China Fangda Group Co., Ltd. 2019 Q1 Report China Fangda Group Co., Ltd. 2019 Q1 Report April 2019 1 China Fangda Group Co., Ltd. 2019 Q1 Report I Important Statement The members of the Board and the Company guarantee that the quarterly report is free from any false information, misleading statement or material omission and are jointly and severally liable for the information’s truthfulness, accuracy and integrity. All the Directors have attended the meeting of the board meeting at which this report was examined. Mr. Xiong Jianming, the Chairman of Board, Mr. Lin Kebin, the Chief Financial Officer, and Mr. Wu Bohua, the manager of accounting department declare: the Financial Report carried in this report is authentic and completed. 2 China Fangda Group Co., Ltd. 2019 Q1 Report II. General Information 1. Financial Highlight Whether the Company needs to make retroactive adjustment or restatement of financial data of previous years □ Yes √ No This report period Same period last year Year-on-year change (%) Turnover (yuan) 670,452,093.70 650,032,997.33 3.14% Net profit attributable to shareholders of 69,998,533.09 98,377,550.44 -28.85% the listed company (yuan) Net profit attributable to the shareholders of the listed company and after deducting 64,930,951.19 88,737,051.63 -26.83% of non-recurring gain/loss (RMB) Net cash flow generated by business -296,237,735.96 -40,623,633.07 -629.23% operation (RMB) Basic earnings per share (yuan/share) 0.06 0.08 -25.00% Diluted Earnings per share (yuan/share) 0.06 0.08 -25.00% Decreased by 1.62 Weighted average net income/asset ratio 1.37% 2.99% percentage points End of the report period End of last year Year-on-year change Total asset (RMB) 10,650,592,249.67 10,658,854,133.73 -0.08% Net profit attributable to the shareholders 4,964,651,509.23 5,195,187,621.88 -4.44% of the listed company (RMB) Note: The above-mentioned decrease in “net profit attributable to shareholders of the listed company” was mainly due to the fact that the Fangda Town project which had a higher gross profit during the reporting period and contributed more to the profit in the previous year, was nearing the end of the planned sales area resulting in a decrease in operating income and profit. The Company's curtain wall system and material industry, rail transportation equipment industry's operating income net profit have increased as follows: 1. The real estate industry realized operating income of RMB 163,434,900 in the first quarter of 2019, a decrease of 40.60% over the same period of the previous year; net profit of RMB 50,790,600 was reduced by RMB48,468,900 compared with the same period of the previous year with a decrease of 48.83%. 2. In the first quarter of 2019, the curtain wall system and materials industry realized operating income of RMB431,126,200, an increase of 40.56% over the same period of the previous year; the net profit was RMB14,207,100, an increase of 256.28% over the same period of last year; 3. In the first quarter of 2019, the rail transit equipment industry realized operating income of RMB68,360,100, an increase of 17.25% over the same period of the previous year; the net profit was RMB11,233,400, an increase of 39.19% over the same period of the previous year. 3 China Fangda Group Co., Ltd. 2019 Q1 Report Total stock equity on the trading day before disclosure: Total number of shares on the trading day before 1,123,384,189 disclosure (in share) Overall diluted earnings per share calculated 0.0623 using the latest number of shares (RMB/share) Accidental gain/loss item and amount √ Applicable □ Inapplicable In RMB Amount from beginning of Item the year to the end of the Notes report period Non-current asset disposal gain/loss (including the write-off part -18,130.72 for which assets impairment provision is made) Subsidies accounted into the current income account (except the government subsidy closely related to the enterprise’s business 2,764,802.92 and based on unified national standard quota) Capital using expense charged to non-financial enterprises and 63,333.33 accounted into the current income account Gain from entrusted investment or assets management 2,771,670.18 Other non-business income and expenditures other than the above 604,262.22 Less: Influenced amount of income tax 1,118,356.03 Total 5,067,581.90 -- Explanation statement should be made for accidental gain/loss items defined and accidental gain/loss items defined as regular gain/loss items according to the Explanation Announcement of Information Disclosure No. 1 - Non-recurring gain/loss mentioned. □ Applicable √ Inapplicable No circumstance that should be defined as recurrent profit and loss according to Explanation Announcement of Information Disclosure No. 1 - Non-recurring gain/loss occurs in the report period. 