承德大路股份有限公司 2012 年半年度报告摘要 Summary of Semi-annual Report 2012 I Important Notice Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Chengde Dalu Co., Ltd. (hereinafter referred to as the Company) 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. All directors are attending the Meeting for deliberation and approval for the semi-annual report. Financial report of this semi-annual repot has not been audited by CPA. Lin Lixin, person in charge of the Company, Zhao Yongsheng, person in charge of accounting works and Liu Guofeng, person in charge of accounting institution (accounting officer) hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2012. II. Company Profile (I) Company information Short form for A-share Code for A-share Listing stock exchange Shenzhen Stock Exchange Secretary of the Board Representative of security affairs Name Lin Lixin Xiabancheng Town, Chengde Contact adds. County, Hebei Tel. 0314-3115048 Fax. 0314-3111475 E-mail llx5048@126.com (II) Major accounting data and financial indexes 1. Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not □yes √ no Increase/decrease in this End of this period End of last period period-end over that of last period-end (%) Total assets(RMB) 222,919,812.62 219,022,670.81 1.78% Owners’ equity attributable to shareholders of the listed -39,587,020.07 -23,882,038.57 -65.76% company(RMB) Share capital(Share) 706,320,000.00 706,320,000.00 Net assets per share attributable to shareholder of listed company -0.056 -0.034 -65.76% (RMB/ Share) 1 承德大路股份有限公司 2012 年半年度报告摘要 Asset-liability ratio (%) 117.8% 110.01% 7.04% Increase/decrease in this Reporting period (Jan. Same period of last year period-end over that of to June) last period-end (%) Total business revenue(RMB) 481,640.00 21,250.00 2,166.54% Business profit(RMB) -7,711,444.59 -5,254,012.57 -46.77% Total profit(RMB) -17,630,458.39 -4,385,273.08 -302.04% Net profit attributable to shareholders of the listed company -15,704,981.50 -4,069,051.79 -285.96% (RMB) Net profit attributable to shareholders of the listed company -7,740,409.84 -4,937,791.28 -56.76% after deducting non-recurring gains and losses(RMB) Basic earnings per share -0.022 -0.006 -266.67% (RMB/Share) Diluted earnings per share -0.022 -0.006 -266.67% (RMB/Share) Weighted average ROE (%) Weighted average ROE after deducting non-recurring gains/losses (%) Net cash flow arising from operating 2,360,386.21 -20,647,074.69 111.43% activities(RMB) Net cash flow per share arising from 0.003 -0.029 111.43% operating activities (RMB/Share) Explanation on accounting data and financial index at period-end (stating adjustment explanation if there has retroactive adjustment) 2. Item with non-recurring gains/losses √applicable □Non-applicable The amount from the beginning of the year to Item with non-recurring gains/losses Note the end of the reporting period(RMB) Gains and losses from disposal of non-current -8,762,601.63 assets Tax refund or exemption out of authorization, with absence of official approval document or accidentally Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the Company, excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard) Fund occupation expenses received from non-financial enterprises that reckon into current gains/losses 2 承德大路股份有限公司 2012 年半年度报告摘要 Income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and joint ventures are lower than its share in fair value of net realizable assets of invested units Gains and losses from exchange of non-monetary assets Gains and losses from entrusted investment or management assets Various asset impairment reserve provided for force majeure, such as natural disaster; Gains/losses from debt reorganization Reorganization expenses, such as expenditure for allocation of employees and integration fee Gains and losses from excess of transaction which are conducted on a non-fair-valued basis over its fair value Current net gains and losses of subsidiaries occurred from combination under the same control commencing from period-begin to combination date Gains and losses from contingent events which has no relation with normal business of the Company Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Reversal of impairment reserve for account receivable with separate impairment testing gains/ losses from external entrustment loans Gains and losses arising from change of fair value of investment properties whose follow-up measurement are at fair value Affect upon current gains/losses arising from the one-off adjustment in subject to requirement of laws and rules in relation to taxation and accounting Income from entrusted custody operation Other non-operating income and expenditure -1,156,412.17 except the abovementioned Other item that satisfied the definition of non-recurring gains and losses Influenced amount of minority shareholders’ equity 1,954,442.14 Impact on income tax Total -7,964,571.66 -- 3. Difference of net profit and net assets disclosed in financial report based on IAS and CAS 3 承德大路股份有限公司 2012 年半年度报告摘要 □ Applicable √ Non-applicable 4. Difference of net profit and net assets disclosed in financial report based on foreign accounting standards and CAS □ Applicable √ Non-applicable III. Changes in Share Capital and Particular about Shareholders (I) Changes in share capital □ Applicable √ Non-applicable (II) Particulars about the shares held by the top ten shareholders and the ten top unrestricted shareholders ∕ circulation shareholders Particulars about the shares held by the top ten shareholders and the ten top circulation shareholders Total amount of shareholders 21,189 Particulars about the shares held by the top ten shareholders Proporti Amount of Shares pledged or frozen Amount of Shareholders (full Nature of on of the shares held at name) shareholders shares non-circulate Share status Amount period-end held (%) d shares held Domestic natur Wang Dong 29.49% 208,324,800 208,324,800 e person GUOTAI JUNAN Foreign legal SECURITIES(HONGK 9.84% 69,536,410 0 person ONG) LIMITED Domestic Shanghai Wanguo (H.K) non-state owned 3.6% 25,418,517 0 Securities legal person Domestic Chengde North non-state owned 2.62% 18,517,651 18,517,651 Industrial Corporation legal person Domestic nature Wang Zhengsong 1.89% 13,327,891 13,327,891 person Domestic nature Zhou Xiaomin 1.38% 9,778,106 0 person Domestic nature Yu Sanxi 1.24% 8,792,000 0 person Domestic nature Wang Wensheng 1.03% 7,258,007 0 person CORE PACIFIC-YAMAICHI Foreign legal 0.58% 4,101,958 0 INTERNATIONAL person (H.K.) LIMITED Liu Tingyu Domestic nature 0.5% 3,513,264 0 4 承德大路股份有限公司 2012 年半年度报告摘要 person Particulars about the shares held by the top ten circulation shareholders Amount of circulated Type/amount of shares Shareholders shares held Type Amount GUOTAI JUNAN 69,536,410 B-share 69,536,410 SECURITIES(HONGKONG) LIMITED Shanghai Wanguo (H.K) Securities 25,418,517 B-share 25,418,517 Zhou Xiaomin 9,778,106 B-share 9,778,106 Yu Sanxi 8,792,000 B-share 8,792,000 Wang Wensheng 7,258,007 B-share 7,258,007 CORE PACIFIC-YAMAICHI 4,101,958 B-share 4,101,958 INTERNATIONAL (H.K.) LIMITED Liu Tingyu 3,513,264 B-share 3,513,264 Peng Wei 2,978,525 B-share 2,978,525 Zhao Ziying 2,853,616 B-share 2,853,616 Li Siquan 1,726,133 B-share 1,726,133 Explanation on associated relationship among the top ten shareholders or (and) The Company is unknown whether there exists associated relationship consistent action or belongs to consistent actor regulated by “management method for acquisition of listed company” among the above said shareholders. (III) Changes of controlling shareholders and actual controller √applicable □Non-applicable Name of new controlling Wang Dong shareholder Date of new controlling 2012-04-06 shareholder changed Disclosure dated for new 2012-04-07 controlling shareholder changed Newspaper with new controlling Securities Times, Hong Kong Commercial Daily shareholder changed disclosed Name of new actual controller Wang Dong Date of new actual controller 2012-04-06 changed Disclosure dated for new actual 2012-04-07 controller changed Newspaper with new actual Securities Times, Hong Kong Commercial Daily controller changed disclosed Ⅳ. Directors, Supervisors and Senior Executives (I) Changes of shares held by directors, supervisors and senior executive Amount of Amount of Amount of Shares held Including: shares shares Shares held stock option at restricted Reasons for Name Title increase in decreased in at period-end held at period-begin( shares held changes this this period (Share) period-end Share) (Share) period(Share) (Share) (Share Lin Lixin Chairman and Secretary 5 承德大路股份有限公司 2012 年半年度报告摘要 of the Board Zhao Director, GM Yongsheng and CFO Cheng Ducai Director Independent Cao Guohua director Independent Fan Rong director Chairman of Xie Yu Supervisory Committee Wei Lei Supervisor Hao Staff 5,900 0 0 5,900 4,425 0 Guangxin supervisor Hu Wenxi Deputy GM Shi Bainian Deputy GM Assistant of Wang Xiashu GM V. Report of the Board of Directors (I) Statement of main business classified according to industries and products Unit: RMB Main business classified according to industries Increase or Increase or Increase or decrease of decrease of decrease of gross According to Operating Gross profit ratio operating revenue operating cost profit ratio over Operating cost industries revenue (%) over the last same over the last same the last same period of last year period of last year period of last year (%) (%) (%) - 0.00 0.00 0% 0% 0% 0% Main business classified according to products Increase or Increase or Increase or decrease of decrease of decrease of gross According to Operating Gross profit ratio operating revenue operating cost profit ratio over Operating cost products revenue (%) over the last same over the last same the last same period of last year period of last year period of last year (%) (%) (%) - 0.00 0.00 0% 0% 0% 0% Reasons for significant change of gross profit margin as compared to the same period of last year (II) Main business classified according to areas Unit: RMB Increase/decrease in revenue from Areas Operating revenue operations over the same period of last year (%) Domestic sales 0.00 0% Foreign sales 0.00 0% (III) Explanation on reasons of material changes in main operations and its structure □Applicable √Non-applicable (IV) Explanation on reasons of material changes in profitability (gross profit ratio) of main operations compared with that of last year □Applicable √Non-applicable (V) Analysis on reasons of material changes in profit structure compared with the previous year □Applicable √Non-applicable 6 承德大路股份有限公司 2012 