English Translation for Reference Only Foshan Electrical and Lighting Co., Ltd. Semi-Annual Report 2011 (Date of disclosure: 17 Aug. 2011) Important Notice: The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior executives of Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as the Company) guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and will take individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. Director Mr.Joerg Thaele entrusted Director Francis Michael Piscitelli to attend the board session for reviewing this report and vote on behalf of him when he was on a business trip at the moment. The Abstract of the Semi-Annual Report is extracted from the Semi-Annual Report 2011, which is simultaneously published in www.cninfo.com.cn. For details, investors are suggested to read the Semi-Annual Report 2011 carefully. No director, supervisor or senior management staff of the Company is unable to guarantee or has demur at the factuality, exactness or completeness of the contents in this Report. The semi-annual financial report 2011 has not been audited by the accounting firm. This report is prepared both in Chinese and English. Should there be any difference in interpretation of the two versions, the Chinese version shall prevail. Mr. Zhong Xincai, Chairman of the Board as well as the General Manager and person in charge of accounting work, and Wang Shuqiong, Manager of Financial Department, hereby confirm that the financial report enclosed in this Semi-Annual Report is true and complete. Contents I. Company Profile………………………………………………………………2 II. Changes in Shares Capital and Particulars about Shares Held by Principal Shareholders………………………...…………………………………………5 III. Particulars about Directors, Supervisors and Senior Executives……………8 IV. Report of the Board of Directors……………………………………………11 V. Significant Events……………………………………………………………14 VI. Financial Report……………………………………………………………22 VII. Notes to Financial Report ……………………………………………………37 VIII. Documents Available for Reference………………………….……………101 1 English Translation for Reference Only I. Company Profile (I) General information 1. Legal name of the Company in Chinese: 佛山电器照明股份有限公司 Abbr.: Foshan Zhaoming Legal Name of the Company in English: FOSHAN ELECTRICAL AND LIGHTING CO., LTD. Abbr.: FSL 2. Stock exchange listed with: Shenzhen Stock Exchange Short form of the stock: Foshan Zhaoming (A share) Yue Zhaoming B (B share) Stock code: 000541 (A share) 200541 (B share) 3. Registered and office address: No. 64, Fenjiang Road North, Chancheng District, Foshan City, Guangdong Province Post Code: 528000 International Website: www.chinafsl.com E-mail: fsl@chinafsl.com 4. Legal representative: Zhong Xincai 5. Secretary of the Board of Directors: Zhou Xiangfeng Address: No. 64, Fenjiang Road North, Chancheng District, Foshan City, Guangdong Province Tel: (0757) 82966062、82810239 Fax: (0757) 82816276 E-mail: fsldsh@126.com 6. Newspapers designated for information disclosing: China Securities Journal, Securities Times, Hongkong Ta Kung Pao Website designated by CSRC: http://www.cninfo.com.cn Place where the interim report is prepared and placed: Secretariat Office of Board of Directors, Office Building of the Company (II) Main financial data and indices 1. Main financial data and indices Unit: RMB Yuan Increase/decrease at the end of At the end of this At the end of last this reporting period compared reporting period year with the end of last year (%) Total assets (Yuan) 3,102,265,236.42 3,128,547,460.46 -0.84% Owners’ equity attributable to shareholders 2,627,603,894.11 2,766,913,027.29 -5.03% of the listed company (Yuan) Share capital (share) 978,563,745.00 978,563,745.00 0.00% Net assets per share attributable to shareholders of the listed company 2.69 2.83 -4.95% (Yuan/share) 2 English Translation for Reference Only Reporting period Same period of Increase/decrease year-on-year (From Jan. to Jun. last year (%) 2011) Total operating income (Yuan) 1,095,319,303.24 824,360,344.65 32.87% Operating profit (Yuan) 151,632,304.43 100,391,784.74 51.04% Total profit (Yuan) 147,367,757.98 99,393,710.09 48.27% Net profit attributable to shareholders of the 117,867,457.28 80,817,767.96 45.84% listed company (Yuan) Net profit attributable to shareholders of the listed company after deducting 121,278,591.24 77,499,017.69 56.49% non-recurring gains and losses (Yuan) Basic earnings per share (Yuan/share) 0.12 0.08 50.00% Diluted earnings per share (Yuan/share) 0.12 0.08 50.00% Weighted average ROE (%) 4.39% 3.12% 1.27% Weighted average ROE after deducting 4.52% 2.99% 1.53% non-recurring gains and losses (%) Net cash flows from operating activities 74,468,557.85 75,605,698.73 -1.50% (Yuan) Net cash flows per share from operating 0.08 0.08 0.00% activities (Yuan/share) 2. Items of non-recurring gains and losses Unit: RMB Yuan Note (if Items of non-recurring gains and losses Amount applicable) Gains and Losses on disposal of non-current assets -5,125,258.92 Government subsidies accounted into current income account, except for those government subsidies closely related to the Company’s normal operation business, 710,499.98 according with state policies, and sustainably received by quota or ration Gain/loss from change of fair value of transactional asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and sellable 14,033.17 financial assets, other than valid period value instruments related to the Company’s common businesses Capital occupied from non-financial enterprise recorded into 165,423.00 current gains and losses Other non-operating income and expense except the 150,212.49 aforesaid items Impact on income tax 686,488.26 Other gains and losses accorded with definition of -12,531.94 non-current gains and losses Total -3,411,133.96 - 3 English Translation for Reference Only 3. Difference between PRC GAAP and IFRS Unit: RMB Yuan Net profit attributable to shareholders of the Owners’ equity attributable to shareholders listed company of the listed company Amount in the Amount in the same Closing amount Opening amount reporting period period of last year According to IFRS 117,867,457.28 80,817,767.96 2,627,603,894.11 2,766,913,027.29 According to PRC 117,867,457.28 80,817,767.96 2,627,603,894.11 2,766,913,027.29 GAAP Sub-items adjusted according to IFRS and total: Total difference between PRC GAAP 0.00 0.00 0.00 0.00 and IFRS Explanation on difference between No difference PRC GAAP and IFRS 4. Net return on equity and earnings per share of the reporting period were accounted in accordance with requirement in Compilation Rules for Information Disclosures by Companies That Offer Securities to the Public (No. 9)-Calculation and Disclosure of Net Return on Equity and Earnings per Share issued by CSRC (Revised in 2010) Net return on equity Earnings per share (RMB Yuan) (%) Items Basic earnings per Diluted earnings Weighted average share per share Net profit attributable to shareholders holding ordinary shares of the 4.39 0.12 0.12 Company The first Net profit attributable to half year shareholders holding of 2011 ordinary shares of the 4.52 0.12 0.12 Company after deducting non-recurring profit and loss 4 English Translation for Reference Only II. Changes in Shares Capital and Particulars about Shares Held by Principal Shareholders (I) In the reporting period, the stock structure changed due to the reason that some restricted shares were released. However, the total shares remained unchanged. Unit: share Before the change Increase/decrease (+, - ) After the change Turning capital Proportio Bonus Proportio Amount New shares reserves Others Sub-total Amount n (%) shares n (%) into share capital I. Shares subject to 145,690,41 137,286,28 14.89% -8,404,132 -8,404,132 14.03% trading moratorium 7 5 1. Shares held by the state 2. Shares held by state-owned legal entities 3. Shares held by other domestic 4,286,189 0.44% 4,286,189 0.44% investors Including: shares held by domestic 3,942,813 0.40% 3,942,813 0.40% non-state-owned legal entities Shares held by domestic natural 343,376 0.04% 343,376 0.04% persons 4. Shares held by 140,219,81 131,815,68 14.33% -8,404,132 -8,404,132 13.47% foreign investors 7 5 Including: shares 131,815,68 131,815,68 held by foreign legal 13.47% 13.47% 5 5 entities Shares held by foreign natural 8,404,132 0.86% -8,404,132 -8,404,132 0 0.00% persons 5. Shares held by 1,184,411 0.12% 1,184,411 0.12% senior executives II. Shares not subject 832,873,32 841,277,46 to trading 85.11% 8,404,132 8,404,132 85.97% 8 0 moratorium 5 English Translation for Reference Only 1. RMB ordinary 616,056,42 616,056,42 62.96% 62.96% shares 3 3 2. Domestically listed 216,816,90 225,221,03 22.16% 8,404,132 8,404,132 23.02% foreign shares 5 7 3. Overseas listed foreign shares 4. Others 978,563,74 978,563,74 III. Total shares 100.00% 0 0 100.00% 5 5 (II) Statement on the top ten shareholders and the top ten shareholders holding shares not subject to trading moratorium Unit: Share Total number of As at the end of the reporting period, shareholders totaled to 165,696, of which A-share holders amounted to shareholders 145,294 and B-share holders amounted to 20,402. Particulars about shares held by the top ten shareholders Shareholding Total number of Shares subject to Shares pledged or Name of shareholder Nature of shareholder ratio (%) shares held trading moratorium held frozen OSRAM Holding Co., Foreign corporation (04) 13.47% 131,815,685 131,815,685 0 Ltd. Prosperity Lamps and Foreign corporation (04) 10.50% 102,751,648 0 0 Components Ltd. DBS VICKERS (HONG KONG) LTD Foreign corporation (04) 1.37% 13,405,145 0 0 A/C CLIENTS Taifook Securities Company Foreign corporation (04) 1.12% 10,916,212 0 0 Limited-Account Client EAST ASIA SECURITIES Foreign corporation (04) 0.97% 9,527,080 0 0 COMPANY LIMITED Foreign natural person Zhuang Jianyi 0.86% 8,404,132 0 0 (05) Bank of China-E Fund Shenzhen Stock 100 Funds, wealth Transaction management products 0.71% 6,938,693 0 0 Open-ended Index and others (06) Fund Bank of Funds, wealth China-First-Trust management products 0.61% 5,925,152 0 0 Goodquality Life and others (06) 6 English Translation for Reference Only Stock Fund Industrial and Commercial Bank of Funds, wealth China- Rongtong management products 0.56% 5,524,155 0 0 Shenzhen Stock and others (06) Exchange 100 Index Stock Fund Guangzhou Prosperity Lamps and General domestic 0.50% 4,911,140 0 0 Components Trading cooperation (02) Co., Ltd. Particulars about shares held by the top ten shareholders not subject to trading moratorium Shares not subject to trading moratorium Name of shareholders Type of shares held Prosperity Lamps and Components Ltd. 102,751,648 RMB ordinary share DBS VICKERS (HONG KONG) LTD A/C 13,405,145 Domestically listed foreign share CLIENTS_ Taifook Securities Company Limited-Account 10,916,212 Domestically listed foreign share 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 100 6,938,693 RMB ordinary share Transaction Open-ended Index Fund Bank of China-First-Trust Goodquality Life 5,925,152 RMB ordinary share Stock Fund Industrial and Commercial Bank of China- Rongtong Shenzhen Stock Exchange 100 Index 5,524,155 RMB ordinary share Stock Fund Guangzhou Prosperity Lamps and Components 4,911,140 RMB ordinary share Trading Co., Ltd. Bank of China-Da Cheng Blue Chip Sustaining 4,553,267 RMB ordinary share Stock Fund Explanation on Among the top ten shareholders of the Company, there exists association relationship between Prosperity associated relationship Lamps and Components Limited and Zhuang Jianyi, and they belong to acting-in-concert. Except that, it is among the unknown whether there is any associated relationship among the any other shareholders among the top ten above-mentioned shareholders and among the top ten shareholders not subject to moratorium, or whether there is any shareholders or action-in-concert among them as described by the Administrative Rules on Information Disclosure about acting-in-concert Changing of Shareholding Status. 7 English Translation for Reference Only III. Particulars about Directors, Supervisors and Senior Executives (I) Change in shares held by directors, supervisors and senior executives Shares Shares Share Shares held Shares held Of which: increased in decreased in options held Reason for Name Office term at at restricted the current the current at change period-begin period-end shares held period period period-end Chairman of Board of Zhong Xincai 876,206 876,206 657,153 0 Directors & GM Vice Chairman of Board Liu Xingming 351,280 351,280 263,460 0 of Directors & Vice GM Mr.Joerg Thaele (Mr. Director 0 Tai Le) Francis Michael Director 0 Piscitelli (Mr. Pan Dali) Ye Zaiyou Director 0 Liu Zhenping Independent director 0 Dou Linping Independent director 0 Zhang Haixia Independent Director 0 Jiao Zhigang Supervisor 22,880 22,880 17,160 0 Ye Supervisor 20,560 20,560 15,420 0 Zhenghong Yang Xudong Supervisor 3,900 3,900 2,925 0 Zhuang Rujia Supervisor 0 Zhang yingqi Supervisor 0 Xie Qing Vice GM 12,950 12,950 9,150 0 Wei Bin Vice GM 15,684 15,684 11,763 0 Zhao Yong Vice GM 8,700 8,700 6,525 0 Zou Jianping Vice GM 0 Wang CFO 140,013 140,013 105,010 0 Shuqiong Zhou Company Secretary 0 Xiangfeng (II) Engagement or dismissal of directors, supervisors and senior executives during the report period. 8 English Translation for Reference Only 1. On 6 Jan. 2011, the Board of Directors of the Company approved on Mr. Zou Jianping’s resignation from the post of secretary to the Board of Directors, as well as Mr. Huang Guanxiong’s resignation from the post of vice GM. 2. The 7th Session of the 6 th Board of Directors of the Company passed the resolution on engaging Mr. Zhou Xiangfeng as secretary to the Board of Directors. Zhou Xiangfeng, male, was born in Dec. 1961. He belongs to Chinese nationality and has no right of permanent residence abroad. He graduated from Zhongnan University of Economics with a master degree majoring in economics and obtained the qualification certification for secretary to board of directors. He once worked as a lecturer in the School of Ecomics and Management of Hainan University, the fully-authorized securities representive of Guangdong Macro Co., Ltd., the office director in Guangzhou Branch and the general manager of Huangpu Business Office of China Securities Co., Ltd.,and the secretary to the board of directors, the office director, as well as the head of strategety development department of Guangdong Nanfang Soda Ash Industrial Co., Ltd. Zhou Xiangfeng does’t hold any share of Foshan Electrical and Lighting Co., Ltd., and has never been punished by CSRC, Shenzhen Stock Exchange, and other related departments. 3. On 26 Apr. 2011, the 9th Session of the 6th Board of Directors of the Company passed the resolution on engaging Mr. Zhaoyong as director of the 6th Board of Directors to fill the gap. Zhao Yong, male, was born in Li County of Hunan Province in Oct. 1966. He is a member of CPC and an engineer with a bachelor degree. At present, he works as the vice GM of the Company. He graduated from the major of casting in the 2nd Department of Mechanics of South China University of Technology in Jun. 1989, and received the training concerning light source and lighting engineering in Fudan University from Sep. to Dec. 2001. From Jun. 1989 to Jun. 1990, he worked in Foshan Craft and Art Casting Factory. From Jul. 1990 to Feb. 1992, he acted as the maintenance worker in machine repair workshop of Foshan Electrical and Lighting Co., Ltd.. From Feb. 1992 to Mar. 1994, he worked as the technican in auto lamp workshop of the Company. From Mar. 1994 to Mar. 1995, he worked at the research institute of the Company. From Apr. 1995 to Dec. 1997, he worked as the technican in single-end workshop. From Jan. 1998 to May 2001, he wored as the director assistant in auto lamp workshop. From May 2001 to Dec. 2005, he worked as the head of department of technology. From Jan. 2006 to Oct. 2008, he worked as the head of OEM department. From Oct. 2008 to Jan. 2011, he worked as the manager of purchase department. From May 2009, he started to concurrently to act as the manager of Foshan Taimei Times Lamps and Lanterns Co., Ltd. From Sep. 2009, he worked as the vice GM of the Company. From Feb. 2011, he concurrently acted as the manager of the Lamps and Lanterns Co., Ltd. There’s no related relationship between Mr. Zhao Yong and shareholders holding over 5% equity of the Company; as at the end of the reporting period, Mr. Zhao Yong held 8700 shares of the Company, and has never been punished by CSRC 9 English Translation for Reference Only and Shenzhen Stock Exchange. 4. On 26 Apr. 2011, the 3 rd Session of the 6 th Supervisory Committee of the Company passed the resolution on engaging Mr. Zhang Yingqi as supervisor of the 6th Supervisory Committee to fill the gap Zhang Yingqi, male, born in Feb. 1951, Han nationality, a party member of CPC and a postgraduate, comes from Shanghai. From Nov. 1968 to Feb. 1969, he worked as a worker at the No.7 Loading Area of Shanghai Port Bureau; from Feb. 1969 to Aug. 1986, he served as a cadre in the air force of Guangzhou military region; from Aug. 1986 to Dec. 1993, he acted as secretary and manager of Guangzhou Pearl River Enterprises Group; from Dec. 1993 to Sep. 2003, he worked in Guangzhou Pearl River Investment Fund Management Co., Ltd. as the managing director; from May 2001 to Aug. 2010, he worked as the General Manager in Guangzhou Pearl River Asset Management Co., Ltd. and has been holding the post of Chairman of the Board of Directors since Aug. 2010, and; since Dec. 2002, he has been serving as a supervisor in Guangzhou Pearl River Beer Co., Ltd. There’s no associated relationship between Mr. Zhang Yingqi and shareholders holding more than 5% equity of the Company. Mr. Zhang Yingqi neither holds any stock of the Company, nor has ever been punished by CSRC and Shenzhen Stock Exchange. 5. On 26 May 2011, Mr. Zhao Yong and Mr. Zhang Yingqi were elected at the Company’s Shareholders’ General Meeting respectively as a director for the Sixth Board of Directors and a supervisor for the Sixth Supervisory Committee. 10 English Translation for Reference Only IV. Report of the Board of Directors (I) Discussion and analysis by the management 1. Business overview for the reporting period For the first half of 2011, with fierce competition in the domestic electric light source sector, rising prices of main raw materials, increasing labor cost and growing RMB, the Company pooled the wisdom and efforts of everyone, overcoming lots of difficulties. It followed the guideline of ―to closely follow market needs, develop strategic products, enhance marketing channels and increase sales‖, which had been set at the beginning of the year. As a result, the Company achieved a better business performance for the reporting period. For the reporting period, the Company achieved operating revenues of RMB 1095.3193 million, up 32.87% from a year earlier; total profit of RMB 147.3678 million, up 48.27% from a year earlier; and net profit attributable to owners of the Company of RMB 117.8675 million, up 45.84% from a year earlier. The gross profit rate for the reporting period basically leveled with that for the same period of last year. 2. Main businesses classified according to industries and products Unit: RMB Ten thousand Main businesses classified according to industries Year-on-year Year-on-year Year-on-year Operating Gross profit rate increase/decreas increase/decreas increase/decrease Industries or products Operating cost income (%) e of operating e of operating of gross profit income (%) cost (%) rate (%) Lighting appliances and 107,389.86 80,829.78 24.73% 32.83% 31.34% 0.85% lamps Main businesses classified according to products Lighting appliances and 107,389.86 80,829.78 24.73% 32.83% 31.34% 0.85% lamps 3. Main businesses classified according to regions Unit: RMB Ten thousand Region Operating income Year-on-year increase/decrease (%) Domestic 68,002.82 39.93% Overseas 39,387.04 22.13% 4. Major movements of financial indicators for the reporting period Unit: RMB Ten thousand For the first half of Movement Items For the first half of 2010 Reasons for the movement 2011 (%) Increase of both domestic and overseas sales of electric light Operating revenues 109,531.93 82,436.03 32.87% source products in the reporting period 11 English Translation for Reference Only Operating cost 82,111.62 62,547.03 31.28% Increase of operating revenues Increase of expenses on advertising and distribution, as well as Selling expenses 5,211.01 3,923.16 32.83% other operating costs Financial expenses -105.37 -345.73 69.52% Less interest income due to less bank deposits Non-operating 586.49 252.97 131.84% More fixed assets were disposed in the reporting period. expenses Net profit attributable to owners of the 11,786.75 8,081.78 45.84% Increase of sales Company Movement Items 30 Jun. 2011 31 Dec. 2010 Reasons for the movement (%) Considering rising prices of raw materials, the Company Prepayments 10,227.24 2,936.79 248.25% increased prepayments for materials. Unit prices of raw materials increased and the Company Accounts payable 27,151.42 19,261.59 40.96% increased its stock of raw materials. Taxes and fares Withholding individual income tax and enterprise income tax 3,988.82 -501.30 895.69% payable due to dividend distribution For the first half of Movement Items For the first half of 2010 Reasons for the movement 2011 (%) Cash inflows from Increase of cash received from selling goods and rendering 121,705.38 93,230.22 30.54% operating activities services Cash outflows from 114,258.53 85,669.65 33.37% Increase of cash paid to purchase goods and accept services operating activities (II) Problems and difficulties encountered 1. Due to rising inflation, prices of raw materials such as fluorescent powder, tin wire, lamp holders, oil-gas, etc. kept rising, which led to more costs and a narrower space for profit. 2. Caused by changes of the macro-environment and policies, as well as the structural adjustment and relocation of industries, substantial change took place in labor supply and demand for traditional labor-intensive enterprises. It became harder to recruit and workers had been asking for higher salaries. For the first half of 2011, salary levels of the Company’s workers rose around 00% from a year earlier. 3. Competition over product prices and marketing channels became increasingly fierce in the sector. Major countermeasures taken by the Company to solve the aforesaid problems and difficulties: 1. Through reducing work quotas and piece prices, the Company tried to promote thrift in material and energy consumption by workshops. 2. Non-production employees were reduced. Managerial personnel were assigned to work at factories on a regular basis. And the working environment was improved to 12 English Translation for Reference Only ease shortage of front-line workers. 3. The Company responsively adjusted its production plans, as well as its product structure and specifications, so that its conventional products could meet market needs in a better way and production and sales could be maximized. 4. Development, production and sale of new products such as EC030 and LED were beefed up. 5. Without affecting normal sales, the Company tried to minimize its stock of finished and half-finished products. 6. OEM on some products was expanded. 7. The Company continued to expand marketing networks in the second and third-tier cities. 8. The Company strictly controlled financial risk in purchase and sale. (III) Investments made during the reporting period 1. During the reporting period, the Company did not raise any funds and there was no such a case where the application of the funds previously raised continued to the reporting period. 