery remained weak. The Chinese economy stayed at the bottom of the L-shape trend. The Company has reacted positively to the new economic condition and sought to overcome external adversities, fulfilling the yearly business operation target. During the report period, the Company recorded operating revenue of RMB4,203,866,200, up 64.83% year on year. The net profit attributable to owners of the parent company is RMB697,956,400, up 550.64% year on year. The net profit after deducting accidental gain/loss is RMB623,075,500, up 2,043.34% year on year. The cash flow from main business reached RMB465,717,100. The profit from main businesses has continued increasing in the report period. The Company won bids and signed contracts worth RMB3,006,790,000 in 2016. By the end of the report period, the order reserve of the Company is worth RMB3,788,193,200 (excluding sales of real estate), 90.11% of the operating revenue in 2016, paving the way for the operation in 2017. 1. High-end curtain wall systems and materials The Company has continued pursuing for better quality and performance and has developed a series of world-class projects. The Company's curtain wall systems and materials have won wide recognition among customers, become one of the most popular energy-saving high-end curtain wall system and material brands in China. In 2016, the Company continued the strategy of promoting products and solutions and focused in the first-tier area and high-end and high-creditability customers. In the report period, the Company won bids in a series of high-end curtain wall projects such as the Shenzhen Evergrande Financial Center, Shenzhen OCT Building, Beijing Vanke Tongzhou Taihu, Shanghai Vanke Jade Binjiang, Wuxi Wandamao Phase II, Huawei Wuhan R&D and Production Base, Chengdu Lingdi Center Phase II, Chongqing Raffles City, and Lanzhou International Trade Center Phase II. In the report period, the Company has finished and delivered a series of projects including the Beijing Lianmei Building, Beijing Vanke Tongzhou Taihu, Shanghai Qibao Vanke Plaza, Shanghai Zhongwaiyun Changhang Building, Chengdu Alibaba West Base, Chengdu Wanda Ruihua Hotel, Shenzhen Contemporary Art Gallery and City Planning Exhibition, Shenzhen Excellence Qianhai No.1, Xiamen Anmei Photoelectric Building, Nanchang Wandamao Trade Center, Wuhan Lianfa Jiudu International, Guiyang International Financial Center, Lanzhou International Trade Center and Xining Kangmei Chinese Medicine Trade Center. In the project of the Shenzhen Contemporary Art Gallery and City Planning Exhibition, the Company showed its outstanding designing capability of complicated curtain wall systems and engineering control and management. Nanchang Wandamao Trade Center is the first construction group with the blue and white porcelain theme. The project imposed high requirements in terms of types of curtain walls, amount of work, complexity and flatness control. These projects show the leading technology and rich experience in curtain wall engineering.. In 2016, the Company continued reforming the business strategy and further integrated and optimized resources and business procedures to simplify management structure, lower costs and elevate profitability. In 2016, the curtain wall system and material business realized a sales income of RMB2.042 billion with order reserve of RMB2.701 billion, which is 132.27% of the sales income from the curtain wall system and material business in 2016. As China continues urbanizing, the demand for construction curtain walls will grow rapidly, fueling the development of the curtain wall industry. Over recent years, a series of industry policies will be issued to push forward the industry, providing a gold opportunity for the development of energy-saving curtain wall and material business. 2. Subway screen door As the Chinese government continues to implement the “One Road, One Belt” and “Chinese Manufacturing Plan 2025” strategies, the Chinese urban railway transportation has been developed rapidly, turning the subway screen door business onto a fast track. By the end of 2016, a total of 130 subway lines have been running in more than 29 cities with a total length of 3,849 km. More 17 China Fangda Group Co., Ltd. 2016 Annual Report than 100 lines in more than 40 cities are under construction with a total length of more than 3,000 km. The year 2016 is the first year of the 13th five-year plan period. The National Reform and Development Commission approved the applications of rail transport construction of about 8,600 km in 43 cities. The Company will enjoy from the fast development of the industry. In 2016, the Company followed the tide of the “One Road, One Belt” and “Chinese Manufacturing Plan 2025” strategies to increase the market share in China and expand globally. With outstanding performance, quality and outer appearance, the Company has made headway in and outside China. In the report period, the Company won screen door orders in the Nanchang subway line No.2, Kunming subway line No.3, Wuhan subway line No.7, Hong Kong Shatin to Central Link line phase 2, India Noida subway screen door project, and Kuala Lumpur subway lien No.2 with a total order value of RMB820 million, ranking No.1 in the industry and consolidating the Company’s technological, brand, service and market lead in the industry. The MTR subway screen door order is the global largest subway screen door order in terms of the order amount with an order value of RMB430 million. The Company grew explosively in the globe. The Company will speed up the global development to keep its global business momentum. In the report period, the screen door projects of Kunming subway line No.3, Nanning subway line No.2, Xiamen subway line No.1, Nanchang subway line No.2, Lanzhou subway line No.1, Wuhan subway line No.7, Tianjin subway line No.1 east extension and Hefei subway line No.2 have been proceeding as planned. Shenzhen subway line No.11 and No.9, Dongguan subway line No.2, Fuzhou subway line No.1, Wuhan subway line No.6, Wuhan-Xiaogan railway line and Xi’an subway line No.3 were put into operation, making the Company as the No.1 supplier of screen doors to subway lines put into operation in 2016. In the report period, the sales income from the screen door business was RMB328 million, up 26.90% year on year. The order reserve at the end of the period was RMB1.088 billion, paving the way for the business development in 2017. As the first screen door supplier in China, the Company is one of the first providers of subway screen door services in China. The subway screen door service business has become a profit growth point of the Company. As more subway lines enter the maintenance period, the sector has a bright growth outlook. In addition, the Company has put great efforts to develop the railway transport advertising and intelligent systems to extend the railway transport equipment industry chain, explore more profit sources and share the benefit of the development of the sector. Over recent years, the percentage of operation revenue of the railway transportation business has continued increasing in the Company. With years’ development, the Company has become an industry leader in terms of market share, brand influence, standard and expertise. 3. New energy industry In the report period, Jiangxi Pingxiang Luxi Xuanfeng 20MWp distributed PV power plant, Nanchang Jiangxi Isuzu Automobile parking lot roof 6.3MWp distributed PV power generation project with a total power capacity of 17.5MWp funded by the fund raised from the non-public A-share issuance were put into production. By the end of the 2016, the total capacity of PV power plants of the Company reached about 19.5MWp.The products have created stable income and profit for the Company. As the Company expected changes in the government’s PV power generation policies, the Company proactively adjusted the strategy and slowed down the development of PV power plants. The Company plans to use the remaining fund that is originally planned to fund PV power plants to permanently replenish the Company’s working capital. The Company will continue paying attentions to the latest national policies and determine the future development of the PV and new energy business according to the Company’s conditions. 4. Construction and sales of Fangda Town The Company holds two property projects: Shenzhen Fangda Town and Nanchang Phoenix Land Project. Fangda Town project is a renovation project, while Nanchang Phoenix prject is an office building and business apartment project. In the report period, the Fangda Town project has been implemented as progressed. Phase I has been finished and put into sales. In the report period, 52,800 m2 has been sold, of which the sales of 48,400 m2 has been recognized with the remainder to be recognized in 2017. The project will substantially increase the Company’s assets, bring stable cash flow and lease income for the Company, supporting the Company’s future demand for capital. The Nanchang Phoenix Land project was not started in the report period. (1) Industry development and impacts on the Company's future business and profitability 18 China Fangda Group Co., Ltd. 2016 Annual Report The Provisional Measures on Strengthening and Improving Urban Renovation issued by the Shenzhen People’s Municipal Government has shown its standpoint to encourage renovation of old industrial zones and land. As a pioneering city of urban renovation, Shenzhen has turned the urban renovation plan onto the fast track. Currently, renovation of industrial land has become the source of R&D buildings. According to the forecast of Savills, Shenzhen will have nearly 23 million m2 of industrial land in the next five years, including 8 million m2 of R&D buildings, mainly in Nanshan, Longgang and Bao'an District, 50% of which will be supplied by urban renovation projects. About 3.5 million m2 and 1.9 million m2 of grade-A office buildings will be delivered in Shenzhen in 2017 and 2018 respectively. About 1.44 million m2 and 0.99 million m2 of R&D buildings will be delivered in 2017 and 2018 respectively. The Shenzhen R&D building market will remain slightly undersupplied in the future.Therefore, the renovation of industrial land and de-stocking will have small impacts on the Company’s future business performance and profitability. (2) Main business model, landscape, market position and competitiveness of the Company The main business model of the Company is establishing a property company to independently develop each real estate project. The 5A office building of the Fangda Town project mainly serves as the headquarters. In addition to the part reserved for self-use, the other part will be leased and sold. The commercial property is held by the Company. Nanchang Phoenix Land project comprises office building and business apartments and will be leased and sold. Fangda Town is located in the Dashahe Innovation Corridor, near the Nanhan Hi-tech Park. (3) Real estate reserve The Company has no land reserve and is not engaged in primary land development. In addition to Fangda Town project and Nanchang Phoenix Land project, the Company has no other project and land to be developed. (4) Real estate development Project under Interests Floor area (m2) Building are Finished building Estimated total Invested amount 2 construction percentage (m ) are (m2) investment (in (in RMB100 RMB100 million) million) Fangda Town 100% 35,397.6 212,400 140,218.74 25 17.01 (5) Project sales in the report period Sold area Project under with income Interests percentage Sellable area (m2) Sold area (m2) construction recognized (m2) Fangda Town 100% 93.086.25 52,863.60 48,441.5 (6) Real estate lease Form City Interests Floor area (m2) Lease ratio percentage Office building Shenzhen 100% 26,040.55 69.91% Plant Jiangxi 100% 45,586.14 75.22% Commercial Ningbo 100% 96.75 100% residence (7) Operating income, cost and gross margin In the report period, Fangda Town project realized an operating income of RMB1,784,378,200 with an operating cost of 19 China Fangda Group Co., Ltd. 2016 Annual Report RMB633,826,300 and gross margin rate of 64.48%. The Nanchang Phoenix Land project was not started in the report period. (8) Financing in the report period Financing Currency Balance (in RMB) Financing cost (interest rate) Due date Pledge source /guarantor Bank loan RMB 922,169,568.24 Interval rate, between 10% 2023-2-11 Pledge of shares of below the benchmark Fangda Property and interest rate and 60% above guarantee made by the the benchmark interest rate Company on the withdrawal date (9) Development strategy and operation plan in the next year Based on the renovation policy of three types of land and renovation plan of Shenzhen, the Company will continue seeking opportunities of industrial land renovation. Such projects will comprise 5A office buildings for self-use and lease. Fangda Property has emerged as a professional property company and one of the Top 10 Potential Enterprise elected by the Shenzhen Real Estate Industry Association. In 2017, the Company plans to finish the development, sales and lease of Fangda Town and start the development of Nanchang Phoenix Land project. In 2017, the planned sales area of Fangda Town is about 40,000 m2. In 2017, the Company will not apply for more loans for Fangda Town project and will apply for loans for the development of the Nanchang Phoenix Land project. 5. Awards In the report period, the Company received a series of quality, employment and creditability prizes and honors, such as the Top 500 Enterprises in Guangdong, Top 100 Manufacturers in Guangdong, Top 100 Private Enterprises in Guangdong, Top 100 Enterprises in Shenzhen. Fangda Jianke is awarded as one of the Top 100 in Construction Curtain Wall industry. Several projects won the Luban Prize, National High-Quality Project Prize, China Construction Project Decoration Prize, Guangdong Outstanding Construction Decoration Prize and Shenzhen Decoration Jingpeng Prize. The railway station screen door system developed by Fangda Automatic is awarded as the National Torch Project by the National Scientific and Technology Department. The Company won the prize of Outstanding Prize to Shenzhen Subway Line No.9 and 11, Shenzhen Scientific and Technological Progress Prize II and 2016 Shenzhen Fucai Cup QCC Achievement Prize. Fangda Jiangxi New Material is awarded as an outstanding hi-tech company in Nanchang, AAA Creditability Company in Jiangxi in 2015, outstanding enterprise in the Hi-tech zone in Nanchang, Outstanding Brand in the Compound Metal Industry in 2016. Fangda Property is awarded as one of the Top 10 Potential Enterprises in Shenzhen. 6. Technological progress and innovation The Company adheres to the development strategy of focusing on technological innovation. In 2016, the Company completed 13 technological projects, including 11 new product development projects, 2 improvement projects and obtained 17 parents, including 10 invention patents. Currently, the Company has 762 parents (including 4 international PCT patents) and 8 software copyrights. In the report period, Dongguan Fangda New Material passed the certification as a national hi-tech company. So far, the Company has four subsidiaries that have passed the certification. 20 China Fangda Group Co., Ltd. 2016 Annual Report 2. Main business analysis 1. Summary For details see Management Discussion and Analysis – 1. Profile 2. Income and costs (1) Turnover composition In RMB 2016 2015 Proportion in Proportion in YOY change (% ) Amount Amount operating costs (%) operating costs (%) Total turnover 4,203,866,173.72 100% 2,550,467,494.78 100% 64.83% Industry Metal production 2,042,947,811.82 48.60% 2,125,881,648.28 83.35% -3.90% Railroad industry 327,766,817.78 7.80% 258,278,535.47 10.13% 26.90% New energy industry 29,742,249.70 0.71% 149,151,356.13 5.85% -80.06% Real estate 1,784,378,167.91 42.45% Others 19,031,126.51 0.45% 17,155,954.90 0.67% 10.93% Product Curtain wall system 2,042,947,811.82 48.60% 2,125,881,648.28 83.35% -3.90% and materials Subway screen door 327,766,817.78 7.80% 258,278,535.47 10.13% 26.90% and service PV power generation 29,742,249.70 0.71% 149,151,356.13 5.85% -80.06% and LED products Real estate sales 1,784,378,167.91 42.45% Others 19,031,126.51 0.45% 17,155,954.90 0.67% 10.93% District In China 4,177,161,780.92 99.00% 2,480,678,272.83 97.26% 68.39% Out of China 26,704,392.80 1.00% 69,789,221.95 2.70% -61.74% (2) Industries, products or districts that take more than 10% of the Companys business turnover or profit √ Applicable □ Inapplicable Whether the Company needs to comply with disclosure requirements of special industries Yes 21 China Fangda Group Co., Ltd. 2016 Annual Report Property development and decoration industries The Company must comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.6 – Listed Companies Engaged in Decoration Business. 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 2,042,947,811.82 1,731,942,410.97 15.22% -3.90% -3.21% -0.61% Real estate 1,784,378,167.91 633,826,318.49 64.48% Railroad industry 327,766,817.78 251,310,978.28 23.33% 26.90% 24.01% 1.79% Product Curtain wall system and 2,042,947,811.82 1,731,942,410.97 15.22% -3.90% -3.21% -0.61% materials Real estate sales 1,784,378,167.91 633,826,318.49 64.48% Metro screen 327,766,817.78 251,310,978.28 23.33% 26.90% 24.01% 1.79% door District In China 4,177,161,780.92 2,570,078,006.89 38.47% 68.39% 20.81% 24.23% Main business statistics adjusted in the recent one year with the statistics criteria adjusted in the report period □ Applicable √ Inapplicable Different business types of the Company Business type Turnover Operation cost Gross margin Curtain wall system and 2,042,947,811.82 1,731,942,410.97 15.22% materials Whether the Company runs business through the Internet □ Yes √ No Whether the Company runs overseas projects □ Yes √ No Main business statistics adjusted in the recent one year with the statistics criteria adjusted in the report period □ Applicable √ Inapplicable (3) The physical sales revenue is high the labor service revenue □ Yes √ No 22 China Fangda Group Co., Ltd. 2016 Annual Report (4) Performance of signed major sales contracts in the report period √ Applicable □ Inapplicable Yes Property development and decoration industries The Company must comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.6 – Listed Companies Engaged in Decoration Business. Project amount Cumulative recognized income Amount of unfinished part Unfinished project 7,927,986,157.57 5,227,414,687.82 2,700,571,469.74 Other note √ Applicable □ Inapplicable Accumulative Balance of unpaid Accumulative recognized gross Estimated loss Settled amount amount of finished occurred costs margin project Finished but not 7,097,768,053.00 1,239,280,706.00 8,150,760,542.00 186,288,217.00 settled project Other note √ Applicable □ Inapplicable (5) Operation cost composition The Company must comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.6 – Listed Companies Engaged in Decoration Business. Main business cost composition In RMB 2016 2015 Proportion in Proportion in Cost composition Business type YOY change (% ) Amount operating costs Amount operating costs (%) (%) Curtain wall Raw materials system and 1,124,832,846.21 64.95% 1,181,842,856.96 66.80% -1.85% materials Industry In RMB 2016 2015 Proportion in Proportion in Industry Items YOY change (% ) Amount operating costs Amount operating costs (%) (%) Metal production Raw materials 1,124,832,846.21 64.95% 1,181,842,856.96 66.80% -1.85% 23 China Fangda Group Co., Ltd. 2016 Annual Report Construction and Real estate 342,870,138.09 54.13% installation cost Notes (6) Change to the consolidation scope in the report period √ Yes □ No 1. Fangda Automation (Hong Kong) Co., Ltd. indirectly controlled by the Company was set up in the report period. The subsidiary of the Company Ganzhou Longneng New Energy Co., Ltd. controlled indirectly by the Company was liquidized in this period. In July 2016, the Company transfers Shengyang Fangda and Shenzhen Woke that it controlled directly or indirectly to the liquidation team specified by the People’s Court of Hunnan District of Shengyang Liaoning Tongwen Law Firm and no longer controls the two companies. Therefore, three subsidiaries are moved out of the consolidation scope in this period. (7) Major changes or adjustment of business, products or services in the report period √ Applicable □ Inapplicable In the report period, the sales of the Shenzhen Fangda Town renovation project developed by the Company reached RMB1.784 billion. (8) Major sales customers and suppliers Main customers Total sales amount to top 5 customers (RMB) 1,454,218,692.42 Proportion of sales to top 5 customers in the annual sales 34.59% Percentage of sales of related parties in top 5 customers in 0.00% the annual sales Information of the Company's top 5 customers No. Customer Sales (RMB) Percentage in the annual sales 1 No.1 739,692,641.90 17.60% 2 No.2 262,182,191.44 6.24% 3 No.3 206,285,078.69 4.91% 4 No.4 132,766,624.20 3.16% 5 No.5 113,292,156.19 2.69% Total -- 1,454,218,692.42 34.59% Other information about major customers □ Applicable √ Inapplicable Main suppliers Purchase amount of top 5 suppliers (RMB) 1,137,598,642.25 Proportion of purchase amount of top 5 suppliers in the 40.34% 24 China Fangda Group Co., Ltd. 2016 Annual Report total annual purchase amount Percentage of purchasing amount of related parties in top 0.00% 5 customers in the annual purchasing amount Information of the Company’s top 5 suppliers No. Supplier Purchase amount (RMB) Percentage in the annual purchase amount 1 No.1 741,033,862.27 26.28% 2 No.2 134,490,362.32 4.77% 3 No.3 99,099,000.00 3.51% 4 No.4 93,275,792.52 3.31% 5 No.5 69,699,625.14 2.47% Total -- 1,137,598,642.25 40.34% Other information about major suppliers □ Applicable √ Inapplicable 3. Expenses In RMB 2016 2015 YOY change (% ) Notes Mainly due to the decrease in the Sales expense 59,273,046.14 75,264,951.18 -21.25% advertisement and business promotion expense Administrative expense 171,922,091.39 167,405,776.25 2.70% Mainly due to the decrease in the Financial expenses 28,255,397.43 50,672,490.05 -44.24% current capital loan 4. R&D investment √ Applicable □ Inapplicable None R&D investment 2016 2015 Change R&D staff number 459 351 30.77% R&D staff percentage 19.54% 15.08% 4.46% R&D investment amount 113,321,489.31 105,200,255.72 7.72% (RMB) Investment percentage in 2.70% 4.12% -1.42% operation turnover Capitalization of R&D 0.00 0.00 25 China Fangda Group Co., Ltd. 2016 Annual Report investment amount (RMB) Percentage of capitalization of R&D investment in the R&D 0.00% 0.00% 0.00% investment Reason for the increase in the percentage of R&D investment in the business turnover √ Applicable □ Inapplicable The sales amount of the Fangda Town project is large. Therefore, the percentage of R&D investment in operating revenue has been decreased. Explanation of the increase in the capitalization of R&D investment □ Applicable √ Inapplicable 5. Cash flow In RMB Items 2016 2015 YOY change (% ) Sub-total of cash inflow from 3,711,200,293.75 2,219,602,450.52 67.20% business operations Sub-total of cash outflow from 3,245,483,218.83 2,579,717,564.56 25.81% business operations Cash flow generated by 465,717,074.92 -360,115,114.04 business operations, net Sub-total of cash inflow 575,207,720.42 397,636,935.30 44.66% generated from investment Subtotal of cash outflows 686,658,608.57 213,169,919.71 222.12% Cash flow generated by -111,450,888.15 184,467,015.59 -160.42% investment activities, net Subtotal of cash inflow from 2,112,173,978.78 1,764,927,828.86 19.67% financing activities Subtotal of cash outflow from 1,780,430,903.66 1,444,458,573.58 23.26% financing activities Net cash flow generated by 331,743,075.12 320,469,255.28 3.52% financing activities Net increase in cash and cash 688,085,331.62 145,101,011.59 374.21% equivalents Explanation of major changes in related data from the same period last year √ Applicable □ Inapplicable The net cash flow generated by operating activities increases by RMB825,832,200 from the same period last year. It is mainly attributable to the collection of sales amounts in the report period. Explanation of major difference between the cash flow generated by operating activities and the net profit in the year 26 China Fangda Group Co., Ltd. 2016 Annual Report □ Applicable √ Inapplicable 3. Non-core business analysis √ Applicable □ Inapplicable In RMB Amount Profit percentage Reason Whether continuous Mainly gain from disposal of financial assets held for sales and gain from Investment income 61,228,848.36 7.12% re-measurement of 否 remaining interests at fair value after losing the control power on Shenyang Fangda Gain/loss caused by Adjustment of fair value of changes in fair 16,862,823.13 1.96% No investment real estate value Mainly receivable bad debt impairment provision, inventory depreciation provision made for SOZN Assets impairment 197,907,957.26 23.01% No and assets impairment provision made for enforced liquidation of Shenyang Fangda Governmental subsidy, Non-operating 18,327,500.52 2.13% income from VAT rebate and No revenue income from sales of waste Mainly loss from disposal of Non-business 6,945,905.31 0.81% fixed assets and debt No expenses reorganization 4. Assets and liabilities 1. Major changes in assets composition In RMB End of 2016 End of 2015 Change Proportion in Proportion in Notes Amount Amount (% ) total assets total assets Monetary capital 1,095,229,837. 16.14% 400,953,337.32 8.98% 7.16% Mainly due to cash obtained from sales 27 China Fangda Group Co., Ltd. 2016 Annual Report 90 of Fangda Town property Mainly due to mortgage payment Account 2,342,929,628. 1,405,718,134. 34.52% 31.49% 3.03% increase from sales of Fangda Town receivable 14 89 property Mainly due to increase in Fangda Town 1,990,621,059. 1,346,591,303. Inventory 29.33% 30.16% -0.83% and Phoenix project development costs 27 53 and product development costs Investment real 333,795,631.3 4.92% 335,328,805.74 7.51% -2.59% estate 0 Long-term share 12,105,030.68 0.18% 10,489,680.93 0.23% -0.05% equity investment 506,819,266.3 Fixed assets 7.47% 462,648,998.51 10.36% -2.89% 8 Construction in 2,537,725.36 0.04% 15,134,390.90 0.34% -0.30% process 591,000,000.0 1,147,957,775. Short-term loans 8.71% 25.72% -17.01% Repayment of mature borrowing 0 82 922,169,568.2 Mainly due to increase in loans for the Long-term loans 13.59% 300,395,582.06 6.73% 6.86% 4 Fangda Town project 2. Assets and liabilities measured at fair value √ Applicable □ Inapplicable 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 Financial assets 1. Financial assets measured at fair value with variations accounted into 14,546,206.58 -1,099,400.09 16,503,917.42 0.00 current income account (excluding derivative financial assets) 28 China Fangda Group Co., Ltd. 2016 Annual Report 2. Derivative 412,128.63 2,232,200.00 2,232,200.00 financial assets Subtotal 14,546,206.58 -687,271.46 2,232,200.00 16,503,917.42 2,232,200.00 Investment real 303,090,562. 304,615,212.53 17,550,094.59 91,831.63 13,082,954.01 estate 62 305,322,762. Total 319,161,419.11 16,862,823.13 91,831.63 2,232,200.00 29,586,871.43 62 Financial 0.00 0.00 0.00 0.00 0.00 0.00 liabilities Major changes in the assets measurement property of the Company in the report period □ Yes √ No 3. Right restriction of assets at the end of the period Items Closing book value Reason Bank deposits 728,405.91 Frozen deposit Other monetary capital 158,676,856.59 Deposit Fixed assets 74,379,007.79 Borrowing pledge or frozen by a court Investment real estate 296,740,660.63 Loan by pledge 100% stake in Fangda Property 200,000,000.00 Loan by pledge Development held by the Company Total 730,524,930.92 5. Investment 1. General situation □ Applicable √ Inapplicable 2. Major equity investment in the report period □ Applicable √ Inapplicable 3. Major non-equity investment in the report period □ Applicable √ Inapplicable 29 China Fangda Group Co., Ltd. 2016 Annual Report 4. Financial assets investment (1) Securities investment √ Applicable □ Inapplicable In RMB Accumu lative Gain/los changes s caused in fair Amount Amount Initial Account Opening Closing Securiti Abbrevi by value purchas sold in Gain/los Account Capital Code investm ing book book es ation changes accounti ed in the the s ing item source ent cost method value value in fair ng into period period value the income account Domesti Sino Oil Measure Transact c and Gas 16,263, ment at 14,546, -1,099,4 16,503, 1,957,7 ional Self-ow 00702 0.00 overseas Holding 675.00 fair 206.58 00.09 917.42 10.84 financia ned fund shares s Ltd value l assets 16,263, 14,546, -1,099,4 16,503, 1,957,7 Total -- 0.00 0.00 0.00 -- -- 675.00 206.58 00.09 917.42 10.84 Disclosure date of approval by the Board of Directors 11.03.14 of securities investment Disclosure date of securities investment approval by the Shareholders’ Meeting (if any) (2) Derivative investment √ Applicable □ Inapplicable In RMB10,000 Proporti Actua Derivati Impairm on of l Initial Amount Closing ve Related Amount ent closing gain/l Relation Initial Start investm sold in investm investm transacti Type End date in this provisio investm oss in ship amount date ent this ent ent on period n (if ent the amount period amount operator any) amount report in the period 30 China Fangda Group Co., Ltd. 2016 Annual Report closing net assets in the report period Shangha Shanghai i Futures 14,133.6 14,133.6 845.0 None No aluminu 02.03.16 15.08.17 7,912.87 6,220.78 2.63% Exchang 5 5 9 m e 14,133.6 14,133.6 845.0 Total -- -- 0 7,912.87 6,220.78 2.63% 5 5 9 Capital source Self-owned fund Lawsuit (if any) None Disclosure date of derivative investment approval by the Board of Directors (if any) Disclosure date of derivative investment approval by the Shareholders’ Meeting (if any) Risk analysis and control measures To prevent the risk of fluctuation of raw material prices, the Company adopted the for the derivative holding in the report aluminum futures exchanged at the domestic futures exchange to provide hedging for period (including without limitation aluminum as a raw material for the Company. The Company has set up and implemented the market, liquidity, credit, operation and Provincial Regulations on China Fangda Group Domestic Futures Hedging to prevent risks. legal risks) Changes in the market price or fair value of the derivative in the report period, the analysis of the derivative’s Fair value of derivatives are measured at open prices in the futures market fair value should disclose the method used and related assumptions and parameters. Material changes in the accounting The Company decides to implement the Temporary Provisions on the Accounting of policies and rules related to the Commodity Futures Hedging for its aluminum ingot futures contracts in the report period derivative in the report period and no longer implement the Enterprise Accounting Standard No.24 – Hedging compared to last period Opinions of independent directors on the Company’s derivative investment None and risk controlling 31 China Fangda Group Co., Ltd. 2016 Annual Report 5. Use of raised capital √ Applicable □ Inapplicable (1) Overview √ Applicable □ Inapplicable In RMB10,000 Amount of Accumulat raised Proportion ive amount Amount of Total capital of of raised Total Total Total of raised Use plan raised Year of Method of accumulati which the capital of accumulati amount of amount capital of of retained capital not fund fund ve raised purpose which the ve raised the raised used in which the fund from used in raising raising capital was purpose capital capital this period purpose financing more than used changed in has been used has been two years the report changed changed period Fund Private 2016 45,986.92 20,204.16 20,204.16 0 0 0.00% 25,782.76 raising 0 issuing project Total -- 45,986.92 20,204.16 20,204.16 0 0 0.00% 25,782.76 -- 0 Notes to use of raised capital The Company received the Reply to the Non-public Share Issuance of Fangda China Group Co., Ltd. (CSRC License [2016] No.825) to allow the Company to issue 32,184,931 Account shares at the price of Bank account Balance type RMB14.60/share. A total of RMB469,899,992.6 0 will be raised. The net amount will be RMB459,869,219.8 8 after the issuance expense of RMB10,030,772.72 is deducted. The 32 China Fangda Group Co., Ltd. 2016 Annual Report fund will be received on July 15, 2016. Grant Thornton (limited liability partnership) will verify the fund and issue the Capital Verification Report [Grant Thornton Verification (2016) 350ZA0055]. The Company will open a special account to save the fund. (2) Amount used in this year In 2016, RMB72,072,475.39 was directly invested, RMB129,969,219.8 8 was used to permanently replenish the working capital, RMB200,000,000.0 0 was used to temporarily replenish the working capital. RMB41,000,000.00 was used to purchase financial products. By December 31, 2016, totally RMB 72,072,475.39 has been