Stock Code: 200468 Short Form of the Stock: NJ TEL B Notice No.: 2012-025 Nanjing Putian Telecommunications Co., Ltd. Summary of Semi-Annual Report 2012 I. Important Notes The Board of Directors and its directors, Supervisory Committee and its supervisors, senior executives of Nanjing Putian Telecommunications Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no false recordation, misleading statements or material omissions carried in this report, and shall take all responsibilities, individually and/or jointly, for the reality, accuracy and completeness of the whole contents. Except for the follow directors, others are present the meeting of the Board for deliberating the semi-annual report of the Company Name of director not Title of director not Reasons for absent Trustee attended in person attended in person Sun Liang Chairman of the BOD Due to official business Huang Haodong Li Ying Director Due to official business Han Shu Ding Haiyan Independent Director Due to official business Zheng Aimei Financial report of this semi-annual repot has not been audited by CPA. Mr. Sun Liang, Chairman of the Company, General Manager Ms. Wang Hong and Chief Accountant Mr. Shi Lian hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2012. II. Basic Information of the Company (I) Company profile Short form for B-share NJ TEL B Code for B-share 200468 Listing stock exchange Shenzhen Stock Exchange Secretary of the Board Rep. of security affairs Name Zhang Shenwei Xiao Hong No. 1 Putian Road, Qinhuai District No. 1 Putian Road, Qinhuai District Contact adds. Nanjing Jiangsu Province Nanjing Jiangsu Province Tel. 86-25-58962289 86-25-58962072 Fax. 86-25-52409954 86-25-52409954 E-mail zsw@postel.com.cn xiaohong@postel.com.cn (II) Major financial data and indexes 1. Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not □Yes √ No End of this report End of last period Increase/decrease in this report period 1 year-on-year (%) Total assets(RMB) 2,271,900,285.79 2,050,755,987.18 10.78% Owners’ equity attributable to shareholders of the listed 378,218,363.67 372,273,328.48 1.6% company(RMB) Share capital(Share) 215,000,000.00 215,000,000.00 0% Net assets per share attributable to shareholder of listed company 1.759 1.732 1.56% (RMB/ Share) Asset-liability ratio (%) 79.5% 77.62% 1.88% Increase/decrease in this Reporting period (Jan. Same period of last year report period to June) year-on-year (%) Total business revenue(RMB) 1,349,963,182.82 1,167,066,717.47 15.67% Business profit(RMB) 13,543,231.97 16,232,593.95 -16.57% Total profit(RMB) 14,366,427.62 17,513,563.03 -17.97% Net profit attributable to shareholders of the listed company 6,038,203.37 7,654,146.53 -21.11% (RMB) Net profit attributable to shareholders of the listed company 5,763,929.27 7,017,683.63 -17.87% after deducting non-recurring gains and losses(RMB) Basic earnings per share 0.028 0.036 -22.22% (RMB/Share) Diluted earnings per share 0.028 0.036 -22.22% (RMB/Share) Weighted average ROE (%) 1.61% 2.1% -0.49% Weighted average ROE after deducting non-recurring gains/losses 1.54% 1.93% -0.39% (%) Net cash flow arising from operating -28,209,564.55 -123,457,082.73 77.15% activities(RMB) Net cash flow per share arising from -0.131 -0.574 77.18% operating activities (RMB/Share) Explanation on previous major accounting data and financial indexes at period-end (filling the adjustment explanation if retroactive adjusted) 2. Items of non-recurring gains/losses √Applicable □Non applicable Amount from Items of non-recurring gains/losses year-begin to Note period-end (RMB) Gains and losses from disposal of non-current 275,457.62 assets Tax refund or exemption out of authorization, with absence of official approval document or accidentally 2 Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the Company, excluding the 779,939.18 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 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 1,030.00 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 -272,281.40 except the abovementioned 3 Other item that satisfied the definition of non-recurring gains and losses Influenced amount of minority shareholders’ equity 339,754.48 Impact on income tax 170,116.82 Total 274,274.10 -- 3. Difference of net profit and net assets disclosed in financial report based on IAS and CAS □ 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) Statement of shares held by top ten shareholders and the top ten shareholders with unrestricted conditions/circulate shareholders Statement of shares held by top 10 shareholders and top 10 shareholders with circulated shares held Total shareholders 14,246 Particulars about the shares held by the top ten shareholders Amount of Shares pledged or frozen Total amount of Shareholders (full Nature of Proporti the shares held at name) shareholders on (%) non-circulate Share status Amount period-end d shares held China