China Fangda Group Co., Ltd. The 1st Quarterly Report 2009 (Full Text) 1 China Fangda Group Co., Ltd. The 1st Quarterly Report 2009 (Full text) §1 Important Declaration 1.1 The Board of Directors and the directors of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. 1.2 Directors other than the followings presented the Board Meeting on which this report was examined: 1.3 The financial statements carried in this report are not audited. 1.4 Mr. Xiong Jianming, the Chairman of Board, Mr. Lin Kebin, the Financial Principal declares: the Financial Report carried in this report is authentic and completed. §2 Company Profile 2.1 Financial highlights In RMB Yuan Name of the directors Position Reason for not presenting the meeting Name of consignee Dong Likun Independent Director For business Guo Jinlong Xiong Jianwei Director For business Wang Shengguo Ended this report term Ended previous year Changed by (%) Gross Assets 1,468,699,436.32 1,395,570,931.42 5.24% Owners’ Equity Attributable to the Parent Company 574,472,195.68 559,715,901.95 2.64% Share capital 426,786,359.00 426,786,359.00 0.00% Net asset per share attributable to the owners of the parent company 1.35 1.31 3.05% This report term Same period last year Changed by (%) Turnover 160,791,976.14 151,188,681.43 6.35% Net profit attributable to the owners of parent company 10,653,332.57 8,886,267.57 19.89% Cash flow generated by business operation, net -2,410,866.00 -21,593,985.53 ---- Net Cash flow per share generated by business operation -0.01 -0.05 ---- Basic gains per share 0.025 0.021 19.05% Diluted gains per share 0.025 0.021 19.05% Net earnings / asset 1.85% 1.59% 0.26% Net earnings / capital ratio after deducting of non-recurring gain/loss 0.85% -1.66% ----China Fangda Group Co., Ltd. The 1st Quarterly Report 2009 (Full Text) 2 Statements on non-recurring gain/loss items: 2.2 Total of shareholders and the top 10 holders of unconditional shares in shares Non-recurring gain and loss items Amount of the period from the beginning of year to the end of report term Government subsidies accounted into current gain/loss account, other than those closely related to the Company’s common business, comply with the national policy and continues to enjoy at certain fixed rate or amount. 184,000.00 Gain/loss from debt reorganization 99,442.26 Gain/loss from change of fair value of transactional asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and sellable financial assets, other than valid period value instruments related to the Company’s common businesses 5,445,702.36 Other non-business income and expenditures other than the above 47,382.14 Influenced amount of minority shareholders’ equity -994.31 Total 5,775,532.45 The Company have sold the shares of Xugong Technologies and Sihuan Biology in the report term, and have made investment gains amounted RMB5,445,702.36. Total shareholders at the end of the report period (accounts) 65,680 (including 43,109 A-share holders, and 22,571 B-share holders) Top ten holders of the shares without subscription limitation Full name of shareholder Amount of unconditional shares held at the end of report term Categories Onforce International Ltd. 21,077,141 Foreign shares placed in domestic exchange Shenzhen Banglin Technologies Development Co., Ltd. 14,593,150 RMB common shares Shenzhen Shilihe Investment Co., Ltd. 13,739,761 RMB common shares Gu Feng 2,307,603 Foreign shares placed in domestic exchange Chen Jinbiao 2,118,930 Foreign shares placed in domestic exchange Cao Yifan 2,051,670 Foreign shares placed in domestic exchange Zhang Yongjie 808,080 Foreign shares placed in domestic exchange Li Jiehua 792,655 RMB common shares Lou Yuhong 791,446 Foreign shares placed in domestic exchange Wu Shuhua 756,000 RMB common sharesChina Fangda Group Co., Ltd. The 1st Quarterly Report 2009 (Full Text) 4 §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ applicable □ not applicable 3.2 Progress of significant events, their influence, countermeasures, and analysis √ applicable □ not applicable 3.3 Fulfilling of commitment issues made by the Company, shareholder, or substantial controller □applicable √ not applicable 3.4 Estimated accumulative profit from the year beginning to the end of the next report period may be of deficits; or in comparison with the same period of the previous year, give the warning of great