Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) Chengde Dalu Co., Ltd. The First Quarterly Report for 2011 (Full Text) §1. Important Notes 1.1 Board of Directors and the Supervisory Committee of Chengde Dalu Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 The Financial Report for the First Quarterly Report of the Company has not been audited by CPAs. 1.3 Chen Rong, Principal of the Company; Wang Ansheng, Person in Charge of Accounting Works; and Liu Fengguo, Person in Charge of Accounting Organ (Accounting Supervisor) hereby confirm that the Financial Report of the First Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes Unit: RMB Changes of At the end of the At the period-end of increase/decrease report period the last year (%) Total assets (RMB) 192,656,526.06 199,976,147.64 -3.66% Owners’ equity attributable to shareholders of the listed company -28,344,634.82 -27,525,241.03 2.98% (RMB) Share capital (Share) 706,320,000.00 706,320,000.00 0.00% Net asset per share attributable to shareholders of listed company -0.04 -0.04 0.00% (RMB/Share) Changes of The same period of In the report period increase/decrease last year (%) Total operating income (RMB) 21,250.00 0.00 0.00% Net profit attributable to shareholders of the listed company -819,393.79 -1,933,932.15 -57.63% (RMB) Net cash flow arising from operating -5,876,656.54 20,118.66 -29,309.98% activities (RMB) Net cash flow arising from operating -0.01 0.00 0.00% activities per share (RMB/Share) Basic earnings per share -0.001 -0.003 -66.67% (RMB/Share) Diluted earnings per share -0.001 -0.003 -66.67% (RMB/Share) Weighted average return on equity - - - (%) Weighted average return on equity after deducting non-recurring gains - - - and losses (%) 1 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) Items of non-recurring gains and losses □Applicable √ Inapplicable 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders of circulation share Unit: Share Total number of shareholders 23,114 at the end of report period Particulars about shares held by the top ten shareholders of circulation shares Number of circulation shares Shareholders’ name Type of shares held at the period-end GUOTAI JUNAN Domestically listed foreign SECURITIES(HONGKONG)LIMIT 28,537,090 shares ED Domestically listed foreign Chen Yan 17,183,200 shares Domestically listed foreign Xu Jiang 16,556,900 shares Domestically listed foreign Zhou Haihong 15,696,200 shares Domestically listed foreign Qian Zhenlin 13,320,000 shares Domestically listed foreign Li Tianyun 10,773,290 shares Domestically listed foreign Wang Wensheng 7,258,007 shares Domestically listed foreign Peng Wei 2,978,525 shares Domestically listed foreign Zhao Ziying 2,600,416 shares Domestically listed foreign NORGES BANG 2,516,195 shares §3. Significant Events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons □Applicable √Inapplicable 3.2 Analysis and explanation of significant events and their influence and solutions 3.2.1 Particular about Qualified Opinion √Applicable □Inapplicable Attention for user of financial statement: 1. As stated in Note 4, I (1), Chengde Xingye Paper Manufacture Co., Ltd was a joint venture of Dalu Holding Company and (HK) Zhanxi International Group Co., Ltd with registry capital USD 250 million and paid capital USD 100 million. On Oct. 28 of 2002, Ministry of External Trade and Economic Cooperation (precursor of Department of Commerce) of People Republic of China ruled in the WJZMEH [2001] No. 969 the Reply to Capital Increase on Joint Venture Chengde Xingye Paper Manufacture Co., Ltd that registry capital increased from USD 100 million to USD 250 million, newly increased registry capital should be paid up within 3 years since the day of changing business license in means ruled in contract and term of Article of Association by both parties of joint venture. Chengde Xingye Paper Manufacture Co., Ltd didn’t pay enough for registry capital in due time according to rules. 2 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) Confirmed by the Companies Registry of Hong Kong SAR Government, Century Win International Holding Co., Ltd declared to dismiss on 20 May 2005. According to the ruling of Hebei senior People's Court (2009) Ji Xing Er Zhong Zi 44 of 23 April 2009, Chengde Xingye Papermaking Co., Ltd was adjudicated a deceptive foreign- invested enterprise which was established by the original shareholder of the Company Wangsuxian in the name of Century Win International Holding Co., Ltd. 2. As stated in Note 5 (6), previous registry capital of associated enterprise of Dalu Holding Company Chengde Dahua Paper Industry Co., Ltd was USD 5 million which was increased to 6.364 billion yen after equity transfer and capital increase. The increased part wasn’t approved by China Certified Public Accountant. Owing that Chengde Dahua Paper Industry Co., Ltd didn’t submit 2007 annual inspection materials of industry and commerce, its business license had been revoked by CGSCZ (2009) No. 75 administrative penalty paper issued by Chengde Industry and Commerce Administration Bureau on Apr. 28 of 2009. 