Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 Weifu High-Technology Group Co., Ltd. First Quarterly Report 2012 (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 Other directors are attended the Meeting for quarterly report deliberation except for the follow directors: Name of absent Title for absentee Reasons for absent Name of entrustee Rudolf Maier Director Business trip Chen Yudong Wang Weiliang Director Business trip Chen Xuejun 1.3 The First Quarterly Financial Report of 2012 has not been audited by CPAs. 1.4 Chen Xuejun, Principal of the Company; Ou Jianbin, Person in Charge of Accounting Works and 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/decr report period of the last year ease (%) Total assets (RMB) 10,504,347,309.51 7,929,217,436.19 32.48 Owners’ equity attributable to shareholders of 8,232,929,040.93 5,064,060,401.35 62.58 the listed company (RMB) Total share capital (Share) 680,133,995.00 567,275,995.00 19.89 Net asset per share attributable to shareholders 12.10 8.93 35.50 of listed company (RMB/Share) Changes of In the report The same period increase/decr period of last year ease (%) Total operating income (RMB) 1,340,401,162.00 1,617,839,294.12 -17.15 Net profit attributable to shareholders of the 247,112,386.65 290,729,479.27 -15.00 listed company (RMB) Net cash flow arising from operating activities 135,895,279.94 -107,850,912.52 (RMB) Net cash flow arising from operating activities 0.20 -0.19 per share (RMB/Share) Basic earnings per share (RMB/Share) 0.41 0.51 -19.61 Diluted earnings per share (RMB/Share) 0.41 0.51 -19.61 Weighted average return on equity (%) 4.03 6.84 -2.81 Weighted average return on equity after 4.01 6.84 -2.83 deducting non-recurring gains and losses (%) Items of non-recurring gains and losses √ Applicable □ Inapplicable Unit: RMB 1 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 Amount in year-begin to Remarks (If Items of non-recurring gains and losses the end of report period applicable) Gains and losses from the disposal of non-current asset 1,385,856.03 Other non-operating income and expenditure except for the 235,717.56 aforementioned items Impact on income tax -398,079.84 Influenced amount of minority shareholders’ equity -68,454.81 Total 1,155,038.94 - 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 33,405 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Amount of tradable shares with Full Name of shareholder unrestricted Type of shares conditions held at the end of report period WUXI INDUSTRY DEVELOPMENT 28,363,800 RMB common share CROUP CO., LTD. China Construction Bank- Fullgoal Tianbo 20,000,000 RMB common share Innovation Theme Stock Fund, ROBERT BOSCH GMBH 18,387,200 Domestically listed foreign share GUOTAI JUNAN 12,733,479 Domestically listed foreign share SECURITIES(HONGKONG) LIMITED GAOLING FUND,L.P. 12,502,715 Domestically listed foreign share DRAGON BILLION CHINA MASTER 10,936,046 Domestically listed foreign share FUND China Construction Bank- China AMC 9,103,321 RMB common share Advantage Growth Stock Fund Agriculture Bank of China – Changsheng 8,805,148 RMB common share Tongde Theme Growth Stock Fund Bank of Communications—E-fund Kexun 8,600,000 RMB common share Stock Investment Fund Bank of Communications—fulgoal Tianyi 7,792,449 RMB common share Value Stock Investment Fund §3. Significant Events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable Administrative expense gains a 37.52% down y-o-y in report period, mainly due to the order in this first quarter less than same period of last year, the Company strictly control vary expenditures. Financial expense gains a 57.43% down y-o-y in report period, mainly because privately offering of A-stock has completed in February, current capital was supplied and return loans to bank, and then financial expenses reduced. Investment income gains a 49.19% down y-o-y in report period, mainly because auto industry market in first quarter shows totally down over same period of last, major stock jointly enterprise has a decline in performance, resulted a decrease of investment income. Current liability has a 24.29% down over that of year-begin, mainly because privately offering of 2 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 A-stock has completed in February, current capital was supplied and return loans to bank Monetary capital gains a 257.10% up over that of year-begin, current assets has 51.3% over that of year-begin, capital reserve gains 313.52% over that of year-begin, equity attributable to shareholders of parent company has a 62.58 growth over year-begin and total assets show a 32.48% up over that of year-begin mainly because privately offering of A-stock has completed, capital raised has fully funded. Cash outflow from operating activities have a 29.49% down y-o-y in report period, mainly because cash paid for goods purchased and labor received decreased. Cash outflow from investment activities gains a 40.40% up y-o-y in report period, mainly due to the participation of privately offering of SDEC. Cash inflow from financing activities has dramatically growth mainly due to the fully funded from privately offering of A-stock. 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 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 Implementati Promisee Content of commitments Commitments on Non-tradable stocks of Weifu Hi-Tech, held by Industry Group, should not be listed or transferred within 60 months since right of trading obtained. When commitment terms The Wuxi expires, listed for trading in Shenzhen Stock Exchange for commitment Commitments Industry original non-tradable stocks, with total sales amount no in process of for Share Developme more than 5% of total share capital of Weifu Hi-Tech in 12 implementati Merger nt Group months and no more than 10% of total share capital of on and no Reform Co., Ltd. Weifu Hi-Tech in 24 months for sales price of no less than shares held 10 yuan per share(if ex-rights occurred in line with reduction. regulations, calculated based on minimum price of reduction for ex-rights exercised) Commitments made in Acquisition Report or Inapplicable Inapplicable Inapplicable Reports on Change in Interests Commitments made in Inapplicable Inapplicable Inapplicable Material 3 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 Assets Reorganizatio n Wuxi Industry Developme Totally 112.858 million A-stocks, privately offered to Commitments nt Group largest shareholder Wuxi Industry Group and foreign In process of made in Co., Ltd. strategy investor ROBERT BOSCH GMBH, have listing in implementati issuing and Shenzhen Stock Exchange dated 29 February 2012 with on ROBERT limited sales period of 36 months. BOSCH GMBH In order to promote the listed company’s steady and healthy The said development, fully mobilize senior executives so as to commitment Other Wuxi ensure to combine the interests of the governance and is being commitments Industry shareholders of the Company, Weifu Industry Group implemented (including Developme committed: after Weifu High-tech finishing Share Merger , and would additional nt Group Reform, under related regulations of the state and Wuxi be performed commitments Co., Ltd. government in terms of governance encouragement system since related ) of listed company, the Group would the stock incentive policy is plan for management level of Weifu High-tech. perfected. 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 Unit: RMB Ratio in total Gains/ Amount Initial security losses Seria Shot held at Book value at Type Code investment investment in l form period-end period-end amount (RMB) at report (Share) period-end period (%) 1 Stock 600841 SDEC 199,208,000.00 14,800,000 270,840,000.00 100.00 0.00 Other security investment held 0.00 - 0.00 0.00 0.00 at period-end Gains/losses of security - - - - 0.00 investment sold in report period Total 199,208,000.00 - 270,840,000.00 100 0.00 Explanation of securities investment Participated in subscription of SDEC privately offering of A-stocks was deliberated and approved in 23rd Meeting of 6th Session of the Board. Subscribe 14,800,000 shares of SDEC with 13.46 yuan per share, a 2.72% in total share capital of SDEC after privately offering. The Company promised not to transfer the shares within 12 months since subscription, limited sales terms (23 March 2012 to 22 March 2013), book value at period-end amounting to RMB 270,840,000.00. 4 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 3.5.2 Registration form for receiving research, communication and interview in the report period Type of Contents discussed and Date Place Method Investor investors materials supplied Conference room Spot China Merchants Analysis of market for 2012-03-02 Institution of the Company research Securities year of 2012 CITIC Securities, Conference room Spot Analysis of market for 2012-03-07 Institution Ping An of the Company research year of 2012 Securities 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. Appendix 4.1 Balance sheet Prepared by Weifu High-Technology Group Co., Ltd. March 31, 2012 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 3,053,413,460.82 2,635,035,767.58 855,053,599.38 189,135,416.49 Settlement provisions Capital lent Transaction finance asset Notes receivable 1,284,100,773.43 491,652,648.50 1,227,018,757.27 440,248,528.54 Accounts receivable 1,205,877,235.22 729,872,203.64 1,167,123,155.04 822,357,590.99 Accounts paid in 137,944,012.16 48,991,333.08 183,407,859.04 58,227,907.25 advance Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 11,284,009.80 187,775,719.41 11,983,410.88 167,045,153.49 Purchase restituted finance asset Inventories 862,209,345.74 274,861,857.86 883,582,090.78 296,385,165.44 Non-current asset