The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. Foshan Electrical and Lighting Co., Ltd The First Quarterly Report for 2012 §1 Important Notice 1.1 The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior management staffs of Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as “the Company”) individually and jointly accepted responsibility for the correctness, accuracy and completeness of the contents of this report and confirmed that there was no false information, misleading statement or material omissions. 1.2 The first quarterly financial report has not been audited by an accounting firm. 1.3 Zhong Xincai, the company principal and the person-in-charge of the accounting work, and Wang Shuqiong, the person-in-charge of the accounting department (the accounting principal) hereby ensure that the financial statements enclosed in this report is factual and complete. §2 Company Profile 2.1 Main accounting data and financial indices Unit: RMB Yuan At the end of the Increase/decrease At the end of last year reporting period (%) Total assets (RMB Yuan) 3,298,622,971.27 3,155,554,351.27 4.53% Owner’s equity attributable to shareholders of listed company (RMB 2,847,203,674.09 2,790,878,659.33 2.02% Yuan) Total share capital (Share) 978,563,745.00 978,563,745.00 0.00% Net asset per share attributable to shareholders of listed company (RMB 2.91 2.85 2.11% Yuan/share) Increase/decrease Reporting period Same period of last year (%) Sales turnover (RMB Yuan) 491,445,026.36 519,151,820.87 -5.34% Net profit attributable to shareholders of 56,925,457.34 67,639,896.12 -15.84% listed company (RMB Yuan) Net cash flow arising from operating 154,906,190.86 40,103,514.78 286.27% activities (RMB Yuan) Net cash flow per share arising from 0.16 0.04 300.00% operating activities (RMB Yuan/share) Basic earnings per share (RMB 0.06 0.07 -14.29% Yuan/share) Diluted earnings per share (RMB 0.06 0.07 -14.29% Yuan/share) Weighted average return on equity (%) 2.00% 2.39% -0.39% Weighted average return on equity after deducting extraordinary gains and losses 1.87 2.39% -0.52% (%) Items of non-recurring gains and losses √Applicable □ Inapplicable Unit: RMB Yuan From the year-begin to the Remark (E.g. Non-recurring gains and losses end of the reporting period applicable) Gains and losses arising from disposal of non-current assets -98,980.60 Government subsidies recorded in gains and losses of the 161,000.00 current period, except for those closely related to normal 1 The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. business of the Company, acquired in the ordinary course of business or granted continuously in certain standard quota according to relevant national laws and regulations Funds occupation fee charged from non-financial enterprises 112,094.88 and recorded in gains and losses of the current period Profits generated when the enterprise’s investment cost acquired form subsidiaries, affiliated enterprises, and joint ventures is less than the to-be-enjoyed fair value of 0.00 identifiable net assets of invested units during the investment period Gains and losses of non-monetary assets exchange 0.00 Gains and losses through entrusting others to invest or 0.00 manage assets Assets impairment provisions withdrawn because of force 0.00 majeure, for example, natural disaster Debt restructuring gains and losses 0.00 Company restructuring expenses such as employee 0.00 placement and integration costs Gains and losses exceeding the fair value and arising from 0.00 transactions of unfair prices Current net profit or loss from the beginning of the period to the date of merge for the subsidiary resulted from the merge 0.00 of enterprises under the same control Profit or loss generated from the matters which are not 0.00 related to the Company’s normal operation or contingency Except for effective hedging related to normal business of the Company, there are gains and losses arising from change in fair value generated from held transactional financial assets and transactional financial liabilities, and invest 49,786.75 income arising from disposal of transactional financial assets, transactional financial liabilities, and financial assets available for sale Reversal of impairment provisions of accounts receivable 0.00 separately tested for impairment test Gains and losses arising