Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) HEFEI MEILING CO., LTD. THE THIRD QUARTERLY REPORT FOR 2012 (FULL TEXT) I. Important Notes Board of Directors and the Supervisory Committee of Hefei Meiling Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors of the Company are attended the Meeting for quarterly report deliberation. The third quarterly report for 2012 is unaudited. Principal of the Company Mr. Liu Tibin, President Mr. Wang Yong, Person in Charge of Accounting Works Mr. Yu Wanchun and Person in Charge of Accounting Organ (Accounting Officer) Mr. Tang Bin hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. II. Company Profile (I) Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not □Yes √ No □Not applicable Increase/decrease in this 2012.9.30 2011.12.31 period-end over period-end of last year (%) Total assets (RMB) 8,194,771,036.77 7,602,563,620.91 7.79% Owners’ equities attributable to the shareholders of listed 2,914,987,897.48 2,796,317,375.44 4.24% company (RMB) Share capital (Share) 763,739,205.00 636,449,338.00 20.00% Net assets per share attributable to the 3.82 4.39 -12.98% shareholders of listed company (RMB/Share) Increase/decrease over Increase/decrease over January- September of July- September of 2012 the same period of the the same period of the 2012 last year (%) last year (%) Total operating income 2,237,682,987.81 13.72% 7,550,293,510.93 1.45% (RMB) Net profit attributable to the shareholders of listed 40,197,529.33 727.28% 151,052,571.53 15.29% company (RMB) Net cash flow arising from -- -- -40,699,742.85 94.03% operating activities (RMB) Net cash flow arising from operating activities per share -- -- -0.05 95.33% (RMB/Share) Basic earnings per share 0.0526 592.11% 0.1978 -3.93% (RMB/Share) Diluted earnings per share 0.0526 592.11% 0.1978 -3.93% (RMB/Share) Weighted average return on 1.38% 1.21% 5.27% 0.54% equity (%) 1 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) Weighted average return on equity after deducting 1.13% 0.99% 5.04% 0.71% non-recurring gains and losses (%) Note: the annual profit distribution plan for year of 2011 was implemented by the Company in August 2012, total share capital of the Company increase to 763,739,205 shares from 636,449,338 shares after profit distribution. For the earnings per share and net assets per share at same period of last year in above said statement, numerator refers to the total share capital 636,449,338 shares before the 2011 annual profit distribution implemented; the above mention indexes at this period owes the numerator of total share capital 763,739,205 shares after the 2011 annual profit distribution implemented. Items and amount with non-recurring gains/losses deducted √Applicable □ Not applicable Amount from Item year-begin to Note period-end (RMB) Gains and losses from disposal of non-current assets -5,087,746.94 - 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 11,715,874.01 - governmental subsidy according to the unified national standard) Other non-operating income and expenditure except the 693,172.46 - abovementioned Influenced amount of minority shareholders’ equity -47,963.93 - Impact on income tax -668,358.69 - Total 6,604,976.91 -- Explanation on “Other item that satisfied the definition of non-recurring gains and losses” and defined non-recurring gains and losses as recurring gain/loss according to natures and characteristic of self-operation status □Applicable √Not applicable (II) Total shareholders at period-end and top ten shareholders Total number of shareholders 65,533 at the end of report period Particulars about the shares held by the top ten shareholders with unrestricted conditions Amount of unrestricted shares Type/amount of shares Shareholders held at period-end Type Amount Sichuan Changhong Electric 108,797,210 RMB common share 108,797,210 Co., Ltd. Hefei Xingtai Holding Group 47,102,005 RMB common share 47,102,005 Co., Ltd. Zhengde life insurance Co., LTD-universal insurance 28,800,000 RMB common share 28,800,000 products Changhong (Hong Kong) Trade Domestically listed foreign 25,165,823 25,165,823 Co., Ltd. share GUOTAI JUNAN Domestically listed foreign SECURITIES(HONGKONG) 16,457,603 16,457,603 share LIMITED Ningbo Wei Chuang Joint 12,960,000 RMB common share 12,960,000 Investment Co., Ltd. Founder Securities Co., Ltd. 12,960,000 RMB common share 12,960,000 Donghai Securities Co., Ltd. 12,960,000 RMB common share 12,960,000 CAO SHENGCHUN 12,800,000 Domestically listed foreign 12,800,000 2 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) share Domestically listed foreign Long Qinfang 3,134,409 3,134,409 share Explanation on associated relationship or accordant action among the aforesaid shareholders: Among the above shareholders, Changhong (Hong Kong) Trading Co., Ltd. is the wholly-owned subsidiary of Sichuan Changhong Electronic Co., Ltd.; there existed no associated relationship or belong to the concerted actors as specified in the Measures for the Administration of Information Disclosure of Shareholder Equity Changes of Listed Companies among Sichuan Changhong Explanation on shareholders Electronic Co., Ltd., Changhong (Hong Kong) Trading Co., Ltd. and other top 8 shareholders; and top ten shareholders with unrestricted subscription; as the Company has not known whether there exists any business relationship among the other shareholders with unrestricted subscription or they belong to the concerted actors as specified in the Measures for the Administration of Information Disclosure of Shareholder Equity Changes of Listed Companies. III. Significant events (I) Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Not applicable 1. Changes and reasons for the items in balance