Foshan Electrical and Lighting Co., Ltd Report for the Third Quarter of 2011 §1 Important Notice 1.1 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. 1.2 The Financial Report for this third quarter has not been audited by an accounting firm. 1.3 Zhong Xincai, Company Principal and chief of the accounting work, and Wang Shuqiong, person in charge of the accounting organ, hereby confirm that the financial report enclosed in this report is true and complete. §2 Company Profile 2.1 Main accounting data and financial indices Unit: EMB Yuan 30 Sept. 2011 31 Dec. 2010 Increase/decrease (%) Total assets (Yuan) 3,169,114,420.10 3,128,547,460.46 1.30% Owner’s equity attributable to shareholders of 2,719,205,325.24 2,766,913,027.29 -1.72% listed company (Yuan) Share capital (Share) 978,563,745.00 978,563,745.00 0.00% Net assets per share attributable to 2.78 2.83 -1.77% shareholders of listed company (Yuan/share) Increase/decrease Increase/decrease Jul.-Sept. 2011 Jan.-Sept. 2011 year-on-year (%) year-on-year (%) Gross revenues (Yuan) 627,892,452.32 26.21% 1,723,211,755.56 30.36% Net profit attributable to shareholders of listed 100,718,418.62 22.70% 218,585,875.90 34.18% company (Yuan) Net cash flow arising from operating activities - - 83,592,769.78 9.62% (Yuan) Net cash flow per share arising from operating - - 0.09 9.62% activities (Yuan/share) 1 Basic earnings per share (Yuan/share) 0.10 25.00% 0.22 29.41% Diluted earnings per share (Yuan/share) 0.10 25.00% 0.22 29.41% Weighted average return on equity (%) 3.70% 0.74% 8.04% 36.54% Weighted average return on equity after 3.75% 0.09% 8.21% 38.16% deducting non-recurring gains and losses (%) Non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Yuan Notes (if Items of non-recurring gains and losses Amount applicable) Gains and losses from disposal of non-current assets -5,220,229.28 Government subsidies recorded into current gains and losses, excluding those which are closely related to the Company’s normal 710,499.98 business and are granted to the Company at fixed amounts or proportions according to certain standards and state policies Capital occupation fees received from non-financial enterprises which 246,474.41 are recorded into current gains and losses Gains and losses from changes in fair value due to transactional financial assets and liabilities, and investment income from disposal of transactional financial assets, transactional financial liabilities and 461,621.82 financial assets available for sale, excluding valid hedging related to routine operation of the Company Other non-operating income and expense except the aforesaid items -1,687,141.58 Income tax effects 863,205.95 Other gains and losses which meet the definition of non-current gains -63,525.68 and losses Total -4,689,094.38 2.2 Total number of shareholders at the end of the reporting period and shares held by the top ten shareholders with shares not subject to trading moratorium Unit: share Total number of shareholders at the period-end 155,608 The top ten shareholders holding shares not subject to trading moratorium Number of shares not subject to trading Full name of shareholders Type of share moratorium held at the period-end Prosperity Lamps and Components Ltd._ 102,751,648 RMB ordinary share DBS VICKERS (HONG KONG) LTD A/C 13,415,143 Domestically listed foreign share CLIENTS_ Taifook Securities Company Limited-Account 10,906,212 Domestically listed foreign share Client_ 2 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 SSE 100 Transaction 7,978,793 RMB ordinary share Open-ended Index Fund_ Bank of China-First-Trust Goodquality Life 6,450,000 RMB ordinary share Stock Fund_ ICBC-Rongtong SSE 100 Index Fund_ 5,826,954 RMB ordinary share Guangzhou Prosperity Lamps and Components 4,911,140 RMB ordinary share Trading Co., Ltd. _ National Social Security Fund-Portfolio 601_ 3,567,299 RMB ordinary share §3 Significant Events 3.1 Significant changes in major accounting data, financial highlights and reasons for these changes √Applicable □Inapplicable 1. Transactional financial assets decreased 88.74% from the year-begin, which was mainly because this year, the Company has called back some transactional financial assets of the end of last year. 2. Prepayments increased 342.05% from the year-begin, which was mainly because prepayments for materials rose this year. 3. Other receivables decreased 69.18% from the year-begin, which was mainly because receivables of last year were settled this year. 4. Inventory increased 47.85% from the year-begin, which was mainly because the value of material stocks and finished products increased. 5. Accounts payable increased 48.73% from the year-begin, which was mainly because payables for materials increased. 