Potevio Company State-owned legal pledged 0.00 53.49% 115,000,000 115,000,000 Limited person frozen 0.00 Foreign nature pe CHAN KEUNG 0.6% 1,289,600 0 rson ING ASIA PRIVATE Foreign legal 0.45% 959,199 0 BANK LIMITED person Domestic nature Wang Feifei 0.27% 588,008 0 person Domestic nature Shu Jianping 0.23% 500,500 0 person Domestic nature Gu Feng 0.21% 442,400 0 person Domestic nature Chen Chaofan 0.19% 416,979 0 person Domestic nature Yan Zengqing 0.19% 399,806 0 person Domestic nature Long Jianqiu 0.16% 340,000 0 person Domestic nature Zhao Guanghui 0.15% 331,550 0 person Particular about circulated shares held by top 10 shareholders Amount of circulated Type/amount of shares Shareholders shares held at period-end Type Amount CHAN KEUNG 1,289,600 B-share 1,289,600 ING ASIA PRIVATE BANK LIMITED 959,199 B-share 959,199 4 Wang Feifei 588,008 B-share 588,008 Shu Jianping 500,500 B-share 500,500 Gu Feng 442,400 B-share 442,400 Chen Chaofan 416,979 B-share 416,979 Yan Zengqing 399,806 B-share 399,806 Long Jianqiu 340,000 B-share 340,000 Zhao Guanghui 331,550 B-share 331,550 Liu Yunxiang 326,458 B-share 326,458 Among the top ten shareholders, China Potevio Company Limited is Explanation on associated relationship neither a related party nor a person acting in concert with the others. among the top ten shareholders or (and) It’s unknown by the Company whether there are related parties or consistent action persons acting in concert among the other shareholders. The Company does not know whether there are related parities or persons acting in concert among the top ten holders of tradable shares. (III) Changes of controlling shareholders and actual controller □applicable √Non-applicable IV. Directors, Supervisors and Senior Executives (I) Changes of shares held by directors, supervisors and senior executive Amount Amount of Amount of Shares held of shares shares Shares held Including: stock at increase in decreased at restricted option held Reasons for Name Title period-begi this in this period-end shares held at changes n(Share) period(Shar period (Share) (Share) period-end e) (Share) (Share) Chairman, Sun Liang 0.00 0.00 0.00 0.00 0.00 0.00 - Director Deputy Wang Hong chairman, 0.00 0.00 0.00 0.00 0.00 0.00 - GM Director, Li Tong 0.00 0.00 0.00 0.00 0.00 0.00 - Deputy GM Han Shu Director 0.00 0.00 0.00 0.00 0.00 0.00 - Li Ying Director 0.00 0.00 0.00 0.00 0.00 0.00 - Huang Director 0.00 0.00 0.00 0.00 0.00 0.00 - Haodong Zhang Independent 0.00 0.00 0.00 0.00 0.00 0.00 - Shunyi Director Independent Zheng Aimei 0.00 0.00 0.00 0.00 0.00 0.00 - Director Independent Ding Haiyan 0.00 0.00 0.00 0.00 0.00 0.00 - Director Chief Yang Zhihe 0.00 0.00 0.00 0.00 0.00 0.00 - Supervisor Tang Di Supervisor 0.00 0.00 0.00 0.00 0.00 0.00 - Liu Xiaodong Supervisor 0.00 0.00 0.00 0.00 0.00 0.00 - Jiang Hanbin Deputy GM 0.00 0.00 0.00 0.00 0.00 0.00 - Deputy GM、 Zhang Secretary of 0.00 0.00 0.00 0.00 0.00 0.00 - Shenwei the Board Lu Yongshu Deputy GM 0.00 0.00 0.00 0.00 0.00 0.00 - Chief Shi Lian 0.00 0.00 0.00 0.00 0.00 0.00 - accountant, 5 CFO Kong Former 0.00 0.00 0.00 0.00 0.00 0.00 - Shanyou director Zhu Former 0.00 0.00 0.00 0.00 0.00 0.00 - Hongchen supervisor 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 (%) (%) (%) Manufacture of telecommunicati 1,287,158,567.25 1,119,838,957.60 13% 11.63% 10.98% 0.51% on equipment Manufacture of appliance 52,013,535.66 39,522,573.72 24.01% equipment 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 (%) (%) (%) Telecommunicati 1,287,158,567.25 1,119,838,957.60 13% 11.63% 10.98% 0.51% on products Appliance 52,013,535.66 39,522,573.72 24.01% products Reasons for significant change of gross profit margin as compared to the same period of last year There was no significant change in gross profit margin for the 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 (%) North China 232,185,592.89 -14.65% East China 722,520,565.52 28.82% Others 384,465,944.50 20.11% (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 Item January-June 2012 January-June 2011 Increase/decrease (R Change MB) Operating income 1,349,963,182.82 1,167,066,717.47 182,896,465.35 15.67% 6 Operating costs 1,167,040,803.45 1,016,732,478.71 150,308,324.74 14.78% Operating profit 13,543,231.97 16,232,593.95 -2,689,361.98 -16.57% Selling expenses 85,918,634.36 67,934,941.52 17,983,692.84 26.47% Administration expenses 61,694,140.49 51,471,437.38 10,222,703.11 19.86% Finance expenses 16,942,792.36 12,030,031.87 4,912,760.49 40.84% Investment income 1,462,045.66 2,853,983.65 -1,391,937.99 -48.77% Net non-operating 823,195.65 1,280,969.08 -457,773.43 -35.74% income/expense Total profit 14,366,427.62 17,513,563.03 -3,147,135.41 -17.97% Net profit attributable to 6,038,203.37 7,654,146.53 -1,615,943.16 -21.11% owners of the parent Items experiencing significant changes in terms of amount and scope, and reason thereof: Main