directly invested, RMB129,969,219.8 8 used to permanently replenish working capital, RMB200,000,000.0 33 China Fangda Group Co., Ltd. 2016 Annual Report 0 used to temporarily replenish working capital, RMB41,000,000.00 used to purchase financial products, and RMB16,827,524.61 is not used. 2. Management of raised fund (1) the Company has formulated the Regulations for Management Raised Fund to comply with related regulations and protect investors’ interests. The Regulations has been reviewed and passed at the 22nd meeting of the 7th Board of Directors held on July 29, 2016. The Company started to manage the raised fund in the special account from July 2016 and signed the Raised Fund Account Management Agreement with the deposit bank to regulate the use and management of the raised fund. By December 31, 2016, the Company has strictly complied 34 China Fangda Group Co., Ltd. 2016 Annual Report with the agreement in using and depositing the raised fund. (2) The deposit of the raised fund by December 31, 2016 is as follows: Deposit bank: CITIC Bank, Special Shenzhen OCT 8110 3010 1520 0104 050 1,693,291.37 account Sub-branch CCB, Shenzhen Special 4425 0100 0007 0000 0304 1,184,933.49 OCT Sub-branch account China Merchants Bank, Shenzhen Special 7559 3103 9910 803 14,542,541.00 Nanshan account Sub-branch Total 17,420,765.86 (2) Promised raised-capital-based projects √ Applicable □ Inapplicable In RMB10,000 If Investme Date investme Promised Accumul Project promised to be nt when the Whether Any nt project total Adjusted Investme ative Profit invested with the raised progress project the major is investme total nt in the investme realized capital and investment by the become estimate change in changed nt of the investme report nt by the in the of the excessive raised end of the useable profit is the (includin raised nt (1) period end of the period capital period (3) as realized feasibility g partial capital period (2) =(2)/(1) proposed change) Promised investment projects 1. Jiangxi Pingxiang Luxi 13MWp No 10,898 10,898 5,050.35 5,050.35 46.34% 28.06.16 567.44 Yes No distributed PV power plant project 2. Jiangxi Pingxiang Xiangdong 20MWp No 16,800 16,800 201.23 201.23 1.20% 30.06.18 No Yes distributed PV power plant project Phase I of the Jiangxi No 3,612 3,612 1,955.66 1,955.66 54.14% 08.05.16 281.77 Yes No 35 China Fangda Group Co., Ltd. 2016 Annual Report Nanchang Isuzu Automobile parking lot roof 6.3MWp distributed PV power generation project 4. Phase II of the Jiangxi Nanchang Isuzu Automobile parking lot roof No 1,680 1,680 0.00% 30.06.18 No Yes 6.3MWp distributed PV power generation project 5. Replenishing No 12,996.92 12,996.92 12,996.92 12,996.92 100.00% Yes No working capital Subtotal of promised -- 45,986.92 45,986.92 20,204.16 20,204.16 -- -- 849.21 -- -- investment projects Investment of excessive raised capital None Total -- 45,986.92 45,986.92 20,204.16 20,204.16 -- -- 849.21 -- -- Since national policies on PV power generation have changed significantly and the predicted benefits decrease, the Company determines to terminate the development of the Jiangxi Pingxiang Xiangdong 20MWp distributed PV power plant project and Phase II of the Jiangxi Nanchang Isuzu Automobile Reason or situation that parking lot roof 6.3MWp distributed PV power generation project. The unused fund of the two projects not on schedule (on will be used to permanently replenish the working capital. The Company will restart the investment with specific project) its self-owned capital when the Company sees fit. The Company will continue paying attentions to the latest national policies and determine the future development of the PV and new energy business according to the Company’s conditions. The proposal needs to be reviewed and passed at the general shareholders’ meeting. Notes to major changes National PV power generation policies have changed substantially, loweing the estimated profits. in project feasibility Amount, purpose and Inapplicable use of excessive raised capital Changes in Inapplicable implementation place of investment funded by raised capital Adjustment of the Inapplicable implementation way of investment funded by raised capital 36 China Fangda Group Co., Ltd. 2016 Annual Report Initial use of raised Applicable fund in projects and replacement Applicable On December 16, 2016, the Company held the 25th Meeting of the 7th Board of Directors to review and approve the Proposal on Using Part of the Idle Raised Fund to Temporarily Replenish the Working Capital. Idle raised capital used According to the proposal, the Company will use RMB200 million of the idle raised fund to replenish the as working capital working capital for no more than 12 months upon the approval of the proposal by the Board of Directors. When the period expires, the fund will be returned to the account of the raised fund. The Company used RMB200 million to temporarily replenish the working capital on December 19. Surplus of investment Applicable and cause Use plan of retained fund from financing Problem or situation in using of raised capital None and disclosing (3) Altering of projects financed by raised capital □ Applicable √ Inapplicable None 6. Major assets and equity sales 1. Major assets sales □ Applicable √ Inapplicable The Company sold no assets in the report period. 2. Major equity sales □ Applicable √ Inapplicable 7. Analysis of major joint stock companies √ Applicable □ Inapplicable Major subsidiaries and joint stock companies affecting more than 10% of the Company’s net profit In RMB Main Registered Operation Company Type Total assets Net assets Turnover Net profit business capital profit 37 China Fangda Group Co., Ltd. 2016 Annual Report Fangda Curtain wall 500,000,000. 2,728,743,94 823,023,329. 1,849,540,61 70,792,157.0 48,231,107.7 Subsidiary Jianke system 00 0.95 64 6.97 9 0 Fangda 200,000,000. 3,142,751,26 314,526,312. 1,784,378,16 740,855,893. 554,923,445. Subsidiary Real estate Property 00 9.54 48 7.91 46 15 Acquisition and disposal of subsidiaries in the report period □ Applicable √ Inapplicable Major joint-stock companies 8. Structural entities controlled by the Company □ Applicable √ Inapplicable 9. Future Prospect (1) Competition map and development trned 1. Curtain wall and material system industry As China continues urbanizing, the demand for construction curtain walls will grow rapidly, fueling the development of the curtain wall industry. Over recent years, a series of industry policies will be issued to push forward the industry, providing a gold opportunity for the development of energy-saving curtain wall and material business. 2. Rail transport equipment business As the Chinese government continues to implement the “One Road, One Belt” and “Chinese Manufacturing Plan 2025” strategies, the Chinese urban railway transportation has been developed rapidly, turning the subway screen door business onto a fast track. By the end of 2016, a total of 130 subway lines have been running in more than 29 cities with a total length of 3,849 km. More than 100 lines in more than 40 cities are under construction with a total length of more than 3,000 km. The year 2016 is the first year of the 13th five-year plan period. The National Reform and Development Commission approved the applications of rail transport construction of about 8,600 km in 43 cities. 3. New energy industry In 2016, the total production value of the PV industry in China reached RMB336 billion, up 27% year on year. The production value takes up more than 50% of the global aggregate. The Ministry of Industry and Information Technology predicts that the industry will remain stable in 2017. However, the adjustment of the on-grid electricity price causes a rush of new market players and PV power plant construction plans, which leads to a fluctuation in the industry in China. 4. Real estate As the land resource in cities becomes increase scarce, city renovation will become a common task for all major cities. The limited land resource has also become a bottleneck for the development of Shenzhen. City renovation provides a low-cost solution for this problem and is largely supported by the government. The project is well positioned in the cross of the Dashahe innovation corridor and OCT cultural creation ring. (2) Company development strategy and business plan The Company is a technological and market leader in the hi-end energy-saving curtain wall industry and will benefit from the development of the industry. The growth of the market will contribute to the Company’s profitability. The rail transport industry is developing rapidly in China. Many Chinese cities have plans to develop rail transport. The development of the sector is much faster than people’s expectations, boosting the development of the subway screen door industry. The Company will enjoy from the fast development of the industry. Over recent years, the percentage of operation revenue of the 38 China Fangda Group Co., Ltd. 2016 Annual Report railway transportation business has continued increasing in the Company. With years’ development, the Company has become an industry leader in terms of market share, brand influence, standard and expertise. As the Company expected changes in the government’s PV power generation policies, the Company proactively adjusted the strategy and slowed down the development of PV power plants. The Company plans to use the remaining fund that is originally planned to fund PV power plants to permanently replenish the Company’s working capital. The Company will continue paying attentions to the latest national policies and determine the future development of the PV and new energy business according to the Company’s conditions. The year 2017 is an important year of the 13th Five-Year Plan period. The government will continue the supply side reform in this year. The Company will ride the tide of national development strategies to benefit from the development of industries and continue focusing on quality and efficiency. The Company will establish annual business and management targets and seek to fulfill annual operation gains, building the path of continuous development. In 2017, the Company will focus on the south China curtain wall and material industry and also pay attention to high quality projects and customers in the Yangtze River, Beijing-Tianjin and Chengdu-Chongqing districts. The Company will also seek opportunities to grow globally. The Company will continue to consolidate its leadership in the domestic rail transport equipment industry by following the “One Road, One Belt” strategy and seek to expand its overseas business. The Company will further strengthen the domestic and overseas sales teams to ensure adequate market exploration and project implementation resources for the long-term development of the Company. The Company will continue strengthening cost management, optimizing the personnel structure, reinforcing risk awareness and controlling internal risks.The Company will continue implementing the Fangda Town project and start the development of the Nanchang Phoenix Land project. (3) Capital demand and source for projects in progress To realize the business target in 2017, the Company will develop suitable financial and capital plans, accelerate the collection of accounts receivable, sales payment from sales of Fangda Town, expand financing channels, and use share issuance, bank loans and other financing products to meet the demand for capital. (4) Risks and solutions 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 five 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 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, strengthen staff training to improve working efficiency. 4. Solar PV power plant risks and measures 39 China Fangda Group Co., Ltd. 2016 Annual Report The industry is closely related to policies of the local government. Changes in policies will have large impacts on the industry. The Company will continue paying attentions to the development of the industry. The Company will conduct adequate verification on project feasibility, control costs, quality and schedules strictly, and improve its development, construction and maintenance capabilities. X. Acceptance of surveys, negotiation and visits 1. Reception of investigations, communications, or interviews in the reporting period √ Applicable □ Inapplicable Time/date Way Visitor Disclosure of information Investor Relationship Record Form on 12.01.16 Onsite investigation Institution www.cninfo.com.cn Investor Relationship Record Form on 07.03.16 Onsite investigation Institution www.cninfo.com.cn Investor Relationship Record Form on 11.03.16 Onsite investigation Institution www.cninfo.com.cn Investor Relationship Record Form on 16.03.16 Onsite investigation Institution www.cninfo.com.cn Investor Relationship Record Form on 13.05.16 Onsite investigation Institution www.cninfo.com.cn Investor Relationship Record Form on 24.05.16 Onsite investigation Institution www.cninfo.com.cn Investor Relationship Record Form on 16.08.16 Onsite investigation Institution www.cninfo.com.cn Investor Relationship Record Form on 08.09.16 Onsite investigation Institution www.cninfo.com.cn Investor Relationship Record Form on 03.11.16 Onsite investigation Institution www.cninfo.com.cn Investor Relationship Record Form on 17.11.16 Onsite investigation Institution www.cninfo.com.cn TIme 10 Number of institutes 35 Number of individuals 0 Number of other visitors 0 Disclosure of any non-public information No 40 China Fangda Group Co., Ltd. 2016 Annual Report V Significant Events 1. Profit distribution and reserve capitalization plan Establishment, implementation or adjustment of profit distribution policies especially the cash dividend policy during the report period √ Applicable □ Inapplicable During the report period, the Company implemented the profit distribution plan for 2015. Approved at the Shareholders' Meeting 2015 held on 17.05.17, the Company's profit distribution plan for 2015 is distributing a cash dividend of RMB1.00 (tax-included) for every ten shares of all the shareholders based on a total of 756,909,905 shares on 31.12.2015. The plan was implemented on 27.05.16 (see the 2015 Share Equity Distribution Implementation Announce 2016-25). 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) 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 31.12.14. No dividend share or capitalization share is issued in the year. 2015: A cash dividend of RMB1.00 (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 75,690,990.50, on 31.12.15. No dividend share or capitalization share is issued in the year. 2016: A cash dividend of RMB3.50 (including tax) for each ten shares is issued to all shareholders on the basis of 789,094,836 shares with a total amount of RMB 276,183,192.60, on 31.12.16. Five shares will be issued for every ten shares to all shareholders through capitalization of capital reserve. No dividend share will be issued in this year. Distribution of cash dividend over the recent three years (including this period) In RMB Net profit Proportion in the net attributable to project attributable Proportion of cash Cash dividend Cash dividend paid Year shareholders in the to shareholders in dividend paid in (including tax) in other manners consolidated the consolidated other manners financial statements financial statements 2016 276,183,192.60 697,956,378.23 39.57% 0.00 0.00% 2015 75,690,990.50 107,272,369.77 70.56% 0.00 0.00% 41 China Fangda Group Co., Ltd. 2016 Annual Report 2014 22,707,297.15 96,998,429.76 23.41% 0.00 0.00% Cash dividend proposed despite the Company records profits in the report period and a positive undistributed profit/ □ Applicable √ Inapplicable 2. 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, 3.50 tax-included) Shares capitalized for every 10 shares 5 A total number of shares as the distribution basis 789,094,836 Total cash dividend (yuan, including tax) 276,183,192.60 Distributable profit (yuan) 1,016,820,576.30 Proportion of cash dividend in the distributable 100.00% profit Cash dividend 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 RMB3.50 (including tax) for each ten shares issued to all shareholders on the basis of 789, 094,836 shares with a total amount of RMB276,183,192.60, on 31.12.16. Five shares will be issued for every ten shares to all shareholders through capitalization of capital reserve. No dividend share will be issued in this year. The plan needs to be reviewed and approved at the General Shareholders' Meeting 2016. 3. Performance of promises 1. Commitments that have been fulfilled and not fulfilled by actual controller, shareholders, related parties, acquirers of the Company √ Applicable □ Inapplicable Promised issue Promiser Type Commitment Date Term Fulfillment Share reform None Commitments made in acquisition None reports or equity change reports Commitments made during assets None reorganization Caitong Fund; Share sales Shares offered Commitments made during initial Changzhou restriction in the 01.08.16 12 months In fulfillment public offering or re-financing Investment commitment non-public 42 China Fangda Group Co., Ltd. 2016 Annual Report Group, First share issuance Capital in 2015 will Securities, be locked for Fullgoal 12 months Assets from the date Management of listing Co., Ltd., Sinomach Finance Co., Ltd., Minsheng Tonghui Asset Management Co., Ltd. and Ping An-UOB Fund Management Co., Ltd. Share option incentive None Other commitments made to None small-to-middle shareholders Timely fulfillment Yes If a commitment is not fulfilled timely, the reason should be explained Inapplicable and the further plan should be introduced 2. Explanation and reason of profit forecasts on assets or projects that remain in the report period □ Applicable √ Inapplicable 4. Non-operating capital use by the controlling shareholder or related parties in the reporting term □ Applicable √ Inapplicable The controlling shareholder and its affiliates occupied no capital for non-operating purpose of the Company during the report period. 5. Statement of the Board of Directors, Supervisory Committee and Independent Directors (if applicable) on the “non-standard auditors report” issued by the CPA on the current report period □ Applicable √ Inapplicable 43 China Fangda Group Co., Ltd. 2016 Annual Report 6. Statement of changes to accounting policies, estimates and audit methods compared with the financial report of the previous year √ Applicable □ Inapplicable On December 10, 2015, the Ministry of Finance issued the Temporary Provisions on the Accounting of Commodity Futures Hedging (Accounting Doc No.18 [2015]). According to the document, Company may choose to implement this new regulation or Enterprise Accounting Standard No.24 – Hedging. The Company chooses to implement the Temporary Provisions on the Accounting of Commodity Futures Hedging. On December 3, 2016, the Ministry of Finance issued the Notice on Increasing Pilot Points of Business Tax/VAT Reform (Tax Doc No. 36 (2016)). From the implementation of the notice, amounts of assets and liabilities of transactions that occurred from May 1, 2016 and the implementation of the regulations should be adjusted. 7. Statement of retrospective restatement of major accounting errors in the report period □ Applicable √ Inapplicable No retrospective restatement of major accounting errors in the report period 8. Statement of change in the financial statement consolidation scope compared with the previous financial report √ Applicable □ Inapplicable 1. Fangda Automation (Hong Kong) Co., Ltd. indirectly controlled by the Company was set up in the report period. The subsidiary of the Company Ganzhou Longneng New Energy Co., Ltd. controlled indirectly by the Company was liquidized in this period. In July 2016, the Company transfers Shengyang Fangda and Shenzhen Woke that it controlled directly or indirectly to the liquidation team specified by the People’s Court of Hunnan District of Shengyang Liaoning Tongwen Law Firm and no longer controls the two companies. Therefore, three subsidiaries are moved out of the consolidation scope in this period. 9. Engaging and dismissing of CPA CPA engaged currently Domestic public accountants name Grant Thornton (limited liability partnership) Remuneration for the domestic public accountants 130 (in RMB10,000) Consecutive years of service by the domestic public 5 accountants Name of certified accountants of the domestic public Xie Peiren, Hu Gaosheng accountants 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 44 China Fangda Group Co., Ltd. 2016 Annual Report accountants (if any) Name of certified accountants of the overseas public None accountants (if any) Whether the CPA is replaced □ Yes √ No Engaging of internal control audit CPA, financial advisor and sponsor √ Applicable □ Inapplicable This year, the Company engaged Grand Thornton China (limited liability partnership) as the financial statement and internal control auditing CPA with a fee of RMB1.3 million. This year, the Company engaged China Merchants Securities as the sponsor with a sponsoring fee of RMB9,500,000 for the private A-share issuance issue. 10. Trade suspension and termination after the disclose of the annual report □ Applicable √ Inapplicable 11. Bankruptcy and capital reorganizing □ Applicable √ Inapplicable The Company has no bankruptcy or reorganization events in the report period. 12. Significant lawsuit and arbitration □ Applicable √ Inapplicable The Company has no significant lawsuit or arbitration affair in the report period. 13. Punishment and rectification □ Applicable √ Inapplicable The Company received no penalty and made no correction in the report period. 14. Credibility of the Company, controlling shareholder and actual controller □ Applicable √ Inapplicable 15. Share incentive schemes, staff shareholding program or other incentive plans □ Applicable √ Inapplicable There is no share incentive schemes, staff shareholding program or other incentive plans in the report period 45 China Fangda Group Co., Ltd. 2016 Annual Report 16. Material related transactions 1. Related transactions related to routine operation □ Applicable √ Inapplicable The Company made no related transaction related to daily operating in the report period. 2. Related transactions related to assets transactions □ Applicable √ Inapplicable The Company made no related transaction of assets or equity requisition and sales in the report period. 3. Related transactions related to joint external investment □ Applicable √ Inapplicable The Company made no related transaction of joint external investment in the report period. 4. Related credits and debts □ Applicable √ Inapplicable The Company had no related debt in the report period. 5. Other major related transactions □ Applicable √ Inapplicable The Company has no other significant related transaction in the report period. 17. Significant contracts and performance 1. Asset entrusting, leasing, contracting (1) Asset entrusting □ Applicable √ Inapplicable The Company made no custody in the report period. (2) Contracting □ Applicable √ Inapplicable The Company made no contract in the report period (3) Leasing √ Applicable □ Inapplicable 46 China Fangda Group Co., Ltd. 2016 Annual Report Leasing The investment real estate is used as external leasing. The rental income in the report period is RMB26,768,249.10. 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. Significant guarantee √ Applicable □ Inapplicable (1) Guarantee In RMB10,000 External guarantees made by the Company and subsidiaries (exclude those made for subsidiaries) Actual date of Actual Date of Guarantee occurring Type of Complete Related Guarantee provided to amount of Term disclosure amount (signing date of guarantee d or not party guarantee agreements) Guarantee between the Company and its subsidiaries Actual date of Actual Date of Guarantee occurring Type of Complete Related Guarantee provided to amount of Term disclosure amount (signing date of guarantee d or not party guarantee agreements) since engage of contract to Fangda Jianke 26.04.16 48,000 06.07.16 30,426.97 Joint liability No Yes 2 years upon due of debt since engage of contract to Fangda Jianke 26.04.16 26,000 27.12.16 11,982.2 Joint liability No Yes 2 years upon due of debt since engage of contract to Fangda Jianke 26.04.16 40,000 01.11.16 11,982.2 Joint liability No Yes 2 years upon due of debt since engage of contract to Fangda Jianke 26.04.16 20,000 23.08.16 10,000 Joint liability No Yes 2 years upon due of debt since engage Fangda Jianke 27.03.15 15,000 30.12.15 17,915.54 Joint liability No Yes of contract to 47 China Fangda Group Co., Ltd. 2016 Annual Report 2 years upon due of debt since engage of contract to Fangda Jianke 26.04.16 20,000 17.10.16 2,980.18 Joint liability No Yes 2 years upon due of debt since engage of contract to Fangda Jianke 26.04.16 10,000 17.11.16 10,000 Joint liability No Yes 2 years upon due of debt since engage of contract to Fangda Automatic 26.04.16 21,600 06.07.16 10,559.22 Joint liability No Yes 2 years upon due of debt since engage of contract to Fangda Automatic 26.04.16 10,000 12.12.16 1,000 Joint liability No Yes 2 years upon due of debt since engage of contract to Fangda Automatic 26.04.16 10,000 27.12.16 1,131.7 Joint liability No Yes 2 years upon due of debt Completion of Fangda Automatic 13.09.16 43,951.6 13.09.16 43,951.6 Joint liability performance No Yes of the main contract since engage of contract to Fangda New Material 26.04.16 8,000 25.05.16 2,576.34 Joint liability No Yes 2 years upon due of debt since engage of contract to Fangda Property 23.03.13 130,000 03.02.15 92,216.96 Joint liability No Yes 2 years upon due of debt since engage of contract to Fangda Group 26.04.16 20,000 12.12.16 9,000 Joint liability No Yes 2 years upon due of debt since engage Fangda Group 01.07.15 20,000 08.09.15 12,358.5 Joint liability No Yes of contract to 48 China Fangda Group Co., Ltd. 2016 Annual Report 2 years upon due of debt Total of guarantee to Total of guarantee to subsidiaries subsidiaries actually 566,951.6 321,611.25 approved in the report term (B1) occurred in the report term (B2) Total of balance of Total of guarantee to subsidiaries guarantee actually provided 696,951.6 268,081.41 approved as of the report term (B3) to the subsidiaries as of end of report term (B4) Guarantee provided to subsidiaries Actual date of Actual Date of Guarantee occurring Type of Complete Related Guarantee provided to amount of Term disclosure amount (signing date of guarantee d or not party guarantee agreements) Total of guarantee provided by the Company (total of the above three) Total of guarantee occurred Total of guarantee approved in the 566,951.6 in the report term 321,611.25 report term (A1+B1+C1) (A2+B2+C2) Total of guarantee occurred Total of guarantee approved as of 696,951.6 as of the end of report term 268,081.41 end of report term (A3+B3+C3) (A4+B4+C4) Percentage of the total guarantee occurred (A4+B4+C4) on net 113.39% asset of the Company Including: Note of immature guarantee with guarantee liabilities or possible None joint damage liabilities in the report period Statement of external guarantees violating the procedure (if any) None Note: The normal practice of the Group’s real estate business is that the Group provides periodic mortgage guarantee for house purchasers. The periodic guarantee becomes effective on the effectiveness date of contracts and expires when housing ownership certificates were taken over by banks and house purchasers complete the pledging formalities. By December 31, 2016, the Company has made such periodic guarantee of RMB1.183 billion. (2) Incompliant external guarantee □ Applicable √ Inapplicable The Company made no incompliant external guarantee in the report period. 49 China Fangda Group Co., Ltd. 2016 Annual Report 3. Entrusted cash capital management (1) Wealth management √ Applicable □ Inapplicable In RMB10,000 Actual recover Actual Impairme of gain Related Earning Principal gain/loss Type of nt Estimate and Trustee transactio Amount Start date End date reconition recovered in the product provision return loss in n method actually report (if any) the period report period Annual Bank of Earning-pr Recove No 2,500 05.02.16 15.02.16 yield 2,500 0 1.37 1.37 China otected red 2.00% Annual Bank of Earning-pr Recove No 600 06.02.16 15.02.16 yield 600 0 0.3 0.3 China otected red 2.00% Annual Bank of Earning-pr Recove No 400 06.02.16 15.02.16 yield 400 0 0.21 0.21 China otected red 2.10% Annual Bank of Earning-pr Recove No 1,100 06.02.16 15.02.16 yield 1,100 0 0.54 0.54 China otected red 2.00% Annual Bank of Earning-pr Recove No 4,000 02.02.16 15.02.16 yield 4,000 0 3.42 3.42 China otected red 2.40% Annual Bank of Earning-pr Recove No 5,000 22.03.16 06.04.16 yield 5,000 0 5.16 5.16 China otected red 2.51% Annual Bank of Earning-pr Recove No 8,800 31.05.16 05.07.16 yield 8,800 0 22.78 22.78 China otected red 2.70% Annual Bank of Earning-pr Recove No 10,000 28.09.16 03.11.16 yield 10,000 0 22.68 22.68 China otected red 2.30% Shenzhen Earning-pr Annual Recove branch of No otected 6,000 30.09.16 02.11.16 yield 6,000 0 14 14 red China floating 2.58% 50 China Fangda Group Co., Ltd. 2016 Annual Report CITIC earning Bank Corporati on Limited Shenzhen branch of China Earning-pr Annual CITIC otected Recove No 11,000 11.11.16 14.12.16 yield 11,000 0 24.66 24.66 Bank floating red 2.48% Corporati earning on Limited Shenzhen branch of China Earning-pr Annual CITIC otected Recove No 1,500 30.09.16 02.11.16 yield 1,500 0 3.3 3.3 Bank floating red 2.58% Corporati earning on Limited Shenzhen branch of China Earning-pr Annual CITIC otected Immat No 4,100 30.09.16 04.01.17 yield 0 28.58 Bank floating ure 2.90% Corporati earning on Limited China Earning-pr Annual Merchant otected Recove No 3,400 28.09.16 15.12.16 yield 3,400 0 13.17 13.17 s Bank floating red 2.20% Co., Ltd. earning Total 58,400 -- -- -- 54,300 140.17 111.59 -- The raised fund of RMB90 million has been used to purchase financial products. The other Source of fund amount used to purchase financial products is self-owned fund. Principal and return due but not 0 covered Lawsuit (if any) None Disclosure date of approval 26.04.16 announcement (if any) 51 China Fangda Group Co., Ltd. 2016 Annual Report Disclosure date of Shareholders' Meeting approval announcement (if any) Whether there will be entrusted Yes wealth management plan (2) Trusted loans □ Applicable √ Inapplicable The Company borrowed no trust loan in the report period. 4. Other significant contract □ Applicable √ Inapplicable The Company entered into no other significant contract in the report. XVI Social responsibilities Performance of poverty relieving responsibilities √ Applicable □ Inapplicable (1) Annual poverty relieving summary In 2016, the Company donated a total of RMB1,459,000 for poverty relieving, including: 1. The Company donated RMB1.1 million to the Jiangxi CPCCP Overseas Poverty Relieving Foundation to help the Nanchang Xinjian District and Pingxiang Luxi County build health care centers in 22 poor villages. 2. The Company donated RMB300,00 to Shenzhen Nanshan District Charity for poverty relieving in Guangdong. 3. The Company donated RMB30,000 to two poor university students in Jiangxi. 4. The Company donated RMB24,000 to the congenital heart disease child care program of the Shenzhen Charity Foundation. 5. The Company donated RMB5,000 to the Shanghai Jinshan District Lvgang Town social assistance office. (2) Details Item Unit Qty/Description 1. General situation —— —— Including: 1. Fund (in RMB10,000) 145.9 2. Investment —— —— 1. Industry development —— —— 2. Employment transfer —— —— 3. Relocation —— —— 52 China Fangda Group Co., Ltd. 2016 Annual Report 4. Education —— —— Including: 4.1 Sponsor to students from (in RMB10,000) 3 poor families 4.2 Number of students Person 2 5. Health care support —— —— Including: 5.1 Contribution to health care (in RMB10,000) 110 sources in poor areas 6. Eco-protection support —— —— 7. Last-line guarantee —— —— 8. Social poverty relieving —— —— 8.3 Contribution to poverty (in RMB10,000) 32.9 relieving foundations 9. Others —— —— 3. Prizes —— —— 19. Other material events √ Applicable □ Inapplicable The Company must comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.6 – Listed Companies Engaged in Decoration Business. 