sheet Unit: RMB Balance at Balance at Changes Item Reasons period-end year-begin ratio Bank acceptance bill increased for busy sales Note receivable 2,345,868,085.10 1,523,729,827.01 53.96% season, and not due for collection Account Receivables in credit period increased for the busy 896,406,779.28 571,218,022.80 56.93% receivable sales season Deposit paid for appliance-to-countryside Other account 20,553,819.23 41,508,227.47 -50.48% previously was received and export rebate for VAT receivable received by Zhongshan Changhong Construction in More investment in raised-fund project and 314,850,252.32 204,053,321.44 54.30% progress projects are not completed More development investment in air conditioner Development 36,710,385.00 25,167,492.74 45.86% products from subsidiary Sichuan Changhong Air expenditure Conditioner Co., Ltd Short-term Bank loans are paid by parent company in this 59,840,828.33 144,000,000.00 -58.44% loans period Account Rapidly bill settlement for good-delivery in this received in 429,525,697.16 703,404,091.67 -38.94% period advance The year-end awards are paid in this period, thus Wages payable 75,181,186.73 109,562,805.25 -31.38% the payable wages decreased Other account More sales expenses occurred in peak season 960,760,909.35 518,444,925.03 85.32% payable without payment Non-current Long-term loans due within 1 year increased from liability due 3,405,507.92 2,452,094.16 38.88% parent company in this period within 1 year More bank loans for parent company occurred in Long-term loans 131,114,600.00 12,705,500.00 931.95% this period The redecoration of staff dormitory was completed and transfer to fixed assets, which used the land Special payable - 18,494,978.80 -100.00% compensation of original aged plant for government land reserve from Jiangxi Meiling Refrigerator Co., Ltd Retained profit 369,973,776.87 250,743,672.24 47.55% Profit increased in this period Balance difference of Resulted by the foreign currency translation in -933,400.14 -501,107.01 -86.27% foreign currency foreign subsidiary translation 3 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) 2. Changes and reasons for the items in profit statement Unit: RMB Amount in this Amount at same Changes Item Reasons period period of last year ratio Business tax and More payable business tax and extra paid in this 64,999,503.81 29,734,833.85 118.60% extra period Financial -49,773,966.57 -33,250,531.86 -49.69% Exchange gains increased in this period expenses The bad debt provision and inventory devaluation Losses of provision withdrawal in this period increased, devaluation of 42,035,123.93 9,529,505.74 341.10% based on Accounting Rules and accounting policy asset of the Company together with actual situation of receivable and inventory Distributable dividend for year of 2011 from stock-jointly bank – Huishang Bank Co., Ltd Investment 80,274.04 2,257,469.01 -96.44% received by the Company in this period while income dividend for year of 2009 and 2010 were received by the Company at same period last year Non-operating The losses of write-off of fixed assets increased in 5,738,521.21 3,242,460.35 76.98% expenditure this period Disposal losses of non-current 5,370,396.64 2,294,798.27 134.02% Same as “Non-operating expenditure” assets income tax 23,318,643.65 13,195,542.44 76.72% Payable income amount increased expenses 3. Changes and reasons for the items in cash flow statement Unit: RMB Amount in this Amount at same Changes Item Reasons period period of last year ratio Other cash paid concerning 429,151,777.23 629,570,934.47 -31.83% Items settled by cash decreased in this period operating activities Investment recover at same period of last year Cash received from Hefei Technology Property Exchange by from recovering - 1,000,000.00 -100.00% parent company while no such business in this investment period The distributed income to parent company from Cash received stock-jointly bank—Huishang Bank decreased in from investment 1,073,757.30 3,921,480.54 -72.62% this period; same as “Investment income” the income above mentioned Net cash received At same period of last year, subsidiary Jiangxi from disposal of Meiling Refrigerator Co., Ltd obtained land fixed, intangible 10,508,917.59 81,152,480.73 -87.05% compensation for land reserved as the original and other aged plan and no such business occurred in this long-term assets period Other cash received concerning 15,682,560.50 22,785,825.94 -31.17% Interest obtained in this period decreased investing activities Cash paid for purchasing fixed, The fixed assets purchased in this period by parent intangible and 112,886,554.15 164,884,385.79 -31.54% company decreased other long-term assets The investment capital paid to part of the jointly Cash paid for market subsidiary from parent company in 2010 - -21,753,532.00 100.00% have not merger for off-set due to the investment un-completed business and commerce procedures; the above mentioned market subsidiary have been 4 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) established at same period of last and the investment capital mentioned above listed as minors in consolidated statements while there no such business in this period At same period of last year, part of the equity of Net cash received secondary joint-venture market from subsidiaries - 978,687.97 -100.00% subsidiary—Chaohu Meiling Appliance Market and other units Co., Ltd was transfer by the Company, and no such business occurred in this period Cash received Minority investment obtained by joint-venture from absorbing - 35,926,000.00 -100.00% market subsidiary at same period of last year while investment no such business occurred in this period The import & export negotiation business and