reasons for increase of selling expenses: after-sale service fee, entertainment expenses, salary costs, transportation costs and traveling expenses increased as sales scale expanded; consolidation of statement of Nanjing Mennekes contributed increase of RMB5.89 million for this period. Main reasons for increase of administration expenses: technical development expenses increased RMB4,417,400 since the Company allocated more resources in technical development; salary costs increased by RMB1,708,300 and office expenses increased by RMB3,323,800; consolidation of statement of Nanjing Mennekes contributed increase of RMB2.96 million for this period. Main reasons for increase of financial expenses: interest costs increased due to the raise of bank lending rate and discount rate of bank acceptance draft. Main reasons for decrease of investment income: the Company acquired equity interests in Nanjing Mennekes Electrical Appliances Co., Ltd. at the end of 2011. According to requirements of accounting principles, the company was accounted by cost method rather than equity method for this period, leading to decrease of RMB3, 116,700 of investment income as compared to the same period of last year; investment income increased by RMB1, 683,900 due to the increase of profit of the Company’s joint venture Nanjing Puzhu Optical Network Co., Ltd., representing an increase of RMB1, 709,200 as compared to the same period of last year. (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 7 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 On 21 June 2012, resolution about transferring 17.79% equity interests respectively in Shanghai Yulong Biology Science & Technology Co., Ltd. and Qufu Yulong Biology Science & Technology Co., Ltd. was approved at the 2nd meeting of the 6th board of the Company, and subsequently approved at the 1st extraordinary general meeting for 2012 on 12 July 2012. The price of such equity transfer was based by reference to the valuation price of shareholder’s equity concerning such transferred equity interests held by the Company. The price for sale was not less than RMB40, 657,400, including RMB25, 039,700 and RMB15, 617,700 for Shanghai Yulong and Qufu Yulong respectively. This equity transfer constituted no related transaction. Details about this equity transfer were available on the announcement relating to transfer of equities in Shareholding Company dated 26 June 2012. 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 The Company traded the 17.79% equity interests respectively in Shanghai Yulong and Qufu Yulong by listing on Shanghai United Property Exchange on 19 July 2012, with price of RMB25, 039,800 and RMB15, 617,800. Notice for such trade by listing will terminate on 18 August 2012. The aforesaid equity transfer brought no affect on the operation results and financial position of the Company for the first half of 2012. (II) Guarantees √Applicable □Non-applicable Unit: RMB00’000 Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries) Guarante Actual date of Complete e for Related happening Name of the Guarantee Actual Guarantee Guarantee implemen related Announcement (Date of Company guaranteed limit guarantee limit type term tation or party disclosure date signing not (Yes or agreement) no) Till end of the loan payment guarantee by China Potevio China Potevio since 2010-8-25 8,400 2010-09-19 8,400 Pledge No Yes Company Limited September 2010 (note: a counter-guar antee provided by the Company for 8 China Potevio ) Total actual occurred external Total approving external guarantee in 0 guarantee in report period 0 report period (A1) (A2) Total actual balance of Total approved external guarantee at 8,400 external guarantee at the end 8,400 the end of report period ( A3) of report period (A4) Guarantee of the Company for the subsidiaries Guarante Actual date of Complete e for Related happening Name of the Guarantee Actual Guarantee Guarantee implemen related Announcement (Date of Company guaranteed limit guarantee limit type term tation or party disclosure date signing not (Yes or agreement) no) Nanjing South 2011.12.14-2 Telecommunication 2011-4-16 4,000 2011-12-14 2,000 guarantee No No 012.12.13 Co., Ltd. Nanjing Putian 2011.9.16-20 Tianji Building 2011-4-16 3,300 2011-09-13 1,000 guarantee No No 12.9.16 Intelligence Co., Ltd. Nanjing Putian 2011.9.28-20 Tianji Building 2011-4-16 3,300 2011-09-22 1,000 guarantee No No 12.9.28 Intelligence Co., Ltd. Total amount of actual Total amount of approving guarantee occurred guarantee for 8,000 0 for subsidiaries in report period (B1) subsidiaries in report period (B2) Total balance of actual Total amount of approved guarantee guarantee for subsidiaries at for subsidiaries at the end of reporting 8,000 4,000 the end of reporting period period (B3) (B4) Total amount of guarantee of the Company( total of two abovementioned guarantee) Total amount of