The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. Foshan Electrical and Lighting Co., Ltd The First Quarterly Report for 2011 §1 Important Notice 1.1 The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior management staffs of Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as “the Company”) individually and jointly accepted responsibility for the correctness, accuracy and completeness of the contents of this report and confirmed that there was no false information, misleading statement or material omissions. 1.2 The first quarterly financial report has not been audited by Accounting Firm. 1.3 Zhong Xincai, the company principal and the person-in-charge of the accounting work, and Wang Shuqiong, the person-in-charge of the accounting department (the accounting principal) hereby ensure that the financial statements enclosed in this report is factual and complete. §2 Company Profile 2.1 Main accounting data and financial indices Unit: RMB Yuan At the end of the Increase/decrease At the end of last year reporting period (%) Total assets (RMB Yuan) 3,194,751,669.62 3,128,547,460.46 2.12% Owner’s equity attributable to shareholders of listed company (RMB 2,831,881,390.53 2,766,913,027.29 2.35% Yuan) Share capital (Share) 978,563,745.00 978,563,745.00 0.00% Net asset per share attributable to shareholders of listed company (RMB 2.89 2.83 2.12% Yuan/share) Increase/decrease Reporting period Same period of last year (%) Sales turnover (RMB Yuan) 519,151,820.87 374,418,879.89 38.66% Net profit attributable to shareholders of 67,639,896.12 27,655,122.03 144.58% listed company (RMB Yuan) Net cash flow arising from operating 40,103,514.78 35,422,624.91 13.21% activities (RMB Yuan) Net cash flow per share arising from 0.04 0.04 0.00% operating activities (RMB Yuan/share) Basic earnings per share (RMB 0.07 0.03 133.33% Yuan/share) Diluted earnings per share (RMB 0.07 0.03 133.33% Yuan/share) Weighted average return on equity (%) 2.39% 1.00% 1.39% Weighted average return on equity after deducting extraordinary gains and losses 2.39% 1.00% 1.39% (%) Items of non-recurring gains and losses √Applicable □ Inapplicable Unit: RMB Yuan Remark (E.g. Non-recurring gains and losses Amount applicable) Gains and losses arising from disposal of non-current assets -154,711.62 Ultra vires, or documents without formal approval, or tax 0.00 rebates and tax reliefs 1 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. Government subsidies recorded in gains and losses of the current period, except for those closely related to normal business of the Company, acquired in the ordinary course of 42,249.99 business or granted continuously in certain standard quota according to relevant national laws and regulations Funds occupation fee charged from non-financial enterprises 95,875.00 and recorded in gains and losses of the current period Profits generated when the enterprise’s investment cost acquired form subsidiaries, affiliated enterprises, and joint ventures is less than the to-be-enjoyed fair value of 0.00 identifiable net assets of invested units during the investment period Gains and losses of non-monetary assets exchange 0.00 Gains and losses through entrusting others to invest or 0.00 manage assets Assets impairment provisions withdrawn because of force 0.00 majeure, for example, natural disaster Debt restructuring gains and losses 0.00 Company restructuring expenses such as employee 0.00 placement and integration costs Gains and losses exceeding the fair value and arising from 0.00 transactions of unfair prices Current net profit or loss from the beginning of the period to the date of merge for the subsidiary resulted from the merge 0.00 of enterprises under the same control Profit or loss generated from the matters which are not 0.00 related to the Company’s normal operation or contingency Except for effective hedging related to normal business of the Company, there are gains and losses arising from change in fair value generated from held transactional financial assets and transactional financial liabilities, and invest -31,528.69 income arising from disposal of transactional financial assets, transactional financial liabilities, and financial assets available for sale Reversal of impairment provisions of accounts receivable 0.00 separately tested for impairment test Gains and losses arising from entrusted external loans 0.00 Gains and losses arising from change in fair value of investment real estates subsequently measured by fair value 0.00 mode Impact on current gains and losses by one-time adjustment over current gains and losses according to laws and 0.00 