2. Total number of shareholders and shareholding of top 10 shareholders by the end of the report period 1. Ordinary shareholders, preference shareholders with resumed voting rights and top 10 shareholders In share Number of shareholders of preferred Number of shareholders of common stocks of which voting rights 75,069 0 shares at the end of the report period recovered in the report period (if any) Top 10 Shareholders 4 China Fangda Group Co., Ltd. 2019 Q1 Report Nature of Shareholding Conditional Pledging or freezing Shareholder Number of shares shareholder percentage shares Share status Amount Shenzhen Banglin Domestic Technologies non-state legal 10.08% 113,202,154 0 Pledged 32,860,000 Development person Co., Ltd. Shengjiu Foreign legal 8.36% 93,875,638 0 Investment Ltd. person Gong Qing Cheng Shi Li He Investment Domestic Management non-state legal 2.38% 26,791,488 0 Partnership person Enterprise (limited partner) Domestic natural Fang Wei 1.06% 11,933,370 0 person SUN HUNG KAI Foreign legal INVESTMENT 0.91% 10,175,518 0 person SERVICES LTD VANGUARD EMERGING Foreign legal MARKETS 0.71% 7,946,483 0 person STOCK INDEX FUND Shenwan Hongyuan Foreign legal 0.54% 6,108,732 0 Securities (Hong person Kong) Co., Ltd. VANGUARD TOTAL Foreign legal INTERNATION 0.54% 6,025,958 0 person AL STOCK INDEX FUND Domestic natural Qu Chunlin 0.36% 4,038,961 0 person First Shanghai Foreign legal Securities 0.36% 4,001,704 0 person Limited 5 China Fangda Group Co., Ltd. 2019 Q1 Report 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 113,202,154 113,202,154 Development Co., Ltd. shares Foreign shares Shengjiu Investment Ltd. 93,875,638 listed in domestic 93,875,638 exchanges Gong Qing Cheng Shi Li He RMB common Investment Management Partnership 26,791,488 26,791,488 shares Enterprise (limited partner) RMB common Fang Wei 11,933,370 11,933,370 shares Foreign shares SUN HUNG KAI INVESTMENT 10,175,518 listed in domestic 10,175,518 SERVICES LTD exchanges Foreign shares VANGUARD EMERGING 7,946,483 listed in domestic 7,946,483 MARKETS STOCK INDEX FUND exchanges Foreign shares Shenwan Hongyuan Securities 6,108,732 listed in domestic 6,108,732 (Hong Kong) Co., Ltd. exchanges VANGUARD TOTAL Foreign shares INTERNATIONAL STOCK INDEX 6,025,958 listed in domestic 6,025,958 FUND exchanges RMB common Qu Chunlin 4,038,961 4,038,961 shares Foreign shares First Shanghai Securities Limited 4,001,704 listed in domestic 4,001,704 exchanges 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 Gong Qing Cheng Shi Li He Investment Management Partnership relationship or "action in concert" Enterprise are related parties. The Company is not notified of other action-in-concert or related parties among the other holders of current shares. Top-10 common share shareholders None participating in margin trade (if any) 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 6 China Fangda Group Co., Ltd. 2019 Q1 Report □ 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. Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the report period □ Applicable √ Inapplicable 7 China Fangda Group Co., Ltd. 2019 Q1 Report III Significant Events 1. Major changes in accounting items and financial data in the report period and reasons √ Applicable □ Inapplicable Item March 31, 2019 December 31, Change Cause of change 2019 Other current assets 79,973,007.98 51,698,111.14 54.69% Mainly due to the increase in the input tax to be verified and to be deducted Short-term loans 700,000,000.00 208,000,000.00 236.54% Mainly due to increase in bank borrowings Prepayment received 174,471,020.46 278,577,848.54 -37.37% Mainly due to income recognized in this period Employees’ wage 20,937,500.20 44,513,062.17 -52.96% Annual bonus paid payable Non-current liabilities 450,000,000.00 200,000,000.00 125.00% Reclassified long-term loans due within 1 year due in 1 year Surplus reserves 54,042,195.07 120,475,221.40 -55.14% Mainly due to the repurchase of B shares in the current period Item Amount of the Last period Change Cause of change Current Term Taxes and surcharges 33,241,693.55 57,107,989.44 -41.79% Mainly due to the decrease in taxes on real estate sales business Administrative 48,521,803.12 37,182,042.44 30.50% Mainly due to the increase in operating income of expense the Company's curtain wall system and materials and subway screen door business, resulting in an increase in related expenses Income tax expenses 19,513,176.48 33,501,097.89 -41.75% Mainly due to the decrease in profits which is due to the decrease in income tax Cash flow generated -296,237,735.96 -40,623,633.07 -629.23% Mainly due to the decrease in collection of real by business operations, estate sales and the decrease in the receipt of net margins received Net cash flow 292,596,452.25 29,253,596.52 900.21% Mainly due to the increase in bank loans and the generated by financing payment of cash dividends in the current period. activities 2. Progress of key issues and its impacts and solutions √ Applicable □ Inapplicable (1) Property project development progress: 1. Shenzhen Fangda Town Project: In the first quarter of 2019, the Fangda Town project achieved a sales area of 2,540.9 square meters with a cumulative sales area of 84,951.4 square meters; the commercial investment signing rate was 91%; as of the end of the 8 China Fangda Group Co., Ltd. 2019 Q1 Report first quarter of 2019, the total rented area of building1# is 12,462.44 square meters and the occupancy rate is 17.18%. 2. Nanchang Fenghuangzhou Project: Construction started in May 2018. The project covers an area of about 17,000 square meters with a total construction area of about 93,000 square meters. The total construction area is 66,000 square meters covering commercial hotel and apartment buildings. The office building is an integrated commercial complex. As of the end of the first quarter of 2019, the two-story basement in the main project has been basically completed. The project plans to start pre-sale in the second half of 2019 and to complete the acceptance in the first half of 2020. At present, the project construction is progressing in accordance with the expected engineering nodes. 3. Shenzhen Fangda Bangshen Industrial Park Project: The project is located in Fuyong, Bao'an District, Shenzhen. It covers an area of 20,714.9 square meters and is currently an industrial plant. The project has begun to declare the project. As of the end of the first quarter of 2019 the project is still in the stage of approval. 