Cash received bank loans increased from parent company and its 380,685,156.66 152,961,241.63 148.88% from loans subsidiary Zhongshan Changhong Appliance Co., Ltd in this period Due bank loans are paid by the parent company Cash paid for 355,426,724.40 246,450,449.52 44.22% and its subsidiary Zhongshan Changhong in this settling debts period (II) Progress of significant events, their influences, and analysis and explanation of their solutions 1. Qualified opinion □Applicable √Not applicable 2. Particular about fund offers to controlling shareholders or associated parties and external guarantee that against the regulation. □Applicable √ Not applicable 3. Particular about signing and implementation on significant contracts of ordinary management. □Applicable √ Not applicable 4. Other √Applicable □Not applicable (1) Usage of fund raised and projects with fund raised in report period Total proceeds raised in privately offering in 2010 are RMB1,199,999,820.00 and the net proceeds amount to RMB1,177,954,320.00 after deducted offering expenses RMB 22.0455 million (including underwriting and sponsoring fee RMB 20.5 million). Ended as 30 September 2012, totally raise fund RMB 742,047,724 used by the Company. In addition, RMB 300 million are supplemented current capital temporary by using idle raised fund (More details found in notice of No.: 2012-017, No.: 2012-019 and No.: 2012-025 disclosed on appointed medial dated 26 May 2012 and 13 June respectively. Balance of the fund raised amounting as RMB 463,043,647 (including deposit interest RMB 27,137,051 and RMB 300 million, which was supplemented current capital temporary with idle funds) The fund raised RMB 742,047,724 used by the Company including: RMB 418,974,744 invested in the production base of Athena luxury refrigerator; RMB 175,013,835 invested in expansion of freezers in aspect of capacity; RMB 110,091,034 (including deposit interest RMB 91,034) invested in capacity expansion of environment protection and energy-saving refrigerators and RMB 37,968,111 (including deposit interest RMB 13,791) supplemented current capital. 5 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) Up to the end of 30 September 2012, the 1st phase of capacity expansion for Athena luxury refrigerator reached expected serviceable condition with full capacity of 1.2 million (double shifting) Athena luxury refrigerators annually achieved. First stage of II phase has put into production with full capacity of 400,000 (double shifting) Athena luxury refrigerators annually; The 1st stage of capacity expansion for freezer had been constructed and formally put into production in January 2011 with favorable running condition; the 1st stage of the 2nd phase of project had been constructed and formally put into production in March 2012 with capacity of 400,000 (double shifting) freezers annually; the 2nd stage of Phase II started in July 2012 and will put into operation in end of April 2013 by plan in accordance with refrigerators expansion plan; and project of capacity expansion of environment protection and energy-saving refrigerators has put into production with favorable running condition in this report period. (2) Un-lock for restricted shares On 11 January 2012, part of the restricted shares of privately A-share offering in 2010 was un-lock, totally 7 shareholders were un-lock in this time. Un-lock shares amounting to 93,385,200 shares, a 14.67% in total share capital of the Company. More details found in notice of No.: 2012-001 disclosed on appointed medial dated 10 January 2012. The 5th restricted circulating shares after implementation of share-split reform was un-lock for trading dated 30 March 2012. Totally 5 shareholders are have shares released, un-lock shares amounting to 607,846 shares, a 0.0955% in total share capital of the Company. More details found in notice of No.: 2012-011 disclosed on appointed medial dated 28 March 2012. (3) Increasing shareholding of the Company from controlling shareholder of the Company On 16 January 2012, the Company received a "Letter" about increased share holding from shareholder Sichuan Changhong Electric Co., Ltd (“Sichuan Changhong”). Sichuan Changhong and its wholly-owned subsidiary Changhong (Hong Kong) Trade Co., Ltd (“HK Changhong”) increase the holding of shares through Shenzhen Stock Exchange Trading System between. Ending as 30 September 2012, Sichuan Changhong and Hong Kong Changhong hold 189,994,153 shares together, which account for 24.88% of total including Sichuan Changhong holds 164,828,330 shares of A Share, which is 21.58% of total, Hong Kong Changhong holds 25,165,823 shares of B Share, which is 3.30% of total. More details found in notice of No.: 2012-002 disclosed on appointed medial dated 17 January 2012. (4) Engagement of deputy president for the Company On 9 March 2012, Mr. Deng Xiaohui engaged as deputy president of the Company by Board. More details found in notice of No.: 2012-005 disclosed on appointed medial dated 10 March 2012. (5) “Working Plan of Implementation of Regulation for Internal Control” of the Company The “Working Plan of Implementation of Regulation for Internal Control” was deliberated and approved by 11th Meeting of 7th Session of the Board dated 30 March 2012. More details found in notice of No.: 2012-012 and “Working Plan of Implementation of Regulation for Internal Control” disclosed on appointed medial dated 31 March 2012. (6) Adjustment to cash dividend policy In according to requirement of the Notice, namely Notice to Further Conduct Related Issues about Cash Dividend issued by CSRC ZJF No. [2012] 37 and Transferred Notice to Further Conduct Related Issues about Cash Dividend Issued by CSRC made by Anhui SRC (WZJHZ No [2012] 140), on 1 June and 26 June of 2012, the Company respectively held the 14th meeting of the 7th session of Board of Directors and 2011 Annual Shareholders' Meeting which approved and 6 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) passed Proposal about Revision to Partial Terms of Article of Association and Proposal about Revision to Partial Terms of Official Discussion Rules of Shareholders' Meeting. Thus we completed the perfection and revision to terms about profit distribution shown in Article of Association especially terms related to cash dividend. More details found in notice of No.: 2012-021 and No.: 2012-026 disclosed on appointed medial dated 2 June 2012 and 27 June respectively. (7) Proposal of Appointment of auditing institution for internal control of the Company On 1 June 2012 and June 26th, the 14th Meeting of 7th Session of Board and annual shareholders' meeting in 2011 passed "On Employing Auditing Office of Internal Control" and agreed to employ SHINEWING CPA Co., Ltd., as auditing office for company, the employment was for a period of one year. More details found in notice of No.: 2012-021 and No.: 2012-026 disclosed on appointed medial dated 2 June 2012 and 27 June respectively. (8) Profit distribution plan for year of 2011 The Plan of Profit Distribution for year of 2011, submitted by 10th meeting of 7th session of the Board, was deliberated and approved in annual shareholders’ general meeting of 2011 dated 26 June 2012; and the above plan was implemented by the Company on 13 August 2012. More details found in notice of No.: 2012-006, No.: 2012-026 and No.: 2012-030 disclosed on appointed medial dated 20 March 2012, 27 June and 13 August respectively. (9) Implementation of Annual Performance Stimulation Fund The Implementation of Annual Performance Stimulation Fund of Hefei Meiling Co Ltd was deliberated and approved in 16th meeting of 7th session of the Board and 2nd extraordinary shareholders’ general meeting dated 9 August 2012 and 28 August 2012 respectively. More details found in notice of No.: 2012-028 and No.: 2012-035 disclosed on appointed medial dated 10 August 2012 and 29 August 2012 respectively. (10) Other non-material lawsuits and arbitrations Concerning detail of the case: a subsidiary Meiling Holding Group Co., Ltd. (“Meiling Group”) sues Hefei Meiling Appliances Co., Ltd., to remove "the Agreement of Use of Trademark" which is signed originally, more details found in the IV. of Section V. in “Semi-Annual Report of 2012” of the Company (III) Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period. The following events committed by related parties such as listed companies, directors, supervisors, senior management, shareholders holding above 5% shares of the Company as well as actual controllers in reporting period or extending to reporting period. √Applicable □Not applicable Commitment Commitment Commitments Accepter Contents Implementation date term Withdrawal from the horizontal competition. More Commitments in report of acquisition or Sichuan 2007-8-15 to details found in 2007-6-12 Implemented equity change Changhong 2010-8-15 No.: 2007-044 disclosed in June of 2007 Commitment of reduce, avoidance Strictly Sichuan and standardized Effective Privately issuance commitment 2010-6-24 performed the Changhong the intertype permanently commitments competition and related transaction 7 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) The stock purchased this time owes 36 months restriction period. 2011-1-10 to 2010-12-23 More details found 2014-1-10 in No.: 2011-001 disclosed in January of 2011 Commitment of long-term leasing to Changhong Air Conditioner with land and houses and after property certificated Implementing finished; supervise and urge Sichuan Changhong Before Minsheng leasing 2010-9-7 completed the land and houses to Mianyang Meiling for long-term leasing and after finished the property certificated, transfer land and houses to Mianyang Meiling Authorized Changhong Air Conditioner and Zhongshan Air Strictly Effective Conditioner use 2010-11-6 performed the permanently trademark commitments “Changhong” and relevant patent for free in long period Minsheng Logistic will transfer the Changhong land and houses to Minsheng Before Mianyang Meiling 2010-9-7 Implementing Logistic Co., completed while the house Ltd property certificate was completed Disclosing the periodic report, major influence information and clarification notice timely, truly, accuracy, completeness and fairness; No misuse Strictly Effective The Company of the insider 2011-1-7 performed the permanently information and commitments other directly/indirectly improper means on the stock trading of the Company by Directors, Supervisors and Senior executives 8 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) State-owned property of Meiling Group transfer; More 2010-3-25 to Commitments in assets acquisition The Company 2010-3-25 Implementing details found in 2015-3-25 No.: 2010-013 disclosed in March of 2010 Performing related to the manufacture operation of main business; paid back the amount on due; No influence on the Commitment on temporary normal process of 2012-6-12 to supplementation of circulating capital from The Company investment project 2012-5-26 Implementing 2013-6-12 partial idle raising fund from raising fund, no disguised changes on capital usage; no securities investment and risk investment conducted Commitment of reduce, avoidance Strictly and standardized Effective performed the the intertype permanently commitments competition and related transaction Leasing the houses to Changhong Air Conditioner and negotiated the Other commitments(additional house property and Before