actual Total amount of approving guarantee 8,000 occurred guarantee in report 0 in report period (A1+B1) period (A2+B2) Total balance of actual Total amount of approved guarantee 16,400 guarantee at the end of report 12,400 at the end of report period (A3+B3) period (A4+B4) The proportion of the total amount of actually guarantee in the net 32.79% assets of the Company(that is A4+ B4) Including: Amount of guarantee for shareholders, actual controller and its 8,400 related parties(C) The debts guarantee amount provided for the guaranteed parties 2,000 whose assets-liability ratio exceed 70% directly or indirectly(D) Proportion of total amount of guarantee in net assets of the 0 Company exceed 50%(E) Total amount of the aforesaid three guarantees(C+D+E) 10,400 Explanations on possibly bearing joint and several liquidating No possibly bearing joint and several liquidating responsibilities responsibilities for undue guarantees for undue guarantees in reporting period No external guarantee against regulated procedures occurred in Explanations on external guarantee against regulated procedures reporting period (III) Non-operating current related credits and liabilities Whether have non-operating current related credits and liabilities or not √Yes □No 9 Unit: RMB00’000 Funds offer to listed company from related Funds offer to related party Related party party Amount occurred Balance Amount occurred Balance Nanjing Putian Datang Information 0 4.78 Electronics Co., Ltd. Total 0 4.78 Including: fund occupation offer to controlling shareholder and its subsidiary from listed company amounting as 0 yuan, balance amount as 0 yuan in reporting period (IV) Material lawsuits and arbitrations □Applicable √Non-applicable (V) Other significant events and analysis of their influences and solution plan □Applicable √Non-applicable 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 Amount occurred in the Items same period of last report period period 1. Gains(losses) from financial assets available for sales Less: Income tax influences from financial assets available for sales 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 10 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 -93,168.18 282,079.96 statements Less: Net amount of disposing overseas business transferred to current gains/losses Subtotal -93,168.18 282,079.96 5. Others Less: Income tax influences by others reckoned into other consolidated income Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal Total -93,168.18 282,079.96 (VI)Registration form of receiving research, communication and interview in the report period Content discussed and Date Place Way Type Object documents provided N/A 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、The Consolidated Statement Of Financial Position As At 30 June 2012 Prepared by: NANJING PUTIAN TELECOMMUNICATIONS CO. LTD. Unit: RMB Yuan Items Note 30 June 2012 31 December 2011 Current assets Monetary funds 331,632,757.53 312,420,215.59 Settlement provisions Capital lent Held for trading financial assets Notes receivable 7,061,951.89 12,863,723.59 Accounts receivable 899,136,010.05 736,141,568.31 11 Advances to suppliers 45,888,536.08 37,630,280.44 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 46,628,479.19 55,323,271.93 Purchase restituted finance asset Inventories 595,638,108.81 552,349,491.53 Long-term debt investment due within a year Other current assets Total current assets 1,925,985,843.55 1,706,728,551.39 Non-current assets Granted loans and advances Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investments 208,078,185.44 206,616,139.78 Investment property 4,710,963.99 4,814,179.95 Fixed assets 99,238,215.96 102,151,733.16 Construction in progress 13,981,775.21 10,062,821.54 Construction materials Fixed assets held for disposal Productive biological assets Petrol assets Intangible assets 19,905,301.64 20,382,561.36 Development costs Goodwill Long-term prepayments Deferred tax assets Other non-current assets Total non-current assets 345,914,442.24 344,027,435.79 Total assets 2,271,900,285.79 2,050,755,987.18 Current liabilities Short-term loans 581,300,000.00 511,500,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Tradable financial liabilities 0.00 0.00 Notes payable 30,282,254.11 262,091.29 Accounts payable 1,064,521,817.87 906,751,164.90 Advances from customers 72,626,301.93 87,763,330.36 Selling financial asset of repurchase Commission charge and commission payable Accrued payroll 15,756,572.62 14,914,260.59 Taxes payable -1,405,933.10 15,773,935.97 12 Interest payable Dividend payable 1,000,000.00 1,344,198.22 Other payables 41,988,533.76 53,443,334.25 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Long-term liabilities due within a year Other current liabilities Total current liabilities 1,806,069,547.19 1,591,752,315.58 Non-current liabilities Long-term borrowings Bonds payable