4. Shenzhen Henggang Dakanghe renewal project: At the end of September 2018, Shenzhen Zhongrong Litai Investment Co., Ltd., a holding subsidiary of Fangda Real Estate Co., Ltd., a wholly-owned subsidiary of the Company, and Shenzhen Henggang Dakang Co., Ltd. and Shangzhong branch of the Shenzhen Henggang Dakang Co., Ltd. signed a letter of intent for the cooperation of the Dakanghe urban renewal project. The project is located in Dakang Village, Yuanshan Sub-district, Longgang District, Shenzhen, north to Yanhe Road, south to Shanzixia Road, west to Xiaokang Road, and east to Yuying Street. The area to be demolished is about 80,000 square meters. The project is mainly for residential functions and is subject to government approval. The project work is currently being actively promoted. (2) Progress in the implementation of share repurchase √ Applicable □ Inapplicable The Company held the 10th meeting of the 8th Board of Directors and the first extraordinary shareholders meeting of 2018 on September 10 2018 and September 27 2018 respectively and reviewed and approved the repurchase of some domestically listed foreign shares (B shares). From December 19 2018 to January 3 2019, the Company repurchased 32,097,497 B shares through centralized bidding. On January 11, 2019, the Company handled the cancellation procedures of the above repurchased shares at China Securities Depository and Clearing Co. Ltd. Shenzhen Branch. The number of shares repurchased and canceled in this repurchase accounted for 2.78% of the total share capital of the Company before the repurchase and cancellation and the highest repurchase price was HK$3.58 per share and the lowest price was HK$3.24 per share. The actual repayment of the repurchased shares was HK$113,012,632.21 (including transaction fees) and the repurchase has been completed. (3) Progress in the implementation of the reduction of shareholding shares by means of centralized bidding □ Applicable √ Inapplicable 3. Commitments that have not been fulfilled by actual controller, shareholders, related parties, acquirers of the Company □ Applicable √ Inapplicable There is no commitment that has not been fulfilled by actual controller, shareholders, related parties, acquirers of the Company 4. Forecast of operating performance between January and June in 2019 Warning and reasons of possible net loss or substantial change from the last period between the beginning of the year and the end of the next report period □ Applicable √ Inapplicable 9 China Fangda Group Co., Ltd. 2019 Q1 Report 5. Securities investment □ Applicable √ Inapplicable The Company made no investment in securities in the report period 6. Derivative investment √ Applicable □ Inapplicable In RMB10,000 Proporti on of closing investm Actual Derivati Impairm ent Initial Amount Closing gain/lo ve Related Amount ent amount Relation Initial Start End investm sold in investm ss in investm transacti Type in this provisio in the ship amount date date ent this ent the ent on period n (if closing amount period amount report operator any) net period assets in the report period Shangha i Non-affi Shanghai Decemb 2,535.7 July 13, 2,535.7 8,659.5 10,627. Futures liated No aluminu er 10, 567.74 2.14% 28.88 6 2018 6 2 53 Exchan party m 2019 ge 2,535.7 2,535.7 8,659.5 10,627. Total -- -- 567.74 2.14% 28.88 6 6 2 53 Capital source Self-owned fund Lawsuit (if any) None Disclosure date of derivative investment approval by the Board of October 31, 2017 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 aluminum futures exchanged at the domestic futures exchange to provide hedging for report period (including without aluminum as a raw material for the Company. The Company has set up and implemented the limitation market, liquidity, credit, Provincial Regulations on China Fangda Group Domestic Futures Hedging to prevent risks. operation and legal risks) 10 China Fangda Group Co., Ltd. 2019 Q1 Report 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 policies and rules related to the None derivative in the report period compared to last period Opinions of independent directors on the Company’s derivative investment None and risk controlling 7. Reception of investigations, communications, or interviews in the reporting period √ Applicable □ Inapplicable Time/date Way Visitor Disclosure of information Repurchase of B-shares, production and During the reporting period Telephone communication Individual operation conditions, future development 8. Incompliant external guarantee □ Applicable √ Inapplicable The Company made no incompliant external guarantee in the report period. 9. 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. 