2. Significant investment projects with non-raised proceeds during the reporting period (1) As reviewed and approved at the Eighth Session of the Sixth Board of Directors, the Company jointly incorporated Guangdong Fozhao Guoxuan Power Energy Co., Ltd. with Hefei Guoxuan High-Tech Power Energy Co., Ltd.. The joint venture has a registered capital of RMB 50 million, with both parties contributing RMB 25 million and accounting for 50% of the joint venture’s share capital respectively. The joint venture was registered with the administrative bureau for industry and commerce on 27 Jun. 2011. Currently, the joint venture is buying equipments, decorating factories and handling other relevant work. (2) As reviewed and approved at the Ninth Session of the Sixth Board of Directors, the Company incorporated a wholly-owned subsidiary—Guangdong Fozhao Financial Leasing Co., Ltd., which has a registered capital of RMB 200 million. The subsidiary was registered with the administrative bureau for industry and commerce on 7 Jun. 2011. Currently, the subsidiary is recruiting employees, carrying out business trainings, soliciting business, etc.. (3) As reviewed and approved at the Ninth Session of the Sixth Board of Directors, the Company jointly incorporated Guangdong Fozhao New Light Sources Technology Co., Ltd. with Bright Technology & Venture Limited (registered in Hong Kong). The joint venture has a registered capital of RMB 222 million, of which the Company contributed RMB 122 in cash, accounting for 55% of the joint venture, and Bright Technology & Venture Limited contributed its technologies (consideration of RMB 100 million), accounting for 45% of the joint venture. The joint venture was registered with the administrative bureau for industry and commerce on 30 May 2011. Currently, the joint venture is recruiting employees, decorating factories and buying equipments. 13 English Translation for Reference Only V. Significant Events (I) Corporate governance During the reporting period, pursuant to applicable laws and regulations, as well as regulatory documents issued by the CSRC and the Shenzhen Stock Exchange on corporate governance of listed companies, the Company continued to improve its corporate governance and regulated its operation. The Company will further improve its corporate governance, strengthen its ability of corporate governance, enhance execution and supervision, and give full play to the supervising function of its audit committee, so as to make sure that all rules are effectively executed. The Board of Directors of the Company believes the actual conditions of the Company’s corporate governance basically comply with the Code of Corporate Governance for Listed Companies. (II) During the reporting period, the Company executed the dividend distribution plan approved at the 2010 Annual Shareholders’ General Meeting, i.e. to distribute a cash dividend of RMB 2.5 for every 10 shares. The Company will not distribute profit or transfer capital reserve into share capital for the reporting period. (III) During the reporting period, the Company was not involved in any significant lawsuit or arbitration. (IV) Related-party transactions during the reporting period Related-party transactions related to daily operation Unit: RMB Ten thousand Purchasing products and Selling products and providing receiving service from related service to related parties parties Related parties Proportion in the Proportion in the Trading total trading Trading total trading amount amount of the amount amount of the same kind same kind Prosperity Lamps and Components Limited 3,488.52 3.10% 847.66 1.28% Prosperity Electrical (China) Co., Ltd. 80.72 0.07% 768.60 1.16% OSRAM (China) Lighting Ltd. 736.40 0.65% 0.00 0.00% Prosperity (Xinxiang) Lighting Machinery Co., Ltd. 0.00 0.00% 65.75 0.10% Prosperity (Hangzhou) Lighting Electrical Co., Ltd. 57.30 0.05% 0.00 0.00% Total 4,362.95 3.87% 1,682.01 2.54% The aforesaid transactions were all priced based on market prices, which were fair and just. The related-party transactions were necessary for the normal operation of the Company, which was helpful to the long-term development of the Company. The related-party transactions above would not adversely affect the independence of 14 English Translation for Reference Only the Company. (V) Securities investments Unit: RMB Yuan Proportion in Number of the total Serial Variety of Code of Abbr. of Initial investment shares held Closing carrying closing Gain/loss in the No. securities securities securities amount at the amount securities reporting period period-end investment amount (%) Other securities investments held at the period-end 5,000,000.00 - 4,824,336.08 100.00% 0.00 Gain/loss on selling securities in the reporting - - - - 13,971.96 period Total 5,000,000.00 - 4,824,336.08 100% 13,971.96 Explanation on securities investments: Other securities investments were wealth management products bought from securities traders, which was reviewed and approved at the board session held on 25 Nov. 2010. The purchase of the said products was in strict compliance with the Management Rules for Securities Investment of the Company. (VI) Equity of other listed companies held by the Company Unit: RMB Yuan Change of Proportion in Gain/loss in Closing owners’ Initial investment the the Accounting Stock Stock code Stock abbr. carrying equity during amount company’s reporting title source amount the reporting total equity period period Available-for- 80,992,172.8 -12,535,654. Additional 601818 Everbright Bank 30,828,816.00 0.06% 0.00 sale financial 0 21 issue assets 80,992,172.8 -12,535,654. Total 30,828,816.00 - 0.00 - - 0 21 (VII) Execution of commitments made by the Company, its shareholders and actual controller Commitments made by the Company, its directors, supervisors, senior executives, shareholders with an over 5% shareholding, actual controller and other stakeholders during the reporting period, or such commitments carried down into the reporting period: Commitment Commitments Contents of the commitments Execution maker Commitments made in OSRAM Commitments made by OSRAM Holding Company Limited: 1. Being executed as share reforms Holding No listing or transfer may be taken within 60 months since the promised 15 English Translation for Reference Only Company date when the shares of the Company held by this company obtain Limited the trading right [i] or before Dec. 31, 2011 [ii] (taking the earlier date between [i] and [ii]). Osram would submit Shenzhen Stock Exchange to lock up the said shares in the course of the moratorium of trading right of the aforesaid shares after transfer of the shares. 2. Germany OSRAM Company would purchase the lamp products from FSL in accordance with the clauses of the Purchase Contract on Lamp Products signed between Germany OSRAM Company and FSL on Aug. 31, 2004. 3. As required by FSL, OSRAM should urge Germany OSRAM Company to provide the relevant technology abidance and skill to FSL in accordance with the clauses and conditions negotiated between FSL and Germany OSRAM Company. Commitments made by OSRAM Holding Company Limited and Prosperity Lamps and Components Limited: 1. Within four years after completion of the share reform and transfer procedure, a profit distribution plan would be proposed in the Annual Shareholders’ General Meeting of FSL, and the said two companies would vote the affirmative votes on the plan, in which the proportion of profit distribution would not be less than 65% of profit available for distribution realized by FSL in that year. 2. In order to maintain stability of FSL’s Management Team, OSRAM and Hong Kong Prosperity undertook: they would exercise the voting right in the Board session and the Shareholders’ General Meeting of FSL after the completion of share transfer to support continually Mr. Zhong Xincai to take the post of Chairman of the Board, so as to ensure that the existing management team remained unchanged basically within three years, but under the conditions that the existing management team should not give a poorer performance to produce adverse impact on FSL’s business performance. Commitments made in acquisition reports or reports on equity changes Commitments made in significant asset reorganization Commitments made in share issuance Other commitments (including supplementary ones) 16 English Translation for Reference Only (VIII) Other comprehensive incomes Unit: RMB Yuan Item Reporting period Same period of last year 1. Profits/(losses) from available-for-sale financial assets -14,747,828.48 Less: Effects on income tax from available-for-sale -2,212,174.27 financial assets Net amount transferred into profit and loss in the current period that was recognized into other comprehensive income in prior periods Subtotal -12,535,654.21 2. Interests in the investee entities’ other comprehensive income as per equity method Less: Effects on income tax from the interests in the investee entities’ other comprehensive income as per equity method Net amount transferred into profit and loss in the current period that was recognized into other comprehensive income in prior periods Subtotal 3. Profits/(losses) from cash flow hedging instrument Less: Effects on income tax from cash flow hedging instrument Net amount transferred into profit and loss in the current period that was recognized into other comprehensive income in prior period The adjustment value that is the converted initial recognition amount of arbitrage project Subtotal 4. Translation difference of foreign currency financial statements Less: Net value of disposal of oversea operations that were recognized into current profit and loss Subtotal 5. Other Less: Effects on income tax from the others that were included into other comprehensive income Net amount transferred into profit and loss in the current period that was recognized into other comprehensive income in prior periods Subtotal Total -12,535,654.21 0.00 (IX) Researches, interviews and visits received during the reporting period 17 English Translation for Reference Only Main discussion and materials provided Time Place Way of reception Visitor by the Company Production and operation of the 18 Apr. 2011 The Company Filed research Hwabao Securities Company Production and operation of the 28 Apr. 2011 The Company Filed research Sealand Securities Company Production and operation of the 28 Apr. 2011 The Company Filed research SWS Research Company Shenzhen Hengxun Production and operation of the 28 Apr. 2011 The Company Filed research Investment Consulting Company Co., Ltd. Production and operation of the 28 Apr. 2011 The Company Filed research Hongyuan Securities Company Shenzhen Changrun Asset Production and operation of the 28 Apr. 2011 The Company Filed research Management Co., Ltd. Company Minsheng Royal Fund Production and operation of the 28 Apr. 2011 The Company Filed research Management Co., Ltd. Company Guangdong New Value Production and operation of the 28 Apr. 2011 The Company Filed research Investment Co., Ltd. Company Production and operation of the 28 Apr. 2011 The Company Filed research GTJA Allianz Funds Company Production and operation of the 28 Apr. 2011 The Company Filed research Beijing Fuhua Securities Company Production and operation of the 28 Apr. 2011 The Company Filed research GF Securities Company Jiangsu Ruihua Production and operation of the 28 Apr. 2011 The Company Filed research Investment & Company Development Co., Ltd. Production and operation of the 28 Apr. 2011 The Company Filed research Essence Securities Company China Nature Asset Production and operation of the 28 Apr. 2011 The Company Filed research Management Co., Ltd. Company Shenzhen Shangcheng Production and operation of the 28 Apr. 2011 The Company Filed research Asset Management Ltd. Company Shenzhen Goldstone Asset Production and operation of the 28 Apr. 2011 The Company Filed research Management Ltd. Company Production and operation of the 28 Apr. 2011 The Company Filed research Gao Hua Securities Company 28 Apr. 2011 The Company Filed research Founder Securities Production and operation of the Company 18 English Translation for Reference Only Production and operation of the 28 Apr. 2011 The Company Filed research Hwabao Securities Company Tian Hong Asset Production and operation of the 20 May 2011 The Company Filed research Management Co., Ltd. Company Production and operation of the 8 Jun. 2011 The Company Filed research China Securities Co., Ltd. Company (X) Index for information disclosed Serial Newspaper and website for Time of Announcement name No. disclosure disclosure 1 Announcement on Resignation of the Company Secretary China Securities Journal, Securities Announcement Resolutions of the Seventh Session of the Sixth Board of 2 Times, Ta Kung Pao (HK), 2011-1-6 Directors http://www.cninfo.com.cn 3 Announcement on Resignation of Senior Executive China Securities Journal, Securities Announcement of Outward Investment Progress of Qinghai Fozhao 4 Times, Ta Kung Pao (HK), 2011-1-24 Lithium Energy Exploitation Co., Ltd. http://www.cninfo.com.cn Announcement on Resolutions of the Eighth Session of the Sixth Board of 5 Directors China Securities Journal, Securities 6 Announcement on Financial Support among Subsidiaries Times, Ta Kung Pao (HK), 2011-4-11 http://www.cninfo.com.cn Announcement on Incorporating Guangdong Fozhao Guoxuan Power 7 Energy Co., Ltd. 8 Announcement on Preliminary Earnings Estimate for 2010 China Securities Journal, Securities Times, Ta Kung Pao (HK), 2011-4-14 9 Announcement on Estimated Business Growth for the First Quarter of 2011 http://www.cninfo.com.cn 10 Abstract of the 2010 Annual Report Announcement on Resolutions of the Ninth Session of the Sixth Board of 11 Directors 12 Notice on Convening the 2010 Annual Shareholders’ General Meeting 13 Abstract of the Report for the First Quarter of 2011 China Securities Journal, Securities Times, Ta Kung Pao (HK), 2011-4-28 Announcement on Resolutions of the Third Session of the Sixth 14 http://www.cninfo.com.cn Supervisory Committee 15 Announcement on Routine Related-party Transactions for 2011 16 Announcement on Incorporating a Financial Leasing Subsidiary Announcement on Incorporating Guangdong Fozhao New Light Sources 17 Technology Co., Ltd. Announcement on Resolutions of the 2010 Annual Shareholders’ General China Securities Journal, Securities 18 2011-5-26 Meeting Times, Ta Kung Pao (HK), 19 English Translation for Reference Only http://www.cninfo.com.cn China Securities Journal, Securities 19 Clarification Announcement Times, Ta Kung Pao (HK), 2011-5-27 http://www.cninfo.com.cn China Securities Journal, Securities Announcement on Progress of the Guangdong Fozhao New Light 20 Times, Ta Kung Pao (HK), 2011-6-13 Sources Technology Co., Ltd. Project http://www.cninfo.com.cn 21 Announcement on Executing the Profit Distribution Plan for 2010 China Securities Journal, Securities Announcement on Winning the Bid for the National Project for Times, Ta Kung Pao (HK), 2011-6-15 22 http://www.cninfo.com.cn Promoting High-Efficient Lighting Products (XI) Significant contracts 1. During the reporting period, the Company did not hold in trust, contract or lease substantial assets of other companies, nor vise versa. And there were no such case that occurred in previous periods and were carried down into the reporting period. 2. During the reporting period, the Company was not involved in any significant guarantee. And there were no such case that occurred in previous periods and were carried down into the reporting period. 3. During the reporting period, the Company did not entrust others with substantial cash asset management. And there were no such case that occurred in previous periods and were carried down into the reporting period. (XII) During the reporting period, the Company, or shareholders with an over 5% shareholding (inclusive), did not make any commitment that might produce substantial influence on the Company’s operating results and financial position. And there were no such case that occurred in previous periods and were carried down into the reporting period. (XIII) Special statement and independent opinion by independent directors on capital occupation by related parties and external guarantees: Upon serious checks upon the Company’s provision of external guarantees and capital occupation by its controlling shareholder and other related parties, independent directors believes that: For the first half of 2011, the Company did not provide any guarantee (against applicable regulations or not) to external parties. And there were no borrowings, lendings or capital occupation between the Company and its controlling shareholder and related parties with a shareholding below 50%; and there were no such cases that occurred in previous periods and were carried down to 30 Jun. 2011. (XIV) The financial report for the reporting period has not been audited. (XV) During the reporting period, the Company, its Board of Directors and directors did not receive any investigation, administrative punishment or 20 English Translation for Reference Only criticism by circular from the CSRC, any punishment from any other administrative departments, or any public censure from the stock exchange. (XVI) As reviewed and approved at the Eighth Session of the Sixth Board of Directors, the Company jointly incorporated Guangdong Fozhao Guoxuan Power Energy Co., Ltd. with Hefei Guoxuan High-Tech Power Energy Co., Ltd.. The joint venture has a registered capital of RMB 50 million, with both parties contributing RMB 25 million and accounting for 50% of the joint venture’s share capital respectively. The joint venture was registered with the administrative bureau for industry and commerce on 27 Jun. 2011. (XVII) As reviewed and approved at the Eighth Session of the Sixth Board of Directors, Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd., of which the Company controlled a 51% stake, was agreed to provide financial support for Qinghai Fozhao Lithium Energy Exploitation Co., Ltd., of which the Company held a 38% stake. The financial support (a borrowing of RMB 25 million)—both principal and interest—was taken back on 2 Apr. 2011. (XVIII) As reviewed and approved at the Ninth Session of the Sixth Board of Directors, the Company incorporated a wholly-owned subsidiary—Guangdong Fozhao Financial Leasing Co., Ltd., which has a registered capital of RMB 200 million. The subsidiary was registered with the administrative bureau for industry and commerce on 7 Jun. 2011. (XIX) As reviewed and approved at the Ninth Session of the Sixth Board of Directors, the Company jointly incorporated Guangdong Fozhao New Light Sources Technology Co., Ltd. with Bright Technology & Venture Limited (registered in Hong Kong). The joint venture has a registered capital of RMB 222 million, of which the Company contributed RMB 122 in cash, accounting for 55% of the joint venture, and Bright Technology & Venture Limited contributed its technologies (consideration of RMB 100 million), accounting for 45% of the joint venture. The joint venture was registered with the administrative bureau for industry and commerce on 30 May 2011. 21 English Translation for Reference Only VI. Financial Report(Unaudited) (I) Balance sheet Prepared by Foshan Electrical and Lighting Co., Ltd. 30 Jun. 2011 Unit: RMB Yuan Closing balance Opening balance Items Consolidation The Company Consolidation The Company Current Assets: Monetary funds 547,799,984.61 290,544,862.94 711,853,632.95 681,198,634.58 Settlement reserves Intra-group lendings Transactional financial assets 4,824,336.08 4,824,336.08 38,287,211.70 5,097,211.70 Notes receivable 95,701,617.96 91,132,017.96 79,964,518.10 74,911,048.10 Accounts receivable 340,328,640.68 349,636,837.08 317,185,505.67 332,564,283.12 Accounts paid in advance 102,272,435.13 87,150,608.45 29,367,891.60 18,230,151.84 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 14,968,946.03 7,228,228.30 Other accounts receivable 15,780,890.52 59,511,046.61 20,254,086.70 62,118,207.87 Financial assets purchased under agreements to resell Inventories 464,795,681.63 415,736,031.02 365,413,882.78 339,343,349.75 Non-current assets due within 1 year Other current assets Total current assets 1,571,503,586.61 1,313,504,686.17 1,562,326,729.50 1,520,691,115.26 Non-current assets: Loans by mandate and advances granted Available-for-sale financial 80,992,172.80 80,992,172.80 95,740,001.28 95,740,001.28 assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 454,723,766.01 820,200,766.01 443,373,689.60 598,850,689.60 Investing property Fixed assets 632,893,846.71 542,958,281.19 683,122,864.12 591,335,800.42 Construction in progress 123,045,179.20 84,943,988.19 100,914,324.93 72,198,935.48 Engineering materials 22 English Translation for Reference Only Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 216,775,899.37 199,289,355.18 220,607,352.76 202,020,835.92 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 22,330,785.72 22,394,175.90 22,462,498.27 22,323,210.28 Other non-current assets Total of non-current assets 1,530,761,649.81 1,750,778,739.27 1,566,220,730.96 1,582,469,472.98 Total assets 3,102,265,236.42 3,064,283,425.44 3,128,547,460.46 3,103,160,588.24 Current liabilities: Short-term borrowings Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable Accounts payable 271,514,170.73 280,249,143.95 192,615,874.39 214,720,055.92 Accounts received in advance 16,820,927.52 42,775,364.41 22,598,645.79 37,156,710.99 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation 42,141,871.53 42,141,871.53 54,092,566.23 53,759,277.53 payable Tax payable 39,888,211.52 38,914,576.10 -5,013,034.54 -3,412,797.35 Interest payable Dividend payable 3,415,262.58 Other accounts payable 35,333,182.19 34,351,162.96 30,383,813.76 28,785,087.45 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 year Other current liabilities Total current liabilities 409,113,626.07 438,432,118.95 294,677,865.63 331,008,334.54 23 English Translation for Reference Only Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 7,524,503.52 7,524,503.52 9,736,677.79 9,736,677.79 Other non-current liabilities 11,815,274.99 10,471,941.67 11,951,441.65 10,556,441.65 Total non-current liabilities 19,339,778.51 17,996,445.19 21,688,119.44 20,293,119.44 Total liabilities 428,453,404.58 456,428,564.14 316,365,985.07 351,301,453.98 Owners’ equity (or shareholders’ equity) Paid-up capital (or share 978,563,745.00 978,563,745.00 978,563,745.00 978,563,745.00 capital) Capital reserves 632,711,120.32 629,610,293.38 645,246,774.53 642,145,947.59 Less: Treasury stock Specific reserves Surplus reserves 555,433,925.97 555,433,925.97 555,433,925.97 555,433,925.97 Provisions for general risks Retained profits 460,895,102.82 444,246,896.95 587,668,581.79 575,715,515.70 Foreign exchange difference Total equity attributable to owners 2,627,603,894.11 2,607,854,861.30 2,766,913,027.29 2,751,859,134.26 of the Company Minority interests 46,207,937.73 45,268,448.10 Total owners’ equity 2,673,811,831.84 2,607,854,861.30 2,812,181,475.39 2,751,859,134.26 Total liabilities and owners’ 3,102,265,236.42 3,064,283,425.44 3,128,547,460.46 3,103,160,588.24 equity Person in charge of the Company: Zhong Xincai Person in charge of accounting affairs: Zhong Xincai Person in charge of accounting firm: Wang Shuqiong (II) Income statement Prepared by Foshan Electrical and Lighting Co., Ltd. Jan.