Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 Weifu High-Technology Group Co., Ltd. The First Quarterly Report 2011 (Full Text) §1. Important Notes 1.1 Board of Directors and the Supervisory Committee of Weifu High-Technology Group Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 The First Quarterly Financial Report of 2011 has not been audited by CPAs. 1.3 Wang Weiliang, Principal of the Company; Sun Qingxian, Person in Charge of Accounting Works; Sun Qingxian, Person in Charge of Accounting Organ(Accounting Supervisor) hereby confirm that the Financial Report of the First Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes: Unit: RMB Changes of At the end of the At the period-end increase/decrease report period of the last year (%) Total assets (RMB) 7,340,213,490.31 6,761,622,809.90 8.56% Owners’ equity attributable to shareholders of the listed company 4,396,937,862.89 4,106,208,383.62 7.08% (RMB) Share capital (Share) 567,275,995.00 567,275,995.00 0.00% Net asset per share attributable to shareholders of listed company 7.75 7.24 7.04% (RMB/Share) Changes of The same period In the report period increase/decrease of last year (%) Total operating income (RMB) 1,617,839,294.12 1,188,216,542.85 36.16% Net profit attributable to shareholders of 290,729,479.27 114,030,846.25 154.96% the listed company (RMB) Net cash flow arising from operating -107,850,912.52 -88,249,244.11 activities (RMB) Net cash flow arising from operating -0.19 -0.16 activities per share (RMB/Share) Basic earnings per share (RMB/Share) 0.51 0.20 155.00% Diluted earnings per share 0.51 0.20 155.00% (RMB/Share) Weighted average return on equity (%) 6.84% 3.91% 2.93% Weighted average return on equity after deducting non-recurring gains and 6.84% 3.97% 2.87% losses (%) 1 Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 Items of non-recurring gains and losses √ Applicable □ Inapplicable Unit: RMB Remarks Items of non-recurring gains and losses Amount (If applicable) Gains and losses from the disposal of non-current asset -218,377.94 Other non-operating income and expenditure except for the 53,278.07 aforementioned items Impact on income tax 17,797.54 Influenced amount of minority shareholders’ equity 1,723.43 Total -145,578.90 - 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 42,816 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Amount of tradable shares with unrestricted Full Name of shareholder Type of shares conditions held at the end of report period Domestically listed ROBERT BOSCH GMBH 18,387,200 foreign share China Construction Bank- Fullgoal Tianbo Innovation 18,300,000 RMB common share Theme Stock Fund, GUOTAI JUNAN SECURITIES(HONGKONG) Domestically listed 12,333,700 LIMITED foreign share China Construction Bank- Huashang Shengshi Growth 11,097,272 RMB common share Stock Fund Domestically listed DRAGON BILLION CHINA MASTER FUND 11,066,646 foreign share China Construction Bank- China AMC Advantage Growth 10,379,508 RMB common share Stock Fund China Minsheng Banking Corp., Ltd. – Huashang Strategy 8,971,691 RMB common share Selected Flexible Allocation Mix Stock Fund Agriculture Bank of China – Changsheng Tongde Theme 8,500,504 RMB common share Growth Stock Fund Domestically listed GAOLING FUND,L.P. 8,202,516 foreign share Bank of Communications – Hua An Innovation Stock Fund 8,180,000 RMB common share §3. Significant Events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable 1. Construction in process growth 65.56 percent over year-begin, mainly due to the increase of investment in technology reform. 2 Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 2. Short-term loans growth 67.59 percent over year-begin, mainly because the rapidly development in business which caused the increase of bank short-tem loans. 3. Operating income increased 36.16 percent over same period of last year, mainly due to the rapidly development in business of the Company. 4. Sales expense decreased 43.88 percent over same period of last year, mainly because the strength on sales management, lower the procedures which down the expenses. 5. Investment income increased 112.63 percent over same period of last year, mainly because the profit contributed from the stock-joint company – Boshi Auto Diesel System Co., Ltd. was dramatically growth. 6. Operating profit increased 152.88 percent over same period of last year, mainly because the growth of main business and rapidly increase of investment income. 7. Net profit attributable to owners’ of parent company increased 154.96 percent over same period of last year, mainly because the business profit gains a rapidly growth. 8. Income tax expenses increased 325.38 percent over same period of last year, mainly because the dramatically growth in profit and the income tax correspondingly soaring in the report period. 