change and the notice to the reasons. □applicable √ not applicable 3.5 Major events needs to be explained 3.5.1 Investment in securities □applicable √ not applicable 3.5.2 Reception of investigations, communications, or interviews 1. Increasing of bank loans caused the increasing of short-term loans and monetary capital increased by 37.48% and 34.46% respectively from the beginning of report term. 2. Development transferred to intangible asset of RMB5.62 million in the report term. 3. Decreasing of investment gains comparing with the same period of previous year was caused by major decreasing of sellable financial assets in the report term. (1) Hangzhou City Xinyu Building No. 2, 3, 5, 6 energy saving glass curtain wall project was obtained at the end of December 2007 with contract value of RMB163.70 million. It was started in May 2008 and planned to be completed in July 2009. (2) The Company won in the bidding of Xiamen International Logistics Center for the glass curtain wall engineering section I and II. The contract was RMB83.0476 million. It was started at end of July 2008 and scheduled to complete in July 2009. (3) The overall contract of Shenzhen Metro Line No.1 PSD system is valued RMB79.8586 million, and adopted the door machine and controlling unit developed by the Company. The testing machine has passed the test for one-million-time reliability. At present installation in Baishizhou Station and Gaoxin Station has accomplished. This project will be finished in June 2011. (4) The contract for the PSD system of Line No.2 of Shenzhen Metro was RMB169.256 million. The sample machine has passed onemillion- time reliability test. Installation was scheduled for June 2009, and is expected to complete in March 2011. (5) Contract for Nanjing Metro is valued RMB59.52 million. The test machine has been tested for over 350 thousand times at present, and is scheduled for installation in April 2009, and to be finished in May 2010. (6) Supplying contract of Australian Dollar 100 Million was started in August 2007. The sales income realized up to the end of report term was RMB22.78 million. Time/date Place Way Visitors Main content involved and material provided Feb 25, 2009 The Company Onsite investigation Guangdong Development Securities Business operation and future development.China Fangda Group Co., Ltd. The 1st Quarterly Report 2009 (Full Text) 5 3.5.3 Statement on other significant issues √ applicable □ not applicable (1) The Company neither provided capital to the controlling shareholder or its associates, nor provided any guarantee to outside parties with illegal procedures; (2) There is no shareholder holding over 30% of the Company’s shares, and there is no such share- increasing plan raised by shareholder with over 30% of the Company’s shares; (3) No cash dividend was distributed in the report term; (4) No major contract engaged in the report term.China Fangda Group Co., Ltd. The 1st Quarterly Report 2009 (Full Text) 6 §4 Attachments 4.1 Balance Sheet Prepared by: China Fangda Group Co., Ltd. March 31st 2009 in RMB yuan Items Balance at the end of term Balance at the beginning of year Consolidated Parent company Consolidated Parent company Current asset: Monetary capital 284,559,944.87 48,281,488.75 211,638,447.88 3,702,206.23 Settlement provision Outgoing call loan Transactional financial assets 1,562,400.00 Notes receivable 8,985,790.29 7,273,375.72 10,903,790.29 7,273,375.72 Account receivable 295,450,518.91 15,938,790.17 309,967,793.35 20,133,345.21 Prepayment 15,163,841.74 11,295,504.53 183,333.33 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 46,064,147.55 190,136,655.29 41,902,271.80 200,081,536.53 Repurchasing of financial assets Inventories 155,677,708.79 146,209,954.16 Non-current asset due in 1 year Other current asset 5,002,081.68 5,000,000.00 Total of current asset 812,466,433.83 261,630,309.93 736,917,762.01 231,373,797.02 Non-current assets Loans and payment on other’s behalf disbursed Disposable financial asset 17,699,500.00 14,068,500.00 Expired investment in possess Long-term receivable Long-term share equity investment 4,506,859.69 333,423,850.60 4,506,859.69 333,423,850.60 Investment real estate 261,734,400.32 253,549,300.32 261,734,400.32 253,549,300.32 Fixed assets 268,131,377.20 48,892,806.19 273,756,378.47 49,360,083.88 Construction in process 10,100,814.08 