3. As stated in Note 10, since Dalu Holding Company completed bankruptcy and reorganization in Apr. of 2009, all the subsidiaries hadn’t resumed operation except Chengde Rongyida Real Estate Development Co., Ltd. Real Estate project of Chengde Rongyida Real Estate Development Co., Ltd, namely Dalu Ganyuan Subdistrict with land area 30.7443 acres. Till Dec. 31 of 2010, the No. 130821201001057 permit for construction land planning has been done. And the project still hasn’t been started. In 2010 Dalu Holding Company still didn’t get main business income. And the constant operation ability was uncertain. The statement of the above paragraphs has no effect on the expressed audit opinion. To the proceedings involved in qualified opinions with paragraph of emphasized matters provided by accountants, the board of directors of the Company made the following explanations: The board of directors thought that, the proceedings involved in unqualified opinions with paragraph of emphasized matters provided by Beijing Yongtuo Certified Public Accountants existed which were problems left in history, and could not have substantial influences on production and operation of the Company. The board of directors attached importance to the emphasized issues and qualified matters in the audit report, and is communicating with related department at present on negotiating the solutions. We believed that the Company would gradually go into the right path, and at the same time the above matters involved would be resolved soon. 3.2.2 Particular about fund offered to shareholder or its related parties by the Company and external guarantee with procedure violation □Applicable √Inapplicable 3.2.3 Particular about the significant contract of routine operation signed and implemented □Applicable √Inapplicable 3.2.4 Other □Applicable √Inapplicable 3.3 Implementations of commitments by the Company, shareholders and actual controller Commitments make within the report period or persisted to the period by listed company and its director, supervisor and senior executives, shareholder with over 5 percent shares held and its actual controller □Applicable √Inapplicable 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) 3.5.2 Registration form for receiving research, communication and interview in the report period The received Contents discussed and Date Place Way parties materials supplied Particular about shareholders’ Securities Telephone general meeting and provided 2011-01-13 Department of the Investors communication the resolution notice of the Company shareholders’ general meeting Securities Performance in 2010 and Telephone 2011-01-26 Department of the Investors provided the prediction notice communication Company on performance Securities Current status of the Telephone 2011-02-19 Department of the Investors Company, no information communication Company provided Securities Particular about the Telephone 2011-03-16 Department of the Investors construction projects and communication Company without information provided 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about derivatives investment held at the end of report period □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Chengde Dalu Co., Ltd. March 31, 2011 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 1,562,735.30 54,247.70 9,723,008.25 37,197.70 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable Accounts paid in 20,084,632.25 20,084,632.25 20,084,632.25 20,084,632.25 advance Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 30,811,842.44 284,888.14 30,485,301.52 278,347.22 Purchase restituted finance asset Inventories 18,607,190.41 17,742,081.41 Non-current asset 4 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) due within one year Other current assets 1,093,527.39 1,093,527.39 Total current assets 72,159,927.79 20,423,768.09 79,128,550.82 20,400,177.17 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity 2,215,729.65 58,925,880.26 2,215,729.65 58,925,880.26 investment Investment property Fixed assets 62,457,706.31 62,653,329.49 Construction in 6,721,818.00 6,721,818.00 progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 24,668,405.36 24,823,780.73 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset Other non-current 24,432,938.95 24,432,938.95 asset Total non-current asset 120,496,598.27 58,925,880.26 120,847,596.82 58,925,880.26 Total assets 192,656,526.06 79,349,648.35 199,976,147.64 79,349,648.35 Current liabilities: Short-term loans 422,261.91 422,261.91 422,261.91 422,261.91 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 231,075.82 218,802.27 231,075.82 218,802.27 5 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) Accounts received in advance Selling financial asset of repurchase Commission charge and commission payable Wage payable 6,355,286.60 257,800.00 6,395,486.60 277,000.00 Taxes payable 68,652,093.52 -68,258.02 72,070,571.83 -62,298.33 Interest payable Dividend payable Other