Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) Chengde Dalu Co., Ltd. The Third Quarterly Report For 2011 (Full Text) §1. Important Notes 1.1 The Board of Directors and the Supervisory Committee of Chengde Dalu Co., Ltd. (hereinafter referred to as the Company), along with all its directors, supervisors and senior executives hereby confirm that there are no any important omissions, fictitious statements or serious misleading information 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 Third Quarterly Financial Report 2011 of the Company has not been audited by CPAs. 1.3 Yan Qizhong, Principal of the Company; Wang Ansheng, Person in Charge of Accounting Works; and Liu Fengguo, Person in Charge of Accounting Organ (Accounting Officer) hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes: In RMB Yuan Increase/decrease 2011.9.30 2010.12.31 scope (%) Total assets (RMB) 211,568,199.64 199,976,147.64 5.80% Owners’ equity attributable to shareholders of listed company -35,951,641.87 -27,525,241.03 -30.61% (RMB) Share capital (Share) 706,320,000.00 706,320,000.00 0.00% Net assets per share attributable to shareholders of listed -0.051 -0.039 -30.77% company (RMB/Share) Increase/decreas Increase/decreas July-Sep. of e over the same Jan.-Sep. of e over the same 2011 period of the 2011 period of the last year (%) last year (%) Total operating income (RMB) 8,750.00 30,000.00 0.00% Net profit attributable to shareholders of listed company -4,357,349.05 -84.63% -8,426,400.84 -26.24% (RMB) Net cash flow arising from - - -7,763,305.97 -168,358.36% operating activities (RMB) Net cash flow per share arising from operating activities - - -0.011 -168,358.36% (RMB/Share) Basic earnings per share -0.006 -100.00% -0.012 -20.00% (RMB/Share) Diluted earnings per share -0.006 -100.00% -0.012 -20.00% (RMB/Share) Weighted average return on 0.00% 0.00% 0.00% equity (%) Weighted average return on 0.00% 0.00% 0.00% 0.00% equity after deducting 1 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) non-recurring gains/losses (%) Items of non-recurring gains and losses √Applicable □Inapplicable In RMB Yuan Items of non-recurring gains and losses Remarks(If Amount applicable) Gains & losses from disposal of non-current assets 0.00 Other non-operating income and expenditure beside 868,739.49 for the aforementioned items Total 868,739.49 - 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders of circulation share In Share Total number of shareholders 22,793 at the end of report period Particulars about shares held by the top ten shareholders of circulation shares Number of circulation shares Shareholders’ full name Type held at the period-end GUOTAI JUNAN Domestically listed foreign SECURITIES(HONGKONG) 61,102,649 shares LIMITED Shanghai Wanguo (Hong Kong) Domestically listed foreign 27,728,491 Securities Co., Ltd. shares Domestically listed foreign Zhou Xiaomin 9,654,111 shares Domestically listed foreign Yu Sanxi 8,741,210 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 Li Siquan 1,726,133 shares Domestically listed foreign Li Youhe 1,544,700 shares Domestically listed foreign Ye Guang 1,511,500 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 1. Large changes in net cash flow arising from activities mainly cause by the project fund that have been paid in advance by Chengde Rongyida Real Estate Development Co., Ltd., the wholly-owned subsidiary of the Company. 2 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) 2. Changes in owners’ equity attributable to shareholder of listed company mainly due to deficit of the Company. 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions 3.2.1 Qualified opinion √Applicable □Inapplicable In the year of 2010, Crowe Horwath CPA Co., Ltd. audited the financial report of the Company and issued an auditing report of qualified audit opinions with explanatory notes. The Board holds the opinion that there exists the situation that listed in the auditing report. The involved items are historical issue and have no material influence towards the business operation of the Company. The Company highly attaches importance to the auditing report; currently, the Company is communicating with relevant department for solution plan. We believe, the abovementioned issues would be solved gradually while the Company back into its normal operation. 