WEIFU HIGH-TECHNOLOGY GROUP CO., LTD. SEMI-ANNUAL REPORT 2012 (Full-Text) August 2012 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Contents Section I. Important Notice ………………………………………………….…3 Section II. Company Profile ……………………………………………………4 Section III. Major accounting data and business abstract…………………………5 Section IV. Changes in Share Capital and Particular about Shareholders ……...8 Section V. Directors, Supervisors and Senior Executives …………………… 13 Section VI. Report of the Board ……………………………….…….…… 17 Section VII. Significant Events………………………………………………..26 Section VIII. Financial Report … …………………………………………… 46 Section IX. Document Available for References …………………………… 148 2 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 I Important Notice The Board of Directors and its directors, Supervisory Committee and its supervisors, senior executives of WEIFU HIGH-TECHNOLOGY GROUP CO.,LTD. (hereinafter referred to as the Company) hereby confirm that there are no false recordation, misleading statements or material omissions carried in this report, and shall take all responsibilities, individually and/or jointly, for the reality, accuracy and completeness of the whole contents. Except for the follow directors, others are present the meeting of the Board for deliberating the semi-annual report of the Company Name of director not Title of director not Reasons for absent Trustee attended in person attended in person Rudolf Maier Deputy chairman Due to business Chen Xuejun Chen Yudong Director Due to business Chen Xuejun Unaudited Chen Xuejun, person in charge of the Company, Ou Jianbin, person in charge of accounting works as well as person in charge of accounting institution (accounting officer) Ou Jianbin hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2012. 3 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 II. Company Profile (I) Company information Code for A-share 000581 Code for B-share 200581 Short form for A-share Weifu High- Tech Short form for B-share Su Weifu-B Listing stock exchange Shenzhen Stock Exchange Legal Chinese name of 无锡威孚高科技集团股份有限公司 the Company Abbr. of legal Chinese 威孚高科 name of the Company Legal English name of the WEIFU HIGH-TECHNOLOGY GROUP CO.,LTD. Company Abbr. of legal English WFHT name of the Company Legal Representative Chen Xuejun Registered Add. No.5, Huashan Road, New District, Wuxi City Post Code of registered 214028 add. Office Add. No.107, Renmin West Road, Wuxi City Post Code of office add. 214031 Internet website http://www.weifu.com.cn E-mail Web @ weifu.com.cn (II) Contact person and ways Secretary of the Board Rep. of security affairs Name Zhou Weixing Yan Guohong Contact adds. No.107, Renmin West Road, Wuxi City No.107, Renmin West Road, Wuxi City Tel. 0510-82719579 0510-82719579 Fax. 0510-82751025 0510-82751025 E-mail wfjt@public1.wx.js.cn wfjt@public1.wx.js.cn (III) Information disclosure and place for preparation Newspapers Designated for indormation Securities Times,China Securities Journal and Hong Kong disclosure Comercial Daily Website desinated by CSRC for publishing http://www.cninfo.com.cn semi-annual report place for preparation of semi-annual report Office of the Board of Directors of the Company 4 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 III. Major accounting data and business abstract (I) Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not □Yes √ No □Non-applicable Major accounting data Reporting period Increase/decrease in Same period of last Major accounting data this report period (Jan. to June) year year-on-year (%) Total business revenue(RMB) 2,622,741,134.00 3,277,559,746.96 -19.98% Business profit(RMB) 532,366,338.60 766,609,381.92 -30.56% Total profit(RMB) 533,340,367.05 769,696,904.66 -30.71% Net profit attributable to shareholders of the 446,281,174.98 644,663,629.50 -30.77% listed company (RMB) Net profit attributable to shareholders of the listed company after deducting 443,915,741.43 639,380,620.02 -30.57% non-recurring gains and losses(RMB) Net cash flow arising from operating 437,635,548.02 53,803,389.19 713.4% activities(RMB) Increase/decrease in End of this report End of last report this period-end over period period that of last year (%) Total assets(RMB) 10,781,281,378.01 7,929,217,436.19 35.97% Owners’ equity attributable to shareholders 8,233,666,830.76 5,064,060,401.35 62.59% of the listed company(RMB) Share capital(Share) 680,133,995.00 567,275,995.00 19.89% Major financial indexes Reporting Increase/decrease in period Same period Major financial indexes this report period of last year (Jan. to June) year-on-year (%) Basic earnings per share (RMB/Share) 0.69 1.14 -39.47% Diluted earnings per share (RMB/Share) 0.69 1.14 -39.47% Basic EPS after deducting non-recurring gains/losses 0.69 1.13 -38.94% (RMB/Share) Fully diluted ROE (%) 5.42% 14.31% -8.89% Weighted average ROE (%) 6.18% 14.56% -8.38% Fully diluted ROE after deducting non-recurring 5.39% 14.2% -8.81% gains/losses (%) Weighted average ROE after deducting non-recurring 6.14% 14.44% -8.3% gains/losses (%) Net cash flow per share arising from operating activities 0.64 0.095 573.68% (RMB/Share) End of this End of last Increase/decrease in report period report period this period-end over 5 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 that of last year (%) Net assets per share attributable to shareholder of listed 12.11 8.93 35.61% company (RMB/ Share) Asset-liability ratio (%) 21.05% 32.65% -11.6% Explanation on previous major accounting data and financial indexes at period-end (filling the adjustment explanation if retroactive adjusted) In reporting period, total assets increase 35.97% over that of period-end of last year, owners’ equity attributable to shareholders of listed company increase 62.59% over that of period-end of last year and net assets per share attributable to shareholders of listed company increase 35.61% over that of period-end of last year, main reasons are: the privately offering of the Company issued 112.858 million shares in this period and net amount of 2,850,124,252.93 yuan are raised. (II) Difference of accounting data under CAS and IAS 1. Difference of net profit and net assets disclosed in financial report based on IAS and CAS √Applicable □Non-applicable Unit: RMB Net profit attributable to Owners’ equity attributable to shareholders of listed company shareholders of listed company Amount in Amount in This report period Last report period period-end period-begin CAS 446,281,174.98 644,663,629.50 8,233,666,830.76 5,064,060,401.35 Sub-items and total adjusted based on IAS: IAS 446,281,174.98 644,663,629.50 8,233,666,830.76 5,064,060,401.35 2. Difference of net profit and net assets disclosed in financial report based on foreign accounting standards and CAS □ Applicable √ Non-applicable 3. Detail items for major differences Explanation on IAS Items with major Amount involved (RMB) Reasons for differences and(or) foreign accounting differences standards involved 4. Explanation on accounting data difference under the foreign/domestic accounting standards No differences (III) Item and amount with non-recurring gains/losses deducted √Applicable □Non-applicable Items Amount (RMB) Note Gains and losses from disposal of non-current assets 1,833,344.49 Tax refund or exemption out of authorization, with absence of official approval document or accidentally Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the Company, excluding the fixed-amount 1,323,000.00 or fixed-proportion governmental subsidy according to the unified national 6 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 standard) Fund occupation expenses received from non-financial enterprises that reckon into current gains/losses Income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and joint ventures are lower than its share in fair value of net realizable assets of invested units Gains and losses from exchange of non-monetary assets Gains and losses from entrusted investment or management assets Various asset impairment reserve provided for force majeure, such as natural disaster; Gains/losses from debt reorganization Reorganization expenses, such as expenditure for allocation of employees and integration fee Gains and losses from excess of transaction which are conducted on a non-fair-valued basis over its fair value Current net gains and losses of subsidiaries occurred from combination under the same control commencing from period-begin to combination date Gains and losses from contingent events which has no relation with normal business of the Company Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Reversal of impairment reserve for account receivable with separate impairment testing gains/ losses from external entrustment loans Gains and losses arising from change of fair value of investment properties whose follow-up measurement are at fair value Affect upon current gains/losses arising from the one-off adjustment in subject to requirement of laws and rules in relation to taxation and accounting Income from entrusted custody operation Other non-operating income and expenditure except the abovementioned 514,617.77 Other item that satisfied the definition of non-recurring gains and losses Influenced amount of minority shareholders’ equity -565,747.45 Impact on income tax -739,781.26 Total 2,365,433.55 -- Explanation on “Other item that satisfied the definition of non-recurring gains and losses” and defined non-recurring gains and losses as recurring gain/loss according to natures and characteristic of self-operation status Amount involved Item Note (RMB) 7 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 IV. Changes in Share Capital and Particular about Shareholders (I) Changes in share capital 1. Statement of changes in shares √Applicable □Non-applicable Before the Changes Increase/Decrease in the Change (+, -) After the Changes Public Proporti Newly- Bonus reserve-co Proport Amount Others Subtotal Amount on (%) issued shares shares nverted ion (%) shares I. Restricted shares 71,708,575 12.64% 112,858,000 -28,356,281 84,501,719 156,210,294 22.97% 1. State-owned shares 2. State-owned legal 71,658,199 12.63% 36,017,600 -28,363,800 7,653,800 79,311,999 11.66% person’s shares 3. Other domestic shares Including: Domestic legal person’s shares Domestic natural person’s shares 4. Foreign shares 76,840,400 76,840,400 76,840,400 11.3% Including: Foreign legal 76,840,400 76,840,400 76,840,400 11.3% person’s shares Foreign natural person’s shares 5. Senior executives’ 50,376 0.01% 7,519 7,519 57,895 0.01% shares II. Unrestricted shares 495,567,420 87.36% 28,356,281 28,356,281 523,923,701 77.03% 1. RMB Ordinary shares 380,647,420 67.1% 28,356,281 28,356,281 409,003,701 60.14% 2. Domestically listed 114,920,000 20.26% 114,920,000 16.9% foreign shares 3. Overseas listed foreign shares 4. Others III. Total shares 567,275,995 100% 112,858,000 112,858,000 680,133,995 100% Approval of changes in shares (if applicable) On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering of WEIFU HIGH-TECHNOLOGY GROUP CO.,LTD” (ZJXK [2012] No.109), the Company offering no more than 112,858,000 new shares in total. Ownership transfer of changed shares The privately offering of the Company totally issue 112,858,000 shares to two objects Wuxi Industry Development Group Co., Ltd. and ROBERT BOSCH GMBH (German Robert Bosch Co., Ltd.), the shares have completed registration and trusteeship procedures in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on 17 February 2012. The above said shares are listed for trading in Shenzhen Stock Exchange since 29 February 2012 with 36-month restriction; listing date predicted as 1 March 2015 (postpone for non-trading day). Influence from changed shares on latest financial indexes as EPS and net assets per shares (if applicable) Share capital of the Company increase to 680,133,995 shares from 567,275,995 shares. As at end of reporting period, EPS diluted to 0.69 yuan from 0.7867 yuan due to the privately offering; net assets per share increase to 12.11 yuan from 9.49 yuan. Other content necessary to disclosed by the Company or should be disclosed according to requirement from security supervision institution Nil 2. Changes in restricted shares √Applicable □Non-applicable 8 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Restricted Restricted Restricted Shares unlock shares Reasons for Date for Name of shareholders shares in shares at in this year increased in restriction unlock this year year-end this year WUXI INDUSTRY Commitment DEVELOPMENT 71,658,199 -28,363,800 43,294,399 of share merger 2012-4-27 CROUP CO., LTD. reform WUXI INDUSTRY 36 months DEVELOPMENT 36,017,600 36,017,600 restricted trade 2015-3-1 CROUP CO., LTD. period 36 months ROBERT BOSCH 76,840,400 76,840,400 restricted trade 2015-3-1 GMBH period Lock-up shares Senior executives’ 50,376 7,519 57,895 for senior shares executives Lock-up shares Including: Xu Yunfeng 1,500 1,500 for new senior 2012-12-31 executives Lock-up for senior Wang Weiliang 9,505 3,168 12,673 2012-11-23 executive resigned Lock-up for senior Han Jiangming 8,554 2,851 11,405 2012-9-7 executive resigned Total 71,708,575 -28,363,800 112,865,519 156,210,294 -- -- (II) Security offering and listing 1. Security offering in previous three years √applicable □Non-applicable Name of Numbers for Stocks and Offering price The issuing Offering date Listing date listing Dead deal date derivative RMB/Share) numbers authorized securities Stock Privately 2012-02-07 25.395 112,858,000 2012-02-29 112,858,000 offering Convertible corporate bonds, warrant-bond and corporate bond Warrant Explanation of securities offering in previous three years (explaining those bond owes different rate in duration respectively) On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering of WEIFU HIGH-TECHNOLOGY GROUP CO.,LTD” (ZJXK [2012] No.109), the Company offering no more than 112,858,000 new shares in total. The privately offering of the Company totally issue 112,858,000 shares to two objects with offering price of 25.395 yuan per share for 2866.0289 million yuan collected. The above said shares are listed for trading in Shenzhen Stock Exchange since 29 February 2012 with 36-month restriction; listing date predicted as 1 March 2015. 9 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 2. Changes of total shares and structures as well as outcome of asset-liability structures √applicable □Non-applicable (1) New 112,858,000 shares increased after privately offering, share capital of the Company increase to 680,133,995 shares currently from original 567,275,995 shares before offering. (2) After offering, net assets of the Company gains a sharply growth while asset-liability ratio declined correspondingly; quality of the assets improve along with the solvency upgrade, which enhancing the development speed of the Company. 3. Current shares held by internal staffs □applicable √Non-applicable (III) Shareholders and actual controller 1. Total shareholders at period-end Till end of reporting period, total shareholders of the Company amounting to 32,042 2. Shares held by top ten shareholders Particulars about the shares held by the top ten shareholders Proportion Amount of Shares pledged or Nature of Total amount of frozen Shareholders (full name) of shares the restricted shareholders shares held held (%) shares held Share status Amount WUXI INDUSTRY State-owned DEVELOPMENT CROUP 20% 136,039,599 79,311,999 CO., LTD. legal person Foreign legal ROBERT BOSCH GMBH 14% 95,227,600 76,840,400 person China Construction Bank- Domestic Fuguo Tianbo Innovation non-state-own 3.18% 21,600,000 Theme Stock Securities ed legal Investment Fund person Foreign legal GAOLING FUND,L.P. 1.84% 12,502,715 person GUOTAI JUNAN Foreign legal SECURITIES(HONGKONG 1.4% 9,543,714 person ) LIMITED China Construction Bank – Domestic China Advantage Growth non-state-own 1.38% 9,381,079 Stock Securities Investment ed legal Fund person DRAGON BILLION Foreign legal 1.37% 9,298,922 CHINA MASTER FUND person AGRICULTURAL BANK Domestic OF CHINA- Changsheng non-state-own 1.31% 8,942,248 Tongde Theme Growth Stock ed legal Fund person Domestic BOC—Fullgoal Tianyi Value non-state-own 1.14% 7,747,416 Security Investment Fund ed legal person China Merchants Bank Co., Domestic 1.09% 7,418,648 Ltd. –Fullgoal Tianhe Stable non-state-own 10 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Selected Stock Fund ed legal person Explanation of shareholders Particulars about the shares held by the top ten unrestricted shareholders √applicable □Non-applicable Amount of unrestricted Type/amount of shares Shareholders shares held at period-end Type Amount WUXI INDUSTRY DEVELOPMENT CROUP CO., 56,727,600 A-share 56,727,600 LTD. China Construction Bank-Fuguo Tianbo Innovation 21,600,000 A-share 21,600,000 Theme Stock Securities Investment Fund ROBERT BOSCH GMBH 18,387,200 B-share 18,387,200 GAOLING FUND,L.P. 12,502,715 B-share 12,502,715 GUOTAI JUNAN SECURITIES(HONGKONG) 9,543,714 B-share 9,543,714 LIMITED China Construction Bank – China Advantage Growth 9,381,079 A-share 9,381,079 Stock Securities Investment Fund DRAGON BILLION CHINA MASTER FUND 9,298,922 B-share 9,298,922 AGRICULTURAL BANK OF CHINA- Changsheng 8,942,248 A-share 8,942,248 Tongde Theme Growth Stock Fund BOC—Fullgoal Tianyi Value Security Investment Fund 7,747,416 A-share 7,747,416 China Merchants Bank Co., Ltd. –Fullgoal Tianhe 7,418,648 A-share 7,418,648 Stable Selected Stock Fund Explanation on associated relationship among the top ten shareholders or (and) consistent action Among the top ten shareholders, the Company knew there has no associated relationship between Wuxi Industry Development Croup Co., Ltd., the first largest shareholder of the Company, and other shareholders; and they do not belong to the consistent actionist regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Company. Fullgoal Tianbo Innovation Theme Stock Securities Investment Fund, Fullgoal Tianyi Value Securities Investment Fund and Fullgoal Tianhe Stable Selected Securities Investment Fund shares same fund manager – Fullgoal Fund Management Co., Ltd. 3. Controlling shareholders and actual controller (1) Changes of controlling shareholders and actual controller □applicable √Non-applicable (2) Introduction of controlling shareholders and actual controller Whether has new controller or not □Yes √No □Non-applicable State-owned Assets Supervision & Administration Commission Name of actual controller of Wuxi Municipality of Jiangsu Province Type of actual controller regional SASAC Explanation: A shareholder who has the actual holding right to the Company is Wuxi Industry Development Croup Co., Ltd., as well as state-owned sole enterprise, whose legal representative is Mr. Jiang Guoxiong. The said company was founded on5 October 1995, its registered capital was 3,388,673,241.46 yuan, and it was mainly engaged in operations of state-owned asset, investment management of key projects, input and development of manufacturing and service industries, venture investment in transformation of high-tech achievements, entrusted with enterprise and management which are all within the mandate scope. 