-Jun. 2011 Unit: RMB Yuan Reporting period Same period of last year Items Consolidation The Company Consolidation The Company I. Total operating revenues 1,095,319,303.24 1,082,909,469.69 824,360,344.65 753,152,624.27 Including: Sales income 1,095,319,303.24 1,082,909,469.69 824,360,344.65 753,152,624.27 Interest income Premium income Handling charge and 24 English Translation for Reference Only commission income II. Total operating cost 944,575,593.83 952,892,092.24 724,146,678.01 655,742,434.86 Including: Cost of sales 821,116,200.01 840,361,496.35 625,470,314.21 571,479,580.10 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate 11,860,578.51 10,164,480.35 7,228,353.99 6,408,030.82 charges Selling and distribution 52,110,105.61 49,745,840.51 39,231,617.50 34,157,925.91 expenses Administrative expenses 59,191,173.51 52,403,223.14 55,859,131.20 42,439,164.15 Financial expenses -1,053,651.60 -584,697.22 -3,457,326.40 -3,009,297.89 Asset impairment loss 1,351,187.79 801,749.11 -185,412.49 4,267,031.77 Add: Gain/(loss) from change in -162,575.62 -162,575.62 fair value (―-‖ means loss) Gain/(loss) from investment 1,051,170.64 9,020,116.66 178,118.10 4,876,871.01 (―-‖ means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (―-‖ means loss) III. Business profit (―-‖ means 151,632,304.43 138,874,918.49 100,391,784.74 102,287,060.42 loss) Add: non-operating income 1,600,358.50 1,479,708.43 1,531,640.51 1,231,323.31 Less: non-operating expense 5,864,904.95 5,080,111.93 2,529,715.16 2,524,715.16 Including: loss from non-current asset disposal IV. Total profit (―-‖ means loss) 147,367,757.98 135,274,514.99 99,393,710.09 100,993,668.57 Less: Income tax expense 25,145,548.48 22,102,197.49 18,058,926.42 15,642,954.93 V. Net profit (―-‖ means loss) 122,222,209.50 113,172,317.50 81,334,783.67 85,350,713.64 Attributable to owners of the 117,867,457.28 113,172,317.50 80,817,767.96 85,350,713.64 Company Minority shareholders’ 4,354,752.22 517,015.71 0.00 income VI. Earnings per share (I) basic earnings per share 0.12 0.08 25 English Translation for Reference Only (II) diluted earnings per 0.12 0.08 share Ⅶ. Other comprehensive incomes -12,535,654.21 0.00 Ⅷ. Total comprehensive incomes 109,686,555.29 113,172,317.50 81,334,783.67 85,350,713.64 Attributable to owners of the 105,331,803.07 113,172,317.50 80,817,767.96 85,350,713.64 Company Attributable to minority 4,354,752.22 517,015.71 shareholders For any business combination under the same control that occurred in the reporting period, the combined party realized zero net profit before the combination. Person in charge of the Company: Zhong Xincai Person in charge of accounting affairs: Zhong Xincai Person in charge of accounting firm: Wang Shuqiong (III) Cash flow statement Prepared by Foshan Electrical and Lighting Co., Ltd. Jan.-Jun. 2011 Unit: RMB Yuan Reporting period Same period of last year Items Consolidation The Company Consolidation The Company I. Cash flows from operating activities: Cash received from sale of commodities and rendering of 1,167,237,804.52 1,123,579,807.51 913,436,533.36 780,869,364.36 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 financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and 26 English Translation for Reference Only commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received 42,005,225.14 41,757,239.95 9,373,907.90 9,103,907.90 Other cash received relating to 7,810,787.51 8,668,462.54 9,491,739.21 9,424,471.25 operating activities Subtotal of cash inflows from 1,217,053,817.17 1,174,005,510.00 932,302,180.47 799,397,743.51 operating activities Cash paid for goods and 856,308,150.90 852,185,589.05 633,133,201.91 527,210,282.87 services Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 142,691,769.52 123,908,432.96 128,171,951.00 113,847,318.65 Various taxes paid 81,501,927.12 64,089,642.55 61,532,232.54 50,056,203.44 Other cash payment relating to 62,083,411.78 66,260,891.21 33,859,096.29 33,281,845.21 operating activities Subtotal of cash outflows from 1,142,585,259.32 1,106,444,555.77 856,696,481.74 724,395,650.17 operating activities Net cash flows from operating 74,468,557.85 67,560,954.23 75,605,698.73 75,002,093.34 activities II. Cash flows from investing activities: Cash received from withdrawal 33,396,800.00 206,800.00 1,193,874.04 1,193,874.04 of investments Cash received from return on 2,411,455.42 2,411,455.42 178,118.10 4,840,571.97 investments Net cash received from disposal of fixed assets, intangible assets 100,000.00 and other long-term assets Net cash received from disposal of subsidiaries or other business units 27 English Translation for Reference Only Other cash received relating to investing activities Subtotal of cash inflows 35,908,255.42 2,618,255.42 1,371,992.14 6,034,446.01 from investing activities Cash paid to acquire fixed assets, intangible assets and other 39,458,297.28 16,092,517.78 29,406,644.35 22,726,409.89 long-term assets Cash paid for investment 12,806,800.00 222,806,800.00 1,036,005.00 1,036,005.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 52,265,097.28 238,899,317.78 30,442,649.35 23,762,414.89 investing activities Net cash flows from investing -16,356,841.86 -236,281,062.36 -29,070,657.21 -17,727,968.88 activities III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing activities Repayment of borrowings Cash paid for interest expenses and distribution of 221,508,538.40 221,508,538.40 202,806,459.02 201,781,832.57 dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from 221,508,538.40 221,508,538.40 202,806,459.02 201,781,832.57 financing activities 28 English Translation for Reference Only Net cash flows from financing -221,508,538.40 -221,508,538.40 -202,806,459.02 -201,781,832.57 activities IV. Effect of foreign exchange rate changes on cash and cash -428,597.63 -425,125.11 -712,700.32 -712,700.32 equivalents V. Net increase in cash and cash -163,825,420.04 -390,653,771.64 -156,984,117.82 -145,220,408.43 equivalents Add: Opening balance of 711,625,404.65 681,198,634.58 1,036,582,265.88 927,931,735.27 cash and cash equivalents VI. Closing balance of cash and 547,799,984.61 290,544,862.94 879,598,148.06 782,711,326.84 cash equivalents Person in charge of the Company: Zhong Xincai Person in charge of accounting affairs: Zhong Xincai Person in charge of accounting firm: Wang Shuqiong 29 English Translation for Reference Only (IV) Consolidated Statement of Changes in Owners’ Equity Prepared by Foshan Electrical and Lighting Co., Ltd. For the first half year of 2011 Unit: RMB Yuan Amount for the reporting period Amount for the previous year Equity attributable to owners of the Company Equity attributable to owners of the Company Paid-u Paid-u Minorit Minorit Items p Total p Total Less: Specifi Genera y Less: Specifi Genera y capital Capital Surplus Retaine owners capital Capital Surplus Retaine owners treasur c l risk Others interest treasur c l risk Others interest (or reserve reserve d profit ’ equity (or reserve reserve d profit ’ equity y stock reserve reserve s y stock reserve reserve s share share capital) capital) I. Balance at the 978,56 645,24 555,43 587,66 2,812,1 978,56 586,92 528,47 566,13 2,705,9 45,268, 45,896, end of the 3,745.0 6,774.5 3,925.9 8,581.7 81,475. 3,745.0 5,954.5 4,746.9 5,541.7 96,974. 448.10 986.77 previous year 0 3 7 9 39 0 3 2 6 98 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the 978,56 645,24 555,43 587,66 2,812,1 978,56 586,92 528,47 566,13 2,705,9 45,268, 45,896, beginning of the 3,745.0 6,774.5 3,925.9 8,581.7 81,475. 3,745.0 5,954.5 4,746.9 5,541.7 96,974. 448.10 986.77 year 0 3 7 9 39 0 3 2 6 98 III. Increase/ -126,77 -138,36 106,18 -12,535 939,48 58,320, 26,959, 21,533, -628,53 decrease of 3,478.9 9,643.5 4,500.4 ,654.21 9.63 820.00 179.05 040.03 8.67 amount in the 7 5 1 30 English Translation for Reference Only year (―-‖ means decrease) 117,86 122,22 263,77 271,09 4,354,7 7,321,2 (I) Net profit 7,457.2 2,209.5 6,242.9 7,445.9 52.22 02.98 8 0 8 6 (II) Other -12,535 -12,535 55,185, 55,185, comprehensive ,654.21 ,654.21 225.24 225.24 incomes 117,86 109,68 263,77 326,28 Subtotal of (I) -12,535 4,354,7 55,185, 7,321,2 7,457.2 6,555.2 6,242.9 2,671.2 and (II) ,654.21 52.22 225.24 02.98 8 9 8 0 (III) Capital paid in and 3,135,5 4,296,4 7,432,0 reduced by 94.76 61.84 56.60 owners 1. Capital 16,510, 16,510, paid in by owners 297.45 297.45 2. Amounts of share-based payments recognized in owners’ equity 3,135,5 -12,213 -9,078, 3. Others 94.76 ,835.61 240.85 (IV) Profit -244,640 -3,415,2 -248,056 26,959,1 -242,243 -12,246, -227,530 distribution ,936.25 62.59 ,198.84 79.05 ,202.95 203.49 ,227.39 31 English Translation for Reference Only 1. 26,959, -26,959 Appropriations to 179.05 ,179.05 surplus reserves 2. Appropriations to general risk provisions 3. -244,64 -248,05 -215,28 -227,53 Appropriations to -3,415, -12,246 0,936.2 6,198.8 4,023.9 0,227.3 owners (or 262.59 ,203.49 5 4 0 9 shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 32 English Translation for Reference Only 3. Surplus reserves for making up losses 4. Other ( Ⅵ ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 978,56 632,71 555,43 460,89 2,673,8 978,56 645,24 555,43 587,66 2,812,1 IV. Closing 46,207, 45,268, 3,745.0 1,120.3 3,925.9 5,102.8 11,831. 3,745.0 6,774.5 3,925.9 8,581.7 81,475. balance 937.73 448.10 0 2 7 2 84 0 3 7 9 39 Person in charge of the Company: Zhong Xincai Person in charge of accounting affairs: Zhong Xincai Person in charge of accounting firm: Wang Shuqiong 33 English Translation for Reference Only (V) Statement of Change in Owners’ Equity of the Company Prepared by Foshan Electrical and Lighting Co., Ltd. For the first half year of 2011 Unit: RMB Yuan Amount for the reporting period Amount for the previous year Paid-up Paid-up Less: General Total Less: General Total Items capital Capital Specific Surplus Retained capital Capital Specific Surplus Retained treasury risk owners’ treasury risk owners’ (or share reserve reserve reserve profit (or share reserve reserve reserve profit stock reserve equity stock reserve equity capital) capital) 2,751,8 2,642,3 I. Balance at the end of the 978,563 642,145 555,433 575,715 978,563 586,971 528,474 548,366 59,134. 76,860. previous year ,745.00 ,947.59 ,925.97 ,515.70 ,745.00 ,440.10 ,746.92 ,928.12 26 14 Add: change of accounting policy Correction of errors in previous periods Other 2,751,8 2,642,3 II. Balance at the beginning 978,563 642,145 555,433 575,715 978,563 586,971 528,474 548,366 59,134. 76,860. of the year ,745.00 ,947.59 ,925.97 ,515.70 ,745.00 ,440.10 ,746.92 ,928.12 26 14 III. Increase/ decrease of -131,46 -144,00 -12,535, 55,174, 26,959, 27,348, 109,482 amount in the year (―-‖ 8,618.7 4,272.9 654.21 507.49 179.05 587.58 ,274.12 means decrease) 5 6 113,172 113,172 269,591 269,591 (I) Net profit ,317.50 ,317.50 ,790.53 ,790.53 (II) Other comprehensive -12,535, -12,535, 55,174, 55,174, incomes 654.21 654.21 507.49 507.49 Subtotal of (I) and (II) -12,535, 113,172 100,636 55,174, 269,591 324,766 34 English Translation for Reference Only 654.21 ,317.50 ,663.29 507.49 ,790.53 ,298.02 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others -244,640 -244,640 26,959,1 -242,243 -215,284 (IV) Profit distribution ,936.25 ,936.25 79.05 ,202.95 ,023.90 1. Appropriations to 26,959, -26,959, surplus reserves 179.05 179.05 2. Appropriations to general risk provisions 3. Appropriations to -244,640 -244,640 -215,284 -215,284 owners (or shareholders) ,936.25 ,936.25 ,023.90 ,023.90 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 35 English Translation for Reference Only 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 2,607,8 2,751,8 978,563 629,610 555,433 444,246 978,563 642,145 555,433 575,715 IV. Closing balance 54,861. 59,134. ,745.00 ,293.38 ,925.97 ,896.95 ,745.00 ,947.59 ,925.97 ,515.70 30 26 Person in charge of the Company: Zhong Xincai Person in charge of accounting affairs: Zhong Xincai Person in charge of accounting firm: Wang Shuqiong 36 English Translation for Reference Only VII. Notes to the Financial Statements (Unless otherwise stated, all amounts are expressed in RMB Yuan.) ( I ) C o m p a n y P ro f i l e Company History Foshan Electrical & Lighting Co., Ltd. (hereinafter referred to as ―the Company‖), a joint-stock limited company jointly founded by Foshan Electrical and Lighting Company, Nanhai Wuzhuang Color Glazed Brick Field, and Foshan Poyang Printing Industrial Co. on Oct. 20, 1992 by raising funds under the approval of YGS (1992) No. 63 Document issued by the Joint Examination Group for Experimental Enterprises in Stock System of Guangdong Province and the Economic System Reform Commission of Guangdong Province, is an enterprise with its shares held by both the corporate and the natural persons. As approved by China Securities Regulatory Commission with Document (1993) No. 33, the Company publicly issued 19.3 million shares of social public shares (A shares) to the public in Oct., 1993, and was listed in Shenzhen Stock Exchange for trade on Nov. 23, 1993. The Company was approved to issue 50,000,000 B shares on Jul. 23, 1995. And, as approved to change into a foreign-invested stock limited company on Aug. 26, 1996 by (1996) WJMZEHZ No. 466 Document issued by the Ministry of Foreign Trade and Economic Cooperation of the People’s Republic of China. On Dec. 11, 2000, as approved by China Securities Regulatory Commission with ZJGS Zi [2000] No. 175 Document, the Company additionally issued 55,000,000 A shares. At approved by the Shareholders’ General Meeting 2006, 2007 and 2008, the Company implemented the plan of capitalization of capital reserve, after the transfer, the registered capital of the Company has increased to RMB 978,563,745.00 Yuan. And the registration code for corporate business license is QGYZZ No. 002889. Legal representative: Mr. Zhong Xincai Address: No. 64, Fenjiang North Road, Foshan, Guangdong Province Business Scope of the Company R&D and production of electro-optical source products, electro-optical source equipment and electro-optical accessories, and sales of such products made by it on both the domestic and overseas markets, and the relevant engineering consultation service. The main products of the Company include all kinds of electro-optical source products. Basic Structure of the Organ of the Company Shareholders’ General Meeting is the highest authority organ of the Company, Board of Directors is an executive organ to carry out the provisions formulated by the Shareholders’ General Meeting, Board of supervisors is an internal supervision organ of the Company, and the General Manager is responsible for routine operation and management. Up to the end of the reporting period, the Company owns 10 subsidiaries, namely, Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd., Foshan Chansheng Electronic Ballast Co., Ltd., Foshan Taimei Times Lamps and Lanterns 37 English Translation for Reference Only Co., Ltd., Foshan Gaoming Fuwan Landscape Resort Co., Ltd., Nanjing Fozhao Lighting Components Co., Ltd., FSL (Xinxiang) Lighting Co., Ltd., Foshan Lighting Lamps and Lanterns Co., Ltd., Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd., Guangdong Fozhao New Light Sources Technology Co., Ltd. and Guangdong Fozhao Financial Leasing Co., Ltd.. The cross-off of Foshan Chanchang Lighting Components Co., Ltd., a subsidiary with the Company as its actual controller, has not been finished yet. Financial Report Approval and Submission The Financial Report had been approved and authorized for issue by the Board of Directors on 15 Aug. 2011. Statement of Compliance with Corporate Accounting Standards The financial statements prepared by the Company is in compliance with the requirements of Accounting Standard for Business Enterprises, which gives a true and fair view of the state of affairs of the Company as for the financial status and operating results & cash flows. (II). Basis for preparation of financial statements With going-concern assumption as the basis, the Company prepares its financial statement in light of the actual transactions and matters, as well as the accounting standard for business enterprise-basic standard promulgated by the Ministry of Finance of PRC in 15 Feb. 2006, other specific accounting standards, and the relevant provisions of application guide and interpretation, as well as the following primary accounting policies and accounting estimates. (III). Main accounting policies, accounting estimates and preparation methods of the Company’s consolidated financial statements Fiscal Year A fiscal year starts on 1 Jan. and ends on 31 Dec. according to the Gregorian calendar. Recording Currency Renminbi is the recording currency for the Company. Accounting Basis and Principle The accounting basis of the Company is the accrual system; generally by adopting of historical cost as the accounting principle. And the Company adopts measurement replacement costs, net realizable values, present values and fair values when the confirmed accounting elements accord with the requirements of the accounting standard for business enterprise and can be reliably measured. 38 English Translation for Reference Only Accounting Method for Foreign Currency Foreign currency shall be recognized by employing systematic and reasonable methods, and shall be translated into the amount in the functional currency at the exchange rate which is approximate to the spot exchange rate of the transaction date. On the balance sheet date, the foreign currency monetary items shall be translated at the spot exchange rate. The balance of exchange arising from the difference between the spot exchange rate on the balance sheet date and the spot exchange rate at the time of initial recognition or prior tot the balance sheet date shall be recorded into the profits and losses at the current period except that the balance of exchange arising from foreign currency borrowings for the purchase and construction or production of qualified assets shall be capitalized. The foreign currency non-monetary items measured at the historical cost shall still be translated at the spot exchange rate on the transaction date. Recognition Standards for Cash Equivalents The term ―cash equivalents‖ refers to short-term ( within 3 months from the purchase date) and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Financial Instruments Financial Assets Classification, Recognition and Measurement —Financial assets shall be classified into the following four categories when they are initially recognized: financial assets measured at fair value and of which variations are recorded in the profits and losses for the current period, loans and the account receivables, financial assets available for sale and the investments which will be held to their maturity. Financial assets, at their initial recognition, shall be measured at fair value. As for financial assets measured at fair value and of which variations are recorded in the profits and losses for the current period, the relevant trading expenses shall be directly recorded into the profits and losses of the current period; for other categories of financial assets, the transaction expenses thereof shall be included into the initially recognized amount. ——Financial assets measured at fair value and of which variations are recorded in the profits and losses for the current period refer to financial assets held by the Company for the purpose of selling in the near future, including transactional financial assets, or financial assets designated by the management in the initial recognition to be measured at fair value with variations recorded in the gains and losses for the current period. Financial assets measured at fair value and of which variations are recorded in the profits and losses for the current period are subsequently measured at their fair values. Interest or cash dividends arising from such assets during the holing period are recognized as investment gains. Gains or losses arising from fair value changes are recorded in the gains and losses for the current period at the end of the reporting period. When such assets are disposed, the difference between their fair values and initially recognized amounts is recognized as investment gains and the gains and losses arising from fair value changes are adjusted accordingly. —— Loan and accounts receivable: the non-derivative financial assets for which there is no quoted price in the active market and of which the recoverable amount is fixed or determinable shall be classified as loan and accounts receivable. The Company shall make subsequent measurement on its loan and accounts receivable on the basis of the post-amortization costs by 39 English Translation for Reference Only adopting the actual interest rate, from which gains and losses, when loan and accounts receivable are terminated from recognizing, or are impaired or amortized, shall be recorded into the profits and losses of the current period. —— Available-for-sale Financial Assets: the non-derivative financial assets which are designated as available-for-sale financial assets when they are initially recognized as well as the non-derivative financial assets other than loans and accounts receivables, investments held until their maturity and transactional financial assets. The Company shall make subsequent measurement on available-for-sale financial assets at fair value, and the profits and losses arising from the change in the fair value shall be directly recorded into the owner’s equity, until the said financial assets shall be transferred out when they are terminated from recognizing or are impaired, which shall be recorded into the profits and losses of current period. Where the intention of holding or the ability to hold changes, or the fair value can not be reliably measured any more, or the term of holding has exceeded "two complete accounting years", which makes it no longer suitable to measure the available-for-sale financial assets at its fair value, the Company concerned may measure the said financial assets on the basis of post-amortization cost. And such post-amortization cost at the re-classification day shall be the carrying amount of the financial assets. The gains or losses that are related to the said financial assets and that are directly included in the owner’s equity shall be dealt with according to the following provisions: (1) Where such financial asset has a fixed date of maturity, it shall be amortized within the remaining period of the said financial asset by adopting the actual interest rate method and be recorded into the profits and losses of the current period. The gap between the post-amortization cost of the financial asset and the amount on the maturity date shall also be amortized within the remaining period of the said financial asset by adopting the actual interest rate method and be recorded into the profits and losses of the current period. If, during the subsequent accounting period, the financial asset is impaired, the relevant profits and losses that were included in the owner’s equity shall be transferred out and be recorded into the current profits and losses. (2) Where such financial asset does not have a fixed date of maturity, it shall remain in the owner’s equity. Where such financial asset is transferred out when it is impaired or determined from recognizing during the remaining period of accounting that follows, and shall be recorded into the profits and losses of the current period. —— Held-to-maturity Investments: non-derivative financial asset with a fixed date of maturity, a fixed or determinable recoverable amount and which the Company’s management holds for a definite purpose or the Company’s management is able to hold until its maturity. The Company shall make subsequent measurement on its Held-to-maturity Investments on the basis of the post-amortization costs by adopting the actual interest rate, from which gains and losses, when loan and accounts receivable are terminated from recognizing, or are impaired or amortized, shall be recorded into the profits and losses of the current period. Where part of the held-to-maturity investment is sold or the re-classified amount thereof is considerably large, so that the remainder of the said investment is no longer suitable to be classified as a held-to-maturity investment, the Company shall re-classify the remainder of the said investment as an available-for-sale financial asset, and shall make subsequent measurement on it according to its fair value on the re-classification day, and no longer re-classify the said financial asset as held-to-maturity investment in the current fiscal year and the subsequent two complete accounting years. The gap between the carrying amount of the said remnant part of the investment at the re-classification day 40 English Translation for Reference Only and the fair value shall be computed into the owner’s equity. And when the said available-for-sale financial asset is impaired or transferred out when it is terminated from recognition, it shall be recorded into the profits and losses of the current period. Classification, Recognition and Measurement of Financial Liabilities —— Financial liabilities shall be classified into the following two categories when they are initially