11 China Fangda Group Co., Ltd. 2019 Q1 Report IV Financial Statements 1. Financial statements 1. Consolidated Balance Sheet Prepared by: China Fangda Group Co., Ltd. March 31, 2019 In RMB Item March 31, 2019 December 31, 2018 Current asset: Monetary capital 1,339,642,022.35 1,389,062,083.76 Settlement provision Outgoing call loan Transactional financial assets Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Receivable note and accounts 2,060,730,171.91 2,060,214,724.69 receivable Including: receivable notes 104,429,526.36 140,139,692.84 Account receivable 1,956,300,645.55 1,920,075,031.85 Prepayment 43,610,238.60 46,454,844.74 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Other receivables 174,747,902.46 139,990,188.26 Including: interest receivable 63,333.33 Dividend receivable Repurchasing of financial assets Inventory 641,842,902.19 651,405,832.29 Contract assets Assets held for sales 12 China Fangda Group Co., Ltd. 2019 Q1 Report Non-current assets due in 1 year Other current assets 79,973,007.98 51,698,111.14 Total current assets 4,340,546,245.49 4,338,825,784.88 Non-current assets: Loan and advancement provided Debt investment Sellable financial assets 21,674,008.23 Other debt investment Investment held until mature Long-term receivable Long-term share equity investment 69,575,093.68 70,105,657.88 Investment in other equity tools 21,674,008.23 Other non-current financial assets Investment real estate 5,261,170,385.58 5,256,442,406.63 Fixed assets 436,213,822.62 455,274,241.83 Construction in process 62,043,689.87 58,269,452.72 Productive biological assets Gas & petrol Use right assets Intangible assets 79,763,381.64 80,313,240.67 R&D expense Goodwill Long-term amortizable expenses 2,589,588.63 2,114,331.46 Deferred income tax assets 352,819,194.26 356,474,925.76 Other non-current assets 24,196,839.67 19,360,083.67 Total of non-current assets 6,310,046,004.18 6,320,028,348.85 Total of assets 10,650,592,249.67 10,658,854,133.73 Current liabilities Short-term loans 700,000,000.00 208,000,000.00 Loans from Central Bank Call loan received Transactional financial liabilities Financial liabilities measured at fair value with variations accounted into current income account 13 China Fangda Group Co., Ltd. 2019 Q1 Report Derivative financial liabilities 596,100.00 1,625,725.00 Payable notes and accounts 1,373,704,342.44 1,547,495,316.83 Prepayment received 174,471,020.46 278,577,848.54 Selling of repurchased financial assets Deposit received and held for others Entrusted trading of securities Entrusted selling of securities Employees’ wage payable 20,937,500.20 44,513,062.17 Taxes payable 87,685,331.21 107,709,999.19 Other payables 810,800,621.62 813,118,699.84 Including: interest payable 2,381,447.47 2,098,971.44 Dividend payable Fees and commissions payable Reinsurance fee payable Contract liabilities Liabilities held for sales Non-current liabilities due in 1 year 450,000,000.00 200,000,000.00 Other current liabilities 10,362,063.92 9,328,682.25 Total current liabilities 3,628,556,979.85 3,210,369,333.82 Non-current liabilities: Insurance contract provision Long-term loans 993,978,153.39 1,193,978,153.39 Bond payable Including: preferred stock Perpetual bond Lease liabilities Long-term payable Long-term employees’ wage payable Anticipated liabilities 7,762,939.83 6,831,162.99 Deferred earning 10,274,011.31 10,401,161.30 Deferred income tax liabilities 1,045,368,656.06 1,042,086,700.35 Other non-current liabilities Total of non-current liabilities 2,057,383,760.59 2,253,297,178.03 Total liabilities 5,685,940,740.44 5,463,666,511.85 14 China Fangda Group Co., Ltd. 2019 Q1 Report Owner’s equity: Share capital 1,123,384,189.00 1,155,481,686.00 Other equity tools Including: preferred stock Perpetual bond Capital reserves 1,454,191.59 1,454,191.59 Less: Shares in stock 10,831,437.66 Other miscellaneous income 3,052,044.74 7,382,087.59 Special reserves Surplus reserves 54,042,195.07 120,475,221.40 Common risk provisions Retained profit 3,782,718,888.83 3,921,225,872.96 Total of owner’s equity belong to the 4,964,651,509.23 5,195,187,621.88 parent company Minor shareholders’ equity Total of owners’ equity 4,964,651,509.23 5,195,187,621.88 Total of liabilities and owner’s interest 10,650,592,249.67 10,658,854,133.73 Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Wu Bohua 2. Balance Sheet of the Parent Company In RMB Item March 31, 2019 December 31, 2018 Current asset: Monetary capital 486,430,783.14 410,118,157.55 Transactional financial assets Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Receivable note and accounts 200,000,000.00 200,471,039.12 receivable Including: receivable notes 200,000,000.00 200,000,000.00 Account receivable 471,039.12 Prepayment 4,382,073.52 6,733,047.16 15 China Fangda Group Co., Ltd. 2019 Q1 Report Other receivables 1,036,391,923.93 822,543,653.04 Including: interest receivable Dividend receivable 100,000,000.00 100,000,000.00 Inventory Contract assets Assets held for sales Non-current assets due in 1 year Other current assets 716,922.84 919,388.18 Total current assets 1,727,921,703.43 1,440,785,285.05 Non-current assets: Debt investment Sellable financial assets 21,674,008.23 Other debt investment Investment held until mature Long-term receivable Long-term share equity investment 983,339,494.35 983,339,494.35 Investment in other equity tools 21,674,008.23 Other non-current financial assets Investment real estate 309,189,866.37 309,189,866.37 Fixed assets 53,256,576.04 53,784,811.23 Construction in process Productive biological assets Gas & petrol Use right assets Intangible assets 2,044,566.88 2,112,301.97 R&D expense Goodwill Long-term amortizable expenses 847,499.66 917,499.68 Deferred income tax assets 36,267,056.09 34,555,598.81 Other non-current assets Total of non-current assets 1,406,619,067.62 1,405,573,580.64 Total of assets 3,134,540,771.05 2,846,358,865.69 Current liabilities Short-term loans 500,000,000.00 200,000,000.00 16 China Fangda Group Co., Ltd. 2019 Q1 Report Transactional financial liabilities Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Payable notes and accounts 606,941.85 676,941.85 Prepayment received 694,791.63 733,274.16 Contract liabilities Employees’ wage payable 992,194.04 2,145,763.39 Taxes payable 505,047.04 341,004.65 Other payables 507,603,551.39 300,006,406.51 