regulations of tax and accounting Entrusting fee incomes from entrust operation 0.00 Other non-operating income and expense other than -452,401.98 abovementioned Other non-recurring gains and losses in line with the -5,213.81 definition of profit and loss items Influenced amount of income tax 140,965.67 Total -364,765.44 - 2.2 Statement on total number of shareholders and shares held by the top ten shareholders not subject to trading moratorium Unit: share Total number of shareholders in the 165,986 reporting period 2 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. Shares held by the top ten tradable-share-holders not subject to trading moratorium Tradable shares not subject to Full name of shareholders trading moratorium held at the Categories period-end Prosperity Lamps & Components Co., 102,751,648 RMB common share Ltd. DBS VICKERS (HONG KONG) LTD 13,205,145 Domestically listed foreign share A/C CLIENTS Taifook Securities Company 10,901,212 Domestically listed foreign share Limited-Account Client EAST ASIA SECURITIES COMPANY 9,527,080 Domestically listed foreign share LIMITED Zhuang Jianyi 8,404,132 Domestically listed foreign share Bank of China-E Fund Shenzhen Stock 7,026,783 RMB common share 100 Exchange Trade Fund Industrial and Commercial Bank of China-Rongtong Securities SZSE 100 5,923,381 RMB common share Index Investment Fund Bank of China-First-Trust Goodquality 5,189,921 RMB common share Life Stock Fund Guangzhou Prosperity Lamps & 4,911,140 RMB common share Components Trade Co., Ltd. Industrial and Commercial Bank of China - Soochow Jiahe Advanced Mixed Type 3,990,615 RMB common share Open-Ended Fund Open-end Securities Investment Fund §3 Significant Events 3.1 Significant changes in major accounting data, financial highlights and reasons for these changes √Applicable □Non-applicable 1. Transactional financial assets decreased by 86.72% over the end of last year, mainly because some transactional financial assets at the end of last year were recovered in this year; 2. Prepayments increased by 139.65% over the end of last year, mainly due to the increase of prepaid accounts for materials; 3. Other receivables increased by 134.82% over the end of last year, mainly because a subsidiary provided fund subsidy for an affiliated company; 4. Taxes payable increased by 725.70% over the end of last year, mainly due to the increase of payable charges in the current period; 5. Other payables decreased by 59.22% over the end of last year, mainly because accounts payable were paid in the current period; 6. Operating income increased by 38.66% over the same period of last year, mainly due to the increase of revenue from the main business in the current period; 7. Total profit increased by 138.18% over the same period of last year, mainly due to the increase of operating income of the current period; 8. Net profit increased by 154.28% over the same period of last year, mainly due to the increase of operating income of the current period; 9. Net increase of cash and cash equivalents increased by 186.60% over the same period of last year, mainly due to the increase of cash inflow in operating activities and the decrease of cash flow in investing activities. 3.2 Process of significant events and influence, as well as analysis and explanation on resolving proposal 3 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. 3.2.1 Non-standard opinion □Applicable √Inapplicable 3.2.2 Fund supply for controlling shareholders or related parties of the Company and external guarantee with violation against regulated procedures □Applicable √Inapplicable 3.2.3 Signing and performance of significant contracts of routine operation □Applicable √Inapplicable 3.2.4 Others □Applicable √Inapplicable 3.3. Execution of committed events of the Company, shareholders, and actual controllers The following committed events of related parties such as listed companies, directors, supervisors, and senior management staffs of listed companies, shareholders holding over 5% equity of the Company, as well as the Company’s actual controllers in the reporting period or lasting to the reporting period □Applicable √Inapplicable Commitment Contents of the Commitment Execution maker commitment Special commitments: 1. The assigned shares can not be listed for exchange or transferred [i] within the 60 months starting from the date of acquiring the right of listing and trading or [i i] before 31 Dec. 2011 (the standard date complied with the earlier date between [i] and [i i]). OSRAM Holding Company Limited OSRAM will ask Shenzhen Commitment concerning Holding Stock Exchange for In progress of implementation shareholding reform Company locking target shares Limited during the committed trading-right-limited period of the aforesaid shares after the transfer of shares. 