3.2.2 Particular about fund offers to controlling shareholders or associated parties and external guarantee that against the regulation. □Applicable √Inapplicable 3.2.3 Particular about signing and implementation on significant contracts of ordinary management. □Applicable √Inapplicable 3.2.4 Others √Applicable □Inapplicable The consolidated statement in this period should not contain with the followed companies for bankruptcy declaration, that is Chengde Dixian Fashion Co., Ltd., Hebei Xiabancheng Knitwear Co., Ltd. and Chengde Banhe Chemical Fiber Facsimile Fabric Co., Ltd. 3.3 Implementations of commitments by the Company, shareholders and actual controller Commitments made by the listed company and its directors, supervisors, senior executives, the shareholders with holding above 5% shares and its actual controller in the report period or lasting until the report period. □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 Particulars about the other significant events which needed explanations 3.5.1 Particular about security investment □Applicable √Inapplicable 3.5.2 Activities on receiving research, communication and interview in the report period The received Contents discussed and Date Place Way parties materials supplied Present situation of profit Security Telephone constitution for semi-annual 2011-07-11 Department of the Investor communication as well as the Semi-Annual Company Report 3 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) Security Situation of production Telephone 2011-08-16 Department of the Investor recovery without materials communication Company provided Security Situation of real estate Telephone 2011-08-24 Department of the Investor development and without communication Company materials provided Security Situation of real estate Telephone 2011-09-07 Department of the Investor development and without communication Company materials provided Disclosure schedule for third Security Telephone quarterly report of the 2011-09-29 Department of the Investor communication Company, and provided no Company materials 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about the positions of derivatives investment at the end of report period □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Chengde Dalu Co., Ltd. Sept. 30, of 2011 In RMB Yuan Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 2,227,173.43 9,834.90 9,723,008.25 37,197.70 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable Accounts paid in 21,154,896.25 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 34,593,556.29 300,481.99 30,485,301.52 278,347.22 Purchase restituted finance asset Inventories 35,691,394.54 17,742,081.41 Non-current asset due within one year Other current assets 1,093,527.39 1,093,527.39 4 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) Total current assets 94,760,547.90 20,394,949.14 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 60,454,649.23 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 24,357,654.62 24,823,780.73 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset Other non-current 23,057,800.24 24,432,938.95 asset Total non-current asset 116,807,651.74 58,925,880.26 120,847,596.82 58,925,880.26 Total assets 211,568,199.64 79,320,829.40 199,976,147.64 79,326,057.43 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 Accounts received 20,768,952.92 in advance 5 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) 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 71,929,533.74 -84,698.85 72,070,571.83 -62,298.33 Interest payable Dividend payable Other accounts 128,714,568.61 118,046,476.01 128,516,654.41 117,654,080.62 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 228,421,679.60 118,860,641.34 207,636,050.57 118,509,846.47 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 245,417,679.63 118,958,641.37 224,632,050.60 118,607,846.50 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 Reasonable reserve Surplus public 76,791,550.17 76,791,550.17 76,791,550.17 76,791,550.17 6 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) reserve Provision of general risk Retained profit -1,269,828,635.14 -1,272,115,248.83 -1,261,402,234.30 -1,271,759,225.93 Balance difference of foreign currency translation Total owner’s equity attributable to parent -35,951,641.87 -39,637,811.97 -27,525,241.03 -39,281,789.07 company Minority interests 2,102,161.88 2,869,338.07 Total owner’s equity -33,849,479.99 -39,637,811.97 -24,655,902.96 -39,281,789.07 Total liabilities and 211,568,199.64 79,320,829.40 199,976,147.64 79,326,057.43 owner’s equity 4.2 Profit statement in the report period Prepared by Chengde Dalu Co., Ltd. July-Sept. of 2011 In RMB Yuan Amount of this period Amount of last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 8,750.00 0.00 0.00 0.00 Including: Operating 8,750.00 0.00 0.00 income Interest income Insurance gained Commission charge and commission income II. Total operating cost 4,129,447.51 182,478.47 2,713,139.37 148,949.19 Including: Operating cost 0.00 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 extras Sales expenses Administration 3,705,032.53 182,446.97 2,713,122.92 -148,928.19 expenses Financial expenses 424,414.98 31.50 16.45 21.00 Losses of 7 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) 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 -4,120,697.51 -182,478.47 -2,713,139.37 -148,949.19 (Loss is listed with “-”) Add: Non-operating income Less: Non-operating expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is -4,120,697.51 -182,478.47 -2,713,139.37 -148,949.19 listed with “-”) Less: Income tax 684,105.80 expense V. Net profit (Net loss is -4,804,803.31 -182,478.47 -2,713,139.37 -148,949.19 listed with “-”) Net profit attributable to owner’s of -4,357,349.05 -182,478.47 -2,360,047.90 -148,949.19 parent company Minority shareholders’ gains and -447,454.26 -353,091.47 losses VI. Earnings per share i. Basic earnings per -0.006 -0.003 share ii. Diluted earnings per -0.006 -0.003 share VII. Other consolidated income VIII. Total consolidated -4,804,803.31 -182,478.47 -2,713,139.37 -148,949.19 income Total consolidated income attributable to -4,357,349.05 -182,478.47 -2,360,047.90 -148,949.19 owners of parent company Total consolidated income attributable to -447,454.26 -353,091.47 minority shareholders The merger realized RMB 0.00 of net profit before consolidation as for corporation consolidation 8 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) under the same control. 