1. After the issuance, 32,184,931 new shares were listed on Shenzhen Stock Exchange on August 1, 2016. The issuance will raise a total 469,899,992.60. After the issuance expense of 10,030,772.72 is deducted, the net raised amount is 459,869,219.88. Key issue Date of disclosure Information source Non-Public A-Share Issuance Report and 29.07.16 China Securities Journal, Shanghai Announcement of Listing Securities Daily, Securities Times, HKCD (English) and www.cninfo.com.cn 2. Qualifications in the decoration industry: No. Qualification Effectiveness 1 Construction curtain wall designing class A By 16.04.2020 2 Construction curtain wall contracting class A By 03.02.21 3 Construction decoration contracting class B By 04.03.21 4 Steel structure engineering contracting class B By 04.03.21 5 Construction mechanical and electric equipment By 04.03.21 installation contracting class C 6 City and road lighting engineering contracting class C By 04.03.21 The Safety Production License of the Company expired in 2016. The Company has applied for renewing on December 28, 2016. In addition, the construction decoration contracting class B has been updated into construction decoration contracting class C. In the report period, the Company’s safety management is normal. The Company pays large attention to employees’ safety awareness and capabilities of emergency processing. The Company has strengthened safety production and investigation of safety risks. The Company has formulated safety management guidelines to guide safety management. There was no significant safety 53 China Fangda Group Co., Ltd. 2016 Annual Report accidents in the report period. 20. Material events of subsidiaries □ Applicable √ Inapplicable 54 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 6 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 Proportio Bonus Proportio Amount new d from Others Subtotal Amount n shares n shares reserves I. Shares with trade 32,184,93 32,184,93 33,156,97 972,042 0.13% 4.20% restriction conditions 1 1 3 1. State-owned shares 0 0 2. State-owned legal person 6,438,356 6,438,356 6,438,356 0.82% shares 25,746,57 25,746,57 26,718,61 3. Other domestic shares 972,042 0.13% 3.39% 5 5 7 Including: Shares held by domestic legal persons Domestic natural 972,042 0.13% 0 0 972,042 0.12% person shares 4. Shares held by foreign 0 0 investors Including: Shares held by 0 0 foreign legal persons Overseas natural 0 0 person shares II. Shares without trading 755,937,8 755,937,8 99.87% 0 0 95.80% limited conditions 63 63 419,986,6 419,986,6 1. Common shares in RMB 99.87% 0 0 53.22% 75 75 2. Foreign shares in domestic 335,951,1 335,951,1 44.39% 0 0 42.57% market 88 88 3. Foreign shares in overseas 0 0 market 4. Others 0 0 55 China Fangda Group Co., Ltd. 2016 Annual Report 756,909,9 32,184,93 32,184,93 789,094,8 III. Total of capital shares 100.00% 100.00% 05 1 1 36 Reasons √ Applicable □ Inapplicable In the report period, the Company received the Reply to the Non-public Share Issuance of Fangda China Group Co., Ltd. (CSRC License [2016] No.825) to allow the Company to issue 32,184,931 shares, which became listed on Shenzhen Stock Exchange on August 1, 2016. Approval of the change √ Applicable □ Inapplicable On June 12, 2016, the Company received the Reply to the Non-public Share Issuance of Fangda China Group Co., Ltd. (CSRC License [2016] No.825) to allow the Company to issue A-shares. Share transfer √ Applicable □ Inapplicable In the report period, the Company conducted non-public issuance of 32,184,931 A-shares, which became listed on Shenzhen Stock Exchange on August 1, 2016. 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 2. Changes in conditional shares √ Applicable □ Inapplicable In share Conditional Conditional shares at Released this Increased this Reason of Shareholder shares at end of Date of releasing beginning of the period period condition the period period First Capital Securities – Guosen Securities Private issuing – Mutual Win 0 0 6,438,356 6,438,356 01.08.17 restriction Dayan Quantization Private Placement 56 China Fangda Group Co., Ltd. 2016 Annual Report Collective Assets Management Program Ping An Dahua Fund – Ping An Private issuing Bank – Guohai 0 0 4,041,098 4,041,098 01.08.17 restriction Securities Stock Co., Ltd. Sinomach Finance Private issuing 0 0 3,219,178 3,219,178 01.08.17 Co., Ltd. restriction Changzhou Private issuing Investment Group 0 0 3,219,178 3,219,178 01.08.17 restriction Co., Ltd. Fullgoal Assets – China Merchants Securities – Fullgoal Asssseets Private issuing – Changtai Private 0 0 3,219,178 3,219,178 01.08.17 restriction Placement Hedging No.2 Assets Management Program Kunlun Health Insurance Co., Ltd, Private issuing 0 0 3,212,329 3,212,329 01.08.17 Universal Life restriction Insurance Ping An Dahua Fund – Ping An Bank – Ping An Private issuing Dahua Anying 0 0 958,904 958,904 01.08.17 restriction Huifu No.80 Assets Management Program Caitong Fund – Everbright Bank _ Caitong Fund – Fuhua Private Private issuing 0 0 794,520 794,520 01.08.17 Placement No.2 restriction Assets Management Program Ping An Dahua 0 0 684,931 684,931 Private issuing 01.08.17 57 China Fangda Group Co., Ltd. 2016 Annual Report Fund – Ping An restriction Bank – Shenzhe Ping An Dahua Assets Management Co., Ltd. Caitong Fund – ICBC Bank – Beijing Yizhuang Private issuing International 0 0 561,644 561,644 01.08.17 restriction Investment Development Co., Ltd. Caitong Fund – Everbright Bank _ Caitong Fund – Fuhua Private Private issuing 0 0 561,644 561,644 01.08.17 Placement No.6 restriction Assets Management Program Caitong Fund – ICBC – Fuchun Private Placement Private issuing 0 0 561,644 561,644 01.08.17 Baoli No.1 Assets restriction Management Program Caitong Fund – ICBC – Fuchun Private Placement Private issuing 0 0 561,644 561,644 01.08.17 Baoli No.5 Assets restriction Management Program Caitong Fund – ICBC – Fuchun Private Placement Private issuing 0 0 561,644 561,644 01.08.17 Baoli No.15 Assets restriction Management Program Subtotal of other Private issuing shareholders of 0 0 3,589,039 3,589,039 01.08.17 restriction conditional shares 58 China Fangda Group Co., Ltd. 2016 Annual Report Total 0 0 32,184,931 32,184,931 -- -- 2. Share placing and listing 1. Securities issuance (excluding preference shares) during the report period √ Applicable □ Inapplicable Name of the Approved Price of issue (or Date when trading is shares and Date of issue Amount issued Date of listing amount to be interest rate) terminated derivate securities listed Shares Private issuing of 15.07.16 RMB14.60/share 32,184,931 01.08.16 32,184,931 A-shares Convertible bonds, separable-traded convertible bonds, company bonds Other derivative securities Securities issuance (excluding preference shares) during the report period In the report period, the Company, as approved by the CSRC’s Reply to the Non-public Share Issuance of Fangda China Group Co., Ltd. (CSRC License [2016] No.825), issued 32,184,931 A-shares to raise a net amount of RMB459,869,219.88. After the issuance, the total equity of the Company reaches 789,094,836 shares, including 453,143,648 A-shares and 33,5951,188 B-shares. 2. Statement of changes in share number and shareholder structure, assets and liabilities structure √ Applicable □ Inapplicable In the report period, the Company issued 32,184,931 A-share through non-public share issuance to raise a net RMB459,869,219.88. After the issuance, the equity of the Company increases from 756,909,905 shares to 789,094,836 shares. The 32,184,931 A-shares are all conditional shares. The interest of owners of the Company increases by RMB459,869,219.88 (including: RMB32,184,931.00 is included in Equity, RMB427,684,288.88 is included in Capital reserve – Share Premium). The total assets increase by RMB459,869,219.88. The liabilities structure is not affected. 3. Current employees shares □ Applicable √ Inapplicable 3. Shareholders and the substantial controller of the Company 1. Shareholders and shareholding In share Number of Total number of Number of Total number of shareholders of ordinary share shareholders of shareholders of 44,032 38,771 0 0 common shares shareholders at preferred stocks of preference shares at the end of the end of the which voting rights of which voting 59 China Fangda Group Co., Ltd. 2016 Annual Report the report month before the recovered in the rights resumed at period disclosure date of report period (if the end of the the annual report any) (note 8) month before the disclosure date of the annual report (if any) (see note 8) Shareholders holding 5% of the Company's shares or top-10 shareholders Number Pledging or freezing of shares Amount Sharehold Change held at of shares Nature of ing in the Condition Shareholder the end of without shareholder percentag reporting al shares Share status Amount the sales e period reporting restriction period Shenzhen Banglin Domestic Technologies 68,774,27 68,774,27 non-state legal 8.72% 0 Pledged 24,565,833 Development Co., 3 3 person Ltd. Shengjiu Foreign legal 57,390,41 57,390,41 7.27% 9,528,680 Investment Ltd. person 0 0 GUOTAI JUNAN SECURITIES(HO Foreign legal 33,423,80 33,423,80 4.24% -211,086 NGKONG) person 4 4 LIMITED Domestic natural 26,682,83 16,003,03 26,682,83 Huang Jupei 3.38% person 22 2 Shenzhen Shilihe Domestic 17,860,99 17,860,99 Investment Co., non-state legal 2.26% 0 2 2 Ltd. person Domestic natural 16,213,50 16,213,50 Zhou Shijian 2.05% 0 person 0 0 Shenwan Hongyuan Foreign legal 12,718,40 12,718,40 1.61% 4,185,222 Securities (Hong person 8 8 Kong) Co., Ltd. China Life Insurance – 11,000,00 11,000,00 11,000,00 Dividend – Others 1.39% 00 0 Personal Dividend – 005L-FH002 60 China Fangda Group Co., Ltd. 2016 Annual Report Shen Yunnan International Trust CO., Ltd. – Juxin Others 1.00% 7,852,057 7,852,057 7,852,057 No.5 Collective Fund Trust Program First Capital Securities – Guosen Securities – Mutual Win Dayan Others 0.82% 6,438,356 6,438,356 6,438,356 0 Quantization Private Placement Collective Assets Management Program Among the above-mentioned shareholders, First Capital Securities – Guosen Securities – A strategic investor or ordinary legal Mutual Win Dayan Quantization Private Placement Collective Assets Management person becomes the Top10 share Program became one of the top 10 shareholders because of the A-share issuance. The shareholder due a stock issue (see note 6,438,356 share it holds shall not be transferred within 12 month upon the listing of the 3) shares (on August 1, 2016). 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. 57,390,410 listed in domestic 57,390,410 exchanges GUOTAI JUNAN Foreign shares SECURITIES(HONGKONG) 33,423,804 listed in domestic 33,423,804 LIMITED exchanges RMB common Huang Jupei 26,682,832 26,682,832 shares 61 China Fangda Group Co., Ltd. 2016 Annual Report RMB common Shenzhen Shilihe Investment Co., Ltd. 17,860,992 17,860,992 shares RMB common Zhou Shijian 16,213,500 16,213,500 shares Foreign shares Shenwan Hongyuan Securities (Hong 12,718,408 listed in domestic 12,718,408 Kong) Co., Ltd. exchanges China Life Insurance – Dividend – RMB common Personal Dividend – 005L-FH002 11,000,000 11,000,000 shares Shen Yunnan International Trust CO., Ltd. – RMB common Juxin No.5 Collective Fund Trust 7,852,057 7,852,057 shares Program Foreign shares Haitong International Securities 6,257,441 listed in domestic 6,257,441 Company Limited-Account Client exchanges No action-in-concert or related parties Among the shareholders, Shenzhen Banglin Technology Development Co., Ltd. and among the top10 unconditional Shengjiu Investment Co., Ltd. are parties action-in-concert. Shenzhen Banglin Technology shareholders and between the top10 Development Co., Ltd. and Shenzhen Shilihe Investment Co., Ltd. are related parties. The unconditional shareholders and the Company is not notified of other action-in-concert or related parties among the other top10 shareholders holders of current shares. Top-10 common share shareholders Zhou Shijian holds 16,213,500 shares of the Company through the client credit trade participating in margin trade (if any) securities account of GF Securities; Huang Jupei holds 26,681,832 shares of the Company (see note 4) through the client credit trade securities account of GF Securities; Agreed re-purchasing by the Company’s top 10 shareholders of common shares and top 10 shareholders of unconditional common shares in the report period □ Yes √ No No agreed re-purchasing 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 Shareholder nature: natural person holding Type of shareholder: legal person Legal Name of controlling representative/respon Date of establishment Organization code Main business shareholder sible person Industrial investment, Shenzhen Banglin developing of electronic Technologies Development Chen Jinwu 07.06.01 914403007298400552 products, technical Co., Ltd. consulting, domestic 62 China Fangda Group Co., Ltd. 2016 Annual Report commerce, material trading Stock ownership of other domestic and overseas listed company controlled or whose None shares are held by controlling shareholders Changes in the controlling shareholder in the reporting period □ Applicable √ Inapplicable No change in the controlling shareholder in the report period 3. Substantial controller of the Company Nature of actual controller: domestic natural person Type of actual controller: natural person Name of substantial controller Nationality Right of residence in another country or region Xiong Jianming Chinese Yes Job and position Chairman of the Board and president of the Company over the past 5 years Profiles of domestic and overseas listed companies in which the controller held The controller held no share in other listed companies in the last ten years. shares Change in the actual controller in the report period □ Applicable √ Inapplicable No change in the actual shareholder in the report period 7. Chart of the controlling relationship Controlling over the Company by the substantial controller through trust or other asset management □ Applicable √ Inapplicable 63 China Fangda Group Co., Ltd. 2016 Annual Report 4. Other legal person shareholders with over 10% of total shares □ Applicable √ Inapplicable 5. Conditional decrease of shareholding by controlling shareholder, actual controller, reorganizer and other entities √ Applicable □ Inapplicable The Company conducted non-public issuance of 32,184,931 A-shares in the report period. Acquirers promised not to transfer the new shares within 12 months upon the issuance date. 64 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 7 Preferred Shares □ Applicable √ Inapplicable The Company had no preferred share in the report period. 65 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 8 Particulars about the Directors, Supervisors, Senior Management and Employees 1. Changes in shareholding of Directors, Supervisors and Senior Management Number Increased Decrease Other Number of shares Starting End date shares in d shares increase of shares held at Name Position Job status Sex Age date of of the this in this and held at beginning the term term period period decrease end of the of the (share) (share) (share) period period Chairman Xiong , In office M 59 20.11.95 31.03.17 1,259,771 1,259,771 Jianming president Director, Wang vice In office M 59 20.11.95 31.03.17 36,286 36,286 Shengguo president Xiong Director In office M 48 16.04.99 31.03.17 Jianwei Zhou Director In office M 54 09.04.07 31.03.17 Zhigang Secretary Zhou of the In office M 54 22.10.03 31.03.17 Zhigang Board Independ Guo ent In office M 51 31.03.14 31.03.17 Wanda director Independ Lin Bin ent In office M 54 31.03.14 31.03.17 director Independ Deng Lei ent In office M 38 16.02.16 31.03.17 director Superviso ry Zhen Hua Committe In office F 57 27.05.05 31.03.17 e meeting convener 66 China Fangda Group Co., Ltd. 2016 Annual Report Yin Superviso In office M 48 31.03.14 31.03.17 Changjian r Zen Superviso In office M 47 31.03.14 31.03.17 Xiaowu r Vice Lin Kebin president In office M 39 06.06.08 31.03.17 and CFO Wei Vice In office M 48 29.07.11 31.03.17 Yuexing president Independ Huang ent Resigned M 54 25.03.11 16.02.16 Yaying director Total -- -- -- -- -- -- 1,296,057 0 0 0 1,296,057 2. Changes in the Directors, Supervisors and Senior Executives Name Job Type Date Reason Independent Huang Yaying Resigned 16.02.16 Huang Yaying has resigned due to person reasons director 3. Office Description Professional background, work experience and main duties in the Company of existing directors, supervisors and senior management 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 is now the chairman and CEO of the Company, representative of the 6 th Shenzhen People's Congress, president of the Shenzhen Semi-conductor Lighting Industry Promotion Association, chairman of Shenzhen Jiangxi Commerce Chamber, chairman of Shenzhen Nanshan District Industry and Commerce Association and honorary chairman of Shenzhen Nanshan District Charity. 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 a director of the Company and chairman of the board of directors of Fangda Jianke. Mr. Zhou Zhigang, bachelor’s degree. He is currently a Director, Secretary of Board, and head of the Securities Dept and HR Dept. Mr. Guo Wanda: He is an Economics Ph. D and researcher. 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 consulting services. He is an independent director of the Company. Lin Bin is an economics (accounting) Ph. D. 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 67 China Fangda Group Co., Ltd. 2016 Annual Report Auditor Society, vice president of the Guangdong Internal Auditor Association, and independent director of the company. Mr. Deng Lei is a law Ph. D and post-doctor in the financial securities law of Shenzhen Stock Exchange. He was once the vice director of Corporate Law Affair Commission of Shenzhen Lawyer Association and a senior partner of Guangdong China Commercial Law Firm. Ms. Zhenghua holds a bachelor’s degree and is the convener of supervisory meetings of the Company. Yin Changjian holds bachelor's degree and is a CPA. He was once the vice general manager of the Beijing branch of Fangda Jianke and is the deputy director of the Company’s Supervisory Dept and staff representative supervisor. Zeng Xiaowu holds a master's degree and is a senior engineer. He was once the vice general manager of Fangda Jianke, president of the design institute. He is now the chief engineer of Fangda Jianke and supervisor of the Company. Mr. Lin Kebin holds a bachelor’s degree. At present he’s the Vice President and CFO of the Company. Mr. Wei Yuexing holds a Bachelor degree and is a senior engineer. He is the vice president of the Company and general manager of Fangda Jianke. Offices held at shareholders entities √ Applicable □ Inapplicable Whether any Starting date of End date of the remuneration is Name Shareholder entity Office the term term paid at the shareholder entity Xiong Jianming Shengjiu Investment Ltd. Chairman 06.10.11 No Wang Shenzhen Shilihe Investment Co., Ltd. Chairman 19.10.06 No Shengguo Wang General Shenzhen Shilihe Investment Co., Ltd. 29.09.03 No Shengguo manager Xiong Jianwei Shenzhen Shilihe Investment Co., Ltd. Director 12.06.01 No Zhou Zhigang Shenzhen Shilihe Investment Co., Ltd. Director 19.10.06 No Zhen Hua Shenzhen Shilihe Investment Co., Ltd. Supervisor 19.10.06 No Office None description Offices held at other entities √ Applicable □ Inapplicable Whether any Starting date of End date of the remuneration is Name Entity name Office the term term paid at the shareholder entity General development research institute Standing vice Guo Wanda 01.07.07 Yes (Shenzhen, China) president Shenzhen Baode Technology Group Co., Independent Guo Wanda 06.06.08 Yes Ltd. director Independent Guo Wanda Shenzhen Hercules Logistics Incorporated 01.03.2013 Yes director 68 China Fangda Group Co., Ltd. 2016 Annual Report Management School of Sun Yat-Sen Lin Bin Professor 01.10.98 Yes University Guangzhou Baiyun International Airport Independent Lin Bin 27.06.13 06.12.16 Yes Company Limited director Independent Lin Bin Guangzhou Pearl River Beer Co., Ltd. 19.06.12 Yes director Deng Lei Guangdong China Commercial Law Firm Senior partner 01.11.15 Yes Independent Deng Lei Guangdong Chaohua Technology Co., Ltd. 11.11.15 Yes director Independent Deng Lei Wuhan Gaode Infrared Co., Ltd. 23.04.15 Yes director Independent Deng Lei Shenzhen Haimingrun Industrial Co., Ltd. 18.11.14 Yes director Office The above-mentioned three are independent directors of the Company. description Penalties given by existing securities regulators on directors, supervisors and senior management and those who have resigned in the report period □ Applicable √ Inapplicable 4. 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 Remuneration Total Name Position Sex Age Job status from related remuneration parties Chairman, Xiong Jianming M 59 In office 178.9 No president Director, vice Wang Shengguo M 59 In office 94.04 No president Xiong Jianwei Director M 48 In office 95.25 No Director, Zhou Zhigang M 54 In office 68.69 No secretary of the 69 China Fangda Group Co., Ltd. 2016 Annual Report Board Independent Deng Lei M 38 In office 7 No director Independent Huang Yaying M 54 Resigned 1 No director Independent Guo Wanda M 51 In office 8 No director Independent Lin Bin M 54 In office 8 No director Supervisory Zhen Hua Committee F 57 In office 3 No meeting convener Yin Changjian Supervisor M 48 In office 31.9 No Zen Xiaowu Supervisor M 47 In office 55.86 No Vice president Lin Kebin M 39 In office 78.28 No and CFO Wei Yuexing Vice president M 48 In office 91.55 No Total -- -- -- -- 721.47 -- Equity incentive programs provided for the Directors, and Senior Executives of the Company during the reporting period □ Applicable √ Inapplicable 5. Employees 1. Staff number, professional composition and education Staff number of the parent 67 Staff number of major subsidiaries 1,468 Total staff number 2,349 Number of employees receiving remuneration in the period 2,349 Resigned and retired staff number to whom the parent and major 0 subsidiaries need to pay remuneration Professional composition Categories of professions Number of people Production 858 Sales & Marketing 94 Technicians 1,266 Finance & Accounting 69 Executive 62 70 China Fangda Group Co., Ltd. 2016 Annual Report Total 2,349 Education Categories of education Number of people High school or below 1,153 College diploma 396 Bachelor 774 Master’s degree 25 Doctor’s degree 1 Total 2,349 2. Remuneration policy Staff remuneration policy: The Company’s staff remuneration comprises post wage, performance wage, allowance 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. 3. Training program 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. 4. Labor outsourcing √ Applicable □ Inapplicable Total number of hours of labor outsourcing 11,077,939.28 Total remuneration paid for labor outsourcing (RMB) 332,338,178.35 71 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 9 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. Major difference between the actual corporate governance and regulations on corporate governance of listed companies issued by CSRC □ Yes √ No There is no major difference between the actual corporate governance and regulations on corporate governance of listed companies issued by CSRC. 2. 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. (1) 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. (2) 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. (3) In assets, the Company owns its production, supplementary production system and accessory equipment independently, and possesses its own industrial properties, non-patent technologies, and trademark. (4) 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. (5) 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. 3. Competition □ Applicable √ Inapplicable 72 China Fangda Group Co., Ltd. 2016 Annual Report 4. Annual and extraordinary shareholder meetings held during the report period 1. Annual shareholder meeting during the report period Index for Participation of Meeting Type Date Date of disclosure information investors disclosure Notice on Resolutions of the 1st 1st Provisional Extraordinary Extraordinary Shareholders’ shareholders’ 23.51% 16.02.16 17.02.16 Shareholders’ Meeting 2016 meeting Meeting in 2016 (2016-06) Notice on Resolutions of the 2015 Annual Annual shareholders’ Annual 33.83% 17.05.16 18.05.16 Shareholder Meeting meeting Shareholders’ Meeting in 2015 (2016-24) Notice on Resolutions of the 2nd Provisional Extraordinary 2nd Extraordinary Shareholders’ shareholders’ 34.31% 29.09.16 30.09.16 Shareholders’ Meeting 2016 meeting Meeting in 2016 (2016-44) 2. Shareholders of preference shares of which voting right resume convening an extraordinary shareholders meeting □ Applicable √ Inapplicable 5. 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 Guo Wanda 7 2 5 0 0 No Lin Bin 7 2 5 0 0 No Deng Lei 6 1 4 1 0 No 73 China Fangda Group Co., Ltd. 2016 Annual Report Huang Yaying 1 0 1 0 0 No Time of presence by independent 5 directors at shareholders’ meetings Statement for absence for two consecutive board meetings None 2. Objection raised by independent directors Any objection raised by independent directors against the Company’s related issues □ Yes √ No 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 6. 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 22.04.16, the Company held the 7th meeting of the 7th Development Strategy Commission to listen to the report on production and operation and production and operation plan for 2016. 2. On 29.07.16, the 5th meeting of the Development Strategy Committee of the 7 th term of the Board was held to view the Company’s production and operation in the first half of 2016 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, four 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 18.04.16, the 9th meeting of the Auditing Committee of the 7th term of the Board was held to review the financial statements with the initial opinion issued by the CFA for 2015 and approve the auditor report issued by the CFA. After the CFA issued to final auditor’s opinion, the Auditing Committee submitted the resolution on the annual financial statements to the Board and issued the summary report on the auditing of the CFA for this year. 2. On 22.04.16, the Company held the 10th audit committee meeting of the 7th Board of Directors to listen to the 2015 financial and internal audit report and approved (1) audited 2015 financial statements; (2) 2016 Q1 financial statements; (3) proposal of engaging the auditor in 2016; (4) 2016 internal audit plan; (5) internal control self-evaluation report in 2015. The audit committee suggests that the internal audit body should increase communication with the audit committee to help the committee better under the Company's condition and make higher requirements on the audit quality. 3. On 29.07.16, the 11 th meeting of the Auditing Committee of the 7th term of the Board on which the unaudited interim financial statements for 2016 were approved. 74 China Fangda Group Co., Ltd. 2016 Annual Report 4. On 21.10.16, the 12th meeting of the Auditing Committee of the 7th term of the Board was held, on which (1) the 2016 Q3 financial statements; (2) investigation report for the use of raised fund in the 2016 Q3 was reviewed. (3) Performance of the Remuneration and Assessment Committee During the report period, the Remuneration and Assessment Committee issued the Working Regulations for Remuneration and Assessment Committee. On the 2nd meeting of the Remuneration and Assessment Committee of the 7th term of the Board held on 22.04.16, the committee reviewed the main financial indicators and business performance in 2015 and reviewed performance of duties by the Company’s directors and senior executives. The committee believes that the directors and senior executives have worked diligently and fulfilled the business target and other tasks in 2015. The remunerations for directors, supervisors and senior executives disclosed in the 2015 annual report comply with the Company’s remuneration policy. 7. Performance of Supervisory Committee (1) Risks for the Company discovered by the Supervisory Committee □ Yes √ No No disagreement with supervisory issues by the Supervisory Committee during the report period. (2) The Supervisory Committee’ Work Report 2016 In 2016, the Supervisory Committee performed its duties and obligations in supervision and protect shareholders’ and the Company’s interests in accordance with the Company Law, Share Listing Rules, Articles of Association and Rules of the Procedure of the Supervisory Committee. The 2016 supervisory committee's work plan is as follows: 1. Opinions (1) Legal compliance In the report period, the Company has been operated in accordance with law. The convening of meeting of the Board and the decision-making process are compliant with law, regulations and Articles of Association; the internal control system is solid. Directors and senior management have performed their obligations. No violation against law, regulations, Articles of Association and interests of the Company and shareholders was discovered. (2) Financial condition During the period, the accounting management has been compliant with the Accounting Law, Enterprise Accounting Standard. No false, misleading statement or significant omission was found in financial statements. The financial reports of the Company reflect the Company’s financial position, operation performance, cash flows and major risks truthfully, accurately and completely. The CPA has issued the standard auditor’s report in 2016, which is objective, fair and truthful. It reflects the Company’s financial position and operation performance. (3) Implementation of internal control The design and operation of the internal control is effective and meets the Company’s management and development requirements. It can ensure the truthfulness, lawfulness, completeness of the financial materials and ensure the safety and completeness of the Company’s property. In 2016, there was no violation by the Company against the Operation Regulations for Listed Companies in the Main Board of Shenzhen Stock Exchange and the Company’s internal control system. The 2016 Internal Control Self-evaluation Report truthfully and objectively reflects the establishment, implementation and improvement of the Company’s internal control system. There are no significant or important problems in the financial and non-financial reports in the report period. 2. Meetings and resolutions of the supervisory meeting in the report period: Three meetings were held in 2016, two of which are on-site meetings, one is voting through telecommunication. All proposals were approved and disclosed as required: No. Meeting Date Convening method Topic 75 China Fangda Group Co., Ltd. 2016 Annual Report 1. Reviewing the Company’s 2015 Supervisory Committee’s Work Report; 2. Reviewing the Company’s 2015 Annual Report and Summary; 3. Reviewing the Company’s 2015 Financial Settlement Report; 12th meeting 4. Reviewing the Company’s Proposal of Profit Distribution in 2015; of the 7th 1 22.04.16 On-site 5. Reviewing the Company’s Proposal of Engaging Auditor for 2016; Supervisory 6. Reviewing the Proposal of Modifying the Rules of the Procedure of Committee the Supervisory Committee; 7. Reviewing the Company’s 2015 Internal Control Self-evaluation Report; 8. Reviewing the Company’s 2016 Q1 Report; 13th meeting 1. Reviewing the 2016 Interim Report and Summary; of the 7th 2 29.07.16 On-site 2. Reviewing the Proposal of Exchanging the Raised Fund with Supervisory Pre-invested Self-owned Fund; Committee 14th meeting of the 7th 3 21.10.16 Telecommunication 2016 Q3 Report and Text; Supervisory Committee 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 2016 Supervisory and Management Department Target Management and Assessment and Implementation Regulations for 2016 Subordinate Unit Assessment. 