due within one year Other current assets 9,121,142.63 10,235,025.21 Total current assets 6,563,949,979.80 4,368,189,530.07 4,338,403,897.60 1,973,399,762.20 Non-current assets: Granted loans and advances Finance asset available 270,840,000.00 270,840,000.00 for sales Held-to-maturity 5 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 investment Long-term account 2,621,950,821.80 receivable Long-term equity 1,842,178,454.38 1,786,481,972.85 2,576,168,955.22 investment Investment property 4,234,491.08 4,352,211.86 Fixed assets 1,398,213,116.77 696,548,692.00 1,357,509,509.59 689,680,279.76 Construction in 80,736,312.22 33,897,813.39 98,288,407.69 56,239,272.06 progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 248,269,678.66 186,859,581.99 249,921,186.58 187,843,427.92 Expense on Research and Development Goodwill 1,784,086.79 1,784,086.79 Long-term expenses to 10,843,435.56 9,144,280.20 be apportioned Deferred income tax 83,297,754.25 47,870,330.94 83,331,883.03 47,881,534.77 asset Other non-current asset Total non-current asset 3,940,397,329.71 3,857,967,240.12 3,590,813,538.59 3,557,813,469.73 Total assets 10,504,347,309.51 8,226,156,770.19 7,929,217,436.19 5,531,213,231.93 Current liabilities: Short-term loans 495,000,000.00 465,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 150,740,009.18 70,600,719.79 164,301,719.94 85,000,000.00 Accounts payable 1,258,853,982.39 695,932,342.37 1,297,893,239.74 632,112,594.66 Accounts received in 50,851,482.78 9,738,475.46 55,289,941.25 8,150,899.35 advance Selling financial asset of repurchase Commission charge and commission payable Wage payable 237,099,958.89 151,470,141.23 278,771,987.97 175,803,158.72 Taxes payable 51,551,828.45 29,381,125.52 77,737,123.74 25,748,688.27 Interest payable 150,000.00 930,000.00 780,000.00 Dividend payable 3,444,762.15 3,444,762.15 Other accounts payable 97,270,088.54 143,745,805.07 83,991,571.43 69,856,690.02 Reinsurance payables Insurance contract 6 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 reserve Security trading of agency Security sales of agency Non-current liabilities 3,000,000.00 3,000,000.00 due within 1 year Other current liabilities 35,899,875.20 354,088.81 34,608,609.47 Total current liabilities 1,888,861,987.58 1,101,222,698.25 2,494,968,955.69 1,462,452,031.02 Non-current liabilities: Long-term loans Bonds payable Long-term account 18,840,000.00 18,840,000.00 payable Special accounts payable Projected liabilities Deferred income tax 2,689,975.40 2,689,975.40 liabilities Other non-current 72,754,000.00 56,830,000.00 72,330,000.00 56,830,000.00 liabilities Total non-current 94,283,975.40 56,830,000.00 93,859,975.40 56,830,000.00 liabilities Total liabilities 1,983,145,962.98 1,158,052,698.25 2,588,828,931.09 1,519,282,031.02 Owner’s equity (or shareholders’ equity): Paid-in capital (or 680,133,995.00 680,133,995.00 567,275,995.00 567,275,995.00 share capital) Capital public reserve 3,704,816,669.52 3,732,880,059.50 895,918,416.59 923,981,806.57 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 3,564,340,378.91 2,371,452,019.94 3,317,227,992.26 2,237,035,401.84 Balance difference of foreign currency translation Total owner’s equity attributable to parent 8,232,929,040.93 7,068,104,071.94 5,064,060,401.35 4,011,931,200.91 company Minority interests 288,272,305.60 276,328,103.75 Total owner’s equity 8,521,201,346.53 7,068,104,071.94 5,340,388,505.10 4,011,931,200.91 Total liabilities and 10,504,347,309.51 8,226,156,770.19 7,929,217,436.19 5,531,213,231.93 owner’s equity 4.2 Profit statement Prepared by Weifu High-Technology Group Co., Ltd. Jan.-Mar. 2012 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company 7 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 I. Total operating income 1,340,401,162.00 616,385,500.52 1,617,839,294.12 833,816,030.01 Including: Operating income 1,340,401,162.00 616,385,500.52 1,617,839,294.12 833,816,030.01 Interest income Insurance gained Commission charge and commission income II. Total operating cost 1,100,555,033.67 511,201,456.35 1,386,509,213.86 765,447,648.44 Including: Operating cost 961,216,532.17 464,156,439.59 1,184,963,972.83 686,865,102.01 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 8,698,657.37 3,159,692.80 9,261,487.17 2,765,743.21 Sales expenses 32,174,467.18 15,605,300.26 32,177,349.01 15,345,785.51 Administration expenses 94,358,713.40 26,377,395.55 151,019,027.30 55,378,432.40 Financial expenses 4,148,213.42 1,902,628.15 9,744,277.83 5,015,193.28 Losses of devaluation of -41,549.87 -656,900.28 77,392.03 asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is 55,696,481.53 45,781,866.58 109,618,904.88 96,625,366.65 listed with “-”) Including: Investment income on affiliated 55,696,481.53 45,781,866.58 109,618,904.88 96,625,366.65 company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss 295,542,609.86 