Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) Chengde Dalu Co., Ltd. The First Quarterly Report for 2012 (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 Yan Qizhong, 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 At the end of the report At the period-end of the Changes of period last year increase/decrease (%) Total assets (RMB) 222,143,456.45 219,022,670.81 1.42% Owners’ equity attributable to shareholders of the listed company -26,929,187.71 -23,882,038.57 -12.76% (RMB) Total share capital (Share) 706,320,000.00 706,320,000.00 0.00% Net asset per share attributable to shareholders of listed company -0.038 -0.034 -12.76% (RMB/Share) The same period of last Changes of In the report period year increase/decrease (%) Total operating income (RMB) 263,950.00 0.00 0.00% Net profit attributable to shareholders of -3,047,149.14 -1,933,932.15 -57.56% the listed company (RMB) Net cash flow arising from operating 3,138,746.49 20,118.66 15,501.17% activities (RMB) Net cash flow arising from operating 0.004 0.00003 13,233.33% activities per share (RMB/Share) Basic earnings per share (RMB/Share) -0.0043 -0.003 -43.33% Diluted earnings per share (RMB/Share) -0.0043 -0.003 -43.33% Weighted average return on equity (%) 0.00% 0.00% 0.00% Weighted average return on equity after deducting non-recurring gains and losses 0.00% 0.00% 0.00% (%) Item of non-recurring gains/losses √Applicable □Inapplicable Unit: RMB Amount from year-begin Remarks (If Items of non-recurring gains and losses to period-end applicable) Other non-operating income and expenditure except -54,412.17 for the aforementioned items Total -54,412.17 - 1 Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) 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 22,448 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) 60,340,849 shares LIMITED Domestically listed foreign Shanghai H.K. Wangguo Securities 26,978,492 shares Domestically listed foreign Zhou Xiaomin 9,654,111 shares Domestically listed foreign Yu Sanxi 8,792,000 shares Domestically listed foreign Wang Wensheng 7,258,007 shares Domestically listed foreign Peng Wei 2,978,525 shares Domestically listed foreign Zhao Ziying 2,821,916 shares Domestically listed foreign Liu Tingyu 2,743,764 shares Domestically listed foreign Li Siquan 1,726,133 shares Domestically listed foreign Li Youhe 1,582,900 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 Monetary fund: amount at period-end decrease 3,065,734.31 yuan over that of period-begin with a 55.56% down. Mainly due to the construction amount paid for development of real estate project by subsidiary; Inventory: amount at period-end increase 5,451,500.00 yuan over that of period-begin with a 13.73% up. Mainly because real estate project of the subsidiary has not completed till end of this period; Account received in advance: amount at period-end increase 12,471,037.08 yuan over that of period-begin with a 41.53% up. Mainly because house sales in advance of real estate project increased; Net profit attributable to shareholders of listed company: a y-o-y down of 1,113,216.99 yuan with a 57.56% down. Mainly because vary expenses are increased in this period; Net cash flow arising from operation activities: a y-o-y growth of 3,118,627.83 yuan with a 15,501.17% up. Mainly because real estate project of the subsidiary has sold in advance; 3.2 Analysis and explanation of significant events and their influence and solutions 3.2.1 Particular about Qualified Opinion √Applicable □Inapplicable 2 Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) In 2011, the Crowe Horwath CPA (special general partnership) carried out qualified auditor’s report with paragraph of emphasized matters for the Company. Emphasis events: Attention for user of financial statement: 1. As stated in 1(1) ③ of Note IV., Chengde Xingye Papermaking Co., Ltd., was established jointly by Dalu Co., Ltd. and H.K Century Win International Holding Ltd in 2001 with registered capital of USD 250 million and paid-in capital of USD100 million. Capital investment from shareholders occupied 40% of registered capital, consisting USD 75 million (a 75% in equity) invested by the Company and USD 25 million (a 25% in equity) invested by H.K Century Win International Holding Ltd. On 28 October 2002, regulated by “Reply of Capital Increase for Joint Venture of Chengde Xingye Papermaking Co., ltd.” WJMZ EH[2001] No. 969 issued by Ministry of Foreign Trade & Economic Cooperation, PRC (former Ministry of Commerce), register capital will increase to USD 250 million from USD 100 million, the capital increased fro investment should paid-up within 3 years since changes of the business license, by means regulated in contract and article of association, agreed by tow parties. Increase register capital of Chengde Xingye Papermaking Co., ltd are not paid in total by Dalu Co., Ltd. and H.K Century Win International Holding Ltd on time. 