6. Operating revenue from the year-begin to the period-end increased 30.36% on a year-on-year basis, which was mainly due to the increased main operating revenue this year. 7. Selling expense from the year-begin to the period-end increased 47.49% on a year-on-year basis, which was mainly due to more input for advertising, etc. this year. 8. Tax and fare rebates received increased 451.66% on a year-on-year basis, which was mainly because the Company received more export tax rebates this year. 9. Cash received from returns on investments increased 213.11% on a year-on-year basis, which was mainly due to the gains on selling securities investments this year. 3.2 The progress of significant events and its influence, as well as the analysis and explanation on solutions 3.2.1 About non-standard audit opinion □Applicable √Inapplicable 3 3.2.2 The Company offers capital to the controlling shareholder or its related parties or provides external guarantees in violation of the prescribed procedures. □Applicable √Inapplicable 3.2.3 Signing and execution of significant contracts concerning routine operation □Applicable √Inapplicable 3.2.4 Others □Applicable √Inapplicable 3.3 Commitments made by the Company, shareholders and the 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: □Applicable √Inapplicable 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Other significant events 3.5.1 Securities investment √Applicable □Inapplicable Unit: RMB Yuan Proportion in Number of the total Initial Profits or Serial Short form shares held at Book value at securities Securities investment losses in the numbe Securities variety of the the period-end investment at code amount reporting r securities period-end (RMB) the (RMB) period (share) period-end (%) Other securities investment held at the period-end 5,000,000.00 - 4,281,660.50 100.00% 0.00 Profits or losses from securities sold in the reporting - - - - 1,123,051.10 period Total 5,000,000.00 - 4,281,660.50 100% 1,123,051.10 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. 3.5.2 Researches, interviews and visits received in the reporting period The Company received no field researches, phone calls or written inquiries from 4 investors. 3.6 Investment of financial derivatives □Applicable √Inapplicable 3.6.1 Financial derivatives held at the end of the reporting period □Applicable √Inapplicable §4 Attachments 4.1 Balance Sheet Prepared by: Foshan Electrical and Lighting Co., Ltd. 30 Sept. 2011 Unit: (RMB) Yuan Amount at the period-end Amount at the year-begin Items Consolidation The Company Consolidation The Company Current Assets: Monetary funds 525,557,066.13 255,242,507.39 711,853,632.95 681,198,634.58 Settlement reserves Intra-group lendings Transactional financial assets 4,311,449.25 4,311,449.25 38,287,211.70 5,097,211.70 Notes receivable 99,022,314.17 96,122,314.17 79,964,518.10 74,911,048.10 Accounts receivable 349,290,994.42 372,539,140.18 317,185,505.67 332,564,283.12 Accounts paid in advance 129,819,554.12 109,844,955.70 29,367,891.60 18,230,151.84 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 7,018,946.03 7,228,228.30 Other accounts receivable 6,241,345.55 55,179,878.76 20,254,086.70 62,118,207.87 Financial assets purchased under agreements to resell Inventories 540,278,694.95 481,064,619.51 365,413,882.78 339,343,349.75 Non-current assets due within 1 year Other current assets Total current assets 1,654,521,418.59 1,381,323,810.99 1,562,326,729.50 1,520,691,115.26 Non-current assets: Loans by mandate and 5 advances granted Available-for-sale financial 69,462,965.60 69,462,965.60 95,740,001.28 95,740,001.28 assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 453,634,733.18 819,112,093.18 443,373,689.60 598,850,689.60 Investing property Fixed assets 633,423,320.07 540,246,659.32 683,122,864.12 591,335,800.42 Construction in progress 120,447,069.95 72,556,762.21 100,914,324.93 72,198,935.48 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 215,657,401.93 197,923,614.81 220,607,352.76 202,020,835.92 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 21,967,510.78 21,828,222.79 22,462,498.27 22,323,210.28 Other non-current assets Total of non-current assets 1,514,593,001.51 1,721,130,317.91 1,566,220,730.96 1,582,469,472.98 Total assets 3,169,114,420.10 3,102,454,128.90 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 286,472,445.54 296,003,270.02 192,615,874.39 214,720,055.92 Accounts received in advance 18,833,502.59 27,298,587.63 22,598,645.79 37,156,710.99 Financial assets sold for repurchase 6 Handling charges and commissions payable Employee’s compensation 42,072,896.53 42,119,291.53 54,092,566.23 53,759,277.53 payable Tax payable -6,415,517.55 -8,846,971.14 -5,013,034.54 -3,412,797.35 Interest payable Dividend payable