11 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (3) Block diagram of property rights and controlling relationship between the Company and actual controller State-owned Assets Supervision & Administration Commission of Wuxi Municipality of Jiangsu Province 100% Wuxi Industry Development Croup Co., Ltd. 20% Weifu High-Technology Group Co., Ltd. (4) Actual controller controlling the Company by means of entrust or other assets management □applicable √Non-applicable 4. Other legal person’s shareholders with over ten percent shares held √applicable □Non-applicable Register Date of capital Legal person shares Legal rep. Business scope or management activities Currency foundation (RMB 10,000) Development, manufacture and sales of automotive equipment and engine equipment; engaged in electro-technical, electronic technology, machinery manufacturing and optical system as Heiko Carrie, ROBERT BOSCH GMBH 1886-11-15 well as produce iron, metal and plastic 120,000 EUR Bettina Holzwarth products and similar commodity. The company engaged in vary trading business concerned with its business scope and established relevant company concerned with its business scope As ended as reporting period, 95,227,600 shares (14%) of the Company were held by ROBERT Explanation BOSCH GMBH (German Robert Bosch Co., Ltd.), a second largest shareholder of the Company. (IV) Convertible bonds □applicable √Non-applicable 12 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 V. Directors, Supervisors and Senior Executives (I) Changes of shares held by directors, supervisors and senior executive Whether Amount received Amount Including: Amount of Shares of shares Shares remuneration of shares restricted stock option Reasons Office dated Office dated held at decrease held at from Name Title Sex Age increase in shares held at for from ended period-beg d in this period-end shareholders’ this period held period-end changes in(Share) period (Share) unit or other (Share) (Share) (Share) (Share) related unit or not Chen Xuejun Chairman M 45 2012-03-07 2015-03-06 3,169 3,169 2,376 No Wang Xiaodong Vice Chairman & GM M 46 2012-03-07 2015-03-06 521 521 No Rudolf Maier Vice Chairman M 55 2012-03-07 2015-03-06 Yes Ge Songping Director M 58 2012-03-07 2015-03-06 25,468 25,468 19,101 Yes Hua Wanrong Director F 48 2012-03-07 2015-03-06 Yes Chen Yudong Director M 51 2012-03-07 2015-03-06 Yes Director、Deputy General Manager Ou Jianbin M 46 2012-03-07 2015-03-06 No and financing Charger Du Fangci Independent Director M 68 2012-03-07 2015-03-06 Non-applicable Yu Xiaoli Independent Director F 49 2012-03-07 2015-03-06 Non-applicable Xing Min Independent Director M 58 2012-03-07 2015-03-06 Non-applicable Zhang Hongfa Independent Director M 48 2012-03-07 2015-03-06 Non-applicable Chairman of the Supervisory Shi Xingyuan M 50 2012-03-07 2015-03-06 1,782 1,782 1,336 No Committee Gao Guoyuan Supervisor M 58 2012-03-07 2015-03-06 10,297 10,297 7,722 No Liu Jinjun Supervisor M 37 2012-03-07 2015-03-06 No Miu Yuming Deputy GM M 48 2012-03-07 2015-03-06 Yes Wang Yewei Deputy GM M 56 2012-03-07 2015-03-06 No Xu Yunfeng Deputy GM M 41 2012-03-07 2015-03-06 2,000 2,000 1,500 No Zhou Weixing Secretary of Board M 49 2012-03-07 2015-03-06 2,377 2,377 1,782 No Wang Weiliang Director M 47 2012-03-07 2012-05-23 12,673 12,673 12,673 No Ma Huilan Independent Director F 61 2008-06-12 2012-03-07 Yes Chairman of the Supervisory Han Jiangming M 61 2008-06-12 2012-03-07 11,405 11,405 11,405 No Committee Yang Weiliang Supervisor M 60 2008-06-12 2012-03-07 No Sun Qiangxian Deputy GM F 58 2008-06-12 2012-03-07 No Total -- -- -- -- -- 69,692 69,692 57,895 -- -- 13 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Directors, supervisor and senior executives who awarded equity incentive in report period □applicable √Non-applicable (II) Representation Representation in shareholders’ unit √applicable □Non-applicable Whether received Service Service remuneration from Name Shareholders’ unit Post occupied term term from shareholders’ unit ended or not Executive vice President ROBERT BOSCH GMBH (German Rudolf Maier of technology R&D of 2011-01 Yes Robert Bosch Co., Ltd.) division of Diesel System Wuxi Industry Development Croup Co., Ge Songping Vice research investigator 2011-12 Yes Ltd. Wuxi Industry Development Croup Co., Director of financial Hua Wanrong 2009-06 Yes Ltd. management department Chen Yudong Bosch Investment (China) Co., Ltd. President 2011-01 Yes Miu Yuming Bosch Automotive Diesel System Co., Ltd. Deputy GM 2012-03 Yes Explanation on job occupation in shareholders’ unit Representation in other unit √applicable □Non-applicable Whether received Service term Service term Name other unit Post occupied remuneration from ended from other unit China Association of Automobile Du Fangci Adviser 2012-04 Yes Manufacturers Zhejiang University Power Machinery and Director 2000-01 Yes Vehicular Engineering Institute Zhejiang Yinlun Machinery Co., Ltd. Independent Director 2011-07-21 2014-07-21 Yes Yu Xiaoli Zhejiang Wanliyang Transmission Co., Independent Director 2011-09-01 2014-08-31 Yes Ltd. Zhejiang Bozong Auto Technology Co., Chairman 2008-04 Yes Ltd. China Internal Combustion Engine Deputy President Xing Min 2008-08 Yes Industry Association. and Secretary-General Jiangsu Institute of Certified Public Deputy Secretary Zhang Hongfa 1998-06 Yes Accountants General、standing 14 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 director Jiangsu Hongbao Hardware Co., Ltd. Independent Director 2009-12-10 2012-12-09 Yes Wiscom System Co., Ltd. Independent Director 2010-04-26 2013-04-25 Yes Explanation on job occupation The above four person was the independent director of the Company in other unit (III) Remuneration of directors, supervisors and senior executives The remuneration program of the directors, supervisors and senior Decision-making process for administrators of the Company is based on thepassed by the general meeting remuneration of the directors, of stockholders, which is confirmed and raised by the remuneration and supervisors and senior appraisal committee of the board of directors according to the performance of administrator annual main objectives and indicators, and carried out after approved by the board of directors. Confirming basis for remuneration of the directors, passed by supervisors and senior the general meeting of stockholders administrator Annual remuneration includes annual basic salary and performance pay. The Actual payments for remuneration annual basic salary is determined by post and position, while the performance of the directors, supervisors and pay is directly decided by economic benefits of the Company and provided senior administrator by the performance of annual performance indicators. (IV) Changes of directors, supervisors and senior executives Date of Name Post holding Changes Reasons of changes changes Chen Xuejun Chairman Post-holding 2012-03-07 Board of directors transition Wang Xiaodong Vice Chairman Post-holding 2012-03-07 Board of directors transition Rudolf Maier Vice Chairman Post-holding 2012-03-07 Board of directors transition Ge Songping Director Post-holding 2012-03-07 Board of directors transition Hua Wanrong Director Post-holding 2012-03-07 Board of directors transition Chen Yudong Director Post-holding 2012-03-07 Board of directors transition Ou Jianbin Director Post-holding 2012-05-23 More director required Du Fangci Independent Director Post-holding 2012-03-07 Board of directors transition Yu Xiaoli Independent Director Post-holding 2012-03-07 Board of directors transition Xing Min Independent Director Post-holding 2012-03-07 Board of directors transition Zhang Hongfa Independent Director Post-holding 2012-03-07 Board of directors transition Shi Xingyuan Chief Supervisor Post-holding 2012-03-07 Board of directors transition Gao Guoyuan Supervisor Post-holding 2012-03-07 Board of directors transition Liu Jinjun Supervisor Post-holding 2012-03-07 Supervisory committee transition Wang Xiaodong GM Post-holding 2012-03-07 Engaged by the Board 15 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Standing deputy GM Ou Jianbin and chief financial Post-holding 2012-03-07 Engaged by the Board officer Miu Yuming Deputy GM Post-holding 2012-03-07 Engaged by the Board Wang Yawei Deputy GM Post-holding 2012-03-07 Engaged by the Board Xu Yunfeng Deputy GM Post-holding 2012-03-07 Engaged by the Board Zhou Weixing Secretary of the Board Post-holding 2012-03-07 Engaged by the Board Resigned, serves no senior executive Wang Weiliang Director Resigned 2012-05-23 of the Company Resigned for session transition, serves Ma Huilan Independent Director Resigned 2012-03-07 no senior executive of the Company Resigned for session transition, serves Han Jiangming Supervisor Resigned 2012-03-07 no senior executive of the Company Resigned for session transition, serves Yang Weiliang Supervisor Resigned 2012-03-07 no senior executive of the Company Resigned for session transition, serves Sun Qingxian Deputy GM Resigned 2012-03-07 no senior executive of the Company (V) Staff of the Company Person on-jobs 4,816 Retirement person whose charges undertake by the Company Professional categories Types of professional category Numbers of professional category Production staff 3,274 Salesman 236 Technician 737 Financial staff 85 Administration staff 484 Education background Type of education background Numbers (people) Doctor 3 Master 98 Undergraduate 620 Junior college 933 High School and below 3,162 Explanation of staff 1.410 off-job employees are not including in the above said statements. 2. The payments for the retirees are undertaken by the society endowment insurance. 16 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 VI. Report of the Board (I) Management discussion and analysis In the first half year of 2012, the economic growth of our country has gone through grim domestic and overseas tests, and the economy continues going down; the investments in domestic fixed assets and infrastructures keep slowing down, the domestic auto markets drop evidently, especially the heavy truck markets and engineering machinery markets. In the first half year, the Country has accumulatively produced 9,529,200 automobiles and sold 9,529,200 automobiles, respectively increasing by 4.1% and 2.9% year on year, thereinto the commercial vehicle closely related to the Company accumulatively produced 1,929,900 and sold 1,984,600, respectively dropping by 8.6% and 10.4% year on year; the drop magnitude of heavy commercial vehicle is over 30%, accumulatively produced 343,300 and sold 371,400, respectively dropping by 32 % and 31.65% year on year. Affected by this, the operating income and gross profit ratio of the Company have dropped to some extent. Confronting with the complicated economic situation, the Company centers on key emphasis in work and future development strategy, strengthens the organization efficiency, steadily broadens the international markets, further improves the domestic sales network system; continues to enlarge the research and development input, consolidates the brands and market occupancy ratio for the products. During the report period, the production and management and other businesses of the Company remain stable by the staff’s unremitting endeavors. In the first half year, the Company achieved operating income of 2623 million Yuan, dropping 19.98% year on year, investment income of 160 million Yuan, dropping 45.5% year on yea, net profits of 466 million Yuan belonging to shareholders of listed companies, dropping 30.77% year on year. The difference between the actual operating results of the Company and the profit forecast or operation plan in respect of this reporting period which have been disclosed publicly exceeds 20% (no matter lower or higher) or not: □ Yes √ No □Not applicable Business condition and performance analysis of main subsidiary and joint stock company of the Company ① Nanjing Weifu Jinning Co., Ltd. (The shareholding ratio of the Company is 80%.) mainly manufactures products of diesel fuel injection system(core product is VE dispensing pump), whose registered capital is 346,286,800 Yuan, total assets at the end of report period is 1,142,143,200 Yuan, and the net profit is 102,212,700 Yuan. ② Wuxi Weifu Lida Catalytic Converter Co., Ltd. (The shareholding ratio of the Company is 94.81%) mainly manufactures exhaust purifier and silencer, whose registered capital is 260 million Yuan, total assets at the end of report period is 1,253,210,300 Yuan, and the net profit is 51,004,400 Yuan. ③ Bosch Automotive Diesel Systems Co., Ltd.(The shareholding ratio of the Company and subsidiary is 34%) mainly manufactures products of electronic control diesel system, whose registered capital is 200 million Yuan, total assets at the end of report period is 4,926,822,900 Yuan, and the net profit is 202,429,600 Yuan. ④ Zhong Lian Automotive Electronics Co., Ltd. (The shareholding ratio of the Company is 20%) mainly manufactures products of automotive electronics control system, whose registered capital is 600,620,000 Yuan, total assets at the end of report period is 2,463,022,600 Yuan, and the net profit is 320,217,000 Yuan. All risk factors may cause negative influence on future development strategy and operations objectives of the Company The current economic situation at home and abroad is complicated, the macro-economy of our country is descending, and there is no impetus for the rapid growing of automobile production and marketing in the short run. According to the performance in the first half year, the automobile production and marketing are still in adjustment stage at present, most of all, the sales volume of heavy truck is not as expected, the IV effluent standard can’t be strictly executed, and the technical routes for realizing IV have great changes. So the Company shall pay close attention to all national policies and measures, flexibly adjust the operation strategy, positively expand external markets, effectively allocate internal resources, steadily boost the enterprise internal control standardization construction, and enhance the capability to resist the market risks. Reduce the impact of market demand recession on the Company. 17 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 1. Main business and operations (1)Statement of main business classified according to industries and products Unit: RMB Increase or Increase or Increase or decrease of decrease of decrease of gross Gross Classified according to operating revenue operating cost profit ratio over Operating revenue Operating cost profit industries or products over the last same over the last same the last same ratio (%) period of last year period of last year period of last year (%) (%) (%) According to industries Automobile parts 2,437,884,756.39 1,768,194,868.67 27.47% -18.5% -17.82% -0.59% According to products Automobile 1,926,103,342.74 1,346,473,583.48 30.09% -21.28% -21.05% -0.2% fuel-injection system Induction system 85,367,431.72 60,566,106.97 29.05% 9.6% 32.39% -12.21% Automobile 426,413,981.93 361,155,178.22 15.3% -8.63% -9.81% 1.11% tail-processing system Explanation on main business classified according to industries and products Main business of the Company has no change in reporting period and still belongs to industry of auto parts; mainly engaged in development, manufacture and sales of auto fuel injection system, tail treatment system and engine intake system. Explanation on major changes of gross profit over same period of last year In reporting period, gross profit ratio of engine induction system shows y-o-y down of 12.21%, which mainly due to the serious completion in market and lower price. (2) Main business classified according to areas Unit: RMB Increase/decrease in revenue from Areas Operating revenue operations over the same period of last year (%) Sales domestically 2,274,800,702.10 -20.72% Sales overseas 163,084,054.29 33.78% Introductions to main business by region The domestic sales drops 20.72% year on year, which is mainly caused by the obvious decrease in the commercial vehicle markets, especially the heavy truck markets and engineering machinery markets, the accumulative production of heavy commercial vehicle is 343,300 and the sales volume of heavy commercial vehicle is 371,400, respectively dropping by 32 % and 31.65% year on year. Introductions to composition of the main business During the report period, composition of the main business of the Company has not been changed; its main products are fuel injection system, after treatment system, and engine air intake system. (3) Explanation on reasons of material changes in main operations and its structure 18 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 □Applicable √Non-applicable (4) Explanation on reasons of material changes in profitability (gross profit ratio) of main operations compared with that of last year √Applicable □Non-applicable In reporting period, gross profit ratio of engine induction system shows y-o-y down of 12.21%, which mainly due to the serious completion in market and lower price. (5) Analysis on reasons of material changes in profit structure compared with the previous year □Applicable √Non-applicable (6) Business nature, main products or service as well as net profit for stock jointly enterprises who take over 10% of the net profit □Applicable √Non-applicable At the end of report period, the Company achieved net profits of 446,281,200 Yuan belonging to the patent company, including investment income of 159,986,500 Yuan which is mainly from two joint stock enterprises: ①Bosch Automotive Diesel Systems Co., Ltd. (The shareholding ratio of parent company and subsidiary is 34%) mainly manufactures products of electronic control diesel system, whose net profit at the end of report period is 202,429,600 Yuan. The investment income of the Company calculated by equity method is 63,897,900 Yuan. ②Zhong Lian Automotive Electronics Co., Ltd. (The shareholding ratio of the Company is 20%) mainly manufactures products of automotive electronics control system, whose net profit at the end of report period is 320,217,000 Yuan. The investment income of the Company calculated by equity method is 64,043,400 Yuan. (7) Problems and difficulties in operation Affected by the macro-economic restructure such as government investment deceleration, the commercial vehicle industry starts overall dropping since this year, especially the drop magnitude of heavy commercial vehicle is over 30%, and the production and management of the Company are facing major difficulties: ① The order quantities decrease, and the rate of capacity utilization declines; ②Industry production capacity is over, and the product price is descending; ③Affected by orders, cost for unit product increases and gross profit decreases. The Company shall take positive countermeasures: ①Positively adjust the product structure, give full play to our advantages of complete product specification, multiple varieties and flexible production; ②Strictly control the costs, take target cost as the guiding, positively popularize and apply new processes, new materials and new techniques to reduce the pressure of price dropping; ③Boost the development of new products, especially pay attention to industrialization of four nationwide products, the Company has gained great progress in popularizing diesel after treatment system products and fuel injector system products for key customers. 2. Internal control mechanism related with fair-value measurement √Applicable □Non-applicable Item related with fair-value measurement Unit: RMB Gains/losses of Accumulate Impairment Item At period-begin variation of fair variation of fair accrual in this At period-end value in this period value reckoned period 19 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 into equity financial assets Including: 1.Financial assets measured by fair value and variation of fair value reckoned into current gains/losses Including: Derivative financial assets 2. Finance asset available for sales 77,241,200.00 290,080,000.00 Subtotal finance asset 77,241,200.00 290,080,000.00 Financial liabilities Investment real estate Productive biological asset Other Total 77,241,200.00 290,080,000.00 In two years, fair-value of same or similar items are recognized by valuation technology, is there any material difference between the valuation results? Explain specifically if has differences □ Yes □ No √Non-applicable 3. Foreign currency financial assets and financial liabilities held □Applicable √Non-applicable (II) Investment of the Company 1. General Application of the raised proceeds √Applicable □Non-applicable Unit: RMB00’000 Total fund-raised 285,012.43 Total fund-raised invested in report period 153,118.45 Total accumulative fund-raised invested 153,118.45 Total fund-raised for changes its using purpose in report period 0 Total accumulative fund-raised invested 0 Total fund-raised for changes its using purpose in report period 0 Explanation on using purpose of fund-raised On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering of WEIFU HIGH-TECHNOLOGY GROUP CO., LTD” (ZJXK [2012] No.109), the Company offering no more than 112,858,000 new shares in total. On 10 February 2012, “Capital Verification Report””SGW[2012] No.: B006” issued by Jiangsu Gongzheng Tianye CPA Co., Ltd. stated that: ended as 10 February 2012, totaling 112,858,000 RMB common shares (A stock) offered by Weifu Hi-Tech with fund raising amounting to RMB 2,866,028,910.00 in total; net fund raising amounting to RMB 2,850,124,252.93 after deduction of issuing expenses RMB15,904,657.07. Ended as reporting period, totally RMB1, 531,184,500 raised-funds was invested accumulative. 