Including: interest payable 981,915.27 740,208.33 Dividend payable Liabilities held for sales Non-current liabilities due in 1 year 200,000,000.00 Other current liabilities Total current liabilities 1,210,402,525.95 503,903,390.56 Non-current liabilities: Long-term loans 400,000,000.00 500,000,000.00 Bond payable Including: preferred stock Perpetual bond Lease liabilities Long-term payable Long-term employees’ wage payable Anticipated liabilities Deferred earning Deferred income tax liabilities 64,080,311.72 64,130,617.41 Other non-current liabilities Total of non-current liabilities 464,080,311.72 564,130,617.41 Total liabilities 1,674,482,837.67 1,068,034,007.97 Owner’s equity: Share capital 1,123,384,189.00 1,155,481,686.00 Other equity tools Including: preferred stock 17 China Fangda Group Co., Ltd. 2019 Q1 Report Perpetual bond Capital reserves 360,835.52 360,835.52 Less: Shares in stock 10,831,437.66 Other miscellaneous income 3,590,127.88 8,756,553.46 Special reserves Surplus reserves 54,042,195.07 120,475,221.40 Retained profit 278,680,585.91 504,081,999.00 Total of owners’ equity 1,460,057,933.38 1,778,324,857.72 Total of liabilities and owner’s interest 3,134,540,771.05 2,846,358,865.69 3. Consolidated Income Statement In RMB Item Amount occurred in the current period Occurred in previous period 1. Total revenue 670,452,093.70 650,032,997.33 Incl. Business income 670,452,093.70 650,032,997.33 Interest income Insurance fee earned Fee and commission received 2. Total business cost 586,532,424.53 528,787,371.03 Incl. Business cost 467,237,374.40 398,153,159.63 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 33,241,693.55 57,107,989.44 Sales expense 12,854,606.25 9,988,975.74 Administrative expense 48,521,803.12 37,182,042.44 R&D cost 4,150,525.60 3,638,625.75 Financial expenses 24,040,788.16 19,744,665.08 Including: interest cost 18,523,514.10 15,732,959.05 18 China Fangda Group Co., Ltd. 2019 Q1 Report Interest income 1,220,042.73 1,783,355.11 Asset impairment loss 2,971,912.96 Credit impairment loss -3,514,366.55 Add: other gains 2,764,802.92 2,330,454.12 Investment gains (“-” for loss) 2,241,105.98 6,728,202.21 Incl. Investment gains from affiliates -530,564.20 -1,547,820.36 and joint ventures Exchange gains ("-" for loss) Net open hedge gains (“-” for loss) Gains from change of fair value -58,700.00 (“-“ for loss) Investment gains ("-" for loss) -18,130.72 59,007.69 3. Operational profit ("-" for loss) 88,907,447.35 130,304,590.32 Plus: non-operational income 875,385.81 1,641,111.57 Less: non-operational expenditure 271,123.59 67,053.56 4. Gross profit ("-" for loss) 89,511,709.57 131,878,648.33 Less: Income tax expenses 19,513,176.48 33,501,097.89 5. Net profit ("-" for net loss) 69,998,533.09 98,377,550.44 (1) By operating consistency 1. Net profit from continuous operation ("-" 69,998,533.09 98,377,550.44 for net loss) 2. Net profit from discontinuous operation ("-" for net loss) (2) By ownership 1. Net profit attributable to the owners of 69,998,533.09 98,377,550.44 parent company 2. Minor shareholders’ equity 6. After-tax net amount of other misc. incomes 836,382.73 -6,598,862.36 After-tax net amount of other misc. incomes 836,382.73 -6,598,862.36 attributed to parent's owner (1) Other misc. incomes that cannot be re-classified into gain and loss 1. Re-measure the change in the defined benefit plan 2. Other comprehensive income that cannot be transferred to profit or loss under the 19 China Fangda Group Co., Ltd. 2019 Q1 Report equity method 3. Fair value change of investment in other equity tools 4. Fair value change of the company's credit risk 5. Others (2) Other misc. incomes that will be 836,382.73 -6,598,862.36 re-classified into gain and loss 1. Other comprehensive income that can be transferred to profit or loss under the equity method 2. Fair value change of other debt investment 3. Change in the fair value of financial asset for sale 4. Gains and losses from changes in fair value of available-for-sale financial assets 5. Held-to-mature investment reclassified as gain and loss in the financial assets for sales 6. Other credit investment credit impairment provisions 7. Cash flow hedge reserve 1,029,625.00 -6,514,470.00 8. Translation difference of foreign -193,242.27 -84,392.36 exchange statement 9. Others After-tax net of other misc. income attributed to minority shareholders 7. Total of misc. incomes 70,834,915.82 91,778,688.08 Total of misc. incomes attributable to the 70,834,915.82 91,778,688.08 owners of the parent company Total misc gains attributable to the minor shareholders 8. Earnings per share: (1) Basic earnings per share 0.06 0.08 (2) Diluted earnings per share 0.06 0.08 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. 