from entrusted external loans 0.00 Gains and losses arising from change in fair value of investment real estates subsequently measured by fair value 0.00 mode Impact on current gains and losses by one-time adjustment over current gains and losses according to laws and 0.00 regulations of tax and accounting Entrusting fee incomes from entrust operation 0.00 Other non-operating income and expense other than 1,074.28 abovementioned Other non-recurring gains and losses in line with the 0.07 definition of profit and loss items Minority interests effects 0.00 Income tax effects -34,404.05 Total 190,571.33 - 2.2 Statement on total number of shareholders and shares held by the top ten shareholders not subject to trading moratorium Unit: share Total number of shareholders at the end of 157874 the reporting period Shares held by the top ten tradable-share-holders not subject to trading moratorium 2 The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. Tradable shares not subject to Full name of shareholders trading moratorium held at the Categories period-end PROSPERITY LAMPS & 102,751,648 RMB ordinary share COMPONENTS LIMITED DBS VICKERS (HONG KONG) LTD 13,415,143 Domestic listed foreign share A/C CLIENTS TAIFOOK SECURITIES COMPANY 10,906,212 Domestic listed foreign share LIMITED-ACCOUNT CLIENT EAST ASIA SECURITIES COMPANY 9,527,080 Domestic listed foreign share LIMITED BANK OF CHINA -E FUND SHENZHEN STOCK 100 EXCHANGE 9,192,695 RMB ordinary share TRADE FUND ZHUANG JIANYI 8,404,132 RMB ordinary share INDUSTRIAL AND COMMERCIAL BANK OF CHINA-RONGTONG 5,924,419 RMB ordinary share SECURITIES SZSE 100 INDEX INVESTMENT FUND GUANGZHOU PROSPERITY LAMPS 4,911,140 RMB ordinary share & COMPONENTS TRADE CO., LTD. NIHK-CUSTOMERS’ SEGREGATED 3,126,799 Domestic listed foreign share ACCOUNT ZHAO XIYI 3,100,000 RMB ordinary share §3 Significant Events 3.1 Significant changes in major accounting data, financial highlights and reasons for these changes √Applicable □Non-applicable 1. Significant changes of the balance sheet items and reasons for the said changes 1) Prepayments at the end of the reporting period increased 40.03% over the year-begin, which was mainly due to increase of prepayments for materials. 2) Other receivables at the end of the reporting period decreased 44.90% over the year-begin, which was mainly because previous accounts receivable were cleared. 3) Accounts payable at the end of the reporting period increased 40.44% over the year-begin, which was mainly due to increase of accounts payable for materials. 4) Accounts received in advance at the end of the reporting period decreased 83.97% over the year-begin, which was mainly because amounts received in advance from customers for procurements decreased. 5) Payroll payable at the end of the reporting period decreased 38.24% over the year-begin, which was mainly because the bonuses for last year were granted in this quarter. 6) Tax payable at the end of the reporting period increased 2189.52% over the year-begin, which was mainly because tax payable increased. 2. Significant changes of the income statement items and reasons for the said changes 1) Financial expense for the reporting period decreased 272.82% over the same period of last year, which was mainly because foreign exchange loss decreased. 3. Significant changes of the cash flow statement items and reasons for the said changes 1) Net cash flows from operating activities for the reporting period increased 286.27%, which was mainly because the cash paid for goods and services decreased. 2) Net cash flows from investing activities for the reporting period decreased 54.84%, which was mainly because the cash paid to acquire fixed assets decreased. 3 The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. 