20 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 2. Commitments on projects of raised funds √Applicable □Non-applicable Unit: RMB00’000 Whether or not Investment Date for Benefits Whether or not Total Total Input in the project has Accumulated progress as at project to reach realized in the Reach the significant Committed investment project and committed investment current changed(includ input as at period-end the condition current projected changes occur application of proceeds investment by after reporting ing change in period-end (2) (%)(3)= for intended reporting benefits or not in availability proceeds adjustment(1) period part) (2)/(1) use period of projects Committed investment project R& D as well as industrialization of WAPS and capacity promotion for No 62,032 18,006.19 18,006.19 29% 2013-10-31 No parts of diesel common rail system Construction of industry zone No 57,750 1,681.15 1,681.15 3% 2013-10-31 No district Industrialization of auto tail-gas No 26,000 4,200.68 4,200.68 16.2% 2012-10-31 No treatment system products Engineering research institution No 5,154 5,154 5,154 100% 2012-12-31 Non-applicable No project Auto power battery material and No 10,000 0% 2014-03-31 No research project of power battery Equity purchasing project No 34,381.5 34,381.5 34,381.5 100% 100.2 Non-applicable No Subtotal of committed investment - 195,317.5 63,423.52 63,423.52 - - - - project Application of proceeds out of expectation 21 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Repayment of bank loans (if any) - - - - - Supplement current capital (if any) - 89,694.93 89,694.93 89,694.93 - - - - Subtotal of application of proceeds - - - - - Total - 285,012.43 153,118.45 153,118.45 - - - - Not meet the scheduled progress or projected benefits, and reasons for that (based on specific project) Explanation on significant changes in availability of projects Amount, purposes and application □ Applicable √ Non-applicable progress of proceeds □ Applicable √ Non-applicable Change of implementation place of □ Occurred during the reporting period □ Occurred in previous years investment projects with proceeds Adjustment to implementation □ Applicable √ Non-applicable method of investment project with □ Occurred during the reporting period □ Occurred in previous years proceeds √Applicable □Non-applicable According to SG W [2012] E No. 1100 issued by Jiangsu notarization, up to 29th, February, 2012, the actual amount of capital invested in the raised funds investment project in advance by the investment project with proceeds Company with self-raised funds is 299.12 million Yuan, including 1. WAPS research & development and industrialization and the capacity of diesel common rail system components and parts promotes for 180.05 million Yuan; 2. The construction projects in industrial park are 16.62 million Yuan; 3. The industrialization project of after treatment system products for automobile exhaust is 28.56 million Yuan; 4. The engineering research institute project is 51.54 million Yuan; 5. The share acquisition project is 22.35 million Yuan. The self-raised fund used for investing in raised projects in advance on 31st, March, 2012 is 299.12 million Yuan. 22 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Temporary supplement of current □Applicable √Non-applicable capital with idle proceeds Amount of proceeds balance when □ Applicable √ Non-applicable implementing projects, and reason for that Purposes and application of Saved in the special account for fund-raised unutilized proceeds Problems found during the application and disclosure of N/A proceeds or other issues 23 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 3. Changes of projects of raised funds □Applicable √Non-applicable 4. Investment on major projects of non-raised funds □Applicable √Non-applicable (III) The modification of Board to the business plan for the second half of the year □Applicable √Non-applicable (IV) Prediction of business performance from January – September 2012 Estimation on 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 on reason □Applicable √Non-applicable (V) Explanation on “Qualified Opinion” from the Certified Public Accountants in the report period by the Board of Directors □Applicable √Non-applicable (VI) Explanation of the Management on changes and disposal of the issues involved in “Qualified Opinion” from the Certified Public Accountants in the last year by the Board of Directors □Applicable √Non-applicable (VII)Stating the discussion results issued by the Board on changes in the Company’s accounting policies and accounting estimates or reasons for material accounting error correction and influences thereof □ Applicable √ Non-applicable (VIII) Determination and implementation of cash dividend policies of the Company 1. To highly value the return for investors and fully protect the legitimate rights and interests of minority investors, the Company formulates the share out bonus program by strictly following . The 2011 annual profit distribution program of the Company has been carried out in July, 2012 after considered by the 2011 annual general meeting of stockholders convoked on 23rd, May, 2012. 2. According to the requirements of issued by China Securities Regulatory Commission, the Company has revised the relevant items (Article 77, 154, 155) of < Articles of association >, which has passed the consideration of the fifth meeting of the seventh board of directors of the Company and the fourth meeting of the seventh board of supervisors of the Company, and has been submitted for approval by the consideration of the seconds interim stockholders' meeting in 2012. The Company shall carry out the profit distribution by strictly following the rules in articles of association and resolution of stockholders' meeting, the standards and proportion of share out bonus are clear and distinct, relevant decision-making process and mechanism are complete, the independent directors fulfill their duties and play their due roles, minority shareholders have the chance to fully express opinions and appeals, whose legitimate rights and interests can be completely maintained. (IX) Plan of profit distribution or capital reserve capitalizing □Applicable √Non-applicable 24 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (X) Positive retained profit accumulated at end of 2011 without cash distribution carried out □Applicable √Non-applicable (XI) Other events disclosed Special introduction and independent opinions of independent directors to fund occupation and external guarantee of the Company’s related party According to the essence of (No. [2003]56) and (No. [2005]120) issued by China Securities Regulatory Commission, and base on the principle of seeking truth from facts, we have seriously learned and prudently checked the fund occupation of related party and external guarantee of the Company, we think that: 1. The Company’s financial regulations are complete, which ensure there is no non-operating capital occupation of listed company by controlling shareholder or related party, or capital occupation of listed company by unfair related transaction; there is no situation of paying salary, related party, insurance, advertisement expenses and costs, or other expenses for controlling shareholder and other related party. 2. During the report period, the Company didn’t provide guarantee for controlling shareholder or other related party, controlling shareholder and other related party didn’t force the Company to provide guarantee, and the Company didn’t provide guarantee for the subsidiary. (XII) Liabilities, credit changes and cash arrangement for debt paying in later year (Only applies to listed company with corporate convertible bonds offered) □Applicable √Non-applicable 25 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 VII. Significant Event (I)Corporate governance During the report period, the Company has thoroughly carried out < Fundamental norms of enterprise internal control> and its guide, constantly improve the corporate governance structure and internal control system, standardize the operation of the company by strictly following < Company act >, , < Stock listing rules of Shenzhen Stock Exchange >, and , so there is no difference between the real management and requirements of relevant documents issued by China Securities Regulatory Commission. 1. The stockholders' meeting: the Company convokes the stockholders' meeting in strict accordance with the requirements of < Company act >, , < Stock listing rules of Shenzhen Stock Exchange >, < Articles of association >, and < Rules of procedure of shareholders meeting>, adopts the voting ways of combining on-the-spot meeting with network voting, invites lawyers to attend, seriously makes meeting minutes so as to ensure all shareholders, especially the minority shareholders, have equal standing and can fully perform their own rights. 2. The relationship of controlling shareholder and the Company: the personnel, assets and finance of controlling shareholder and the Company are separated, organization and business are independent. The board of directors, board of supervisors and administration operate independently. The controlling shareholder can’t directly or indirectly intervene in decision-making and operating activities of the Company by overstepping stockholders' meeting, nor occupy the non-operating funds of the Company. 3. The board of directors: directors of the Company can seriously perform duties of fidelity and diligence, get familiar with relevant laws and regulations, get to know the rights, duties and responsibilities of the directors in accordance with the requirements of < Stock listing rules of Shenzhen Stock Exchange >, < Articles of association >, and . There are 11 members of the board of directors in the Company, 4 independent directors, independent directors’ account for a third of the board, and the number and personnel composition of the board meet the demands of laws and regulations. 4. Duty execution of independent directors: the independent director of the Company can fulfill their duties by strictly following < Articles of association >, , and . The independent director positively attend the board meeting and stockholders' meeting, actively get to know and get the situation and information needed for decision-making before the meeting; seriously consider all bills at the meeting, positively take part in and discuss and make suggestions; seriously deliver independent opinions, practically maintain the benefits for the Company and shareholders, especially the minority shareholders. The independent director has no objection to the concerning issues of the Company. 5. The board of supervisors: the board of supervisors can earnestly perform the supervision function by strictly following , < Articles of association >, and . The board of supervisors has three members at present, including 2 staff representative supervisors and occupies one third members of board of supervisors. The number and staff composition of board of supervisors meet the requirements of laws and regulations; the board of supervisors of the Company seriously perform duties, whose standing orders are legitimate and standard, and operation is effective, supervise the legality and compliance for duty execution of directors and senior management by law, constant pay attention to information disclosure of the Company, make opinions on legitimate operation of the Company, financial condition, use 26 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 condition of raised funds, fairness of related transaction, and objectivity and authenticity of audit report presented by the accounting firm, and make audit opinions on the periodic report of the Company. 6. Information disclosure and investor relations management: the Company can truly, correctly, completely, timely and fairly disclose relevant information, feasibly manage the investor relations and promote the benign communications between the company and investors by strictly following , , < Articles of association >, , < Management system for inside information and insider>, , and < Management system for investor relations >. 7. Related transaction: the independent directors make independent opinions on the occurred related transaction; and the board of supervisors of the Company has inspected and supervised the occurred related transaction. The related transaction of the Company is fair and reasonable, decision-making process is legitimate, pricing basis is objective, transaction price is just, there is no damage to benefits of the Company and the shareholders, especially the minority shareholders, and all major transactions have concluded and signed contracts. 8. Internal control: the Company thoroughly implements and carries out < Fundamental norms of enterprise internal control> and its guide, develops internal control system in both company home office and major subsidiaries, starts from promoting control and management level, optimizes working process, improves internal control system, and distinguish and control operating risks. During the report period, the Company has formulated , please refer to announcement published on http://www.cninfo.com.cn on 31st, March, 2012 for details. (II) Implementation of profit distribution plan, capital reserve capitalizing or shares offering that plan out previously and carry out in this reporting period √Applicable □Non-applicable The profit distribution plan for year of 2011 was completed in July 2012, distributed cash dividend RMB 3 (tax included) for every 10 shares held. (III)Material lawsuits and arbitrations □Applicable √Non-applicable No material lawsuits and arbitrations occurred in this period (IV) Related event of bankruptcy reorganization □Applicable √Non-applicable (V) Equity of other listed company and stock jointly financial enterprise held by the Company 1. Security investment □Applicable √Non-applicable Explanation on security investment 2. Equity of other listed company held by the Company √Applicable □Non-applicable 27 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Ratio of Gains and Changes of Initial equity in losses Stock Ending book owners’ equity Accounting Share Stock Code investment cost this during Name value (RMB) in report item resources (RMB) company report period period (RMB) (%) (RMB) Financial assets 600841 SDEC 199,208,000.00 2.72% 290,080,000.00 740,000.00 77,241,200.00 Subscribe available for sale Total 199,208,000.00 -- 290,080,000.00 740,000.00 77,241,200.00 -- -- Explanation on equity of other listed company held by the Company The 23rd meeting of the sixth board of directors of the Company discussed to participate in subscription of SDEC non-public issuing stock A, subscribe SDEC non-public issuing stock of 14.80 million shares by 13.46 Yuan per share, occupying 2.72% of total stock. The Company promised not to transfer within 12 months after this subscription, the restricted stock trade period is from 23rd, March, 2012 to 22nd, March, 2013. SDEC implemented 2011 annual profit distribution and capitalization of capital reserves program on 4th, June, 2012 (Assign cash 0.50 Yuan per 10 shares, every 10 shares increase by 6 shares after transferring). The Company holds 23.68 million shares of SDEC at the end of report period. 3. Equity of non-listed financial enterprise held by the Company √Applicable □Non-applicable Gains and Changes of losses Initial Amount Ratio of Ratio of equity owners’ during Accounting Share Name investment cost held equity in this in this company equity in report item resources (RMB) (Share) company (%) (%) report period period (RMB) (RMB) Long-term Guolian 12,000,000.00 18,000,000 1.2% 12,000,000.00 equity Subscribe Securities investment Nanjing Hengtai Long-term Insurance 1,000,000.00 1,000,000 1.85% 1,000,000.00 equity Subscribe Brokers Co., investment Ltd. Jiangsu Huifeng Long-term Insurance 500,000.00 500,000 10% 500,000.00 equity Subscribe Agency Co., investment Ltd. Total 13,500,000.00 19,500,000 -- 13,500,000.00 -- -- Explanation on equity of non-listed financial enterprise held by the Company 28 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 4. Buying and selling shares of other listed company □Applicable √Non-applicable Explanation on shares dealing of other listed company (VI) Assets transaction 29 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 1. Assets purchased or acquired √Applicable □Non-applicable Net profit Net profit contribute to contribute to the listed the listed The company company proportion of Related between the between the Whether the net profit of Whether the relation with Date for Transaction Transaction purchase date beginning Whether it involving the asset Acquired or asset property transaction disclosing Counterparty price (10 to the end of period to the is related Asset pricing creditor’s right contribute to swapped-in Purchase date right is counterparty first or final thousand report end of transaction principle and debt are listed asset completely (for circs of temporary controller yuan) period(10 report(10 or not completed company transferred related announcement thousand thousand transferred accounting for transaction) yuan) (for the yuan) (for the total profit enterprise the enterprise (%) merger under merger under same control) same control) Holds 1.5% Wuxi Industry equity of Development Assessment Largest Bosch Diesel 2012-04-26 20,628.9 Yes Yes Non-applicable 0.11% 2010-12-08 Group Co., price shareholder System Co., Ltd. Ltd. ROBERT Holds 1 % BOSCH equity of GMBH Assessment Second largest Bosch Diesel 2012-06-20 13,752.6 Yes Yes Non-applicable 0.075% 2010-12-08 (German price shareholder System Co., Robert Bosch Ltd. Co., Ltd.) 30 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Explanation on assets purchase Passing the consideration of the second interim stockholders' meeting of 2010 on 24th, December, 2010, the Company privately issued stock to Wuxi Industry Development Group Co., Ltd. and ROBERT BOSCH GMBH. On 21st, January, 2012, China Securities Regulatory Commission has issued (No. [2012]109), which authorizes the non-public stock issuing cannot be more than 112,858,000 new shares. One of the raised fund projects of this private placement is to use the raised funds of 343,815,000 Yuan to purchase 1.5% stock rights of Bosch Automotive Diesel Systems Co., Ltd. held by Wuxi Industry Development Group Co., Ltd. and 1% stock rights of Bosch Automotive Diesel Systems Co., Ltd. held by ROBERT BOSCH GMBH. 2. Assets sold □Applicable √Non-applicable Explanation on assets sold 3. Assets replacement □Applicable √Non-applicable Explanation on assets replacement 31 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 4. Business combination □Applicable √Non-applicable 5. Progress of the events and their influence on the Company’s operating results and financial status in the report period after the Report on Assets Restructure or Public Notice on Acquisition and Sales of Assets being published □Applicable √Non-applicable (VII) Explanation on shareholding increase proposed or implemented by largest shareholder of the Company and its persons acting in concert in reporting period √Applicable □Non-applicable On 21st, January, 2012, China Securities Regulatory Commission has issued (No. [2012]109), which authorizes the non-public stock issuing cannot be more than 112,858,000 new shares. This private placement of the Company totally issues 112,858,000 shares to 2 purchasers, thereinto the major shareholder, Wuxi Industry Development Group Co., Ltd., increases to 36,017,600 shares, overseas strategic investor, ROBERT BOSCH GMBH, increases to 76,840,400 shares. Above stock is listed in Shenzhen Stock Exchange since 29th, February, 2012, the restricted stock trade period is 36 months, and the predicted circulation time is 1st, March, 2015 (Put off if it is not trading day) (VIII) Implementation and its influence of equity incentive □Applicable √Non-applicable (IX) Significant related transaction 32 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 1. Related transaction related to daily operation √Applicable □Non-applicable Reasons of major Related Related Proportion in Content of Clearing form Influence of Market difference Type of related Pricing transaction transaction similar Related party Relationship related for related profit of the price(10 between transaction principle price (10 amount (10 transactions transaction transaction Company thousand yuan) trading price thousand yuan) thousand yuan) (%) and market reference price Wuxi Weifu Sales of Precision Affiliated products and Sales of Appointed by Machinery Market price 842.51 842.51 0.32% Non-applicable company labor service commodity contract Manufacturing provided Co., Ltd. Affiliated company , Bosch controlling Sales of Automobile subsidiary of products and Sales of Appointed by Market price 13,799.09 13,799.09 5.26% Non-applicable Diesel System ROBERT labor service commodity contract Co., Ltd. BOSCH provided GMBH(Germa n Bosch) Wuxi Weifu Sales of Affiliated Environment products and Sales of Appointed by company of Market price 311.37 311.37 0.12% Non-applicable Catalyst labor service commodity contract Weifu Lida Co.,Ltd. provided Weifu Autocam Sales of Sales of Appointed by Precision Joint-venture products and Market price 173.92 173.92 0.07% Non-applicable commodity contract Machinery Co., labor service 33 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Ltd. provided ROBERT Sales of BOSCH Shareholder of products and Sales of Appointed by Market price 760.08 760.08 0.29% Non-applicable GMBH(Germa the Company labor service commodity contract n Bosch) provided Controlling ROBERT subsidiary of Sales of BOSCH ROBERT products and Sales of Appointed by Market price 52.62 52.62 0.02% Non-applicable Ltda.