accounts 125,650,199.67 117,770,768.23 128,516,654.41 117,654,080.62 payable Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities Total current liabilities 201,310,917.52 118,601,374.39 207,636,050.57 118,509,846.47 Non-current liabilities: Long-term loans 6,398,000.00 6,398,000.00 Bonds payable Long-term account payable Special accounts 10,598,000.03 98,000.03 10,598,000.03 98,000.03 payable Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current 16,996,000.03 98,000.03 16,996,000.03 98,000.03 liabilities Total liabilities 218,306,917.55 118,699,374.42 224,632,050.60 118,607,846.50 Owner’s equity (or shareholders’ equity): Paid-in capital (or 706,320,000.00 706,320,000.00 706,320,000.00 706,320,000.00 share capital) Capital public 450,765,443.10 449,365,886.69 450,765,443.10 449,365,886.69 reserve Less: Inventory shares 6 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) Reasonable reserve Surplus public 76,791,550.17 76,791,550.17 76,791,550.17 76,791,550.17 reserve Provision of general risk Retained profit -1,262,221,628.09 -1,271,827,162.93 -1,261,402,234.30 -1,271,759,225.93 Balance difference of foreign currency translation Total owner’s equity attributable to parent -28,344,634.82 -39,349,726.07 -27,525,241.03 -39,281,789.07 company Minority interests 2,694,243.33 2,869,338.07 Total owner’s equity -25,650,391.49 -39,349,726.07 -24,655,902.96 -39,281,789.07 Total liabilities and 192,656,526.06 79,349,648.35 199,976,147.64 79,326,057..43 owner’s equity 4.2 Profit statement Prepared by Chengde Dalu Co., Ltd. Jan.-Mar. 2011 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 21,250.00 0.00 0.00 Including: Operating 0.00 0.00 0.00 0.00 income Interest income Insurance gained Commission charge and commission income II. Total operating cost 1,014,941.65 67,937.00 2,183,903.58 146,861.28 Including: Operating cost 0.00 0.00 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and 2,039.97 extras Sales expenses Administration 1,005,457.04 67,937.00 2,182,908.24 145,861.28 expenses Financial expenses 7,444.64 995.34 1,000.00 7 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit -993,691.65 -67,937.00 -2,183,903.58 -146,861.28 (Loss is listed with “-”) Add: Non-operating -4,448.77 -4,448.77 income Less: Non-operating -2,044.00 -2,044.00 expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is -993,691.65 -67,937.00 -2,186,308.35 -149,266.05 listed with “-”) Less: Income tax 796.88 0.00 V. Net profit (Net loss is -994,488.53 -67,937.00 -2,186,308.35 -149,266.05 listed with “-”) Net profit attributable to owner’s -819,393.79 -67,937.00 -1,933,932.15 -149,266.05 equity of parent company Minority shareholders’ gains and -175,094.74 -252,376.20 losses VI. Earnings per share i. Basic earnings per -0.001 -0.003 share ii. Diluted earnings per -0.001 -0.003 share VII. Other consolidated income VIII. Total consolidated -994,488.53 -67,937.00 -2,186,308.35 -149,266.05 income Total consolidated income attributable to -819,393.79 -67,937.00 -1,933,932.15 -149,266.05 owners of parent company Total consolidated income attributable to -175,094.74 -252,376.20 minority shareholders Concerning the enterprise consolidation under common control occurred in the period; the mergered 8 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) party realized net profit before consolidation amounting to RMB00.00. 4.3 Cash flow statement Prepared by Chengde Dalu Co., Ltd. Jan.-Mar. 2011 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning operating 40,654.13 241,880.00 170,365.26 170,360.60 activities Subtotal of cash inflow arising from 40,654.13 241,880.00 170,365.26 170,360.60 operating activities Cash paid for purchasing commodities 865,109.00 and receiving labor service 9 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for 148,900.00 54,800.00 69,200.00 69,200.00 staff and workers Taxes paid 3,415,355.57 Other cash paid concerning operating 1,487,946.10 170,030.00 81,046.60 81,046.60 activities Subtotal of cash outflow arising from 5,917,310.67 224,830.00 150,246.60 150,246.60 operating activities Net cash flows arising from operating -5,876,656.54 17,050.00 20,118.66 20,114.00 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities Cash paid for purchasing fixed, intangible and other 10 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities Net cash flows arising from investing activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit 2,283,616.41 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities 11 Chengde Dalu Co., Ltd. First Quarterly Report 2011 (Full Text) Subtotal of cash outflow from financing 2,283,616.41 activities Net cash flows arising from financing -2,283,616.41 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash -8,160,272.95 17,050.00 20,118.66 20,114.00 and cash equivalents Add: Balance of cash and cash equivalents 9,723,008.25 37,197.70 at the period -begin VI. Balance of cash and cash equivalents at the 1,562,735.30 54,247.70 20,118.66 20,114.00 period -end 4.4 Auditor’ report Auditor’s opinions: Un-audited 12