9. Internal control 1. Major problems in internal control discovered in the report period □ Yes √ No 2. Internal control self-evaluation report Date of disclosure of the internal control 21.03.17 evaluation report Disclosure of the internal control www.cninfo.com.cn evaluation report Percentage of assets in the evaluation scope in the total assets in the consolidated 95.23% financial statements 76 China Fangda Group Co., Ltd. 2016 Annual Report Percentage of operation income in the evaluation scope in the total operation 99.16% income in the consolidated financial statements Standard Type Financial report Non-financial report I. The following condition indicates 1. The following problems are considered significant problems in the internal major problems: 1. Non-effective control control of non-financial reports: I. environment; 2. corrupt practice by directors, Serious violation against national laws, supervisor and senior management, causing regulations or specifications; 2. Serious substantial loss and impacts for the business system problems and system Company; 3. Substantial mistakes in the ineffectiveness; 3. Major or important financial statements in the period discovered problems cannot be corrected; 4. Lack of by the CPA, which are not discovered by the internal control and poor management; 5. internal control; 4. Ineffective supervision of Loss of management personnel or key the internal control by the Company’s employees; 6. Safety and environmental auditing department2. The following accidents that cause major adverse problems are considered significant impacts; 7. Other situations that cause Standard problems: 1 accounting policies are selected major adverse impacts on the Company. and used without complying to widely II. The following situations indicate that accepted accounting standards; 2. No there may be significant problems with anti-corrupt and important balance system the internal control: 1. business system and control measures are taken; 3. Separate problems and system ineffectiveness; 2. or multiple problems in the preparation of Major or important problems cannot be financial reports, which are serious enough corrected; 3. Other situations that cause to affecting the truthfulness and accuracy of major adverse impacts on the the reports; no control system is established CompanyIII. The following situation and no related compensation system is indicates likely normal problems in the implemented for accounts of irregular or internal control: 1. Problems in the special transactions3. Other problems are general business system; 2. Normal considered normal problems. problems in the internal control supervision cannot be correctly promptly. I. Significant problem: 1 mistakes affecting 5% and more of the pre-tax profit and more than RMB5 million in the consolidated statements; 2. Mistakes affecting 5% and See the recognition standard of the more of the consolidated assets and more Standard internal control problems for financial than RMB5 millionII. Important problem: 1. statements Mistakes affecting 1%-5% of the pre-tax profit in the consolidated statements; 2. Mistakes affecting 1%-5% the consolidated assets. III. Normal problem: 1. Mistakes 77 China Fangda Group Co., Ltd. 2016 Annual Report affecting less than 1% of the pre-tax profit and total assets of the consolidate statements. Significant problems in financial 0 statements Significant problems in non-financial 0 statements Important problems in financial statements 0 Important problems in non-financial 0 statements 10. Internal control audit report √ Applicable □ Inapplicable 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 on Enterprise Internal Control and related regulations on 31.12.16. Disclosure of internal auditor’s Disclosed report Date of disclosure of the internal 21.03.17 control audit report Source of disclosure of the internal www.cninfo.com.cn control audit report Opinion type Standard opinion auditor’s report Problems in non-financial No statements Non-standard internal control audit report by the CFA □ Yes √ No Consistency between the internal control audit report and self-evaluation report √ Yes □ No 78 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 10 Information about the Companys Securities Bonds publicly issued and listed in a securities exchange, immature or not fully paid by the approval date of the annual report No 79 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 11 Financial Statements 1. Auditors report Type Standard opinion auditor’s report Issued on 17.03.17 Auditor Grant Thornton (limited liability partnership) Report No. Grant Thornton (2017) No.350ZA0066 CPA names Xie Peiren, Hu Gaosheng Auditors report Grant Thornton (2017) No.350ZA0066 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 31.12.16 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 2016, 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 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 31.12.16, and the business performance and cash flow of year 2016. 80 China Fangda Group Co., Ltd. 2016 Annual Report Grand Thornton CPA CPA China Xie Peiren (limited liability partnership) CPA China Hu Gaosheng Beijing, China March 17, 2017 2. Financial statements Unit for statements in notes to financial statements: RMB yuan 1. Consolidated Balance Sheet Prepared by: China Fangda Group Co., Ltd. 31.12.16 In RMB Items Closing balance Opening balance Current asset: Monetary capital 1,095,229,837.90 400,953,337.32 Settlement provision Outgoing call loan Financial assets measured at fair value with variations accounted into 14,546,206.58 current income account Derivative financial assets 2,232,200.00 Notes receivable 18,898,106.11 97,247,660.56 Account receivable 2,342,929,628.14 1,405,718,134.89 Prepayment 31,526,326.25 30,057,063.90 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 302,950.68 Dividend receivable Other receivables 57,378,994.72 53,095,948.46 Repurchasing of financial assets 81 China Fangda Group Co., Ltd. 2016 Annual Report Inventory 1,990,621,059.27 1,346,591,303.53 Assets held for sales Non-current assets due in 1 year Other current assets 62,206,574.33 11,395,718.05 Total current assets 5,601,325,677.40 3,359,605,373.29 Non-current assets: Loan and advancement provided Sellable financial assets 28,562,575.67 Investment held until mature Long-term receivable Long-term share equity investment 12,105,030.68 10,489,680.93 Investment real estate 333,795,631.30 335,328,805.74 Fixed assets 506,819,266.38 462,648,998.51 Construction in process 2,537,725.36 15,134,390.90 Engineering materials Disposal of fixed assets 5,326.79 Productive biological assets Gas & petrol Intangible assets 60,228,652.69 95,062,982.48 R&D expense Goodwill 19,826,696.97 Long-term amortizable expenses 3,695,766.33 6,614,788.88 Deferred income tax assets 176,796,698.56 65,926,810.52 Other non-current assets 61,184,253.71 93,503,956.39 Total of non-current assets 1,185,725,600.68 1,104,542,438.11 Total of assets 6,787,051,278.08 4,464,147,811.40 Current liabilities Short-term loans 591,000,000.00 1,147,957,775.82 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 82 China Fangda Group Co., Ltd. 2016 Annual Report Derivative financial liabilities Notes payable 557,301,320.45 303,527,639.63 Account payable 1,275,255,961.34 867,628,355.65 Prepayment received 285,905,444.13 130,574,319.85 Selling of repurchased financial assets Fees and commissions payable Employees’ wage payable 41,972,342.66 40,942,428.05 Taxes payable 192,236,574.40 67,533,433.70 Interest payable 2,634,979.47 3,241,834.43 Dividend payable Other payables 366,182,799.41 82,677,346.81 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Liabilities held for sales Non-current liabilities due in 1 year Other current liabilities 35,148,084.44 98,425,600.00 Total current liabilities 3,347,637,506.30 2,742,508,733.94 Non-current liabilities: Long-term loans 922,169,568.24 300,395,582.06 Bond payable Including: preferred stock Perpetual bond Long-term payable Long-term employees’ wage payable Special payables Anticipated liabilities 3,156,625.24 1,921,446.51 Deferred earning 11,567,224.78 12,284,195.68 Deferred income tax liabilities 200,207,003.35 72,994,768.34 Other non-current liabilities Total of non-current liabilities 1,137,100,421.61 387,595,992.59 83 China Fangda Group Co., Ltd. 2016 Annual Report Total liabilities 4,484,737,927.91 3,130,104,726.53 Owner’s equity: Share capital 789,094,836.00 756,909,905.00 Other equity tools Including: preferred stock Perpetual bond Capital reserves 467,376,902.96 79,099,619.14 Less: Shares in stock Other miscellaneous income 2,130,454.52 91,831.63 Special reserves Surplus reserves 88,839,790.50 51,123,554.51 Common risk provisions Retained profit 1,016,820,576.30 432,271,424.56 Total of owner’s equity belong to the 2,364,262,560.28 1,319,496,334.84 parent company Minor shareholders’ equity -61,949,210.11 14,546,750.03 Total of owners’ equity 2,302,313,350.17 1,334,043,084.87 Total of liabilities and owner’s interest 6,787,051,278.08 4,464,147,811.40 Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Chen Yonggang 2. Balance Sheet of the Parent Company In RMB Items Closing balance Opening balance Current asset: Monetary capital 81,148,314.87 25,833,130.83 Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Notes receivable Account receivable 454,140.85 345,960.74 Prepayment 110,132.27 67,893.61 Interest receivable Dividend receivable 430,000,000.00 84 China Fangda Group Co., Ltd. 2016 Annual Report Other receivables 459,354,983.42 375,591,349.76 Inventory Assets held for sales Non-current assets due in 1 year Other current assets 334,228.97 990,624.25 Total current assets 971,401,800.38 402,828,959.19 Non-current assets: Sellable financial assets 28,562,575.67 Investment held until mature Long-term receivable Long-term share equity investment 897,444,525.03 967,700,649.13 Investment real estate 296,740,660.63 290,288,531.53 Fixed assets 55,081,689.15 57,647,245.73 Construction in process Engineering materials Disposal of fixed assets Productive biological assets Gas & petrol Intangible assets 1,531,179.93 1,907,601.33 R&D expense Goodwill Long-term amortizable expenses 252,857.40 403,800.10 Deferred income tax assets 57,076,777.66 37,948,384.39 Other non-current assets 120,000,000.00 220,000,000.00 Total of non-current assets 1,456,690,265.47 1,575,896,212.21 Total of assets 2,428,092,065.85 1,978,725,171.40 Current liabilities Short-term loans 190,000,000.00 350,000,000.00 Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Notes payable 33,692,909.97 Account payable 606,941.85 606,941.85 Prepayment received 965,234.08 748,421.47 85 China Fangda Group Co., Ltd. 2016 Annual Report Employees’ wage payable 2,338,896.51 1,868,710.30 Taxes payable 460,424.30 1,338,421.09 Interest payable 288,513.75 726,993.55 Dividend payable Other payables 65,436,929.77 155,183,721.49 Liabilities held for sales Non-current liabilities due in 1 year Other current liabilities 98,425,600.00 Total current liabilities 293,789,850.23 608,898,809.75 Non-current liabilities: Long-term loans Bond payable Including: preferred stock Perpetual bond Long-term payable Long-term employees’ wage payable Special payables Anticipated liabilities Deferred earning Deferred income tax liabilities 124,088,349.06 120,953,378.63 Other non-current liabilities Total of non-current liabilities 124,088,349.06 120,953,378.63 Total liabilities 417,878,199.29 729,852,188.38 Owner’s equity: Share capital 789,094,836.00 756,909,905.00 Other equity tools Including: preferred stock Perpetual bond Capital reserves 466,283,546.89 38,598,963.76 Less: Shares in stock Other miscellaneous income 91,831.63 91,831.63 Special reserves Surplus reserves 88,839,790.50 51,123,554.51 86 China Fangda Group Co., Ltd. 2016 Annual Report Retained profit 665,903,861.54 402,148,728.12 Total of owners’ equity 2,010,213,866.56 1,248,872,983.02 Total of liabilities and owner’s interest 2,428,092,065.85 1,978,725,171.40 3. Consolidated Income Statement In RMB Items Amount occurred in the current period Occurred in previous period 1. Total revenue 4,203,866,173.72 2,550,467,494.78 Incl. Business income 4,203,866,173.72 2,550,467,494.78 Interest income Insurance fee earned Fee and commission received 2. Total business cost 3,433,363,681.99 2,548,503,653.53 Incl. Business cost 2,595,170,483.35 2,171,524,200.35 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Taxes and surcharges 380,834,706.42 33,616,556.60 Sales expense 59,273,046.14 75,264,951.18 Administrative expense 171,922,091.39 167,405,776.25 Financial expenses 28,255,397.43 50,672,490.05 Asset impairment loss 197,907,957.26 50,019,679.10 Plus: gains from change of fair value 16,862,823.13 89,746,065.58 (―-― for loss) Investment gains (―-― for loss) 61,228,848.36 280,949.87 Incl. Investment gains from -1,384,650.25 -358,979.50 affiliates and joint ventures Exchange gains (―-― for loss) 87 China Fangda Group Co., Ltd. 2016 Annual Report 3. Operational profit (―-― for loss) 848,594,163.22 91,990,856.70 Plus: non-operational income 18,327,500.52 29,668,110.25 Incl. Loss from disposal of 110,009.46 51,130.66 non-current assets Less: non-operational expenditure 6,945,905.31 18,233,740.07 Incl. Loss from disposal of 2,565,237.38 574,079.38 non-current assets 4. Gross profit (―-― for loss) 859,975,758.43 103,425,226.88 Less: Income tax expenses 203,985,326.44 35,209,871.61 5. Net profit (―-― for net loss) 655,990,431.99 68,215,355.27 Net profit attributable to the owners 697,956,378.23 107,272,369.77 of parent company Minor shareholders’ equity -41,965,946.24 -39,057,014.50 6. After-tax net amount of other misc. 2,038,622.89 incomes After-tax net amount of other misc. 2,038,622.89 incomes attributed to parent's owner (1) Other misc. incomes that cannot be re-classified into gain and loss 1. Change in net liabilities or assets due to re-measurement set benefit program 2. Shares enjoyed in other misc. incomes that cannot be reclassified into gain and loss by the invested entity under the equity law (2) Other misc. incomes that will be 2,038,622.89 re-classified into gain and loss 1. Shares enjoyed in other misc. incomes that cannot be reclassified into gain and loss by the invested entity under the equity law 2.Change in the fair value of financial asset for sale 3 Held-to-mature investment reclassified as gain and loss in the financial assets for sales 4. Effective part in the gain 1,840,142.79 88 China Fangda Group Co., Ltd. 2016 Annual Report and loss of arbitrage of cash flow 5. Translation difference of 198,480.10 foreign exchange statement 6. Others After-tax net of other misc. income attributed to minority shareholders 7. Total of misc. incomes 658,029,054.88 68,215,355.27 Total of misc. incomes attributable 699,995,001.12 107,272,369.77 to the owners of the parent company Total misc gains attributable to the -41,965,946.24 -39,057,014.50 minor shareholders 8. Earnings per share: (1) Basic earnings per share 0.91 0.14 (2) Diluted earnings per share 0.91 0.14 Net profit contributed by entities merged under common control in the report period was RMB0.00, net profit realized by parties merged during the previous period is RMB0.00. 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 1. Turnover 34,208,627.97 29,977,446.65 Less: Operation cost 8,308,449.63 3,788,422.31 Taxes and surcharges 2,093,529.75 3,182,704.86 Sales expense Administrative expense 24,802,740.83 25,503,319.50 Financial expenses 7,625,177.79 10,990,269.77 Asset impairment loss 80,645,069.52 50,302,743.84 Plus: gains from change of fair 11,896,250.38 91,774,945.38 value (―-― for loss) Investment gains (―-― for loss) 428,620,774.41 -292,417.86 Incl. Investment gains from -1,384,650.25 -358,979.50 affiliates and joint ventures 2. Operational profit (―-― for loss) 351,250,685.24 27,692,513.89 Plus: non-operational income 10,030,207.56 3,063,312.33 89 China Fangda Group Co., Ltd. 2016 Annual Report Incl. Loss from disposal of 1,794.87 3,581.20 non-current assets Less: non-operational expenditure 111,955.73 5,580.96 Incl. Loss from disposal of 167.52 3,675.31 non-current assets 3. Gross profit (―-― for loss) 361,168,937.07 30,750,245.26 Less: Income tax expenses -15,993,422.84 7,935,507.77 4. Net profit (―-― for net loss) 377,162,359.91 22,814,737.49 5. After-tax net amount of other misc. incomes (1) Other misc. incomes that cannot be re-classified into gain and loss 1. Change in net liabilities or assets due to re-measurement set benefit program 2. Shares enjoyed in other misc. incomes that cannot be reclassified into gain and loss by the invested entity under the equity law (2) Other misc. incomes that will be re-classified into gain and loss 1. Shares enjoyed in other misc. incomes that cannot be reclassified into gain and loss by the invested entity under the equity law 2.Change in the fair value of financial asset for sale 3 Held-to-mature investment reclassified as gain and loss in the financial assets for sales 4. Effective part in the gain and loss of arbitrage of cash flow 5. Translation difference of foreign exchange statement 6. Others 6. Total of misc. incomes 377,162,359.91 22,814,737.49 7. Earnings per share: 90 China Fangda Group Co., Ltd. 2016 Annual Report (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 3,561,159,973.46 2,136,257,004.69 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 Increase in proposal of 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 1,289,574.20 2,935,298.45 Other cash received from business 148,750,746.09 80,410,147.38 operation Sub-total of cash inflow from business 3,711,200,293.75 2,219,602,450.52 operations Cash paid for purchasing products 2,574,194,385.29 2,044,378,497.19 91 China Fangda Group Co., Ltd. 2016 Annual Report 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 242,199,199.79 274,034,752.64 Taxes paid 261,263,312.43 103,333,723.21 Other cash paid for business 167,826,321.32 157,970,591.52 activities Sub-total of cash outflow from business 3,245,483,218.83 2,579,717,564.56 operations Cash flow generated by business 465,717,074.92 -360,115,114.04 operations, net 2. Cash flow generated by investment: Cash received from investment 556,946,806.49 392,316,868.51 recovery Cash received as investment profit 4,177,483.53 2,839,929.37 Net cash retrieved from disposal of fixed assets, intangible assets, and other 14,083,430.40 2,480,137.42 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 575,207,720.42 397,636,935.30 investment Cash paid for construction of fixed assets, intangible assets and other 96,992,511.42 43,406,919.71 long-term assets Cash paid as investment 587,000,000.00 169,500,000.00 Net increase of loan against pledge Net cash paid for acquiring subsidiaries and other operational units 92 China Fangda Group Co., Ltd. 2016 Annual Report Other cash paid for investment 2,666,097.15 263,000.00 Subtotal of cash outflows 686,658,608.57 213,169,919.71 Cash flow generated by investment -111,450,888.15 184,467,015.59 activities, net 3. Cash flow generated by financing activities: Cash received from investment 460,899,992.60 Incl. Cash received from investment attracted by subsidiaries from minority shareholders Cash received from borrowed 1,597,773,986.18 1,764,927,430.10 loans Cash received from bond placing Other cash received from financing 53,500,094.24 398.76 activities Subtotal of cash inflow from financing 2,112,174 ,073.02 1,764,927,828.86 activities Cash paid to repay debts 1,626,425,600.00 1,286,786,500.00 Cash paid as dividend, profit, or 152,697,478.73 103,109,040.79 interests Incl. Dividend and profit paid by subsidiaries to minority shareholders Other cash paid for financing 1,307,919.17 54,563,032.79 activities Subtotal of cash outflow from financing 1,780,430,997.90 1,444,458,573.58 activities Net cash flow generated by financing 331,743,075.12 320,469,255.28 activities 4. Influence of exchange rate changes 2,076,069.73 279,854.76 on cash and cash equivalents 5. Net increase in cash and cash 688,085,331.62 145,101,011.59 equivalents Plus: Balance of cash and cash 247,739,243.78 102,638,232.19 equivalents at the beginning of term 6. Balance of cash and cash equivalents 935,824,575.40 247,739,243.78 at the end of the period 93 China Fangda Group Co., Ltd. 2016 Annual Report 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 41,662,670.48 26,164,484.77 products and providing of services Tax refunded Other cash received from business 2,230,632,211.84 755,679,626.68 operation Sub-total of cash inflow from business 2,272,294,882.32 781,844,111.45 operations Cash paid for purchasing products 9,897,439.60 4,416,622.18 and services Cash paid to and for the staff 12,981,383.71 13,896,383.34 Taxes paid 3,958,332.35 2,788,279.54 Other cash paid for business 2,414,510,247.91 879,561,369.67 activities Sub-total of cash outflow from business 2,441,347,403.57 900,662,654.73 operations Cash flow generated by business -169,052,521.25 -118,818,543.28 operations, net 2. Cash flow generated by investment: Cash received from investment 161,000,000.00 30,000,000.00 recovery Cash received as investment profit 8,991,698.17 44,373,922.22 Net cash retrieved from disposal of fixed assets, intangible assets, and other 4,002,100.00 4,190.00 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 173,993,798.17 74,378,112.22 investment Cash paid for construction of fixed 281,433.15 772,927.30 assets, intangible assets and other 94 China Fangda Group Co., Ltd. 2016 Annual Report long-term assets Cash paid as investment 64,000,000.00 2,000,000.00 Net cash paid for acquiring subsidiaries and other operational units Other cash paid for investment Subtotal of cash outflows 64,281,433.15 2,772,927.30 Cash flow generated by investment 109,712,365.02 71,605,184.92 activities, net 3. Cash flow generated by financing activities: Cash received from investment 460,899,992.60 Cash received from borrowed 440,000,000.00 448,425,600.00 loans Cash received from bond placing Other cash received from financing 94.24 398.76 activities Subtotal of cash inflow from financing 900,900,086.84 448,425,998.76 activities Cash paid to repay debts 698,425,600.00 350,000,000.00 Cash paid as dividend, profit, or 93,249,879.82 47,001,477.37 interests Other cash paid for financing 1,307 ,919.17 624,032.79 activities Subtotal of cash outflow from financing 792,983,398.99 397,625,510.16 activities Net cash flow generated by financing 107,916,687.85 50,800,488.60 activities 4. Influence of exchange rate changes 70.42 -10,064.90 on cash and cash equivalents 5. Net increase in cash and cash 48,576,602.04 3,577,065.34 equivalents Plus: Balance of cash and cash 25,583,130.83 22,006,065.49 equivalents at the beginning of term 6. Balance of cash and cash equivalents 74,159,732.87 25,583,130.83 at the end of the period 7. Statement of Change in Owners Equity (Consolidated) Amount of the Current Term 95 China Fangda Group Co., Ltd. 2016 Annual Report In RMB Current period Owners’ Equity Attributable to the Parent Company Minor Other equity tools Other Commo Total of Items shareho Less: Share Prefer Perpet Capital miscella Special Surplus n risk Retaine owners’ Shares lders’ Other equity capital red ual reserves neous reserves reserves provisio d profit in stock equity s share bond income ns 756,90 1,334,0 1. Balance at the 79,099, 91,831. 51,123, 432,271 14,546, 9,905. 43,084. end of last year 619.14 63 554.51 ,424.56 750.03 00 87 Plus: Changes in accounting policies Correction of previous errors Consolidation of entities under common control Others 2. Balance at the 756,90 1,334,0 79,099, 91,831. 51,123, 432,271 14,546, beginning of 9,905. 43,084. 619.14 63 554.51 ,424.56 750.03 current year 00 87 3. Amount of 32,184 change in current 388,277 2,038,6 37,716, 584,549 -76,495, 968,270 ,931.0 term (―-― for ,283.82 22.89 235.99 ,151.74 960.14 ,265.30 0 decrease) (1) Total of misc. 2,038,6 697,956 -41,965, 658,029 incomes 22.89 ,378.23 946.24 ,054.88 (2) Investment or 32,184 427,684 -34,530, 425,339 decreasing of ,931.0 ,583.13 013.90 ,500.23 capital by owners 0 1. Common shares 32,184 427,684 459,869 contributed by ,931.0 ,488.89 ,419.89 shareholders 0 2. Capital contributed by other equity 96 China Fangda Group Co., Ltd. 2016 Annual Report instrument holders 3. Amount of shares paid and accounted as owners’ equity -34,530, -34,529, 4. Others 94.24 013.90 919.66 -113,40 (3) Profit 37,716, -75,690, 7,226.4 allotment 235.99 990.50 9 1. Providing of 37,716, -37,716, surplus reserves 235.99 235.99 2. Common risk provision 3. Allotment to the -75,690, -75,690, owners (or 990.50 990.50 shareholders) 4. 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 1. Provided this year 2. Used this term -39,407, -39,407, (6) Others 299.31 299.31 97 China Fangda Group Co., Ltd. 2016 Annual Report 789,09 1,016,8 2,302,3 4. Balance at the 467,376 2,130,4 88,839, -61,949, 4,836. 20,576. 13,350. end of this period ,902.96 54.52 790.50 210.11 00 30 17 Amount of the Previous Term In RMB Last period Owners’ Equity Attributable to the Parent Company Minor Other equity tools Other Commo Total of Items shareho Less: Share Prefer Perpet Capital miscella Special Surplus n risk Retaine owners’ Shares lders’ Other equity capital red ual reserves neous reserves reserves provisio d profit in stock equity s share bond income ns 756,90 1,300,5 1. Balance at the 79,099, 91,831. 48,842, 349,987 65,603, 9,905. 34,627. end of last year 220.38 63 080.76 ,825.69 764.53 00 99 Plus: Changes in accounting policies Correction of previous errors Consolidation of entities under common control Others 2. Balance at the 756,90 1,300,5 79,099, 91,831. 48,842, 349,987 65,603, beginning of 9,905. 34,627. 220.38 63 080.76 ,825.69 764.53 current year 00 99 3. Amount of change in current 2,281,4 82,283, -51,057 33,508, 398.76 term (―-― for 73.75 598.87 ,014.50 456.88 decrease) (1) Total of misc. 107,272 -39,057 68,215, incomes ,369.77 ,014.50 355.27 (2) Investment or -12,000 -11,999, decreasing of 398.76 ,000.00 601.24 capital by owners 1. Common shares contributed by 98 China Fangda Group Co., Ltd. 2016 Annual Report shareholders 2. Capital contributed by other equity instrument holders 3. Amount of shares paid and accounted as owners’ equity -12,000 -11,999, 4. Others 398.76 ,000.00 601.24 (3) Profit 2,281,4 -24,988, -22,707, allotment 73.75 770.90 297.15 1. Providing of 2,281,4 -2,281,4 surplus reserves 73.75 73.75 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 surplus reserves (or to capital shares) 3. Making up losses by surplus reserves 4. Others (5) Special reserves 1. Provided this year 99 China Fangda Group Co., Ltd. 2016 Annual Report 2. Used this term (6) Others 756,90 1,334,0 4. Balance at the 79,099, 91,831. 51,123, 432,271 14,546, 9,905. 43,084. end of this period 619.14 63 554.51 ,424.56 750.03 00 87 8. Statement of Change in Owners Equity (Parent Company) Amount of the Current Term In RMB Current period Other equity tools Other Less: Total of Items Share Capital miscellan Special Surplus Retaine Preferre Perpetu Shares in owners’ capital Others reserves eous reserves reserves d profit d share al bond stock equity income 1. Balance at the 756,909, 38,598,96 51,123,55 402,148 1,248,872 91,831.63 end of last year 905.00 3.76 4.51 ,728.12 ,983.02 Plus: Changes in accounting policies Correction of previous errors Others 2. Balance at the 756,909, 38,598,96 51,123,55 402,148 1,248,872 beginning of 91,831.63 905.00 3.76 4.51 ,728.12 ,983.02 current year 3. Amount of change in current 32,184,9 427,684,5 37,716,23 263,755 761,340,8 term (―-― for 31.00 83.13 5.99 ,133.42 83.54 decrease) (1) Total of misc. 377,162 377,162,3 incomes ,359.91 59.91 (2) Investment or 32,184,9 427,684,5 459,869,5 decreasing of 31.00 83.13 14.13 capital by owners 1. Common shares 32,184,9 427,684,4 459,869,4 contributed by 31.00 88.89 19.89 shareholders 100 China Fangda Group Co., Ltd. 2016 Annual Report 2. Capital contributed by other equity instrument holders 3. Amount of shares paid and accounted as owners’ equity 4. Others 94.24 94.24 -113,40 (3) Profit 37,716,23 -75,690,9 7,226.4 allotment 5.99 90.50 9 1. Providing of 37,716,23 -37,716, surplus reserves 5.99 235.99 2. Allotment to the -75,690, -75,690,9 owners (or 990.50 90.50 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 1. Provided this year 2. Used this term (6) Others 4. Balance at the 789,094, 466,283,5 91,831.63 88,839,79 665,903 2,010,213 101 China Fangda Group Co., Ltd. 2016 Annual Report end of this period 836.00 46.89 0.50 ,861.54 ,866.56 Amount of the Previous Term In RMB Last period Other equity tools Other Less: Total of Items Share Capital miscellan Special Surplus Retaine Preferre Perpetu Shares in owners’ capital Others reserves eous reserves reserves d profit d share al bond stock equity income 1. Balance at the 756,909, 38,598,56 48,842,08 404,322 1,248,765 91,831.63 end of last year 905.00 5.00 0.76 ,761.53 ,143.92 Plus: Changes in accounting policies Correction of previous errors Others 2. Balance at the 756,909, 38,598,56 48,842,08 404,322 1,248,765 beginning of 91,831.63 905.00 5.00 0.76 ,761.53 ,143.92 current year 3. Amount of change in current 2,281,473 -2,174,0 107,839.1 398.76 term (―-― for .75 33.41 0 decrease) (1) Total of misc. 22,814, 22,814,73 incomes 737.49 7.49 (2) Investment or decreasing of 398.76 398.76 capital by owners 1. Common shares contributed by shareholders 2. Capital contributed by other equity instrument holders 3. Amount of shares paid and accounted as 102 China Fangda Group Co., Ltd. 2016 Annual Report owners’ equity 4. Others 398.76 398.76 (3) Profit 2,281,473 -24,988, -22,707,2 allotment .75 770.90 97.15 1. Providing of 2,281,473 -2,281,4 surplus reserves .75 73.75 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 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, 38,598,96 51,123,55 402,148 1,248,872 91,831.63 end of this period 905.00 3.76 4.51 ,728.12 ,983.02 III. General Information China Fangda Group Co., Ltd. (the ―Company‖ or the ―Group‖) is a joint stock company registered in Shenzhen, Guangdong and was approved by the Government of Shenzhen with Document 深府办函 (1995) 194号, and was founded, on the basis of Shenzhen Fangda Construction Material Co., Ltd., by way of share issuing in October 1995. The unified social credit code is: 91440300192448589C; registered address: Fangda Building, Kejinan Road 12, High-tech Zone, Shenzhen. Mr. Xiong Jianming is the legal representative. 103 China Fangda Group Co., Ltd. 2016 Annual Report 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 received the Reply to the Non-public Share Issuance of Fangda China Group Co., Ltd. (CSRC License [2016] No.825) to allow the Company to conduct non-public issuance of 32,184,931 A-shares in June 20116. The current registered capital is RMB789,094,836.00. 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, Fangda Property and Fangda New Energy. The business nature and main business operations of the Company and subsidiaries (―the Group‖) include (1) production and sales of curtain wall materials, design, production and installation of construction curtain walls; (2) assembly and production of subway screen doors; (3) development and operation of real estate projects on land, of which rights have been obtained lawfully; (4) R&D, installation and sales of PV devices, design and installation of PV power plants, R&D, design, production, sales and installation of lights, electric auxiliaries and other equipment, LED products and metal products. The financial statements and notes are approved at the 26th meeting of the 7th term of the Board held on March 17, 2017. The consolidation scope for the consolidated financial statements includes the Company and all subsidiaries. One more subsidiary is included in the consolidation scope. In the period, the Company wrote off Ganzhou Longneng New Energy Co. Ltd. and lost control on subsidiaries Shenyang Fangda Semi-conductor Lighting Co., Ltd. and Shenzhen Woke Semi-conductor Lighting Co., Ltd., which have been moved out from the consolidation scope. See Note 8 Change to consolidation scope and Note 9 Interests in other entities. IV. Basis for the preparation of financial statements 1. Preparation basis The financial statements are prepared according to the enterprise financial standard and guidelines, interpretation and other related regulations (―the Standard‖) issued by the Ministry of Finance. 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. The Group prepares the financial statements based on continuous operation. The Group's auditing 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 Account Policies and Estimates Whether the Company needs to comply with disclosure requirements of special industries Yes Property development and decoration industries 104 China Fangda Group Co., Ltd. 2016 Annual Report Specific accounting policy and estimate prompt: The Group determines the accounting policies and income recognition policies for investment real estate according to the production and business features. For details, see Note 5. 13 and Note 5. 22. 1. Statement of compliance to the Enterprise Accounting Standard The financial report and statements are prepared with compliance to the requirement of the Enterprise Accounting Standard. They reflect the financial position as of 31.12.16, and business performance and cash flow situation in Year 2016 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. Operation period The operation period of the Group is 12 months. 4. Bookkeeping standard money The Company, domestic subsidiaries and overseas subsidiary Shihui International Holding Co., Ltd. use RMB as bookkeeping standard money. Overseas subsidiary Automatic System (Hong Kong) Co., Ltd. uses HKD as bookkeeping standard money. The Group prepares financial statements in RMB. 5. 