( Brazil BOSCH labor service commodity contract Bosch) GMBH(Germa provided n Bosch) Wuxi Weifu Purchase of Precision goods and labor Affiliated force received Purchase of Appointed by Machinery Market price 4,333.77 4,333.77 2.57% Non-applicable company goods contract Manufacturing Co., Ltd. Affiliated company , Bosch Controlling Automobile subsidiary of Purchase of Purchase of Appointed by Market price 9,083.37 9,083.37 5.38% Non-applicable Diesel System ROBERT goods and labor goods contract Co., Ltd. BOSCH force received GMBH(Germa n Bosch) Wuxi Weifu Purchase of Appointed by Environment Joint-venture Purchase of Market price 30,360.75 30,360.75 17.97% Non-applicable goods contract Catalyst goods and labor 34 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Co.,Ltd. force received Weifu Autocam Purchase of Precision Purchase of Appointed by Joint-venture goods and labor Market price 476.33 476.33 0.28% Non-applicable Machinery Co., goods contract force received Ltd. ROBERT BOSCH Second largest Purchase of Purchase of Appointed by Market price 2,389.58 2,389.58 1.41% Non-applicable GMBH(Germa shareholder goods and labor goods contract n Bosch) force received Controlling ROBERT subsidiary of BOSCH ROBERT Purchase of Purchase of Appointed by Market price 136.46 136.46 0.08% Non-applicable Ltd.( Brazil BOSCH goods and labor parts contract Bosch) GMBH(Germa force received n Bosch) Controlling subsidiary of BOSCH Purchase of ROBERT Purchase of Appointed by Corporation(Ja goods and labor Market price 106.06 106.06 0.06% Non-applicable BOSCH goods contract pan Bosch) force received GMBH(Germa n Bosch) Total -- -- 62,825.91 -- -- -- -- Total Necessity and sustainable of related transaction as well as reasons Above-mentioned related transactions are relevant to current production and operation of the Company, the board of directors of the Company shall practically maintain the rights and interests of the Company and investors, of related transaction with related parties(not with other marketing ensure the pricing of above-mentioned related transactions is fair, the paying and collection terms are reasonable, dealers) and there is no damages to benefits of listed companies. 35 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Influence on independence of listed company from related No influence on independence of the Company transaction Dependence on related parties by Company as well as relevant N/A solutions (If applicable) Actual implementation of those amount that predicted in this Total related transaction amount not exceed the budget approved in shareholders’ general meeting; the related routine transaction period by category for daily related transaction disclosed at year-begin amounting as 2,273,500,000 yuan. Explanation on related transactions N/A Related transactions concerned with routine operations Sales of products and labor service provided to related party Purchase of goods and labor force received from related party Related party Proportion in similar transactions Proportion in similar transactions Trading amount(10 thousand yuan) Trading amount(10 thousand yuan) amount (%) amount (%) Wuxi Weifu Precision Machinery 842.51 0.32% 4,333.77 2.57% Manufacturing Co., Ltd. Bosch Automobile Diesel System Co., Ltd. 13,799.09 5.26% 9,083.37 5.38% Wuxi Weifu Environment Catalyst Co.,Ltd. 311.37 0.12% 30,360.75 17.97% Weifu Autocam Precision Machinery Co., 173.92 0.07% 476.33 0.28% Ltd. ROBERT BOSCH GMBH(German Bosch) 760.08 0.29% 2,389.58 1.41% ROBERT BOSCH Ltd.( Brazil Bosch) 52.62 0.02% 136.46 0.08% BOSCH Corporation(Japan Bosch) 106.06 0.06% Total 15,939.59 6.08% 46,886.32 27.75% Including: related transaction 0 yuan generated from the commodity sales or labor service offering to controlling shareholder and its subsidiary from the Company 36 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 2. Related transaction incurred by purchase or sales of assets √Applicable □Non-applicable Reasons of Assessment Book value major difference Income value of Market fair Transfer Clearing of assets between transfer Influence on business from assets Related Type of Content of Pricing assets value (10 price (10 form for Relationship related related transfer (10 price and book result and financial transfer (10 parties transaction transaction principle transfer (10 thousand thousand related thousand value or status thousand thousand yuan) yuan) transaction yuan) assessment yuan) yuan) value Firstly solved the related investment with Income Industry Group; Holds 1.5% approach is Wuxi Industry secondly by higher more equity of predicted value Development First largest Equity Assessment Based on equity ratio in RBCD, Bosch Diesel 4,373.28 20,628.9 20,628.9 20,628.9 of the enterprise 60.12 Group Co., shareholder purchased price agreement strengthen cooperation System Co., based on Ltd. with RBCD, promoted Ltd. profitability of the stable development the company of the Company as well as the profitability Income By higher more equity ROBERT Holds 1 % approach is ratio in RBCD, BOSCH Second equity of predicted value strengthen cooperation GMBH Equity Assessment Based on largest Bosch Diesel 2,915.52 13,752.6 13,752.6 13,752.6 of the enterprise with RBCD, promoted 40.08 (German purchased price agreement shareholder System Co., based on the stable development Robert Bosch Ltd. profitability of of the Company as well Co., Ltd.) the company as the profitability 37 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Explanation on related transaction resulted from asset purchase and sales Passing the consideration of the second interim stockholders' meeting of 2010 on 24th, December, 2010, the Company privately issued stock to Wuxi Industry Development Group Co., Ltd. and ROBERT BOSCH GMBH. On 21st, January, 2012, China Securities Regulatory Commission has issued (No. [2012]109), which authorizes the non-public stock issuing cannot be more than 112,858,000 new shares. One of the raised fund projects of this private placement is to use the raised funds of 343,815,000 Yuan to purchase 1.5% stock rights of Bosch Automotive Diesel Systems Co., Ltd. held by Wuxi Industry Development Group Co., Ltd. and 1% stock rights of Bosch Automotive Diesel Systems Co., Ltd. held by ROBERT BOSCH GMBH. 3. Significant related transaction from jointly investment outside □Applicable √Non-applicable 4. Current related liabilities and debts √Applicable □Non-applicable Weather there is non-operational current related liabilities and debts √ yes □ no Funds offered to related parties (RMB0’000) Funds offer to listed company by related parties(RMB0’000) Related parties Relationship Balance at Occurred Amount Balance at Interest Interest Balance at Occurred Amount Balance at Interest Interest period-begin amount paid period-end earned cost period-begin amount paid period-end earned cost non-operational Weifu Lida Holding subsidiaries 15,391.52 2,500 3,800 14,091.52 Wholly owned Weifu Mashan 9,300 5,967 3,333 subsidiary Wholly owned Weifu Chang’an 3,200 3,000 1,769 4,431 subsidiary Weifu Schmidt Holding subsidiaries 900 300 1,200 24.4 Total 28,791.52 5,800 11,536 23,055.52 24.4 operational 38 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Sub-total Total Funds offered to controlling shareholders and its subsidiary by the 0 Company in report period (RMB0’000) Including: Non-operating amount(RMB0’000) 0 Balance of funds offered to controlling shareholders and its 0 subsidiary by the Company (RMB0’000) Including: Non-operating balance(RMB0’000) 0 Reasons of related liabilities and debts Capital unified-borrowing and unified-lending in Group’s consolidation range Liquidation of related liabilities and debts Commitments concerned with related liabilities and debts Nil Influence on business performance and financial status of the Nil Company from related liabilities and debts Fund occupation and progress of paying off □Applicable √Non-applicable Till end of reporting period, accountability plan proposed by the Board for completed no non-operational fund occupation from listed company □Applicable √Non-applicable 39 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 5. Other significant related transaction Unit: RMB Item Related parties January-June January-June 2012 2011 Fixed assets purchased Bosch Diesel System Co., Ltd. -- 59,615.38 Sales of fixed assts Weifu Precision Machinery Manufacture Co., -- 149,038.46 Ltd. Use right of land and Wuxi Industry Development Group Co., Ltd. 4,286,546.16 5,149,460.20 trademark payable Technology service charge BOSCH Corporation(Japan Bosch) 370,980.92 -- payable Technology service charge ROBERT BOSCH GMBH(German Bosch) 9,635,945.94 -- payable Maintainance charge paid ROBERT BOSCH GMBH(German Bosch) 32,318.44 -- (X) Significant contracts and its implementation 1. Profits earned from trusteeship, contract and lease reached over 10% (10% included) of total profit in this period (1) Trusteeship □Applicable √Non-applicable (2) Contract □Applicable √Non-applicable (3) Lease □Applicable √Non-applicable 2. Guarantees □Applicable √Non-applicable 3. Trust financing □Applicable √Non-applicable 4. Implementation of material contracts entered into during the normal operation 5. Other significant contract □Applicable √Non-applicable (XI) Explanation on corporate bonds offering □Applicable √Non-applicable 40 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (XII) Implementation of commitments 1. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period. √Applicable □Non-applicable Commitment Commitment Commitment event Promisee Content of commitment Implementation time period Non-circulating shares of Weifu Hi-tech held by Weifu Group could not listed or transferred within 60 months since possessing of listing right. After the expiry of the commitment period, original non-circulating shares would be listed for The commitment sale in Shenzhen Stock Exchange, the Wuxi Industry was being fulfilled proportion of sales volume to total share Share Merger Reform Development 2006-04-05 without equity of Weifu Hi-tech could not exceed Group Co., Ltd. holdings-reducing 5% within 12 months as well as 10% shares. within 24 months, and sales price ought not to less than RMB 10 per share (the lowest impairment price of shares holding would be calculated ex-right at the same time if share price ought to ex-right according to regulation). Commitments in report of acquisition or equity change Commitments in assets replacement The privately offering of the Company Wuxi Industry totally issue 112,858,000 A-shares to Development largest shareholder Wuxi Industry Group Commitments made Group Co., Ltd. and foreign strategy investor ROBERT Implementing in issuing and ROBERT BOSCH GMBH. The above said shares BOSCH are listed for trading in Shenzhen Stock GMBH Exchange since 29 February 2012 with 36-month restriction In order to promote the listed company’s steady and healthy development, fully The commitment mobilize senior executives so as to ensure of arrange for to combine the interests of the governance excitation and shareholders of the Company, Weifu mechanism is Other commitments Wuxi Industry Industry Group committed: after Weifu being for medium and small Development High-tech finishing Share Merger 2006-04-05 implemented, and shareholders Group Co., Ltd. Reform, under related regulations of the would be state and Wuxi government in terms of performed since governance encouragement system of related policy is listed company, the Group would the released. stock incentive plan for management level of Weifu High-tech. Completed on time or √ Yes □ No □Non-applicable not Detail reasons for un-complement and further plan Whether made a promise to horizontal competition and □ Yes √ No □ Non-applicable related transactions that resulted or not Solution term promised Solution way Complementation 41 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 2. Explanation on assets or projects that reached the original profit forecast as well as its reasons while the reporting period still in forecast period, and there are profit forecast on assets or projects of the Company □Applicable √Non-applicable (XIII) Items of other consolidated income Unit: RMB Items This period Last period 1. Gains(losses) from financial assets available for sales 90,872,000.00 0.00 Less: Income tax influences from financial assets available for sales 13,630,800.00 Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 77,241,200.00 0.00 2. Shares in the other consolidated income of the investee calculated based on equity method Less: Income tax influences of shares in the other consolidated income of the investee calculated based on equity method Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 3. Gains(losses) from cash flow hedge instrument Less: Income tax influences from cash flow hedge Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Adjusted amount transferred to initial confirmed amount of the arbitraged items Subtotal 4. Differences from translating foreign currency financial statements Less: Net amount of disposing overseas business transferred to current gains/losses Subtotal 5. Others Less: Income tax influences by others reckoned into other consolidated income Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal Total 77,241,200.00 0.00 42 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (XIV)Registration form of receiving research, communication and interview in the report period Content discussed and Date Place Way Type Object documents provided Conference room Analysis of market for 2012-03-02 Field research Agency Merchants Securities of the Company year of 2012 Conference room CITIC Securities、Ping Analysis of market for 2012-03-07 Field research Agency of the Company An Securities year of 2012 Conference room Guotai Junan Analysis of market for 2012-05- 13 Field research Agency of the Company Securities year of 2012 Conference room CITIC Securities、Ping Analysis of market for 2012-05-23 Field research Agency of the Company An Securities year of 2012 (XV) Engagement and non-reappointment of CPA Whether the semi-annual report was audited or not □ Yes √ No □ Non-applicable Whether to hire an accounting firm □ Yes √ No □ Non-applicable (XVI) Punishment and rectification for listed company and its directors, supervisor, senior executives, shareholders of the Company, actual controller and purchasers □Applicable √Non-applicable (XVII) Explanation on other significant events √Applicable □Non-applicable Nil (XVIII) Major changes of profitability of turn debt guarantor, assets status and credit standings (Only applies to listed company with corporate convertible bonds offered) □Applicable √Non-applicable (XIX) Index for information disclosure Published newspaper name and Published website Items Publish date layout and searching route Commerce Department’s approval for C24 of Securities Times, A6 of ROBERT BOSCH GMBH 13th, January, China Securities Journal, and A16 www.cninfo.com.cn strategically investing in Wuxi Weifu 2012 of HK Commercial Daily High-technology Co., Ltd. Announcement about receiving approval of China Securities D21 of Securities Times, A20 of 1st, February, Regulatory Commission for China Securities Journal, and A19 2012 www.cninfo.com.cn non-public issue of stock of the of HK Commercial Daily Company Resolution announcement of the 22nd D16 of Securities Times, B12 of 16th, February, meeting of the sixth board of China Securities Journal, and A8 www.cninfo.com.cn 2012 directors of HK Commercial Daily The statement of independent director D16 of Securities Times, B12 of 16th, February, www.cninfo.com.cn 43 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 nominator China Securities Journal, and A8 2012 of HK Commercial Daily Announcement about offering D16 of Securities Times, B12 of 16th, February, related-party guarantee for joint stock China Securities Journal, and A8 www.cninfo.com.cn 2012 company of HK Commercial Daily Notice about convoking the first D16 of Securities Times, B12 of 16th, February, interim general meeting of China Securities Journal, and A9 www.cninfo.com.cn 2012 stockholders of 2012 of HK Commercial Daily th Resolution announcement of the 13 D16 of Securities Times, B12 of 16th, February, meeting of the sixth board of China Securities Journal, and A9 www.cninfo.com.cn 2012 supervisors of HK Commercial Daily Announcement about voting staff D16 of Securities Times, B12 of 16th, February, representative supervisors at the China Securities Journal, and A9 www.cninfo.com.cn 2012 seventh board of supervisors of HK Commercial Daily Summary of release situation about D5 of Securities Times, A33 of 28th, February, non-public issuing stock and listing China Securities Journal, and A19 www.cninfo.com.cn 2012 announcement of HK Commercial Daily Suggestive announcement about D5 of Securities Times, A33 of convoking the first interim general China Securities Journal, and A19 28th, February, www.cninfo.com.cn meeting of stockholders of 2012 of HK Commercial Daily 2012 Resolution announcement about the D12 of Securities Times, B22 of first interim general meeting of China Securities Journal, and A26 www.cninfo.com.cn 8th, March, 2012 stockholders of 2012 of HK Commercial Daily Resolution announcement about the D12 of Securities Times, B22 of first meeting of seventh board of China Securities Journal, and A26 www.cninfo.com.cn 8th, March, 2012 directors of HK Commercial Daily Resolution announcement about the D12 of Securities Times, B22 of first meeting of seventh board of China Securities Journal, and A26 www.cninfo.com.cn 8th, March, 2012 supervisors of HK Commercial Daily Announcement about signing D28 of Securities Times, B3 of tripartite supervision agreement for China Securities Journal, and A27 15th, March, 2012 www.cninfo.com.cn raising funds of HK Commercial Daily D37 of Securities Times, B5 of Announcement about investments China Securities Journal, and A9 www.cninfo.com.cn abroad 24th, March, 2012 of HK Commercial Daily B4 of Securities Times, B4 of Resolution announcement about the China Securities Journal, and A17 www.cninfo.com.cn board of directors 31st, March, 2012 of HK Commercial Daily Resolution announcement about the D41 of Securities Times, B51 of second meeting of seventh board of China Securities Journal, and A19 6th, April, 2012 www.cninfo.com.cn directors of HK Commercial Daily Resolution announcement about the D41 of Securities Times, B51 of second meeting of seventh board of China Securities Journal, and A19 6th, April, 2012 www.cninfo.com.cn supervisors of HK Commercial Daily Announcement about displacing the D41 of Securities Times, B51 of self-raised funds invested in the China Securities Journal, and A19 6th, April, 2012 www.cninfo.com.cn raised projects in advance with of HK Commercial Daily collected funds Resolution announcement about the D70 of Securities Times, B71 of third meeting of seventh board of China Securities Journal, and A24 18th, April, 2012 www.cninfo.com.cn directors of HK Commercial Daily Resolution announcement about the D70 of Securities Times, B71 of third meeting of