9. Net cash flow arising from financing activities decreased 34.31 percent over same period of last year, mainly because the Company adopts the concentrated capital management that reduced the bank loans. 3.2 Analysis and explanation of significant events and their influence and solutions 3.2.1 Particular about Qualified Opinion □Applicable √Inapplicable 3.2.2 Particular about fund offered to shareholder or its related parties by the Company and external guarantee with procedure violation □Applicable √Inapplicable 3.2.3 Particular about the significant contract of routine operation signed and implemented □Applicable √Inapplicable 3.2.4 Other √Applicable □Inapplicable Proposal of shares private offering was deliberated and passed by the Second Extraordinary Shareholders’ General Meeting of 2010. The plan of share privately offering of the Company requires approval from relevant governments of Ministry of Commerce, and should put into practice after approval from CSRC, and will exercise on the plan approved by CSRC. (Found more details on Notice of Resolution of the 2nd Extraordinary Shareholders’ General Meeting of 2010 published on Securities Times, China Securities Journal, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) dated 25 December 2010). The Plan has submitted to Ministry of Commerce for approval. 3.3 Implementations of commitments by the Company, shareholders and actual controller Commitments make within the report period or persisted to the period by listed company and its director, supervisor and senior executives, shareholder with over 5 percent shares held and its actual controller √Applicable □Inapplicable Item of Commitments Promisee Content of commitments Implementation The total realized net profit of the Company from 2006 to 2008 was Wuxi RMB 0.85 billion, and that in Industry 2008 was RMB 0.34 billion. Commitments for Share Implementation Development Based on circulating A shares Merger Reform has accomplished Group Co., before the share reform, arranging Ltd. additionally delivering 0.5 shares per 10 shares, the proportion of cash dividend from 2006 to 2008 3 Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 was not lower than 50 percent of profit available for distribution of investors realized by the Company in those years. Commitments made in Acquisition Report or Reports Inapplicable Inapplicable Inapplicable on Change in Interests Commitments made in Material Inapplicable Inapplicable Inapplicable Assets Reorganization Commitments made in issuing Inapplicable Inapplicable Inapplicable In order to promote the listed company’s steady and healthy development, fully mobilize senior executives so as to ensure to combine the interests of the The said governance and shareholders of commitment is Wuxi the Company, Weifu Industry being Industry Group committed: after Weifu Other commitments (including implemented, and Development High-tech finishing Share Merger additional commitments) would be Group Co., Reform, under related regulations performed since Ltd. of the state and Wuxi government related policy is in terms of governance perfected. encouragement system of listed company, the Group would the stock incentive plan for management level of Weifu High-tech. 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Registration form for receiving research, communication and interview in the report period Contents discussed and Date Place Method Investor materials supplied Bank of Conference room Operation status and future 2011-01-06 Spot research Communications of the Company development of the Company Schroders Conference room Operation status and future 2011-01-07 Spot research China life, Franklin of the Company development of the Company Conference room China Merchants Operation status and future 2011-02-16 Spot research of the Company Securities development of the Company 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about derivatives investment held at the end of report period □Applicable √Inapplicable 4 Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 §4. Appendix 4.1 Balance sheet Prepared by Weifu High-Technology Group Co., Ltd. March 31, 2011 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 440,153,613.59 113,844,527.83 596,958,764.21 149,943,763.55 Settlement provisions Capital lent Transaction finance asset Notes receivable 928,172,190.22 334,796,016.10 835,266,266.32 291,611,147.00 Accounts receivable 1,273,126,939.90 662,696,163.98 999,798,439.30 567,607,398.18 Accounts paid in advance 161,242,930.98 49,143,543.26 105,176,780.11 42,468,803.76 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable 348,145,326.00 356,642,016.22 8,496,690.22 Other receivables 6,260,157.64 209,714,516.96 6,892,216.92 137,067,355.21 Purchase restituted finance asset Inventories 1,015,286,595.84 327,185,568.10 917,694,296.54 277,723,002.78 Non-current