recognized: (1) the transactional financial liabilities; and (2) other financial liabilities. The financial liabilities initially recognized by the Company shall be measured at their fair values. For the transactional financial liabilities, the transaction expenses thereof shall be directly recorded into the profits and losses of the current period; for other categories of financial liabilities, the transaction expenses thereof shall be included into the initially recognized amount. —— Transactional financial liabilities: such financial liabilities held by the Company for the purpose for repurchasing at the fair value in the near future, and financial liabilities formed a part of combination of financial instruments which are managed by way of short-term profit making in the near future, and derivative financial liabilities (the designated derivative instruments which are effective hedging instruments, or derivative instruments to financial guarantee contracts, and the derivative instruments which are connected with the equity instrument investment for which there is no quoted price in the active market, whose fair value cannot be reliably measured, and which shall be settled by delivering the said equity instruments) shall be classified as transactional financial liabilities. Subsequent measurement of transaction financial liabilities shall be measured at fair value, and the profits and losses arising from the change in the fair value shall be recorded into the profits and losses of the current period. —— Other financial liabilities: The Company shall make subsequent measurement on its other financial liabilities on the basis of the post-amortization costs by adopting the actual interest rate, from which gains and losses, when other financial liabilities are terminated from recognizing or amortized, shall be recorded into the profits and losses of the current period. Determination of the Fair Value of Financial Instruments —As for the financial instruments for which there is an active market, the quoted prices in the active market shall be used to determine the fair values thereof. Where there is no active market for a financial instrument, the Company concerned shall adopt value appraisal techniques to determine its fair value. The value appraisal techniques mainly include the prices adopted by the parties, who are familiar with the condition, in the latest market transaction upon their own free will, the current fair value obtained by referring to other financial instruments of the same essential nature, the cash flow capitalization method and the option pricing model, etc. Impairment test of financial assets and withdrawal method of impairment provision —The Company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets other than those transactional financial assets. Where there is any objective evidence proving that such financial asset has been impaired, an impairment provision shall be made. —— Measurement for impairment of financial assets measured on the basis of the post-amortization costs 41 English Translation for Reference Only Where there is any objective evidence proving that a financial asset measured on the basis of post-amortization costs is impaired, the carrying amount of the said financial asset shall be written down to the current value of the predicted future cash flow (excluding the loss of future credits not yet occurred), and the amount as written down shall be recognized as loss of the impairment of the asset and shall be recorded into the profits and losses of the current period. An impairment test shall be made on the financial assets with significant single amounts. With regard to the financial assets with insignificant single amounts, an impairment test may be carried out by independent or combination. Where, upon independent test, the financial asset has not been impaired, it shall be included in a combination of financial assets with similar risk features so as to conduct another impairment test. The financial assets which have suffered from an impairment loss in any single amount shall not be included in any combination of financial assets with similar risk features for any impairment test. During the follow-up period, if there is any objective evidence proving that the value of the said financial asset has been restored, and it is objectively related to the events that occur after such loss is recognized, the impairment-related losses as originally recognized shall be reversed and be recorded into the profits and losses of the current period. However, the reversed carrying amount shall not be any more than the post-amortization costs of the said financial asset on the day of reverse under the assumption that no provision is made for the impairment. Where any financial asset measured on the basis of post-amortization costs is recognized as having loss, the relevant impairment provision withdrawn shall be written off. —— Available-for-sale financial assets Where an available-for-sale financial asset is impaired, even if the recognition of the financial asset has not been terminated, the accumulative losses arising from the decrease of the fair value of the owner’s equity which was directly included shall be transferred out and recorded into the profits and losses of the current period. The accumulative losses that are transferred out shall be the net amount obtained from the initially obtained costs of the sold financial asset after deducting the principals as taken back, the current fair value and the impairment-related losses as was recorded into the profits and losses of the current period. Calculation of bad-debt provisions for accounts receivables —For accounts receivables with a significant single amount and for which bad-debt provisions are made separately: Definition or amount Accounts receivable with a significant single amount refer to the top five accounts criteria for an account receivable with the largest balances or accounts accounting for over 10% of the total receivable with a balance of receivables. significant single amount Where there is objective evidence proving that the Company is not able to recover the full amount of an account receivable according to the original terms in relation to the Making separate account, an independent impairment test is carried out on the account receivable and the bad-debt provisions for bad-debt provision is made according to the difference between the present value of the accounts receivable with account’s future cash flows and the account’s carrying amount. If the independent a significant single impairment test shows that the account receivable has not been impaired, the balance of amount the account is put into the corresponding group and the bad-debt provision is made using the balance percentage method. —Accounts receivable for which bad-debt provisions are made on the group basis 42 English Translation for Reference Only Grouping criteria: Group name Criteria Accounts receivable arising from other common Common transaction group transactions than internal transactions are classified according to credit risk features. Accounts receivable arising from internal transactions Internal transaction group within the scope of the consolidation statements are classified according to credit risk features. Making bad-debt provisions for accounts receivable on the group basis: Group name Method for making provisions Common transaction group Balance percentage method The bad-debt provision is made according to the Internal transaction group difference between the present value of the group’s future cash flows and the group’s carrying amount. —For receivable groups for which bad-debt provisions are made using the balance percentage method: Group name Provision ratio for account Provision ratio for other receivables (%) receivables (%) Common transaction groups 6% 6% —Accounts receivable with an insignificant single amount but for which the bad-debt provision is made independently ——When can the bad-debt provision be made independently for an account receivable with an insignificant amount When there is conclusive evidence proving that obvious difference exists in the recoverability. ——Method for making bad-debt provisions for the said accounts receivables The bad-debt provision is made according to the difference between the present value of the account’s future cash flows and the account’s carrying amount. As for other receivables (including notes receivable, prepayments, interest receivable, long-term receivables, etc.), bad-debt provisions are made according to the differences between the present values of their future cash flows and their carrying amounts. Accounting Method of Inventory Inventory category: raw materials, products in processing, materials for consigned processing, finished products, semi-manufactured semi-finished products, and low-value consumption goods. Accounting of inventory: raw materials and finished products shall be measured at actual cost, while weighted average method shall be adopted when receiving or outgoing. Inventory system: a perpetual inventory system Recognition of provision for falling price of inventory and withdrawal: The Company shall make provision for falling price of inventory on the basis of each item of inventory at the balance that net realizable value is lower than carrying cost. For finished goods, merchandise inventories, and available for sale materials which are applied directly for sales of stock inventory, the amount after deducting the estimated sale expense and relevant taxes from the estimated sell price of the inventory shall be recognized as the net realizable value. For material inventories which need to be 43 English Translation for Reference Only processed, the amount after deducting the estimated cost of completion, estimated sale expense and relevant taxes from the estimated sale price of produced finished goods shall be recognized as the net realizable value. Measurement of Long-term Equity Investment Measurement of long-term equity investment — Long-term equity investment for the merger of enterprises —— For the merger of enterprises under the same control, it shall, on the date of merger, regard the share of the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity investment, and the direct relevant expenses occurred for the merger of enterprises shall be included into the profits and losses of the current period. —— For the merger of enterprises not under the same control, The combination costs shall be the fair values, on the acquisition date, of the assets paid, the liabilities incurred or assumed and the equity securities issued by the Company in exchange for the control on the acquiree, and all relevant direct costs incurred to the acquirer for the business combination. Where any future event that is likely to affect the combination costs is stipulated in the combination contract or agreement, if it is likely to occur and its effects on the combination costs can be measured reliably, the Company shall record the said amount into the combination costs. —— The cost of a long-term equity investment obtained by making payment in cash shall be the purchase cost which is actually paid. The cost consists of the expenses directly relevant to the obtainment of the long-term equity investment, taxes and other necessary expenses. —— The cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair value of the equity securities issued. —— The cost of a long-term equity investment of an investor shall be the value stipulated in the investment contract or agreement except the unfair value stipulated in the contract or agreement. —— The cost of a long-term investment obtained by the exchange of non-monetary assets (having commercial nature) shall be recognized basing on taking the fair value and relevant payable taxes as the cost of the assets received. —— The cost of a long-term equity investment obtained by recombination of liabilities shall be recognized at the fair value. Subsequent measurement of long-term equity investment and recognized method of investment income —The long-term equity investment of the Company that is able to control the invested enterprise and which of the Company that does not do joint control or does not have significant influences on the invested entity, and has no offer in the active market and its fair value cannot be reliably measured, it shall be measured by employing the cost method. Except for the declared but not distributed cash dividends or profits included in the price or consideration actually paid when an investment is obtained, the dividends or profits declared to distribute by the invested entity shall be recognized as the current investment income. —A long-term equity investment of the Company that does joint control or significant influences over the invested entity shall be measured by employing the equity method. If the cost of a long-term equity investment is more than the Company's attributable share of the fair value of the invested entity's identifiable net assets for the investment, the cost of the long-term equity 44 English Translation for Reference Only investment may not be adjusted. If the cost of a long-term equity investment is less than the Company's attributable share of the fair value of the invested entity's identifiable net assets for the investment, the difference shall be included in the current profits and losses and the cost of the long-term equity investment shall be adjusted simultaneously. The Company shall recognize the net losses of the invested enterprise until the book value of the long-term equity investment and other long-term rights and interests which substantially form the net investment made to the invested entity are reduced to zero, unless the investing enterprise has the obligation to undertake extra losses. The Company shall, on the ground of the fair value of all identifiable assets of the invested entity when it obtains the investment, recognize the attributable share of the net profits and losses of the invested entity after it adjusts the net profits of the invested entity. Provision for impairment of long-term investment —The Company shall conduct inspection to long-term investment item by item at the end of reporting period. If the market price of long-term investment falls into sustained decline or the invested enterprise’s operation status grow worse, which will cause that the recoverable amount is lower than carrying value, moreover, such reduced value will not be restored in predicted future period, then the negative balance between the recoverable amount and carrying value of long-term investment shall be measured as provision for impairment of long-term investment. The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of the long-term equity investment minus the disposal expenses and the current value of the expected future cash flow of the long-term equity investment. Once any loss of impairment of the long-term investment is recognized, it shall not be switched back in the future accounting periods. Measurement and depreciation methods of fixed Assets Recognition of fixed assets: Fixed assets of the Company refers to the tangible assets that simultaneously possess the features as follows: they are held for the sake of producing commodities, rendering labor service, renting or business management; and their useful life is in excess of one fiscal year and unit price is higher. Category of fixed assets: housing and building, machinery equipment, transportation vehicle and other. Measurement and depreciation methods of fixed assets: fixed assets shall be measured at actual cost. Depreciation rate shall be recognized by employing the straight-line method and in accordance with appraisal economical useful life and predicated net residuals. The appraisal economical useful life and depreciation rate are listed as below: Categories Useful life Annual depreciation rate Residuals rate Housing and Building 3—25 31.67%-4.75% 5% Machinery equipments 2—8 47.50%-11.88% 5% Transportation vehicle 5—10 19%-9.50% 5% Other 2—8 47.50%-11.88% 5% Provision for impairment of fixed assets: The Company shall carry out inspection to fixed assets item by item every year. If the recoverable amount is lower than carrying value due to sustained decline of market price of fixed assets or technological obsolescence, damage or long-term idle, then the provision for impairment of fixed assets shall be withdrawn on the basis of the balance 45 English Translation for Reference Only hereof. Once any loss of impairment of the fixed assets is recognized, it shall not be switched back in the future accounting periods. The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of the fixed assets minus the disposal expenses and the current value of the expected future cash flow of the fixed assets. The current value of future cash flow of assets shall be recognized based on the amount after the predicated future cash flow occurred in the process of continuous services and when the final disposal is discounted by adopting proper discount rate. Accounting Measurement of Construction in Progress Construction in progress shall be measured at actual cost. Constructions in progress shall be carried down to fixed assets by adopting provisional estimate when bringing to the expected conditions for use. After completion and settlement procedures, the Company shall adjust the carrying value of fixed assets at the actual cost. As for interests on borrowings incurred to special-borrowing loans or general borrowing for the acquisition and construction or production of assets eligible for capitalization and the ancillary expense incurred to special-borrowing loans, those incurred before a qualified asset under acquisition, construction or production is ready for the intended use or sale shall be capitalized into capitalized cost, while those incurred after a qualified asset under acquisition and construction or production is ready for the intended use or sale shall be included into the profits and losses of the current period. Provision for impairment of construction in progress: the Company shall carry out overall inspection to the construction in progress at the end of the reporting period. If the construction in progress has been stopped for a long time and cannot be continued restarting in the coming three years, and such construction in progress has already fallen behind, whatever in performance or in technology, resulting in an uncertainty to economic benefit of the Company, and there is an obvious evidence shows that the construction in progress has been impaired, then provision for impairment of the construction in progress shall be withdrawn based on the negative balance between the recoverable amount of single construction in progress and carrying value. Once any loss of impairment of the construction in progress is recognized, it shall not be reversed in the future accounting periods. Measurement of Intangible Assets and Amortization Method Measurement of intangible assets —— The cost of outsourcing intangible assets shall be measured at actual expenditures occurred for reaching the expected use purpose. —— The research expenditures for its internal research and development projects of the Company shall be recorded into the profit or loss for the current period. The development expenditures for its internal research and development projects of the Company may be confirmed as cost of intangible assets when they satisfy capitalization conditions. —— The cost invested into intangible assets by investors shall be determined according to the conventional value in the investment contract or agreement, except for those of unfair value in the contract or agreement. —— The intangible assets received by the Company through accepting debtor’s non-cash assets for compensation for debts, or by receivables, shall be measured at the fair value of the intangible assets received. 46 English Translation for Reference Only —— The cost invested into intangible assets by non-monetary transaction shall be determined according to the fair value of non-monetary assets and relevant payable taxes. Amortization of intangible assets: Intangible assets with limited service life shall be amortized by the straight-line method within its estimated service life. If it is unable to forecast the period when the intangible asset can bring economic benefits to the Company, it shall be regarded as an intangible asset with uncertain service life. Intangible assets with uncertain service life may not be amortized. The Company’s intangible assets is mainly land use right, which is amortized averagely by the service life (50 years). Provision for impairment of intangible assets: the Company shall made overall inspection to the intangible asset at the end of reporting period. If the intangible assets have already been replaced by other new technologies, resulting in the Company’s ability to create economic benefits suffering materials adverse influence, or a sustained decline of market price of intangible assets and impossible to be recover within the residual amortization years, or certain intangible asset has exceeded the term protected by law but still part of useful value is remained, or there is an obvious evidence shows that the intangible assets has been impaired, then provision for impairment of the intangible assets shall be withdrawn based on the balance between the recoverable amount of single intangible assets and carrying value. Once any loss of impairment of the intangible assets is recognized, it shall not be reversed in the future accounting periods. Measurement of Long-term Deferred Expenses Long-term deferred expenses refer to general expenses with the apportioned period over one year (one year excluded) that have occurred but attributable to the current and future periods. Long-term deferred expense shall be recoded into book in the light of the actual expenditure, and amortized averagely within benefit period. In case of no benefit in the future accounting period, the amortized value of such project that fails to be amortized shall be transferred into the profits and losses of the current period. Measurement of Capitalization of Borrowing Costs The borrowing costs shall not be capitalized unless they simultaneously meet the following requirements: (1) The asset disbursements have already incurred, which shall include the cash, transferred non-cash assets or interest bearing debts paid for the acquisition and construction or production activities for preparing assets eligible for capitalization; (2) The borrowing costs has already incurred; and (3) The acquisition and construction or production activities which are necessary to prepare the asset for its intended use or sale have already started. To-be-capitalized amount of interests of borrowing: As for interests of borrowing occurred special-borrowing loans or general borrowing for the acquisition and construction or production of assets eligible for capitalization, those incurred before a qualified asset under acquisition, construction or production is ready for the intended use or sale shall be capitalized based on the following methods: —— As for special-borrowing loans for the acquisition and construction or production of assets eligible for capitalization, the to-be-capitalized amount of interests shall be determined in light of the actual cost incurred of the specially borrowed loan at the present period minus the income of interests earned on the unused borrowing loans as a deposit in the bank or as a temporary investment. 