年半年度报告摘要 (VI) Application of the raised proceeds 1. Statement of application of the raised proceeds □Applicable √Non-applicable 2. Statement of changes on projects invested by raised funds □Applicable √Non-applicable (VII) The modification of Board to the business plan for the second half of the year □Applicable √Non-applicable (VIII) Prediction of business performance from January – September 2012 Estimation on 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 on reason □Applicable √Non-applicable (IX) Explanation on “Qualified Opinion” from the Certified Public Accountants in the report period by the Board of Directors □Applicable √Non-applicable (X) Explanation of the Management on changes and disposal of the issues involved in “Qualified Opinion” from the Certified Public Accountants in the last year by the Board of Directors √Applicable □Non-applicable (I) Statement on audit report issued by CPA taking events-focused phase unqualified opinions We remind users of the financial sheet of the following things: 1. As saying as annotation IV 1(1) ③, Chengde Xingye Paper Co., Ltd was founded by Dalu Co., Ltd and (Hong Kong) Zhanxi International Group Co., Ltd, with register capital USD 250 million. Paid-up capital was USD 100 million, taking up 40% of register capital. Including, Dalu Co., Ltd invested USD 75 million (75% of equity) and (Hong Kong) Zhanxi International Group Co., Ltd invested USD 25 million (25% of equity). On Oct. 28 of 2002, Chinese external trade and economy corporation department (the previous Commerce Department) ruled in the Reply to Increasing Investment in Joint Chengde Xingye Paper Co., Ltd, WJMZEH [2001] No. 969. Register capital increased from USD 100 million to USD 250 million. The new register capital should be paid off within 3 years by both joint parties in accordance with methods issued in contract and Article of Association. Dalu and Zhanxi International hadn't paid the new register capital yet. According to verification from corporation registration department of Hong Kong government, (Hong Kong) Zhanxi International Group Co., Ltd had declared dis-incorporate on May 20 of 2005. On Apr. 23 of 2009, (2009) JXEZZ No. 44 of the Criminal Ruling Letter issued by superior people’s court of Hebei Province ruled that Chengde Xingye Paper actually was a faked foreign joint venture founded by previous shareholder of Dalu Co., Ltd Wang Shuxian in name of (Hong Kong) Zhanxi International Group Co., Ltd. 2. As saying as Note V 6, Chengde Dahua Paper Co., Ltd is joint venture of Dalu Co., Ltd with initial capital USD 5 million. After equity transfer and investment increase, its register capital increased to JPY 6.364 billion. The increasing part wasn’t verified by China PAC. For Chengde Dahua Paper didn’t submit 2007 annual documents about annual industrial and commercial check, on Apr. 28 of 2009 Chengde Industrial and Commercial Administration Bureau cancelled its operation certificate through administration penalty letter CGSCZ (2009) No. 75. 3. As saying as Note VII 3, Li Rui sued Dalu Co., Ltd and its subsidiary Chengde Rongyida Real Estate Development Co., Ltd for tort, calling for economic compensation RMB 15 million. This case was put into court for hearing on Apr. 20 of 2012, unanswered yet till Apr. 22 of 2012. 4. Till Dec. 31 of 2011, owners’ equity attributable to parent company of Dalu Co., Ltd was RMB -23,882,038.57. The Company didn’t gain main business income and its lasting operating ability was unsure. 7 承德大路股份有限公司 2012 年半年度报告摘要 This paragraph content won’t affect audit opinion which had been disclosed. (II) Aiming at emphasized events in audit opinion, the Board of Directors issued the following statements: The Board of Directors believed, there existed events focused on phase of unqualified opinion issued by Growe Horwath CPA (extraordinary general partner). Those were all historically left problem which won't create actual impact on operation of the Company. The Company concentrated hard on events stressed in audit report and is coordinating with related department about solution plan. As for the above lawsuits, the Company positively responded and disclosed the progress. On Jun. 29 of 2012, coordinating with Chengde Dixian Work Team, wholly owned subsidiary Chengde Rongyida Real Estate Development had reconciled with Li Rui. After restructure, main business production and operation of the Company couldn't be restored thus solving problems fundamentally. The Company rapidly promoted real estate projects and carried out main business projects. We believed that along with gradual stepping into normal track, the above concerning events could be solved one by one. VI. Significant Event (I) Assets acquisition, sales of assets and assets reorganization 1. Assets purchased or acquired □Applicable √Non-applicable Explanation on assets acquisition 2. Assets sold □Applicable √Non-applicable Explanation on assets sold 3. Progress of the events and their influence on the Company’s operating results and financial status in the report period after the Report on Assets Restructure or Public Notice on Acquisition and Sales of Assets being published □Applicable √Non-applicable (II) Guarantees □Applicable √Non-applicable (III) Non-operating current related credits and liabilities Whether have non-operating current related credits and liabilities or not □Yes □No (IV) Material lawsuits and arbitrations √Applicable □Non-applicable 1. On 17 April 2011, Chengde Medium People’s Court accepted creditor’s right dispute appealed by Wang Shuxian over Chengde Dalu Co., Ltd. The Company received Responding Notice Letter and Civil Lawsuit from Hebei Chengde Medium People’s Court. Prosecution asked the court to judge the respondent to pay back RMB 84,371,544.00 and litigation fee. Details could be seen from Significant Lawsuit Report disclosed on Securities Times, Hong Kong Commercial Daily and Juchao website http://www.cninfo.com.cn. Till reporting period-end, this case hadn’t been settled. 