Other accounts payable 37,585,562.93 37,093,453.82 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 378,548,890.04 393,667,631.86 294,677,865.63 331,008,334.54 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 5,915,623.37 5,915,623.37 9,736,677.79 9,736,677.79 Other non-current liabilities 17,784,274.99 10,429,691.68 11,951,441.65 10,556,441.65 Total non-current liabilities 23,699,898.36 16,345,315.05 21,688,119.44 20,293,119.44 Total liabilities 402,248,788.40 410,012,946.91 316,365,985.07 351,301,453.98 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 623,594,132.83 620,493,305.89 645,246,774.53 642,145,947.59 Less: Treasury stock Specific reserves Surplus reserves 555,433,925.97 555,433,925.97 555,433,925.97 555,433,925.97 7 Provisions for general risks Retained profits 561,613,521.44 537,950,205.13 587,668,581.79 575,715,515.70 Foreign exchange difference Total equity attributable to owners 2,719,205,325.24 2,692,441,181.99 2,766,913,027.29 2,751,859,134.26 of the Company Minority interests 47,660,306.46 45,268,448.10 Total owners’ equity 2,766,865,631.70 2,692,441,181.99 2,812,181,475.39 2,751,859,134.26 Total liabilities and owners’ 3,169,114,420.10 3,102,454,128.90 3,128,547,460.46 3,103,160,588.24 equity 4.2 Income statement as of the reporting period Prepared by: Foshan Electrical and Lighting Co., Ltd. Jul-Sept. 2011 Unit: (RMB) Yuan Reporting period Same period of last year Items Consolidation The Company Consolidation The Company I. Total operating revenues 627,892,452.32 576,634,602.55 497,501,586.99 476,580,967.30 Including: Sales income 627,892,452.32 576,634,602.55 497,501,586.99 476,580,967.30 Interest income Premium income Handling charge and commission income II. Total operating cost 508,779,562.46 467,190,622.64 387,510,579.67 382,565,765.27 Including: Cost of sales 436,962,860.64 401,265,258.52 337,731,634.39 341,508,682.97 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 7,092,028.07 6,426,441.16 4,901,702.39 4,473,063.69 charges Selling and distribution 28,549,292.01 27,279,976.30 15,457,890.77 12,966,308.14 expenses 8 Administrative expenses 37,708,787.99 32,633,033.25 25,102,166.36 22,994,609.61 Financial expenses -1,496,564.27 -1,116,748.02 -99,024.61 65,201.57 Asset impairment loss -36,841.98 702,661.43 4,416,210.37 557,899.29 Add: Gain/(loss) from change in -512,886.83 -512,886.83 fair value (“-” means loss) Gain/(loss) from investment 34,079.46 34,378.27 987,024.98 21,797,885.39 (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means 118,634,082.49 108,965,471.35 110,978,032.30 115,813,087.42 loss) Add: non-operating income 1,224,801.40 887,788.32 535,944.55 501,440.36 Less: non-operating expense 3,157,125.83 3,151,820.27 1,589,607.87 1,487,964.71 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 116,701,758.06 106,701,439.40 109,924,368.98 114,826,563.07 Less: Income tax expense 14,552,879.42 12,998,131.22 25,409,138.31 22,866,950.95 V. Net profit (“-” means loss) 102,148,878.64 93,703,308.18 84,515,230.67 91,959,612.12 Attributable to owners of the 100,718,418.62 93,703,308.18 82,085,840.73 91,959,612.12 Company Minority shareholders’ 1,430,460.02 2,429,389.94 income VI. Earnings per share (I) Basic earnings per share 0.10 0.08 (II) Diluted earnings per 0.10 0.08 share Ⅶ. Other comprehensive incomes -14,813,916.82 Ⅷ. Total comprehensive incomes 87,334,961.82 93,703,308.18 84,515,230.67 91,959,612.12 Attributable to owners of the 85,904,501.80 93,703,308.18 82,085,840.73 91,959,612.12 Company Attributable to minority 1,430,460.02 2,429,389.94 shareholders Where there were business combinations under the same control in the reporting period, the combined parties achieved net profits of RMB 0.00 before the combinations. 9 4.3 Income statement for the period from the year-begin to the end of the reporting period Prepared by: Foshan Electrical and Lighting Co., Ltd. Jan.-Sept. 2011 Unit: (RMB) Yuan Reporting period Same period of last year Items Consolidation The Company Consolidation The Company I. Total operating revenues 1,723,211,755.56 1,659,544,072.24 1,321,861,931.64 1,229,733,591.57 Including: Sales income 1,723,211,755.56 1,659,544,072.24 1,321,861,931.64 1,229,733,591.57 Interest income Premium income Handling charge and commission income II. Total operating cost 1,453,355,156.29 1,420,082,714.88 1,111,657,257.68 1,038,308,200.13 Including: Cost of sales 1,258,079,060.65 1,241,626,754.87 963,201,948.60 912,988,263.07 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 18,952,606.58 16,590,921.51 12,130,056.38 10,881,094.51 charges Selling and distribution 80,659,397.62 77,025,816.81 54,689,508.27 47,124,234.05 expenses Administrative expenses 96,899,961.50 85,036,256.39 80,961,297.56 65,433,773.76 Financial expenses -2,550,215.87 -1,701,445.24 -3,556,351.01 -2,944,096.32 Asset impairment loss 1,314,345.81 1,504,410.54 4,230,797.88 4,824,931.06 Add: Gain/(loss) from change in -675,462.45 -675,462.45 fair value (“-” means loss) Gain/(loss) from investment 1,085,250.10 9,054,494.93 1,165,143.08 26,674,756.40 (“-” means loss) Including: share of profits in associates and joint ventures 10 Foreign exchange gains (“-” means loss) III. Business profit (“-” means 270,266,386.92 247,840,389.84 211,369,817.04 218,100,147.84 loss) Add: non-operating income 2,825,159.90 2,367,496.75 2,067,585.06 1,732,763.67 Less: non-operating expense 9,022,030.78 8,231,932.20 4,119,323.03 4,012,679.87 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 264,069,516.04 241,975,954.39 209,318,079.07 215,820,231.64 Less: Income tax expense 39,698,427.90 35,100,328.71 43,468,064.73 38,509,905.88 V. Net profit (“-” means loss) 224,371,088.14 206,875,625.68 165,850,014.34 177,310,325.76 Attributable to owners of the 218,585,875.90 206,875,625.68 162,903,608.69 177,310,325.76 Company Minority shareholders’ 5,785,212.24 2,946,405.65 income VI. Earnings per share (I) Basic earnings per share 0.22 0.17 (II) Diluted earnings per 0.22 0.17 share Ⅶ. Other comprehensive incomes -27,349,571.03 Ⅷ. Total comprehensive incomes 197,021,517.11 206,875,625.68 165,850,014.34 177,310,325.76 Attributable to owners of the 191,236,304.87 206,875,625.68 162,903,608.69 177,310,325.76 Company Attributable to minority 5,785,212.24 2,946,405.65 shareholders Where there were business combinations under the same control from the year-begin to the period-end, the combined parties achieved net profits of RMB 0.00 before the combinations. 4.4 Cash flow statement for the period from the year-begin to the end of the reporting period Prepared by: Foshan Electrical and Lighting Co., Ltd. Jan.-Sept. 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 1,730,626,728.25 1,692,377,076.38 1,416,879,115.86 1,215,343,563.86 11 commodities and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other 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 commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received 51,675,517.34 51,427,532.15 9,367,323.31 9,092,042.85 Other cash received relating to 10,949,778.65 13,391,223.34 14,326,753.20 13,409,765.55 operating activities Subtotal of cash inflows from 1,793,252,024.24 1,757,195,831.87 1,440,573,192.37 1,237,845,372.26 operating activities Cash paid for goods and 1,268,643,798.28 1,307,128,399.98 990,134,771.20 830,383,609.67 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, 12 handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 227,507,691.76 192,640,404.70 198,592,313.80 170,875,205.56 Various taxes paid 127,899,189.76 105,737,185.67 122,680,792.96 106,048,191.07 Other cash payment relating to 85,608,574.66 91,096,499.73 52,910,225.13 48,712,411.65 operating activities Subtotal of cash outflows from 1,709,659,254.46 1,696,602,490.08 1,364,318,103.09 1,156,019,417.95 operating activities Net cash flows from operating 83,592,769.78 60,593,341.79 76,255,089.28 81,825,954.31 activities II. Cash flows from investing activities: Cash received from investment 34,200,139.56 1,010,139.56 1,193,874.04 1,193,874.04 retractions Cash received from returns on 3,534,506.52 3,534,506.52 1,128,844.04 6,298,547.52 investments Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows 37,734,646.08 4,544,646.08 2,322,718.08 7,492,421.56 from investing activities Cash paid to acquire fixed assets, intangible assets and other 46,784,060.17 23,905,044.72 44,262,972.72 33,837,918.73 long-term assets Cash paid for investment 13,806,800.00 223,806,800.00 169,805,265.00 169,805,265.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities 13 Subtotal of cash outflows from 60,590,860.17 247,711,844.72 214,068,237.72 203,643,183.73 investing activities Net cash flows from investing -22,856,214.09 -243,167,198.64 -211,745,519.64 -196,150,762.17 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 247,859,202.46 244,442,619.88 203,059,995.03 201,781,832.57 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 247,859,202.46 244,442,619.88 203,059,995.03 201,781,832.57 financing activities Net cash flows from financing -247,859,202.46 -244,442,619.88 -203,059,995.03 -201,781,832.57 activities IV. Effect of foreign exchange rate changes on cash and cash 1,054,308.25 1,060,349.54 -1,842,384.69 -1,839,498.76 equivalents V. Net increase in cash and cash -186,068,338.52 -425,956,127.19 -340,392,810.08 -317,946,139.19 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 14 VI. Closing balance of cash and 525,557,066.13 255,242,507.39 696,189,455.80 609,985,596.08 cash equivalents 4.5 Audit report Auditor’s opinion: un-audited 15