47 English Translation for Reference Only —— Where a general borrowing is used for the acquisition and construction or production of assets eligible for capitalization, the Company shall calculate and determine the to-be-capitalized amount of interests on the general borrowing by multiplying the weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used. The capitalization rate shall be calculated and determined in light of the weighted average interest rate of the general borrowing. Suspension of capitalization: Where the acquisition and construction or production of a qualified asset is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended. The borrowing costs incurred during such period shall be recognized as expenses, and shall be recorded into the profits and losses of the current period, till the acquisition and construction or production of the asset restarts. If the interruption is a necessary step for making the qualified asset under acquisition and construction or production ready for the intended use or sale, the capitalization of the borrowing costs shall continue. Recognition and Measurement of Estimated liabilities Recognition of estimated debts: The obligation such as external guaranty, pending litigation or arbitration, product quality assurance, layoff plan, loss contract, restructuring and disposal of fixed assets, pertinent to a contingencies shall be recognized as an estimated debts when the following conditions are satisfied simultaneously: ① That obligation is a current obligation of the enterprise; ② It is likely to cause any economic benefit to flow out of the enterprise as a result of performance of the obligation; and ③ The amount of the obligation can be measured in a reliable way. The estimated debts shall be initially measured in accordance with the best estimate of the necessary expenses for the performance of the current obligation. To determine the best estimate, the Company shall take into full consideration of the risks, uncertainty, time value of money, and other factors pertinent to the Contingencies. If the time value of money is of great significance, the best estimate shall be determined after discounting the relevant future outflow of cash. If there is a sequent range for the necessary expenses and if all the outcomes within this range are equally likely to occur, the best estimate shall be determined in accordance with the middle estimate within the range. In other cases, the best estimate shall be conducted in accordance with the following situations, respectively: ① If the Contingencies concern a single item, it shall be determined in the light of the most likely outcome. ② If the Contingencies concern two or more items, the best estimate should be calculated and determined in accordance with all possible outcomes and the relevant probabilities. ③ When all or some of the expenses necessary for the liquidation of an estimated debts of an enterprise is expected to be compensated by a third party, the compensation should be separately recognized as an asset only when it is virtually certain that the reimbursement will be obtained. The Company shall check the book value of the estimated debts on the balance sheet date. The Company shall, subject to change, make adjustment to carrying value to reflect the current best estimate. Employee Compensation The employee compensation refers to all kinds of payments and other relevant expenditures given by the Company during the accounting period of an employee' providing services to the Company, 48 English Translation for Reference Only including: wages, bonuses, allowances and subsidies for the employees; welfare expenses for the employees; social insurances such as medical insurance, endowment insurance, unemployment insurance, work injury insurance, maternity insurance and other, which are paid by the Company to the employee, and housing accumulation fund. If the Company cancels the labor relationship with any employee prior to the expiration of the relevant labor contract or brings forward any compensation proposal for the purpose of encouraging the employee to accept a layoff (the cancellation of labor relationship or proposal on voluntary layoff will execute it soon, and The Company is unable to unilaterally withdraw the plan on the cancellation of labor relationship or the layoff), the Company shall recognize the estimated liabilities incurred hereof, and shall simultaneously record them into the profit or loss for the current period. Recognition of revenue No revenue shall be realized unless the following conditions are met simultaneously: a. The significant risks and rewards of ownership of the goods or products have been transferred to the buyer by the enterprise; b. The Company retains neither management right nor effective control over the sold goods or products; c. The relevant revenue has been received or valid evidence has been obtained, d. relevant cost related to sales of goods and products can be measured in a reliable way. Revenue from providing services shall be recognized by adopting the percentage-of-completion method when following conditions shall be met simultaneously: The amount of revenue can be measured in a reliable way; The relevant economic benefits are likely to flow into the enterprise; The schedule of completion under the transaction can be confirmed in a reliable way; and the costs incurred or to be incurred in the transaction can be measured in a reliable way. If the Company can not measure the result of a transaction concerning the providing of labor services in a reliable way, and the cost of labor services incurred is expected to be compensated, the revenue from the providing of labor services shall be recognized in accordance with the amount of the cost of labor services incurred. If the cost of labor services incurred is not expected to compensate in full, the revenue shall be recognized in accordance with the amount of the cost of labor service can be compensated; if all cost of labor services incurred is not expected to compensate and no revenue from the providing of labor services may be recognized. The revenue from abalienating of right to use the Company’s assets may be recognized when the following conditions are met simultaneously: a. the relevant economic benefits are likely to flow to the Company; and b. the amount of revenues can be measured in a reliable way. The user charge receivable should be measured and confirmed as operating revenue in accordance with the period and method of charging as stipulated in the relevant contract or agreement. Government Subsidies No government subsidy may be recognized unless the following conditions are met simultaneously: (1) The Company can meet the conditions for the government subsidies; and (2) The Company can obtain the government subsidies. If a government subsidy is a monetary asset, it shall be measured in the light of the received or receivable amount. If a government subsidy is a non-monetary asset, it shall be measured at its fair value. If its fair value cannot be obtained in a reliable way, it shall be measured at its nominal amount. 49 English Translation for Reference Only The government subsidies pertinent to assets shall be recognized as deferred income, equally distributed within the useful lives of the relevant assets, and included in the current profits and losses. But the government subsidies measured at their nominal amounts shall be directly included in the current profits and losses. The government subsidies pertinent to incomes shall be treated respectively in accordance with the circumstances as follows: (1) Those subsidies used for compensating the related future expenses or losses of the enterprise shall be recognized as deferred income and shall included in the current profits and losses during the period when the relevant expenses are recognized; or (2) Those subsidies used for compensating the related expenses or losses incurred to the enterprise shall be directly included in the current profits and losses. Accounting Treatment of Income Tax Income tax shall be measured by adopting balance sheet approach. On the balance sheet day, deferred income tax assets and relevant deferred income tax income shall be recognized based on the deductible temporary difference and result calculated at the applicable income tax rate; deferred income tax liabilities and relevant deferred income tax expense shall be recognized based on taxable temporary difference and result calculated at the applicable income tax rate. Method for Profit Distribution In accordance with the Articles of Association, the Company’s profit shall be distributed in order as follows: —— Making up losses in the previous year; —— Appropriating 10% net profit as statutory public reserve, if accumulative appropriated amount reaches over 50% of registered capital, the Company may no longer appropriate; —— Appropriating discretionary public reserve after approval by the Shareholders’ General Meeting; —— Retained profit shall be distributed according to the resolution of the Shareholders’ General Meeting. Business Combinations The term "business combinations" refers to a transaction or event bringing together two or more separate enterprises into one reporting entity. The Company shall recognize assets and liabilities obtained for business combinations on the combining date and acquisition date. The "combining date" or ―acquisition date‖ refers to the date on which the combining party actually obtains control on the combined party. In a business combination under the same control, the assets and liabilities that the combining party obtains in a business combination shall be measured on the basis of their carrying amount in the combined party on the combining date. As for the balance between the carrying amount of the net assets obtained by the combining party and the carrying amount of the consideration paid by it, the additional paid-in capital shall be adjusted. If the additional paid-in capital is not sufficient to be offset, the retained earnings shall be adjusted. In a business combination not under the same control, the combination costs shall be the fair values, on the acquisition date, of the assets paid, the liabilities incurred or assumed and the equity 50 English Translation for Reference Only securities issued by the acquirer in exchange for the control on the acquiree. The positive balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree shall be recognized as business reputation. The negative balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree shall be recorded into the profits and losses of the current period after the reexamination. Preparation methods for consolidated financial statements The scope of consolidation of consolidated financial statements shall include the Company and all its subsidiaries. The operating outcomes and financial status of the subsidiaries shall be included in the consolidated financial statements from start date of the control to end date of the control. The subsidiaries that the Company obtains due to business combination under the same control shall be included into the scope of consolidation when preparing the consolidated financial statements of the current period, and the beginning balance in the consolidated financial statement and prior comparison sheet shall be adjusted accordingly. As for the subsidiaries that the Company obtains due to business combination not under the same control, their financial statements shall be adjusted based on the fair value of each identifiable asset and liability determined on the combining date when preparing the consolidated financial statements of the current period. Such combined subsidiaries shall be included into the scope of consolidation from the combining date. If the accounting period and accounting policies adopted by a subsidiary are different from those adopted by the Company, when preparing the consolidated financial statement, necessary adjustments shall be made to the financial statements of the subsidiary under the accounting period and accounting policies adopted by the Company. Within the scope of consolidation, all significant transactions between the enterprises, balance and unrealized profits and losses shall be offset when preparing the consolidated financial statement. As for the unrealized losses occurred in the internal transaction, if there is a evidence shows that such loss is impairment loss on relevant assets, it shall not be offset. The equity and profits & losses attributable to minority shareholders of the subsidiary shall be particularly presented in the item of ―shareholder’s equity‖ in the consolidated balance sheets and in the item of ―net profit‖ in the consolidated income statement respectively. Change in accounting policies and accounting estimates and corrections of prior accounting errors During the reporting period, there is no change in accounting policies or accounting estimates and no correction of prior accounting errors. (IV). Major Taxes VAT VAT on sales is calculated based on 17% of sales revenue. VAT is calculated and paid based on the difference of VAT on sales deducting deductable input VAT. Tax on exports managed by the Company, as approved by the taxation departments, is paid by adopting the policy of ―tax exemption, tax deduction and tax rebate‖ since 1 Jan. 2002. 51 English Translation for Reference Only Corporate Income Tax The Company was identified as a high-tech enterprise in Dec. 2008, and won the ―Certificate of High-tech Enterprise‖ with serial number GR200844000085 after approval by Department of Science and Technology of Guangdong Province, Department of Finance of Guangdong Province, Guangdong Provincial Bureau of State Taxation and Guangdong Provincial Bureau of Local Taxation on 16 Dec. 2008. In accordance with relevant provisions in Corporate Income Tax Law of the People's Republic of China and the Administration Measures for Identification of High-tech Enterprises promulgated in 2007, the Company paid the corporate income tax based on a tax rate of 15% within three years since 1 Jan. 2008. In 2011, in accordance with the Administration Measures for Identification of High-tech Enterprises, Management Guidelines on Identification of High-tech Enterprises and circulars on relevant rechecks from Department of Science and Technology of Guangdong Province, the Company has submitted the relevant materials for recheck to relevant authorities, and now it is on the recheck process. Besides, in accordance with [2011] No. 4 document from State Administration of Taxation, the Company paid the corporate income tax based on a tax rate of 15% temporarily in 2011. The subsidiaries of the Company, including Foshan Taimei Times Lamps and Lanterns Co., Ltd., and Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd., are all productive foreign funded enterprises, so that the said three companies enjoy a preferential CIT policy of ―Two plus three‖ (Exemption of enterprise income tax for the first two years of making profit, and 50% tax reduction for following three years). Of which, year 2007 is the first profit-making year that Foshan Taimei Times Lamps and Lanterns Co., Ltd. enjoys the said preferential policy of ―Two plus three‖, therefore, it should be allowed a 50% reduction of income tax in 2011. Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd. enjoys a preferential CIT policy of ―Two plus three‖ since 2008, therefore the said company should be allowed a 50% reduction of the enterprise income tax in 2011, as at the rate of 12.5%.. The subsidiaries of the Company, including Foshan Chansheng Electronic Ballast Co., Ltd., Foshan Gaoming Fuwan Landscape Resort Co., Ltd., Nanjing Fozhao Lighting Components Manufacturing Co., Ltd., Foshan Electrical & Lighting (Xinxiang) Co., Ltd., Foshan Lighting Lamps and Lanterns Co., Ltd., Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. Guangdong Fozhao New Light Sources Technology Co., Ltd., and Guangdong Fozhao Financial Leasing Co., Ltd., whose enterprise income tax rate is 25%. (V). Subsidiaries controlled by the Company The subsidiaries received by the Company through establishment or investment Amount Name of Registered invested by Date of Registration Equity Legal Consolidated invested capital the Main business foundation place owned representative statement company (RMB’0000) Company (RMB’0000) Foshan Manufacturing 1989 Foshan USD180 USD72 40% Zhong Xincai Yes Chanchang bromine 52 English Translation for Reference Only Lighting tungsten lamp, Components special Co., Ltd. lighting source products and ancillary devices Foshan Manufacturing Chansheng electronic Electronic ballasts, Ballast Co., 2003 Foshan RMB100 RMB75 75% Zhong Xincai electronic Yes Ltd. transformers and electronic triggers. Foshan Production Chanchang and operation Electric of lamps, Appliance electric light (Gaoming) source Co., Ltd. products and 2005 Foshan RMB6000 RMB4200 70% Zhong Xincai Yes accessories, installation and related engineering and consulting business. Foshan Research, Taimei development, Times production Lamps and and sales of Lanterns lighting, Co., Ltd. 2005 Foshan RMB50 RMB35 70% Zhao Yong household Yes appliances and accessories and other lighting products. Foshan Making Gaoming arrangement Fuwan (tourist Landscape 2006 Foshan RMB480 RMB480 100% Zhong Xincai industry, Yes Resort Co., catering Ltd. service, sauna, foot-bathing, 53 English Translation for Reference Only games, retail of beverages, sports on the water, chess) Foshan R&D and Lighting production of Lamps and electric light Lanterns source lamp Co., Ltd. products and relevant 2009 Foshan RMB500 RMB507 100% Zhong Xincai Yes electric engineering materials, metal material and non-metal material Foshan Production Electrical & and sales of Lighting electric light (Xinxiang) source Co., Ltd. equipment and electric light source products, sales of accessories of electric light source, 2009 Xinxiang RMB1000 RMB500 100% Zhong Xincai Yes electric light source materials, electric engineering materials, accessories for motor vehicles, lamps and components Qinghai Production Fozhao and sales of Lithium Ion lithium ion 2010 Qinghai RMB5000 RMB2550 51% Zhong Xincai battery Yes Battery cathode Cathode materials exploitation Materials 54 English Translation for Reference Only Co., Ltd. Production and sales of Guangdong LED lighting Fozhao products, LED New Light lighting 2011 Foushan RMB22200 RMB1000 55% Zhong Xincai Yes Sources appliances Technology products and Co., Ltd. installment of lighting project Financing lease business, leasing business, consultancy and guarantee for leasing trade, Guangdong financing Fozhao Zhou lease and Financial 2011 Foushan RMB20000 RMB20000 100% Yes Jianping service for Leasing new energy Co., Ltd. automobile and main components, energy-save lighting products and related projects —Foshan Chanchang Lighting Components Co., Ltd. was founded in 1989, and the Company holds 40% equities of the said company. Under relevant provisions in the agreement signed between the Company and foreign shareholder of Foshan Chanchang Lighting Components Co., Ltd., the Company owns the real control right. Therefore, the said company is included into the scope of the consolidated financial statements. Owing to expiration of the duration of joint venture ended 30 Nov. 2008, the Board of the said subsidiary company decided to terminate its operation. Up until 30 Jun. 2011, the termination was not completed. — Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd., who is the Sino-foreign joint ventures invested and established by the Company and Prosperity Lamps and Components Ltd, had obtained license for business corporation on 23 Aug. 2005 through approval by Foreign Trade and Economic Cooperation Bureau of Gaoming District, Foshan with document ―MWJMY Zi [2005] No. 79‖. The Company holds 70% equities of the said company, therefore the said 55 English Translation for Reference Only subsidiary was included into the scope of the consolidated financial statements since date of the foundation. —Foshan Taimei Times Lamps and Lanterns Co., Ltd., who is the Sino-foreign joint ventures invested and established by the Company and Reback North America Investment Limited, had obtained license for Business Corporation on 5 Dec. 2005 through approval by Foreign Trade and Economic Cooperation Bureau of Gaoming District, Foshan with document ―MWJMY Zi [2005] No. 97‖. The Company holds 70% equities of the said company, therefore the said subsidiary was included into the scope of the consolidated financial statements since date of foundation. —Foshan Gaoming Fuwan Landscape Resort Co., Ltd. is limited liability company, which is invested and established by the Company, obtaining its license for Business Corporation on 23 Nov. 2006. And the company holds 100% equities of this company. Therefore the said subsidiary was included into the scope of the consolidated financial statements since date of foundation. — Foshan Lighting Lamps and Lanterns Co., Ltd. is limited liability company, which is invested and established by the Company together with Foshan Haozhiyuan Trading Co., Ltd., Shanghai Liangqi Electric Co., Ltd, Changzhou Sanfeng Electrical & Lighting Co., Ltd., Henan Xingchen Electrical & Lighting Co., Ltd., Foshan Hongbao Electrical & Lighting Co., Ltd., Hebei Jinfen Trading Co., Ltd., obtaining its license for Business Corporation on 27 Mar. 2009. The Company holds 60% equities of this company. Therefore the said subsidiary was included into the scope of the consolidated financial statements since date of the foundation. The said company had put into production in May 2009. On 25 Sep. 2009, the equity transfer agreement was signed between the Company and Foshan Haozhiyuan Trading Co., Ltd., in which Foshan Haozhiyuan Trading Co., Ltd. transferred 10% equities of Foshan Lighting Lamps and Lanterns Co., Ltd. to the Company. After transfer, the Company holds 70% equities of Foshan Lighting Lamps and Lanterns Co., Ltd.. On 19 Nov. 2010, the Company signed Equity Transfer Contract with Shanghai Liangqi Electric Co., Ltd, Changzhou Sanfeng Electrical & Lighting Co., Ltd., Henan Xingchen Electrical & Lighting Co., Ltd., Foshan Hongbao Electrical & Lighting Co., Ltd., and Taizhou Luqiao Hengyu Lighting Equipment Trading Company. Since then, the above said minority shareholder respectively transferred 6% of their holding equities of Foshan Lighting Lamps and Lanterns Co., Ltd. to the Company, the Company held 100% equities of Foshan Lighting Lamps and Lanterns Co., Ltd. after the transfer. —Foshan Electrical & Lighting (Xinxiang) Co., Ltd. is limited liability company with the registered capital of RMB 10 million, which is invested and established by the Company, obtaining its license for Business Corporation on 17 Apr. 2009. As at 31 Dec. 2010, the Company had invested RMB 5 million in this company, holding 100% equities of this company. Therefore the said subsidiary was included into the scope of the consolidated financial statements since date of foundation. —Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. is limited liability company, which is invested and established by the Company together with Hefei Lixin Energy Material Co., Ltd., Qinghai Power New Energy Material Co., Ltd., Lithium Energy Holdings, Ltd. and Jianagsu Guogang Communication Engineering Co., Ltd.. On 25 Oct. 2010, Qinghai Fozhao Lithium Energy Exploitation Co., Ltd. received Business License for Enterprise as a Legal Person, of which the Company holds 51% equities of the company, and it was included into the scope of the 56 English Translation for Reference Only consolidated financial statements since date of foundation. —Guangdong Fozhao New Light Sources Technology Co., Ltd. is limited liability company, which is invested and established by the Company together with Bright Technology & Venture Limited, obtaining its license for Business Corporation on 7 Jun. 2011, of which the Company holds 55% equities of the company, and it was included into the scope of the consolidated financial statements since date of foundation. —Guangdong Fozhao Financial Leasing Co., Ltd. is limited liability company with a registered capital of RMB 200 million, which is invested and established by the Company, obtaining its licence for Business Corporation on 30 May 2011, of which the Company holds 100% equities of the company, and it was included into the scope of the consolidated financial statements since date of foundation. The subsidiary for business combination not under the same control Amount Name of Registered invested by Date of Registration Equity Legal Consolidated invested capital the Main business foundation place owned representative statement company (RMB’0000) Company (RMB’0000) Production of energy-saving photoelectric source products, lamps and lanterns, light source Nanjing equipments, Fozhao illumination Lighting 2002 Nanjing RMB4168.32 RMB7200 100% Zhong Xincai engineering; Yes Components technological Manufacturing development Co., Ltd. of energy-saving and production of relevant components; sales of self-production products — In accordance with the equity transfer agreement signed between the Company and Prosperity Lamps and Components Ltd on 27 Aug. 2008, Prosperity Lamps and Components Ltd. transferred 100% equities of Nanjing Fozhao Lighting Components Manufacturing Co., Ltd.