2. Germany OSRAM Company will purchase lamp products from FSL according to provisions in the purchase contract of lamp products signed by Germany OSRAM and FSL on 31 Aug. 2004. 3. As required by FSL, OSRAM 4 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. Holding Company Limited will urge Germany OSRAM Company to consider about providing proper technology assistance and knacks for FSL in light of provisions and conditions negotiated by FSL and Germany OSRAM Company. Commitments made in a purchase report or a report on changes of N/A N/A N/A owners’ equity Commitments made in material N/A N/A N/A asset reorganization Commitments made when issuing N/A N/A N/A Other commitments (including N/A N/A N/A supplementary ones) 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Other significant events need to be explained 3.5.1 Securities investment √Applicable □Inapplicable Unit: RMB Yuan Proportion to total Profits and Shares held Book value securities Short form Initial losses in No. Stock variety Stock code at the at the investment of Stock investment reporting period-end period-end at period period-end (%) Semir 1 Stock 002563 100,500.00 1,500 86,025.00 1.69% 0.00 Garment 5,000,000. Other securities investment at the end of period - 4,998,589.70 98.31% 0.00 00 Investment gains/(losses) arising from sale of - - - - 34,408.99 securities 5,100,500. Total - 5,084,614.70 100% 34,408.99 00 Explanation on securities investment The stocks held by the Company were IPO shares that the Company succeeded in subscribing for by lot within the capital amount limit as reviewed and approved at the board session on 25 Nov. 2010 and not sell out in the reporting period. Other securities investments are finance products purchased from brokers as reviewed and approved by the Board on 25 Nov. 2010. Purchase of the above products is executed in strict accordance with Management System of Securities Investment. The influence of securities investment on business performance in the reporting period can be ignored because of the small proportion of securities investment. 5 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. 3.5.2 Reception of research, interviews and visits in the reporting period In the reporting period, there’s no reception of field research, telephone communication or written inquiry by investors. 3.6 Derivative Investment □Applicable √Inapplicable 3.6.1 Derivatives held as at the end of the report period □Applicable √Inapplicable §4 Attachment 4.1 Balance sheet Prepared by Foshan Electrical and Lighting Co., Ltd. 31 Mar. 2011 Unit: RMB Yuan Closing balance Opening balance Item Consolidation Parent company Consolidation Parent company Current assets: Monetary funds 730,833,704.38 699,179,123.87 711,853,632.95 681,198,634.58 Settlement fund reserve Dismantle fund Transaction financial asset 5,084,531.40 5,084,531.40 38,287,211.70 5,097,211.70 Notes receivable 82,107,413.60 81,127,583.60 79,964,518.10 74,911,048.10 Account receivable 318,845,809.48 316,128,441.52 317,185,505.67 332,564,283.12 Account paid in advance 70,379,994.01 56,313,271.42 29,367,891.60 18,230,151.84 Premium receivables Receivables from reinsurers Reinsurance contract reserve receivables Interest receivable Dividend receivable 7,000,000.00 7,228,228.30 Other account receivable 47,559,984.50 70,866,014.33 20,254,086.70 62,118,207.87 Financial assets purchased under agreements to resell Inventories 388,206,888.99 354,648,992.43 365,413,882.78 339,343,349.75 Non-current assets due within 1 year Other current assets Total current assets 1,643,018,326.36 1,590,347,958.57 1,562,326,729.50 1,520,691,115.26 Non-current assets: Loans and advance Available for sale financial 92,597,021.44 92,597,021.44 95,740,001.28 95,740,001.28 assets Held to maturity investments Long-term account receivable Long-term equity 443,002,360.72 598,479,360.72 443,373,689.60 598,850,689.60 investment Investing property Fixed asset 665,377,242.18 568,928,840.02 683,122,864.12 591,335,800.42 Project in construction 110,439,502.96 81,879,282.77 100,914,324.93 72,198,935.48 Engineering material Fixed asset disposal Bearer biological asset Oil assets 6 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. Intangible assets 217,594,396.81 200,655,095.55 220,607,352.76 202,020,835.92 Development expense Goodwill Long-term expense to be apportioned Deferred income tax assets 22,722,819.15 22,426,566.72 22,462,498.27 22,323,210.28 Other non-current assets Total