9,429,233.19 Engineering goods Fixed asset disposal Production physical assets Gas & petrol Intangible assets 65,710,455.40 10,646,974.06 60,834,577.77 10,786,917.08 R&D expense 2,158,194.66 7,783,177.73 Goodwill 8,197,817.29 8,197,817.29 Long-term amortizable expenses 52,029.00 Differed income tax asset 17,941,554.85 18,342,224.95 Other non-current asset Total of non-current assets 656,233,002.49 646,512,931.17 658,653,169.41 647,120,151.88 Total of assets 1,468,699,436.32 908,143,241.10 1,395,570,931.42 878,493,948.90China Fangda Group Co., Ltd. The 1st Quarterly Report 2009 (Full Text) 7 Current liabilities Short-term loans 315,350,000.00 229,382,471.49 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Notes payable 56,235,069.13 40,015,000.00 58,705,049.15 Account payable 124,964,479.42 7,228,054.93 133,711,152.93 8,732,970.63 Prepayment received 94,014,510.31 693,045.60 101,965,594.16 739,302.70 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 4,557,880.75 4,674,596.67 Tax payable 29,731,745.91 1,978,642.74 31,245,712.21 2,922,025.31 Interest payable 374,841.37 374,841.37 590,697.62 374,841.37 Dividend payable Other account payable 24,146,525.24 154,880,332.27 20,928,588.30 151,776,238.60 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability 1,248,190.86 1,016,379.24 1,016,379.24 1,016,379.24 Total of current liability 650,623,242.99 206,186,296.15 582,220,241.77 165,561,757.85 Non-current liabilities Long-term borrowings 170,000,000.00 170,000,000.00 179,000,000.00 179,000,000.00 Bond payable Long-term payable Special payable Expected liabilities Differed income tax liability 3,801,882.54 2,100,492.25 Other non-recurring liabilities 3,338,694.50 4,930,000.00 Total of non-current liabilities 177,140,577.04 170,000,000.00 186,030,492.25 179,000,000.00 Total of liability 827,763,820.03 376,186,296.15 768,250,734.02 344,561,757.85 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 426,786,359.00 426,786,359.00 426,786,359.00 426,786,359.00 Capital reserves 65,198,269.67 33,267,012.81 61,095,308.51 33,267,012.81 Less: Shares in stock Surplus reserves 6,388,697.44 6,388,697.44 6,388,697.44 6,388,697.44 Common risk provision Retained profit 76,098,869.57 65,514,875.70 65,445,537.00 67,490,121.80 Different of foreign currency translation Total of owner’s equity belong to the parent company 574,472,195.68 531,956,944.95 559,715,901.95 533,932,191.05 Minor shareholders’ equity 66,463,420.61 67,604,295.45 Total of owners’ equity 640,935,616.29 531,956,944.95 627,320,197.40 533,932,191.05 Total of liabilities and owners’ equity 1,468,699,436.32 908,143,241.10 1,395,570,931.42 878,493,948.90China Fangda Group Co., Ltd. The 1st Quarterly Report 2009 (Full Text) 8 4.2 Income Statement Prepared by: China Fangda Group Co., Ltd. Jan-Mar 2009 RMB Yuan Items Amount of the Current Term Amount of the Previous Term Consolidated Parent company Consolidated Parent company I. Total revenue 160,791,976.14 7,148,875.24 151,188,681.43 9,170,857.17 Incl. Business income 160,791,976.14 7,148,875.24 151,188,681.43 9,170,857.17 Interest income Insurance fee earned Fee and commission received II. Total business cost 158,217,775.07 9,218,164.65 160,839,617.67 12,863,411.14 Incl. Business cost 128,872,779.67 1,544,699.41 131,245,144.32 4,610,638.88 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 3,976,144.13 275,656.00 3,934,736.50 264,574.59 Sales expense 5,607,026.90 561,530.68 4,777,412.07 233,473.82 Administrative expense 15,915,025.10 3,640,408.66 14,839,613.01 3,790,127.29 Financial expenses 5,971,666.85 3,317,386.97 6,042,711.77 3,964,596.56 Asset impairment loss -2,124,867.580 -121,517.070 0.00 0.00 Plus: Gains from change of fair value (“-“ for loss) 1,562,400.00 0.00 -964,658.890 -969,981.890 Investment gain (“-“ for loss) 5,445,702.36 0.00 20,025,327.31 0.00 Incl. Investment gains from affiliates 0.00 0.00 0.00 0.00 Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) 9,582,303.43 -2,069,289.410 9,409,732.18 -4,662,535.860 Plus: Non business income 417,127.66 95,868.82 516,486.49 102,176.00 Less: Non-business expenses 86,303.26 1,825.51 1,321,785.93 614,600.82 Incl. Loss from disposal of non-current assets 0.00 0.00 0.00 0.00 IV. Gross profit (“-“ for loss) 9,913,127.83 -1,975,246.100 8,604,432.74 -5,174,960.680 Less: Income tax expenses 400,670.10 0.00 958.14 0.00 V. Net profit (“-“ for net loss) 9,512,457.73 -1,975,246.100 8,603,474.60 -5,174,960.680 Net profit attributable to the owners of parent company 10,653,332.57 0.00 8,886,267.57 0.00 Minor shareholders’ equity -1,140,874.840 0.00 -282,792.970 0.00 VI. Earnings per share: (I) Basic earnings per share 0.02 0.02 (II) Diluted earnings per share 0.02 0.02China Fangda Group Co., Ltd. The 1st Quarterly Report 2009 (Full Text) 9 4.3 Cash Flow Statement Prepared by: China Fangda Group Co., Ltd. Jan-Mar 2009 RMB Yuan Items Amount of the Current Term Amount of the Previous Term Consolidated Parent company Consolidated Parent company I. Net cash flow from business operation Cash received from sales of products and providing of services 173,568,387.03 10,401,987.36 166,752,279.68 10,035,949.72 Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee, and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 129,037.13 0.00 626,602.46 0.00 Other cash received from business operation 10,564,947.67 445,599.45 5,145,716.46 658,810.76 Sub-total of cash inflow from business activities 184,262,371.83 10,847,586.81 172,524,598.60 10,694,760.48 Cash paid for purchasing of merchandise and services 144,006,988.88 3,502,892.41 154,938,941.49 9,445,411.63 Net increase of client trade and advance Net increase of savings in central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 14,584,259.63 1,621,632.83 13,617,948.05 1,670,438.63 Taxes paid 6,999,234.60 1,662,404.91 5,986,021.09 805,268.47 Other cash paid for business activities 21,082,754.72 1,019,662.33 19,575,673.50 3,821,183.91 Sub-total of cash outflow from business activities 186,673,237.83 7,806,592.48 194,118,584.13 15,742,302.64 Cash flow generated by business operation, net -2,410,866.00 3,040,994.33 -21,593,985.53 -5,047,542.16 II. Cash flow generated by investing Cash received from investment retrieving 3,000,195.95 0.00 7,255,800.75 0.00 Cash received as investment gains 5,522,154.19 0.00 20,025,327.31 0.00 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 0.00 0.00 2,315,360.00 0.00 Net cash received from disposal of subsidiaries or other operational units 0.00 0.00 0.00 0.00 Other investment-related cash received 0.00 0.00 0.00 0.00 Sub-total of cash inflow due to investment activities 8,522,350.14 0.00 29,596,488.06 0.00 Cash paid for construction of fixed assets, intangible 568,805.07 0.00 3,901,331.22 156,410.00China Fangda Group Co., Ltd. The 1st Quarterly Report 2009 (Full Text) 10 4.4 Auditors’ Report Auditor’s opinion: not audited. China Fangda Group Co., Ltd. The Board of Directors April 17. 2009 assets and other long-term assets Cash paid as investment 3,131,669.25 0.00 4,377,288.92 0.00 Net increase of loan against pledge Net cash received from subsidiaries and other operational units 0.00 0.00 0.00 0.00 Other cash paid for investment activities 0.00 0.00 35,000.00 0.00 Sub-total of cash outflow due to investment activities 3,700,474.32 0.00 8,313,620.14 156,410.00 Net cash flow generated by investment 4,821,875.82 0.00 21,282,867.92 -156,410.00 III. Cash flow generated by financing Cash received as investment 0.00 0.00 0.00 0.00 Incl. Cash received as investment from minor shareholders Cash received as loans 164,425,824.27 53,859,401.97 0.00 37,518,290.59 Cash received from bond placing Other financing-related cash received 0.00 0.00 3,000,000.00 0.00 Subtotal of cash inflow from financing activities 164,425,824.27 53,859,401.97 3,000,000.00 37,518,290.59 Cash to repay debts 88,260,907.74 9,000,000.00 27,424,107.50 10,000,000.00 Cash paid as dividend, profit, or interests 5,572,018.94 3,320,919.01 6,608,193.00 3,972,471.75 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 71,900.00 0.00 28,690.78 0.00 Subtotal of cash outflow due to financing activities 93,904,826.68 12,320,919.01 34,060,991.28 13,972,471.75 Net cash flow generated by financing 70,520,997.59 41,538,482.96 -31,060,991.28 23,545,818.84 IV. Influence of exchange rate alternation on cash and cash equivalents -10,510.42 -194.77 -106,193.24 -39,055.05 V. Net increase of cash and cash equivalents 72,921,496.99 44,579,282.52 -31,478,302.13 18,302,811.63 Plus: Balance of cash and cash equivalents at the beginning of term 211,638,447.88 3,702,206.23 171,607,741.24 2,608,321.55 VI. Balance of cash and cash equivalents at the end of term 284,559,944.87 48,281,488.75 140,129,439.11 20,911,133.18