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 the merger day in the consolidated financial statement of the merging party 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. Enterprise merger under common control through multiple transactions In separate financial statements, the initial investment cost is the book value of the merged party’s net assets that can be shared by the merging party in the consolidate financial statements of the final controlling party according to the shareholding percentage on the merging date; adjust the capital surplus (share premium) according to the difference between the initial investment cost and the book value of the held investment before merger plus the book value of the consideration paid on the merger date. Where the capital surplus falls short, the retained income should be adjusted. In consolidated financial statements, assets and liabilities obtained by the merging party from the merged party should be measured at the book value in the final controlling party’s consolidated financial statements other than the adjustment made due to differences in 105 China Fangda Group Co., Ltd. 2016 Annual Report accounting policies; adjust the capital surplus (share premium) according to the difference between the initial investment cost and the book value of the held investment before merger plus the book value of the consideration paid on the merger date. Where the capital surplus falls short, the retained income should be adjusted. Changes in recognized related profit and loss, other misc. incomes and other owner's equity between the later one of the date when the original stock equity was obtained and the date when the merged party and merging party become under the common control should respectively write down the retained profit in beginning of the report period or current period’s profit or loss. (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 Group 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. Where there is new or further evidence on the condition existing on the acquisition date 12 months later and adjustment needs to be made, the good will should be adjusted and merged. (3) Treatment of related transaction fee in enterprise 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 consolidate scope of consolidated financial statements is determined based on control. Control means the power possessed by the Group on invested entities to share variable returns by participating in related activities of the invested entities and to impact the amount of the returns by using the power. Subsidiaries are enterprises controlled by the Company. (2) Preparation of Consolidated Financial Statements The 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 increased because of merger of enterprises under the common control during the report period are deemed consolidated into the consolidate scope from the date of becoming controlled by the final party. The operating result and cash flows of the subsidiaries and businesses from the date of becoming controlled by the final party should be incorporated into the consolidate income statement and consolidate cash flow statement. For subsidiaries and businesses increased because of merger of enterprises not under the common control, their incomes, expenses 106 China Fangda Group Co., Ltd. 2016 Annual Report and profits between the date of acquisition and end of the report period should be incorporated into the consolidated income statement, and the cash flows should be incorporated into 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. (3) Acquisition of subsidiary minority interests The difference between the investment cost of the long-term equity obtained from acquisition of minority interests and the share of net assets in the subsidiary calculated continuously based on the increased shareholding percentage, and the difference between the disposal income obtained from the partial disposal of the subsidiary’s equity investment without losing the control power and the share of net assets in the subsidiary calculated continuously based on the increased shareholding percentage should be adjusted and consolidated in the capital surplus in the consolidated balance sheet. Where the capital surplus falls short, the retained income should be adjusted. (4) Treatment of loss of subsidiaries’ control power For loss of control over subsidiaries due to disposal of partial equity investment or other reasons, the remaining equity should be re-measured at the fair value on the date of loss of the control power; the sum of the consideration obtained from the disposal of stock equity and the fair value of the remaining equity, minus the sum of the share of the net assets’ book value calculated continuously from the acquisition date according to the original shareholding percentage and the goodwill should be recorded in the investment gain of the current period of the loss of control power. Other misc. incomes related to the equity investment in the original subsidiary is transferred to the current period’s profit and loss when the control power is lost, except for the other misc. incomes generated by re-measurement and resetting of earning plan or change in the net assets by the invested party. 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 (1) Foreign currencies 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 107 China Fangda Group Co., Ltd. 2016 Annual Report 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. (2) Translation of foreign exchange statements 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 de-recognition 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 de-recognition condition. When partial or all of the current responsibilities attached to such financial liabilities, the partial or all of the 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, receivables and financial assets available for sales. 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 108 China Fangda Group Co., Ltd. 2016 Annual Report gain/loss account. Sellable financial assets Sellable financial asset refers to those sellable non-derivate financial assets recognized initially and financial assets otherthan the above-mentioned types of financial assets. Sellable financial assets are further measured by fair value and the premium/discount is amortized by the effective interest method and recognized as interest income. Other than the exchange difference of impairment loss and foreign exchange monetary financial assets, which is recognized as current gain and loss, the variations in fair value of sellable financial assets is recognized as other comprehensive gain. When it is derecognized and transferred out, it is accounted into the current gain/loss account. Dividends and interest income related to sellable financial assets are accounted into the current gain/loss account. Equity instrument investment without quotation in an active market and whose fair value cannot be reliably measured and derivative financial assets that are linked to the equity instrument and that need to be settled through delivery of the equity instruments are measured by costs. (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) Derivative financial instruments and embedded derivatives (5) Fair value of financial instrument For financial assets or liabilities in an active market, the Group determines their fair value based on quotations in the active market. If there is no active market, the Company uses evaluation techniques to determine the fair value. (6) 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 Group. Objective evidence proving impairment to the financial assets includes the following observable situations: ① Severe financial difficulties in the issuer or debtor; ② The debtor violates the contract or defaults or delays the payment of the interest or principal; ③ The Group makes compromise to the debtor with financial difficulties due to economic or legal consideration; ④ The debtor may go bankruptcy or conduct other financial reorganization; ⑤ The financial assets can no longer be traded in an active market due to material financial difficulties in the issuer; 109 China Fangda Group Co., Ltd. 2016 Annual Report ⑥ It cannot be recognized whether the cash flow of an asset in a group of financial assets has decreased. However, according to open data, it can be evaluated that the estimated future cash flow of the group of financial assets has decreased and the decrease can be measured, including: - The payment capacity of the debtor of the financial assets continues weakening; - Situations that may lead to the payment failure of the financial assets happen in the country or region where the debtor is located; ⑦ Significant adverse changes occurs to the technical, market, economic or legal environment of the debtor, leading to that the equity instrument investor may not be able to recover the investment; ⑧ Other objective evidence that can prove the impairment of the 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 future cash flow is determined by the original effective discount rate with the value of the guanrantee considered. Conduct imparement 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. 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. (7) 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 Company is involving in the financial asset. (8) Deduction of financial assets and liabilities When the Group has the legal right to deduct recognized financial assets and liabilities, can exercise the legal right, and the Group 110 China Fangda Group Co., Ltd. 2016 Annual Report plans to settle them in net, liquidate and repay the financial assets and liabilities, the amount after the deduction will be presented in the balance sheet. Exception for the deducted part, other financial assets and liabilities are separately presented in the balance sheet. 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 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 111 China Fangda Group Co., Ltd. 2016 Annual Report (3) Receivables with not major individual amount and bad debt provision provided individually Reasons for separate bad debt provision Long account age or deterioration of customer creditability Method of bad debt provision According to the difference between the present value of future cash flow and the book value 11. Inventories Whether the Company needs to comply with disclosure requirements of special industries Yes Property development and decoration industries (1) Classification of inventories The Group’s inventories include purchased materials, raw materials, low-value consumables, packing materials, OEM materials, products in process, semi-finished goods, finished goods, inventory, development costs, development products and construction in process. (2) Pricing of delivering inventory Inventories are measured at cost when procured. Raw materials, products in process, commodity stocks in transit and self-made semi-finished products 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. The development costs include land transfer payment, infrastructure and facility costs, installation engineering costs, borrows before completion of the development and other costs during the development process. The actual costs of the development product is priced using the separate pricing method. (3) Recognition of inventory realizable value and providing of impairment provision The realizable net value of inventory is the estimated sales prices of the inventory less costs to be incurred until the completion, estimated sales expense and taxes. The realizable net value of inventory should be recognized based on solid evidence with the purpose of the inventory and after-balance-sheet-date events taken into consideration. If the inventory cost is higher than the realizable net value on the balance sheet date, the inventory depreciation provision should be made. The Group makes inventory depreciation provision for separate or a type of inventory. If factors affecting the inventory value disappear on the balance sheet date, the depreciation provision made should be reversed to the original value. (4) Inventory system The Group uses perpetual inventory system. (5) Amortizing of low-value consumables and packaging materials Low-value consumables are amortized on on-off amortization basis at using. 112 China Fangda Group Co., Ltd. 2016 Annual Report 12. Long-term share equity investment The Group's long-term equity investment includes control on invested entities and significant impacts on equity investment. Invested entities on which the Group has significant impacts are associates of the Group. (1) Recognition of initial investment costs Long-term equity investment generated by enterprise merger: for long-term equity investment obtained by merger of enterprises under common control, the obtained share of book value of the interests of the merged party’s owner in the consolidate financial statements on the merger date is the investment costs; for long-term equity investment obtained by merger of enterprises not under common control, the merger cost is the investment cost. For long-term equity investment obtained by cash, the actually paid consideration is the initial investment cost. (2) Subsequent measurement and recognition of gain/loss Investments by the Company in subsidiaries are calculated using the cost method; in joint ventures are calculated using the equity method. For the long-term equity investment measured on the cost basis, except for the announced cash dividend or profit included in the practical cost or price when the investment was made, the cash dividends or profit distributed by the invested entity are recognized as investment gains in the current gain/loss account. When the equity method is used to measure long-term equity investment, the investment cost will not be adjusted if the investment cost of the long-term equity investment is larger than the share of fair value of the recognizable assets of the invested entity. When it is smaller than the share of fair value of the recognizable assets of the invested entity, the book value will be adjusted and the difference is included in the current gains of the investment. 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, recognized as investment gain and other misc. income. The book value of the long-term equity investment is adjusted accordingly. The book value of the long-term equity investment should be accordingly decreased based on the share of profit or cash dividend announced by the invested entity; according to other changes in the owner’s equity except for net profit and loss, other misc income and profit distribution of the invested entity, adjust the book value of the long-term equity investment and record it in the capital surplus (other capital surplus). When the share of the net gains that can be enjoyed is recognized, it is recognized after the net profit of the invested entity is adjusted based on the fair value of the recognizeable assets of the invested entity according to the Company's accounting policies and accounting period. Where substantial influence on invested entities is imposed or joint control is implemented due to increase in investment, the sum of the fair value of the original equity and increased investment on the conversion date is the initial investment cost under the equity method. The difference between the fair value and book value of the original equity on the conversion date and the accumulative change in the fair value originally accounted in other misc. income should be transferred into the profit and loss of the current period using the equity method. Where joint control or substantial influence on invested entities is lost due to disposal of part of investment, the remaining equity after the disposal should be treated according to the Enterprise Accounting Standard No.22 – Recognition and Measurement of Financial Instruments from the date of losing the joint control or substantial influence. The difference between the fair value and book value should be accounted the profit and loss of the current period. For other misc. incomes of original share equity investment 113 China Fangda Group Co., Ltd. 2016 Annual Report determined using the equity method, when the equity method is no longer used, it should be treated based on the same basis of the treatment of related assets or liability of the invested entities; the other owners' interests related to the original share equity investment should be transferred to gain/loss of the current period. Where the disposal of part of the equity investment leads to loss of control on the invested entity, and the remaining equity after the disposal can impose common control or significant impacts on the invested entity, use the equity method and make adjustment as if the equity method was used when the remaining equity was acquired. If not, perform accounting treatment according to provisions in the Enterprise Accounting Standard No.22 – Recognition and Measurement of Financial Tools. The difference between the fair value and book value on the date of losing control should be transferred into the profit and loss of this period. Where the Company’s shareholding decreases and the Company loses the control due to increased investment by another investor, but the Company can still impose common control or significant impacts on the invested entity, the share of increased net assets of the invested entity that can be shared by the Company should be calculated based on the new shareholding, the difference between the net assets and original book value of the original long-term equity investment should be recorded in the profit and loss of this period and adjusted as if equity method was used when it was acquired according to the new shareholding proportion. Internal transaction gain not realized between the Company and affiliates is measured according to the shareholding proportion and the investment gains is recoginzied after deduction. The unrealized internal transaction loss between the Company and the invested entity is the impairment loss of transferred assets and should not be written off. (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 considering whether the Company can impose significant impacts on the invested entity, impacts of conversion of shares with voting rights held directly or indirectly by the investor and voting rights that can be executed in this period held by the investor and other party into shares of the invested entity should be considered. When Company directly or indirectly holds 20% (inclusive) but less than 50% of the shares with voting rights of the invested entity, it is generally considered that the Company can impose significant impacts unless there is clear evidence proving that the Company shall not participate in the production and business decision making of the company; when the Company holds less than 20% of the shares with voting rights, it is generally not considered that the Company has significant impacts on the invested entity, unless there is clear evidence proving the contrary. (4) Impairment examination and providing of impairment provision See Note V. 18 for the assets impairment provision method for investment in subsidiaries and joint ventures. 13. Investment real estate Measuring mode of investment real estate Measurement at fair value Basis of choosing the measurement at fair value Investment real estates of the Group are buildings leased. For investment real estates with an active real estate transaction market and the Group can obtain market price and other information of same or similar real estates to reasonably estimate the investment real estates’ fair value, the Group 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 114 China Fangda Group Co., Ltd. 2016 Annual Report 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 estates with book value and related taxes deducted is accounted into the current gain/loss account. Investment real estate that use the cost method for further measurement adopt the straight-line depreciation provision method. See Note V. 18 for the provision method. 14. 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 2-2.57 Mechanical equipment Average age 10 10 9 Transportation facilities Average age 5 10 18 Electronics and other Average age 5 10 18 devices PV power plants Average age 20 5 4.75 (3) See Note V. 18 for the depreciation testing and provision method for fixed assets. 115 China Fangda Group Co., Ltd. 2016 Annual Report (4) At end of each fiscal year, verification will be made on the useful life, predicted retained value, and depreciation basis. The useful life will be adjusted if the useful life is different from the predicted one; the net residual value will be adjusted if the net residual value is different from the predicted one. (5) Overhaul cost Overhaul cost generated by regular examination on fixed assets is recognized as fixed assets costs when there is evidence proving that it meets fix assets recognition conditions. If not, it will be accounted into the current gain/loss account. Depreciation provision will be made for fixed assets between two regular overhauls. 15. Construction in process Whether the Company needs to comply with disclosure requirements of special industries Yes Property development and decoration industries 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. 18 for the provision method for construction in process. 16. 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 116 China Fangda Group Co., Ltd. 2016 Annual Report continuously. (3) Calculation of the capitalization amount of borrowing expense Interest expenses generated by special borrowings less the interests income obtained from the deposit of unused borrowings or investment gains from temporary investment is capitalized; the capitalization amount for general borrowing is determined based on the capitalization rate which is the exceeding part of the accumulative assets expense over weighted average of the assets expense of the special borrowing/used general borrowing. The capitalization ratio is the weighted average interest rate of general borrowings. In the capitalization period, the exchange difference of special borrowings in foreign currencies should be fully capitalized. The exchange difference should be recorded in the profit and loss of this period. 17. Intangible assets (1) Pricing method, service life and depreciation test The Group’s intangible assets include land using rights, trademarks, patent, special 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 Land using right Beneficial age Average age Trademarks and patents 10 Average age Proprietary technology 10 Average age Software 5, 10 years Average 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 Group, transfer all the intangible assets’ book value into the current gain/loss account. See Note V. 18 for the impairment provision method for intangible assets. (2) Accounting policies for internal R&D expenses The Group divides internal R&D project expenses into research and development expenses. The research expenses are accounted the current gain/loss account. 117 China Fangda Group Co., Ltd. 2016 Annual Report 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 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. 18. Assets impairment The Group uses the cost mode to continue measuring the assets impairment to investment real estatement, 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 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. Once recognized, the asset impairment loss cannot be written back in subsequent accounting period. 118 China Fangda Group Co., Ltd. 2016 Annual Report 19. 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. 20. Staff remuneration (1) Accounting of operational leasing The Group pays for the medical insurance, job injury insurance and breeding insurance and housing fund according to employees’ wages and bonus and recognizes them as liabilities, which are recorded into the profit and loss or related assets costs in the current period. If the liabilities cannot be fully paid within 12 months upon the end of the report period in which the employees provide service, and the financial impacts are substantial, the liabilities should be measured at the discounted amount. (2) Accounting of post-employment welfare The post-employment welfare of the Group is a defined plan, which means that the Company does not need to assume any responsibility after making fixed contribution to an independent fund. The defined plan includes basic pension and unemployment insurance. The contribution of the plan is recognized as liabilities and recorded in the profit and loss of this period or related assets costs. (3) Accounting of dismiss welfare Where the Group provides dismiss welfare for employees, the staff remuneration liabilities is recognized on the earlier one of the following two date: when the Group cannot cancel the dismiss welfare provided for termination of employment or layoff; when the Group recognizes the costs or expenses of reorganization related to the payment of dismiss welfare. 21. 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. Expected liabilities are initially measured at the best estimation on the expenses to exercise the current responsibility. The book value of expected liability is revised at balance sheet day, and adjustment will be made to reflect current best estimation. 22. Revenue Whether the Company needs to comply with disclosure requirements of special industries Yes 119 China Fangda Group Co., Ltd. 2016 Annual Report Property development and decoration industries The Company must comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.6 – Listed Companies Engaged in Decoration Business. (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 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 laber 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 120 China Fangda Group Co., Ltd. 2016 Annual Report ① Construction contracts 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. 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. ② Sales product 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. ③ Real estate sales 房地产销售收入于签订合同并履行合同规定的义务,开发产品已完工并取得竣工验收备案(回执),办理了交付手续或者可 以根据购房合同约定的条件视同客户接收,款项已经取得或者确信可以取得,成本能够可靠的计量时确认。 23. Government subsidy (1) Judgment basis and accounting treatment of assets-related government subsidy 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. None monetary capital are measured at fair value; if no reliable fair value available, recognized at RMB1. Government subsidies related to assets are obtained by the Group to purchase, build or formulate in other manners long-term assets; 121 China Fangda Group Co., Ltd. 2016 Annual Report 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 of them, 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 treatment of return-related government subsidy Government subsidies in connection with gains, which are used to cover current expenses or losses, are 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. 24. Differed income tax assets and differed income tax liabilities Income tax includes current and deferred income taxExcept 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 deductible 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 deductible temporary difference, deductible loss and tax deduction, unless the deductible 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 deductible 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 122 China Fangda Group Co., Ltd. 2016 Annual Report 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. 25. Leasing (1) Accounting of operational leasing The Group transfers all the risks and rewards attached to the asset at substantially transferred to the lessee, it is recognized as financial leasing, and the others are operational leasing. (1) The Group is the leasor In financial 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. 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. (2) The Group is the leasee The Group 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 Group adopts the depreciation policy same as the self-owned fixed assets to made provision for depreciation of leased assets. 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. 26. Other significant accounting policies and estimates Significant accounting judgment and estimate The Group 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 123 China Fangda Group Co., Ltd. 2016 Annual Report The Group 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 Group 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 Group 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 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 income based on the completion of individual construction contract. The management determines the completion percentage based on the actual cost in the total budget and forecasts the contract income. The starting and completion dates of construction contracts fall in different account periods. The Group will review and adjust contract income and cost estimation in budgets (if the actual contract income is less than the estimate or actual contract cost, contract estimation loss provision will be made). (5) Development cost (6) Accounting of hedging When the hedge relationship begins, the Group specifies the hedge relationship in writing to specify the follow: risks management target and hedging strategy; nature of the hedged item and quantity; nature and quantity of hedging instruments, nature and identification of hedged risks; evaluation of the hedging effectiveness, including the economic relationship between the hedged item and hedging instrument, hedging ratio, analysis of the hedging ineffectiveness source; the beginning date of the specified hedging relationship. Cash flow hedging During the existence of the hedging relationship, the part of the cumulative gain or loss of the hedging instrument within the change to the current value of the cumulative cash flow of the hedged item is included into other misc. incomes. The part that is lower or larger than the cash flow change is included into the gain or loss of the current period. When the hedging relationship ends and related inventory is recognized, the hedging instrument gain or loss recognized in ―Other misc. income hedging reserve‖ will be transferred to ―Raw materials‖. 