20 China Fangda Group Co., Ltd. 2019 Q1 Report Legal representative: Xiong Jianming CFO: Lin Kebing Accounting Manager: Wu Bohua 4. Income Statement of the Parent Company In RMB Item Amount occurred in the current period Occurred in previous period 1. Turnover 9,808,576.55 7,377,165.13 Less: Operation cost 2,950,845.09 162,820.81 Taxes and surcharges 323,222.03 47,689.87 Sales expense Administrative expense 6,952,633.68 5,079,218.61 R&D cost Financial expenses 8,008,968.34 2,247,754.36 Including: interest cost 6,297,956.94 3,047,141.01 Interest income 241,185.83 797,849.60 Asset impairment loss -114.99 Credit impairment loss -4,480.08 Add: other gains 200,000.00 100,000.00 Investment gains (“-” for loss) 982,583.57 1,476,812.48 Incl. Investment gains from affiliates and joint ventures Net open hedge gains (“-” for loss) Gains from change of fair value (“-“ for loss) Investment gains ("-" for loss) 2. Operational profit (“-” for loss) -7,240,028.94 1,416,608.95 Plus: non-operational income 8,947.57 2,300.00 Less: non-operational expenditure 6,388.64 3. Gross profit (“-” for loss) -7,237,470.01 1,418,908.95 Less: Income tax expenses -1,789,154.52 415,478.32 4. Net profit (“-” for net loss) -5,448,315.49 1,003,430.63 (1) Net profit from continuous -5,448,315.49 1,003,430.63 operation ("-" for net loss) (2) Net profit from discontinuous operation ("-" for net loss) 21 China Fangda Group Co., Ltd. 2019 Q1 Report 5. After-tax net amount of other misc. incomes (1) Other misc. incomes that cannot be re-classified into gain and loss 1. Re-measure the change in the defined benefit plan 2. Other comprehensive income that cannot be transferred to profit or loss under the equity method 3. Fair value change of investment in other equity tools 4. Fair value change of the company's credit risk 5. Others (2) Other misc. incomes that will be re-classified into gain and loss 1. Other comprehensive income that can be transferred to profit or loss under the equity method 2. Fair value change of other debt investment 3. Change in the fair value of financial asset for sale 4. Gains and losses from changes in fair value of available-for-sale financial assets 5. Held-to-mature investment reclassified as gain and loss in the financial assets for sales 6. Other credit investment credit impairment provisions 7. Cash flow hedge reserve 8. Translation difference of foreign exchange statement 9. Others 6. Total of misc. incomes -5,448,315.49 1,003,430.63 7. Earnings per share: 22 China Fangda Group Co., Ltd. 2019 Q1 Report (1) Basic earnings per share (2) Diluted earnings per share 5. Consolidated Cash Flow Statement In RMB Item Amount occurred in the current period Occurred in previous period 1. Net cash flow from business operations: Cash received from sales of 598,615,290.91 663,119,560.92 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 Net cash received from trading securities Tax refunded 901,931.07 422,809.19 Other cash received from business 21,534,849.71 194,722,039.64 operation Sub-total of cash inflow from business 621,052,071.69 858,264,409.75 23 China Fangda Group Co., Ltd. 2019 Q1 Report operations Cash paid for purchasing products 557,177,871.33 559,325,123.89 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 Net increase in financial assets held for trading purposes Net increase in funds dismantled Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to and for the staff 92,365,794.06 79,300,919.33 Taxes paid 70,963,606.86 55,517,226.34 Other cash paid for business 196,782,535.40 204,744,773.26 activities Sub-total of cash outflow from 917,289,807.65 898,888,042.82 business operations Cash flow generated by business -296,237,735.96 -40,623,633.07 operations, net 2. Cash flow generated by investment: Cash received from investment 973,200,000.00 1,873,000,000.00 recovery Cash received as investment profit 2,771,670.18 8,015,145.87 Net cash retrieved from disposal of fixed assets, intangible assets, and 13,225,019.48 360.00 other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow generated 989,196,689.66 1,881,015,505.87 from investment Cash paid for construction of 49,192,556.62 21,487,326.27 fixed assets, intangible assets and other 24 China Fangda Group Co., Ltd. 2019 Q1 Report long-term assets Cash paid as investment 1,193,400,000.00 2,091,800,000.00 Net increase of loan against pledge Net cash paid for acquiring subsidiaries and other operational units Other cash paid for investment Subtotal of cash outflows 1,242,592,556.62 2,113,287,326.27 Cash flow generated by investment -253,395,866.96 -232,271,820.40 activities, net 3. Cash flow generated by financing activities: Cash received from investment Incl. Cash received from investment attracted by subsidiaries from minority shareholders Cash received from borrowed 600,000,000.00 148,000,000.00 loans Cash received from bond placing Other cash received from 39,406.61 financing activities Subtotal of cash inflow from financing 600,039,406.61 148,000,000.00 activities Cash paid to repay debts 58,000,000.00 100,000,000.00 Cash paid as dividend, profit, or 249,442,954.36 18,746,403.48 interests Incl. Dividend and profit paid by subsidiaries to minority shareholders Other cash paid for financing activities Subtotal of cash outflow from 307,442,954.36 118,746,403.48 financing activities Net cash flow generated by financing 292,596,452.25 29,253,596.52 activities 4. Influence of exchange rate changes -844,162.82 -1,891,037.80 on cash and cash equivalents 5. Net increase in cash and cash -257,881,313.49 -245,532,894.75 equivalents 25 China Fangda Group Co., Ltd. 2019 Q1 Report Plus: Balance of cash and cash 956,190,890.68 931,285,535.55 equivalents at the beginning of term 6. Balance of cash and cash equivalents 698,309,577.19 685,752,640.80 at the end of the period 6. Cash Flow Statement of the Parent Company In RMB Item Amount occurred in the current period Occurred in previous period 1. Net cash flow from business operations: Cash received from sales of 7,829,887.29 140,521,112.40 products and providing of services Tax refunded Other cash received from business 857,398,618.28 454,176,095.73 operation Sub-total of cash inflow from business 865,228,505.57 594,697,208.13 operations Cash paid for purchasing products 1,486,439.86 117,995.70 and services Cash paid to and for the staff 5,580,350.62 4,310,306.35 Taxes paid 802,896.19 1,200,412.23 Other cash paid for