(used to known as ―Prosperity (Nanjing) Lighting Components Co., Ltd.‖, and changed name to ―Nanjing Fozhao 57 English Translation for Reference Only Lighting Components Manufacturing Co., Ltd.‖ on 15 Nov. 2010.) to the Company. Therefore, Prosperity (Nanjing) Lighting Components Co., Ltd. became the wholly-owned subsidiary of the Company. The said subsidiary was included into the scope of the consolidated financial statements since merger date. Change of consolidation scope and reason —As above mentioned, the Company newly established and invested Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. in 2011 and the said company was included into the scope of the consolidated financial statements since date of foundation. Subsidiaries that newly combined into consolidation scope in current period Name Closing net assets Net profit in current period Guangdong Fozhao New Light 9,901,642.00 -98,358.00 Sources Technology Co., Ltd. Leasing Guangdong Fozhao Financial 199,922,775.50 -77,224.50 Co.,MLtd.ority interests and profits and losses of minority shareholders of controlling — in subsidiaries As at 30 Jun. 2011 As at 30 Jun. 2010 Profits and losses Profits and losses Name of company Minority of minority Minority of minority interests shareholders as of interests shareholders as this period of this period Foshan Chanchang Lighting Components Co., Ltd. 101,572.25 16,119,953.03 Foshan Chansheng Electronic Ballast Co., Ltd. 586,622.46 -163,687.01 -284,907.31 765,485.42 Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd. 25,518,519.13 2,362,222.02 -2,391,819.82 20,921,313.71 Foshan Taimei Times Lamps and Lanterns Co., Ltd. 4,021,865.84 2,489,538.9 1,442,362.71 2,974,689.65 Foshan Lighting Lamps and Lanterns Co., Ltd 1,649,807.88 3,767,709.71 Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. 16,125,191.40 -289,060.59 Guangdong Fozhao New Light -44,261.10 -44,261.1 Total 46,207,937.73 4,354,752.22 517,015.71 44,549,151.52 (VI). Notes to Main Items of Consolidated Financial Statements 1. Monetary Funds Closing amount Opening amount Item Amount in Exchange Amount in Amount in Exchange Amount in foreign rate RMB foreign currency rate RMB currency 58 English Translation for Reference Only Cash 73,199.54 114,480.22 Bank deposits 547,721,103.99 701,830,065.08 Of which: RMB 485,993,471.84 694,505,957.79 account HKD 93.05 0.8316 77.38 93.05 0.8509 79.18 account USD 4,842,446.46 6.4726 31,343,426.96 994,429.22 6.6227 6,585,806.34 account Euro 83,854.4 9.3612 784,977.81 83,826.92 8.8065 738,221.77 Account Other currency 5,681.08 9,909,087.65 funds Of which: RMB 5,681.08 9,909,087.65 Total 547,799,984.61 711,853,632.95 —Closing monetary capital decreases RMB164,053,648.34 compared to period-begin with a decrease of 23.05%, mainly due to the increase on external equity investment of the Company in current period. —All bank deposits are in the name of the Company or the subsidiaries which are within the scope of consolidated financial statements. —Other monetary capital are refundable deposit the Company deposited in exchange company under the company name. 2. Tradable Financial Assets Items Closing balance Opening balance Tradable financial assets 4,824,336.08 38,287,211.70 —Tradable financial assets are detailed as follows: Item Investment ratio Closing investment Closing market Impairment reserve amount value Fund investment 5,000,000.00 4,824,336.08 - Total 5,000,000.00 4,824,336.08 - —Tradable financial assets above were all shares acquired by the Company by subscription at the primary market. 3. Notes Receivable Item Closing balance Opening balance Bank acceptance bill 95,701,617.96 79,964,518.10 Total 95,701,617.96 79,964,518.10 59 English Translation for Reference Only — As at 30 Jun. 2011, there is no undue trade acceptance draft receivable discounted or pledged. —Closing balance of notes receivable increases by RMB15,737,099.86 as compared with the opening balance, an increase of 19.68% due to most customers adopt notes to make payments in current period. —There is no amount due from shareholders who hold 5% or more of voting shares of the Company in the closing balance of notes receivable. 4. Accounts Receivable Net amount of account receivable as at 30 Jun. 2011 stood at RMB340,328,640.68 which is classified by categories as follows: Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Item Propo Propo Prop Propo Amount rtion Amount rtion Amount ortion Amount rtion (%) (%) (%) (%) Significant single amounts and make independent - - - - - - - - provision for impairment losses Accounts receivable that make provision for impairment loss according to ages combination Normal business combination 362,051,745.40 99.66 21,723,104.72 6.00 337,431,389.01 99.68 20,245,883.34 6.00 Subtotal of combination 362,051,745.40 99.66 21,723,104.72 6.00 337,431,389.01 99.68 20,245,883.34 6.00 Not significant single amounts but make independent provision for impairment losses 1,245,185.87 0.34 1,245,185.87 100.00 1,085,613.12 0.32 1,085,613.12 100.00 Total 363,296,931.27 100.00 22,968,290.59 6.32 338,517,002.13 100.00 21,331,496.46 6.30 —Within the combination, analysis of accounts receivable that make provision for losses by balance percentage method Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Account age Withdrawal Withdrawal Proportion Proportion Amount Amount proportion Amount Amount proportion (%) (%) (%) (%) Within 1 year 341,630,470.68 94.36 20,497,828.24 6 326,532,449.48 96.77 19,591,946.97 6 1-2 years 14,342,672.82 3.96 860,560.36 6 10,296,197.99 3.05 617,771.88 6 2-3 years 4,206,815.64 1.16 252,408.94 6 437,722.27 0.13 26,263.34 6 Over 3 years 1,871,786.26 0.52 112,307.18 6 165,019.27 0.05 9,901.15 6 60 English Translation for Reference Only Total 362,051,745.40 100.00 21,723,104.72 6 337,431,389.01 100.00 20,245,883.34 6 —Not significant single amounts but make independent provision for impairment losses Withdrawal Content of accounts Book balance Bad debt provision proportion Reason receivable (%) Guangzhou Yaotong Estimatedly Lighting Appliances uncollectible Trading Co., Ltd. 729,453.94 729,453.94 100.00% Jilin Changchun Meijia Shopping Mall Estimatedly Yongchun Wholesale uncollectible Haitian Lamps 184,263.00 184,263.00 100.00% Dongda Economic Trade Estimatedly Co., Ltd. 142,107.94 142,107.94 100.00% uncollectible Shanghai Xianyi Estimatedly Lighting Electric uncollectible Appliance Co., Ltd. 185,237 185,237 100.00% Jilin Changchun Haitian Dongda Estimatedly Commerce&Trade Co., uncollectible Ltd. 4,123.99 4,123.99 100.00% Total 1,245,185.87 1,245,185.87 100.00% —Particulars about arrears of the top fives units Closing balance Opening balance Item Amount Proportion Amount Proportion Total amount and percentage of arrears of the top five 67,925,264.60 18.70% 119,661,219.69 35.35% —Main units Relationship with the Proportion in total Customer Amount Account age Company prepayments No.1 Non-related supplier 37,918,081.90 Within 1 year 10.44% No.2 Non-related supplier 8,576,922.94 Within 1 year 2.36% No.3 Non-related supplier 8,441,256.38 Within 1 year 2.32% No.4 Non-related supplier 7,211,779.83 Within 1 year 1.99% 61 English Translation for Reference Only No.5 Non-related supplier 5,777,223.55 Within 1 year 1.59% Total 67,925,264.60 18.70% —Please see Note Ⅷ for amount due from shareholders who hold 5% or more of voting shares of the Company in the balance of prepayments. 5. Prepayments Balance of prepayment as at 30 Jun. 2011 stood at RMB102,272,435.13, which is classified according to aging as follows: Closing balance Opening balance Aging Amount Proportion (%) Amount Proportion (%) Within 1 year 91,429,888.40 89.40 28,823,861.60 98.15 1-2 years 10,298,516.73 10.07 - - 2-3 years 50,000.00 0.05 50,000.00 0.17 Over 3 years 494,030.00 0.48 494,030.00 1.68 Total 102,272,435.13 100.00 29,367,891.60 100.00 —Arrears of the top five units in the closing balance of prepayments total RMB46,470,000.00, accounting for 45.44% of the prepayment balance. Details are as follows: Customer Relationship with the Amount Account age Proportion in total Company prepayments Unit 1 Non-related supplier Within 1 year 19,820,000.00 19.38% Unit 2 Non-related supplier Within 1 year 9,300,000.00 9.09% Unit 3 Non-related supplier Within 1 year 9,000,000.00 8.80% Unit 4 Non-related supplier Within 1 year 4,350,000.00 4.25% Unit 5 Non-related supplier Within 1 year 4,000,000.00 3.91% Total Within 1 year 46,470,000.00 45.44% —The balance of prepayments has increased by RMB72,904,543.53 compared with the period-begin, a decrease of 248.25%, which was mainly because the Company increased prepayments for materials considering the supply and demand condition of raw materials and the continuous rising price of raw materials. —There is no amount due from shareholders who hold 5% or more of voting shares of the Company in the balance of prepayments. —Please see Note Ⅷ for details about amount due from shareholders who hold 5% or more of voting shares of the Company in the balance of prepayments. 62 English Translation for Reference Only 6. Other Receivables Net amount of other receivables as at 30 Jun. 2011 stands at RMB15,780,890.52, which is detailed as follows according to categories: Closing balance Opening balance Item Book balance Bad debt provision Book balance Bad debt provision Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Significant single amounts and make independent provision for impairment losses Accounts receivable that make provision for impairment loss according to ages combination Normal business combination 16,788,181.40 99.37 1,007,290.88 6.00 21,546,983.92 99.51 1,292,897.22 6.00 Subtotal of 16,788,181.40 99.37 1,007,290.88 6.00 21,546,983.92 99.51 1,292,897.22 6.00 combination Not significant single amounts but make 106,552.50 0.63 106,552.50 100 106,552.50 0.49 106,552.50 100.00 independent Total 16,894,733.90 100.00 1,113,843.38 6.59 21,653,536.42 100.00 1,399,449.72 6.46 provision for —Within the combination, analysis of other receivables that make provision for losses by balance impairment percentage method losses Closing balance Opening balance Book balance Bad debts provision Book balance Bade debts provision Account age Withdrawal Withdrawal Proportion Proportion Amount Amount proportion Amount Amount proportion (%) (%) (%) (%) Within 1 year 13,600,158.60 81.01 816,009.51 6 19,307,484.75 89.61% 1,158,527.27 6 1-2 years 2,106,292.80 12.55 126,377.57 6 741,965.77 3.44% 44,517.94 6 2-3 years 200,000.00 1.19 12,000.00 6 447,478.66 2.08% 26,848.72 6 Over 3 years 881,730.00 5.25 52,903.80 6 1,050,054.74 4.87% 63,003.29 6 Total 16,788,181.40 100.00 1,007,290.88 6 21,546,983.92 100.00% 1,292,897.22 6 —Particulars of other accounts receivable on top five units in debt 63 English Translation for Reference Only Closing balance Opening balance Item Amount Proportion Amount proportion Total of the top five units in debt and 13,039,245.74 77.18% 15,742,698.16 72.70% proportion —Main units of other accounts receivable Proportion to Ranking of Relationship with Amount in arrear Ages accounts units the Company receivable Non-related No. 1 relationship 9,670,292.20 With in 1 year 57.24% No. 2 Related relationship 2,106,292.80 With in 1 year 12.47% Non-related 1,031,929.60 With in 1 year 6.11% No. 3 relationship Non-related relationship 120,000.00 Over 1 year 0.71% No. 4 Non-related relationship 110,731.14 Over 1year 0.66% No. 5 Total 13,039,245.74 77.18% —Bad debt provisions for closing other receivables with significant single amounts or insignificant but being conducted an independent impairment test on: Book Ages Bad debt Withdrawal Reasons Customer balance ratio Fangcheng County Yuli Glass Tube Over 3 Estimatedly Co., Ltd. 106,552.50 106,552.50 100.00 years uncollectible Total 106,552.50 106,552.50 —The balance of other receivables has increased by RMB4,758,802.52 compared with the period-begin, an increase of 21.98%, which was mainly because increase in export tax refund amount of accounts receivable. —There is no amount due from shareholders who hold 5% or more of voting shares of the Company in the balance of other receivables. 7. Inventory Net inventory as at 30 Jun. 2011 stands at RMB464,795,681.63, which is detailed as follows according to types: Items Closing balance Opening balance 64 English Translation for Reference Only Falling price Falling price Book balance Book value Book balance Book value reserve reserve Raw 156,772,802.3 156,772,802.3 75,949,966.31 - 75,949,966.31 materials Goods in 3 3 process 16,082,089.71 16,082,089.71 4,144,854.25 - 4,144,854.25 Finished goods 188,100,835.2 143,155.2 187,957,680.0 192,492,121.8 143,155.2 192,348,966.6 Self-made 9 5 4 8 5 3 half-finishe 103,225,646.0 103,225,646.0 92,304,692.71 - 92,304,692.71 d goods Low-value 4 4 fugitive 757,463.51 757,463.51 665,402.88 - 665,402.88 items Total 464,938,836.8 143,155.2 464,795,681.6 365,557,038.0 143,155.2 365,413,882.7 —Provisions for inventory price falling 3 3 5 8 Decrease in this period Opening book Provision for this Closing book balance Item balance period Transferring Writing off back Finished 143,155.25 - - - 143,155.25 product Total - - - 143,155.25 143,155.25 —The balance of inventories increased RMB99,381,798.85 compared with the year-begin, an increase of 27.20%, mainly due to a general increase in price of raw material and the Company increased storage in the reporting period in response to the general rising price of raw materials. 8. Financial assets available for sales Particulars on financial assets available for sale Item Fair value at period-end Fair value at year-begin Tradable shares with trading 80,992,172.80 95,740,001.28 moratorium Total 80,992,172.80 95,740,001.28 —On 18 Aug. 2010, China Everbright Bank listed on Shanghai Stock Exchange with shares of 24,176,768.00 owned by the Company turned into tradable shares with trading moratorium. Up to 30 Jun. 2011, the fair value of China Everbright Bank was RMB80,992,172.80, and the change in fair value was RMB14,747,828.48. In accordance with relevant regulations, the Company made provision for deferred income tax liabilities of RMB2,212,174.27, of which the difference of RMB12,535,654.21 recorded into capital reserve. 9. Long-term equity investment 65 English Translation for Reference Only Net amount of long-term equity investment as at 30 Jun. 2011 stands at RMB454,723,766.01, which is detailed as follows according to types: Opening balance Closing balance Increase in this Decrease in Items Provision for period this period Provision for Amount Amount impairment impairment Stock 5,850,000.0 5,850,000.0 investment 11,850,000.00 11,850,000.00 0 0 Investment to affiliated 12,600,000.0 1,249,923.5 enterprises 36,703,867.37 - 48,053,943.78 Other 0 9 investment 403,968,727.0 3,298,904.8 403,968,727.0 3,298,904.8 s 4 1 4 1 Total 452,522,594.4 9,148,904.8 12,600,000.0 1,249,923.5 463,872,670.8 9,148,904.8 1 1 0 9 2 1 Particulars on category of long-term equity investment are listed as follows: —Stock investment Name of Stock Number Proportion in Invested Closing Impairment invested nature of stock registered amount market value reserve company capital of Shenzhen Corporate Less than 650,000 invested 5,850,000.00 - 5,850,000.00 Zhonghao shares 5% company (Group) Ltd. Chengdu Corporate 5,000,000 6.94% 6,000,000.00 - - Hongbo shares Industrial Co., Ltd. 11,850,000.00 - 5,850,000.00 —A full-amount impairment reserve has been withdrawn for the investment to Shenzhen Zhonghao (Group) Ltd. for its inability to offset debts with assets. 66 English Translation for Reference Only —Investment to affiliated entities Total closing Total operating Equity-holding Voting rights ratio in Total closing Closing net assets Net profit in current Invested entity liabilities revenue in current ratio (%) invested entity (%) assets amount amount period amount period Qinghai Fozhao Lithium Ion Battery 38% 38% 100,700,244.04 7,400,000.00 93,300,244.04 -3,289,272.61 Cathode Materials Co., Ltd. Guangdong Fozhao Guoxuan Power 50.00% 50.00% 12,600,000.00 - 12,600,000.00 - Energy Co., Ltd. —In Mar 2011, the Company and Gefei Guoxuan Power Energy Co., Ltd. signed Contract on Investing and Establishing Guangdong Fozhao Guoxuan Power Energy Co., Ltd. Together. In accordance with relevant regulations, registered capital of it is RMB 50 million, with the Company holds 50% equities of it. The Company has paid a first phase investment of RMB 12.6 million on Jun. 2011 that Guangdong Fozhao Guoxuan Power Energy Co., Ltd. was established on 27 Jun. 2011. —Other equity investment Explanation for equity-holdi Equity-holdi Voting ng ratio and Impairmen Accou Cash Initial investment Opening Increase/de Closing ng ratio in rights ratio voting Impairment t reserve Invested entity nting bonus for cost balance crease balance invested in invested rights ratio reserve for this method this period entity (%) entity (%) in invested period entity are not in accord Guangzhou Zhujiang Cost Asset Management method 10,000,000.00 10,000,000.00 - 10,000,000.00 15.38% 15.38% In accord 3,298,904.81 - - Company Limited Guangdong Cost 500,000.00 500,000.00 - 500,000.00 Less than5% Less than5% In accord - - - Development Bank method 67 English Translation for Reference Only Foshan Branch Foshan Fochen Road Cost Development Company method 20,757,600.00 11,175,627.38 11,175,627.38 7.66% 7.66% In accord - - - Limited Shenzhen Liangke Cost Venture Capital method 13,718,882.66 13,718,882.66 - 13,718,882.66 18.50% 18.50% In accord - - - Company Limited Xiamen Commercial Cost 208,574,217.00 208,574,217.00 208,574,217.00 9.99% 9.99% In accord - - - Bank method Hefei Guoxuan Cost High-tech Power Energy method 160,000,000.00 160,000,000.00 160,000,000.00 18.00% 18.00% In accord - - - Co., Ltd. Total 413,550,699.66 403,968,727.04 403,968,727.04 3,298,904.81 - 68 English Translation for Reference Only 10. Fixed Assets and Accumulated Depreciation Net fixed assets as at 30 Jun. 2011 stands at RMB632,893,846.71, which is detailed as follows: Decrease in this Items Opening amount Increase in this period Closing amount period Original value of fixed assets: Housing and building 552,309,340.86 1,002,069.14 23,926.17 553,287,483.83 Machinery equipments 1,133,488,467.77 6,323,870 22,647,743.00 1,117,164,594.77 Transportation equipments 15,246,419.14 294,532.42 203,247.86 15,337,703.70 Other equipment 22,197,702.01 693,745.57 63,127.18 22,828,320.40 Total 1,723,241,929.78 8,314,217.13 22,938,044.21 1,708,618,102.70 Accumulated depreciation: Housing and building 255,770,716.96 14,146,784.58 37,367.22 269,880,134.32 Machinery equipments 761,870,584.67 39,168,043.50 17,578,877.87 783,459,750.30 Transportation equipments 10,217,194.62 585,278.34 33,813.31 10,768,659.65 Other equipment 10,216,920.63 1,067,673.08 35,632.31 11,248,961.40 Total 1,038,075,416.88 54,967,779.50 17,685,690.71 1,075,357,505.67 Impairment reserve for fixed assets Machinery equipments 2,043,648.78 1,676,898.46 366,750.32 Net value 683,122,864.12 632,893,846.71 —Construction in progress with original value of RMB1,804,805.62 was transferred into fixed assets in the reporting period. —Depreciation amount recorded into operating cost, operating expenses and administrative expenses totaled RMB54,967,779.50 in current period. —Up until 30 Jun. 2011, there had existed no fixed assets temporarily idle, rent in by financial leasing or held for sale. —Impairment reserves for fixed assets: Item of fixed Written off in this Opening amount Increase in this period Closing amount asset period Machinery equipment 2,043,648.78 - 1,676,898.46 366,750.32 69 English Translation for Reference Only —The Company had withdrawn in previous years provisions for impairment of fixed assets on some machinery equipments which failed to meet requirements of production processes and might result in losses. Written off in this period is due to measurement to fixed assets that has made provisions for impairment loss on the previous period. 70 English Translation for Reference Only 11. Construction in Process Balance of construction in process as at 30 Jun. 2011 stands at RMB123,045,179.20, which is detailed as follows: Closing balance Opening balance Item Book balance Impairment reserve Net book value Book balance Impairment reserve Net book value Construction in process 123,045,179.20 123,045,179.20 100,914,324.93 - 100,914,324.93 Total 123,045,179.20 123,045,179.20 100,914,324.93 - 100,914,324.93 —Changes in construction in process: Amount transferred into Name of construction project Opening amount Increase in this period fixed assets in this period Other decrease Closing amount Funds source Self-owned Fuwan Lighting Industrial Park 43,793,376.74 2,269,706.58 19,441.17 46,043,642.15 funds Self-owned Furnace 20,063,324.21 149,041.21 8,200.00 20,204,165.42 funds Self-owned 4#, 5# factories in Xinxiang, Henan 7,901,630.50 7,901,630.50 funds Production lines of T8 and Self-owned metal-halide lamps 6,602,750.94 8,757,668.38 77,153.00 15,283,266.32 funds Self-owned Rebuilding of liya line 4,975,561.95 1,144,444.78 462,866.75 5,657,139.98 funds Self-owned Fuwan Hotel and supporting facilities 1,111,239.00 296,300.00 814,939.00 funds Self-owned Production line of T5 fluorescent lamp 90,000.00 90,000.00 funds Self-owned T8 Workshop 24,547.94 765,856.92 790,404.86 funds 71 English Translation for Reference Only Amount transferred into Name of construction project Opening amount Increase in this period fixed assets in this period Other decrease Closing amount Funds source Self-owned Other 16,351,893.65 11,145,242.02 1,237,144.70 26,259,990.97 funds Total 100,914,324.93 24,231,959.89 1,804,805.62 296,300.00 123,045,179.20 —None of the items of projects under construction has any interest to be capitalized and exchange gain or loss. —As at 30 Jun. 2011, the Company did not need to withdraw provision for impairment of projects under construction. 12. Intangible assets Increase in current Transfer out in Amortization in Accumulated Acquisition Type Initial amount Opening balance Closing balance period current period current period amortization mode Assignment and Land use right 253,215,544.34 220,544,019.70 - 3,821,453.37 36,492,978.01 216,722,566.33 purchase Input by Patent right 63,333.06 146,666.96 53,333.04 200,000.00 - 10,000.02 investors Total 253,415,544.34 220,607,352.76 - 3,831,453.39 36,639,644.97 216,775,899.37 —As at 30 Jun. 2011, the Company has no provision for impairment of intangible assets that need to be withdrawn. 