Implementing commitments included): Assets property of land transfer with completed Sichuan air conditioner transfer; More details found Changhong Air 2009-12-10 Changhong in No.: 2009-047 disclosed in December of Conditioner bases 2009 on operational needs Authorized Changhong Air Conditioner and Zhongshan 2009-12-10 to Changhong use Implementing 2012-12 trademarked “Changhong” for free in later three years Completed on time or not √Yes □No □Not applicable Detail reasons for un-complement and - further plan Whether made a promise to horizontal competition and related transactions that □Yes □No √Not applicable resulted or not Solution term promised - Solution way - Complementation - (IV) Estimation of operation performance for year of 2012 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss 9 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Not applicable (V) Particulars about other significant events which needed explanations 1. Particular about security investment □Applicable √Not applicable 2. Particulars about derivatives investment □Applicable √Not applicable 3. Particulars about the positions of derivatives investment at the end of report period □Applicable √Not applicable 4. Registration form of receiving research, communication and interview in the report period Content discussed Date Place Way Type Object and documents provided Guotai Fund Operation status of 2012-01-13 Conference room Field research Institution Management Co., the Company, no Ltd. material provided Bosch Fund Operation status of 2012-02-06 Conference room Field research Institution Management Co., the Company, no Ltd. material provided Operation status of Founder Security 2012-05-09 Conference room Field research Institution the Company, no Co., Ltd. material provided Operation status of CITIC Security Co., 2012-05-16 Conference room Field research Institution the Company, no Ltd. material provided Operation status of China Galaxy 2012-05-29 Conference room Field research Institution the Company, no Security Co., Ltd. material provided Dongxing Security Operation status of 2012-07-03 Conference room Field research Institution Co., Ltd.; Minsheng the Company, no Security Co., Ltd. material provided Operation status of Xingye Security Co., 2012-09-12 Conference room Field research Institution the Company, no Ltd. material provided Changjiang Security Operation status of Co., Ltd.; Dongfang 2012-09-14 Conference room Field research Institution the Company, no Fund Management material provided Co, Ltd 5. Corporate bond issuance Whether corporate bond issued or not □ Yes √ Not IV. Appendix (I) Financial statement Whether consolidated statement or not: 10 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) √ Yes □ No Unless otherwise, currency for this statement refers to CNY (RMB) 1. Consolidated Balance Sheet Prepared by Hefei Meiling Co., Ltd 2012-9-30 Unit: RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 1,269,380,719.76 1,401,674,679.41 Settlement provisions Capital lent Transaction finance asset Notes receivable 2,345,868,085.10 1,523,729,827.01 Accounts receivable 896,406,779.28 571,218,022.80 Accounts paid in advance 172,568,838.32 237,494,745.03 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 20,553,819.23 41,508,227.47 Purchase restituted finance asset Inventories 1,442,577,569.78 1,860,605,286.96 Non-current asset due within one year Other current assets Total current assets 6,147,355,811.47 5,636,230,788.68 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 35,874,783.58 36,910,458.62 Investment property 20,106,059.69 17,318,541.96 Fixed assets 900,083,934.01 935,910,604.45 Construction in progress 314,850,252.32 204,053,321.44 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 623,881,131.72 648,660,218.36 Expense on Research and 36,710,385.00 25,167,492.74 Development Goodwill 5,529,842.09 5,529,842.09 Long-term expenses to be apportioned Deferred income tax asset 110,378,836.89 92,782,352.57 Other non-current asset Total non-current asset 2,047,415,225.30 1,966,332,832.23 Total assets 8,194,771,036.77 7,602,563,620.91 Current liabilities: 11 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) Short-term loans 59,840,828.33 144,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 1,468,278,355.61 1,191,929,934.59 Accounts payable 1,576,579,386.49 1,598,851,420.62 Accounts received in advance 429,525,697.16 703,404,091.67 Selling financial asset of repurchase Commission charge and commission payable Wage payable 75,181,186.73 109,562,805.25 Taxes payable 94,947,919.26 73,939,903.98 Interest payable Dividend payable 1,457,350.26 1,524,379.01 Other accounts payable 960,760,909.35 518,444,925.03 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 3,405,507.92 2,452,094.16 year Other current liabilities Total current liabilities 4,669,977,141.11 4,344,109,554.31 Non-current liabilities: Long-term loans 131,114,600.00 12,705,500.00 Bonds payable Long-term account payable Special accounts payable 18,494,978.80 Projected liabilities 358,984,496.40 315,699,502.43 Deferred income tax liabilities Other non-current liabilities 72,815,868.38 57,318,443.08 Total non-current liabilities 562,914,964.78 404,218,424.31 Total liabilities 5,232,892,105.89 4,748,327,978.62 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 763,739,205.00 636,449,338.00 Capital public reserve 1,482,582,390.81 1,609,999,547.27 Less: Inventory shares Reasonable reserve Surplus public reserve 299,625,924.94 299,625,924.94 Provision of general risk Retained profit 369,973,776.87 250,743,672.24 Balance difference of foreign -933,400.14 -501,107.01 currency translation Total owner’s equity attributable to parent 2,914,987,897.48 2,796,317,375.44 