124 China Fangda Group Co., Ltd. 2016 Annual Report 27. Major changes in accounting policies and estimates (1) Changes in accounting policies √ Applicable □ Inapplicable Account policy changes and reasons Approval procedure Notes According to the Notice on Increasing Pilot Points of Business Tax/VAT Reform (Tax Doc No. 36 (2016)), transactions related to VAT that occur after May 1, 2016 with impacts on assets and liabilities need to be adjusted. The item ―Business taxes and surcharge‖ in the income statement is 26th meeting of the 7th Board of Directors adjusted to the item ―Taxes and surcharges‖. Related taxes originally included in management expense such as property tax, land use tax, vehicle and vessel use tax and stamp tax will be included in the item ―Taxes and surcharges‖ from May 1, 2016. According to the Temporary Provisions on the Accounting of Commodity Futures Hedging (Accounting Doc No.18 [2015]), the Group needs to comply with all applicable provisions. The Group will no longer implement the Enterprise Accounting Standard No.24 – Hedging and Enterprise Accounting Standard No.37 – Presentation of Financial Tools for disclosure of hedging affairs. Account policy changes and reasons Affected item Affected amount According to the Notice on Increasing Pilot Points of 1. Taxes and 4,930,917.47 Business Tax/VAT Reform (Tax Doc No. 36 (2016)), surcharges transactions related to VAT that occur after May 1, 2016 2. Administrative -4,930,917.47 with impacts on assets and liabilities need to be expense adjusted. The item ―Business taxes and surcharge‖ in the income statement is adjusted to the item ―Taxes and surcharges‖. Related taxes originally included in management expense such as property tax, land use tax, vehicle and vessel use tax and stamp tax will be included in the item ―Taxes and surcharges‖ from May 1, 2016. According to the Temporary Provisions on the 1. Taxes payable 31,591.36 125 China Fangda Group Co., Ltd. 2016 Annual Report Accounting of Commodity Futures Hedging 2. Deferred income tax -10,098.92 (Accounting Doc No.18 [2015]), the Group needs to liabilities comply with all applicable provisions. The Group will 3. Other miscellaneous 214,369.04 no longer implement the Enterprise Accounting income Standard No.24 – Hedging and Enterprise Accounting 4. Surplus reserves -23,586.15 Standard No.37 – Presentation of Financial Tools for 5. Retained profit -212,275.33 disclosure of hedging affairs. (2) Changes in major accounting estimates □ Applicable √ Inapplicable VI. Taxation 1. Major taxes and tax rates Tax Tax basis Tax rate VAT Taxable income 3%、5%、6%、11%、13%、17% City maintenance and construction tax Taxable turnover 1%、5%、7% Enterprise income tax Taxable income 15%、25% Business tax Taxable income 3%、5% Education surtax Taxable turnover 3% Local education surtax Taxable turnover 2% Tax rates applicable for different tax payers Tax payer Income tax rate The Company 25% Shenzhen Fangda Jianke Group Co., Ltd. 15% Shenzhen Fangda Automation System Co., Ltd. 15% Shenzhen Woke Semi-conductor Lighting Co., Ltd. 25% Fangda New Materials (Jiangxi) Co., Ltd. 15% Jiangxi Fangda New Type Aluminum Co., Ltd. 25% Shenyang Fangda Semi-conductor Lighting Co., Ltd. 25% Dongguan Fangda New Material Co., Ltd. 25% Shenzhen Kexunda Software Co., Ltd. 25% Chengda Fangda Construction Technology Co., Ltd. 15% Fangda Decoration Engineering (Shenyang) Co., Ltd. 25% Shenzhen Fangda Property Development Co., Ltd. 25% Shenzhen Fangda New Energy Co., Ltd. 25% 126 China Fangda Group Co., Ltd. 2016 Annual Report Guangdong Fangda SOZN Lighting Co., Ltd. 25% Shenzhen Fangda Property Management Co., Ltd. 25% Jiangxi Fangda Property Development Co., Ltd. 25% Ganzhou Longneng New Energy Co., Ltd. 25% Pingxiang Fangda Luxin New Energy Co., Ltd. 25% Pingxiang Xiangdong Fangda New Energy Co., Ltd. 25% Nanchang Xinjian Fangda New Energy Co., Ltd. 25% Dongguan Fangda New Energy Co., Ltd. 25% Shenzhen Qianhai Kechuangyuan Software Co., Ltd. 15% 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 19.06.15, Fangda Jianke was entitled to enjoy a tax preference of enterprise income tax of 15% for three years (2015-2017) 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 19.06.15, Fangda Decoration was entitled to enjoy a tax preference of enterprise income tax of 15% for three years (2015-2017) 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 25.09.15, Fangda New Material was entitled to enjoy a tax preference of enterprise income tax of 15% for three years (2015-2017) 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. Kexunda entered the semi-exemption period in 2015. (5) On November 7, 2014, Chengdu Fangda was certified by Sichuan Xinjin National Tax Bureau as an encourage industry company in the west China (Xin Jin National Tax Doc. [zzy024]) and started to enjoy a tax rate of 15%. (6) On 02.11.15, Dongguan New Energy was certified by Dongguan National Tax Bureau Songshanhu branch as the national supported public infrastructure project according to the Song Shan Hu Tax Doc [2015] 3305. The company is exempted from enterprise income tax for three years and half exempted for another three years. In 2015, the company entered the exemption period. (7) On 02.03.16, according to the document issued by Luxi National Tax Bureau, the PV power generation project undertaken by Pingxiang Fangda Luxin New Energy Co., Ltd, became the infrastructure project supported by the central government. The company enjoys a three-year enterprise income tax relief and 50% reduction for another three years. In 2016, the company entered the exemption period. (8) On 02.06.16, according to the document issued by Nanchang Xinjian District National Tax Bureau, the PV power generation project undertaken by subsidiary Xinjian New Energy Company, became the infrastructure project supported by the central 127 China Fangda Group Co., Ltd. 2016 Annual Report government. The company enjoys a three-year enterprise income tax relief and 50% reduction for another three years. In 2016, the company entered the exemption period. (9) On 10.03.17, according to the registration to Shenzhen National Tax Bureau, subsidiary Kechuangyuan Software became a newly established software and integrated circuit designing company and can enjoy the two-year full exemption and three-year half-exemption of the enterprise income tax from the first year that the company records profit. Kexunda started making profits in 2016 and therefore starts to enjoy the exemption. VII. Notes to the consolidated financial statements 1. Monetary capital In RMB Items Closing balance Opening balance Inventory cash: 11,625.54 28,072.46 Bank deposits 932,709,227.42 266,315,876.39 Other monetary capital 162,508,984.94 134,609,388.47 Total 1,095,229,837.90 400,953,337.32 Including: total amount deposited in 27,553,060.26 5,722,165.37 overseas Other note 1. A bank deposit of RMB728,405.91 of Fangda SOZN was frozen by the court due to a lawsuit. 2. The closing balance of the book value of the other monetary capital RMB162,508,984.94 is mainly the futures, bank acceptance bill and guarantee deposit and investment, including a deposit of RMB158,676,856.59. The deposit and frozen deposit shall not be treated as cash and cash equivalent in the preparation of cash flow statements. 3. The closing monetary capital increased 173.16% by the beginning of year, which is main attributable to payments received from sales of development products of Fangda Property. 2. Financial assets measured at fair value with variations accounted into current income account In RMB Items Closing balance Opening balance Transactional financial assets 14,546,206.58 Investment in equity tools 14,546,206.58 Total 14,546,206.58 Others: The closing balance is the fair value of the shares of SINO OIL & GAS acquired by Shihui International Holding Co., Ltd. 128 China Fangda Group Co., Ltd. 2016 Annual Report 3. Derivative financial assets √ Applicable □ Inapplicable In RMB Items Closing balance Opening balance Futures contracts 2,232,200.00 Total 2,232,200.00 Others: It is mainly attributable to the cash flow hedging on aluminum futures contracts conducted by Fangda Jianke and Fangda New Material. 4. Notes receivable (1) Classification of notes receivable In RMB Items Closing balance Opening balance Bank acceptance 11,819,567.96 10,289,884.74 Commercial acceptance 7,078,538.15 86,957,775.82 Total 18,898,106.11 97,247,660.56 (2) The Group has no endorsed or discounted immature receivable notes at the end of the period. In RMB Items De-recognized amount Not de-recognized amount Bank acceptance 55,472,384.90 Commercial acceptance 32,130,840.26 1,000,000.00 Total 87,603,225.16 1,000,000.00 (3) Notes transferred to accounts receivable due to default of the issue at the end of period In RMB Amount transferred to accounts receivable at the end of the Items period Commercial acceptance 8,219,684.36 Total 8,219,684.36 129 China Fangda Group Co., Ltd. 2016 Annual Report 5. Account receivable (1) Account receivable disclosed by categories In RMB Closing balance Opening balance Remaining book Remaining book Bad debt provision Bad debt provision Type value Book value Book value Proportio Provision value Proportio Provision Amount Amount Amount Amount n rate n rate Recognition and 1,611,9 2,573,18 230,259, 2,342,929 206,824,1 1,405,151,1 providing of bad debt 98.35% 8.95% 75,331. 99.41% 12.83% 8,876.31 248.17 ,628.14 97.04 34.89 provisions on groups 93 Account receivable with minor individual 43,290,08 43,290,08 9,541,6 8,974,655 amount and bad debt 1.65 100.00% 0.00 0.59% 94.06% 567,000.00 6.64 6.64 55.45 .45 provision provided individually 1,621,5 2,616,478, 273,549,3 2,342,929 215,798,8 1,405,718,1 Total 100 10.45% 16,987. 100.00% 13.31% 962.95 34.81 ,628.14 52.49 34.89 38 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 Account receivable Bad debt provision Provision rate Sub-item of within 1 year Subtotal for less than 1 year 1,787,613,339.00 54,940,714.86 3.07% 1-2 years 460,357,808.24 46,035,780.83 10.00% 2-3 years 166,630,560.32 49,989,168.10 30.00% Over 3 years 158,587,168.75 79,293,584.38 50.00% Total 2,573,188,876.31 230,259,248.17 8.95% Group recognition basis: Account receivable adopting the balance percentage method in the group □ Applicable √ Inapplicable Account receivable adopting other methods in the group: 130 China Fangda Group Co., Ltd. 2016 Annual Report (2) Bad debt provision made, returned or recovered in the period A bad debt provision of RMB114,377,848.44 was made in the period. RMB0.00 was recovered or reversed. (3) Written-off account receivable during the period In RMB Items Amount Account receivable written off 49,724,837.98 Including significant account receivable: In RMB Writing-off Entity Nature Amount Reason Related transaction procedure Notes to written-off account receivable (4) Balance of top 5 accounts receivable at the end of the period The total balance of top-five accounts receivable at the end of the period is RMB617,312,381.69, accounting for 23.59% of the total remaining balance of all accounts receivable. The bad debt provision made at the end of the period is RMB22,230,971.80. 6. Prepayment (1) Account age of prepayments In RMB Closing balance Opening balance Age Amount Proportion Amount Proportion Less than 1 year 28,442,485.03 90.22% 23,448,649.55 73.89% 1-2 years 1,224,651.51 3.88% 3,490,224.16 12.05% 2-3 years 540,874.20 1.72% 1,418,149.13 5.15% Over 3 years 1,318,315.51 4.18% 1,700,041.06 8.91% Total 31,526,326.25 -- 30,057,063.90 -- Explanation of non-settlement of significant prepayments with an accounting age of more than 1 year: (2) Balance of top 5 prepayments at the end of the period The total of top5 prepayments in terms of the prepaid entities in the period is RMB13,124,327.58, accounting for 41.63% of the total prepayments at the end of the period. Others: 131 China Fangda Group Co., Ltd. 2016 Annual Report 7. Receivable interest (1) Receivable interest In RMB Items Closing balance Opening balance Bank financial products 302,950.68 Total 302,950.68 8. Other receivables (1) Other receivables disclosed by categories In RMB Closing balance Opening balance Remaining book Remaining book Bad debt provision Bad debt provision Type value Book value Book value Proportio Provision value Proportio Provision Amount Amount Amount Amount n rate n rate Recognition and 67,471,2 10,092,2 57,378,99 65,503, 12,407,63 53,095,948. providing of bad debt 98.79% 14.96% 99.78% 18.94% 44.99 50.27 4.72 587.52 9.06 46 provisions on groups Other receivables with minor individual 825,887. 825,887. 146,100 146,100.9 amount and bad debt 1.21% 100.00% 0.00 0.22% 100.00% 0.00 03 03 .95 5 provision provided individually 68,297,1 10,918,1 57,378,99 65,649, 12,553,74 53,095,948. Total 100.00% 15.99% 100.00% 19.12% 32.02 37.30 4.72 688.47 0.01 46 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 Bad debt provision Provision rate Sub-item of within 1 year Subtotal for less than 1 year 35,553,273.10 1,114,262.43 3.13% 1-2 years 16,283,309.86 1,628,330.99 10.00% 132 China Fangda Group Co., Ltd. 2016 Annual Report 2-3 years 2,338,370.89 701,511.28 30.00% Over 3 years 13,296,291.14 6,648,145.57 50.00% Total 67,471,244.99 10,092,250.27 14.96% Group recognition basis: 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 provision made, returned or recovered in the period A bad debt provision of RMB4,319,687.39 was made in the period. RMB0.00 was recovered or reversed. (3) Other receivable written off in the current period In RMB Items Amount Other receivable written off 5,492,205.48 Including significant other receivable: In RMB Writing-off Entity Nature Amount Reason Related transaction procedure Notes to written-off other receivables: (4) Other receivables are disclosed by nature In RMB By nature Closing balance of book value Opening balance of book value Deposit 35,468,468.79 36,529,862.27 Construction borrowing and advanced 16,300,394.58 17,242,358.04 payment Staff borrowing and petty cash 2,954,984.22 3,062,219.75 Receivable refund of VAT 1,949,939.35 80,888.90 Others 11,623,345.08 8,734,359.51 Total 68,297,132.02 65,649,688.47 (5) Balance of top 5 other receivables at the end of the period In RMB 133 China Fangda Group Co., Ltd. 2016 Annual Report Balance of bad debt Entity By nature Closing balance Age Percentage (%) provision at the end of the period Lanzhou Railway Deposit 6,931,316.60 1-2 years 10.15% 693,131.66 Transport Co., Ltd. China Merchants Futures Brokerage Futures margin 6,806,153.50 Less than 1 year 9.97% 204,184.61 Co., Ltd. Advanced Wang Weihong 4,944,388.15 Over 3 years 7.24% 2,472,194.08 construction fee Real estate sales Sun Quan 3,230,961.00 Less than 1 year 4.73% 96,928.83 payment Advanced Xin Song 2,620,327.61 Over 5 years 3.84% 1,310,163.81 construction fee Total -- 24,533,146.86 -- 35.93% 4,776,602.99 9. Inventories (1) Classification of inventories In RMB Closing balance Opening balance Items Remaining book Depreciation Remaining book Depreciation Book value Book value value provision value provision Raw materials 83,474,670.86 1,776,760.32 83,474,670.86 85,916,458.16 7,069,471.61 78,846,986.55 Product in 16,439,362.04 16,439,362.04 6,971,619.92 6,971,619.92 process Finished goods in 8,845,931.76 8,845,931.76 18,325,455.59 5,513,219.11 12,812,236.48 stock Assets unsettled for finished 186,288,217.00 186,288,217.00 226,526,505.83 1,830,742.67 224,695,763.16 construction contracts Low price 73,018.52 73,018.52 69,223.68 69,223.68 consumable OEM materials 2,206,059.11 1,499,169.52 706,889.59 8,791,959.78 1,218,716.77 7,573,243.01 Development cost 1,116,777,166.82 1,116,777,166.82 986,708,925.20 986,708,925.20 Goods delivered 35,068,431.20 35,068,431.20 0.00 28,913,305.53 28,913,305.53 Development 579,792,563.00 579,792,563.00 134 China Fangda Group Co., Ltd. 2016 Annual Report products Total 2,028,965,420.31 38,344,361.04 1,990,621,059.27 1,362,223,453.69 15,632,150.16 1,346,591,303.53 (2) Inventory depreciation provision In RMB Increase in this period Decrease in this period Items Opening balance Recover or Closing balance Provision Others Others write-off Raw materials 7,069,471.61 2,948,564.64 2,344,146.65 1,776,760.32 Finished goods in 5,513,219.11 3,161,391.39 2,351,827.72 stock Assets unsettled for finished 1,830,742.67 1,830,742.67 construction contracts Goods delivered 35,068,431.20 35,068,431.20 OEM materials 1,218,716.77 280,452.75 1,499,169.52 Total 15,632,150.16 35,348,883.95 6,109,956.03 6,526,717.04 38,344,361.04 Item Basis for recognition of net realizable Reason value Raw materials Realizable net value is lower the cost Used or disposed Product in process Realizable net value is lower the cost Used or disposed Finished goods in stock Realizable net value is lower the cost Used or disposed Goods delivered Realizable net value is lower the cost Asset formed by construction contract Predicted construction contract loss OEM materials Realizable net value is lower the cost (3) Balance at the end of the period includes capitalization of borrowing expense The balance at the end of the period includes capitalization of borrowing expense of Fangda Town project of RMB67,450,413.36.The capitalization amount of cumulative borrowing expenses is RMB90,234,173.92, of which RMB45,862,952.52 occurred in this year. (4) Assets unsettled for finished construction contracts at the end of the period In RMB Items Amount Accumulative occurred costs 7,097,768,053.00 135 China Fangda Group Co., Ltd. 2016 Annual Report Accumulative recognized gross margin 1,239,280,706.00 Settled amount 8,150,760,542.00 Assets unsettled for finished construction contracts 186,288,217.00 Others: (5) Development cost Project Starting time Estimated finish Estimated total Closing amount Opening amount Closing time investment depreciation provision Fangda Town May 2014 2017-12-31 RMB2.5 billion 916,817,936.27 886,932,360.20 Jiangxi Phoenix Not started 2018-12-31 RMB600 199,959,230.55 99,776,565.00 Land project million Total 1,116,777,166.82 986,708,925.20 Note: The Jiangxi Phoenix Land project has not been started. The current development cost is mainly the land selling price. 10. Other current assets In RMB Items Closing balance Opening balance Input tax to be deducted 14,896,029.18 11,083,687.96 Bank financial products 41,000,000.00 Prepaid income tax 433,807.84 312,030.09 Prepaid VAT 4,726,521.18 Prepaid business tax 1,150,216.13 Total 62,206,574.33 11,395,718.05 Others: 11. Sellable financial assets (1) Sellable financial assets In RMB Closing balance Opening balance Items Remaining Impairment Remaining Impairment Book value Book value book value provision book value provision Sellable equity 28,562,575.67 28,562,575.67 instruments: Measured at cost 28,562,575.67 28,562,575.67 Total 28,562,575.67 28,562,575.67 136 China Fangda Group Co., Ltd. 2016 Annual Report (2) Sellable financial assets messaged at costs at the end of the period In RMB Remaining book value Impairment provision Shareholdi Cash Invested Beginning Beginning ng in the dividend Closing Closing entity of the Increase Decrease of the Increase Decrease invested in the balance balance period period entity period Shenyang 28,562,575 28,562,575 64.58% Fangda .67 .67 28,562,575 28,562,575 Total -- .67 .67 12. Long-term share equity investment In RMB Change (+,-) Balance Investment of Other gain and Impa impairme Decre miscella Cash Opening Increased loss Other irme Closing nt Invested entity ased neous dividend or balance investmen recognized equity nt Others balance provision invest income profit t using the change provi at the end ment adjustme announced equity sion of the nt method period 1. Joint venture 2. Associate Shenzhen Ganshang Joint 8,511,197.9 8,600,939 89,741.80 Investment Co., 8 .78 Ltd. Shenzhen Huihai Yirong 1,978,482.9 3,000,000 -1,474,392. 3,504,090 Internet Service 5 .00 05 .90 Co., Ltd. 10,489,680. 3,000,000 -1,384,650. 12,105,03 Subtotal 93 .00 25 0.68 10,489,680. 3,000,000 -1,384,650. 12,105,03 Total 93 .00 25 0.68 Other note The second installment of contributed capital of RMB3 million paid to Shenzhen Huihai Yirong Internet Financial Service Co., Ltd. in this year. The shareholding remains 10% with one director appointed in the board of directors. 137 China Fangda Group Co., Ltd. 2016 Annual Report 13. Investment real estates (1) Investment real estate measured at costs √ Applicable □ Inapplicable In RMB Items Houses & buildings Land using right Construction in process Total I. Book value 1. Opening balance 37,176,315.46 37,176,315.46 2. Increase in this 969,999.67 969,999.67 period (1) External 969,999.67 969,999.67 purchase (2) Transfer-in from inventory\fixed assets\construction in progress (3) Increase due to enterprise merger 3. Decrease in this period (1) Purchase (2) Other transfer-out 4. Closing balance 38,146,315.13 38,146,315.13 II. Accumulative depreciation and amortization 1. Opening balance 6,462,722.25 6,462,722.25 2. Increase in this 978,524.20 978,524.20 period (1) Provision or 978,524.20 978,524.20 amortization 3. Decrease in this period (1) Purchase (2) Other transfer-out 4. Closing balance 7,441,246.45 7,441,246.45 138 China Fangda Group Co., Ltd. 2016 Annual Report III. Impairment provision 1. Opening balance 2. Increase in this period (1) Provision 3. Decrease in this period (1) Purchase (2) Other transfer-out 4. Closing balance IV. Book value 1. Closing book 30,705,068.68 30,705,068.68 value 2. Opening book 30,713,593.21 30,713,593.21 value (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 304,615,212.53 304,615,212.53 II. Change in this period -1,524,649.91 -1,524,649.91 Add: external purchase Transfer-in from inventory\fixed assets\construction in progress Increase due to enterprise merger Less: disposal 13,082,954.01 13,082,954.01 Other transfer-out Change in fair value 11,558,304.10 11,558,304.10 III. Closing balance 303,090,562.62 303,090,562.62 139 China Fangda Group Co., Ltd. 2016 Annual Report The Company must comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.3 – Listed Companies Engaged in Property Development. Disclosure of investment real estate measured at fair value by projects In RMB Rental Building income in Opening Closing fair Change in fair Reason for the Project Location area the report fair value value value change and report period The fair value of the investment real estate is determined based on 深同诚评 26,185,826. 285,817,69 Fangda Town Shenzhen 18204.95 296,740,660.63 3.82% 字(2,017A)01YQC 54 1.53 第 004 号 Real Estate Valuation Report issued by TOUCHSTONE. No new investment real estate measured at fair value in the report period (3) Investment real estate without ownership certificate In RMB Items Book value Reason Houses in Dalian of Fangda Jianke for 694,455.99 Applying for offsetting debt Other note 14. Fixed assets (1) Fixed assets In RMB Houses & Mechanical Transport Electronics and Items PV power plants Total buildings equipment equipment other devices I. Original book value: 1. Opening 385,847,642.37 11,976,788.22 247,336,323.55 23,991,910.96 61,711,430.90 730,864,096.00 balance 2. Increase in 13,248,451.83 119,408,380.68 1,475,674.87 188,981.39 1,984,795.06 136,306,283.83 this period (1) Purchase 13,248,451.83 1,475,674.87 188,981.39 1,330,599.85 16,243,707.94 140 China Fangda Group Co., Ltd. 2016 Annual Report (2) Transfer-in of 119,408,380.68 654,195.21 120,062,575.89 construction in progress (3) Increase due to enterprise merger 3. Decrease in 52,094,928.81 125,447.68 108,659,247.31 1,268,275.07 10,475,251.97 172,623,150.84 this period (1) Disposal 5,261,300.00 125,447.68 3,067,307.97 910,187.23 2,381,159.57 11,745,402.45 or retirement (2) Other 46,833,628.81 105,591,939.34 358,087.84 8,094,092.40 160,877,748.39 decrease 4. Closing 347,001,165.39 131,259,721.22 140,152,751.11 22,912,617.28 53,220,973.99 694,547,228.99 balance II. Accumulative depreciation 1. Opening 44,529,102.62 142,224.36 164,822,823.46 12,742,115.74 29,046,564.97 251,282,831.15 balance 2. Increase in 9,518,429.26 3,514,678.79 7,422,628.19 2,542,671.52 4,623,309.78 27,621,717.54 this period (1) Provision 9,518,429.26 3,514,678.79 7,422,628.19 2,542,671.52 4,623,309.78 27,621,717.54 3. Decrease in 7,393,116.80 73,889,806.86 1,079,035.43 10,169,016.49 92,530,975.58 this period (1) Disposal 293,147.58 0.00 2,624,110.68 742,637.95 2,107,182.45 5,767,078.66 or retirement (2) Other 7,099,969.22 0.00 71,265,696.18 336,397.48 8,061,834.04 86,763,896.92 decrease 4. Closing 46,654,415.08 3,656,903.15 98,355,644.79 14,205,751.83 23,500,858.26 186,373,573.11 balance III. Impairment provision 1. Opening 277,744.50 16,654,521.84 0.00 0.00 16,932,266.34 balance 2. Increase in 17,227,113.29 9,172,340.62 9,690.36 26,409,144.27 this period (1) Provision 17,227,113.29 9,172,340.62 9,690.36 26,409,144.27 3. Decrease in 17,504,857.79 24,472,472.96 9,690.36 41,987,021.11 this period 141 China Fangda Group Co., Ltd. 2016 Annual Report (1) Disposal or retirement (2) Other 17,504,857.79 0.00 24,472,472.96 9,690.36 0.00 41,987,021.11 decrease 4. Closing 0.00 0.00 1,354,389.50 0.00 1,354,389.50 balance IV. Book value 1. Closing 300,346,750.31 127,602,818.07 40,442,716.82 8,706,865.45 29,720,115.73 506,819,266.38 book value 2. Opening 341,040,795.25 11,834,563.86 65,858,978.25 11,249,795.22 32,664,865.93 462,648,998.51 book value (2) Temporary idle fixed assets In RMB Accumulative Impairment Items Book value Book value Notes depreciation provision Mechanical 21,380,678.50 3,723,440.58 17,657,237.92 equipment Transportation 1,708,670.28 664,940.72 1,043,729.56 facilities Electronics and other 6,142,004.42 1,975,675.60 4,166,328.82 devices Total 29,231,353.20 6,364,056.90 22,867,296.30 (3) Fixed assets without ownership certificate In RMB Items Book value Reason Houses in Urumuqi for offsetting debt 552,675.17 Applying for Yuehai Office Building C 502 154,944.66 Historical reasons Other note (1) On December 31, 2016, the cumulative depreciation of the original value of RMB58,834,355.09 in the Group’s houses and buildings is RMB7,322,643.60. The net value of RMB51,511,711.49 has been pledged to Shenzhen OCT branch of China Construction Bank. The relevant borrowing has been repaid, but the pledge has not been released. (2) On December 31, 2016, the cumulative depreciation of the original value of RMB29,231,353.20 in the Group’s fixed assets is RMB29,231,353.20. The net value of RMB22,867,296.30 is the amount frozen by the court due to the Fangda SOZN sales and purchase proceedings. (3) The impairment provision in this period is made by subsidiary Shenyang Fangda according to the Shen Peng Sheng Evaluation Report No.2017032. 142 China Fangda Group Co., Ltd. 2016 Annual Report (4) Other decrease in the fixed assets in the period is attributable to the loss of control on subsidiaries Shenyang Fangda and Shenzhen Woke. Relevant fixed assets are no longer included in the consolidated report. 15. Construction in process (1) Construction in progress In RMB Closing balance Opening balance Items Remaining book Impairment Remaining book Impairment Book value Book value value provision value provision PV power 1,703,080.57 1,703,080.57 13,024,552.31 13,024,552.31 generation project Chengda Fangda’s Xinjin energy-saving 834,644.79 834,644.79 816,356.71 816,356.71 green curtain wall project Engineering project 761,792.44 761,792.44 management platform Dongguan Songshanhu 531,689.44 531,689.44 showroom No.1 display Total 2,537,725.36 2,537,725.36 15,134,390.90 15,134,390.90 (2) Changes in major construction in process in this period In RMB Proportio Includin Amount n of g: transfer- Other accumula Accum Closin capitaliz Interest Openin Increase in to decreas tive ulative g Project ed capitaliz Capital Project Budget g in this fixed e in engineeri capitali balanc progress interest ation source balance period assets in this ng zed e for the rate this period investme interest current period nt in the period budget Phase I of the 30,100,0 1,093,3 29,842,29 30,935,6 Raised 101.39% 100% Jiangxi 00.00 43.24 3.06 36.30 fund 143 China Fangda Group Co., Ltd. 2016 Annual Report Nanchang Isuzu Automobile parking lot roof 6.3MWp distributed PV power generation project Jiangxi Pingxiang Luxi 13MWp 93,103,1 10,257, 78,214,78 88,472,7 Raised 95.23% 100% distributed PV 00.00 959.91 4.47 44.38 fund power plant project 123,203, 11,351, 108,057,0 119,408, Total -- -- -- 100.00 303.15 77.53 380.68 16. Disposal of fixed assets In RMB Items Closing balance Opening balance Mechanical equipment 5,326.79 Total 5,326.79 Others: 17. Intangible assets (1) Intangible assets In RMB Unpatented Items Land using right Patent Computer software Total technologies I. Book value 1. Opening 98,015,399.41 9,200,126.04 24,216,408.23 7,803,625.02 139,235,558.70 balance 2. Increase in this 119,932.56 3,450,893.84 46,153.85 101,139.62 3,718,119.87 period (1) Purchase 119,932.56 3,450,893.84 46,153.85 101,139.62 3,718,119.87 3. Decrease in this 42,038,791.23 18,634,375.05 60,673,166.28 period (1) Purchase 144 China Fangda Group Co., Ltd. 2016 Annual Report (2) Other 42,038,791.23 18,634,375.05 60,673,166.28 decrease 4. Closing 56,096,540.74 12,651,019.88 5,628,187.03 7,904,764.64 82,280,512.29 balance II. Accumulative amortization 1. Opening 13,336,868.22 4,402,389.58 16,323,238.98 4,584,215.67 38,646,712.45 balance 2. Increase in this 1,552,930.70 914,886.01 598,921.11 657,031.81 3,723,769.63 period (1) Provision 1,552,930.70 914,886.01 598,921.11 657,031.81 3,723,769.63 3. Decrease in this 7,210,111.20 13,108,511.28 20,318,622.48 period (1) Purchase (2) Other 7,210,111.20 13,108,511.28 20,318,622.48 decrease 4. Closing 7,679,687.72 5,317,275.59 3,813,648.81 5,241,247.48 22,051,859.60 balance III. Impairment provision 1. Opening 5,525,863.77 5,525,863.77 balance 2. Increase in this 5,268,680.03 5,268,680.03 period (1) Provision 5,268,680.03 5,268,680.03 3. Decrease in this 5,268,680.03 5,525,863.77 10,794,543.80 period (1) Purchase (2) Other 5,268,680.03 5,525,863.77 10,794,543.80 decrease 4. Closing balance IV. Book value 1. Closing book 48,416,853.02 7,333,744.29 1,814,538.22 2,663,517.16 60,228,652.69 value 2. Opening book 84,678,531.19 4,797,736.46 2,367,305.48 3,219,409.35 95,062,982.48 value Intangible asset formed by internal R&D of the period takes up 3.01% in the closing total book value of intangible assets. 145 China Fangda Group Co., Ltd. 2016 Annual Report (2) Failure to obtain the land use right certificates In RMB Items Book value Reason Others: 18. Goodwill (1) Original book value of goodwill In RMB Invested entity or Increase Decrease Opening balance Closing balance item of goodwill Enterprise merger Other increases Disposal Shenzhen Woke 8,197,817.29 8,197,817.29 Fangda SOZN 26,279,395.89 26,279,395.89 Total 34,477,213.18 8,197,817.29 26,279,395.89 (2) Goodwill impairment provision In RMB Invested entity or Increase Decrease Opening balance Closing balance item of goodwill Provision Other increases Disposal Shenzhen Woke 8,197,817.29 8,197,817.29 Fangda SOZN 6,452,698.92 19,826,696.97 26,279,395.89 Total 14,650,516.21 19,826,696.97 8,197,817.29 26,279,395.89 Test process of goodwill impairment, parameters and recognition method of goodwill impairment loss: 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. Other decrease is attributable to part moved out from the consolidation scope this year. The Company acquired the 60% control power over Fangda SOZN by merger of enterprise under common control in August 2014. The difference between the initial investment cost of RMB48 million and recognizable fair value of the investee has formed the goodwill of RMB26,279,395.89. Goodwill impairment of RMB6,452,698.92 has been provided in previous years. Because Fangda SOZN is insolvent and has stopped business operation, the Company did impairment test on the goodwill of this investment according to the current value of estimated future cash flow and made full impairment provision of RMB19,826,696.97. Other note 146 China Fangda Group Co., Ltd. 2016 Annual Report 19. Long-term amortizable expenses In RMB Amortized Opening Increase in this Items amount in this Other decrease Closing balance balance period period Renovation of office and plants 1,301.80 1,301.80 rented by Chengdu Fangda Renovation of Fangda Hi-Tech 34,166.63 34,166.63 Park dormitory building Upgrading of workshop rented by 2,494,310.08 2,494,310.08 Fangda SOZN Jinshan factory renovation of Fangda Decoration Shanghai 302,154.50 109,874.16 192,280.34 Branch Epoxy floor 796,522.13 162,004.50 634,517.63 Kingdee aftersales service 73,375.26 25,157.28 48,217.98 Xuanfeng Chayuan village and Zhuyuan village land transfer 1,304,327.46 62,475.00 57,767.56 1,309,034.90 compensation Expense of renovation of leased fixed assets by Fangda Property 222,948.81 111,474.36 111,474.45 Development Dongguan separation project 233,451.85 77,817.36 155,634.49 Fangda Hi-Tech Park plant No.3 562,063.46 306,579.96 255,483.50 renovation Upgrading of workshop rented by Fangda Decoration Nanchang 202,118.38 41,108.82 161,009.56 Branch Anti-junk email module service 16,506.46 16,506.46 0.00 fee Great Wall broadband network 19,600.00 4,899.96 14,700.04 fee Fangda Building Floor #5 wiring 38,023.68 30,419.04 7,604.64 project Huawei storage device 13,918.38 9,278.88 4,639.50 maintenance fee Membership fee 300,000.00 100,000.08 199,999.92 Temporary sales center 1,486,408.70 990,939.12 495,469.58 147 China Fangda Group Co., Ltd. 2016 Annual Report construction cost Subscription of newspaper and 105,699.80 0.00 105,699.80 magazines Total 6,614,788.88 1,654,583.50 4,573,606.05 3,695,766.33 Other note 20. Differed income tax assets and differed income tax liabilities (1) Non-deducted deferred income tax assets In RMB Closing balance Opening balance Items Deductible temporary Deferred income tax Deductible temporary Deferred income tax difference assets difference assets Assets impairment 334,020,087.32 65,372,067.16 216,918,204.09 37,575,529.18 provision Deductible loss 79,647,747.51 19,403,071.58 85,665,697.71 20,944,182.55 Unrealizable gross profit 59,313,354.67 13,083,940.06 23,008,088.13 3,788,898.02 Reserved expense 3,245,302.51 486,795.38 2,153,753.44 323,063.02 Reserved wage 3,519,976.72 527,996.51 Deferred earning 1,963,532.75 474,053.75 2,563,904.83 619,823.84 Anticipated liabilities 3,156,625.24 473,493.79 1,921,446.51 288,216.98 Advertisement fee 0.00 0.00 3,847,702.76 961,925.69 Adjustment of fair value 327,320.67 49,098.10 5,981,164.89 897,174.73 of investment real estate Provided unpaid taxes 309,816,714.95 77,454,178.74 Total 791,490,685.62 176,796,698.56 345,579,939.08 65,926,810.52 (2) Non-deducted deferred income tax liabilities In RMB Closing balance Opening balance Items Taxable temporary Deferred income tax Taxable temporary Deferred income tax difference liabilities difference liabilities Gain/loss caused by 304,518,955.06 76,129,738.77 291,979,073.34 72,994,768.34 changes in fair value Estimated gross margin 495,010,133.99 123,752,533.50 when Fangda Town 148 China Fangda Group Co., Ltd. 2016 Annual Report records income, but does not reach the taxable income level Change in fair value of sellable financial assets 2,164,873.87 324,731.08 accounted in other misc. income Total 801,693,962.92 200,207,003.35 291,979,073.34 72,994,768.34 (3) Details of unrecognized deferred income tax assets In RMB Items Closing balance Opening balance Deductible temporary difference 69,882,888.12 51,201,110.67 Deductible loss 103,119,540.05 151,155,750.92 Total 173,002,428.17 202,356,861.59 (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 2016 19,999,060.04 2017 1,476,671.03 20,241,373.78 2018 58,067.78 11,130,985.83 2019 11,662,409.08 2020 80,885,430.25 88,121,922.19 2021 20,699,370.99 Total 103,119,540.05 151,155,750.92 -- Others: In the report period, subsidiaries Shenyang Fangda and Shenzhen Woke have been moved to the liquidation team and the Company has lost control. Therefore the deductible losses of the un-recognized deferred income tax asset decreased sharply. 21. Other non-current assets In RMB Items Closing balance Opening balance Prepaid house and equipment amount 61,184,253.71 91,863,898.92 Input tax to be deducted 1,640,057.47 149 China Fangda Group Co., Ltd. 2016 Annual Report Total 61,184,253.71 93,503,956.39 Others: The closing balance of other non-current assets is mainly the prepaid house payment of Fangda Jianke. 