4.3 Profit statement from year-begin to the end of report period Prepared by Chengde Dalu Co., Ltd. Jan.-Sept. of 2011 In RMB Yuan Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 30,000.00 0.00 0.00 0.00 Including: Operating 30,000.00 0.00 0.00 income Interest income Insurance gained Commission charge and commission income II. Total operating cost 9,404,710.08 353,751.39 7,480,494.48 827,033.75 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 10,295.16 extras Sales expenses Administration 8,965,150.95 353,704.39 7,479,367.40 825,892.75 expenses Financial expenses 429,263.97 47.00 1,127.08 1,141.00 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 -9,374,710.08 -353,751.39 -7,480,494.48 -827,033.75 9 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) (Loss is listed with “-”) Add: Non-operating 1,021,011.00 -4,448.77 -4,448.77 income Less: Non-operating 152,271.51 2,271.51 47,949.00 47,949.00 expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is -8,505,970.59 -356,022.90 -7,532,892.25 -879,431.52 listed with “-”) Less: Income tax 687,606.44 expense V. Net profit (Net loss is -9,193,577.03 -356,022.90 -7,532,892.25 -879,431.52 listed with “-”) Net profit attributable to owner’s of -8,426,400.84 -356,022.90 -6,674,948.39 -879,431.52 parent company Minority shareholders’ gains and -767,176.19 -857,943.86 losses VI. Earnings per share i. Basic earnings per -0.012 -0.01 share ii. Diluted earnings per -0.012 -0.01 share VII. Other consolidated income VIII. Total consolidated -9,193,577.03 -356,022.90 -7,532,892.25 -879,431.52 income Total consolidated income attributable to -8,426,400.84 -356,022.90 -6,674,948.39 -879,431.52 owners of parent company Total consolidated income attributable to -767,176.19 -857,943.86 minority shareholders The merger realized RMB 0.00 of net profit before consolidation as for corporation consolidation under the same control that occurred from year-begin to end of this period. 4.4 Cash flow statement from year-begin to the end of report period Prepared by Chengde Dalu Co., Ltd. Jan.-Sept. of 2011 In RMB Yuan 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 20,768,952.92 providing labor services Net increase of customer deposit and 10 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) 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 11,574,216.18 480,894.60 1,425,732.05 1,425,718.13 activities Subtotal of cash inflow arising from 32,343,169.10 480,894.60 1,425,732.05 1,425,718.13 operating activities Cash paid for purchasing commodities 17,596,558.42 and receiving labor service 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 11 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) Cash paid for bonus of guarantee slip Cash paid to/for 557,450.00 200,200.00 236,000.00 236,000.00 staff and workers Taxes paid 5,605,110.75 Other cash paid concerning operating 16,347,355.90 308,057.40 1,185,118.13 1,185,118.13 activities Subtotal of cash outflow arising from 40,106,475.07 508,257.40 1,421,118.13 1,421,118.13 operating activities Net cash flows arising from operating -7,763,305.97 -27,362.80 4,613.92 4,600.00 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, 967,298.00 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 967,298.00 activities Cash paid for purchasing fixed, 316,210.41 intangible and other 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 316,210.41 12 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) outflow from investing activities Net cash flows arising from investing 651,087.59 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 14,800,000.00 loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 14,800,000.00 activities Cash paid for 14,900,000.00 settling debts Cash paid for dividend and profit 283,616.44 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing 15,183,616.44 activities Net cash flows arising from financing -383,616.44 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash -7,495,834.82 -27,362.80 4,613.92 4,600.00 and cash equivalents 13 Chengde Dalu Co., Ltd. The Third Quarterly Report for 2011 (Full-text) Add: Balance of cash and cash equivalents 9,723,008.25 37,197.70 58,256.11 16,900.44 at the period -begin VI. Balance of cash and cash equivalents at the 2,227,173.43 9,834.90 62,870.03 21,500.44 period -end 4.5 Auditor’s report Auditor’s opinions: Un-audited 14