company Minority interests 46,891,033.40 57,918,266.85 Total owner’s equity(or shareholders’ 2,961,878,930.88 2,854,235,642.29 12 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) equity) Total liabilities and owner’s equity(or 8,194,771,036.77 7,602,563,620.91 shareholders’ equity) Legal representative: Liu Tibin Person in charge of accounting works: Yu Wanchun Person in charge of accounting institution: Tang Bin 2. Balance Sheet of parent company Prepared by Hefei Meiling Co., Ltd 2012-9-30 Unit: RMB Item Balance at period-end Balance at period-begin Current assets: Monetary funds 950,409,702.60 1,045,235,918.61 Transaction finance asset Notes receivable 1,813,847,961.00 1,338,813,802.92 Accounts receivable 771,818,198.21 402,230,488.74 Accounts paid in advance 403,846,428.19 253,040,962.58 Interest receivable Dividend receivable Other receivables 49,015,153.91 48,509,875.77 Inventories 640,281,838.79 990,284,586.85 Non-current asset due within one year Other current assets Total current assets 4,629,219,282.70 4,078,115,635.47 Non-current assets: Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 841,710,144.10 841,422,384.33 Investment real estate 13,346,042.17 13,701,458.68 Fixed assets 645,754,976.59 687,515,150.24 Construction in progress 248,874,503.40 191,737,347.16 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 483,744,051.54 501,028,725.80 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset 70,261,907.72 69,532,232.71 Other non-current asset Total non-current asset 2,303,691,625.52 2,304,937,298.92 Total assets 6,932,910,908.22 6,383,052,934.39 Current liabilities: Short-term loans 52,882,178.66 120,000,000.00 Transaction financial liabilities Notes payable 1,110,795,932.95 858,879,727.69 Accounts payable 1,277,826,591.81 1,271,155,333.03 13 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) Accounts received in advance 191,185,913.91 277,848,104.26 Wage payable 60,348,616.26 80,821,797.09 Taxes payable 31,766,482.80 81,559,342.02 Interest payable Dividend payable 1,457,350.26 1,524,379.01 Other accounts payable 624,342,705.29 400,789,644.51 Non-current liabilities due within 1 year 3,405,507.92 2,452,094.16 Other current liabilities Total current liabilities 3,354,011,279.86 3,095,030,421.77 Non-current liabilities: Long-term loans 131,114,600.00 12,705,500.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities 358,984,496.40 315,699,502.43 Deferred income tax liabilities Other non-current liabilities 55,411,373.40 57,254,843.08 Total non-current liabilities 545,510,469.80 385,659,845.51 Total liabilities 3,899,521,749.66 3,480,690,267.28 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 763,739,205.00 636,449,338.00 Capital public reserve 1,497,898,193.91 1,625,315,350.37 Less: Inventory shares Reasonable reserve Surplus public reserve 299,407,759.26 299,407,759.26 General risk reserve Retained profit 472,344,000.39 341,190,219.48 Balance difference of foreign currency translation Total owner’s equity(or shareholders’ 3,033,389,158.56 2,902,362,667.11 equity) Total liabilities and owner’s equity(or 6,932,910,908.22 6,383,052,934.39 shareholders’ equity) Legal representative: Liu Tibin Person in charge of accounting works: Yu Wanchun Person in charge of accounting institution: Tang Bin 3. Consolidated Profit Statement (this report period) Prepared by Hefei Meiling Co., Ltd July-September of 2012 Unit: RMB Item Amount in this period Amount in last period I. Total operating income 2,237,682,987.81 1,967,627,950.44 Including: Operating income 2,237,682,987.81 1,967,627,950.44 Interest income Insurance gained Commission charge and commission income II. Total operating cost 2,311,110,995.75 1,976,416,561.93 Including: Operating cost 1,685,374,717.84 1,534,356,582.57 14 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 21,826,544.05 10,280,981.03 Sales expenses 526,451,442.98 375,581,894.12 Administration expenses 87,729,846.37 87,775,089.03 Financial expenses -15,186,988.11 -18,009,890.28 Losses of devaluation of asset 4,915,432.62 -13,568,094.54 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) -180,689.87 1,925,072.77 Including: Investment income on affiliated -222,881.65 -260,021.24 company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with -73,608,697.81 -6,863,538.72 “-”) Add: Non-operating income 111,980,171.30 2,033,626.56 Less: Non-operating expense 112,702.41 1,099,131.87 Including: Disposal loss of non-current 36,459.83 410,268.89 asset IV. Total Profit (Loss is listed with “-”) 38,258,771.08 -5,929,044.03 Less: Income tax expense 9,452,682.63 -4,940,349.34 V. Net profit (Net loss is listed with “-”) 28,806,088.45 -988,694.69 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of parent 40,197,529.33 4,858,979.15 company Minority shareholders’ gains and losses -11,391,440.88 -5,847,673.84 VI. Earnings per share -- -- i. Basic earnings per share 0.0526 0.0076 ii. Diluted earnings per share 0.0526 0.0076 VII. Other consolidated income -847,778.01 -106,074.87 VIII. Total comprehensive income 27,958,310.44 -1,094,769.56 Total consolidated income attributable to 39,637,946.74 4,752,904.28 owners of parent company Total consolidated income attributable to -11,679,636.30 -5,847,673.84 minority shareholders The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a same control. Legal representative: Liu Tibin Person in charge of accounting works: Yu Wanchun Person in charge of accounting institution: Tang Bin 4. Profit Statement of parent company (this report period) Prepared by Hefei Meiling Co., Ltd July-September of 2012 Unit: RMB Items Amount in this period Amount in last period 15 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) I. Operating income 