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 7 (3), Li Rui brings a suit against Chengde Rongyida Real Estate Development Co., Ltd, subsidiary of Dalu Company and Chengda Dalu Co., Ltd. for infringement. And claim for money consideration of 15 million yuan, the case open a court session dated 20 April 2012 and no ruling results till end of 22 April 2012. 4. Ended as 31 December 2011, owners’ equity attributable to parent company for Dalu Co., Ltd. amounting as -23,882,038.57 yuan; no main business income obtained for year of 2010 and 2011with uncertainty for sustainable operation ability. The statement of the above paragraphs has no effect on the expressed audit opinion. The board of directors thought that, the proceedings involved in unqualified opinions with paragraph of emphasized matters provided by Crowe Horwath CPA (special general partnership) 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. Concerning the above said lawsuits, the Company will response to suits proactively and released relevant progress of lawsuits on time. The lawsuits will be solved one by one while the Company back to right track gradually. 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 Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) 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 3.5.2 Registration form for receiving research, communication and interview in the report period Type of Reception Contents discussed and Date Place Method reception object materials supplied Securities Telephone Subsidy of the Company, 2012-01-06 Department of communicatio Individual Investors no material provided the Company n Securities Telephone Performance in 2011 and 2012-01-18 Department of communicatio Individual Investors provided the prediction the Company n notice on performance Securities Telephone Current status of the 2012-02-19 Department of communicatio Individual Investors Company, no material the Company n provided Securities Telephone Progress of lawsuit of the 2012-03-23 Department of communicatio Individual Investors Company, no material the Company n provided Securities Telephone Suspension of the 2012-03-30 Department of communicatio Individual Investors Company, no material the Company n 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, 2012 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 2,451,957.98 4,019.80 5,517,692.29 4,019.80 Settlement provisions Capital lent Transaction finance 4 Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) asset Notes receivable Accounts receivable Accounts paid in 21,062,496.25 20,084,632.25 21,059,096.25 20,084,632.25 advance Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 34,544,427.80 560,037.07 33,632,142.25 350,389.52 Purchase restituted finance asset Inventories 45,150,300.27 39,698,800.27 Non-current asset due within one year Other current assets 1,093,527.39 1,093,527.39 Total current assets 104,302,709.69 20,648,689.12 101,001,258.45 20,439,041.57 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 59,366,716.28 60,092,006.51 Construction in progress 6,721,818.00 6,721,818.00 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 24,046,903.88 24,202,279.25 Expense on Research and Development Goodwill Long-term expenses to 356,640.00 356,640.00 be apportioned Deferred income tax asset Other non-current asset 25,132,938.95 24,432,938.95 Total non-current asset 117,840,746.76 58,925,880.26 118,021,412.36 58,925,880.26 5 Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) Total assets 222,143,456.45 79,574,569.38 219,022,670.81 79,364,921.83 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 131,175.82 218,802.27 231,175.82 218,802.27 Accounts received in 42,499,650.10 30,028,613.02 advance Selling financial asset of repurchase Commission charge and commission payable Wage payable 6,347,882.20 129,639.20 6,707,882.20 489,639.20 Taxes payable 69,316,914.62 -34,675.85 69,588,226.39 169,855.54 Interest payable Dividend payable Other accounts payable 111,295,122.36 102,732,936.89 116,572,501.13 101,813,353.28 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 230,013,007.01 103,468,964.42 223,550,660.47 103,113,912.20 Non-current liabilities: Long-term loans 6,801,600.00 6,801,600.00 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 liabilities 17,399,600.03 98,000.03 17,399,600.03 98,000.03 Total liabilities 247,412,607.04 103,566,964.45 240,950,260.50 103,211,912.23 Owner’s equity (or shareholders’ equity): 6 Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) Paid-in capital (or share 