72 English Translation for Reference Only 13. Deferred income tax assets/deferred income liabilities —Recognized deferred income tax assets/deferred income tax liabilities Items Closing amount Opening amount Deferred income tax assets: Provision for assets impairment 5,061,141.65 5,146,336.49 Depreciation of fixed assets 12,150,494.52 12,219,435.34 Payroll payable 5,094,763.20 5,094,763.20 Fair value change gains and losses 24,386.35 1,963.24 Total 22,330,785.72 22,462,498.27 Deferred income liabilities: Fair value changes on financial assets available for sale 7,524,503.52 9,736,677.79 Total 7,524,503.52 9,736,677.79 —Items of assets/liabilities leading to temporary difference and relevant amount: Items Closing balance Opening balance Deferred income tax assets Provision for assets impairment 33,740,944.35 34,066,655.02 Depreciation of fixed assets 81,003,296.83 81,462,902.24 Payroll payable 33,965,088.00 33,965,088.00 Fair value changes on tradable financial assets 162,575.62 13,088.30 Total 148,871,904.80 149,507,733.56 Deferred income liabilities: Fair value changes on financial assets available for sale 50,163,356.80 64,911,185.28 Total 50,163,356.80 64,911,185.28 73 English Translation for Reference Only 14. Provision for Assets Impairment Opening Increase in current period Decrease in current period Closing Items balance Other Withdrawn Written back Write-off balance Provision for bad debts of increase accounts receivable 21,331,496.46 - 1,636,794.13 22,968,290.59 Provision for bad debts of other receivables 1,399,449.72 - 285,606.34 1,113,843.38 Provision for falling price of inventory 143,155.25 - 143,155.25 Provision for impairment of long-term investment 9,148,904.81 - 9,148,904.81 Provision for impairment 2,043,648.78 - 1,676,898.46 366,750.32 of fixed assets Total 34,066,655.02 - 1,636,794.13 1,962,504.80 33,740,944.35 15. Accounts Payable Items Closing balance Opening balance Accounts payable 271,514,170.73 192,615,874.39 —Among the closing balance of accounts payable, and increase amount of RMB78,898,296.34 compared to period-begin, an increase of 40.96% which is mainly for rising price of raw material this reporting period and increase in inventories. —There was no significant accounts payable aged more than 3 years. 16. Advance from customers Items Closing balance Opening balance Advance from customers 16,820,927.52 22,598,645.79 —The closing balance of the advance from the customers is all advances on sales. There was no advance from customers aged more than 3 years. — Among the closing balance of the advance from the customers, there was no advance from customers due from shareholders with more than 5% (including 5%) of the voting shares of the Company. 17. Payroll payable Increase in current Payment in current Items Opening balance Closing balance period period Salary, bonus, allowance and subsidy 387,288.70 131,133,074.96 131,481,963.66 38,400.00 Share incentive fund 53,705,277.53 430,060.00 12,031,866.00 42,103,471.53 Employee welfare - 872,269.29 872,269.29 74 English Translation for Reference Only Increase in current Payment in current Items Opening balance Closing balance period period Labor union fee - 483,913.90 483,913.90 Social insurance - 14,251,617.47 14,251,617.47 Including: Medical - 4,508,836.50 4,508,836.50 insurance Basic endowment - 7,352,541.94 7,352,541.94 insurance Unemployment - 720,077.89 720,077.89 insurance Injury insurance - 1,384,405.05 1,384,405.05 premium Pregnancy insurance - 285,756.09 285,756.09 Housing fund - 254,662.40 254,662.40 Total 54,092,566.23 161,677,215.49 173,627,910.19 42,141,871.53 —There was no payroll payable in arrears in the Company. The balance of ―Salary, bonus, allowance and subsidy‖ presented in the payroll payable has been paid in Jul. 2011. 18. Taxes payable As at 30 Jun. 2011, the Company’s balance of taxes payable is RMB39,888,211.52, the details as below: Taxes Closing balance Opening balance Corporate income tax 13,428,529.84 18,417,980.75 VAT -3,021,188.18 -28,473,420.69 Other 29,480,869.86 5,042,405.40 Total 39,888,211.52 -5,013,034.54 —Among the closing balance of taxes payable, an increase amount of RMB44,901,246.07 compared to period-begin, an increase of 895.69% which is mainly for the need of prepaying individual income tax and corporate income tax for bonus. 19. Other Payables Items Closing balance Opening balance Other payables 35,333,182.19 30,383,813.76 —Among the closing balance of other payables, the amount of RMB10,826,555.36 is a payment aged more than 3 years, which is mainly for margin money paid by material suppliers. —Among the closing balance, there were no other payables due from shareholders with more than 5% (including 5%) of the voting shares of the Company. 20. Dividends Payable Items Closing balance Opening balance 75 English Translation for Reference Only Dividends payable 3,415,262.58 —Closing balance of dividends payable is bonus money payable of subsidy Foshan Taimei Times Lamps and Lanterns Co., Ltd. to other shareholders pay in advance. 21. Deferred income Opening Items Closing balance Notes balance Government grants No 3174 document of Fa-Gai-Tou-Zi (2008) ―National Development and Reform Commission on 2009 Ten Major Energy Conservation Projects, 9,852,274.95 9,852,274.95 Circular Economy and Industrial Pollution Treatment Projects in Key Including: The project of electronic energy-saving Watersheds and Investment Plan of lamp transformed from incandescence lamp New Add Central Budget 2008‖ Government grant for pointed industry Production line of 50 million energy-saving investment besides ―4 plus 8‖ fluorescent lamp 1,395,000.00 1,395,000.00 industries in 2010 issued by Nanjing Financial Bureau The project of furnace desulphurization and dust No. 689 document of NanFuFu[2009] removal system 619,666.72 704,166.70 of government of Nanhai District Total 11,815,274.99 11,951,441.65 22. Share Capital Opening amount Increase/decrease in current period Closing amount Shares Capitalizati subject to Items Propor on of Proportion Numbe Number trading Subtotal Number tion % capital % r moratorium reserve listed I. Shares subject to trading moratorium 1. Shares held by domestic legal 3,942,813 0.57 - - 3,942,813 0.40 persons 2. Shares held by foreign legal 131,815,685 13.47 - - 131,815,685 13.47 persons 3. Shares held by domestic natural 1,527,787 - - - 1,527,787 0.16 persons 76 English Translation for Reference Only 4. Shares held by foreign legal 8,404,132 - -8,404,132 -8,404,132 persons Total shares subject to trading 145,690,417 14.04 - - 137,286,285 14.03 moratorium II. Shares not subject to trading 0 moratorium 1. RMB ordinary 616,056,423 62.94 - - 616,056,423 62.96 shares 2. Domestically listed foreign 216,816,905 23.02 - - 8,404,132 8,404,132 225,221,037 23.02 shares Total shares not subject to trading 832,873,328 85.96 - - 832,873,328 85.97 moratorium III. Total shares 978,563,745 100.00 - - 978,563,745 100.00 23. Capital Reserve Decrease in current Items Opening amount Increase in current period Closing amount period Share premium 582,653,147.29 582,653,147.29 Provision for equity investment 4,514.43 4,514.43 Other capital reserve 62,589,112.81 12,535,654.21 50,053,458.60 Total 645,246,774.53 12,535,654.21 632,711,120.32 —Decrease of share reserves this period is due to a difference of RMB12,535,654.21 of the change in fair value of the holding shares of China Everbright Bank deducting deferred income tax. 24. Surplus reserve Increase in current pe Decrease in current pe Items Opening amount Closing amount riod riod Statutory surplus 418,547,357.61 418,547,357.61 reserves Discretionary surplus reserve 136,886,568.36 136,886,568.36 Total 555,433,925.97 555,433,925.97 25. Retained profit Items Current period Last period Retained profit as at the end of last year before adjustment 587,668,581.79 566,135,541.76 Total opening retained profit adjusted 77 English Translation for Reference Only Opening retained profit after adjustment 587,668,581.79 566,135,541.76 Plus: Net profit attributable to parent company for current 117,867,457.28 80,817,767.97 period Less: Appropriation of statutory surplus reserves Dividends distributed for ordinary shares 244,640,936.25 215,284,023.90 Closing retained profit 460,895,102.82 431,669,285.83 Of which: Cash dividends to be distributed 26. Operating Income and Operating Cost —Category of operating income and operating cost is listed as follows: Amount of current period Amount of last period Items Revenue Cost Revenue Cost Main operation 1,084,190,077.75 814,325,046.72 817,689,117.18 620,284,762.95 Others 11,129,225.49 6,791,153.29 6,671,227.47 5,185,551.26 Total 1,095,319,303.24 821,116,200.01 824,360,344.65 625,470,314.21 —Breakdown of main operation income according to industries: Amount of current period Amount of last period Items Revenue Cost Revenue Cost Lighting equipments and lamps 1,073,898,556.06 808,297,835.81 808,490,507.69 615,400,972.89 Income from hotel 10,291,521.69 6,027,210.91 9,198,609.49 4,883,790.06 Total 1,084,190,077.75 814,325,046.72 817,689,117.18 620,284,762.95 —Breakdown of main operation income from products sales according to regions: Item Amount of current period Amount of last period Revenue Cost Revenue Cost Domestic sales 680,028,197.19 512,563,506.22 485,990,174.25 371,009,678.35 Export sales 393,870,358.87 295,734,329.59 322,500,333.44 244,391,294.54 Total 1,073,898,556.06 808,297,835.81 808,490,507.69 615,400,972.89 —Top five customers in sales income: Proportion in total operating revenue Customer Operating revenue (%) Customer 1 70,330,195.13 6.42 Customer 2 40,814,976.58 3.73 Customer 3 32,103,181.94 2.93 Customer 4 22,296,270.92 2.04 Customer 5 21,647,391.04 1.98 78 English Translation for Reference Only Total 187,192,015.61 17.09 27. Taxes and Associate Charges Items Amount of current period Amount of last period Measurement basis City maintenance and construction tax 6,588,334.69 4,658,284.63 7% of turnover tax Educational surtax 4,704,861.13 1,996,407.69 3% of turnover tax Business tax 527,586.90 564,174.87 5% of taxable income Others 39,795.79 9,486.80 - Total 11,860,578.51 7,228,353.99 28. Operating expenses Category Amount of current period Amount of last period Transportation expenses 18,907,862.14 16,687,284.00 Service charges on promotion of energy-saving products 9,248,087.2 7,988,370.22 Payroll 6,893,770.73 5,400,899.25 Advertising expenses, business propagandize fee 7,472,394.24 2,045,834.38 Commission 1,313,771.07 1,160,190.58 Travel charge 1,605,138.54 1,001,197.32 Other 6,669,081.69 4,947,841.75 Total 52,110,105.61 39,231,617.5 29. Management expense Category Amount of current period Amount of last period Employee payroll 11,589,221.90 8,870,677.65 Depreciation charges 7,282,621.67 6,874,395.06 Tax expense 5,318,621.99 6,282,259.81 Office expenses 2,589,276.85 1,849,445.60 Expenses on amortization of intangible assets 3,831,453.39 1,919,010.30 Research and development expenses 838,765.65 424,380.86 Text and examination charge 1,235,640.88 1,750,400.18 Other 26,505,571.18 27,888,561.74 Total 59,191,173.51 55,859,131.20 30. Financial expense 79 English Translation for Reference Only Category Amount of current period Amount of last period Interest expense Less: Interest revenue 3,522,919.74 5,205,520.58 Exchange loss 1,422,100.41 598,716.80 Less: Exchange gain Others 1,047,167.73 1,149,477.38 Total -1,053,651.60 -3,457,326.40 —Financial expense increase RMB2,403,674.80 compared with last period, an increase of 69.52%, mainly due to bank deposit of the Company decreases that leads to interest expense decreases. 31. Assets Impairment Losses Items Amount of current period Amount of last period Bad debts losses 1,351,187.79 -185,412.49 Other Total 1,351,187.79 -185,412.49 32. Gains and Loss on the Changes in Fair Value Items Amount of current period Amount of last period Income from changes in fair value of tradable financial -162,575.62 - assets 33. Investment Income Items Amount of current period Amount of last period Income from long-term equity investments calculated by cost method Long-term equity investment calculated by equity method -1,249,923.57 Investment income obtained through holding tradable financial 178,118.10 assets Investment income obtained through holding available-for-sale financial assets, etc. 2,287,122.25 Investment income obtained through disposing tradable financial assets 13,971.96 Total 178,118.10 1,051,170.64 34. Non-operating income Amount recorded into Occurred amount of this Occurred amount of last Items non-recurring gains and period period losses of this period Total gains from disposal of 63,947.00 186,413.73 63,947.00 non-current assets 80 English Translation for Reference Only Including: Gains from disposal of 63,947.00 186,413.73 63,947.00 fixed assets Gains from disposal of intangible assets Government subsidy 903,288.66 1,298,249.58 903,288.66 Accounts payable that irrecoverable 34,505.15 34,505.15 due to the creditor Other 598,617.69 46,977.20 598,617.69 Total 1,600,358.50 1,531,640.51 1,600,358.50 35. Non-operating expense Amount recorded into Items Amount of this period Amount of last period non-recurring gains and losses of this period Losses on disposal of fixed assets 5,189,155.92 230,673.71 5,189,155.92 Donation 4,620.00 1,000,000.00 4,620.00 Other 671,129.03 1,299,041.45 671,129.03 Total 5,864,904.95 2,529,715.16 5,864,904.95 36. Income tax expense Amount of this period Amount of last period Items Current income tax expense 25,610,018.60 17,240,377.60 Deferred income tax expense -464,470.12 818,548.82 Total 25,145,548.48 18,058,926.42 37. Earnings per share Items Amount of this period Amount of last period Basic earnings per share 0.120 0.083 Diluted earnings per share 0.120 0.083 —The above earnings per share are calculated in accordance with the Rules for the Compilation of Information Disclosures by the Companies that Offer Securities to the Public No. 9- Calculation and Disclosure of Net Return of Equity and Earnings per Share (revised in 2010). Please refer to NoteⅩⅠ for details of the calculation process. 38. Other comprehensive income Amount of this Items Amount of last period period 81 English Translation for Reference Only 1. Gain/(loss) arising from available-for-sale financial assets -14,747,828.48 Less: Effects of income tax generating from available-for-sale financial -2,212,174.27 assets Net amount transferred into profit and loss in the current period that recorded into other comprehensive income in previous period Subtotal -12,535,654.21 2. Other Less: Effects of income tax generating from other recorded into other comprehensive income Net amount transferred into profit and loss in the current period that recorded into other comprehensive income in previous period Subtotal Total -12,535,654.21 39. Other Cash Received Relating to Operating Activities Other cash received relating to operating activities is RMB7,810,787.51 in the 1st half year of 2011, main items are as below: Items Amount 3,522,919.74 Deposit interest Income from subsidy 726,000.00 Income from property and rental of equipment 283,068.87 Others 3,278,798.90 40. Other Cash Paid Relating to Operating Activities Other cash paid relating to operating activities is RMB62,083,411.78 in 2011, main items are as below: Items Amount Transport charges 17,277,269.10 Advertising and general publicity expense 8,590,103.00 Expense for product promotion 3,640,810.65 Office expense 8,855,791.26 Land lease and administration expense 900,000.00 Commission 1,271,056.57 82 English Translation for Reference Only 41. Supplemental information of cash flow statement Supplemental information Amount of this period Amount of last period 1. Reconciliation of net profit to net cash flows generated from operating activities Net profit 122,809,485.51 81,334,783.67 Add: Provision for impairment of assets 1,351,187.79 -185,412.49 Depreciation of fixed assets 54,967,779.50 57,148,508.53 Amortization of intangible assets 3,831,453.39 1,919,010.30 Amortization of long-term deferred expense Losses on disposal of property, plant and equipment, 5,125,208.92 44,259.98 intangible assets and other long-term assets (gains: negative) Losses on retirement of fixed assets Losses from variation of fair value 175,663.92 Financial cost 428,597.63 712,700.32 Investment loss (gains: negative) -1,051,170.64 -178,118.10 Decrease in deferred income tax assets -464,470.12 818,548.82 (―+‖ means increase) Increase in deferred income tax liabilities (―-‖ means decrease) Decrease in inventory (increase: negative) -99,381,798.85 -102,629,165.04 Decrease in accounts receivable from operating activities -43,656,532.46 -2,427,440.30 (increase: negative) Increase in payables from operating activities 30,333,153.26 39,048,023.04 (decrease: negative) Net cash flows generated from operating activities 75,605,698.73 74,468,557.85 2. Net increase in cash and cash equivalents Closing balance of cash 547,799,984.61 879,598,148.06 Less: opening balance of cash 711,625,404.65 1,036,582,265.88 Closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase in cash and cash equivalents -163,825,420.04 -156,984,117.82 — Cash and cash equivalents Items Closing balance Opening balance 83 English Translation for Reference Only I. Cash 547,799,984.61 711,853,632.95 Including: Cash on hand 73,199.54 114,480.22 Bank deposit on demand 547,721,103.99 701,830,065.08 Other monetary funds on demand 5,681.08 9,909,087.65 II. Cash equivalent - Including: Bond investment due in three months - III. Closing balance of cash and cash equivalents 547,799,984.61 711,853,632.95 (VII). Notes to the Financial Statements of Parent Company 1. Accounts Receivable Net account receivable as at 30 Jun. 2011 stands at RMB 349,636,837.08, which is detailed as follows according to varieties: Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Items Proportion Proportion Proportion Proportio Amount Amount Amount Amount (%) (%) (%) n (%) Accounts receivable with - - - - - - - - significant single amount allotted individually for bad Accounts receivable allotted in combination for bad debt provisions debt provisions Combinations of ordinary 350,427,921.78 94.22 21,025,675.31 6.00 328,964,325.70 93.09 19,737,859.53 6.00 businesses Combinations of internal 20,234,590.61 5.44 23,337,816.95 6.60 - - businesses Subtotal of combinations 370,662,512.39 99.67 21,025,675.31 5.67 352,302,142.65 99.69 19,737,859.53 5.60 Accounts receivable with 1,245,185.87 0.33 1,245,185.87 100.00 1,085,613.12 0.31 1,085,613.12 100.00 insignificant single amount allotted individually for bad Total 371,907,698.26 100.00 22,270,861.18 5.99 353,387,755.77 100.00 20,823,472.65 5.89 debt provisions —Aging analysis of balances of accounts receivable allotted for bad debt provisions by balance-percentage method in combinations: 84 English Translation for Reference Only Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Age Withdrawal Withdrawal Proportion Amount Amount proportion Amount Proportion (%) Amount proportion (%) (%) (%) Within 1 330,370,748.27 94.28 19,822,244.90 6 318,282,858.45 96.75 19,096,971.50 6 year 1-2 years 14,168,319.01 4.04 850,099.14 6 10,210,913.85 3.10 612,654.83 6 2-3 years 4,017,068.24 1.15 241,024.09 6 351,846.84 0.11 21,110.81 6 Over 3 years 1,871,786.26 0.53 112,307.18 6 118,706.56 0.04 7,122.39 6 Total 350,427,921.78 100.00 21,025,675.31 6 328,964,325.70 100.00 19,737,859.53 6 —Accounts receivable with insignificant single amount allotted individually for bad debt provisions Withdrawal Content Book balance Bad debt provision Reason proportion Guangzhou Yaotong Lighting Appliances Estimatedly uncollectible Trading Co., Ltd. 729,453.94 729,453.94 100.00% Jilin Changchun Meijia Shopping Mall Yongchun Estimatedly uncollectible Wholesale Haitian Lamps 184,263.00 184,263.00 100.00% Dongda Economic & Estimatedly uncollectible Trade Co., Ltd. 142,107.94 142,107.94 100.00% Shanghai Xianyi Lighting Electrical Appliances Co., Estimatedly uncollectible Ltd. 185,237 185,237 100.00% Jilin Changchun Haitian Dongda Commerce&Trade Co., Estimatedly uncollectible Ltd. 4,123.99 4,123.99 100.00% Total 1,245,185.87 1,245,185.87 100.00% —The top five entities owing accounts receivable Closing amount Opening amount Items Amount Proportion Amount Proportion Total amount and proportion of the 67,925,264.60 18.26% 119,661,219.69 33.86% top five entities owing arrears 85 English Translation for Reference Only —Main entities owing accounts receivable Relation with Proportion in Rank Arrear amount Age the Company accounts receivable No.1 Unrelated 37,918,081.90 With 1 year 10.20% No.2 Unrelated 8,576,922.94 With 1 year 2.31% No.3 8,441,256.38 With 1 year Unrelated 2.27% No.4 7,211,779.83 With 1 year Unrelated 1.94% No.5 5,777,223.55 With 1 year Unrelated 1.55% Total 67,925,264.60 18.26% —For details of arrears in the closing balance of accounts receivable owed by shareholders holding more than 5% (including 5%) equity of the Company, please refer to Note.VIII. 2. Other receivables Net amount of other receivables as at 30 Jun. 2011 stands at RMB59,511,046.61, which is detailed as follows according to types: Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Items Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Other receivables with significant single amount allotted individually for bad debt provisions Other receivables allotted in combination for bad debt provisions Combinations of 10,201,752.82 16.94 612,105.17 6.00 20,962,409.88 99.51 1,257,744.59 6.00 ordinary businesses Combinations of 49,921,398.96 82.89 42,413,542.58 - - - internal businesses Subtotal of 60,123,151.78 99.82 612,105.17 1.02 63,375,952.46 99.51 1,257,744.59 1.98 combinations 86 English Translation for Reference Only Other receivables with insignificant single amount allotted 106,552.50 0.18 106,552.50 100.00 106,552.50 0.49 106,552.50 100.00 individually for bad debt provisions Total 60,229,704.28 100.00 718,657.67 1.19 63,482,504.96 100 1,364,297.09 2.15 —Aging analysis of balances of other receivables allotted for bad debt provisions by balance-percentage method in combinations: Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Age Withdrawal Withdrawal Proportion Proportion Amount Amount proportion Amount Amount proportion (%) (%) (%) (%) Within 1 year 9,614,052.82 94,24 576,843.17 6 18,764,295.83 89.51 1,125,857.75 6 1-2 years 711,800.77 3.40 42,708.04 6 2-3 years 200,000.00 1.96 12,000.00 6 445,613.66 2.13 26,736.82 6 Over 3 years 387,700.00 3.80 23,262.00 6 1,040,699.62 4.96 62,441.98 6 Total 10,201,752.82 100.00 612,105.17 6 20,962,409.88 100.00 1,257,744.59 6 —The top five entities owing other receivables Closing amount Opening amount Items Amount Proportion Amount Proportion Total amount and proportion of the top 56,001,189.08 92.98% 53,949,252.30 84.98% five entities owing arrears —Main entities owing other receivables Rank Relation with the Company Arrear amount Age Proportion in other accounts No.1 Internal cash flow 31,501,489.36 With 1 year 52.30% No.2 Unrelated 9,670,292.20 With 1 year 16.06% No.3 Internal cash flow 9,196,537.91 With 1 year 15.27% No.4 Internal cash flow 5,276,454.67 Over 1 year 8.76% 356,414.94 0.59% No.5 Internal cash flow With 1 year Total 56,001,189.08 92.98% —Withdrawal of bad debt provisions of other receivables with significant single amount or with insignificant 87 English Translation for Reference Only amount but separately conducted for impairment test Book Bad debt Withdrawal Client Aging Reason balance amount proportion Estimatedly Fangcheng Yuli Glass Tube Co., Ltd. 106,552.50 Over 3 years 106,552.50 100.00 uncollectible Total 106,552.50 106,552.50 —There’s no arrear in the closing balance of other receivables owed by shareholders holding more than 5% (including 5%) equity of the Company. 