150,965,910.75 340,948,985.14 164,993,748.22 is listed with “-”) Add: Non-operating income 1,994,685.70 210,625.24 39,500.48 Less: Non-operating expense 1,600,349.95 894,684.94 2,096,976.41 1,044,989.10 Including: Disposal loss of 1,385,856.03 255,884.44 344,580.11 190,448.07 non-current asset IV. Total Profit (Loss is 295,936,945.61 150,071,225.81 339,062,633.97 163,988,259.60 listed with “-”) Less: Income tax 36,880,357.12 15,654,607.71 33,879,944.33 10,107,953.11 V. Net profit (Net loss is 259,056,588.49 134,416,618.10 305,182,689.64 153,880,306.49 listed with “-”) Net profit attributable to owner’s equity of parent 247,112,386.65 134,416,618.10 290,729,479.27 153,880,306.49 company 8 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 Minority shareholders’ 11,944,201.84 14,453,210.37 gains and losses VI. Earnings per share i. Basic earnings per share 0.41 0.51 ii. Diluted earnings per share 0.41 0.51 VII. Other consolidated 71,632,000.00 71,632,000.00 income VIII. Total consolidated 330,688,588.49 206,048,618.10 305,182,689.64 153,880,306.49 income Total consolidated income attributable to owners of 318,744,386.65 206,048,618.10 290,729,479.27 153,880,306.49 parent company Total consolidated income attributable to minority 11,944,201.84 14,453,210.37 shareholders 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. 2012 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 1,229,403,560.43 762,266,756.05 1,456,797,712.42 761,419,287.88 labor services 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 10,441,404.81 9,619,790.95 9 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 Other cash received concerning operating 9,985,294.76 3,014,306.18 5,601,759.92 293,454.14 activities Subtotal of cash inflow arising from operating 1,249,830,260.00 765,281,062.23 1,472,019,263.29 761,712,742.02 activities Cash paid for purchasing commodities and receiving 751,309,501.19 328,246,426.73 1,229,369,538.68 737,043,899.43 labor service 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 136,574,532.95 52,954,159.55 127,421,249.42 50,906,182.11 workers Taxes paid 156,144,880.47 46,932,499.52 157,919,411.89 45,360,892.78 Other cash paid concerning 69,906,065.45 31,480,068.85 65,159,975.82 22,885,094.47 operating activities Subtotal of cash outflow arising from operating 1,113,934,980.06 459,613,154.65 1,579,870,175.81 856,196,068.79 activities Net cash flows arising from 135,895,279.94 305,667,907.58 -107,850,912.52 -94,483,326.77 operating activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible 558,246.95 3,076.92 229,542.96 53,242.58 and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from 558,246.95 3,076.92 229,542.96 53,242.58 investing activities Cash paid for purchasing 35,028,155.94 11,272,777.35 143,013,092.88 83,260,554.37 10 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 fixed, intangible and other long-term assets Cash paid for investment 199,208,000.00 199,208,000.00 23,818,800.00 23,818,800.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow 234,236,155.94 210,480,777.35 166,831,892.88 107,079,354.37 from investing activities Net cash flows arising from -233,677,908.99 -210,477,700.43 -166,602,349.92 -107,026,111.79 investing activities III. Cash flows arising from financing activities Cash received from 2,866,028,910.00 2,866,028,910.00 810,000.00 absorbing investment Including: Cash received from absorbing minority 810,000.00 shareholders’ investment by subsidiaries Cash received from loans 570,000,000.00 570,000,000.00 361,512,141.78 331,512,141.78 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from 3,436,028,910.00 3,436,028,910.00 362,322,141.78 331,512,141.78 financing activities Cash paid for settling debts 1,065,000,000.00 1,035,000,000.00 179,024,648.36 149,024,648.36 Cash paid for dividend and profit distributing or interest 6,100,872.13 5,649,955.46 20,005,382.76 4,221,179.73 paying Including: Dividend and profit of minority 15,232,203.03 shareholder paid by subsidiaries Other cash paid concerning 10,668,810.60 10,668,810.60 financing activities Subtotal of cash outflow 1,081,769,682.73 1,051,318,766.06 199,030,031.12 153,245,828.09 from financing activities Net cash flows arising from 2,354,259,227.27 2,384,710,143.94 163,292,110.66 178,266,313.69 financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and 2,256,476,598.22 2,479,900,351.09 -111,161,151.78 -23,243,124.87 cash equivalents Add: Balance of cash and 745,778,764.22 132,135,416.49 465,219,784.67 85,169,165.70 11 Weifu High-Technology Group Co., Ltd. Full Text of First Quarterly Report 2012 cash equivalents at the period -begin VI. Balance of cash and cash equivalents at the period 3,002,255,362.44 2,612,035,767.58 354,058,632.89 61,926,040.83 -end 4.4 Auditor’ report Auditor’s opinions: Un-audited Board of Directors of Weifu High-Technology Group Co., Ltd. 18 April 2012 12