seventh board of 18th, April, 2012 www.cninfo.com.cn China Securities Journal, and A25 supervisors of HK Commercial Daily Annul report summary 2011 18th, April, 2012 www.cninfo.com.cn 44 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 D69 of Securities Times, B71 of China Securities Journal, and A26 of HK Commercial Daily D69 of Securities Times, B71 of Announcement about tendering China Securities Journal, and A24 18th, April, 2012 www.cninfo.com.cn guarantee for others of HK Commercial Daily D69 of Securities Times, B71 of Announcement about predicting daily China Securities Journal, and A25 18th, April, 2012 www.cninfo.com.cn related transaction in 2012 of HK Commercial Daily D69 of Securities Times, B71 of Quarterly report of the first quarter of China Securities Journal, and A26 18th, April, 2012 www.cninfo.com.cn 2012 of HK Commercial Daily D69 of Securities Times, B71 of Notice about convoking the general China Securities Journal, and A26 18th, April, 2012 www.cninfo.com.cn meeting of stockholders of 2011 of HK Commercial Daily Suggestive announcement about easing the restrictions on the D17 of Securities Times, B12 of 26th, April, 2012 www.cninfo.com.cn share-reform China Securities Journal, and A10 restricted shares of HK Commercial Daily Suggestive announcement about D17 of Securities Times, B14 of convoking the general meeting of China Securities Journal, and A12 15th, May, 2012 www.cninfo.com.cn stockholders of 2011 of HK Commercial Daily Resolution announcement about the D20 of Securities Times, A36 of general meeting of stockholders of China Securities Journal, and A4 24th, May, 2012 www.cninfo.com.cn 2011 of HK Commercial Daily Resolution announcement about the D13 of Securities Times, B24 of fourth meeting of seventh board of China Securities Journal, and A4 19th, June, 2012 www.cninfo.com.cn directors of HK Commercial Daily Announcement about trust D13 of Securities Times, B24 of management to the self-owned idle China Securities Journal, and A4 19th, June, 2012 www.cninfo.com.cn fund of HK Commercial Daily 45 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 VIII. Financial Report (I) Auditing statement Audited the semi-annual report or not □ Yes √No □Non-applicable (II) Financial statement Whether consolidated statement or not: √Yes □No □Non-applicable Unless otherwise, currency for this statement refers to RMB (Yuan) Currency used in note of financial statement is RMB (Yuan) 1. Consolidated Balance Sheet Prepared by Weifu High-Technology Group Co., Ltd Unit: RMB Balance at Balance at Items Note period-end period-begin Current assets: Monetary funds 3,036,948,091.15 855,053,599.38 Settlement provisions Capital lent Transaction finance asset Notes receivable 1,336,149,142.95 1,227,018,757.27 Accounts receivable 1,052,438,087.17 1,167,123,155.04 Accounts paid in advance 113,541,051.42 183,407,859.04 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable 740,000.00 0.00 Other receivables 10,975,797.72 11,983,410.88 Purchase restituted finance asset Inventories 811,404,440.82 883,582,090.78 Non-current asset due within one year Other current assets 9,803,860.80 10,235,025.21 Total current assets 6,372,000,472.03 4,338,403,897.60 Non-current assets: 46 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Granted loans and advances Finance asset available for sales 290,080,000.00 0.00 Held-to-maturity investment 0.00 0.00 Long-term account receivable 0.00 0.00 Long-term equity investment 2,287,831,997.97 1,786,481,972.85 Investment real estate 4,116,770.30 4,352,211.86 Fixed assets 1,400,625,225.46 1,357,509,509.59 Construction in progress 84,868,101.03 98,288,407.69 Engineering material 0.00 0.00 Disposal of fixed asset 0.00 0.00 Productive biological asset 0.00 0.00 Oil and gas asset 0.00 0.00 Intangible assets 246,367,172.82 249,921,186.58 Expense on Research and Development 0.00 0.00 Goodwill 1,784,086.79 1,784,086.79 Long-term expenses to be apportioned 11,875,475.93 9,144,280.20 Deferred income tax asset 81,732,075.68 83,331,883.03 Other non-current asset 0.00 0.00 Total non-current asset 4,409,280,905.98 3,590,813,538.59 Total assets 10,781,281,378.01 7,929,217,436.19 Current liabilities: Short-term loans 0.00 495,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 227,474,550.12 164,301,719.94 Accounts payable 1,222,229,280.36 1,297,893,239.74 Accounts received in advance 64,035,048.36 55,289,941.25 Selling financial asset of repurchase Commission charge and commission payable Wage payable 270,055,026.21 278,771,987.97 Taxes payable 20,898,677.32 77,737,123.74 Interest payable 150,000.00 930,000.00 47 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Dividend payable 228,689,028.10 3,444,762.15 Other accounts payable 97,476,943.44 83,991,571.43 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year 0.00 3,000,000.00 Other current liabilities 30,463,401.86 34,608,609.47 Total current liabilities 2,161,471,955.77 2,494,968,955.69 Non-current liabilities: Long-term loans Bonds payable Long-term account payable 18,500,909.00 18,840,000.00 Special accounts payable Projected liabilities 0.00 0.00 Deferred income tax liabilities 16,265,258.90 2,689,975.40 Other non-current liabilities 73,034,000.00 72,330,000.00 Total non-current liabilities 107,800,167.90 93,859,975.40 Total liabilities 2,269,272,123.67 2,588,828,931.09 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 680,133,995.00 567,275,995.00 Capital public reserve 3,710,425,869.52 895,918,416.59 Less: Inventory shares Reasonable reserve Surplus public reserve 283,637,997.50 283,637,997.50 Provision of general risk Retained profit 3,559,468,968.74 3,317,227,992.26 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 8,233,666,830.76 5,064,060,401.35 Minority interests 278,342,423.58 276,328,103.75 Total owner’s equity(or shareholders’ equity) 8,512,009,254.34 5,340,388,505.10 Total liabilities and owner’s equity(or shareholders’ equity) 10,781,281,378.01 7,929,217,436.19 Legal representative: Chen Xuejun Person in charge of accounting works: Ou Jianbin Person in charge of accounting institution: Ou Jianbin 48 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 2. Balance Sheet of parent company Unit: RMB Balance at Balance at Items Note period-end period-begin Current assets: Monetary funds 2,310,590,268.95 189,135,416.49 Transaction finance asset Notes receivable 517,050,490.64 440,248,528.54 Accounts receivable 614,128,537.07 822,357,590.99 Accounts paid in advance 30,315,103.59 58,227,907.25 Interest receivable Dividend receivable 740,000.00 0.00 Other receivables 383,697,912.87 167,045,153.49 Inventories 227,377,933.29 296,385,165.44 Non-current asset due within one year Other current assets Total current assets 4,083,900,246.41 1,973,399,762.20 Non-current assets: Finance asset available for sales 290,080,000.00 0.00 Held-to-maturity investment Long-term account receivable Long-term equity investment 3,057,787,595.65 2,576,168,955.22 Investment real estate Fixed assets 688,048,540.69 689,680,279.76 Construction in progress 25,563,014.35 56,239,272.06 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 185,875,736.07 187,843,427.92 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset 47,956,761.07 47,881,534.77 Other non-current asset 49 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Total non-current asset 4,295,311,647.83 3,557,813,469.73 Total assets 8,379,211,894.24 5,531,213,231.93 Current liabilities: Short-term loans 0.00 465,000,000.00 Transaction financial liabilities Notes payable 89,740,719.79 85,000,000.00 Accounts payable 477,442,891.13 632,112,594.66 Accounts received in advance 14,511,627.43 8,150,899.35 Wage payable 182,898,744.83 175,803,158.72 Taxes payable 842,972.96 25,748,688.27 Interest payable 780,000.00 Dividend payable 204,040,198.50 Other accounts payable 147,198,836.56 69,856,690.02 Non-current liabilities due within 1 year Other current liabilities 131,291.75 Total current liabilities 1,116,807,282.95 1,462,452,031.02 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities 13,630,800.00 Other non-current liabilities 56,590,000.00 56,830,000.00 Total non-current liabilities 70,220,800.00 56,830,000.00 Total liabilities 1,187,028,082.95 1,519,282,031.02 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 680,133,995.00 567,275,995.00 Capital public reserve 3,738,489,259.50 923,981,806.57 Less: Inventory shares Reasonable reserve Surplus public reserve 283,637,997.50 283,637,997.50 Provision of general risk Retained profit 2,489,922,559.29 2,237,035,401.84 50 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Balance difference of foreign currency translation Total owner’s equity(or shareholders’ equity) 7,192,183,811.29 4,011,931,200.91 Total liabilities and owner’s equity(or shareholders’ equity) 8,379,211,894.24 5,531,213,231.93 3. Consolidated Profit Statement Unit: RMB Amount in this Amount in last Items Note period period I. Total operating income 2,622,741,134.00 3,277,559,746.96 Including: Operating income 2,622,741,134.00 3,277,559,746.96 Interest income Insurance gained Commission charge and commission income II. Total operating cost 2,250,361,339.67 2,804,561,429.66 Including: Operating cost 1,935,729,790.13 2,426,221,608.75 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 16,273,053.72 18,420,616.07 Sales expenses 87,922,067.65 50,509,950.62 Administration expenses 220,879,377.54 289,086,649.01 Financial expenses -12,478,749.75 20,270,250.56 Losses of devaluation of asset 2,035,800.38 52,354.65 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 159,986,544.27 293,611,064.62 Including: Investment income on affiliated 159,246,544.27 293,611,064.62 company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 532,366,338.60 766,609,381.92 Add: Non-operating income 4,278,988.75 7,284,862.92 51 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Less: Non-operating expense 3,304,960.30 4,197,340.18 Including: Disposal loss of non-current asset 381,171.82 503,436.27 IV. Total Profit (Loss is listed with “-”) 533,340,367.05 769,696,904.66 Less: Income tax expense 60,396,042.65 95,344,637.40 V. Net profit (Net loss is listed with “-”) 472,944,324.40 674,352,267.26 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of parent company 446,281,174.98 644,663,629.50 Minority shareholders’ gains and losses 26,663,149.42 29,688,637.76 VI. Earnings per share -- -- i. Basic earnings per share 0.69 1.14 ii. Diluted earnings per share 0.69 1.14 VII. Other consolidated income 77,241,200.00 VIII. Total comprehensive income 550,185,524.40 674,352,267.26 Total consolidated income attributable to owners of 523,522,374.98 644,663,629.50 parent company Total consolidated income attributable to minority 26,663,149.42 29,688,637.76 shareholders The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a same control. Legal representative: Chen Xuejun Person in charge of accounting works: Ou Jianbin Person in charge of accounting institution: Ou Jianbin 4. Profit Statement of parent company Unit: RMB Amount in this Amount in last Items Note period period I. Operating income 1,148,216,005.19 1,572,144,387.25 Less: operating cost 939,317,265.51 1,276,037,593.43 Operating tax and extras 5,899,177.59 4,627,595.77 Sales expenses 55,621,542.96 19,702,447.44 Administration expenses 92,245,305.10 114,319,388.36 Financial expenses -17,684,336.38 12,074,003.65 Losses of devaluation of asset 875,853.27 220,723.62 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 397,068,742.05 267,750,110.24 52 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Including: Investment income on affiliated company 137,803,640.43 267,750,110.24 and joint venture II. Operating profit (Loss is listed with “-”) 469,009,939.19 412,912,745.22 Add: Non-operating income 36,932.20 3,643,945.37 Less: Non-operating expense 1,693,593.85 1,863,915.93 Including: Disposal loss of non-current asset 304,279.85 205,040.54 III. Total Profit (Loss is listed with “-”) 467,353,277.54 414,692,774.66 Less: Income tax expense 10,425,921.59 46,486,983.83 IV. Net profit (Net loss is listed with “-”) 456,927,355.95 368,205,790.83 V. Earnings per share -- -- i. Basic earnings per share ii. Diluted earnings per share VI. Other consolidated income 77,241,200.00 VII. Total comprehensive income 534,168,555.95 368,205,790.83 5. Consolidated Cash Flow Statement Unit: RMB Amount in this Amount in last Item period period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 3,164,050,264.06 3,103,973,047.42 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 22,802,910.96 12,117,457.27 Other cash received concerning operating activities 27,837,513.35 13,351,259.84 Subtotal of cash inflow arising from operating activities 3,214,690,688.37 3,129,441,764.53 53 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Cash paid for purchasing commodities and receiving labor 2,058,291,904.26 2,372,737,792.86 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 workers 281,857,048.58 250,024,693.71 Taxes paid 292,894,788.51 337,795,130.93 Other cash paid concerning operating activities 144,011,399.00 115,080,757.84 Subtotal of cash outflow arising from operating activities 2,777,055,140.35 3,075,638,375.34 Net cash flows arising from operating activities 437,635,548.02 53,803,389.19 II. Cash flows arising from investing activities: Cash received from recovering investment 3,975,700.00 Cash received from investment income 174,072,662.98 Net cash received from disposal of fixed, intangible and other 899,816.40 7,126,366.00 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities 0.00 1,138,436.51 Subtotal of cash inflow from investing activities 4,875,516.40 182,337,465.49 Cash paid for purchasing fixed, intangible and other long-term 70,778,583.22 377,850,266.49 assets Cash paid for investment 520,673,000.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities 0.00 0.00 Subtotal of cash outflow from investing activities 591,451,583.22 377,850,266.49 Net cash flows arising from investing activities -586,576,066.82 -195,512,801.00 III. Cash flows arising from financing activities Cash received from absorbing investment 2,850,124,252.93 5,610,000.00 Including: Cash received from absorbing minority shareholders’ 5,610,000.00 investment by subsidiaries Cash received from loans 570,000,000.00 586,512,141.78 Cash received from issuing bonds Other cash received concerning financing activities 8,404,657.07 54 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Subtotal of cash inflow from financing activities 3,428,528,910.00 592,122,141.78 Cash paid for settling debts 1,068,000,000.00 351,512,141.78 Cash paid for dividend and profit distributing or interest paying 9,320,531.46 29,491,293.22 Including: Dividend and profit of minority shareholder paid by 3,444,762.15 18,696,539.18 subsidiaries Other cash paid concerning financing activities 4,593,872.70 Subtotal of cash outflow from financing activities 1,081,914,404.16 381,003,435.00 Net cash flows arising from financing activities 2,346,614,505.84 211,118,706.78 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 2,197,673,987.04 69,409,294.97 Add: Balance of cash and cash equivalents at the period -begin 745,778,764.22 465,219,784.67 VI. Balance of cash and cash equivalents at the period -end 2,943,452,751.26 534,629,079.64 6. Cash Flow Statement of parent company Unit: RMB Amount in this Amount in last Item period period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 1,480,345,261.22 1,646,992,101.70 services Write-back of tax received Other cash received concerning operating activities 44,372,662.28 576,527.71 Subtotal of cash inflow arising from operating activities 1,524,717,923.50 1,647,568,629.41 Cash paid for purchasing commodities and receiving labor 966,350,990.20 1,190,501,330.49 service Cash paid to/for staff and workers 119,178,475.79 100,967,959.62 Taxes paid 111,236,992.45 108,357,907.68 Other cash paid concerning operating activities 287,015,340.52 144,846,109.46 Subtotal of cash outflow arising from operating activities 1,483,781,798.96 1,544,673,307.25 Net cash flows arising from operating activities 40,936,124.54 102,895,322.16 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 258,525,101.62 174,280,178.77 Net cash received from disposal of fixed, intangible and other 185,659.36 6,187,577.12 long-term assets 55 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 258,710,760.98 180,467,755.89 Cash paid for purchasing fixed, intangible and other long-term 16,129,834.59 263,273,961.57 assets Cash paid for investment 520,673,000.00 156,668,800.00 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 536,802,834.59 419,942,761.57 Net cash flows arising from investing activities -278,092,073.61 -239,475,005.68 III. Cash flows arising from financing activities Cash received from absorbing investment 2,850,124,252.93 Cash received from loans 570,000,000.00 556,512,141.78 Cash received from issuing bonds Other cash received concerning financing activities 8,404,657.07 Subtotal of cash inflow from financing activities 3,428,528,910.00 556,512,141.78 Cash paid for settling debts 1,035,000,000.00 321,512,141.78 Cash paid for dividend and profit distributing or interest paying 6,564,955.56 10,794,754.04 Other cash paid concerning financing activities 4,593,872.70 Subtotal of cash outflow from financing activities 1,046,158,828.26 332,306,895.82 Net cash flows arising from financing activities 2,382,370,081.74 224,205,245.96 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 2,145,214,132.67 87,625,562.44 Add: Balance of cash and cash equivalents at the period -begin 132,135,416.49 85,169,165.70 VI. Balance of cash and cash equivalents at the period -end 2,277,349,549.16 172,794,728.14 56 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 7. Consolidated Statement on Changes of Owners' Equity Amount in this period Unit: RMB Amount in this period Owners' equity attributable to the parent company Items Minority’s Total owners’ Less: Paid-up capital Reasonabl General risk equity equity Capital reserves Treasury Surplus reserves Retained profit Others (Share capital) e reserve provision Stock I. Balance at the end of last year 567,275,995.00 895,918,416.59 283,637,997.50 3,317,227,992.26 276,328,103.75 5,340,388,505.10 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this 567,275,995.00 895,918,416.59 283,637,997.50 3,317,227,992.26 276,328,103.75 5,340,388,505.10 year III. Increase/ Decrease in this year 112,858,000.00 2,814,507,452.93 242,240,976.48 2,014,319.83 3,171,620,749.24 (Decrease is listed with'"-") (i) Net profit 446,281,174.98 26,663,149.42 472,944,324.40 (ii) Other consolidated income 77,241,200.00 77,241,200.00 Subtotal of (i)and (ii) 77,241,200.00 446,281,174.98 26,663,149.42 550,185,524.40 (III) Owners' devoted and 112,858,000.00 2,737,266,252.93 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2,850,124,252.93 decreased capital 1. Owners' devoted capital 112,858,000.00 2,737,266,252.93 2,850,124,252.93 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 -204,040,198.50 0.00 -24,648,829.59 -228,689,028.09 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners -204,040,198.50 -24,648,829.59 -228,689,028.09 (shareholders) 4. Others 57 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (V) Carrying forward internal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the 680,133,995.00 3,710,425,869.52 283,637,997.50 3,559,468,968.74 278,342,423.58 8,512,009,254.34 report period Amount in last period Unit: RMB Amount in last period Owners' equity attributable to the parent company Items Minority’s Total owners’ Less: Paid-up capital Reasonabl General risk equity equity Capital reserves Treasury Surplus reserves Retained profit Others (Share capital) e reserve provision Stock I. Balance at the end of last year 567,275,995.00 895,918,416.59 283,637,997.50 2,359,375,974.53 239,608,585.66 4,345,816,969.28 Add: retroactive adjustment arising from enterprise consolidation under the same control Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this 567,275,995.00 895,918,416.59 283,637,997.50 2,359,375,974.53 239,608,585.66 4,345,816,969.28 year III. Increase/ Decrease in this year 957,852,017.73 36,719,518.09 994,571,535.82 (Decrease is listed with'"-") 58 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (i) Net profit 1,204,617,075.56 50,893,782.33 1,255,510,857.89 (ii) Other consolidated income Subtotal of (i)and (ii) 1,204,617,075.56 50,893,782.33 1,255,510,857.89 (III) Owners' devoted and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 13,348,460.37 13,348,460.37 decreased capital 1. Owners' devoted capital 13,348,460.37 13,348,460.37 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 -246,765,057.83 0.00 -27,522,724.61 -274,287,782.44 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners -246,765,057.83 -27,522,724.61 -274,287,782.44 (shareholders) 4. Others (V) Carrying forward internal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1.Withdrawal in this period 2.Usage in this period (VII) Other IV. Balance at the end of the 567,275,995.00 895,918,416.59 283,637,997.50 3,317,227,992.26 276,328,103.75 5,340,388,505.10 report period 59 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 8. Statement on Changes of Owners' Equity of Parent Company Amount in this period Unit: RMB Amount in this period Item Less: Paid-up capital Reasonable General risk Total owners’ Capital reserves Treasury Surplus reserves Retained profit (Share capital) reserve reserve equity Stock I. Balance at the end of last year 567,275,995.00 923,981,806.57 283,637,997.50 2,237,035,401.84 4,011,931,200.91 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 567,275,995.00 923,981,806.57 283,637,997.50 2,237,035,401.84 4,011,931,200.91 III. Increase/ Decrease in this year (Decrease is listed 112,858,000.00 2,814,507,452.93 252,887,157.45 3,180,252,610.38 with'"-") (i) Net profit 456,927,355.95 456,927,355.95 (ii) Other consolidated income 77,241,200.00 77,241,200.00 Subtotal of (i)and (ii) 77,241,200.00 456,927,355.95 534,168,555.95 (III) Owners' devoted and decreased capital 112,858,000.00 2,737,266,252.93 0.00 0.00 0.00 0.00 0.00 2,850,124,252.93 1. Owners' devoted capital 112,858,000.00 2,737,266,252.93 2,850,124,252.93 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 -204,040,198.50 -204,040,198.50 1. Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) -204,040,198.50 -204,040,198.50 4. Others 60 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (V) Carrying forward internal owners' equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the report period 680,133,995.00 3,738,489,259.50 283,637,997.50 2,489,922,559.29 7,192,183,811.29 Amount in last year Unit: RMB Amount in last year Item Less: Paid-up capital Reasonable General risk Total owners’ Capital reserves Treasury Surplus reserves Retained profit (Share capital) reserve reserve equity Stock I. Balance at the end of last year 567,275,995.00 923,981,806.57 283,637,997.50 1,483,763,204.41 3,258,659,003.48 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 567,275,995.00 923,981,806.57 283,637,997.50 1,483,763,204.41 3,258,659,003.48 III. Increase/ Decrease in this year (Decrease is listed 753,272,197.43 753,272,197.43 with'"-") (i) Net profit 1,000,037,255.26 1,000,037,255.26 (ii) Other consolidated income Subtotal of (i)and (ii) 1,000,037,255.26 1,000,037,255.26 61 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (III) Owners' devoted and decreased capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 -246,765,057.83 -246,765,057.83 1. Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) -246,765,057.83 -246,765,057.83 4. Others (V) Carrying forward internal owners' equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 3. Withdrawal in this period 4. Usage in this period (VII) Other IV. Balance at the end of the report period 567,275,995.00 923,981,806.57 283,637,997.50 2,237,035,401.84 4,011,931,200.91 62 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 ( I I I ) Basic information of the Company 1. History development of the Company By the approval of STGS (1992) No. 130 issued by Jiangsu Economic Restructuring Committee, Weifu High-Technology Group Co., Ltd. (hereinafter referred to “the Company” or “Company”) was established as a company of limited liability with funds raised from targeted sources, and registered at Wuxi Administration for Industry & Commerce in October 1992. The original share capital of the Company totaled RMB 115.4355 million, including state-owned share capital amounting to RMB 92.4355 million, public corporate share capital amounting to RMB 8 million and inner employee share capital amounting to RMB 15 million. In the year of 1994 and 1995, the Company was restructured and became a holding subsidiary of Wuxi Weifu Group Co., Ltd (hereinafter referred to as “Weifu Group”). By the approval of Jiangsu ERC and Shenzhen Securities Administration Office in August 1995, the Company issued 68 million special ordinary shares (B-share) with value of RMB 1.00 for each, and the total value of those shares amounted to RMB 68 million. After the issuance, the Company’s total share capital increased to RMB 183.4355 million. By the approval of CSRC in June 1998, the Company issued 120 million RMB ordinary shares (A-share) at Shenzhen Stock Exchange through on-line pricing and issuing. After the issuance, the total share capital of the Company amounted to RMB 303.4355 million. In the middle of 1999, deliberated and approved by the Board and Shareholders’ General Meeting, the Company implemented the plan of granting 3 bonus shares for each 10 shares. After that, the total share capital of the Company amounted to RMB 394.46615 million, of which state-owned shares amounted to RMB 120.16615 million, public corporate shares RMB 10.4 million, foreign-funded shares (B-share) RMB 88.40 million, RMB ordinary shares (A-share) RMB 156 million and inner employee shares RMB 19.5 million. In the year 2000, by the approval of the CSRC and based upon the total share capital of 303.4355 million shares after the issuance of A-share in June 1998, the Company allotted 3 shares for each 10 shares, with a price of RMB 10 for each allotted share. Actually 41.9 million shares was allotted, and the total share capital after the allotment increased to RMB 436.36615 million, of which state-owned corporate shares amounted to RMB 121.56615 million, public corporate shares RMB 10.4 million, foreign-funded shares (B-share) RMB 88.4 million and RMB ordinary shares (A-share) RMB 216 million. In April 2005, Board of Directors of the Company has examined and approved 2004 Profit Pre-distribution Plan, and examined and approved by 2004 Shareholders’ General Meeting , the Company distributed 3 shares for each 10 shares to the whole shareholders totaling to 130,909,845 shares in 2005. The Company registered at the Wuxi High and New Technology Development Zone and the registration number was 320200000014926. The Company belongs to the mechanical industry and mainly engages in the manufacture and sales of oil injection system and its accessories. According to the Share Merger Reform Scheme of the Company that passed by related shareholders’ meeting of Share Merger Reform and SGZF [2006] No.61 Reply on Questions about State-owned Equity Management in Share Merger Reform of Weifu High-Technology Co., Ltd. issued by State-owned Assets Supervision & Administration Commission of Jiangsu Province, the Weifu Group etc. 8 non-circulating shareholders arranged pricing with granting 1.7 shares for each 10 shares to circulating A-share shareholders (totally granted 47,736,000 shares), so as to realize the originally non-circulating shares can be traded on market when satisfied certain conditions, the scheme has been implemented on April 5, 2006. On 27 May 2009, Weifu Group satisfied the consideration arrangement by dispatching 0.5 shares for each 10 shares based on the number of circulating A shares as prior to Share Merger Reform, according to the aforesaid Share Merger Reform, with an aggregate of 14,039,979 shares dispatched. Subsequent to implementation of dispatch of consideration shares, Weifu Group then held 100,021,999 shares of the Company, representing 17.63% of the total share capital of the Company. 63 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Pursuant to the document (XGZQ(2009)No.46) about “Approval for Merger of Wuxi Weifu Group Co., Ltd. by Wuxi Industry Development Group Co., Ltd.” issued by the State-owned Assets Supervision and Administration Commission of Wuxi City Government, Wuxi Industry Development Group Co., Ltd. (hereinafter referred to as Wuxi Industry Group) acquired Weifu Group. After the merger, Weifu Group was then revoked, and its assets and credits & debts were transferred to be under the name of Wuxi Industry Group. Accordingly, Wuxi Industry Group became the first largest shareholder of the Company since then. On 21 January 2012, the “Reply on Approval of Privately Share Offering of Weifu High-Technology Group Co., Ltd” (ZJXK[2012] No. 109) issued by CSRC, approved that the Company’s privately offering new shares no more than 112,858,000 shares in total. Each shares offering with price of 25.395 yuan. The privately offering of the Company totally offer 2 objects: Wuxi Industry Group and ROBERT BOSCH GMBH (German Robert Bosch Co., Ltd) . On 29 February 2012, after privately offering total share capital of the Company amounting as 680133995 shares, 20% were held by Wuxi Industry Group, the first largest shareholder of the Company; ROBERT BOSCH GMBH (German Robert Bosch Co., Ltd) held 14% of the equity, the second largest shareholder of the Company. 2. Registered place, organization structure and head office of the Company Registered place and head office of the Company: Wuxi, Jiangsu The Company sets up Shareholders’ General Meeting, the Board of Directors and the Supervisory Committee. The Company sets up Administration Department, Engineering Technology Research Institution, Human Resources Department, Marketing Department, Finance Control Department, Project Purchase Department, MS Business Segment, AC Business Segment, and subsidiaries such as Wuxi Weifu Leader Catalytic Converter Co., Ltd. (referred to as Weifu Leader), Nanjing Weifu Jinning Co., Ltd. (referred to as Weifu Jinning), and Wuxi Weifu Diesel System Co., Ltd. (referred to as Weifu Diesel System). 3. Business nature and major operation activities of the Company Operation scope of parent company: manufacture of engine fuel oil system products, fuel oil system testers and equipments; sales of energy-oriented machinery, hardware & electric materials, chemical products and raw materials (other than chemical dangerous). Auto spare parts, autos (other than autos under-9 seats); repair of engine, technological development and consultancy service of machinery industry; import and export business in respect of diversified commodities and technologies (other than those commodities and technologies limited or forbidden by the State for import and export) by self-operation and works as agent for such business Major subsidiaries respectively activate in production and sales of engine accessories, auto spare parts, mufflers, and purifiers. 4. Relevant party offering approval reporting of financial statements and date thereof Financial statements of the Company were approved by the Board of Directors for reporting dated 27 August 2012. (IV) Major Accounting Policies, Accounting Estimation and Previous Errors of the Company 1. Basis of preparation of financial statements The financial statement were stated in compliance with Accounting Standard for Enterprises No.30-Presentation of Financial Statement, with recognitions and measurements made by reference to Accounting Standard for Enterprises and Application Instruments thereof promulgated by the Ministry of Finance dated 15 February 2006 in respect of the actual transactions and proceedings, on a basis of ongoing operation. 2. Statement on observation of Accounting Standard for Enterprises Financial statements prepared by the Company were in accordance with requirements of Accounting Standard for Enterprises, which truly and completely reflected the financial information of the Company, such as financial position, operation achievements and cash flow. 3. Accounting period The accounting period of the Company comprises of annual period and interim period, among which, the annual period commences from 1 January to 31 December, and interim period includes monthly, quarterly and half-year. 4. Currency used in book-keeping The Company’s reporting currency is the RMB Yuan. Book-keeping currency for oversea subsidiary Nil 64 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 5. Accounting treatment methods for business combination under and not under the same control (1)Business combination under the same control Business combination under the same control: consideration paid by acquirer for combination and net assets acquired by him shall all be measured with carrying value. Difference between carrying values of net assets and combination consideration respectively obtained and paid by acquirer over total par value of shares in issue shall be used to adjust capital reserve; when capital reserve is insufficient for offset, then retained profit shall be adjusted. All direct related expenses arising from business combination, including auditing expenses paid for combination, evaluation expenses and law service expenses, shall be recorded in current gains and losses upon occurrence; while procedure charge and commission arising from issuance of equity securities or bonds in relation to business combination shall be accounted in initial measurement amount of shareholders’ equity or liabilities. (2) Business combination not under the same control Business combination not under the same control: combination cost paid by acquirer and net recognizable assets obtained from combination shall be measured at fair value. In the event that difference between combination costs over fair value of net recognizable assets obtained from combination is positive, thus such difference shall be recognized as goodwill; if negative, and then shall be accounted in current gains and losses. All direct related expenses arising from business combination including auditing expenses paid for combination, evaluation expenses and law service expenses shall be recorded in business combination cost; while procedure charge and commission arising from issuance of equity securities or bonds in relation to business combination shall be accounted in initial measurement amount of shareholders’ equity or liabilities. 6. Preparation method for consolidated statements (1) Preparing method of consolidated financial statements Confirmation principle of consolidation scope Preparation of the consolidation financial statement of the Company mainly complied with the consolidation scope recognized by Parent Company Theory, details consolidation scope as: ①More than half of the equity capital of the investee enterprise that owned by Parent company, directly/indirectly and jointly owned more than half of the equity capital by indirectly and directly included; ②Other investee enterprises control by Parent Company including: A. Holding more than half of voting right of the investee through agreement with other investors of the investee enterprises; ; B. Having the rights of financial and operation strategy controlled according to Article of Association of Agreement; C. Having the rights of appointment and dismissal on majority personnel’s in Board or in similar power institution of the enterprise; D. Having more than half of the rights to vote in Board or similar power institution of the enterprise. Measures used in consolidation ①The Company consolidations permit since the day of actual control right obtained; cease consolidation since the day of control right lost. Consolidation financial statement based on the financial statement of the Company and other relevant information of vary subsidiaries that joint in the consolidation scope, adjusted long-term equity investment to subsidiaries according to equity method, off-setting the investment, transaction and contacts between the Company and vary subsidiaries that in the consolidation scope, consolidated for preparation after minority shareholders’ gains/loss and minority shareholders’ equity calculation. ②Concerning the different accounting policy or accounting period between the Company and subsidiaries, consolidating after adjustment on subsidiaries’ financial statement based on the Company’s accounting policy or accounting period. ③Concerning the subsidiary obtained under combination with different control, adjusted several financial statement of the subsidiary based on the fair value of recognizable net assets on purchased day while financial statement consolidation; concerning the subsidiary obtained under combination with same control, considered current status of being control by ultimate controller for consolidation while financial statement consolidation. (2)Disclosure of related accounting method for buy-and-resell or sell-and-repurchase of equities in the same 65 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 subsidiary within two successive accounting years Nil 7. Determination criteria of cash and cash equivalent Cash equivalent represents such kind of investment featuring with short term (generally due within 3 months since purchase day), active liquidity, being easy for converting to cash with already-known amount, as well as tiny exposure to value change risks. 8. Foreign currency business and the conversion of foreign currency statement (1) Foreign currency business Foreign currency business is accounted with amount denominated in RMB as translated at the spot exchange rate as of the occurrence day of such business. The occurred foreign currency exchange business or transactions with foreign currency exchange involved shall be translated at the effective exchange rate (i.e. exchange rate adopted by banks for such transactions) adopted by such transaction. (2) Translation of foreign currency statement As at balance sheet date, division between foreign currency monetary items and foreign currency non-monetary items are dealt with according to the following principles: Foreign currency monetary items are translated at spot exchange rate as of balance sheet date, and then recorded in current gains and losses when happening during normal operation period; exchange gains and losses related to borrowings for purchasing fixed assets are disposed with principle of capitalization of borrowing expense. Monetary item represents the monetary capital, and assets or liabilities respectively received or paid at fixed or insurable amount, among other things, stock cash, bank deposit, account receivables, other receivables, long-term receivables, short-term loans, account payables, other payables, long-term loans, bond payables and long-term payables, etc. Foreign currency non-monetary items are translated at spot exchange rate as of transaction date, with no change in its amount accounted in standard currency. Non-monetary items represent items except for monetary items. As for foreign currency non-monetary items measured at fair value, translation is subject to the spot exchange rate as of the date when fair value is recognized. Difference between the accounted standard currency amount subsequent to translation and its original accounted standard currency amount is dealt with as movement in fair value (movement in exchange rate included), and then recorded in current gains and losses. 