business 863,556,002.15 725,018,532.50 activities Sub-total of cash outflow from 871,425,688.82 730,647,246.78 business operations Cash flow generated by business -6,197,183.25 -135,950,038.65 operations, net 2. Cash flow generated by investment: Cash received from investment 518,000,000.00 942,880,000.00 recovery Cash received as investment profit 982,583.57 2,496,812.48 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash 26 China Fangda Group Co., Ltd. 2019 Q1 Report received Sub-total of cash inflow generated 518,982,583.57 945,376,812.48 from investment Cash paid for construction of fixed assets, intangible assets and other 18,000.00 415,830.00 long-term assets Cash paid as investment 518,000,000.00 1,040,870,000.00 Net cash paid for acquiring subsidiaries and other operational units Other cash paid for investment Subtotal of cash outflows 518,018,000.00 1,041,285,830.00 Cash flow generated by investment 964,583.57 -95,909,017.52 activities, net 3. Cash flow generated by financing activities: Cash received from investment Cash received from borrowed 400,000,000.00 140,000,000.00 loans Cash received from bond placing Other cash received from 39,406.61 financing activities Subtotal of cash inflow from financing 400,039,406.61 140,000,000.00 activities Cash paid to repay debts Cash paid as dividend, profit, or 230,221,221.83 2,060,208.34 interests Other cash paid for financing activities Subtotal of cash outflow from 230,221,221.83 2,060,208.34 financing activities Net cash flow generated by financing 169,818,184.78 137,939,791.66 activities 4. Influence of exchange rate changes 576.24 on cash and cash equivalents 5. Net increase in cash and cash 164,586,161.34 -93,919,264.51 equivalents Plus: Balance of cash and cash 281,594,621.80 310,049,329.68 equivalents at the beginning of term 27 China Fangda Group Co., Ltd. 2019 Q1 Report 6. Balance of cash and cash equivalents 446,180,783.14 216,130,065.17 at the end of the period II. Financial Statement Adjustment 1. The first implementation of the new financial instruments guidelines, new income standards, new lease standards, adjustments the first implementation of the financial statements at the beginning of the year √ Applicable □ Inapplicable Consolidated Balance Sheet In RMB Item December 31, 2018 January 1, 2019 Adjustment Current asset: Monetary capital 1,389,062,083.76 1,389,062,083.76 Receivable note and 2,060,214,724.69 2,072,905,381.88 12,690,657.19 accounts receivable Including: receivable 140,139,692.84 140,139,692.84 notes Account 1,920,075,031.85 1,932,765,689.04 12,690,657.19 receivable Prepayment 46,454,844.74 46,454,844.74 Other receivables 139,990,188.26 142,135,200.55 2,145,012.29 Inventory 651,405,832.29 651,405,832.29 Other current assets 51,698,111.14 51,698,111.14 Total current assets 4,338,825,784.88 4,353,661,454.36 14,835,669.48 Non-current assets: Sellable financial assets 21,674,008.23 Inapplicable -21,674,008.23 Long-term share equity 70,105,657.88 70,105,657.88 investment Investment in other Inapplicable 21,674,008.23 21,674,008.23 equity tools Investment real estate 5,256,442,406.63 5,256,442,406.63 Fixed assets 455,274,241.83 455,274,241.83 Construction in process 58,269,452.72 58,269,452.72 Intangible assets 80,313,240.67 80,313,240.67 Long-term amortizable 2,114,331.46 2,114,331.46 expenses Deferred income tax 356,474,925.76 353,169,011.31 -3,305,914.45 28 China Fangda Group Co., Ltd. 2019 Q1 Report assets Other non-current assets 19,360,083.67 19,360,083.67 Total of non-current assets 6,320,028,348.85 6,316,722,434.40 -3,305,914.45 Total of assets 10,658,854,133.73 10,670,383,888.76 11,529,755.03 Current liabilities Short-term loans 208,000,000.00 208,000,000.00 Derivative financial 1,625,725.00 1,625,725.00 liabilities Payable notes and 1,547,495,316.83 1,547,495,316.83 accounts Prepayment received 278,577,848.54 278,577,848.54 Employees’ wage 44,513,062.17 44,513,062.17 payable Taxes payable 107,709,999.19 107,709,999.19 Other payables 813,118,699.84 813,118,699.84 Including: interest 2,098,971.44 2,098,971.44 payable Non-current liabilities 200,000,000.00 200,000,000.00 due in 1 year Other current liabilities 9,328,682.25 9,328,682.25 Total current liabilities 3,210,369,333.82 3,210,369,333.82 Non-current liabilities: Long-term loans 1,193,978,153.39 1,193,978,153.39 Anticipated liabilities 6,831,162.99 6,831,162.99 Deferred earning 10,401,161.30 10,401,161.30 Deferred income tax 1,042,086,700.35 1,042,086,700.35 liabilities Total of non-current 2,253,297,178.03 2,253,297,178.03 liabilities Total liabilities 5,463,666,511.85 5,463,666,511.85 Owner’s equity: Share capital 1,155,481,686.00 1,155,481,686.00 Capital reserves 1,454,191.59 1,454,191.59 Less: Shares in stock 10,831,437.66 10,831,437.66 Other miscellaneous 7,382,087.59 2,215,662.01 -5,166,425.58 income 29 China Fangda Group Co., Ltd. 2019 Q1 Report Surplus reserves 120,475,221.40 121,000,081.43 524,860.03 Retained profit 3,921,225,872.96 3,937,397,193.54 16,171,320.58 Total of owner’s equity 5,195,187,621.88 5,206,717,376.91 11,529,755.03 belong to the parent company Total of owners’ equity 5,195,187,621.88 5,206,717,376.91 11,529,755.03 Total of liabilities and 10,658,854,133.73 10,670,383,888.76 11,529,755.03 owner’s interest About the adjustment In 2017, the Ministry of Finance revised and released the "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments", "Accounting Standards for Business Enterprises No. 23 - Transfer of Financial Assets", "Accounting Standards for Business Enterprises No. 24 - Hedge Accounting", "Accounting