2. On Dec. 22 of 2012, to protect interest of the Company, the Company counterclaimed to Beijing Xicheng Area over that respondent Xu Xue intentionally fabricated information and spread fictional information and whistle-bowling to media which severally hurt reputation of the Company. The Company received ruling letter from the court in Mar. of 2012 with (2012) XMCZ No. 1093, rejecting lawsuit of Chengde Dalu Co., Ltd. The Company thought respondent intentionally concealed facts which had been answered thus impacted the court to make a fair justice. Thus we appealed to Beijing 1st Medium Peoples’ Court. In June of 2012, the Company received ruling letter 8 承德大路股份有限公司 2012 年半年度报告摘要 from the court with (2012) YZMZZ No. 6804, which cancelled judgment of Beijing Xicheng Area People’s Court and called them to hear this case. Till reporting period-end, this case has been in process. 3. On Dec. 5 of 2012, Chengde Medium People’s Court accepted lawsuit from Li Rui to wholly subsidiary Chengde Rongyida Real Estate Development and Chengde Dalu Co., Ltd over tort dispute. The Company received Responding Notice Letter and Civil Lawsuit from the court which showed prosecution asked the court to judge the respondent to pay back RMB 15,000,000 and litigation fee as well as appraisal cost. Rongyida counterclaimed it, requiring the court to reject requirements of Li Rui. We called the counterclaimed should pay deposit RMB 500,000 and penal sum in accordance with contract, compensate economic loss RMB 18,000,000, immediately stop excreting equipment and assume the litigation cost. In court hearing on Apr. 20 of 2012, Li Rui increased the lawsuit requirement to RMB 21,474,200 while Rongyida increased it to RMB 30,000,000. On June 29, 2012, with coordination of Chengde Dixian Work Team, Rongyida reconciled with Li Rui. Details could be seen from related reports disclosed on Securities Times, Hong Kong Commercial Daily and Juchao website http://www.cninfo.com.cn. (V) Other significant events and analysis of their influences and solution plan √Applicable □Non-applicable 1. The Company issued the Notice of Plan about Restructure and De-list of Major Assets on July 26 of 2012 (Notice No. 2012-048). We're planning restructure and de-list of major assets thus stock had been delisted on July 26 of 2012. On August 1, 8, 15 of 2012 we respectively issued Notice to Progress of Restructure and De-list of Major Assets (Notice No. 2012-050, 2012-052, 2012-055). On August 22, the Company issued Notice to Progress of Restructure of Major Assets and Postponing Re-listing (Notice No. 2012-0). The Company would disclose progress timely according to actual situation. 1. Security investment □Applicable √Non-applicable Explanation on security investment 2. Equity of other listed company held by the Company □Applicable √Non-applicable Explanation on equity of other listed company held by the Company 3. Fund occupation and progress of paying off □Applicable √Non-applicable Till end of reporting period, accountability plan proposed by the Board for completed no non-operational fund occupation from listed company □Applicable √Non-applicable 4. Implementation of commitments Commitments made by the Company and its directors, supervisors, senior executives, shareholders holding above 5% shares of the Company and actual controller in reporting period or extending to reporting period □Applicable √Non-applicable 5. Profit distribution of Board of Directors this time or preplan of capital reserve capitalizing □Applicable √Non-applicable 6. Items of other consolidated income Unit: RMB Amount occurred in the Amount occurred in Items report period last period 1. Gains(losses) from financial assets available for sales Less: Income tax influences from financial assets available for sales 9 承德大路股份有限公司 2012 年半年度报告摘要 Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 2. Shares in the other consolidated income of the investee calculated based on equity method Less: Income tax influences of shares in the other consolidated income of the investee calculated based on equity method Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 3. Gains(losses) from cash flow hedge instrument Less: Income tax influences from cash flow hedge Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Adjusted amount transferred to initial confirmed amount of the arbitraged items Subtotal 4. Differences from translating foreign currency financial statements Less: Net amount of disposing overseas business transferred to current gains/losses Subtotal 5. Others Less: Net amount of disposing overseas