1,502,962,565.89 1,532,137,865.30 Less: operating cost 1,241,030,101.72 1,254,379,154.10 Operating tax and extras 11,488,334.76 8,165,243.05 Sales expenses 183,198,878.43 209,139,566.13 Administration expenses 48,158,062.94 50,445,875.14 Financial expenses -16,363,475.17 -16,609,956.60 Losses of devaluation of asset -1,957,537.93 -7,956,692.15 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 154,153.88 2,040,000.32 Including: Investment income on affiliated 111,962.10 -107,514.28 company and joint venture II. Operating profit (Loss is listed with 37,562,355.02 36,614,675.95 “-”) Add: Non-operating income 7,770,744.80 1,175,079.69 Less: Non-operating expense 38,286.02 367,382.52 Including: Disposal loss of non-current 38,286.02 367,382.52 asset III. Total Profit (Loss is listed with “-”) 45,294,813.80 37,422,373.12 Less: Income tax expense -6,810,495.54 3,834,510.49 IV. Net profit (Net loss is listed with “-”) 52,105,309.34 33,587,862.63 V. Earnings per share -- -- i. Basic earnings per share 0.0682 0.0528 ii. Diluted earnings per share 0.0682 0.0528 VI. Other consolidated income -127,289.46 -106,074.87 VII. Total comprehensive income 51,978,019.88 33,481,787.76 Legal representative: Liu Tibin Person in charge of accounting works: Yu Wanchun Person in charge of accounting institution: Tang Bin 5. Consolidated profit statement (year-begin to end of this period) Prepared by Hefei Meiling Co., Ltd January-September of 2012 Unit: RMB Item Amount in this period Amount in last period I. Total operating income 7,550,293,510.93 7,442,646,639.08 Including: Operating income 7,550,293,510.93 7,442,646,639.08 Interest income Insurance gained Commission charge and commission income II. Total operating cost 7,497,562,907.35 7,429,703,139.95 Including: Operating cost 5,729,351,916.10 5,835,812,631.07 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 16 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) Operating tax and extras 64,999,503.81 29,734,833.85 Sales expenses 1,464,308,941.95 1,356,557,447.90 Administration expenses 246,641,388.13 231,319,253.25 Financial expenses -49,773,966.57 -33,250,531.86 Losses of devaluation of asset 42,035,123.93 9,529,505.74 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 80,274.04 2,257,469.01 Including: Investment income on affiliated -1,035,675.04 -396,478.55 company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 52,810,877.62 15,200,968.14 “-”) Add: Non-operating income 116,559,820.74 121,576,276.61 Less: Non-operating expense 5,738,521.21 3,242,460.35 Including: Disposal loss of non-current 5,370,396.64 2,294,798.27 asset IV. Total Profit (Loss is listed with “-”) 163,632,177.15 133,534,784.40 Less: Income tax expense 23,318,643.65 13,195,542.44 V. Net profit (Net loss is listed with “-”) 140,313,533.50 120,339,241.96 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of parent 151,052,571.53 131,016,975.36 company Minority shareholders’ gains and losses -10,739,038.03 -10,677,733.40 VI. Earnings per share -- -- i. Basic earnings per share 0.1978 0.2059 ii. Diluted earnings per share 0.1978 0.2059 VII. Other consolidated income -847,778.01 -106,074.87 VIII. Total comprehensive income 139,465,755.49 120,233,167.09 Total consolidated income attributable to 150,492,988.94 130,910,900.49 owners of parent company Total consolidated income attributable to -11,027,233.45 -10,677,733.40 minority shareholders The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a same control. Legal representative: Liu Tibin Person in charge of accounting works: Yu Wanchun Person in charge of accounting institution: Tang Bin 6. Profit Statement of parent company (year-begin to end of this period) Prepared by Hefei Meiling Co., Ltd January-September of 2012 Unit: RMB Items Amount in this period Amount in last period I. Operating income 5,124,001,708.53 5,738,621,856.22 Less: operating cost 4,311,046,955.05 4,558,710,517.16 Operating tax and extras 43,403,088.39 25,658,811.37 Sales expenses 544,241,886.84 865,393,459.98 Administration expenses 130,144,986.56 134,528,877.52 Financial expenses -50,082,883.52 -35,335,067.91 17 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) Losses of devaluation of asset -26,291,668.34 4,526,369.80 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 1,403,708.85 2,204,271.19 Including: Investment income on affiliated 287,759.77 -145,093.69 company and joint venture II. Operating profit (Loss is listed with 172,943,052.40 187,343,159.49 “-”) Add: Non-operating income 10,677,279.84 3,327,437.69 Less: Non-operating expense 5,360,222.65 2,248,212.57 Including: Disposal loss of non-current 5,360,222.65 2,244,428.62 asset III. Total Profit (Loss is listed with “-”) 178,260,109.59 188,422,384.61 Less: Income tax expense 15,283,861.78 28,048,383.83 IV. Net profit (Net loss is listed with “-”) 162,976,247.81 160,374,000.78 V. Earnings per share -- -- i. Basic earnings per share 0.2134 0.252 ii. Diluted earnings per share 0.2134 0.252 VI. Other consolidated income -127,289.46 -106,074.87 VII. Total comprehensive income 162,848,958.35 160,267,925.91 Legal representative: Liu Tibin Person in charge of accounting works: Yu Wanchun Person in charge of accounting institution: Tang Bin 7. Consolidated Cash Flow Statement (year-begin to end of this period) Prepared by Hefei Meiling Co., Ltd January-September of 2012 Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities 4,523,822,297.60 3,742,138,509.33 and providing labor services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 63,775,740.06 56,902,243.75 Other cash received concerning operating 120,435,305.61 160,715,258.22 activities Subtotal of cash inflow arising from 4,708,033,343.27 3,959,756,011.30 operating