3. Long-term equity investment Balance of long-term equity investment of the Company amounted to RMB 820,200,766.01 as at 30 Jun. 2011, of which the breakdown is listed as the following: Item Closing amount Opening amount Stock investment 6,000,000.00 6,000,000.00 Investment on subsidiaries 365,477,000.00 155,477,000.00 Investment on joint ventures 48,053,943.78 36,703,867.37 Other investment 400,669,822.23 400,669,822.23 Total 820,200,766.01 598,850,689.60 —Stock investment Proportion in Closing Stock Number of registered capital Invested Impairment Name of invested entity market nature stock of invested amount reserve value company Shenzhen Zhonghao Corporate Lower than 650,000 5,850,000.00 - 5,850,000.00 (Group) Ltd. shares 5% Chengdu Hongbo Corporate 5,000,000 6.94% 6,000,000.00 - - Industrial Co., Ltd. shares Total 11,850,000.00 - 5,850,000.00 88 English Translation for Reference Only —Investment on subsidiaries Explanation on inconformity Impairm Cash Equity-holding Voting rights ratio between Impairm ent Initial investment bonus for Invested entity Opening balance Increase / decrease Closing balance ratio in invested in invested entity equity-holding ent reserve cost this entity (%) (%) ratio and voting reserve for this period rights ration in period invested entity Foshan Chansheng Electronic Ballast 750,000.00 750,000.00 - 750,000.00 75.00% 75.00% Accordant - - Co., Ltd. Foshan Chanchang Electric Appliances 42,000,000.00 42,000,000.00 - 42,000,000.00 70.00% 70.00% Accordant - - (Gaoming) Co., Ltd. Foshan Taimei Times Lamps and Lanterns 350,000.00 350,000.00 - 350,000.00 70.00% 70.00% Accordant - - Co., Ltd. Foshan Gaoming Fuwan Landscape 4,800,000.00 4,800,000.00 - 4,800,000.00 100.00% 100.00% Accordant - - Resort Co., Ltd. Nanjing Fozhao Lighting Components 72,000,000.00 72,000,000.00 - 72,000,000.00 100.00% 100.00% Accordant - - Manufacturing Co., Ltd. FSL (Xinxiang) 5,000,000.00 5,000,000.00 - 5,000,000.00 100.00% 100.00% Accordant - - 89 English Translation for Reference Only Lighting Co., Ltd. Qinghai Fozhao Lithium Ion Battery 25,500,000.00 25,500,000.00 25,500,000.00 51.00% 51.00% Accordant - - Cathode Materials Co., Ltd Foshan Lighting Lamps and Lanterns 5,077,000.00 5,077,000.00 5,077,000.00 100.00% 100.00% Accordant - - Co., Ltd. Guangdong Fozhao New Light Sources 10,000,000.00 10,000,000.00 10,000,000.00 55.00% 55.00% Accordant Technology Co., Ltd. Guangdong Fozhao Financial Leasing 200,000,000.00 200,000,000.00 200,000,000.00 100.00% 100.00% Accordant Co., Ltd. Total 365,477,000.00 155,477,000.00 210,000,000.00 365,477,000.00 —Investment on joint ventures Explanation on Equity-ho Voting inconformity Accoun lding ratio rights between Impairment Cash bonus Initial Opening Increase/decrea Closing Impairment Invested entity ting in ratio in equity-holding reserve for for this investment cost balance se balance reserve method invested invested ratio and voting this period period entity (%) entity (%) rights ration in invested entity Qinghai FSL Lithium Equity 36,703,867.37 36,703,867.37 -1,249,923.59 35,453,943.78 38.00% 38.00% Accordant - - - Energy Exploitation method 90 English Translation for Reference Only Co., Ltd. Guangdong Fozhao Equity Guoxuan Power Energy 12,600,000.00 12,600,000.00 12,600,000.00 50.00% 50.00% Accordant method Co., Ltd. Total 49,303,867.37 36,703,867.37 11,350,076.41 48,053,943.78 - - - —Other investment Explanation on inconformity Equity-ho Voting between Impairmen Account Increase lding ratio rights Cash Initial investment Closing equity-holdin Impairment t reserve Invested entity ing Opening balance /decreas in ratio in bonus for cost balance g ratio and reserve for this method e invested invested this period voting rights period entity (%) entity (%) ration in invested entity Guangzhou Zhujiang Cost Asset Management Co., 10,000,000.00 10,000,000.00 10,000,000.00 15.38% 15.38% Accordant 3,298,904.81 - - method Ltd. Guangdong Cost Lower Lower Development Bank, 500,000.00 500,000.00 500,000.00 Accordant - - - method than 5% than 5% Foshan Branch Foshan Fochen Cost Highway Development 20,757,600.00 11,175,627.38 11,175,627.38 7.66% 7.66% Accordant - - - method Co., Ltd. 91 English Translation for Reference Only Shenzhen Liangke Cost Venture Capital Co., 13,718,882.66 13,718,882.66 13,718,882.66 18.50% 18.50% Accordant - - - method Ltd. Cost Xiamen Bank 154,969,875.00 208,574,217.00 208,574,217.00 9.99% 9.99% Accordant - - - method Hefei Guoxuan Cost High-tech Power 160,000,000.00 160,000,000.00 160,000,000.00 18.00% 18.00% - - - method Energy Co., Ltd. Total 390,775,173.66 403,968,727.04 403,968,727.04 3,298,904.81 - 92 English Translation for Reference Only 4. Investment income Item Amount of this period Amount of last period Income from long-term equity investments calculated by cost method 7,968,946.01 4,698,753.00 Income from long-term equity investments calculated by equity method -1,249,923.57 Investment income obtained through holding tradable financial assets Investment income obtained through holding available-for-sale financial assets, etc. 2,287,122.25 Investment income obtained through disposing tradable financial assets 13,971.97 178,118.10 Total 9,020,116.66 4,876,871.10 —Investment income of this period has increased by RMB 4,143,245.56 than last year, up by 84.96%, which was because there’s a large amount of bonuses of subsidiaries as accounted by cost method. —Long-term equity investment income accounted by cost method: Invested entity Amount of this period Amount of last period Foshan Lighting Lamps and Lanterns Co., Ltd. 1,750,000.00 Foshan Taimei Times Lamps and Lanterns Co., Ltd. 7,968,946.01 1,820,000.00 Foshan Chansheng Electronic Ballast Co., Ltd. 1,128,752.91 Total 7,968,946.01 4,698,752.91 —Long-term equity investment income accounted by equity method: Invested entity Amount of this period Amount of last period Qinghai FSL Lithium Energy Exploitation Co., Ltd. -1,249,923.57 - ( V I I I ) . R e l a t e d P a r t i e s a n d R e l a t e d P a r t y Tr a n s a c t i o n Relationship between related parties —Related parties with controlling relationship with the Company —— Related parties with controlling relationship with the Company are as follows: Relationship Registration Organization Legal Name of company Main business with the place code representative Company 93 English Translation for Reference Only Relationship Registration Organization Legal Name of company Main business with the place code representative Company Foshan Chansheng No.64 Fenjiang Manufacturing electronic ballasts, Electronic Ballast North Raod, electronic transformers and electronic Subsidiary 75207544-3 Zhong Xincai Co., Ltd. Foshan triggers. Foshan Chanchang Cangjiang Production and operation of lamps, Electric Appliance Industrial Park, electric light source products and Subsidiary 77920377-5 Zhong Xincai (Gaoming) Co., Gaoming accessories, installation and related Ltd. District, Foshan engineering and consulting business. Cangjiang Research, development, production Foshan Taimei Industrial Park, and sales of lighting, household Times Lamps and Subsidiary 78203558-1 Zhao Yong Gaoming appliances and accessories and other Lanterns Co., Ltd. District, Foshan lighting products. Side of the Hengjiang Making arrangement (tourist industry, Foshan Gaoming Reservoir, Hefu catering service, sauna, foot-bathing, Fuwan Landscape Road, Hecheng Subsidiary 79623406-3 Zhong Xincai games, retail of beverages, sports on Resort Co., Ltd. Street, the water, chess) Gaoming District, Foshan Production of energy-saving photoelectric source products, lamps Nanjing Fozhao and lanterns, light source equipments, Lighting Honglan Town, illumination engineering; Components Lishui County, Subsidiary 74539880-X Zhong Xincai technological development of Manufacturing Co., Nanjing energy-saving and production of Ltd. relevant components; sales of self-production products Hefu Road E., R&D and production of electric light Foshan Lighting Cangjiang source lamp products and relevant Lamps and Industrial Park, Subsidiary 68638090-8 Zhong Xincai electric engineering materials, metal Lanterns Co., Ltd. Gaoming material and non-metal material District, Foshan Production and sales of electric light No.428, Office source equipment and electric light Foshan Electrical & Building, source products, sales of accessories Lighting Management of electric light source, electric light Subsidiary 68818685-0 Zhong Xincai (Xinxiang) Co., Board, Henan source materials, electric engineering Ltd. Xinxiang materials, accessories for motor Industrial Park vehicles, lamps and components Foshan Chanchang No.64 Fenjiang Manufacturing bromine tungsten Lighting North Road, lamp, special lighting source products Subsidiary 61762135-X Zhong Xincai Components Co., Foshan and ancillary devices Ltd. 4th Floor, No. Qinghai Fozhao 26 Chuangye Lithium Ion Battery Road, Manufacturing and selling lithium ion Subsidiary 69854199-1 Zhong Xincai Cathode Materials Nanchuan battery cathode materials Co., Ltd Industrial Park District, Xining 94 English Translation for Reference Only Relationship Registration Organization Legal Name of company Main business with the place code representative Company Foshan lighting Guangdong Fozhao land, (Fuwan) Producing and selling New Light Sources Industrial Park, LED-light-source products, LED Subsidiary 57643390-9 Zhong Xincai Technology Co., Hecheng Street, lighting applied products, and lighting Ltd. Gaoming installation project District, Foshan Finance lease, lease, consultation and No.64 Fenjiang guarantee for lease transactions, as Guangdong Fozhao North Raod, well as finance lease and service Financial Leasing Chancheng Subsidiary 57641298-0 Zou Jianping concerning new energy automobiles Co., Ltd. District, and main components, energy-saving Foshan lighting products and projects ——Registered capital of related parties existing controlling relationship with the Company and its change Decrease in Name of company Opening amount Increase in this period Closing amount this period Foshan Chansheng Electronic Ballast RMB1,000,000.00 RMB1,000,000.00 Co., Ltd. Foshan Chanchang Electric Appliance RMB72,782,944.06 RMB72,782,944.06 (Gaoming) Co., Ltd. Foshan Taimei Times Lamps and RMB500,000.00 RMB500,000.00 Lanterns Co., Ltd. Foshan Gaoming Fuwan Landscape RMB4,800,000.00 RMB4,800,000.00 Resort Co., Ltd. Nanjing Fozhao Lighting Components RMB41,683,200.00 RMB41,683,200.00 Manufacturing Co., Ltd. Foshan Lighting Lamps and Lanterns RMB 5,000,000.00 RMB 5,000,000.00 Co., Ltd. Foshan Electrical & Lighting (Xinxiang) RMB10,000,000.00 RMB10,000,000.00 Co., Ltd. Qinghai Fozhao Lithium Ion Battery RMB42,000,000.00 RMB42,000,000.00 Cathode Materials Co., Ltd Guangdong Fozhao New Light Sources RMB10,000,000.00 RMB10,000,000.00 Technology Co., Ltd. Guangdong Fozhao Financial Leasing RMB200,000,000.00 RMB200,000,000.00 Co., Ltd. ——Shares or equity held by related parties existing controlling relationship with the Company and its change Decrease Name of Increase in this Opening amount Proportion in this Closing amount Proportion company period period Foshan Chansheng RMB750,000.00 75% RMB750,000.00 75% Electronic Ballast Co., Ltd. Foshan Chanchang Electric RMB50,948,060.84 70% RMB50,948,060.84 70% Appliance (Gaoming) Co., Ltd. 95 English Translation for Reference Only Foshan Taimei Times Lamps and RMB350,000.00 70% RMB350,000.00 70% Lanterns Co., Ltd. Foshan Gaoming Fuwan Landscape RMB4,800,000.00 100% RMB4,800,000.00 100% Resort Co., Ltd. Nanjing Fozhao Lighting Components RMB41,683,200.00 100% RMB41,683,200.00 100% Manufacturing Co., Ltd. Foshan Lighting Lamps and RMB5,000,000.00 100% RMB5,000,000.00 100% Lanterns Co., Ltd. Foshan Electrical & Lighting RMB5,000,000.00 100% RMB5,000,000.00 100% (Xinxiang) Co., Ltd. Qinghai Fozhao Lithium Ion RMB25,500,00.00 51% RMB25,500,00.00 51% Battery Cathode Materials Co., Ltd Guangdong Fozhao New Light Sources RMB10,00,000.00 RMB10,00,000.00 55% Technology Co., Ltd. Guangdong Fozhao Financial RMB200,000,000.00 RMB200,000,000.00 100% Leasing Co., Ltd. —Joint ventures Voting Name of Corporate Shareho rights Enterprise Registered Business Registered Organiza invested representati lding ration in Relation type place nature capital tion code entity ve ratio invested entity Integrated Qinghai development FSL Company and Lithium Zhong RMB 100 38% 38% Joint-stock 6991880 of limited Qinghai utilization of Energy Xincai million company 0-2 liability salt lake Exploitatio brine n Co., Ltd. resource. R&D, Guangdong production, Fozhao and sales of Company Guoxuan lithium ion RMB 50 50% 50% Joint-stock 5778782 of limited Gaoming Li Zhen Power batteries and million company 7-2 liability Energy their Co., Ltd. controlling systems — Related parties without controlling relationship with the Company Name of related parties Relationship with the Company Prosperity (Hangzhou) Lighting and Electrical Co., Ltd. Company controlled by related natural person Hangzhou Times Lighting and Electrical Co., Ltd. Company controlled by related natural person 96 English Translation for Reference Only Prosperity Electrical (China) Co., Ltd. Company controlled by related natural person Prosperity Lamps and Components Ltd. Shareholder holding more than 5% equity of the Company Prosperity (Xinxiang) Electro-Optical Machinery Co., Ltd Company controlled by related natural person Prosperity (Xinxiang) Lighting Machinery Co., Ltd. Company controlled by related natural person OSRAM (China) Lighting Co., Ltd. Company influenced by related natural person Qinghai Salt Lake Fozhao Lanke Lithium Industry Co., Ltd. Company significantly influenced by the Company Related transaction —Purchase of raw materials Pricing method Amount of this period Amount of last period Content of and decision Proportion Proportion Name of enterprise related procedure of in purchase in purchase transaction related Amount Amount of this of last transaction period period Prosperity Lamps Purchase of 7,713,839.73 1.26% and Components Ltd. materials Market price 6,263,509.08 1.43% Prosperity Electrical Purchase of 7,686,012.78 1.27% (China) Co., Ltd. materials Market price 4,354,400.26 1.00% Prosperity Purchase of (Xinxiang) Lighting Market price 118,235.80 0.03% materials Machinery Co., Ltd. Hangzhou Times Purchase of Lighting and materials Market price 2,880.80 0.00% Electrical Co., Ltd. Total 15,399,852.51 2.53% 10,739,025.94 2.46% — Sale of products Pricing method Amount of this period Amount of last period Content of and decision Name of enterprise related procedure of Proportion Proportion transaction related Amount in sale of Amount in sale of transaction this period last period Prosperity Lamps and Sale of Components Ltd. products Market price 34,885,225.09 3.10% 41,373,390.88 5.06% Prosperity (Hangzhou) Sale of Lighting and products Market price 573,026.39 0.05% 6,276,461.45 0.77% Electrical Co., Ltd. Prosperity Electrical Sale of (China) Co., Ltd. products Market price 807,242.79 0.07% 1,831,239.51 0.22% OSRAM (China) Sale of Market price 7,363,966.70 0.65% 12,129,639.12 1.48% Lighting Co., Ltd. products Total 43,629,460.97 3.87% 61,610,730.96 7.53% —Sale of materials Pricing Amount of this period Amount of last period method and Content of decision Proportion Proportion in Name of enterprise related procedure of Amount in sale of Amount sale of last transaction related this period period transaction Prosperity Lamps and Sale of Components Ltd. materials Market price - - 41,743.49 1.25% 97 English Translation for Reference Only Prosperity (Hangzhou) Sale of Lighting and Electrical materials Market price - 4.08% Co., Ltd. - 136,008.34 Prosperity Electrical Sale of (China) Co., Ltd. materials Market price - - 5,326.5 0.16% Hangzhou Times Lighting Sale of and Electrical Co., Ltd. materials Market price - - 8,496.00 0.25% Total - - 191,574.33 5.74% —Purchase of fixed assets Pricing method Amount of this period Amount of last period Content of and decision Proportion in Proportion in Name of enterprise related procedure of purchase of purchase of transaction related Amount Amount fixed assets of fixed assets of transaction this period last period Prosperity (Xinxiang) Purchase of Electro-Optical Market price 657,450.00 1.30% 435,200.00 1.28% material Machinery Co., Ltd Prosperity (Xinxiang) Purchase of Lighting Machinery Market price 818,180.00 2.41% material Co., Ltd. Total 657,450.00 1.30% 1,253,380.00 3.69% — Payment of selling commission The Agreement on Products Sales Commission and Supplementary Agreement were signed between the Company and Prosperity Lamps and Components Ltd., in which the Company should pay product sales commission to Prosperity Lamps and Components Ltd. according to a certain percentage (between 3% and 5%) of the actual amount of goods purchased from the Company. In the 1st half year of 2011, the Company paid selling commission RMB 762,758.88. — Balance of accounts receivable of related parties Closing amount Opening amount Related parties Bad debt Bad debt Book balance Book balance provision provision Accounts receivable Prosperity (Hangzhou) Lighting and Electrical Co., Ltd. 2,486,689.81 149,201.39 3,919,316.55 235,158.99 Prosperity Electrical (China) Co., Ltd. 381,693.37 22,901.60 426,974.16 25,618.45 OSRAM (China) Lighting Co., Ltd. 2,726,375.17 163,582.51 4,108,677.86 246,520.67 Prosperity Lamps and Components Ltd. 19,421,410.65 1,165,284.64 11,162,476.52 669,748.59 Prosperity (Xinxiang) Lighting Machinery Co., Ltd. 54,330.00 3,259.80 Other receivables Qinghai Salt Lake Fozhao Lanke Lithium Industry Co., Ltd. 1,787,079.84 107,224.79 Qinghai FSL Lithium Energy Exploitation Co., Ltd. 4,960.00 297.60 98 English Translation for Reference Only — Balance of accounts payable of related parties Related parties Closing amount Opening amount Accounts payable Prosperity Lamps and Components Ltd. 2,817,150.42 Prosperity Electrical (China) Co., Ltd. 2,060,376.00 OSRAM (China) Lighting Co., Ltd. 79,858.62 Prepayments Prosperity (Xinxiang) Electro-Optical Machinery Co., Ltd 422,749.24 Prosperity (Xinxiang) Lighting Machinery Co., Ltd. 1,281,611.22 520,000.00 (IX). C ontingent Events As at 30 Jun. 2011, the Company has no contingent events that need to be disclosed. (X). Commitments In accordance with the Equipment Purchase and Construction Contract signed by the Company, the Company shall pay about RMB15,775,200 for relevant projects in 2011. (XI). Supplementary Inf ormation 1. Extraordinary gains and losses Item of extraordinary gains and losses are calculated according to related provisions of China Securities Regulatory Commission, ―Interpretation Notice for Information Disclosures by Companies that Offer Securities to the Public No. 1: Extraordinary Gains and Losses (revised in 2008)‖ Items Amount of this period Amount of last period Gains on disposal of non-current assets, including reversal of the impairment loss -5,125,258.92 -44,259.98 Government grant recognized in profits and losses of the current year, except for those government subsidies closely related to the Company’s business, and received at national statutory standard and amount 710,499.98 1,298,249.58 Gain/loss from change of fair value of transactional assets and liabilities, and investment gains from disposal of transactional financial assets and liabilities and available-for-sale financial assets, other than valid hedging related to the Company’s common businesses 14,033.17 178,118.10 Included in current profit and loss against the non-financial enterprises occupation fee funds collected 165,423.00 29,902.50 The investment cost of subsidiaries obtained by the enterprise, joint ventures and partnership enterprise is less than the revenues generated from the fair value of identifiable net assets of the unvested units 4,698,752.91 Other non-business income and expenditures other than the above 150,212.49 -2,252,064.25 Subtotal -4,085,090.28 3,908,698.86 Less: Influenced amount of income tax (―-‖ shows decrease) -686,488.26 583,446.58 99 English Translation for Reference Only Influenced amount of minor shareholders’ gains and losses 12,531.94 6,502.01 Net extraordinary gains and losses attributable to common 3,318,750.27 shareholders of the Company -3,411,133.96 2. Return on Equity and Earnings per Share in the Consolidated Financial Statement According to the requirements of China Securities Regulatory Commission, ―Compilation Rules for Information Disclosures by the Companies that Offer Securities to the Public No. 9: Calculation and Disclosure of Net Return of Equity and Earnings per Share (revised in 2010)‖, net return on equity and earnings per share presented in the consolidated financial statement are calculated in the reporting period: Return on equity(%) Earnings per share(RMB Yuan) Item Weighted average Basic EPS Diluted EPS Net profit attributable to the 4.39 0.12 0.12 Company’s common shareholders The 1st half year of 2011 Net profit attributable to the Company’s common shareholders 4.52 0.12 0.12 after deducting extraordinary gains and losses Net profit attributable to the 3.20 0.08 0.08 Company’s common shareholders The 1st half year of 2010 Net profit attributable to the Company’s common shareholders 3.07 0.08 0.08 after deducting extraordinary gains and losses Formulas for computing various indexes are as follows: (1) Weighted average ROE =P0/(E0+NP÷2+Ei×Mi÷M0– Ej×Mj÷M0±Ek×Mk÷M0) Of which: P0 refers to Net profit attributable to common shareholders of the Company or net profit attributable to common shareholders of the Company after deducting non-recurring gains and losses; NP refers net profit attributable to common shareholders of the Company; E0 refers to opening net assets attributable to common shareholders of the Company; Ei refers to additional net assets attributable to common shareholders of the Company due to new share issuance or turning debts into shares in the report period; Ej refers to reduced net assets attributable to common shareholders of the Company due to buy-back business or cash dividends in the report period; M0 refers to the number of months during the report period; Mi refers to the number of months from the next month when net assets increased to the end of the report period; Mj refers to the number of months from the next month when net assets decreased to the end of the report period; Ek refers to change of increase/decrease of net assets due to other transaction events; Mk refers to the number of months from the next month when other net assets changed the end of the report period. (2) Basic EPS =P0÷S S= S0+S1+Si×Mi÷M0– Sj×Mj÷M0-Sk(= total number of shares at the period-begin + the number of shares increased due to transferring capital reserve into share capital + number of shares increased due to issuance of new shares * the next month for increase of shares/the number of months during the report period) Of which: P0 refers to net profit attributable to shareholders holding ordinary shares or net profit attributable to shareholders holding ordinary shares after deducting non-recurring gains and losses; S weighted average number of ordinary shares issued out; S0 refers to total number of shares at the period-begin; S1 refers to the number of shares increased due to transferring capital reserve into share capital or dividend distribution of shares during the report period; Si refers to the number of shares increased due to issuance of new shares or debt for equity swap during the report period; Sj refers to the number of shares decreased due to stock repurchase during the report period; Sk refers to the number of split-share during the report period; M0 refers to 100 English Translation for Reference Only the number of months during the report period; Mi refers to the number of months from the next month to the end of the report period for increase of shares; Mj refers to the number of months from the next month to the end of the report period for decrease of shares Denominator of EPS for 2009 and 2010 being: S= 978,563,745shares (3) Diluted EPS =P1/(S0+S1+Si×Mi÷M0–Sj×Mj÷M0–Sk+ weighted average amount of ordinary shares increased due to subscription warrant, stock options, convertible bonds, etc.) Of which, P1 refers to net profit attributable to shareholders holding ordinary shares or net profit attributable to shareholders holding ordinary shares after deducting non-recurring gains and losses. The Company considered all influence of dilutive potential ordinary share against net profit and made adjustment according to the provisions of Accounting Standard for Business Enterprise. When the Company calculated diluted EPS, it shall consider all influence of dilutive potential ordinary share against net profit attributable to shareholders holding ordinary shares or net profit attributable to shareholders holding ordinary shares after deducting non-recurring gains and losses, till to minimum diluted EPS. VIII. Documents Available for Reference (I). Original document of Semi-annual Report 2011 signed by legal representative; (II) Financial statements signed and sealed by legal representative, principal of accounting work, and manager of finance department; (III) In the reporting period, all originals of the Company’s documents and public notices have been publicly disclosed in China Securities Journal, Securities Times, and Ta Kung Pao. The above documents are placed in the secretary office of the Board of Directors, No.64 Fenjiang North Road, Foshan. Board of Directors Foshan Electrical and Lighting Co., Ltd. 15 Aug. 2011 101