asset due within one year Other current assets 9,460,705.44 9,210,782.24 Total current assets 4,181,848,459.61 2,054,022,352.45 3,470,997,545.64 1,474,918,160.70 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 1,677,404,531.34 2,330,524,423.27 1,892,112,152.46 2,558,225,582.62 Investment property 4,831,654.06 4,965,879.52 Fixed assets 1,100,426,560.71 534,913,750.15 1,110,068,115.28 538,628,218.28 Construction in progress 235,522,152.48 190,034,500.42 142,256,732.63 125,932,175.31 Engineering material Disposal of fixed asset 5 Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 Productive biological asset Oil and gas asset Intangible assets 84,844,330.34 26,566,210.95 85,655,823.12 26,733,764.37 Expense on Research and Development Goodwill 1,784,086.79 1,784,086.79 Long-term expenses to be apportioned 6,972,940.63 7,473,629.75 Deferred income tax asset 46,578,774.35 16,195,351.53 46,308,844.71 16,198,870.70 Other non-current asset Total non-current asset 3,158,365,030.70 3,098,234,236.32 3,290,625,264.26 3,265,718,611.28 Total assets 7,340,213,490.31 5,152,256,588.77 6,761,622,809.90 4,740,636,771.98 Current liabilities: Short-term loans 452,487,493.42 422,487,493.42 270,000,000.00 240,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 333,322,030.70 149,908,487.00 389,985,533.69 200,278,487.00 Accounts payable 1,346,990,282.72 886,028,388.30 1,195,053,077.84 766,617,178.72 Accounts received in advance 49,301,783.80 19,714,919.93 42,271,899.15 20,438,892.15 Selling financial asset of repurchase Commission charge and commission payable Wage payable 279,885,181.17 184,145,069.43 269,751,945.96 168,133,427.32 Taxes payable 80,627,688.79 19,772,775.50 107,903,963.31 28,582,184.41 Interest payable 490,000.00 320,000.00 490,000.00 320,000.00 Dividend payable 3,464,336.15 18,696,539.18 Other accounts payable 71,286,963.19 55,039,782.89 62,501,613.74 56,125,853.06 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities 34,484,063.05 818,616.49 24,330,259.35 Total current liabilities 2,652,339,822.99 1,738,235,532.96 2,380,984,832.22 1,480,496,022.66 Non-current liabilities: 6 Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 Long-term loans 3,000,000.00 3,000,000.00 Bonds payable Long-term account payable 15,670,000.00 15,670,000.00 Special accounts payable Projected liabilities 1,481,745.84 1,481,745.84 Deferred income tax liabilities 2,801,008.40 2,801,008.40 Other non-current liabilities 14,593,000.00 13,350,000.00 Total non-current liabilities 36,064,008.40 1,481,745.84 34,821,008.40 1,481,745.84 Total liabilities 2,688,403,831.39 1,739,717,278.80 2,415,805,840.62 1,481,977,768.50 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 567,275,995.00 567,275,995.00 567,275,995.00 567,275,995.00 Capital public reserve 895,918,416.59 923,981,806.57 895,918,416.59 923,981,806.57 Less: Inventory shares Reasonable reserve Surplus public reserve 283,637,997.50 283,637,997.50 283,637,997.50 283,637,997.50 Provision of general risk Retained profit 2,650,105,453.80 1,637,643,510.90 2,359,375,974.53 1,483,763,204.41 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 4,396,937,862.89 3,412,539,309.97 4,106,208,383.62 3,258,659,003.48 Minority interests 254,871,796.03 239,608,585.66 Total owner’s equity 4,651,809,658.92 3,412,539,309.97 4,345,816,969.28 3,258,659,003.48 Total liabilities and owner’s equity 7,340,213,490.31 5,152,256,588.77 6,761,622,809.90 4,740,636,771.98 4.2 Profit statement Prepared by Weifu High-Technology Group Co., Ltd. Jan.-Mar. 2011 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 1,617,839,294.12 833,816,030.01 1,188,216,542.85 620,875,087.08 Including: Operating income 1,617,839,294.12 833,816,030.01 1,188,216,542.85 620,875,087.08 Interest income Insurance gained 7 Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 Commission charge and commission income II. Total operating cost 1,386,509,213.86 765,447,648.44 1,104,946,771.10 598,485,518.44 Including: Operating cost 1,184,963,972.83 686,865,102.01 912,432,310.56 543,290,152.03 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 9,261,487.17 2,765,743.21 7,273,043.66 2,886,121.77 Sales expenses 32,177,349.01 15,345,785.51 57,338,278.79 18,051,258.95 Administration expenses 151,019,027.30 55,378,432.40 121,954,130.96 31,498,573.74 Financial expenses 9,744,277.83 5,015,193.28 10,783,524.08 7,035,121.44 Losses of devaluation of asset -656,900.28 77,392.03 -4,834,516.95 -4,275,709.49 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 109,618,904.88 96,625,366.65 51,554,055.40 40,645,604.74 Including: Investment income on affiliated company and joint venture 109,618,904.88 96,625,366.65 51,554,055.40 40,645,604.74 Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 340,948,985.14 164,993,748.22 134,823,827.15 63,035,173.38 Add: Non-operating income 210,625.24 39,500.48 