business transferred to current gains/losses Subtotal 5. Others Less: Net amount of disposing overseas business transferred to current gains/losses (VI)Registration form of receiving research, communication and interview in the report period Content discussed and Date Place Way Type Object documents provided Security department Telephone Government subsidy, no 2012-01-09 Individual Investor of the Company communication files provided Share reduction Security department Telephone 2012-01-23 Individual Investor information, no files of the Company communication provided Current situation of the Security department Telephone 2012-02-16 Individual Investor Company, no files of the Company communication provided Suspension event and Security department Telephone 2012-03-30 Individual Investor lawsuit progress, no files of the Company communication provided Security department Telephone Equity transfer and no 2012-04-09 Individual Investor of the Company communication files provided Security department Telephone Session transition of the 2012-04-12 Individual Investor of the Company communication Board, no files provided Security department Telephone Resume production and 2012-05-16 Individual Investor of the Company communication no files provided 10 承德大路股份有限公司 2012 年半年度报告摘要 Current situation of the Security department Telephone 2012-06-29 Individual Investor Company, no files of the Company communication provided VII. Financial Report (I) Auditing opinion Audited the semi-annual report or not □ Yes √No (II) Financial statement Whether consolidated statement or not: √Yes □No 1. Consolidated Balance Sheet Prepared by Chengde Dalu Co., Ltd Unit: RMB Items Note Balance at period-end Balance at period-begin Current assets: Monetary funds 1,571,028.20 5,517,692.29 Settlement provisions 0.00 0.00 Capital lent 0.00 0.00 Transaction finance asset 0.00 0.00 Notes receivable 0.00 0.00 Accounts receivable 0.00 0.00 Accounts paid in advance 20,488,196.25 21,059,096.25 Insurance receivable 0.00 0.00 Reinsurance receivables 0.00 0.00 Contract reserve of 0.00 0.00 reinsurance receivable Interest receivable 0.00 0.00 Dividend receivable 0.00 0.00 Other receivables 34,940,783.67 33,632,142.25 Purchase restituted 0.00 0.00 finance asset Inventories 56,505,152.59 39,698,800.27 Non-current asset due 0.00 0.00 within one year Other current assets 1,093,527.39 1,093,527.39 Total current assets 114,598,688.10 101,001,258.45 Non-current assets: Granted loans and 0.00 0.00 advances Finance asset available 0.00 0.00 for sales Held-to-maturity 0.00 0.00 investment Long-term account 0.00 0.00 receivable 11 承德大路股份有限公司 2012 年半年度报告摘要 Long-term equity 2,215,729.65 2,215,729.65 investment Investment real estate 0.00 0.00 Fixed assets 50,038,133.41 60,092,006.51 Construction in progress 6,721,818.00 6,721,818.00 Engineering material 0.00 0.00 Disposal of fixed asset 0.00 0.00 Productive biological asset Oil and gas asset 0.00 0.00 Intangible assets 23,891,528.51 24,202,279.25 Expense on Research and 0.00 0.00 Development Goodwill 0.00 0.00 Long-term expenses to be 320,976.00 356,640.00 apportioned Deferred income tax asset 0.00 0.00 Other non-current asset 25,132,938.95 24,432,938.95 Total non-current asset 108,321,124.52 118,021,412.36 Total assets 222,919,812.62 219,022,670.81 Current liabilities: Short-term loans 422,261.91 422,261.91 Loan from central bank 0.00 0.00 Absorbing deposit and 0.00 0.00 interbank deposit Capital borrowed 0.00 0.00 Transaction financial 0.00 0.00 liabilities Notes payable 0.00 0.00 Accounts payable 1,225,343.22 231,175.82 Accounts received in 54,821,272.50 30,028,613.02 advance Selling financial asset of 0.00 0.00 repurchase Commission charge and 0.00 0.00 commission payable Wage payable 6,176,635.66 6,707,882.20 Taxes payable 68,963,013.99 69,588,226.39 Interest payable 0.00 0.00 Dividend payable 0.00 0.00 Other accounts payable 113,498,698.64 116,572,501.13 Reinsurance payables 0.00 0.00 Insurance contract reserve 0.00 0.00 Security trading of agency 0.00 0.00 12 承德大路股份有限公司 2012 年半年度报告摘要 Security sales of agency 0.00 0.00 Non-current liabilities due 0.00 0.00 within 1 year Other current liabilities 0.00 0.00 Total current liabilities 245,107,225.92 223,550,660.47 Non-current liabilities: Long-term loans 6,801,600.00 6,801,600.00 Bonds payable 0.00 0.00 Long-term account 0.00 0.00 payable Special accounts payable 10,598,000.03 10,598,000.03 Projected liabilities 0.00 0.00 Deferred income tax 0.00 0.00 liabilities Other non-current 0.00 0.00 liabilities Total non-current liabilities 17,399,600.03 17,399,600.03 Total liabilities 262,506,825.95 240,950,260.50 Owner’s equity (or shareholders’ equity): Paid-up capital (or share 706,320,000.00 706,320,000.00 capital) Capital public reserve 450,765,443.10 450,765,443.10 Less: Inventory shares 0.00 0.00 Reasonable reserve 0.00 0.00 Surplus public reserve 76,791,550.17 76,791,550.17 Provision of general risk 0.00 0.00 Retained profit -1,273,464,013.34 -1,257,759,031.84 Balance difference of 0.00 0.00 foreign currency translation Total owner’s equity -39,587,020.07 -23,882,038.57 attributable to parent company Minority interests 6.74 1,954,448.88 Total owner’s equity(or -39,587,013.33 -21,927,589.69 shareholders’ equity) Total liabilities and owner’s 222,919,812.62 219,022,670.81 