Long-term payables 80,118.00 80,118.00 Special payables Estimated liabilities Deferred tax liabilities Other long-term liabilities Total non-current liabilities 80,118.00 80,118.00 Total liabilities 1,806,149,665.19 1,591,832,433.58 Owner’s equity Share capital 215,000,000.00 215,000,000.00 Capital reserve 185,374,533.85 185,374,533.85 Less: Treasury stock Reasonable reserve Surplus reserve 589,559.77 589,559.77 Provision of general risk Undistributed profit -18,884,815.56 -24,923,018.93 Balance difference of foreign currency translation -3,860,914.39 -3,767,746.21 Total shareholder’s equity attributable to parent 378,218,363.67 372,273,328.48 Company Minority interests 87,532,256.93 86,650,225.12 Total shareholder’s equity 465,750,620.60 458,923,553.60 Total liabilities and shareholder’s equity 2,271,900,285.79 2,050,755,987.18 Legal Representative: Liang Sun Person in Charge of Accounting Works: Hong Wang Person in Charge of Accounting Department: Lian Shi 2、The Statement Of Financial Position For Parent Company As At 30 June 2012 Unit: RMB Yuan Items Note 30 June 2012 31 December 2011 Current assets Monetary funds 233,938,223.14 195,625,750.23 Tradable financial assets Notes receivable 793,560.00 3,938,705.00 Accounts receivable 595,320,065.99 489,450,457.03 13 Advances to suppliers 34,468,299.23 27,748,693.01 Interest receivable Dividend receivable Other receivables 96,619,752.41 87,821,794.78 Inventories 305,371,669.40 283,735,577.58 Long-term debt investment due within a year Other current assets Total current assets 1,266,511,570.17 1,088,320,977.63 Non-current assets Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investments 373,436,268.79 371,987,745.40 Investment property Fixed assets 33,100,020.40 32,993,773.68 Construction in progress 751,823.54 743,162.49 Construction materials Fixed assets held for disposal Productive biological assets Petrol assets Intangible assets 4,896,344.54 5,344,581.09 Development costs Goodwill Long-term prepayments Deferred tax assets Other non-current assets Total non-current assets 412,184,457.27 411,069,262.66 Total assets 1,678,696,027.44 1,499,390,240.29 Current liabilities Short-term loans 319,000,000.00 335,000,000.00 Tradable financial liabilities Notes payable 180,990,209.75 80,262,091.29 Accounts payable 619,796,599.95 529,289,003.74 Advances from customers 30,029,833.41 27,009,137.51 Accrued payroll 5,901,080.54 5,715,497.61 Taxes payable 6,411,073.73 10,002,772.65 Interest payable Dividend payable Other payables 216,439,505.29 207,378,257.20 Long-term liabilities due within a year Other current liabilities Total current liabilities 1,378,568,302.67 1,194,656,760.00 Non-current liabilities Long-term borrowings Bonds payable Long-term payables 80,118.00 80,118.00 14 Special payables Estimated liabilities Deferred tax liabilities Other long-term liabilities Total non-current liabilities 80,118.00 80,118.00 Total liabilities 1,378,648,420.67 1,194,736,878.00 Owner’s equity Share capital 215,000,000.00 215,000,000.00 Capital reserve 172,417,299.81 172,417,299.81 Less: Treasury stock Special reserves Surplus reserve 589,559.76 589,559.76 Provision of general risk Undistributed profit -87,959,252.80 -83,353,497.28 Currency translation differences Total shareholder’s equity 300,047,606.77 304,653,362.29 Total liabilities and shareholder’s equity 1,678,696,027.44 1,499,390,240.29 3、Consolidated Income Statement for the period ended 30 June 2012 Unit: RMB Yuan Items Note Jan. to Jun. 2012 Jan. to Jun. 2011 I. Total operating income 1,349,963,182.82 1,167,066,717.47 Including: Operating income 1,349,963,182.82 1,167,066,717.47 Interest income Insurance gained Commission charge and commission income II. Total operating cost 1,337,881,996.51 1,153,688,107.17 Including: Operating cost 1,167,040,803.45 1,016,732,478.71 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 Sales tax and surcharge 4,285,765.91 3,519,561.95 Sales expenses 85,918,634.36 67,934,941.52 Administration expenses 61,694,140.49 51,471,437.38 Financial expenses 16,942,792.36 12,030,031.87 Losses of devaluation of asset 1,999,859.94 1,999,655.74 Add: Changing income of fair value(Loss is listed with“-”) 15 Investment income (Loss is listed with “-”) 1,462,045.66 2,853,983.65 Including: Investment income on affiliated 1,462,045.66 2,770,283.65 Company and joint venture and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 13,543,231.97 16,232,593.95 Add: Non-operating income 1,206,456.92 1,338,341.42 Less: Non-operating expense 383,261.27 57,372.34 Including: Disposal loss of non-current asset 42,279.87 IV. Total Profit (Loss is listed with “-”) 14,366,427.62 17,513,563.03 Less: Income tax 2,022,892.44 2,763,884.93 V. Net profit (Net loss is listed with “-”) 12,343,535.18 14,749,678.10 Include: the net profit of the consolidated party before consolidation Net profit attributable to owner’s equity of