activities Cash paid for purchasing commodities and 3,433,164,543.09 3,268,082,361.83 receiving labor service 18 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 494,199,057.81 401,947,468.96 Taxes paid 392,217,707.99 341,699,457.59 Other cash paid concerning operating 429,151,777.23 629,570,934.47 activities Subtotal of cash outflow arising from 4,748,733,086.12 4,641,300,222.85 operating activities Net cash flows arising from operating -40,699,742.85 -681,544,211.55 activities II. Cash flows arising from investing activities: Cash received from recovering investment 1,000,000.00 Cash received from investment income 1,073,757.30 3,921,480.54 Net cash received from disposal of fixed, 10,508,917.59 81,152,480.73 intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing 15,682,560.50 22,785,825.94 activities Subtotal of cash inflow from investing 27,265,235.39 108,859,787.21 activities Cash paid for purchasing fixed, intangible 112,886,554.15 164,884,385.79 and other long-term assets Cash paid for investment -21,753,532.00 Net increase of mortgaged loans Net cash received from subsidiaries and 978,687.97 other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 112,886,554.15 144,109,541.76 activities Net cash flows arising from investing -85,621,318.76 -35,249,754.55 activities III. Cash flows arising from financing activities Cash received from absorbing investment 35,926,000.00 Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 380,685,156.66 152,961,241.63 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 380,685,156.66 188,887,241.63 activities Cash paid for settling debts 355,426,724.40 246,450,449.52 Cash paid for dividend and profit 37,193,578.57 34,916,771.52 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing 127,556.56 102,436.51 activities 19 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) Subtotal of cash outflow from financing 392,747,859.53 281,469,657.55 activities Net cash flows arising from financing -12,062,702.87 -92,582,415.92 activities IV. Influence on cash and cash equivalents 6,089,804.83 4,764,243.63 due to fluctuation in exchange rate V. Net increase of cash and cash -132,293,959.65 -804,612,138.39 equivalents Add: Balance of cash and cash equivalents 1,401,674,679.41 1,986,440,504.29 at the period -begin VI. Balance of cash and cash equivalents at 1,269,380,719.76 1,181,828,365.90 the period -end Legal representative: Liu Tibin Person in charge of accounting works: Yu Wanchun Person in charge of accounting institution: Tang Bin 8. Cash Flow Statement of parent company (year-begin to end of this period) Prepared by Hefei Meiling Co., Ltd January-September of 2012 Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities 3,312,091,575.07 2,551,260,321.64 and providing labor services Write-back of tax received 20,327,113.44 11,097,120.70 Other cash received concerning operating 11,953,570.93 4,649,052.65 activities Subtotal of cash inflow arising from 3,344,372,259.44 2,567,006,494.99 operating activities Cash paid for purchasing commodities and 2,807,356,749.19 2,084,509,977.25 receiving labor service Cash paid to/for staff and workers 214,240,456.61 198,836,502.68 Taxes paid 252,843,131.29 301,602,937.85 Other cash paid concerning operating 145,491,871.52 449,296,414.56 activities Subtotal of cash outflow arising from 3,419,932,208.61 3,034,245,832.34 operating activities Net cash flows arising from operating -75,559,949.17 -467,239,337.35 activities II. Cash flows arising from investing activities: Cash received from recovering investment 1,000,000.00 Cash received from investment income 1,073,757.30 3,681,177.60 Net cash received from disposal of fixed, 797,283.60 1,265,057.60 intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing 15,426,214.55 21,653,981.21 activities Subtotal of cash inflow from investing 17,297,255.45 27,600,216.41 activities Cash paid for purchasing fixed, intangible 64,474,065.58 114,767,303.99 and other long-term assets Cash paid for investment 129,000,000.00 Net cash received from subsidiaries and other units Other cash paid concerning investing 37,000,000.00 activities Subtotal of cash outflow from investing 64,474,065.58 280,767,303.99 activities Net cash flows arising from investing -47,176,810.13 -253,167,087.58 activities III. Cash flows arising from financing activities 20 Hefei Meiling Co., Ltd. The Third Quarterly Report for 2012(Full Text) Cash received from absorbing investment Cash received from loans 266,562,880.34 120,000,000.00 Cash received from issuing bonds Other cash received concerning financing 27,214,095.99 39,000,000.00 activities Subtotal of cash inflow from financing 293,776,976.33 159,000,000.00 activities Cash paid for settling debts 224,092,500.00 219,500,000.00 Cash paid for dividend and profit 36,404,906.95 32,808,599.29 distributing or interest paying Other cash paid concerning financing 10,127,556.56 112,429,947.13 activities Subtotal of cash outflow from financing 270,624,963.51 364,738,546.42 activities Net cash flows arising from financing 23,152,012.82 -205,738,546.42 activities IV. Influence on cash and cash equivalents 4,758,530.47 4,528,421.63 due to fluctuation in exchange rate V. Net increase of cash and cash -94,826,216.01 -921,616,549.72 equivalents Add: Balance of cash and cash equivalents 1,045,235,918.61 1,798,742,365.37 at the period -begin VI. Balance of cash and cash equivalents at 950,409,702.60 877,125,815.65 the period -end Legal representative: Liu Tibin Person in charge of accounting works: Yu Wanchun Person in charge of accounting institution: Tang Bin (II) Auditing Report Auditing Opinion Un-audited Hefei Meiling Co., Ltd. Chairman: Liu Tibin Date approval by the Board: 25 October 2012 21