Standards for Business Enterprises No. 37 - Financial Instruments Presentation" (hereinafter collectively referred to as the "New Financial Instruments Standards") and requires enterprises listed in China to implement the above accounting standards from January 1, 2019. In accordance with the above requirements, the Company will implement the new financial instrument standard from January 1, 2019 and reclassify the original financial assets into transactional financial assets, derivative financial assets, other equity instrument investments and other non-current financial assets. Non-transaction equity instrument investment is designated as financial assets measured at fair value through other comprehensive income and is presented in “other equity instrument investment” items. At the same time, the loss provision prepared by the original financial instrument standard is adjusted to be in accordance with the new financial instrument. According to the regulations, it is not necessary to repeat the data of the 2018 comparative period when preparing the report for each period of 2019, but it is necessary to make retrospective adjustments to the retained earnings or other comprehensive income at the beginning of 2019. Balance Sheet of the Parent Company In RMB Item December 31, 2018 January 1, 2019 Adjustment Current asset: Monetary capital 410,118,157.55 410,118,157.55 Receivable note and 200,471,039.12 200,479,634.37 8,595.25 accounts receivable Including: receivable 200,000,000.00 200,000,000.00 notes Account 471,039.12 479,634.37 8,595.25 receivable Prepayment 6,733,047.16 6,733,047.16 Other receivables 822,543,653.04 822,644,623.99 100,970.95 Dividend 100,000,000.00 100,000,000.00 receivable Other current assets 919,388.18 919,388.18 Total current assets 1,440,785,285.05 1,440,894,851.25 109,566.20 Non-current assets: 30 China Fangda Group Co., Ltd. 2019 Q1 Report Sellable financial assets 21,674,008.23 Inapplicable -21,674,008.23 Long-term share equity 983,339,494.35 983,339,494.35 investment Investment in other Inapplicable 21,674,008.23 21,674,008.23 equity tools Investment real estate 309,189,866.37 309,189,866.37 Fixed assets 53,784,811.23 53,784,811.23 Intangible assets 2,112,301.97 2,112,301.97 Long-term amortizable 917,499.68 917,499.68 expenses Deferred income tax 34,555,598.81 34,528,207.26 -27,391.55 assets Total of non-current assets 1,405,573,580.64 1,405,546,189.09 -27,391.55 Total of assets 2,846,358,865.69 2,846,441,040.34 82,174.65 Current liabilities Short-term loans 200,000,000.00 200,000,000.00 Payable notes and 676,941.85 676,941.85 accounts Prepayment received 733,274.16 733,274.16 Employees’ wage 2,145,763.39 2,145,763.39 payable Taxes payable 341,004.65 341,004.65 Other payables 300,006,406.51 300,006,406.51 Including: interest 740,208.33 740,208.33 payable Total current liabilities 503,903,390.56 503,903,390.56 Non-current liabilities: Long-term loans 500,000,000.00 500,000,000.00 Deferred income tax 64,130,617.41 64,130,617.41 liabilities Total of non-current 564,130,617.41 564,130,617.41 liabilities Total liabilities 1,068,034,007.97 1,068,034,007.97 Owner’s equity: Share capital 1,155,481,686.00 1,155,481,686.00 Capital reserves 360,835.52 360,835.52 31 China Fangda Group Co., Ltd. 2019 Q1 Report Less: Shares in stock 10,831,437.66 10,831,437.66 Other miscellaneous 8,756,553.46 3,590,127.88 -5,166,425.58 income Surplus reserves 120,475,221.40 121,000,081.43 524,860.03 Retained profit 504,081,999.00 508,805,739.20 4,723,740.20 Total of owners’ equity 1,778,324,857.72 1,778,407,032.37 82,174.65 Total of liabilities and 2,846,358,865.69 2,846,441,040.34 82,174.65 owner’s interest About the adjustment In 2017, the Ministry of Finance revised and released the "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments", "Accounting Standards for Business Enterprises No. 23 - Transfer of Financial Assets", "Accounting Standards for Business Enterprises No. 24 - Hedge Accounting", "Accounting Standards for Business Enterprises No. 37 - Financial Instruments Presentation" (hereinafter collectively referred to as the "New Financial Instruments Standards") and requires enterprises listed in China to implement the above accounting standards from January 1, 2019. In accordance with the above requirements, the Company will implement the new financial instrument standard from January 1, 2019 and reclassify the original financial assets into transactional financial assets, derivative financial assets, other equity instrument investments and other non-current financial assets. Non-transaction equity instrument investment is designated as financial assets measured at fair value through other comprehensive income and is presented in “other equity instrument investment” items. At the same time, the loss provision prepared by the original financial instrument standard is adjusted to be in accordance with the new financial instrument. According to the regulations, it is not necessary to repeat the data of the 2018 comparative period when preparing the report for each period of 2019, but it is necessary to make retrospective adjustments to the retained earnings or other comprehensive income at the beginning of 2019. 2. Description of the first implementation of the new financial instrument criteria, new lease standard retrospective adjustment of the previous period comparison data □ Applicable √ Inapplicable 3. Auditor’s Report Whether the Q1 report is audited □ Yes √ No The Q2 Report is not audited. China Fangda Group Co., Ltd. Legal representative: Xiong Jianming April 23, 2019 32