9. Financial instruments Financial instruments including financial assets, financial liability and equity instrument (1) Classification of financial instruments According to the purpose of obtaining the held financial assets and assuming the financial liabilities, the management divides it into: financial assets or financial liabilities metering by fair value and whose changes reckoned in the current profits and losses, including transaction financial assets or financial liabilities(and directly appointed financial assets or financial liabilities metering by fair value and whose changes reckoned in the current profits and losses); held-to-maturity investment; accounts receivables; financial assets available for sale; other financial liabilities, etc. (2) Recognition basis and measurement method for financial instruments In terms of investment purposes and economic natures, the Company divides its financial assets into transactional financial assets, financial assets available for sale, account receivables and held-to-maturity investments, among which, transactional financial asset is measured at fair value and movement of its fair value is recorded in current gains and losses; financial asset available for sale is measured at fair value and movement of its fair value is recorded in shareholders’ equity; account receivables and held-to-maturity investments are measured at amortized cost. In terms of economic nature, the Company divides its financial liabilities into two groups, namely financial liabilities at fair value through gains and losses and other financial liabilities at amortized cost. (3) Recognition basis and measurement method for transfer of financial assets 66 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 That the Company grants or delivers financial assets to party other than the issuer of such financial assets equals transfer of financial assets. Financial assets transferred could be the entire or part of such financial assets. Two forms are listed as follows: ①Transfer of right for collecting cash flow of financial assets to another party; ②Transfer financial assets to another party, while the aforementioned right is retained, with obligation of paying such cash flow to final collector In the even that the Company has transferred almost all risks and remunerations arising from ownership of all or part financial assets to another party, accordingly, recognition for such entire or part financial assets shall be ceased. Gains and losses are determined by the received consideration less the carrying value of the transferred financial assets. Meanwhile, the original accumulated gains or losses of financial assets recognized in the owners’ equity shall transferred to gains and losses; when all risks and remunerations attached to ownership are retained, recognition for such entire or part financial assets shall continue, and the consideration received shall be viewed as financial liabilities. As for the financial assets which the Company has neither transferred nor retained all risks and remunerations attached to ownership of such financial assets, while control upon such financial assets still exists, recognition shall be conducted in light of the degree of its continuous involvement in the transferred financial assets. Accordingly, relevant liabilities shall be recognized. (4) Recognition condition for termination of financial liability Upon satisfaction of one of the following condition, financial assets will immediately experience discontinued recognition: ①Right entitled by contract in respect of collection of cash flow from such financial asset terminates. ②Such financial assets have been transferred and meet discontinued recognition condition for financial assets as regulated by Accounting Standard for Enterprise No.23-Transfer of Financial Assets. Only when present obligations under financial liability have been released entirely or partly, could cease recognition of such financial liability or part thereof. (5) Deciding of fair value of financial assets and financial liabilities ① In case of an active market, financial assets or financial liabilities which are respectively held and proposed to be undertaken by the Company are subject to the prevailing offer price of such market, and financial assets or financial liabilities which are respectively proposed to be held and undertaken by the Company are subject to the prevailing asked price of such market. In case of absence of such prevailing offer or asked prices, market quotation of the latest transaction or adjusted market quotation of the latest transaction shall be adopted, except that there is clear evidence showing that such market quotation is not fair value. ② In case of absence of an active market, the Company recognizes fair value by reference to valuation technology which includes reference to the price adopted by parties who are willing to make business and knowing conditions quite well in their latest transactions, reference to prevailing fair values of other financial instruments with similar essence, discount cash flow method and option pricing pattern. (6) Impairment of financial assets (excluding account receivable) The Company conducts inspection on carrying values of financial assets, except for transactional financial assets, as at balance sheet date. If there is objective evidence indicating that impairment has happened to financial assets, impairment reserve then shall be provided. Financial asset with great amount in single item is subject to separate impairment test. In case of any objective evidence 67 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 indicating that impairment has happened to such financial asset, impairment loss shall be recognized and recorded in current gains and losses. As for the financial assets with no great amount in single item and those which prove to be not impaired after separate test, the Company will conduct impairment test on basis of credit portfolio which is determined in light of customers’ credit records and historical bad debts, so as to recognize impairment loss. Objective evidence indicating impairment happens to financial assets means the proceedings meeting the three characteristics: actually occurred subsequent to initial recognition of such financial assets, bring influence over the estimated future cash flow of such financial assets, and such influence could be reliably measured by the Company. The followings are included in objective evidences indicating impairment happens to financial assets: A: Serious financial difficulty happens to issuer or debtor; B: Breach of terms of contract by debtor, such as breach or overdue in repaying interest or principal; C: Creditor makes concession for debtors who experience financial trouble in light of consideration for economy or laws; D: Debtor is very likely to experience bankrupt or financial reorganization; E: Financial assets are not able to be traded in active market since material financial difficulty happens to issuer; F: It is unable to judge whether cash flow from certain asset in a group of financial assets has decreased, while it is finally found that the estimated future cash flow of such financial asset has actually decreased since its initial recognition and the decrease can be reliably measured by reference to the general valuation based on open data. For example, payment capacity of debtor of such financial assets portfolio gradually worsens, or unemployment in country or region where the debtor locates risen, price of guaranty falls greatly in the place where it locate, and the industry in which it belongs to is unpromising; G: Material negative changes happen to technologies, markets, economy or law environment in which debtor operates, which leads to that equity instrument investor is not likely to be able to recover investment cost; H: Fair value of equity instrument investment experiences severe or non-temporary falling; I: Other objective evidence indicating impairment happens to financial assets. In the event of impairment in financial asset at amortized cost, impairment loss is calculated based on the difference between carrying value and present value of estimated future cash flow discounted at effective interest rate. After impairment loss is recognized for financial asset at amortized cost, if there is objective evidence indicating value of such financial asset has recovered, which is objectively related to proceedings occurred after recognition of such loss, the original impairment loss shall be reversed and recorded in current gains and losses. However, the carrying value subsequent to such reversal shall not exceed the amortized cost of such financial asset as at the reversal date on assumption that such impairment loss had not been provided. For impairment in financial assets available for sale, the original accumulated loss through owners’ equity directly arising from falling fair value shall be reversed to current gains and losses. (7)As for reclassification of un-matured held-to-maturity investments into financial assets available for sale, please explain the holding purposes or references for change of ability Nil 10. Recognition standards and accrual method for bad debt provision for accounts receivable (1) Bad debt provision for accounts receivable with single major amount 68 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 The Company’s account receivables with above RMB 1 million in single item is defined as account receivables with significant amount in single item. Such kind of account receivables are recognized as bad debts in case of impossible Determine basis or amount standards for single significant amount collection though with bankrupt properties or heritages of debtors due to their bankrupt or death, or in the even that debtors haven’t implemented their repayment obligations over 3 years upon expiration and there are obvious evidences indicating impossible collection. As for account receivables with significant amount in single item which can not be directly recognized as bad debts, debt provision shall be provided according to the Company’s withdrawal method for account with single significant amount and policies by aged analysis method. 100% bad debt provision withdrawal single item bad debt provision shall be provided for those account receivables with great amount in single item which can be directly recognized as bad debts (2) Accounts whose bad debts provision was accrued by combination Methods on withdrawal of bad debt Combination Basis for combination recognized provision based on combination A combination classified by age as major risk characteristic, Age combination Age analysis method withdrawal bad debt provision by age analysis method In combination, accounts whose bad debts provision was accrued by age analysis: √ Applicable □ non-applicable Account age Rate for receivables (%) Rate for other receivables (%) Within 1 year (included) Within 6 months 0% 0% 6 months to 1 year 10% 10% 1-2 years 20% 20% 2-3 years 40% 40% Over 3 years 100% 100% 3-4 years 100% 100% 4-5 years 100% 100% Over 5 years 100% 100% In combination, withdrawal proportion of bad debt provision based on balance proportion: □applicable √non-applicable In combination, withdrawal proportion of bad debt provision based on other methods: □applicable √non-applicable (3) Accounts with single significant amount and bad debts provision accrued individually Reasons for withdrawal single item bad debt provision: Account receivable meeting the following conditions: account receivable whose single amount is not significant, impossible collection though with bankrupt properties or heritages of debtors due to their bankrupt or death, debtors haven’t implemented their repayment obligations over 3 years upon expiration and there are obvious evidences indicating impossible collection. Withdrawal method for bad debt provision: 100% for provision percentage for percentage of total accounts receivable outstanding and 100% for provision percentage for percentage of total other receivable outstanding 11. Inventories (1)Classification of inventories The Company’s inventories are categorized into stock materials, product in process and stock goods ect. (2)Pricing for delivered inventories □ FIFO □Weighted Average □ Specific Identification √Other 69 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 A. Generally, stock materials are calculated at planned cost. Material cost difference is individually set according to classification of grant types. Pursuant to the difference between the planned cost of the received or delivered raw materials and the material cost the aforesaid cost should share after carrying forward at period-end, the Company adjusts the planned cost to effective cost; finished products are priced at effective costs, and carried forward to operating cost by weighted average method when being delivered; B. Products in process are priced at effective costs, and carried forward to finished products at actually occurred cost; C. Finished self-produced products are priced at effective costs, and carried forward to operating cost by weighted average method; external purchase goods (from import and export trades) are carried forward to sales cost by individual pricing method. (3)Recognition evidence for net realizable value of inventories and withdrawal method for inventory impairment provision Inventories as at period-end are priced at the lower of costs and net realizable values; at period end, on the basis of overall clearance about inventories, inventory impairment provision is withdrew for uncollectible part of costs of inventories which result from destroy of inventories, out-of-time of all and part inventories, or sales price lowering than cost. Inventory impairment provision for stock goods and quantity of raw materials is subject to the difference between costs of single inventory item over its net realizable value. As for other raw materials with large quantity and comparatively low unit prices, inventory impairment provision is withdrawn pursuant to categories. As for inventories such as stock goods and materials available for direct sales, their net realizable values are determined by their estimated selling prices less estimated sales expenses and relevant taxes. For material inventories held for purpose of production, their net realizable values are determined by the estimated selling prices of finished products less estimated costs, estimated sales expenses and relevant taxes accumulated till completion of production. As for inventories held for implementation of sales contracts or service contracts, their net realizable values are calculated on the basis of contract prices. In the event that inventories held by a company exceed order amount as agreed in sales contracts, net realizable values of the surplus part are calculated on the basis of normal sale price. (4) Inventory system √Perpetual Inventory System □ Periodic Inventory System □ Other Inventory system is perpetual inventory system. (5) Amortization of low-value consumables and wrappage Low-value consumables Amortization Method: one-off amortization Wrappage Amortization Method: one-off amortization 12. Long-term equity investment (1)Recognition of initial investment cost Long-term equity investment mainly includes the equity investments made to subsidiaries, joint ventures and associates, and the equity investment which couldn’t entitle the Company to conduct 70 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 control, common control or significant influence over the invested units and which have no quotation price in active market and whose fair value could not be able to measured surely. Initial investment cost of long-term equity investment of the Company is recognized by the following ways based on different acquisition ways: ①In situation of a long-term equity investment acquired through business combination under common control, the carrying value of the owners’ equity of the acquired company as at the combination date is deemed as initial investment cost for this long-term equity investment; difference between acquisition cost and initial investment cost is used to adjust capital reserve. In case of insufficient capital reserve for offset, retained profit shall be then adjusted. ②In situation of a long-term equity investment acquired through business combination not under common control, the initial investment cost of long-term equity investment is determined at the fair value of assets involved at trading dated, equity instrument issued as well as liabilities occurred or undertaken. Realizable assets and liabilities undertaken by such assets (include contingent liabilities) of the party being combined as at the combination date are all measured at fair values, without consideration to amount of minority interests. The surplus of combination cost less fair value net realizable assets of the party being combined is recorded as goodwill, and the deficit is directly recognized in the consolidated statement of gains and losses. ③Long-term investments obtained through other ways A. Initial investment cost of long-term equity investment obtained through cash payment is determined according to actual payment for purchase. B. Initial investment cost of long-term equity investment obtained through issuance of equity securities is determined at fair value of such securities. C. Initial investment cost of long-term equity investment injected by investor is determined at the agreed value in investment contract or agreement. In case of an unfair contract or agreement value, measurement shall be conducted at fair value. D. Initial investment cost of long-term equity investment (exchanged-in) obtained through exchange with non-monetary assets, which is of commercial nature, is determined at fair value of the assets exchanged-out; otherwise determined at carrying value of the assets exchanged-out if it is not of commercial nature. E. Initial investment cost of long-term equity investment obtained through debt reorganization is determined at fair value of such investment. (2)Recognition method for subsequent measurement and gains and losses ①Investment to subsidiaries is calculated under cost method It is referred to the equity investment made to subsidiaries held by the Company which can conduct control upon invested unit. If the Company holds over 50% equities of an entity or has control power in such entity though equity holding is fewer than 50%, such entity comprises a subsidiary of the Company. ②Investment to joint ventures or associates is calculated under equity method It is referred to the equity investment made to joint ventures held by the Company which can conduct common control upon the joint venture with other joint parties; it is referred to the equity investment made to associates held by the Company which has material influence upon such associates. In the event that the Company holds equities of an entity from 20% to 50% and no essential control exists in such entity meanwhile or that though the Company holds equities of an entity fewer than 20% while it has material influence upon such entity, then the entity shall be deemed as a joint venture or associate of the Company. When recognizing its share in net gains and losses of the invested unit, the Company shall achieve recognition based on fair values of various realizable assets of such invested unit upon obtaining such investment after adjustment in net profit of such invested unit. 71 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 In case of any inconsistency of the accounting policies and accounting periods adopted by invested unit and the Company, financial statements of such invested unit shall be subject to adjustment in compliance with accounting policies and accounting periods adopted by the Company, so as to recognize investment gains and losses on that basis. As for treatment for other movement of owners’ equity other than net gains and losses of invested unit, carrying value of long-term equity investment shall be subject to adjustment which shall be then recorded in owners’ equity. ③Long-term equity investment to entities where the Company has no control, common control or material influence Long-term equity investment which has no quotation in active market and whose fair value could not be reliably measured is calculated under cost method. Long-term equity investment which has quotation in active market or whose fair value could be reliably measured is presented under item of financial asset available for sale, and is measured at fair value, and fair value movement thereof shall be recorded in shareholders’ equity. (3)Reference for confirmation of common control and material influence in invested unit Common control over invested unit means common control over certain economic activity pursuant to contract agreement, and only exists when investors who need to share control power on material financial and operation decisions related to such economic activity make unanimous agreement. That a party has material influence upon invested unit means that such party has power to join decision-making related to finance and operation decisions of the invested unit, while no ability of control or joint control with other parties upon establishement of such decisions. (4)Impairment test method and withdrawal method for impairment provision If any impairment indication is found in long-term equity investment by the Company in its period-end inspection, the recoverable amount shall be estimated. In case of such recoverable amount lowering than its carrying value, impairment provision shall be withdrawn for long-term investment by reference to the difference of the aforesaid two items. As for long-term equity investment which has no quotation in active market and whose fair value could not be reliably measured, its impairment loss is determined by reference to its carrying value less the amount recognized through discounting future cash flow at the prevailing market yield ratio of similar financial assets, and then recorded in current gains and losses. As for long-term equity investment except for financial assets available for sale, its impairment provision will not be reversed during asset permanent period once it is withdrawn. Impairment loss of financial assets available for sale can be reversed through equities. 