22. Short-term borrowings (1) Classification of short-term borrowings In RMB Items Closing balance Opening balance Loan by pledge 200,000,000.00 Guarantee loan 591,000,000.00 943,000,000.00 Discount borrowing of commercial 4,957,775.82 acceptance bills Total 591,000,000.00 1,147,957,775.82 Notes to classification of short-term borrowings 23. Derivative financial liabilities □ Applicable √ Inapplicable 24. Notes payable In RMB Type Closing balance Opening balance Commercial acceptance 88,302,684.45 78,934,714.94 Bank acceptance 468,998,636.00 224,592,924.69 Total 557,301,320.45 303,527,639.63 The total amount of payable bills that have matured but not been paid at the end of the period is RMB757,145.13. 25. Account payable (1) Account payable In RMB Items Closing balance Opening balance Account repayable and engineering 861,679,467.39 611,292,302.23 payables 150 China Fangda Group Co., Ltd. 2016 Annual Report Construction payable 64,941,147.47 27,529,577.05 Payable installation and implementation 342,832,605.32 225,793,206.11 fees Others 5,802,741.16 3,013,270.26 Total 1,275,255,961.34 867,628,355.65 (2) Significant payables aging more than 1 year In RMB Items Closing balance Reason Debt of subsidiary Fangda SOZN, which is Foshan Youfeng Trading Co., Ltd. 10,221,570.84 insolvent Debt of subsidiary Fangda SOZN, which is Xiangneng Hualei Optoelectronic Co., Ltd. 8,715,326.31 insolvent Debt of subsidiary Fangda SOZN, which is Huacan Optoelectronic (Suzhou) Co., Ltd. 6,105,483.64 insolvent Debt of subsidiary Fangda SOZN, which is Suzhou Nanojoin Photonics Co., Ltd. 5,768,077.38 insolvent Total 30,810,458.17 -- Others: 26. Prepayment received (1) Prepayment received In RMB Items Closing balance Opening balance Curtain wall and screen door engineering 82,684,893.50 123,894,561.69 payment Material loan 3,096,489.93 5,515,676.69 Real estate sales payment 198,135,269.02 Others 1,988,791.68 1,164,081.47 Total 285,905,444.13 130,574,319.85 (2) Significant prepayment aged more than 1 year In RMB Items Closing balance Reason 151 China Fangda Group Co., Ltd. 2016 Annual Report 27. Employees wage payable (1) Employees wage payable In RMB Items Opening balance Increase Decrease Closing balance 1. Short-term 40,805,469.84 225,783,001.48 224,623,086.87 41,965,384.45 remuneration 2. Retirement pension program-defined 6,958.21 9,746,103.25 9,746,103.25 6,958.21 contribution plan 3. Dismiss compensation 130,000.00 1,072,270.13 1,202,270.13 Total 40,942,428.05 236,601,374.86 235,571,460.25 41,972,342.66 (2) Short-term remuneration In RMB Items Opening balance Increase Decrease Closing balance 1. Wage, bonus, 38,627,929.51 210,550,400.08 209,353,368.46 39,824,961.13 allowance and subsidies 2. Employee welfare 4,443,167.74 4,443,167.74 3. Social insurance 68,000.27 4,814,469.11 4,807,895.19 74,574.19 Including: 67,483.05 4,022,768.48 4,016,194.56 74,056.97 medical insurance Labor injury 515.52 413,360.43 413,360.43 515.52 insurance Breeding 1.70 378,340.20 378,340.20 1.70 insurance 4. Housing fund 97,082.00 5,270,629.41 5,268,391.41 99,320.00 5. Labor union budget 2,012,458.06 704,335.14 750,264.07 1,966,529.13 and staff education fund Total 40,805,469.84 225,783,001.48 224,623,086.87 41,965,384.45 (3) Defined contribution plan In RMB Items Opening balance Increase Decrease Closing balance 1. Basic pension 6,436.75 9,347,895.58 9,347,895.58 6,436.75 2. Unemployment 521.46 398,207.67 398,207.67 521.46 152 China Fangda Group Co., Ltd. 2016 Annual Report insurance Total 6,958.21 9,746,103.25 9,746,103.25 6,958.21 Others: 28. Taxes payable In RMB Items Closing balance Opening balance VAT 46,317,900.91 6,981,753.65 Enterprise income tax 130,608,894.15 16,555,365.28 Personal income tax 1,440,370.54 1,201,365.12 City maintenance and construction tax 4,160,327.99 2,824,794.21 Business tax 32,136,293.62 Land using tax 684,277.95 3,683,884.01 Property tax 2,140,282.85 2,083,844.87 Education surtax 1,963,232.23 1,315,453.14 Local education surtax 1,106,894.43 489,642.89 Deed tax 3,429,437.28 Others 384,956.07 261,036.91 Total 192,236,574.40 67,533,433.70 Others: Part of the Fangda Town phase I developed by Fangda Property has been delivered. The enterprise income tax needs to be settled and paid, increasing the closing balance. 29. Interest payable In RMB Items Closing balance Opening balance Long-term borrowing with interest installment and repayment of principal 1,753,879.87 510,166.05 upon maturity Short-term borrowing interests payable 881,099.60 2,578,576.91 Others 153,091.47 Total 2,634,979.47 3,241,834.43 Others: 153 China Fangda Group Co., Ltd. 2016 Annual Report 30. Dividend payable In RMB Items Closing balance Opening balance Dividend payable not paid for more than 1 year needs to be explained: 31. Other payables (1) Other payables presented by nature In RMB Items Closing balance Opening balance Performance and quality deposit 10,596,919.41 21,697,760.34 Deposit 8,104,969.14 9,027,418.36 Reserved expense 14,327,754.95 11,714,478.57 Fangda Town pledge 100,000.00 2,900,000.00 Lawsuit indemnity 0.00 23,456,765.40 Tax withheld 309,816,714.95 Others 23,236,440.96 13,880,924.14 Total 366,182,799.41 82,677,346.81 (2) Significant payables aging more than 1 year In RMB Items Closing balance Reason Other note 1. No significant payables aging more than 1 year at the end of the year 2. The tax withheld is the land VAT that needs to be settled and paid for the property delivered of the Fangda Town phase I developed by Fangda Property. 32. Other current liabilities In RMB Items Closing balance Opening balance Loan financing of precious metal 98,425,600.00 Substituted money on VAT 35,148,084.44 Total 35,148,084.44 98,425,600.00 Others: 154 China Fangda Group Co., Ltd. 2016 Annual Report 33. Long-term borrowings (1) Classification of long-term borrowings In RMB Items Closing balance Opening balance Loan by pledge 922,169,568.24 300,395,582.06 Total 922,169,568.24 300,395,582.06 Notes to classification of long-term borrowings: Note: The above-mentioned borrowing is the 100% stock pledging of Fangda Property Development held by the Company. Other note, including interest rate range: The interest rate of long-term borrowings ranges between 5.39% and 6.785%. 34. Anticipated liabilities In RMB Items Closing balance Opening balance Reason Others 3,156,625.24 1,921,446.51 Total 3,156,625.24 1,921,446.51 -- Note: including related significant assumptions and estimates for anticipated liabilities 35. Deferred earning In RMB Items Opening balance Increase Decrease Closing balance Reason Government subsidy 12,284,195.68 500,000.00 1,216,970.90 11,567,224.78 Assets-related Total 12,284,195.68 500,000.00 1,216,970.90 11,567,224.78 -- Items involving government subsidies: In RMB Amount Amount of new included in Other Related to Liabilities Opening balance Closing balance subsidy non-operating change assets/earning revenue Major investment project prize from Industry and Trade Development 1,852,381.10 57,142.80 1,795,238.30 Assets-related Division of Dongguan Finance Bureau 155 China Fangda Group Co., Ltd. 2016 Annual Report Massive production project of air-breathing 7,765,817.51 123,987.24 7,641,830.27 Assets-related double-layer hollow glass energy-saving curtain call Railway transport screen door controlling system 211,523.73 43,229.28 168,294.45 Assets-related and information transmission technology LED production expansion technology renovation 1,874,331.67 381,219.96 1,493,111.71 Assets-related project Subsidy for purchase of scientific achievements or 80,141.67 80,141.67 Assets-related technologically innovative services Nanshan District 500,000.00 500,000.00 Assets-related mic-business loan discount Distributed PV power generation project subsidy sponsored by Dongguan 500,000.00 31,249.95 468,750.05 Assets-related Reform and Development Commission Total 12,284,195.68 500,000.00 1,216,970.90 11,567,224.78 -- Others: (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 subsided 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. (4) The subsidy for purchase of scientific achievements or technologically innovative services is the subsidy fund obtained by subsidiary Fangda SOZN according to Notice on Applying for 2015 Foshan Technology Development Fund and Parent Fund (Zhongshan Ke Fa (2015) No.104), Notice on Zhongshan Technology Development Fund Regulations (Zhong Ke Fa (2015) No.95) and Notice on Zhongshan Patent Fund Use Regulations (Zhong Ke Fa (2015) No.96). (5) The Nanshan District mic-business loan discount is provided to promote micro-businesses in Nanshan District and meet financial 156 China Fangda Group Co., Ltd. 2016 Annual Report demands of micro-businesses. 36. Capital share In RMB Change (+,-) Opening Closing Issued new Transferred balance Bonus shares Others Subtotal balance shares from reserves Total of capital 756,909,905.00 32,184,931.00 32,184,931.00 789,094,836.00 shares Others: (1) By 31.12.16, the Company has 972,042 restricted shares, all of which are held by senior management natural person. 2. The Company received the Reply to the Non-public Share Issuance of Fangda China Group Co., Ltd. (CSRC License [2016] No.825) to allow the Company to issue 32,184,931 shares. A total of RMB459,869,219.89 was raised, including an increased registered capital of RMB32,184,931.00 and remainder RMB427,684,488.89 transferred to capital reserve. The increase shares and capital reserve have been verified by Grant Thornton (limited liability partnership). 37. Capital reserve In RMB Items Opening balance Increase Decrease Closing balance Capital premium (share 38,238,222.48 427,684,583.13 465,922,805.61 capital premium) Other capital reserves 40,861,396.66 39,407,299.31 1,454,097.35 Total 79,099,619.14 427,684,583.13 39,407,299.31 467,376,902.96 Other note, including explanation about the reason of the change: 1. Other capital reserve decreased RMB39,407,299.31 this year. For details, see Note XV. 3. 2. The increase in the share capital premium is the premium in the non-public issued shares of RMB427,684,488.89 and the fractional historic dividend of RMB94.24 received from the Shenzhen branch of China Securities Depository and Clearing Company Limited. 38. Other miscellaneous income In RMB Amount occurred in the current period Opening Closing Items Amount Less: amount Less: After-tax After-tax balance balance before written into Income tax amount amount 157 China Fangda Group Co., Ltd. 2016 Annual Report income tax other gains expenses attributed to attributed to and transferred the parent minority into gain/loss shareholder in previous s terms 2. Other misc. incomes that will be 2,363,353.9 2,038,622.8 2,130,454 91,831.63 324,731.08 re-classified into gain and loss 7 9 .52 Effective part in the gain and 2,164,873.8 1,840,142.7 1,840,142 324,731.08 loss of arbitrage of cash flow 7 9 .79 Translation difference of 198,480.1 198,480.10 198,480.10 foreign exchange statement 0 Investment real estate measured at 91,831.63 91,831.63 fair value 2,363,353.9 2,038,622.8 2,130,454 Other miscellaneous income 91,831.63 324,731.08 7 9 .52 Other note, including the adjustment of the initial recognition amount of the effective part of the cash flow hedging profit and loss transferred to the hedged item: 39. Surplus reserves In RMB Items Opening balance Increase Decrease Closing balance Statutory surplus 51,123,554.51 37,716,235.99 88,839,790.50 reserves Total 51,123,554.51 37,716,235.99 88,839,790.50 Note, including explanation about the reason of the change: 40. Retained profit In RMB Items Current period Last period Adjustment on retained profit of previous period 432,271,424.56 349,987,825.69 Retained profit adjusted at beginning of year 432,271,424.56 349,987,825.69 Plus: Net profit attributable to owners of the 697,956,378.23 107,272,369.77 parent Less: Statutory surplus reserves 37,716,235.99 2,281,473.75 Common share dividend payable 75,690,990.50 22,707,297.15 Closing retained profit 1,016,820,576.30 432,271,424.56 Details of retained profit adjusted at beginning of the period 158 China Fangda Group Co., Ltd. 2016 Annual Report 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. 41. Operational revenue and costs In RMB Amount occurred in the current period Occurred in previous period Items Income Cost Income Cost Main business 4,125,885,820.70 2,535,301,290.92 2,492,635,367.98 2,135,389,422.03 Other businesses 77,980,353.02 59,869,192.43 57,832,126.80 36,134,778.32 Total 4,203,866,173.72 2,595,170,483.35 2,550,467,494.78 2,171,524,200.35 42. Taxes and surcharges In RMB Items Amount occurred in the current period Occurred in previous period City maintenance and construction tax 11,735,072.37 5,128,049.65 Education surtax 8,599,067.72 3,704,749.51 Property tax 3,408,074.24 1,024,088.16 Land using tax 1,188,786.11 125,624.48 Stamp tax 1,663,716.30 Business tax 6,231,233.83 23,143,208.47 Land VAT 347,775,304.93 Others 233,450.92 490,836.33 Total 380,834,706.42 33,616,556.60 Others: See VI. Tax for the calculation standard of business tax and surcharges. 43. Sales expense In RMB Items Amount occurred in the current period Occurred in previous period Labor costs 23,832,334.36 28,418,273.77 Freight and miscellaneous charges 7,560,644.12 6,900,391.34 159 China Fangda Group Co., Ltd. 2016 Annual Report Travel expense 5,091,669.45 5,536,009.56 Entertainment expense 2,037,341.10 2,068,156.06 Material consumption 403,618.10 1,693,577.61 Office costs 2,536,314.14 1,440,412.04 Rental 1,773,733.94 1,572,252.20 Advertisement and promotion fee 9,100,791.63 25,047,722.73 Sales agency fee 3,574,466.62 Others 3,362,132.68 2,588,155.87 Total 59,273,046.14 75,264,951.18 Others: The decrease from last year is mainly because that Fangda SOZN increased its advertisement and promotion expense to expand its business. 2. The sales agency fee is the commission paid to the agent company when Fangda Property starts sales of real estate projects. 44. Management expenses In RMB Items Amount occurred in the current period Occurred in previous period Labor costs 78,910,083.71 83,667,856.48 Depreciation and amortization 19,641,826.87 20,481,357.98 Agencies 2,719,764.57 2,656,463.76 Tax 3,426,306.86 6,751,421.27 Maintenance costs 7,328,236.95 3,412,131.84 Water and electricity 892,352.37 1,184,279.09 Office expense 3,606,589.30 3,571,187.92 Travel expense 4,034,018.87 4,045,460.27 R&D 22,757,378.01 15,984,404.14 Entertainment expense 2,748,111.05 2,645,057.19 Rental 4,147,170.84 4,785,932.74 Lawsuit 2,260,015.75 649,572.33 Material consumption 457,209.56 778,422.18 Property management fee 2,834,001.28 2,516,885.44 Waste loss 5,996,649.87 4,691,551.61 Others 10,162,375.53 9,583,792.01 160 China Fangda Group Co., Ltd. 2016 Annual Report Total 171,922,091.39 167,405,776.25 Others: The waste loss is the loss of waste of poor-quality products of Fangda SOZN. 45. Financial expenses In RMB Items Amount occurred in the current period Occurred in previous period Interest expense 82,558,159.00 80,931,355.63 Less: interest capitalization 45,862,952.52 28,904,802.93 Less: Interest income 6,701,201.41 3,457,387.56 Acceptant discount 3,504.16 65,135.33 Exchange gain/loss -3,282,947.53 -1,714,534.78 Commission charges and others 1,540,835.73 3,752,724.36 Total 28,255,397.43 50,672,490.05 Others: 46. Assets impairment loss In RMB Items Amount occurred in the current period Occurred in previous period 1. Bad debt loss 117,097,192.87 34,581,867.08 2. Inventory depreciation loss 29,306,243.12 8,985,113.10 7. Fixed assets impairment loss 26,409,144.27 12. Intangible assets impairment loss 5,268,680.03 13. Goodwill impairment loss 19,826,696.97 6,452,698.92 Total 197,907,957.26 50,019,679.10 Others: 1. The increase in inventory depreciation loss is attributable to the impairment loss made due to that products of Fangda SOZN are no longer produced. 2. Fix assets and intangible assets impairment loss is the evaluation impairment loss due to the liquidation of Shenyang Fangda. 47. 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 161 China Fangda Group Co., Ltd. 2016 Annual Report Financial assets measured at fair value with variations accounted into current -1,099,400.09 3,952,285.09 income account Investment real estate measured at fair 17,550,094.59 85,793,780.49 value Effective part in the gain and loss of 412,128.63 arbitrage of cash flow Total 16,862,823.13 89,746,065.58 Others: 48. Investment income In RMB Items Amount occurred in the current period Occurred in previous period Gains from long-term equity investment -1,384,650.25 -358,979.50 measured by equity Investment gain obtained from disposal of financial assets measured at fair value with 3,057,110.93 389,031.83 variations accounted into current income account Gain from re-measurement of remaining shares at fair value after loss of the control 58,154,670.60 power Investment gain of financial products 1,401,717.08 Other investment gains 250,897.54 Total 61,228,848.36 280,949.87 Others: 49. 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 110,009.46 51,130.66 110,009.46 non-current assets Including: Gains from disposal 63,855.61 51,130.66 63,855.61 of fixed assets Government subsidy 7,571,963.67 2,246,386.84 7,571,963.67 Penalty income 239,809.06 1,339,217.86 239,809.06 162 China Fangda Group Co., Ltd. 2016 Annual Report Payable account not able to be 534,238.75 2,269,833.14 534,238.75 paid Compensation received 51,499.74 VAT rebated into revenue 2,852,268.61 2,086,502.67 Others 7,019,210.97 21,623,539.34 7,019,210.97 Total 18,327,500.52 29,668,110.25 15,475,231.91 Government subsidies accounted into current profit or loss: In RMB Whether Amount Whether it is Occurred in Related to affecting gain occurred in Item Issuer Reason Nature a special previous assets/earnin and loss in the current subsidy period g this year period Railway transport Subsidy for screen door Shenzhen research controlling Technology development, Assets-relate Subsidy No No 43,229.28 40,770.60 system and Innovation technology d information Committee upgrade and transmission improvement technology Major investment project prize from Industry Gongguan Local subsidy and Trade Trade and for Assets-relate Subsidy No No 57,142.80 57,142.80 Development Industry encouraging d Division of Bureau investment Dongguan Finance Bureau Massive production Subsidy for project of Guangdong research air-breathing Development development, Assets-relate Subsidy No No 123,987.24 122,256.30 double-layer and Reform technology d hollow glass Commission upgrade and energy-savin improvement g curtain call LED Zhongshan Subsidy for Assets-relate production Reform and Subsidy research No No 381,219.96 31,768.33 d expansion Development development, 163 China Fangda Group Co., Ltd. 2016 Annual Report technology Bureau technology renovation upgrade and project improvement Subsidy for purchase of Subsidy for scientific Zhongshan research achievements Reform and development, Assets-relate Subsidy No No 80,141.67 1,358.33 or Development technology d technological Bureau upgrade and ly innovative improvement services Subsidy for Distributed engaging in PV power industries generation that the project Guangdong government subsidy Development Assets-relate Subsidy encourages No No 31,249.95 sponsored by and Reform d and support Dongguan Commission (received in Reform and accordance Development with national Commission policies) Nanchang hi-tech Nanchang finance Hi-tech bureau Industry Park industry Earning-relat management Subsidy No No 296,200.00 162,900.00 development ed committee, zone Finance committee Bureau exhibition subsidy Zhongshan Finance Zhongshan Earning-relat Bureau Dubai Finance Subsidy No No 403,590.48 ed exhibition Bureau subsidy Shenzhen Shenzhen Market and Market and Quality Quality Earning-relat Award No No 1,000,000.00 Supervisory Supervisory ed Committee, Administratio Nanshan n, Nanshan 164 China Fangda Group Co., Ltd. 2016 Annual Report Market Market and Supervisory Quality Management Supervisory Bureau, 2014 Administratio Nanshan n People’s Government high quality award Xinjin Xinjin Technology Economic Earning-relat Commission and Subsidy No No 150,000.00 173,200.00 ed 2015 plant Technology lease subsidy Committee Dongguan Economic and Gongguan Information Economy and Earning-relat Bureau Subsidy No No 100,000.00 Information ed enterprise Bureau development training subsidy Micro-busine Earning-relat ss load 0 Subsidy No No 295,667.00 100,000.00 ed discount Shenzhen key industry Shenzhen enterprise Earning-relat Financial Award No No 2,863,000.00 production ed Committee expansion prize Shenzhen Nanshan Nanshan District District Earning-relat Subsidy No No 500,000.00 mic-business Economic ed loan discount Promotion Bureau Zhongshan Subsidy for Zhongshan market engaging in Earning-relat Business Award No No 440,458.47 promotion industries ed Bureau subsidy that the 165 China Fangda Group Co., Ltd. 2016 Annual Report government encourages and support (received in accordance with national policies) Small-to-med ium Shenzhen enterprise IT Earning-relat SME Service Subsidy No No 470,000.00 construction ed Center project subsidy Subsidy for engaging in Zhongshan industries Economic that the Zhongshan and government Economy and Earning-relat Information Subsidy encourages No 200,000.00 Information ed Bureau, and support Bureau high-growth (received in SME project accordance with national policies) Shenzhen Scientific and Technology Subsidy for Shenzhen Innovation research Science and Commission development, Earning-relat Technology Award No No 200,000.00 2015 technology ed Innovation Shenzhen upgrade and Committee Scientific and improvement Technology Prize Shenzhen IT Shenzhen application Economic and Earning-relat Trade and Award No No 200,000.00 industrializati ed Information on integration Commission subsidy Employment Earning-relat Subsidy No No 391,385.44 subsidy ed 166 China Fangda Group Co., Ltd. 2016 Annual Report Zhongshan Scientific and Zhongshan Technology Scientific and Earning-relat Bureau, Subsidy No No 100,000.00 Technology ed research and Bureau development subsidy Hi-tech Shenzhen Subsidy for technology Nanshan research enterprise District development, Earning-relat income Subsidy No No 100,000.00 Scientific and technology ed doubling Technology upgrade and program Bureau improvement subsidy Government Earning-relat exhibition No No 289,100.00 ed subsidy Earning-relat Others No No 359,181.86 53,400.00 ed Total 7,571,963.67 2,246,386.84 Others: 50. 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 2,565,237.38 574,079.38 2,565,237.38 non-current assets Including: Losses from disposal 2,565,237.38 572,147.30 2,565,237.38 of fixed assets Intangible asset disposal 1,932.08 loss Loss from debt reorganization 2,445,254.63 2,445,254.63 Donation 1,459,000.00 103,000.00 1,459,000.00 Penalty and overdue fine 202,334.32 745,502.42 202,334.32 Lawsuit indemnity 16,072,719.43 Others 274,078.98 738,438.84 274,078.98 Total 6,945,905.31 18,233,740.07 6,945,905.31 Others: 167 China Fangda Group Co., Ltd. 2016 Annual Report The increase in the loss from debt reorganization is mainly attributable to the net loss of RMB1,822,317.29 of the deduction of the accounts payable with property sales payment. 51. Income tax expenses (1) Details about income tax expense In RMB Items Amount occurred in the current period Occurred in previous period Income tax expenses in this period 187,970,348.62 25,259,694.31 Deferred income tax expenses 16,014,977.82 9,950,177.30 Total 203,985,326.44 35,209,871.61 (2) Adjustment process of accounting profit and income tax expense In RMB Items Amount occurred in the current period Total profit 859,975,758.43 Income tax expenses calculated based on the legal (or applicable) 214,993,939.61 tax rates Impacts of different tax rates applicable for some subsidiaries -18,070,752.58 Impacts of income tax before adjustment 417,654.42 Impact of non-taxable income -749,987.54 Impacts of non-deductible cost, expense and loss 2,510,130.95 Deductible temporary difference and deductible loss of 15,479,558.79 unrecognized deferred income tax assets Profit and loss of associates and joint ventures calculated using 346,162.56 the equity method Taxation impact of R&D expense and (presented with ―-‖) -1,686,784.85 Impact of tax rate change on the opening balance of deferred 95,940.83 income tax Others -9,350,535.75 Income tax expenses 203,985,326.44 Other note Others are mainly the impact on the gain of RMB-14,166,600.62 caused by the re-measurement of remaining shares at fair value and the goodwill impairment loss provision of RMB4,956,674.24 after the Company lost control power on Shenyang Fangda. 168 China Fangda Group Co., Ltd. 2016 Annual Report 52. Other miscellaneous income See Note 38 53. Notes to the cash flow statement (1) Other cash inflow related to operation In RMB Items Amount occurred in the current period Occurred in previous period Interest income 6,701,201.41 3,457,387.56 Subsidy income 8,024,105.44 4,424,840.91 Retrieving of deposits for exchange bills 89,667,363.82 21,616,730.24 Retrieving of bidding deposits 26,828,027.88 32,627,388.88 Other operating accounts 17,530,047.54 18,283,799.79 Total 148,750,746.09 80,410,147.38 Notes to other cash inflow related to operation: (2) Other cash paid related to operation In RMB Items Amount occurred in the current period Occurred in previous period Sales expense 13,114,184.67 45,847,988.68 Administrative expense 30,155,561.02 47,475,924.55 Bidding deposit paid 95,015,574.87 20,962,337.79 Net draft deposit net paid 6,738,582.00 Other trades 22,802,418.76 43,684,340.50 Total 167,826,321.32 157,970,591.52 Notes to other cash paid related to operation: (3) 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 2,650,000.00 263,000.00 construction projects Net cash from disposal of subsidiaries 16,097.15 Total 2,666,097.15 263,000.00 Notes to other cash paid related to investment activities: 169 China Fangda Group Co., Ltd. 2016 Annual Report (4) Other cash received related to financing In RMB Items Amount occurred in the current period Occurred in previous period Fractional historical dividend 94.24 398.76 Financing deposit 53,500,000.00 Total 53,500,094.24 398.76 Notes to other cash received related to financing: (5) Other cash paid related to financing In RMB Items Amount occurred in the current period Occurred in previous period Financing commissioning and 1,307,919.173 1,063,032.79 intermediary cost Financing deposit 53,500,000.00 Total 1,307,919.17 54,563,032.79 Notes to other cash paid related to financing: 54. 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 655,990,431.99 68,215,355.27 Plus: Asset impairment provision 197,907,957.26 50,019,679.10 Fixed asset depreciation, gas and petrol 28,600,241.74 29,667,469.67 depreciation, production goods depreciation Amortization of intangible assets 3,723,769.63 4,231,668.67 Amortization of long-term amortizable 4,573,606.05 2,112,083.23 expenses Loss from disposal of fixed assets, intangible assets, and other long-term assets (―-― for 4,843,433.36 467,841.04 gains) Loss from fixed asset discard (―-― for gains) 98,653.04 55,107.68 Loss from fair value fluctuation (―-― for -10,401,660.45 -89,746,065.58 170 China Fangda Group Co., Ltd. 2016 Annual Report gains) Financial expenses (―-― for gains) 32,931,793.50 53,913,128.67 Investment losses (―-― for gains) -61,228,848.36 -280,949.87 Decrease of deferred income tax asset -110,869,888.04 -13,310,154.14 (―-― for increase) Increase of deferred income tax asset (―-― for 126,887,503.93 23,260,331.44 increase) Decrease of inventory (―-― for increase) -627,473,046.34 -344,116,557.17 Decrease of operational receivable items -879,090,079.01 -382,966,262.27 (―-― for increase) Increase of operational receivable items 1,159,551,630.20 296,786,891.68 (―-― for decrease) Others -60,328,423.58 -58,424,681.46 Cash flow generated by business operations, 465,717,074.92 -360,115,114.04 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 935,824,575.40 247,739,243.78 Less: Initial balance of cash 247,739,243.78 102,638,232.19 Net increase in cash and cash equivalents 688,085,331.62 145,101,011.59 (2) Net cash from disposal of subsidiaries received in this period In RMB Amount Including: -- Shenyang Fangda Shenzhen Woke Less: cash and cash equivalent held by subsidiaries on the date of 16,097.15 losing control power Including: -- Shenyang Fangda 219.49 Shenzhen Woke 15,877.66 Including: -- Shenyang Fangda Shenzhen Woke 171 China Fangda Group Co., Ltd. 2016 Annual Report Net cash received from disposal of subsidiaries -16,097.15 Others: Subsidiary Shenyang Fangda and Shenzhen Woke have been transferred to the liquidation group specified by court in the report period. The Company no longer has control power. (3) Composition of cash and cash equivalents In RMB Items Closing balance Opening balance I. Cash 935,824,575.40 247,739,243.78 Including: Cash in stock 11,625.54 28,072.46 Bank savings can be used at any time 931,980,821.51 242,777,612.25 Other monetary capital can be used at 3,832,128.35 4,933,559.07 any time 3. Balance of cash and cash equivalents at 935,824,575.40 247,739,243.78 end of term Others: 55. Ownership- or use-right-restricted assets In RMB Items Closing book value Reason Monetary capital 159,405,262.50 Frozen deposit and pledge Fixed assets 74,379,007.79 Borrowing pledge or frozen by a court Investment real estate 296,740,660.63 Loan by pledge 100% stake in Fangda Property 200,000,000.00 Loan by pledge Development held by the Company Total 730,524,930.92 -- Others: 56. Foreign currency monetary items (1) Foreign currency monetary items In RMB Closing foreign currency Items Exchange rate Closing RMB balance balance Including: USD 386,078.18 6.9370 2,678,224.34 HK Dollar 40,856,763.11 0.8945 36,546,783.17 172 China Fangda Group Co., Ltd. 2016 Annual Report SGD 721,607.38 4.7995 3,463,354.62 Including: USD 8,191,725.01 6.9370 56,825,996.39 Euro 2,512,322.27 HK Dollar -27,732,179.00 0.8945 -24,806,712.24 SGD 523,455.00 4.7995 Prepayment Including: USD 15,758.00 6.9370 109,313.25 HK Dollar 43,900.00 0.8945 39,268.99 Other receivables Including: USD 11,795.45 6.9370 81,825.04 HK Dollar 1,420.00 0.8945 1,270.20 Account payable Including: SGD 98,000.00 4.7995 470,351.00 Account receivable Including: HKD 13,933,824.38 0.8945 12,463,945.25 Other payables Including: HKD 100.00 0.8945 89.45 Others: (2) The note of overseas operating entities should include the main operation places, book keeping currencies and selection basis. Where the book keeping currency is changed, the reason should also be explained. □ Applicable √ Inapplicable 57. Hedging Hedging items and related tools, qualitative and quantitative information about hedging risks: Hedging type Hedged item Hedging instrument Hedged risk Cash flow hedging Aluminum plate futures transaction Aluminum futures contract Rise on raw material prices, causing purchase cost increase VIII. Change to Consolidation Scope 1. Disposal of subsidiaries Single disposal of a subsidiary that may lead to loss of control □ Yes √ No Disposal of a subsidiary in multiple steps that lead to loss of control in the report period 173 China Fangda Group Co., Ltd. 2016 Annual Report □ Yes √ No 2. Change to the consolidation scope for other reasons Change in the consolidation scope due to other reasons (such as new subsidiaries and liquidation of subsidiaries) and the situations: 1. Fangda Automation (Hong Kong) Co., Ltd. indirectly controlled by the Company was set up in the report period. The subsidiary of the Company Ganzhou Longneng New Energy Co., Ltd. controlled indirectly by the Company was liquidized in this period. In July 2016, the Company transfers Shengyang Fangda and Shenzhen Woke that it controlled directly or indirectly to the liquidation team specified by the People’s Court of Hunnan District of Shengyang Liaoning Tongwen Law Firm and no longer controls the two companies. Therefore, three subsidiaries are moved out of the consolidation scope in this period. IX. Equity in Other Entities 1. Interests in subsidiaries (1) Group Composition Registered Shareholding percentage Company Place of business Business Obtaining method address Direct Indirect Designing, manufacturing, Fangda Jianke Shenzhen Shenzhen 98.39% 1.61% Incorporation and installation of curtain walls Production, processing and Fangda Shenzhen Shenzhen installation of 14.00% 86.00% Incorporation Automatic subway screen doors Production and sales of new-type materials Fangda New Nanchang Nanchang composite 75.00% 25.00% Incorporation Material materials and production of curtain walls Design, production, sales Fangda Nanchang Nanchang and installation of 99.00% 1.00% Incorporation Aluminum aluminium materials, doors 174 China Fangda Group Co., Ltd. 2016 Annual Report and windows Manufacturing of semiconductor lighting material and chips; lighting source encapsulation; developing, Shenyang Fangda Shenyang Shenyang 64.58% Incorporation designing, manufacturing, engineering, installation and trading of semiconductor lighting system Computer Kexunda Shenzhen Shenzhen software 100.00% Incorporation development Real estate Fangda Property Shenzhen Shenzhen development and 100.00% Incorporation operation Design and Fangda New Shenzhen Shenzhen construction of 100.00% Incorporation Energy PV power plants Trusted processing of Chengdu Fangda Chengdu Chengdu 100.00% Incorporation building curtain wall materials Shihui International Virgin Islands Virgin Islands Investment 100.00% Incorporation Holding Co., Ltd. Installation and Dongguan New Dongguan Dongguan sales of building 100.00% Incorporation Material curtain walls Designing, Shenyang manufacturing, Shenyang Shenyang 100.00% Incorporation Decoration and installation of curtain walls Installation of Consolidation of Shenzhen Woke Shenzhen Shenzhen LED color curtain 64.58% entities not under wall, city and common control 175 China Fangda Group Co., Ltd. 2016 Annual Report road lamps Production and Consolidation of Fangda SOZN Zhongshan Zhongshan sales of light 60.00% entities not under products common control Fangda Property Property Shenzhen Shenzhen 100.00% Incorporation Management management Jiangxi Fangda Real estate Property Nanchang Nanchang development and 100.00% Incorporation Development Co., operation Ltd. Ganzhou Design and Longneng New Ganzhou Ganzhou construction of 100.00% Incorporation Energy Co., Ltd. PV power plants Pingxiang Fangda Design and Luxin New Pingxiang Pingxiang construction of 100.00% Incorporation Energy Co., Ltd. PV power plants Pingxiang Design and Xiangdong Pingxiang Pingxiang construction of 100.00% Incorporation Fangda New PV power plants Energy Co., Ltd. Nanchang Xinjian Design and Fangda New Nanchang Nanchang construction of 100.00% Incorporation Energy Co., Ltd. PV power plants Dongguan Design and Fangda New Dongguan Dongguan construction of 100.00% Incorporation Energy Co., Ltd. PV power plants Kechuangyuan Software Shenzhen Shenzhen 100.00% Incorporation Software development Fangda Automation Metro screen Hong Kong Hong Kong 100.00% Incorporation (Hong Kong) Co., door Ltd. Others: Ganzhou New Energy was liquidized in 2016. Shenyang Fangda and Shenzhen Woke were transferred to the liquidation team specified by the court for liquidation in 2016. The Company no longer has control power. Others: 176 China Fangda Group Co., Ltd. 2016 Annual Report 2. Interests in joint ventures or associates (1) Financial summary of insignificant joint ventures and associates In RMB Closing balance/amount occurred in this Opening balance/amount occurred in period previous period Joint venture: -- -- Total book value of investment 12,105,030.68 10,489,680.93 Total shareholding -- -- Net profit -1,384,650.25 -358,979.50 Total of misc. incomes -1,384,650.25 -358,979.50 Associate: -- -- Total shareholding -- -- Other note X. Risks of Financial Tools Major financial tools of the Group include monetary fund, accounts receivable, receivable bills, other receivables, other current assets, financial assets measured at fair value and whose change recorded in the profit and loss of this period, accounts payable, interest payable, payable bills, other payables, short-term borrowings, other current liabilities, non-current liabilities due within one year and long-term borrowings. 