3.2 Process of significant events and influence, as well as analysis and explanation on resolving proposal 3.2.1 Non-standard opinion □Applicable √Inapplicable 3.2.2 Fund supply for controlling shareholders or related parties of the Company and external guarantee with violation against regulated procedures □Applicable √Inapplicable 3.2.3 Signing and performance of significant contracts of routine operation □Applicable √Inapplicable 3.2.4 Others □Applicable √Inapplicable 3.3. Execution of committed events of the Company, shareholders, and actual controllers The following committed events of related parties such as listed companies, directors, supervisors, and senior management staffs of listed companies, shareholders holding over 5% equity of the Company, as well as the Company’s actual controllers in the reporting period or lasting to the reporting period □Applicable √Inapplicable 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Other significant events need to be explained 3.5.1 Securities investment √Applicable □Inapplicable Proportion in total Initial Number of securities Gains/losses in Securities Short form of investment shares held at Book value at No. Type of securities investment at the reporting code securities amount the the period-end the period (RMB Yuan) period-end period-end (%) Other securities investments held at the period-end 5,000,000.00 - 4,147,152.97 100.00% 0.00 Gains and losses on securities investments sold in the - - - - 0.00 reporting period Total 5,000,000.00 - 4,147,152.97 100% 0.00 Explanation to the securities investment: Other securities investment refers to the securities broker wealth management products which were acquired upon review and approval of the Board of Directors on 25 Nov. 2010, with the acquisition procedure in strict compliance with the Company’s Management Rules for Securities Investments. 3.5.2 Reception of research, interviews and visits in the reporting period Main discussion and materials Time Place Way of reception Type of visitor Visitor provided by the Company 3 Feb. 2012 The Company Field research organization Founder Securities Recent operation of the Company Co., Ltd. 3.6 Derivative Investment □Applicable √Inapplicable 4 The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. 3.6.1 Derivatives held as at the end of the report period □Applicable √Inapplicable §4 Attachments 4.1 Balance sheet Prepared by Foshan Electrical and Lighting Co., Ltd. 31 Mar. 2012 Unit: RMB Yuan Closing balance Opening balance Item Consolidation The Company Consolidation The Company Current assets: Monetary funds 836,369,876.58 561,887,678.23 690,691,751.15 412,626,723.50 Settlement fund reserve Dismantle fund Transaction financial asset 4,147,152.97 4,147,152.97 4,097,366.22 4,097,366.22 Notes receivable 120,534,460.43 115,750,404.43 120,417,089.71 117,057,089.71 Account receivable 345,056,233.66 351,745,892.70 300,223,854.32 321,717,684.58 Account paid in advance 57,456,988.88 40,887,411.78 41,032,860.94 19,337,394.94 Premium receivables Receivables from reinsurers Reinsurance contract reserve receivables Interest receivable 506,347.11 Dividend receivable Other account receivable 10,387,009.11 45,693,336.06 18,851,280.96 61,235,503.93 Financial assets purchased under agreements to resell Inventories 454,395,460.00 399,129,726.82 493,613,449.06 441,232,800.79 Non-current assets due within 1 year Other current assets Total current assets 1,828,347,181.63 1,519,241,602.99 1,669,433,999.47 1,377,304,563.67 Non-current assets: Loans and advance Available for sale financial 67,108,288.80 67,108,288.80 67,814,691.84 67,814,691.84 assets Held to maturity investments Long-term account receivable Long-term equity 446,372,865.19 816,849,865.19 447,024,125.94 817,501,125.94 investment Investing property Fixed asset 620,504,438.61 524,727,162.65 643,078,677.62 544,553,576.11 Project in construction 97,734,357.24 47,064,888.38 88,017,369.74 41,158,543.29 Engineering material Fixed asset disposal Bearer biological asset Oil assets Intangible assets 217,505,590.08 198,152,964.89 218,637,493.54 199,532,111.28 Development expense Goodwill Long-term expense to be apportioned Deferred income tax assets 21,050,249.72 20,889,162.72 21,547,993.12 21,386,906.12 Other non-current assets Total of non-current assets 1,470,275,789.64 1,674,792,332.63 1,486,120,351.80 1,691,946,954.58 Total assets 3,298,622,971.27 3,194,033,935.62 3,155,554,351.27 3,069,251,518.25 5 The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. Current liabilities: Short-term borrowings Borrowings from Central Bank Deposits and due to banks and other financial institutions Borrowings from banks and other financial institutions Transactional financial liabilities Notes payable Accounts payable 276,493,149.76 256,429,298.82 196,871,864.30 183,223,573.81 Accounts received in 2,959,952.18 2,412,067.91 18,464,449.37 19,276,919.50 