parent 6,038,203.37 7,654,146.53 Company Minority shareholders’ gains and losses 6,305,331.81 7,095,531.57 VI. Earnings per share -- -- i. Basic earnings per share 0.028 0.036 ii. Diluted earnings per share 0.028 0.036 VII. Other comprehensive income -93,168.18 282,079.96 VIII. Total comprehensive income 12,250,367.00 15,031,758.06 Total comprehensive income attributable to owners 5,945,035.19 7,936,226.49 of the parent company the parent company Total comprehensive income attributable to 6,305,331.81 7,095,531.57 minority interests Business combination under common control in the period, the net profit of the consolidated party before consolidation: 0 Yuan. 4、Income Statement of Parent Company for the period ended 30 June 2012 Unit: RMB Yuan Items Note Jan. to Jun. 2012 Jan. to Jun. 2011 I. Sales Income 894,036,249.73 742,733,409.56 Less: Business costs 818,400,146.13 679,207,670.70 Sales tax and surcharges 1,452,402.91 822,008.18 Sales expenses 45,496,592.28 39,477,459.42 Administration expenses 24,016,497.89 22,348,797.17 Financial expenses 14,174,636.35 10,082,794.27 Losses of devaluation of asset 1,008,607.19 1,546,601.86 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 6,025,223.39 7,074,596.35 Including: Investment income on affiliated 1,448,523.39 2,414,196.35 Company and joint venture II. Operating profit (Loss is listed with “-”) -4,487,409.63 -3,677,325.69 Add: Non-operating income 172,583.98 70,918.94 16 Less: Non-operating expense 290,929.87 22,492.08 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with “-”) -4,605,755.52 -3,628,898.83 Less: Income tax IV. Net profit (Net loss is listed with “-”) -4,605,755.52 -3,628,898.83 V. Earnings per share -- -- i. Basic earnings per share -0.021 -0.017 ii. Diluted earnings per share -0.021 -0.017 VI. Other comprehensive income VII. Total comprehensive income -4,605,755.52 -3,628,898.83 5、Consolidated Cash Flow Statement for the period ended 30 June 2012 Unit: RMB Yuan Items Jan. to Jun. 2012 Jan. to Jun. 2011 I. Cash flows arising from operating activities: Cash received from the sale of goods or rendering of 1,409,020,267.18 1,095,959,459.48 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 Insured savings and net increase of 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 Refunds of taxes 779,939.18 735,842.73 Other cash receipts relating to operating activities 69,462,678.66 13,306,037.16 Sub-total of cash inflows arising from operating 1,479,262,885.02 1,110,001,339.37 activities Cash paid for goods and services 1,288,194,199.25 1,040,803,984.34 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 17 Cash paid for bonus of guarantee slip Cash paid to and on behalf of employees 92,044,035.37 65,696,655.44 Payments of all types of taxes 53,868,053.64 47,189,266.63 Other cash payments relating to operating activities 73,366,161.31 79,768,515.69 Subtotal of cash outflow arising from operating activities 1,507,472,449.57 1,233,458,422.10 Net cash flows arising from operating activities -28,209,564.55 -123,457,082.73 II. Cash flows arising from investing activities Cash received from recovering investment Cash received from investment income 83,700.00 Net cash received from the sale of fixed assets, intangible assets and other long-term assets long-term 2,006,618.45 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities 0.00 Subtotal of cash inflow from investing activities 2,006,618.45 83,700.00 Cash paid for purchasing fixed, intangible and other 8,629,668.88 6,428,482.30 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 0.00 Subtotal of cash outflow from investing activities 8,629,668.88 6,428,482.30 Net cash flows arising from investing activities -6,623,050.43 -6,344,782.30 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 100,000,000.00 271,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities 80,000,000.00 Subtotal of cash inflow from financing activities 180,000,000.00 271,000,000.00 Cash paid for settling debts 130,200,000.00 203,000,000.00 Cash paid for dividend and profit distributing or 23,801,804.46 18,312,544.53 interest paying Including: Dividend and profit of minority shareholder 5,423,300.00 paid by subsidiaries Other cash paid concerning financing activities 0.00 1,000,000.00 Subtotal of cash outflow from financing activities 154,001,804.46 222,312,544.53 Net cash flows arising from financing activities 25,998,195.54 48,687,455.47 IV. Influence on cash due to fluctuation in exchange 13,427.08 95,634.97 rate V. Net increase of cash and cash equivalents -8,820,992.36 -81,018,774.59 Add: Balance of cash and cash equivalents at the 310,453,749.89 291,447,011.87 period -begin VI. Balance of cash and cash equivalents at the period 301,632,757.53 210,428,237.28 -end 18 6、Cash Flow Statement of Parent Company for the period ended 30 June 2012 Unit: RMB Yuan Items Jan. to Jun. 2012 Jan. to Jun. 2011 I. Cash flows