of non-current assets 1,551,733,343.26 1,564,966,167.22 1,566,220,730.96 1,582,469,472.98 Total assets 3,194,751,669.62 3,155,314,125.79 3,128,547,460.46 3,103,160,588.24 Current liabilities: Short-term borrowings Borrowings from Central Bank Deposits and due to banks and other financial institutions Borrowings from banks and other financial institutions Transactional financial liabilities Notes payable Accounts payable 210,193,494.67 245,121,425.31 192,615,874.39 214,720,055.92 Accounts received in 468,900.05 22,598,645.79 37,156,710.99 advance Financial assets sold under agreements to repurchase Handling charges and commissions payable Employee’s compensation 42,011,411.53 42,011,411.53 54,092,566.23 53,759,277.53 payable Taxes and fares payable 31,366,726.87 29,581,556.91 -5,013,034.54 -3,412,797.35 Interest payable Dividend payable Other accounts payable 12,391,510.55 7,424,354.16 30,383,813.76 28,785,087.45 Due to reinsurers Insurance contract reserve Amount payable for acting trading securities Amount payable for acting underwriting securities Non-current liabilities due within 1 year Other current liabilities Total current liabilities 296,432,043.67 324,138,747.91 294,677,865.63 331,008,334.54 Non-current liabilities: Long-term borrowings Debentures payable Long-term payables Specific-purpose account payables Accrued liabilities Deferred income tax 8,807,560.71 8,807,560.71 9,736,677.79 9,736,677.79 liabilities Other non-current 10,514,191.66 10,514,191.66 11,951,441.65 10,556,441.65 liabilities 7 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. Total non-current liabilities 19,321,752.37 19,321,752.37 21,688,119.44 20,293,119.44 Total liabilities 315,753,796.04 343,460,500.28 316,365,985.07 351,301,453.98 Shareholders’ equity Share capital 978,563,745.00 978,563,745.00 978,563,745.00 978,563,745.00 Capital surplus 642,575,241.66 639,474,414.72 645,246,774.53 642,145,947.59 Less: Treasury Stock Special reserve Surplus reserve 555,433,925.97 555,433,925.97 555,433,925.97 555,433,925.97 General risk provision Retained earnings 655,308,477.90 638,381,539.82 587,668,581.79 575,715,515.70 Foreign exchange difference Total owners' equity attributable to holding 2,831,881,390.53 2,811,853,625.51 2,766,913,027.29 2,751,859,134.26 company Minority interests 47,116,483.05 45,268,448.10 Total owners’ equity 2,878,997,873.58 2,811,853,625.51 2,812,181,475.39 2,751,859,134.26 Total liabilities and owners’ 3,194,751,669.62 3,155,314,125.79 3,128,547,460.46 3,103,160,588.24 equity 4.2 Profit Statement Prepared by Foshan Electrical and Lighting Co., Ltd. Jan.- Mar. 2011 Unit: RMB Yuan Jan. – Mar. 2011 Jan. – Mar. 2010 Items Consolidation Parent company Consolidation Parent company I. Total operating revenue 519,151,820.87 499,655,871.14 374,418,879.89 334,977,837.25 Including: Operating income 519,151,820.87 499,655,871.14 374,418,879.89 334,977,837.25 Interest income Premium income Handling charges and commission income II. Total operating cost 437,518,529.30 426,216,928.47 341,193,265.20 303,086,422.41 Including: Operating cost 382,961,179.80 375,271,839.05 297,304,591.29 264,045,446.28 Interest expenses Handling charges and commission expenses Cash surrender value Net amount of claims Net provision for insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate 5,079,122.08 4,739,856.56 2,893,659.13 2,371,688.07 charges Sales and distribution 19,620,097.37 19,081,919.45 20,876,610.08 18,653,059.72 expenses Administrative 31,768,782.74 27,919,049.80 21,930,134.98 19,750,303.00 expenses Financial expenses -577,605.92 -510,464.63 -2,045,368.13 -1,734,074.66 Asset impairment loss -1,333,046.77 -285,271.76 233,637.85 Add: Gain/(loss) from change in fair value (“-” -2,880.30 -2,880.30 means loss) Gain/(loss) from -336,981.09 -336,981.09 141,819.06 1,891,819.06 investment (“-” means loss) 8 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. Including: income form investment on affiliated enterprises and jointly-run enterprises Foreign exchange difference (“-” means loss) III. Business profit (“-” 81,293,430.18 73,099,081.28 33,367,433.75 33,783,233.90 means loss) Add: non-operation 317,075.07 281,759.08 713,165.90 700,179.70 income Less: non-business 881,938.68 106,898.46 186,541.53 186,541.53 expense Including: loss from non-current asset disposal IV. Total profit (“-” means 80,728,566.57 73,273,941.90 33,894,058.12 34,296,872.07 loss) Less: Income tax 11,240,635.51 10,607,917.78 6,566,268.29 5,251,879.31 expense V. Net profit (“-” means 69,487,931.06 62,666,024.12 27,327,789.83 29,044,992.76 loss) Attributable to parent 67,639,896.12 62,666,024.12 27,655,122.03 29,044,992.76 company Minority interests 1,848,034.94 -327,332.20 VI. Earnings per share (I) basic earnings per 0.07 0.03 share (II) diluted earnings per 0.07 0.03 share Ⅶ. Other comprehensive 52,502,974.62 52,502,974.62 income Ⅷ. Total comprehensive 121,990,905.68 115,168,998.74 27,327,789.83 29,044,992.76 income Attributable to owners of 120,142,870.74 115,168,998.74 27,655,122.03 29,044,992.76 parent company Attributable to minority 1,848,034.94 -327,332.20 shareholders Net profit realized by the merged party before the enterprise merger under the same control in current period: RMB 0.00. 