advance Financial assets sold under agreements to repurchase Handling charges and commissions payable Employee’s compensation 33,037,154.68 33,036,249.68 53,489,679.18 53,120,689.68 payable Taxes and fares payable 43,515,957.19 39,402,587.98 -2,082,582.68 1,005,639.26 Interest payable Dividend payable Other accounts payable 25,077,779.39 23,978,316.56 27,119,424.60 31,370,556.92 Due to reinsurers Insurance contract reserve Amount payable for acting trading securities Amount payable for acting underwriting securities Non-current liabilities due within 1 year Other current liabilities Total current liabilities 381,083,993.20 355,258,520.95 293,862,834.77 287,997,379.17 Non-current liabilities: Long-term borrowings Debentures payable Long-term payables Specific-purpose account payables Accrued liabilities Deferred income tax 5,562,421.85 5,562,421.85 5,668,382.31 5,668,382.31 liabilities Other non-current 18,395,191.70 10,345,191.70 17,677,441.69 10,387,441.69 liabilities Total non-current liabilities 23,957,613.55 15,907,613.55 23,345,824.00 16,055,824.00 Total liabilities 405,041,606.75 371,166,134.50 317,208,658.77 304,053,203.17 Shareholders’ equity Share capital 978,563,745.00 978,563,745.00 978,563,745.00 978,563,745.00 Capital surplus 621,592,806.51 618,491,979.57 622,193,249.09 619,092,422.15 Less: Treasury Stock Special reserve Surplus reserve 583,537,290.22 583,537,290.22 583,537,290.22 583,537,290.22 General risk provision 6 The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. Retained earnings 663,509,832.36 642,274,786.33 606,584,375.02 584,004,857.71 Foreign exchange difference Total owners' equity 2,847,203,674.09 2,822,867,801.12 2,790,878,659.33 2,765,198,315.08 attributable to the Company Minority interests 46,377,690.43 47,467,033.17 Total owners’ equity 2,893,581,364.52 2,822,867,801.12 2,838,345,692.50 2,765,198,315.08 Total liabilities and owners’ 3,298,622,971.27 3,194,033,935.62 3,155,554,351.27 3,069,251,518.25 equity 4.2 Profit Statement Prepared by Foshan Electrical and Lighting Co., Ltd. Jan.- Mar. 2012 Unit: RMB Yuan Jan. – Mar. 2012 Jan. – Mar. 2011 Items Consolidation The Company Consolidation The Company I. Total operating revenue 491,445,026.36 471,003,990.78 519,151,820.87 499,655,871.14 Including: Operating income 491,445,026.36 471,003,990.78 519,151,820.87 499,655,871.14 Interest income Premium income Handling charges and commission income II. Total operating cost 423,210,091.98 400,556,625.26 437,518,529.30 426,216,928.47 Including: Operating cost 365,429,816.71 349,580,711.55 382,961,179.80 375,271,839.05 Interest expenses Handling charges and commission expenses Cash surrender value Net amount of claims Net provision for insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate 5,603,859.85 4,719,993.24 5,079,122.08 4,739,856.56 charges Sales and distribution 21,487,349.54 20,357,461.25 19,620,097.37 19,081,919.45 expenses Administrative 32,836,699.33 27,204,211.75 31,768,782.74 27,919,049.80 expenses Financial expenses -2,147,633.45 -1,305,752.53 -577,605.92 -510,464.63 Asset impairment loss -1,333,046.77 -285,271.76 Add: Gain/(loss) from change in fair value (“-” 49,786.75 49,786.75 -2,880.30 -2,880.30 means loss) Gain/(loss) from -651,260.75 -651,260.75 -336,981.09 -336,981.09 investment (“-” means loss) Including: income form investment on affiliated enterprises and jointly-run enterprises Foreign exchange difference (“-” means loss) III. Business profit (“-” 67,633,460.38 69,845,891.52 81,293,430.18 73,099,081.28 means loss) Add: non-operation 266,731.44 205,833.90 317,075.07 281,759.08 income Less: non-business 203,637.76 149,317.38 881,938.68 106,898.46 7 The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. expense Including: loss from non-current asset disposal IV. Total profit (“-” means 67,696,554.06 69,902,408.04 80,728,566.57 73,273,941.90 loss) Less: Income tax 11,860,439.46 11,632,479.42 11,240,635.51 10,607,917.78 expense V. Net profit (“-” means 55,836,114.60 58,269,928.62 69,487,931.06 62,666,024.12 loss) Attributable to owners of 56,925,457.34 58,269,928.62 67,639,896.12 62,666,024.12 the Company Minority shareholder -1,089,342.74 1,848,034.94 income VI. Earnings per share (I) basic earnings per 0.06 0.07 share (II) diluted earnings per 0.06 0.07 share Ⅶ. Other comprehensive -600,442.58 -600,442.58 52,502,974.62 52,502,974.62 income Ⅷ. Total comprehensive 55,235,672.02 57,669,486.04 121,990,905.68 115,168,998.74 income Attributable to owners of 56,325,014.76 57,669,486.04 120,142,870.74 115,168,998.74 the Company Attributable to minority -1,089,342.74 1,848,034.94 shareholders Net profit realized by the merged party before the enterprise merger under the same control in current period: RMB 0.00. 