arising from operating activities: Cash received from the sale of goods or rendering of 878,806,774.63 718,196,416.62 services Refunds of taxes Other cash receipts relating to operating activities 55,487,231.32 36,979,615.17 Sub-total of cash inflows arising from operating 934,294,005.95 755,176,031.79 activities Cash paid for goods and services 854,648,154.34 669,964,252.20 Cash paid to and on behalf of employees 44,259,446.77 38,030,926.23 Payments of all types of taxes 18,139,026.55 17,447,965.23 Other cash payments relating to operating activities 57,750,864.41 51,886,587.26 Subtotal of cash outflow arising from operating activities 974,797,492.07 777,329,730.92 Net cash flows arising from operating activities -40,503,486.12 -22,153,699.13 II. Cash flows arising from investing activities Cash received from recovering investment Cash received from investment income 4,576,700.00 4,660,400.00 Net cash received from the sale of fixed assets, intangible assets and other long-term assets 371,150.00 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 4,947,850.00 4,660,400.00 Cash paid for purchasing fixed, intangible and other 3,332,652.26 2,338,623.63 long-term assets Cash paid for investment Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 3,332,652.26 2,338,623.63 Net cash flows arising from investing activities 1,615,197.74 2,321,776.37 III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 64,000,000.00 201,000,000.00 Cash received from bonds issued Other cash received concerning financing activities 80,000,000.00 Subtotal of cash inflow from financing activities 144,000,000.00 201,000,000.00 Cash paid for settling debts 80,000,000.00 186,000,000.00 Cash paid for dividend and profit distributing or 14,861,337.46 10,872,553.49 interest paying Other cash paid concerning financing activities 1,000,000.00 19 Subtotal of cash outflow from financing activities 94,861,337.46 197,872,553.49 Net cash flows arising from financing activities 49,138,662.54 3,127,446.51 IV. Influence on cash due to fluctuation in exchange -209,185.55 42,688.20 rate V. Net increase of cash and cash equivalents 10,041,188.61 -16,661,788.05 Add: Balance of cash and cash equivalents at the 193,897,034.53 185,951,591.96 period -begin VI. Balance of cash and cash equivalents at the period 203,938,223.14 169,289,803.91 -end 7、Consolidated Statement of Changes in Owners’ Equity for the period ended 30 June 2012 Amount for this period Unit: RMB Yuan Amount for the period ended 30 June 2012 Shareholders’ equity attributable to the parent Company Total Items Less: General Minority Share Capital Reasonabl Surplus Undistribut shareholders’ Treasury risk Others interests capital reserves e reserve reserves ed profit equity Stock provision 215,000,0 185,374,5 589,559.7 -24,923,01 -3,767,746 86,650,225. 458,923,553. I. Balance at the end of the last year 00.00 33.85 7 8.93 .21 12 60 Add: Changes of accounting policy Error correction of the last period Others 215,000,0 185,374,5 589,559.7 -24,923,01 -3,767,746 86,650,225. 458,923,553. II. Balance at the beginning of this year 00.00 33.85 7 8.93 .21 12 60 III. Increase/ Decrease in this year 6,038,203. -93,168.18 882,031.81 6,827,067.00 (Decrease is listed with “-”) 37 6,038,203. 6,305,331.8 12,343,535.1 (I) Net profit 37 1 8 (II) Other comprehensive income -93,168.18 -93,168.18 6,038,203. 6,305,331.8 12,250,367.0 Subtotal of (I) and (II) -93,168.18 37 1 0 (III) Shareholders’ contributions and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduction in capital 1. Capital contribution from owners 2. Share-based payment recognized in shareholders' equity 3. Others -5,423,300.0 (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -5,423,300.00 0 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions -5,423,300.0 3. Distribution for shareholders -5,423,300.00 0 4. Others (V)Transfer within shareholders' 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 equity 1. Capitalization of capital reserve 2. Capitalization of surplus reserve 20 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (Ⅶ) others IV. Balance at the end of the report 215,000,0 185,374,5 589,559.7 -18,884,81 -3,860,914 87,532,256. 465,750,620. year 00.00 33.85 7 5.56 .39 93 60 Amount for last period Unit: RMB Yuan Amount for the period ended 30 June 2011 Shareholders’ equity attributable to the parent Company Total Items Less: General Minority Share Capital Reasonabl Surplus Undistribut shareholders’ Treasury risk Others interests capital reserves e reserve reserves ed profit equity Stock provision 215,000,0 185,374,5 589,559.7 -35,747,15 -4,599,976 60,497,146. 421,114,111.0 I. Balance at the end of the last year 00.00 33.85 7 2.65 .23 26 0 Add: Retroactive adjustment under the same control Add: Changes of accounting policy Error correction of the last period Others 215,000,0 185,374,5 589,559.7 -35,747,15 -4,599,976 60,497,146. 