706,320,000.00 706,320,000.00 706,320,000.00 706,320,000.00 capital) Capital public reserve 450,765,443.10 449,365,886.69 450,765,443.10 449,365,886.69 Less: Inventory shares Reasonable reserve Surplus public reserve 76,791,550.17 76,791,550.17 76,791,550.17 76,791,550.17 Provision of general risk Retained profit -1,260,806,180.98 -1,256,469,831.93 -1,257,759,031.84 -1,256,324,427.26 Balance difference of foreign currency translation Total owner’s equity attributable to parent -26,929,187.71 -23,992,395.07 -23,882,038.57 -23,846,990.40 company Minority interests 1,660,037.12 1,954,448.88 Total owner’s equity -25,269,150.59 -23,992,395.07 -21,927,589.69 -23,846,990.40 Total liabilities and owner’s 222,143,456.45 79,574,569.38 219,022,670.81 79,364,921.83 equity 4.2 Profit statement Prepared by Chengde Dalu Co., Ltd. Jan.-Mar. 2012 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 263,950.00 0.00 0.00 0.00 Including: Operating income 263,950.00 0.00 0.00 0.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 3,524,961.23 145,404.67 2,183,903.58 146,861.28 Including: Operating cost 0.00 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 41,994.50 Sales expenses Administration 3,239,103.74 145,389.17 2,182,908.24 145,861.28 expenses Financial expenses 243,862.99 15.50 995.34 Losses of devaluation of asset Add: Changing income 7 Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) 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 (Loss -3,261,011.23 -145,404.67 -2,183,903.58 -146,861.28 is listed with “-”) Add: Non-operating -4,448.77 -4,448.77 income Less: Non-operating 54,412.17 -2,044.00 -2,044.00 expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is -3,315,423.40 -145,404.67 -2,186,308.35 -149,266.05 listed with “-”) Less: Income tax 26,137.50 V. Net profit (Net loss is -3,341,560.90 -145,404.67 -2,186,308.35 -149,266.05 listed with “-”) Net profit attributable to owner’s equity of parent -3,047,149.14 -145,404.67 -1,933,932.15 -149,266.05 company Minority shareholders’ -294,411.76 -252,376.20 gains and losses VI. Earnings per share i. Basic earnings per share -0.0043 -0.003 ii. Diluted earnings per share -0.0043 -0.003 VII. Other consolidated income VIII. Total consolidated -3,341,560.90 -145,404.67 -2,186,308.35 -149,266.05 income Total consolidated income attributable to owners of -3,047,149.14 -145,404.67 -1,933,932.15 -149,266.05 parent company Total consolidated income attributable to minority -294,411.76 -252,376.20 shareholders Concerning the enterprise consolidation under common control occurred in the period; the mergered party realized net profit before consolidation amounting to RMB00.00. 4.3 Cash flow statement Prepared by Chengde Dalu Co., Ltd. Jan.-Mar. 2012 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 12,734,987.08 providing labor services Net increase of customer deposit and interbank deposit 8 Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) 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 15,514.80 167,206.16 170,365.26 170,360.60 activities Subtotal of cash inflow arising from operating 12,750,501.88 167,206.16 170,365.26 170,360.60 activities Cash paid for purchasing commodities and 5,551,500.00 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 Cash paid for bonus of guarantee slip Cash paid to/for staff 504,000.00 69,200.00 69,200.00 and workers Taxes paid 1,899,073.50 50.00 Other cash paid concerning operating 1,657,181.89 167,156.16 81,046.60 81,046.60 activities Subtotal of cash outflow arising from operating 9,611,755.39 167,206.16 150,246.60 150,246.60 activities Net cash flows arising 3,138,746.49 0.00 20,118.66 20,114.00 from operating activities 9 Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) 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 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 700,000.00 activities Subtotal of cash outflow 700,000.00 from investing activities Net cash flows arising -700,000.00 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 distributing or 2,414,480.80 interest paying Including: Dividend and 10 Chengde Dalu Co., Ltd. First Quarterly Report 2012(Full Text) profit of minority shareholder paid by subsidiaries Other cash paid concerning financing 3,090,000.00 activities Subtotal of cash outflow 5,504,480.80 from financing activities Net cash flows arising -5,504,480.80 from financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and -3,065,734.31 0.00 20,118.66 20,114.00 cash equivalents Add: Balance of cash and cash equivalents at the 5,517,692.29 4,019.80 58,256.11 16,900.44 period -begin VI. Balance of cash and cash 2,451,957.98 4,019.80 78,374.77 37,014.44 equivalents at the period -end 4.4 Auditor’ report Auditor’s opinions: Un-audited 11