4.3 Cash Flow Statement Prepared by Foshan Electrical and Lighting Co., Ltd. Jan. - Mar. 2012 Unit: RMB Yuan Jan. – Mar. 2012 Jan. – Mar. 2011 Items Consolidation The Company Consolidation The Company I. Cash flows from operating activities: Cash received from sale of commodities and rendering 507,231,146.26 508,864,833.10 524,375,800.57 510,836,656.33 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 savings of policy holders and investment fund Net increase of disposal of tradable financial assets 8 The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. Cash received from interest, handling charges and commissions Net increase of borrowings from banks and other financial institutions Net increase of buy-back funds Tax refunds received 31,631,469.58 31,631,469.58 20,496,681.50 20,496,681.50 Other cash received relating to operating 5,720,676.68 4,229,887.25 16,339,400.82 4,558,351.35 activities Subtotal of cash inflows 544,583,292.52 544,726,189.93 561,211,882.89 535,891,689.18 from operating activities Cash paid for goods and 243,922,868.25 265,105,110.31 389,549,926.37 384,463,487.31 services Net increase of customer lending and advance Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contract Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for 86,034,045.40 75,120,881.93 66,728,041.24 62,658,649.82 employees Various taxes paid 25,380,958.90 20,460,324.74 28,480,175.79 20,829,892.27 Other payment of cash relating to operating 34,339,229.11 27,955,413.08 36,350,224.71 38,034,219.35 activities Subtotal of cash outflows 389,677,101.66 388,641,730.06 521,108,368.11 505,986,248.75 from operating activities Net cash flows from 154,906,190.86 156,084,459.87 40,103,514.78 29,905,440.43 operating activities II. Cash Flows from investment activities: Cash received from 267,808.76 267,808.76 withdrawing investments Cash received from -16,799.77 -16,799.77 investment income Net cash received from disposal of fixed assets, 100,000.00 intangible assets and other long-term assets Net cash received from disposal of subsidiary or other operating business units Other cash received relating to investment activities 9 The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. Subtotal of cash inflows from investment 351,008.99 251,008.99 activities Cash paid to acquire fixed assets, intangible assets and 9,276,371.43 6,871,783.48 20,686,669.51 11,389,700.73 other long-term assets Cash paid for investment 206,800.00 206,800.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other operating units Payment of cash relating to other investment activities Subtotal of cash outflows 9,276,371.43 6,871,783.48 20,893,469.51 11,596,500.73 from investment activities Net cash flows from -9,276,371.43 -6,871,783.48 -20,542,460.52 -11,345,491.74 investment activities III. Cash Flows from Financing Activities: Cash received from absorbing investment Including: Cash received by subsidiaries from increase in minority interests Cash received from borrowings Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing activities Cash repayments of amounts borrowed Cash paid for interest expenses and distribution of 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 financing activities Net cash flows from financing activities IV. Effect of foreign exchange rate changes on 48,306.00 48,278.34 -580,982.83 -579,459.40 cash and cash equivalents V. Increase in cash and cash 145,678,125.43 149,260,954.73 18,980,071.43 17,980,489.29 equivalents Add : Balance of cash 690,691,751.15 412,626,723.50 711,853,632.95 681,198,634.58 and cash equivalents at 10 The First Quarterly Report for 2012 of Foshan Electrical and Lighting Co., Ltd. year-begin VI. Balance of cash and cash equivalents at the end of the 836,369,876.58 561,887,678.23 730,833,704.38 699,179,123.87 year 4.4 Auditor’s report Auditor’s opinion: un-audited Board of Directors Foshan Electrical and Lighting Co., Ltd. 23 April 2012 11