421,114,111.0 II. Balance at the beginning of this year 00.00 33.85 7 2.65 .23 26 0 III. Increase/ Decrease in this year 10,824,13 832,230.0 26,153,078. 37,809,442.6 (Decrease is listed with “-”) 3.72 2 86 0 10,824,13 12,547,174. 23,371,308.4 (I) Net profit 3.72 73 5 832,230.0 (II) Other comprehensive income 832,230.02 2 10,824,13 832,230.0 12,547,174. 24,203,538.4 Subtotal of (I) and (II) 3.72 2 73 7 (III) Shareholders’ contributions and 21,910,463. 21,910,463.7 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduction in capital 79 9 1. Capital contribution from owners 2. Share-based payment recognized in shareholders' equity 21,910,463. 21,910,463.7 3. Others 79 9 -8,304,559.6 (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -8,304,559.66 6 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions -8,304,559.6 3. Distribution for shareholders -8,304,559.66 6 4. Others (V)Transfer within shareholders' 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 equity 1. Capitalization of capital reserve 2. Capitalization of surplus reserve 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 21 1. Withdrawal in the report period 2. Usage in the report period (Ⅶ)others IV. Balance at the end of the report 215,000,0 185,374,5 589,559.7 -24,923,01 -3,767,746 86,650,225. 458,923,553. year 00.00 33.85 7 8.93 .21 12 60 8、Statement of Changes in Owners’ Equity of Parent Company for the period ended 30 June 2012 Amount for this period Unit: RMB Yuan Amount for the period ended 30 June 2012 Less: General Total Items Capital Reasonable Surplus Undistributed Share capital Treasury risk shareholders’ reserves reserve reserves profit Stock provision equity 215,000,000. 172,417,299. -83,353,497.2 304,653,362. I. Balance at the end of the last year 589,559.76 00 81 8 29 Add: Changes of accounting policy Error correction of the last period Others 215,000,000. 172,417,299. -83,353,497.2 304,653,362. II. Balance at the beginning of this year 589,559.76 00 81 8 29 III. Increase/ Decrease in this year -4,605,755.52 -4,605,755.52 (Decrease is listed with “-”) (I) Net profit -4,605,755.52 -4,605,755.52 (II) Other comprehensive income Subtotal of (I) and (II) -4,605,755.52 -4,605,755.52 (III) Shareholders’ contributions and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduction in capital 1. Capital contribution from owners 2. Share-based payment recognized in shareholders' equity 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 provisions 3. Distribution for shareholders 4. Others (V)Transfer within shareholders' equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capitalization of capital reserve 2. Capitalization of surplus reserve 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (Ⅶ)others 215,000,000. 172,417,299. -87,959,252.8 300,047,606. IV. Balance at the end of the report year 589,559.76 00 81 0 77 Amount for last period Unit: RMB Yuan 22 Amount for the period ended 30 June 2011 Less: General Total Items Capital Reasonable Surplus Undistributed Share capital Treasury risk shareholders’ reserves reserve reserves profit Stock provision equity 215,000,000. 172,417,299. -71,769,720.8 316,237,138. I. Balance at the end of the last year 589,559.76 00 81 2 75 Add: Changes of accounting policy Error correction of the last period Others 215,000,000. 172,417,299. -71,769,720.8 316,237,138. II. Balance at the beginning of this year 589,559.76 00 81 2 75 III. Increase/ Decrease in this year -11,583,776.4 -11,583,776.4 (Decrease is listed with “-”) 6 6 -11,583,776.4 -11,583,776.4 (I) Net profit 6 6 (II) Other comprehensive income -11,583,776.4 -11,583,776.4 Subtotal of (I) and (II) 6 6 (III) Shareholders’ contributions and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduction in capital 1. Capital contribution from owners 2. Share-based payment recognized in shareholders' equity 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 provisions 3. Distribution for shareholders 4. Others (V)Transfer within shareholders' equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capitalization of capital reserve 2. Capitalization of surplus reserve 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (Ⅶ)others 215,000,000. 172,417,299. -83,353,497.2 304,653,362. IV. Balance at the end of the report year 589,559.76 00 81 8 29 (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 23 2. Reasons of consolidation range changed in aspect of consolidation statement Subsidiary of the Company--Nanjing Mennekes Electrical Appliances Co., Ltd has more proportion in share holding dated 31 December 2011, balance sheet was consolidated in the consolidation range for year of 2011, therefore, one company increase in the profit statement in this period. 3. If Non-standard Unqualified Opinion is supplied, list the related notes to the matters involved. Non-applicable Chairman: Sun Liang Approval dated by the Board: 24 August 2012 24