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 The target 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 credit risk, liquidity risk and market risk (including interest, exchange rate and product price/equity tool price risks). (1) 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 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 177 China Fangda Group Co., Ltd. 2016 Annual Report 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 23.59% of the total accounts receivable (2015: 12.92%); among other receivables, other receivables from top 5 customers account for 35.93% of the total other receivables (2015: 19.64%). (2) 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, 2016, the total credit line of the Group was RMB4,338,000,000, with RMB2,345,596,800 unused (December 31, 2015: RMB2,493,301,800). 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 59,100.00 59,100.00 Notes payable 55,730.13 55,730.13 Account payable 113,483.10 14,042.50 127,525.60 Interest payable 263.50 263.50 Other payables 5,636.61 30,981.67 36,618.28 Other current liabilities 3,514.81 3,514.81 Long-term loans 20,000.00 72,216.96 92,216.96 Total liabilities 237,728.15 65,024.17 72,216.96 374,969.28 Financial liabilities and excluded guarantees held by the Group by undiscounted residual contract cash flow (in RMB10,000) at the beginning of the period: 178 China Fangda Group Co., Ltd. 2016 Annual Report Opening amount Assets Less than 1 year Within 1-3 years Over 3 years Total Financial liabilities: Short-term loans 114,795.78 114,795.78 Notes payable 30,352.76 30,352.76 Account payable 86,262.17 500.67 86,762.84 Interest payable 324.18 324.18 Other payables 8,267.73 8,267.73 Non-current liabilities due in 1 9,842.56 9,842.56 year Long-term payable 30,039.56 30,039.56 Total liabilities 249,845.18 500.67 30,039.56 280,385.41 (3) 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 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, other current liabilities and long-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. All financial liabilities of the Group at the end of the period bear fixed interest rawtes. The Group pays close attention to the risks of changing interest rates. The Group adopts no hedging policies currently. The management is responsible for monitoring the interest risks. As fixed deposits are short-term borrowing, the interest rate risk of the fair value of bank deposit is minor. Because there was no floating interest borrowings in the period, the Group’s net profit and shareholders’ equity on December 31, 2016 remained unchanged (December 31, 2015: RMB25, 000.00). 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 Note V. 51 Foreign Currency Item Note for the Group’s financial assets and liabilities priced in foreign currencies. Other price risks Other price risks refer to risks of fluctuations caused by changes to market prices, regardless of whether the changes are caused by 179 China Fangda Group Co., Ltd. 2016 Annual Report factors related to a single financial tool or issuer, or factors related to all similar financial tools traded in the market. Other price risks come from changes in product prices or equity tool prices. Investment in financial assets held by the Group, classified as measured at fair value and whose changes recorded into the gain and loss in this period is measured at its fair value on the balance sheet date. Therefore, the Group bears risks of changes in the securities market. The Group closely follows impacts of price changes to the Company’s securities investment price risks. The Group takes no measure to prevent other price risks currently.The management is responsible for monitoring the other price risks. 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 31.12.16, the Group’s assets/liability ratio is 66.08% (31.12.15: 70.12%). XI. 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 3. Derivative financial 2,232,200.00 2,232,200.00 assets 2. Leased building 303,090,562.62 303,090,562.62 2. Discontinuous fair -- -- -- -- value measurement 2. Recognition basis of market value of continuous and discontinuous items measured at first level fair value The Group determines the fair value using quotation in an active market for financial instruments traded in an active market; 180 China Fangda Group Co., Ltd. 2016 Annual Report 3. Valuation technique and qualitative and quantitative information for key parameters of continuous and discontinuous second level fair value items 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. Switch between different levels, switch reason and switching time policy 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. Fair value of financial assets and liabilities not measured at fair value Financial assets and liabilities measured at amortized cost include: monetary capital, bills receivable, accounts receivable, other receivables, short-term borrowings, notes payable, accounts payables, other payables, and long-term payables. The difference between book value and fair value of financial assets and liabilities not measured at fair value is small. 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 3,000.00 8.72% 8.72% Development Co., Ltd. Shenzhen Shilihe Shenzhen Industrial investment 1,978.0992 2.26% 2.26% Investment Co., Ltd. Shengjiu Investment Hong Kong Industrial investment HKD1.00 7.27% 7.27% Ltd. 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. 181 China Fangda Group Co., Ltd. 2016 Annual Report The final controller of the Company is Xiong Jianming. 2. Subsidiaries of the Company See Note IX. 1. 3. Joint ventures and associates Information about other joint ventures or associates with related transactions in this period or with balance generated by related transactions in previous period: Joint venture or associate Relationship with the Company Shenzhen Ganshang Joint Investment Co., Ltd. Associate Shenzhen Huihai Yirong Internet Service Co., Ltd. Associate Other note 4. Other associates Other related parties Relationship with the Company Directors, manager, CFO and secretary of the Board of Directors Key management 5. Related transactions (1) Related leasing The Company is the leasor: In RMB Name of the leasee Category of asset for lease Rental recognized in the period Rental recognized in the period Shenzhen Ganshang Joint Houses & buildings 121,988.10 125,213.36 Investment Co., Ltd. (2) Related guarantees The Company is the guarantor: In RMB Beneficiary party Amount guaranteed Start date Due date Completed or not Fangda Jianke 48,000.00 06.07.16 05.07.18 No Fangda Jianke 26,000.00 27.12.16 02.11.17 No Fangda Jianke 40,000.00 01.11.16 01.11.17 No Fangda Jianke 20,000.00 23.08.16 22.08.17 No Fangda Jianke 25,000.00 26.10.16 25.10.17 No 182 China Fangda Group Co., Ltd. 2016 Annual Report Fangda Jianke 20,000.00 17.10.16 17.10.17 No Fangda Jianke 10,000.00 17.11.16 17.11.17 No Fangda Automatic 21,600.00 06.07.16 05.07.18 No Fangda Automatic 10,000.00 12.12.16 12.12.17 No Fangda Automatic 10,000.00 27.12.16 02.11.17 No Fangda New Material 8,000.00 25.05.16 19.05.17 No Fangda New Material 5,200.00 09.12.16 09.12.17 No Fangda Property 130,000.00 03.02.15 02.02.23 No The Company is the guarantied party: In RMB Guarantor Amount guaranteed Start date Due date Completed or not Fangda Jianke, Fangda 20,000.00 12.12.16 12.12.17 No Automatic Fangda Jianke, Fangda 10,000.00 09.09.15 08.03.17 No New Energy Note to related guarantees (3) Remuneration of key management In RMB Items Amount occurred in the current period Occurred in previous period Directors, supervisors and senior 7,214,700.62 6,801,794.99 management 6. Receivable and payables due with related parties (1) Receivable items In RMB Closing balance Opening balance Project Affiliated party Remaining book Remaining book Bad debt provision Bad debt provision value value Other receivables Shenyang Fangda 6,942,771.58 Other receivables Shenzhen Woke 867,442.94 25,974.09 1,784,860.56 (2) Payable items In RMB 183 China Fangda Group Co., Ltd. 2016 Annual Report Project Affiliated party Closing balance of book value Opening balance of book value Other payables Shenyang Fangda 7,908.80 8,099,738.00 XIII. Contingent events 1. Major commitments Major commitments that exist on the balance sheet day The Company has no other commitments that should be disclosed by 31.12.16. 2. Contingencies (1) Significant contingencies on the balance sheet date (1) Contingent liabilities formed by material lawsuit or arbitration, and their influences on the financial position In June 2015, Fangda Jianke filed a lawsuit against Wang Weihong, requiring an indemnity of RMB23 million and defreezing of the amount RMB23 million by the bank. By the report date, the lawsuit remain pending. In 2013, Fangda Jianke filed a lawsuit to Shenyang Middle People’s Court again Shenyang Lidu Commerce Co., Ltd., requiring construction payment and loss of RMB9,375,483.47 and the interest. The second trial remains pending on the report date. (2) Pending major lawsuits On January 2, 2003, Guangzhou Middle Court issued a civil case conciliation statement (2002) 穗中法民三初字 No. 00596 to rule that the Guangzhou Yi An Square Real Estate Development Co., Ltd. to make the engineering payment of RMB5,621,329.63 to Fangda Jianke within 15 days of the effectiveness of the conciliation statement. By December 31, 2016, Fangda Jianke has recovered RMB1,950,000.00. On December 23, 2015, Zhongshan Guzhen People’s Court judged according to 中二法古民二初字第1040号 that Fangda SOZN make the payment of RMB10,331,348.20, interest and the lawsuit fee to Foshan Youfeng Trading Co., Ltd. within 15 days. By the report date, Fangda SOZN has not made the payment. On 29.04.16, Zhongshan Second People’s Court judged according to (2016)粤2072民初2165号 that Fangda SOZN make the payment of RMB9,627,359.16, interest and the lawsuit fee to Xiangneng Hualei Optoelectronic Co., Ltd. within 7 days. By the report date, Fangda SOZN has not made the payment. On 10.05.16, Zhongshan Second People’s Court judged according to (2016)粤2072民初3204号 that Fangda SOZN make the payment of RMB6,849,847.00, interest and the lawsuit fee to Huacan Optoelectronic (Suzhou) Co., Ltd. within 10 days. By the report date, Fangda SOZN has not made the payment. (3) Contingent liabilities formed by providing of guarantee to other companies’ debts and their influences on financial situation By December 31, 2016, the Group has provided loan guarantees for the following entities: Name of guaranteed Guarantee Amount (in Start date End date Notes 184 China Fangda Group Co., Ltd. 2016 Annual Report entity RMB10,000) The Company Guarantee 9,000.00 2016-12-12 2017-12-12 The Company Guarantee 10,000.00 2016-6-21 2017-3-8 Fangda Jianke Guarantee 1,000.00 2016-1-5 2017-1-5 Fangda Jianke Guarantee 7,000.00 2016-1-26 2017-1-26 Fangda Jianke Guarantee 10,000.00 2016-8-12 2017-8-11 Fangda Jianke Guarantee 10,000.00 2016-9-27 2017-9-27 Fangda Jianke Guarantee 10,000.00 2016-11-23 2017-11-23 Fangda Automatic Guarantee 1,000.00 2016-12-12 2017-12-12 Fangda Property Pledge 2,761.20 2015-2-12 2023-2-11 guarantee Fangda Property Pledge 7,009.77 2015-4-23 2023-2-11 guarantee Fangda Property Pledge 4,334.40 2015-6-8 2023-2-11 guarantee Fangda Property Pledge 426.63 2015-8-11 2023-2-11 guarantee Fangda Property Pledge 3,525.73 2015-9-11 2023-2-11 guarantee Fangda Property Pledge 518.82 2015-9-23 2023-2-11 guarantee Fangda Property Pledge 480.00 2015-10-14 2023-2-11 guarantee Fangda Property Pledge 3,433.95 2015-11-6 2023-2-11 guarantee Fangda Property Pledge 545.76 2015-11-20 2023-2-11 guarantee Fangda Property Pledge 2,388.91 2015-12-9 2023-2-11 guarantee Fangda Property Pledge 4,614.39 2015-12-28 2023-2-11 guarantee Fangda Property Pledge 4,241.27 2016-1-26 2023-2-11 guarantee Fangda Property Pledge 4,260.74 2016-1-29 2023-2-11 guarantee Fangda Property Pledge 343.47 2016-3-28 2023-2-11 guarantee Fangda Property Pledge 3,615.06 2016-4-27 2023-2-11 guarantee Fangda Property Pledge 1,157.69 2016-5-20 2023-2-11 guarantee 185 China Fangda Group Co., Ltd. 2016 Annual Report Fangda Property Pledge 414.66 2016-5-30 2023-2-11 guarantee Fangda Property Pledge 3,113.99 2016-6-13 2023-2-11 guarantee Fangda Property Pledge 1,465.99 2016-6-24 2023-2-11 guarantee Fangda Property Pledge 4,415.64 2016-7-26 2023-2-11 guarantee Fangda Property Pledge 4,813.23 2016-8-15 2023-2-11 guarantee Fangda Property Pledge 5,519.40 2016-9-7 2023-2-11 guarantee Fangda Property Pledge 15,048.01 2016-10-8 2023-2-11 guarantee Fangda Property Pledge 7,628.15 2016-11-7 2023-2-11 guarantee Fangda Property Pledge 6,140.11 2016-11-30 2023-2-11 guarantee Total 150,216.97 Note: Contingent liabilities caused by guarantees provided for other entities are all related guarantees between interested entities in the Group. (4) Providing guarantee for property purchasers The Group’s property business provides periodic mortgage guarantee for property purchasers. The term of the periodic guarantee lasts from the effectiveness of guarantee contracts to the completion of mortgage registration and transfer of housing ownership certificates to banks. By December 31, 2016, the Company has provided periodic guarantee of RMB1.183 billion. On 31.12.16, the Company has no other contingent events that should be disclosed. (2) Significant contingent events that do not need to be disclosed should be explained No such significant contingent event XIV. Post-balance-sheet events 1. Profit distribution In RMB Profit or dividend to be distributed 276,183,192.60 Profit or dividend approved to be distributed 276,183,192.60 186 China Fangda Group Co., Ltd. 2016 Annual Report XV. Other material events 1. Suspension of operations In RMB Suspended operation profit Income tax Items Income Expense Total profit Net profit attributable to the expenses owners of parent company Suspension of 50,388.69 34,513,024.96 -34,513,024.96 2,550.33 -34,465,186.60 -22,257,294.78 operations Other note (1) Shenyang Fangda and Shenzhen Woke have been suspended from operating since 2012 and is in the liquidation process. Fangda Aluminium has been suspended from operating since 2011 and is in the liquidation process. Ganzhou New Energy was liquidized in 2016. (2) The net profit from suspended business in 2016 includes: the net profit of RMB-34,466,097.73 of Shenyang Fangda and its subsidiaries, RMB14,534.16 of Ganzhou New Energy and RMB-13,623.03 of Fangda Aluminium. (3) The net profit from suspended business in 2015 includes: the net profit of RMB-7,502,520.05 of Shenyang Fangda and its subsidiaries, RMB-1,568,260.36 of Hong Kong Jiajun and RMB-108,654.19 of Fangda Aluminium. 2. Segment information (1) Recognition basis and accounting policy for segment report 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 187 China Fangda Group Co., Ltd. 2016 Annual Report reporting to the management. The policies and standards should be consistent with those used in preparing the financial statement. (2) Financial information In RMB Offset between Items Curtain wall Rail transport Real estate New energy Others Total segments 2,042,947,811. 1,784,378,167. 4,203,866,173. Turnover 327,766,817.78 29,742,249.70 34,208,627.97 -15,177,501.46 82 91 72 Including: external 2,036,752,585. 1,784,378,167. 4,203,866,173. 327,766,817.78 29,053,468.51 25,915,133.89 transaction 63 91 72 income Inter-segment transaction 6,195,226.19 688,781.19 8,293,494.08 15,177,501.46 income Including: 2,000,620,305. 1,784,378,167. 4,125,885,820. major business 325,313,858.26 21,383,803.63 -5,810,314.61 51 91 70 turnover 1,731,942,410. 2,595,170,483. Operation cost 251,310,978.28 633,826,318.49 25,869,351.54 8,308,449.63 -56,087,025.56 97 35 Including: 1,691,628,223. 2,535,301,290. major business 250,837,190.64 633,826,318.49 15,021,172.92 -56,011,614.13 00 92 cost -396,897,357.7 Operation cost 233,517,979.22 29,586,524.19 410,884,219.81 94,053,338.24 388,956,823.41 760,101,527.15 2 Operating -348,047,299.3 77,487,421.63 46,869,315.31 739,667,629.61 -90,180,440.08 422,797,536.06 848,594,163.22 profit/(loss) 1 3,002,126,065. 3,144,358,898. 2,436,425,727. Total assets 515,423,385.38 498,647,807.35 2,809,930,605.65 6,787,051,278.08 55 45 00 2,059,052,084. 2,830,754,750. -1,643,762,707. 4,484,737,927. Total liabilities 232,468,677.46 562,181,193.80 444,043,929.53 13 19 20 91 188 China Fangda Group Co., Ltd. 2016 Annual Report (3) If the Company has not reported a segment or cannot disclose the total assets and liabilities of segments, the Company should explain reasons. (4) Others 3. Major transactions and events with impacts on investors’ decisions 3. Acquisition of Fangda SOZN, repurchasing of shares and debt payment (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. 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. 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. Fangda New Energy made the share transfer payment of RMB12 million as agreed and provided interest-free loans of RMB30 million to Fangda SOZN. Fangda SOZN did not fulfill 90% of the sales or net profit target in 2015. (2) Share repurchasing and debt payment agreement On 22.04.16, the Company, Fangda New Energy, Fangda SOZN, Shenzhen Jinma Yinke Electronics Co., Ltd., Luo Huichi and Jin Yaping (sponse of Luo Huichi) signed the Stock Repurchasing and Debt Pyament Agreement. According to the agreement, Shenzhen Jinma Yinke shall pay RMB12 million to repurchase the 60% stake in Fangda SOZN heldby Fangda New Energy and all parties are released from all rights and obligations under the Investment Agreement. All parties agree, if Fangda SOZN repays the debt of RMB23 million within the agreed period, the Company and Fangda New Energy shall give up all remaining debt on Fangda SOZN. The agreement was approved at the 20th meeting of the 7th Board of Directors held on April 22, 2016 and comes into effect after being approved at the 2015 General Shareholders’ Meeting. As Jinma Yingke failed to make the repurchase payment as agreed, Fangda New Energy filed proceedings to the Shenzhen Nanshan District People’s Court and applied for property preservation of RMB2 million on August 30, 2016 to require Jinma Yingke to make the share transfer payment of RMB12 million and make the penalty. On November 21, 2016, Fangda New Energy and Jinma Yingke reached the dispute settlement agreement and agreed to make the share repurchasing payments of RMB2 million before December 5, 2016, March 30, 2017, and June 30, 2017 and make the share repurchasing payment of RMB6 million before December 30, 2017. By the report date, only RMB500,000 was received. As Jinma Yingke failed to make the share repurchasing payments, the Company filed proceeding to Shenzhen Nanshan District People’s Court on September 1, 2016 to require Luo Huichi and Jin Yaping to assume joint liability and make the principal payment of RMB15,158,586.39 and interest. The trial is pending on the report date. Enforced liquidation of Shenyang Fangda Shenyang Fangda has been stopped operation since 2012. On March 4, 2016, the Company applied to the Shenyang Hunnan District People’s Court for enforced liquidation of Shenyang Fangda. The court accepted the plea on March 18, 2016 with the civil ruling paper (2016)辽0112民算00001号 and made the judgment (2016)辽0112民算00001号 on April 28, 2016 and specified Liaoning 189 China Fangda Group Co., Ltd. 2016 Annual Report Tongwen Law Firm as the liquidation team to liquidize Shenyang Fangda. On July 8, 2016, Shenyang Fangda's shareholders transferred the corporate stamp, assets and account book to the liquidation team. Since the Company no longer has control on Shenyang Fangda and its subsidiary Shenzhen Woke and has no impact, the Company recognizes its shares as sellable financial assets. The Company recognizes June 30, 2016 as the date of losing control power. Based on the evaluation result of the Shen Peng Sheng Evaluation Report No.2017032 issued on June 30, 2016, the Company recognizes the fair value of the shares on the date of losing control power as RMB28,562,575.67. The sum of the fair value, excluding the difference of RMB18,747,371.29 between the share of net assets and total goodwill of Shenyang Fangda from the acquisition day, is included in the investment gain in the period of losing control power. In addition, other capital reserve change of RMB39,407,299.31 related to the equity investment in Shenyang Fangda is transferred to current gain and loss of the period of losing control power. XVI. Notes to Financial Statements of the Parent 1. Account receivable (1) Account receivable disclosed by categories In RMB Closing balance Opening balance Remaining book Remaining book Bad debt provision Bad debt provision Type value Book value Book value Proportio Provision value Proportio Provision Amount Amount Amount Amount n rate n rate Recognition and 468,186. 14,045.5 454,140.8 356,660 providing of bad debt 100.00% 3.00% 100.00% 10,699.82 3.00% 345,960.74 44 9 5 .56 provisions on groups 468,186. 14,045.5 454,140.8 356,660 Total 100.00% 3.00% 100.00% 10,699.82 3.00% 345,960.74 44 9 5 .56 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 Account receivable Bad debt provision Provision rate Sub-item of within 1 year Subtotal for less than 1 year 468,186.44 14,045.59 3.00% Total 468,186.44 14,045.59 3.00% Group recognition basis: 190 China Fangda Group Co., Ltd. 2016 Annual Report Account receivable adopting the balance percentage method in the group □ Applicable √ Inapplicable Account receivable adopting other methods in the group: (2) Bad debt provision made, returned or recovered in the period A bad debt provision of RMB3,345.77 was made in the period. RMB0.00 was recovered or reversed. Including significant recovery or reversal: In RMB Entity Written-back or recovered amount Method (3) Balance of top 5 accounts receivable at the end of the period The total balance of top-five accounts receivable at the end of the period is RMB416,704.07, accounting for 89.00% of the total remaining balance of all accounts receivable. The bad debt provision made at the end of the period is RMB12,501.12. 2. Other receivables (1) Other receivables disclosed by categories In RMB Closing balance Opening balance Remaining book Remaining book Bad debt provision Bad debt provision Type value Book value Book value Proportio Provision value Proportio Provision Amount Amount Amount Amount n rate n rate Other receivables with major individual 77,261,4 77,261,4 57,108, 40,452,12 16,656,292. amount and bad debt 14.40% 100.00% 13.71% 70.83% 20.29 20.29 420.31 7.75 56 provision provided individually Recognition and 459,434, 79,545.2 459,354,9 359,478 543,116.2 358,935,05 providing of bad debt 85.60% 0.02% 86.29% 0.15% 528.66 4 83.42 ,173.41 1 7.20 provisions on groups 536,695, 77,340,9 459,354,9 416,586 40,995,24 375,591,34 Total 100.00% 14.41% 100.00% 9.84% 948.95 65.53 83.42 ,593.72 3.96 9.76 Other receivables with major individual amount and bad debt provision provided individually at the end of the period: √ Applicable □ Inapplicable In RMB Other receivables (by Closing balance 191 China Fangda Group Co., Ltd. 2016 Annual Report entity) Other receivables Bad debt provision Provision rate Reason Cannot be recovered Fangda SOZN 77,261,420.29 77,261,420.29 100.00% because of insolvency Total 77,261,420.29 77,261,420.29 -- -- 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 Bad debt provision Provision rate Sub-item of within 1 year Subtotal for less than 1 year 965,288.77 28,958.66 3.00% 2-3 years 789.35 236.81 30.00% Over 3 years 100,699.54 50,349.77 50.00% Total 1,066,777.66 79,545.24 7.46% Group recognition basis: 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 provision made, returned or recovered in the period A bad debt provision of RMB37,332,825.57 was made in the period. RMB0.00 was recovered or reversed. (3) Other receivable written off in the current period In RMB Items Amount Other receivable written off 987,104.00 (4) Other receivables are disclosed by nature In RMB By nature Closing balance of book value Opening balance of book value Associate accounts 535,629,171.29 415,397,754.23 Deposit 100,699.54 Other trades 1,066,777.66 1,088,139.95 Total 536,695,948.95 416,586,593.72 192 China Fangda Group Co., Ltd. 2016 Annual Report (5) Balance of top 5 other receivables at the end of the period In RMB Balance of bad debt Entity By nature Closing balance Age Percentage (%) provision at the end of the period Shenzhen Fangda Associate accounts 287,241,591.70 Less than 1 year 53.52% New Energy Co., Ltd. Shenzhen Fangda Property Associate accounts 133,298,822.09 Less than 1 year 24.84% Development Co., Ltd. Guangdong Fangda SOZN Lighting Co., Associate accounts 20,152,999.98 Less than 1 year 3.76% 20,152,999.98 Ltd. Guangdong Fangda SOZN Lighting Co., Associate accounts 57,096,878.05 1-2 years 10.64% 57,096,878.05 Ltd. Guangdong Fangda SOZN Lighting Co., Associate accounts 11,542.26 2-3 years 0.00% 11,542.26 Ltd. Shihui International Associate accounts 9,323.39 Less than 1 year 0.00% Holding Co., Ltd. Shihui International Associate accounts 30,430,197.80 1-2 years 5.67% Holding Co., Ltd. Shihui International Associate accounts 20,271.90 2-3 years 0.00% Holding Co., Ltd. Shenzhen Kexunda Associate accounts 4,866,985.88 Less than 1 year 0.91% Software Co., Ltd. Total -- 533,128,613.05 -- 99.34% 77,261,420.29 3. Long-term share equity investment In RMB Closing balance Opening balance Items Remaining book Impairment Remaining book Impairment Book value Book value value provision value provision Investment in 1,013,991,568.20 56,780,600.00 957,210,968.20 subsidiaries 905,139,494.35 19,800,000.00 885,339,494.35 Investment in 12,105,030.68 12,105,030.68 10,489,680.93 10,489,680.93 193 China Fangda Group Co., Ltd. 2016 Annual Report associates and joint ventures Total 917,244,525.03 19,800,000.00 897,444,525.03 1,024,481,249.13 56,780,600.00 967,700,649.13 (1) Investment in subsidiaries In RMB Balance of Provision made in impairment Invested entity Opening balance Increase Decrease Closing balance this period provision at the end of the period Fangda Jianke 491,950,000.00 491,950,000.00 Fangda Aluminum 19,800,000.00 19,800,000.00 19,800,000.00 Fangda Automatic 18,831,241.35 18,831,241.35 Fangda New 74,496,600.00 74,496,600.00 Material Fangda Property 200,000,000.00 200,000,000.00 Shihui International 61,653.00 61,653.00 Holding Co., Ltd. Fangda New 100,000,000.00 100,000,000.00 Energy Shenyang Fangda 108,852,073.85 108,852,073.85 43,308,898.18 905,139,494.35 Total 1,013,991,568.20 43,308,898.18 19,800,000.00 (2) Investment in associates and joint ventures In RMB Change (+,-) Balance Investme of Other nt gain Cash impairme Decrease miscellan Invested Opening Increased and loss Other dividend Impairme Closing nt d eous entity balance investmen recognize equity or profit nt Others balance provision investmen income t d using change announce provision at the end t adjustmen the equity d of the t method period 1. Joint venture 2. Associate 194 China Fangda Group Co., Ltd. 2016 Annual Report Shenzhen Ganshang Joint 8,511,197 8,600,939 89,741.80 Investme .98 .78 nt Co., Ltd. Shenzhen Huihai Yirong 1,978,482 3,000,000 -1,474,39 3,504,090 Internet .95 .00 2.05 .90 Service Co., Ltd. 10,489,68 3,000,000 -1,384,65 12,105,03 Subtotal 0.93 .00 0.25 0.68 10,489,68 -1,384,65 -1,384,65 12,105,03 Total 0.93 0.25 0.25 0.68 4. Operational revenue and costs In RMB Amount occurred in the current period Occurred in previous period Items Income Cost Income Cost Other businesses 34,208,627.97 8,308,449.63 29,977,446.65 3,788,422.31 Total 34,208,627.97 8,308,449.63 29,977,446.65 3,788,422.31 Others: 5. Investment income In RMB Items Amount occurred in the current period Occurred in previous period Gains from long-term equity investment 430,000,000.00 measured by costs Gains from long-term equity investment -1,384,650.25 -358,979.50 measured by equity Investment gain obtained from disposal of 10,600.00 long-term equity investment Others 5,424.66 55,961.64 Total 428,620,774.41 -292,417.86 195 China Fangda Group Co., Ltd. 2016 Annual Report XVII. Supplementary Materials 1. Detailed accidental gain/loss √ Applicable □ Inapplicable In RMB Items Amount Notes Gain/loss of non-current assets -3,080,469.74 Subsidies accounted into the current income account (except the government subsidy closely related to the enterprise’s business 7,571,963.67 and based on unified national standard quota) Gain from entrusted investment or assets 1,401,717.08 management Gain/loss from debt reorganization -2,445,254.63 Gain/loss from change of fair value of transactional financial asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities 2,369,839.47 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 11,558,304.10 in follow-up measurement Other non-business income and expenditures 5,857,845.48 other than the above Other gain/loss items satisfying the 58,154,670.60 definition of non-recurring gain/loss account Less: Influenced amount of income tax 6,168,477.85 Influenced amount of minority 339,234.87 shareholders’ equity Total 74,880,903.31 -- 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 Items Amount Reason Others 58,154,670.60 The others are the gain of recalculation of 196 China Fangda Group Co., Ltd. 2016 Annual Report the residual shares at their fair value after the Company lost the control of its subsidiary Shengyang Fangda in the report period. 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 38.83% 0.91 0.91 shareholders of the Company Net profit attributable to the common owners of the PLC after 34.67% 0.810 0.810 deducting of non-recurring gains/losses 197 China Fangda Group Co., Ltd. 2016 Annual Report Chapter 12 Documents for Reference 1. The Annual Report 2016 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. 198