equity(or shareholders’ equity) 2. Balance Sheet of parent company Unit: RMB Items Note Balance at period-end Balance at period-begin Current assets: Monetary funds 4,019.80 4,019.80 Transaction finance asset 0.00 0.00 Notes receivable 0.00 0.00 13 承德大路股份有限公司 2012 年半年度报告摘要 Accounts receivable 0.00 0.00 Accounts paid in advance 20,084,632.25 20,084,632.25 Interest receivable 0.00 0.00 Dividend receivable 0.00 0.00 Other receivables 564,846.74 350,389.52 Inventories 0.00 0.00 Non-current asset due 0.00 0.00 within one year Other current assets 0.00 0.00 Total current assets 20,653,498.79 20,439,041.57 Non-current assets: Finance asset available for 0.00 0.00 sales Held-to-maturity 0.00 0.00 investment Long-term account 0.00 0.00 receivable Long-term equity 58,925,880.26 58,925,880.26 investment Investment real estate 0.00 0.00 Fixed assets 0.00 0.00 Construction in progress 0.00 0.00 Engineering material 0.00 0.00 Disposal of fixed asset 0.00 0.00 Productive biological 0.00 0.00 asset Oil and gas asset 0.00 0.00 Intangible assets 0.00 0.00 Expense on Research and 0.00 0.00 Development Goodwill 0.00 0.00 Long-term expenses to be 0.00 0.00 apportioned Deferred income tax asset 0.00 0.00 Other non-current asset 0.00 0.00 Total non-current asset 58,925,880.26 58,925,880.26 Total assets 79,579,379.05 79,364,921.83 Current liabilities: Short-term loans 422,261.91 422,261.91 Transaction financial 0.00 0.00 liabilities Notes payable 0.00 0.00 Accounts payable 218,802.27 218,802.27 Accounts received in 0.00 0.00 14 承德大路股份有限公司 2012 年半年度报告摘要 advance Wage payable 38,587.58 489,639.20 Taxes payable -44,092.73 169,855.54 Interest payable 0.00 0.00 Dividend payable 0.00 0.00 Other accounts payable 103,332,356.54 101,813,353.28 Non-current liabilities due 0.00 0.00 within 1 year Other current liabilities 0.00 0.00 Total current liabilities 103,967,915.57 103,113,912.20 Non-current liabilities: Long-term loans 0.00 0.00 Bonds payable 0.00 0.00 Long-term account 0.00 0.00 payable Special accounts payable 98,000.03 98,000.03 Projected liabilities 0.00 0.00 Deferred income tax 0.00 0.00 liabilities Other non-current 0.00 0.00 liabilities Total non-current liabilities 98,000.03 98,000.03 Total liabilities 104,065,915.60 103,211,912.23 Owner’s equity (or shareholders’ equity): Paid-up capital (or share 706,320,000.00 706,320,000.00 capital) Capital public reserve 449,365,886.69 449,365,886.69 Less: Inventory shares 0.00 0.00 Reasonable reserve 0.00 0.00 Surplus public reserve 76,791,550.17 76,791,550.17 Retained profit -1,256,963,973.41 -1,256,324,427.26 Balance difference of 0.00 0.00 foreign currency translation Total owner’s equity(or -24,486,536.55 -23,846,990.40 shareholders’ equity) Total liabilities and owner’s 79,579,379.05 79,364,921.83 equity(or shareholders’ equity) 3. Consolidated Profit Statement Unit: RMB Items Note Amount in this period Amount in last period I. Total operating income 481,640.00 21,250.00 Including: Operating income 15 承德大路股份有限公司 2012 年半年度报告摘要 Interest income Insurance gained Commission charge and commission income II. Total operating cost 8,193,084.59 5,275,262.57 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 49,187.20 10,295.16 extras Sales expenses Administration 6,493,740.82 5,260,118.42 expenses Financial expenses 1,650,156.57 4,848.99 Losses of 0.00 0.00 devaluation of asset Add: Changing income of fair value(Loss is listed with 0.00 0.00 “-”) Investment 0.00 0.00 income (Loss is listed with “-”) Including: Investment income on 0.00 0.00 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is -7,711,444.59 -5,254,012.57 listed with “-”) Add: Non-operating 0.00 1,021,011.00 income Less: Non-operating 9,919,013.80 152,271.51 expense Including: 8,762,601.63 0.00 Disposal loss of non-current 16 承德大路股份有限公司 2012 年半年度报告摘要 asset IV. Total Profit (Loss is listed -17,630,458.39 -4,385,273.08 with “-”) Less: Income tax expense 28,965.25 3,500.64 V. Net profit (Net loss is listed -17,659,423.64 -4,388,773.72 with “-”) Including: net profit realized before consolidation 0.00 0.00 by mergered party Net profit attributable to -15,704,981.50 -4,069,051.79 owner’s of parent company Minority shareholders’ -1,954,442.14 -319,721.93 gains and losses VI. Earnings per share -- -- i. Basic earnings per share -0.022 -0.006 ii. Diluted earnings per -0.022 -0.006 share VII. Other consolidated 0.00 0.00 income VIII. Total comprehensive -17,659,423.64 -4,388,773.72 income Total consolidated income attributable to owners of parent -15,704,981.50 -4,069,051.79 company Total consolidated income attributable to minority -1,954,442.14 -319,721.93 shareholders The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a same control. 