332,671.41 213,053.41 Less: Non-operating expense 2,096,976.41 1,044,989.10 4,419,244.04 3,467,563.52 Including: Disposal loss of non-current asset 344,580.11 190,448.07 3,005,127.90 2,780,963.25 IV. Total Profit (Loss is listed with “-”) 339,062,633.97 163,988,259.60 130,737,254.52 59,780,663.27 Less: Income tax 33,879,944.33 10,107,953.11 7,964,652.51 634,192.51 V. Net profit (Net loss is listed with “-”) 305,182,689.64 153,880,306.49 122,772,602.01 59,146,470.76 Net profit attributable to owner’s equity of parent company 290,729,479.27 153,880,306.49 114,030,846.25 59,146,470.76 8 Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 Minority shareholders’ gains and losses 14,453,210.37 8,741,755.76 VI. Earnings per share i. Basic earnings per share 0.51 0.27 0.2 0.1 ii. Diluted earnings per share 0.51 0.27 0.2 0.1 VII. Other consolidated income 0 0 VIII. Total consolidated income 305,182,689.64 153,880,306.49 122,772,602.01 59,146,470.76 Total consolidated income attributable to owners of parent company 290,729,479.27 153,880,306.49 114,030,846.25 59,146,470.76 Total consolidated income attributable to minority shareholders 14,453,210.37 8,741,755.76 Concerning the enterprise consolidation under common control occurred in the period; the mergered party realized net profit before consolidation amounting to RMB00.00. 4.3 Cash flow statement Prepared by Weifu High-Technology Group Co., Ltd. Jan.-Mar. 2011 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 1,456,797,712.42 761,419,287.88 711,875,710.60 544,597,363.13 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 9,619,790.95 4,695,694.80 Other cash received concerning operating activities 5,601,759.92 293,454.14 3,013,148.50 1,986,922.08 9 Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 Subtotal of cash inflow arising from operating activities 1,472,019,263.29 761,712,742.02 719,584,553.90 546,584,285.21 Cash paid for purchasing commodities and receiving labor service 1,229,369,538.68 737,043,899.43 575,102,203.72 607,368,109.67 Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 127,421,249.42 50,906,182.11 133,901,456.62 68,940,714.76 Taxes paid 157,919,411.89 45,360,892.78 68,933,287.31 27,300,383.24 Other cash paid concerning operating activities 65,159,975.82 22,885,094.47 29,896,850.36 3,564,999.71 Subtotal of cash outflow arising from operating activities 1,579,870,175.81 856,196,068.79 807,833,798.01 707,174,207.38 Net cash flows arising from operating activities -107,850,912.52 -94,483,326.77 -88,249,244.11 -160,589,922.17 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 9,250,000.00 9,250,000.00 Net cash received from disposal of fixed, intangible and other long-term assets 229,542.96 53,242.58 7,981,216.45 7,408,899.52 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 229,542.96 53,242.58 17,231,216.45 16,658,899.52 Cash paid for purchasing fixed, intangible and other long-term assets 143,013,092.88 83,260,554.37 41,569,130.98 14,355,694.14 Cash paid for investment 23,818,800.00 23,818,800.00 123,265,900.00 124,885,900.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 166,831,892.88 107,079,354.37 164,835,030.98 139,241,594.14 10 Weifu High-Technology Group Co., Ltd. Full-Text of First Quarterly Report 2011 Net cash flows arising from investing activities -166,602,349.92 -107,026,111.79 -147,603,814.53 -122,582,694.62 III. Cash flows arising from financing activities Cash received from absorbing investment 810,000.00 1,490,490.00 Including: Cash received from absorbing minority shareholders’ investment by subsidiaries 810,000.00 1,490,490.00 Cash received from loans 361,512,141.78 331,512,141.78 758,317,956.54 706,050,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 362,322,141.78 331,512,141.78 759,808,446.54 706,050,000.00 Cash paid for settling debts 179,024,648.36 149,024,648.36 498,048,025.08 442,048,025.08 Cash paid for dividend and profit distributing or interest paying 20,005,382.76 4,221,179.73 10,925,741.04 7,239,868.19 Including: Dividend and profit of minority shareholder paid by subsidiaries 15,232,203.03 Other cash paid concerning financing activities 2,265,668.46 Subtotal of cash outflow from financing activities 199,030,031.12 153,245,828.09 511,239,434.58 449,287,893.27 Net cash flows arising from financing activities 163,292,110.66 178,266,313.69 248,569,011.96 256,762,106.73 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents -111,161,151.78 -23,243,124.87 12,715,953.32 -26,410,510.06 Add: Balance of cash and cash equivalents at the period -begin 465,219,784.67 85,169,165.70 327,527,351.45 85,790,609.19 VI. Balance of cash and cash equivalents at the period -end 354,058,632.89 61,926,040.83 340,243,304.77 59,380,099.13 4.4 Auditor’ report Auditor’s opinions: Un-audited Board of Directors of Weifu High-Technology Group Co., Ltd. 23 April 2011 11