4.3 Cash Flow Statement Prepared by Foshan Electrical and Lighting Co., Ltd. Jan. - Mar. 2011 Unit: RMB Yuan Jan. – Mar. 2011 Jan. – Mar. 2010 Items Consolidation Parent company Consolidation Parent company I. Cash flows from operating activities: Cash received from sale of commodities and rendering 524,375,800.57 510,836,656.33 402,283,908.13 358,173,412.72 of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other 9 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of savings of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of borrowings from banks and other financial institutions Net increase of buy-back funds Tax refunds received 20,496,681.50 20,496,681.50 5,372,993.03 5,102,993.03 Other cash received relating to operating 16,339,400.82 4,558,351.35 7,922,307.54 7,516,195.58 activities Subtotal of cash inflows 561,211,882.89 535,891,689.18 415,579,208.70 370,792,601.33 from operating activities Cash paid for goods and 389,549,926.37 384,463,487.31 271,452,808.90 245,955,010.27 services Net increase of customer lending and advance Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contract Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for 66,728,041.24 62,658,649.82 58,132,210.19 54,966,738.96 employees Various taxes paid 28,480,175.79 20,829,892.27 22,522,813.01 15,599,094.92 Other payment of cash relating to operating 36,350,224.71 38,034,219.35 28,048,751.69 24,511,449.69 activities Subtotal of cash outflows 521,108,368.11 505,986,248.75 380,156,583.79 341,032,293.84 from operating activities Net cash flows from 40,103,514.78 29,905,440.43 35,422,624.91 29,760,307.49 operating activities II. Cash Flows from investment activities: Cash received from 267,808.76 267,808.76 1,121,575.00 1,121,575.00 withdrawing investments Cash received from -16,799.77 -16,799.77 141,819.06 1,891,819.06 investment income 10 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. Net cash received from disposal of fixed assets, 100,000.00 intangible assets and other long-term assets Net cash received from disposal of subsidiary or other operating business units Other cash received relating to investment activities Subtotal of cash inflows from investment 351,008.99 251,008.99 1,263,394.06 3,013,394.06 activities Cash paid to acquire fixed assets, intangible assets and 20,686,669.51 11,389,700.73 56,819,478.19 52,217,036.46 other long-term assets Cash paid for investment 206,800.00 206,800.00 1,036,005.00 1,036,005.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other operating units Payment of cash relating to other investment activities Subtotal of cash outflows 20,893,469.51 11,596,500.73 57,855,483.19 53,253,041.46 from investment activities Net cash flows from -20,542,460.52 -11,345,491.74 -56,592,089.13 -50,239,647.40 investment activities III. Cash Flows from Financing Activities: Cash received from absorbing investment Including: Cash received by subsidiaries from increase in minority interests Cash received from borrowings Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing activities Cash repayments of amounts borrowed Cash paid for interest expenses and distribution of 612,000.00 dividends or profit Including: dividends or profit paid by subsidiaries to 612,000.00 minority shareholders Other cash payments relating to financing activities 11 The First Quarterly Report for 2011 of Foshan Electrical and Lighting Co., Ltd. Sub-total of cash outflows 612,000.00 from financing activities Net cash flows from -612,000.00 financing activities IV. Effect of foreign exchange rate changes on -580,982.83 -579,459.40 -135,052.55 -135,052.55 cash and cash equivalents V. Increase in cash and cash 18,980,071.43 17,980,489.29 -21,916,516.77 -20,614,392.46 equivalents Add : Balance of cash and cash equivalents at 711,853,632.95 681,198,634.58 1,036,582,265.88 927,931,735.27 year-begin VI. Balance of cash and cash equivalents at the end of the 730,833,704.38 699,179,123.87 1,014,665,749.11 907,317,342.81 year 4.4 Auditor’s report Auditor’s opinion: un-audited 12