4. Profit Statement of parent company Unit: RMB Items Note Amount in this period Amount in last period I. Operating income Less: operating cost 0.00 0.00 Operating tax and extras Sales expenses Administration 639,530.65 171,257.42 expenses Financial expenses 15.50 15.50 Losses of 0.00 0.00 devaluation of asset Add: Changing income of fair value(Loss is listed with 0.00 0.00 “-”) Investment income 0.00 0.00 (Loss is listed with “-”) Including: Investment 0.00 0.00 17 承德大路股份有限公司 2012 年半年度报告摘要 income on affiliated company and joint venture II. Operating profit (Loss is -639,546.15 -171,272.92 listed with “-”) Add: Non-operating income 0.00 0.00 Less: Non-operating expense 0.00 2,271.51 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed -639,546.15 -173,544.43 with “-”) Less: Income tax expense IV. Net profit (Net loss is listed -639,546.15 -173,544.43 with “-”) V. Earnings per share -- -- i. Basic earnings per share -0.0009 -0.0002 ii. Diluted earnings per -0.0009 -0.0002 share VI. Other consolidated income 0.00 0.00 VII. Total comprehensive -639,546.15 -173,544.43 income 5. Consolidated Cash Flow Statement Unit: RMB Items Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 25,081,497.08 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 18 承德大路股份有限公司 2012 年半年度报告摘要 borrowed Net increase of returned business capital Write-back of tax received Other cash received 2,131,881.19 2,292,951.24 concerning operating activities Subtotal of cash inflow arising 27,213,378.27 2,292,951.24 from operating activities Cash paid for purchasing commodities and receiving labor 14,998,621.22 1,751,364.70 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 and 1,270,834.36 280,550.00 workers Taxes paid 3,245,986.75 3,465,899.30 Other cash paid concerning 5,337,549.73 17,442,211.93 operating activities Subtotal of cash outflow arising 24,852,992.06 22,940,025.93 from operating activities Net cash flows arising from 2,360,386.21 -20,647,074.69 operating 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 967,298.00 other long-term assets Net cash received from disposal of subsidiaries and other 0.00 0.00 units Other cash received concerning 0.00 0.00 investing activities Subtotal of cash inflow from 0.00 967,298.00 investing activities 19 承德大路股份有限公司 2012 年半年度报告摘要 Cash paid for purchasing fixed, intangible and other 102,569.50 long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from 0.00 0.00 subsidiaries and other units Other cash paid concerning 700,000.00 0.00 investing activities Subtotal of cash outflow from 802,569.50 0.00 investing activities Net cash flows arising from -802,569.50 967,298.00 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 13,000,000.00 Cash received from issuing bonds Other cash received 0.00 0.00 concerning financing activities Subtotal of cash inflow from 0.00 13,000,000.00 financing activities Cash paid for settling debts 2,283,616.44 Cash paid for dividend and profit distributing or interest 2,414,480.80 paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning 3,090,000.00 0.00 financing activities Subtotal of cash outflow from 5,504,480.80 2,283,616.44 financing activities Net cash flows arising from -5,504,480.80 10,716,383.56 financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -3,946,664.09 -8,963,393.13 equivalents Add: Balance of cash and 5,517,692.29 9,723,008.25 cash equivalents at the period 20 承德大路股份有限公司 2012 年半年度报告摘要 -begin VI. Balance of cash and cash 1,571,028.20 759,615.12 equivalents at the period -end 6. Cash Flow Statement of parent company Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services Write-back of tax received Other cash received concerning operating 283,269.76 337,509.50 activities Subtotal of cash inflow arising from operating 283,269.76 337,509.50 activities Cash paid for purchasing commodities and receiving labor service Cash paid to/for staff and workers 17,900.00 93,600.00 Taxes paid 50.00 Other cash paid concerning operating 265,319.76 247,722.30 activities Subtotal of cash outflow arising from operating 283,269.76 341,322.30 activities Net cash flows arising from operating activities 0.00 -3,812.80 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 0.00 0.00 activities Subtotal of cash inflow from investing activities 0.00 0.00 Cash paid for purchasing fixed, intangible and other long-term assets Cash paid for investment Net cash received from subsidiaries and other units Other cash paid concerning investing 0.00 0.00 activities Subtotal of cash outflow from investing 0.00 0.00 activities Net cash flows arising from investing activities 0.00 0.00 III. Cash flows arising from financing activities Cash received from absorbing investment 21 承德大路股份有限公司 2012 年半年度报告摘要 Cash received from loans Cash received from issuing bonds Other cash received concerning financing 0.00 0.00 activities Subtotal of cash inflow from financing activities 0.00 0.00 Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Other cash paid concerning financing 0.00 0.00 activities Subtotal of cash outflow from financing 0.00 0.00 activities Net cash flows arising from financing activities 0.00 0.00 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 0.00 -3,812.80 Add: Balance of cash and cash equivalents at 4,019.80 37,197.70 the period -begin VI. Balance of cash and cash equivalents at the 4,019.80 33,384.90 period -end 7. Consolidated Statement on Changes of Owners' Equity Amount in this period Unit: RMB Amount in this period Owners' equity attributable to the parent company Items Paid-up General Total Less: Reasona Minority’s capital Capital Surplus risk Retaine owners’ Treasur ble Others equity (Share reserves reserves provisio d profit equity y Stock reserve capital) n -1,257,7 I. Balance at the end of last 706,320 450,765, 76,791, 1,954,448 -21,927,58 59,031.8 year ,000.00 443.10 550.17 .88 9.69 4 Add: Changes of accounting policy Error correction of the last period Others -1,257,7 II. Balance at the beginning of 706,320 450,765, 76,791, 1,954,448 -21,927,58 59,031.8 this year ,000.00 443.10 550.17 .88 9.69 4 III. Increase/ Decrease in this year (Decrease is listed with'"-") -15,704, -1,954,44 -17,659,42 (i) Net profit 981.50 2.14 3.64 (ii) Other consolidated income -15,704, -1,954,44 -17,659,42 Subtotal of (i)and (ii) 981.50 2.14 3.64 (III) Owners' devoted and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased capital 22 承德大路股份有限公司 2012 年半年度报告摘要 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.Withdrawal of surplus 0.00 reserves 2.Withdrawal of general risk 0.00 provisions 3.Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1.Capital reserves conversed to capital (share capital) 2.Surplus reserves conversed to capital (share capital) 3.Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 0.00 1.Withdrawal in this period 2.Usage in this period (VII) Other -1,273,4 IV. Balance at the end of the 706,320 450,765, 76,791, -39,587,01 64,013.3 6.74 report period ,000.00 443.10 550.17 3.33 4 Amount in last period Unit: RMB Amount in last period Owners' equity attributable to the parent company Paid-up General Total Items Less: Reasona Minority’s capital Capital Surplus risk Retaine owners’ Treasur ble Others equity (Share reserves reserves provisio d profit equity y Stock reserve capital) n -1,261,4 I. Balance at the end of last 706,320, 450,765, 76,791, 2,869,338 -24,655,90 02,234.3 year 000.00 443.10 550.17 .07 2.96 0 Add: retroactive adjustment arising from enterprise consolidation under the same control Add: Changes of accounting policy Error correction of the last period Others -1,261,4 II. Balance at the beginning of 706,320, 450,765, 76,791, 2,869,338 -24,655,90 02,234.3 this year 000.00 443.10 550.17 .07 2.96 0 III. Increase/ Decrease in this 3,643,20 -914,889. 2,728,313. year (Decrease is listed 2.46 19 27 23 承德大路股份有限公司 2012 年半年度报告摘要 with'"-") 3,643,20 -914,889. 2,728,313. (i) Net profit 2.46 19 27 (ii) Other consolidated income 3,643,20 -914,889. 2,728,313. Subtotal of (i)and (ii) 2.46 19 27 (III) Owners' devoted and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.Withdrawal of surplus 0.00 reserves 2.Withdrawal of general risk 0.00 provisions 3.Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1.Capital reserves conversed to capital (share capital) 2.Surplus reserves conversed to capital (share capital) 3.Remedying loss with surplus reserve 4.Others (VI) Reasonable reserve 1.Withdrawal in this period 2.Usage in this period (VII) Other -1,257,7 IV. Balance at the end of the 706,320, 450,765, 76,791, 1,954,448 -21,927,58 59,031.8 report period 000.00 443.10 550.17 .88 9.69 4 8. Statement on Changes of Owners' Equity of Parent Company Amount in this period Unit: RMB Amount in this period Paid-up Item Less: General Total capital Capital Reasonable Surplus Retained Treasury risk owners’ (Share reserves reserve reserves profit Stock reserve equity capital) 706,320,00 449,365,88 76,791,550 -1,256,324, -23,846,99 I. Balance at the end of last year 0.00 6.69 .17 427.26 0.40 Add: Changes of accounting policy Error correction of the last period Others 24 承德大路股份有限公司 2012 年半年度报告摘要 II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,256,324, -23,846,99 this year 0.00 6.69 .17 427.26 0.40 III. Increase/ Decrease in this year (Decrease is listed with'"-") -639,546.1 -639,546.1 (i) Net profit 5 5 (ii) Other consolidated income -639,546.1 -639,546.1 Subtotal of (i)and (ii) 5 5 (III) Owners' devoted and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 0.00 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the 706,320,00 449,365,88 76,791,550 -1,256,963, -24,486,53 report period 0.00 6.69 .17 973.41 6.55 Amount in last year Unit: RMB Amount in last year Paid-up Less: General Total Item capital Capital Reasonabl Surplus Retained Treasury risk owners’ (Share reserves e reserve reserves profit Stock reserve equity capital) 706,320,00 449,365,88 76,791,550 -1,271,759, -39,281,78 I. Balance at the end of last year 0.00 6.69 .17 225.93 9.07 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,271,759, -39,281,78 this year 0.00 6.69 .17 225.93 9.07 25 承德大路股份有限公司 2012 年半年度报告摘要 III. Increase/ Decrease in this year (Decrease is listed with'"-") 15,434,798 15,434,798 (i) Net profit .67 .67 (ii) Other consolidated income 15,434,798 15,434,798 Subtotal of (i)and (ii) .67 .67 (III) Owners' devoted and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the 706,320,00 449,365,88 76,791,550 -1,256,324, -23,846,99 report period 0.00 6.69 .17 427.26 0.40 (III) Notes to financial statement 1. Changes of main accounting policy and accounting estimation as well as accounting errors modification and figures (1) Changes of accounting policy Is there any change on accounting policy in reporting period? □ Yes √ No (2) Changes of accounting estimation Is there any change on main accounting estimation in reporting period? □ Yes √ No (3) Accounting errors modification Is there has previous accounting errors modified in reporting period? □ Yes √ No 26 承德大路股份有限公司 2012 年半年度报告摘要 2. Reasons of consolidation range changed in aspect of consolidation statement 3. If Non-standard Unqualified Opinion is supplied, list the related notes to the matters involved. 27