13. Investment real estate Investment real estate is stated at cost. During which, the cost of externally purchased properties held-for-investment includes purchasing price, relevant taxes and surcharges and other expenses which are directly attributable to the asset. Cost of self construction of properties held for investment is composed of necessary expenses occurred for constructing those assets to a state expected to be available for use. Properties held for investment by investors are stated at the value agreed in an investment contract or agreement, but those under contract or agreement without fair value are stated at fair value. The Company adopts cost methodology amid subsequent measurement of properties held for investment, while depreciation and amortization is calculated using the straight-line method according to their estimated useful lives. The basis of provision for impairment of properties held for investment is referred to the provision for impairment of relevant fixed assets. 14. Fixed assets 72 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (1) Recognition of fixed assets Fixed assets refer to the buildings, machinery and equipment, transportation vehicle and other equipments related to operation with useful lives of more than one year and held for production of products, provision of labor, lease or operation. A fixed asset is recognized when it is Contingent that the relevant economic benefits flow into the enterprise and the cost of the fixed assets can be reliably measured. (2) Basis of recognition and method of measurement of fixed assets by financing lease The assets will be classified as fixed assets by financing lease if the Company satisfies one or more of the following conditions: ①As stipulated in the lease agreement (or a reasonable judgment made pursuant to relevant conditions at the commencement date of the lease), the ownership of fixed assets by financing lease can be passed to the Company when the lease expires; ②As the Company has a option to acquire the leased fixed assets and the agreed price of purchase is far below the fair value of leased fixed assets at the time of exercise of the option, it is certain that the Company will exercise the option at the commencement date of the lease; ③Despite that the ownership of fixed assets is not transferable, the lease period represents 75% or more of the useful life of leased fixed assets; ④The present value of the minimum lease payment by the Company at the commencement date of lease is equal to 90% or more of the fair value of leased fixed assets at the commencement date of lease. The present value of the minimum lease payment received by the lesser at the commencement date of lease is equal to 90% or more of the fair value of leased fixed assets at the commencement date of lease; ⑤ Due to the special nature of the leased assets, those assets can be used only by the Company if without any substantial renovation; ⑥The fixed assets by financing lease is carried at the lower of the fair value of the leased fixed assets at the commencement date of lease and the present value of the minimum lease payment. (3) Depreciation of fixed assets Classification Depreciation time(Year) Residual rate (%) Annual depreciation rate (%) House and Building 20 - 35 years 5 2.71-4.75 Machinery equipment 10 years 5 9.50 Electronic equipment 3-5 years 5 19.00-31.67 Transportation equipment 4-5 years 5 19.00-23.75 Other equipment 5-10 years 5 9.50-19.00 Fixed assts rent-in by financing: -- -- -- Including: House and Building Machinery equipment Electronic equipment Transportation equipment Other equipment (4) Impairment testing of fixed assets and provision for impairment At the end of the Reporting Period, the Company carries out a review on fixed assets. If the following conditions exist, the Company shall value the recoverable amount of fixed assets in order to determine whether there is any impairment of fixed assets. For fixed assets with recoverable amount falling below the carrying amount, the Company will make a provision for impairment loss on fixed asset equals to an amount of the difference between the recoverable amount and the 73 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 carrying amount. Provision is made based on a single item basis, and based on a group of assets to which the assets belong to if it is hard to estimate the recoverable amount of the single assets. The impairment provision cannot be reversed in the period of duration of the assets once it is provided. ①There is a significant decrease in the market price of fixed assets. Such decrease is beyond any decrease to the large extent in the market price as time goes by or any expected decrease from normal use of fixed assets; ②Fixed assets are obsolete and damaged; ③There is a significant negative change to the intended use of fixed assets, such as idleness or forthcoming idleness of the fixed assets, termination or restructuring of the operating business to which the fixed assets belong to and disposal of fixed assets earlier than the end of its useful life, thereby resulting in negative influence on the Company; ④There is a significant current or recent change in the economic, technological and legal environment in which the Company operates and in the market in which fixed assets are, thereby resulting in negative influence on the Company; ⑤There is a significant increase in the market interest rate or return on investment in other markets, posing a potential impact on the discount rate on the calculation of the present value of the estimated future cash flows, thereby resulting in significant decrease in recoverable amount of fixed assets; ⑥There is evidence from internal reports of the enterprise that the economic benefits of the fixed assets have been lower or will be lower than expected, for example, the net cash flows or operating profits (or losses) of the fixed assets are far lower (or higher) than the expected amount; ⑦Other circumstances showing an indication of impairment of fixed assets (5) Other explanation Nil 15. Construction in process (1) Classification of construction in progress Calculated construction in process by items defined. (2) Standard and timing of converting projects under construction into fixed assets From the date on which the fixed assets built by the Company come into an expected usable state, the projects under construction are converted into fixed assets on the basis of the estimated value of project estimates or pricing or project actual costs, etc. Depreciation is calculated from the next month. Further adjustments are made to the difference of the original value of fixed assets after final accounting is completed upon completion of projects; however, the original depreciation is not adjusted. (3) Method of impairment testing and impairment provision for construction in progress The Company carries out a comprehensive inspection of projects under construction at the conclusion of each year. Where there is an indication of impairment, the recoverable amount is estimated and impairment is provided on the basis of the difference between the amount recoverable by a project and the carrying amount of such project. Impairment provision is not reversed during the period of duration of the assets once it is provided. 16. Borrowing costs (1) Recognition of capitalization of borrowing costs Borrowing costs comprise interest occurred, amortization of discounts or premiums, ancillary costs 74 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 and exchange differences in connection with foreign currency borrowings. The borrowing costs of the Company, which incur from the special borrowings occupied by the fixed assets that need more than one year (including one year) for construction, development of investment properties or inventories or from general borrowings, are capitalized and recorded in relevant assets costs; other borrowing costs are recognized as expenses and recorded in the profit or loss in the period when they are occurred. Relevant borrowing costs start to be capitalized when all of the following three conditions are met: ① Capital expenditure has been occurred; ② Borrowing costs have been occurred; ③Acquisition or construction necessary for the assets to come into an expected usable state has been carried out. (2) Period of capitalization of borrowing costs The borrowing costs in relation to acquisition or construction of fixed assets, investment properties and inventories, incurring before the assets reach an expected usable state or saleable state, are recorded in the costs of the assets when the above conditions of capitalization are met. (3) Capitalize cost suspension When acquisition or construction of fixed assets undergo abnormal suspension, and the suspension lasts for more than 3 months consecutively, then the capitalization of suspension borrowing ceases and will be recognized as current expenses, until the acquisition or construction of assets start again. When the expected usable state or saleable state is achieved, capitalization of borrowing costs ceases, and the borrowing costs incurring subsequently are directly recorded into financial expenses in the period when they are occurred. (4) Calculation of capitalized amounts of borrowing costs In respect of the special borrowings borrowed for acquisition, construction or production and development of the assets qualified for capitalization, the amount of interests expenses of the special borrowings actually occurred in the period less interest income derived from unused borrowings deposited in banks or less investment income derived from provisional investment, are recognized. With respect to the general borrowings occupied for acquisition, construction or production and development of the assets qualified for capitalization, the capitalized interest amount for general borrowings is calculated and recognized by multiplying a weighted average of the accumulated expenditure on the assets in excess of the expenditure on the some assets of the special borrowings, by a capitalization rate for general borrowings. The capitalization rate is determined by calculation of the weighted average interest rate of the general borrowings. 17. Biological assets Nil 18. Oil/gas assets Nil 19. Intangible assets 75 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (1) Measurement of intangible assets The intangible assets of the Company include land use rights etc. The cost of a purchased intangible asset shall be determined by the expenditure actually occurred and other related costs. The cost of an intangible asset contributed by an investor shall be determined in accordance with the value stipulated in the investment contract or agreement, except where the value stipulated in the contract or agreement is not fair. The intangible assets acquired through exchange of non-monetary assets, which is commercial in substance, is carried at the fair value of the assets exchanged out; for those not commercial in substance, they are carried at the carrying amount of the assets exchanged out. The intangible assets acquired through debt reorganization, are recognized at the fair value. (2) Service life estimation for intangible assets with limited service life Every period-end, re-checking the service life and amortization method for intangible assets with limited service life Item Service life expected Basis Land use right Years for rented or remaining service life Transfer Agreement of land use right or transferring Trademark use right 30 years Contract Computer software 3-5 years Predicted usable service life (3) Determination basis for intangible assets with uncertain service life Every period-end, re-checking the service life for intangible assets with uncertain service life (4) Withdrawal of impairment of intangible assets The Company tests impairment of the intangible assets with indefinite benefit years such as goodwill annually and estimates their recoverable amounts and impairment of the intangible asset is provided at the difference between the estimated recoverable amount and the carrying amount of such intangible assets. A year-end review is conducted to other intangible assets. When there is an indication of impairment, the recoverable amount is estimated and impairment of the intangible asset is provided at the difference between the estimated recoverable amount and the carrying amount of such intangible assets. The impairment provision is not reversed during the duration of the assets once it is provided. ①The intangible assets have been replaced by other new technology so that there is a material adverse effect on their capacity to generate economic benefits for the Company; ②The market value has fallen substantially in the current period and is not expected to recover in the remaining amortization period; ③ The intangible assets have exceeded the term protected by laws but some of them can still be used; ④Other circumstances sufficient to prove that impairment has been made actually (5) Divide the specific standards research stage and development stage Research stage: A stage doing original and planned study and research activities for obtaining and understanding new scientific and technical knowledge. Development stage: A stage applying the research achievements or other knowledge to a plan or design so as to produce new materials, devices and products with substantial modification before 76 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 commercial manufacture or use. (6) Calculation of expenditure for internal R&D projects Expenditure in the research stage of the intangible assets with independent research and development should be included in the profit or loss for the current period in which they are occurred; expenditure in the development stage should be recognized as intangible assets (patent technologies and non-patent technologies) when all of the following conditions are met: ①It is technically feasible that the intangible assets are completed for the purpose of their uses or sales; ②The Company has an intention to complete the intangible assets for their uses or the sale; ③Ways of creating economic benefits by intangible assets include proof of existing market of the products manufactured by use of intangible assets or the existing market of intangible assets and the proof of the use if the intangible assets are only for the Company’s internal use; ④The Company has sufficient technical and financial resources and other supporting resources to complete the research and development of such intangible assets and are capable of using or selling such intangible assets; ⑤Expenditure occurred in the development stage of such intangible assets can be accurately calculated; ⑥The cycle of the product produced with the intangible assets is above one year. 20. Amortization method of long-term prepaid expenses Long-term expenses to be amortized of the Company the expenses that are already charged and with the beneficial term of more than one year are evenly amortized over the beneficial term. For the long-term deferred expense items cannot benefit the subsequent accounting periods, the amortized value of such items is all recorded in the profit or loss during recognition. 21. Assets transfer with repurchase condition attached Nil 22. Estimated liability An obligation related to a contingency, such as guarantees provided to outsiders, pending litigations or arbitrations, product warranties, redundancy plans, onerous contracts, reconstructing, expected disposal of fixed assets, etc. shall be recognized as an estimated liability when all of the following conditions are satisfied: (1) Recognition standards for estimated liability ①the obligation is a present obligation of the Company; ② It is Contingent that an outflow of economic benefits will be required to settle the obligation; ③the amount of the obligation can be measured reliably. (2) Measurement method for estimated liability Measure on the basis of the best estimates of the expenses necessary for paying off the contingencies On the balance sheet date, the carrying amount of estimated liabilities is reviewed. If there is 77 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 obvious evidence that the carrying amount cannot actually reflect the current best estimates, then the carrying amount is adjusted according to the current best estimates. 23. Shares payment and equity instrument Nil (1) Category of shares payment Nil (2) Recognition method for fair-value of equity instrument Nil (3) Basis of best estimation for vesting equity instrument Nil (4) Relevant accounting treatment for implementation, amendment and termination of shares payment plan Nil 24. Shares of the Company repurchased Nil 25. Revenue (1) Detail judgment standards for recognition of selling goods revenue ①the Company has transferred to the buyer the significant risks and rewards of ownership of the goods; ②the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ③the amount of revenue can be measured reliably; ④ It is Contingent that the associated economic benefits will flow into the Company; (2) Recognition of revenue of assets using right abalienation Revenue from use by others of enterprise assets shall be recognized only when the associated economic benefit can flow into the Company, and the amount of revenue can be measured reliably. (3) Recognition basis and method of construction progress completion while recognize revenue from labor service providing and from construction contract by percentage of completion method Revenue from the rendering of services shall be recognized only when all of the following conditions are satisfied: the amount of revenue and costs occurred or to be occurred for the 78 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 transaction involving the rendering of services can be measured reliably; the associated economic benefits can flow into the Company; the stage of completion of the transaction can be measured reliably. 26. Government Subsidies (1) Category The government subsidy is divided into government subsidy related to profits and government subsidy related to assets. (2) Accounting treatment The government grants related to earnings are recognized as deferred earnings if they are used for compensating the relevant expenses or losses of the Company in subsequent periods, and are recorded in the profit or loss in the period of recognition of relevant expenses; if they are used to compensate the relevant expenses or losses occurred of the Company, they are directly recorded in the profit or loss. Asset-related government grants are recognized as deferred income, and are allocated evenly over the useful life of related assets and are included in the current profit and loss. However, the government grants measured at the nominal amount is recorded directly in the profit or loss. 27. Deferred income tax assets and deferred income tax liabilities (1) Basis of affirming the deferred income tax assets The Company takes the taxable income possibly used for deducting the deductible temporary differences to confirm the deferred income tax assets generated by deductible temporary differences (2) Basis of affirming the deferred income tax liabilities The Company affirms the currently and previously payable but unpaid taxable temporary differences as deferred income tax liabilities, but excluding goodwill, transaction formed by non-business merger and the temporary difference affecting neither accounting profits nor taxable income during this transaction. 28. Operation leasing, financing leasing (1) Accounting treatment of operation leasing Operating lease refers to other lease other than finance lease. The rental expenses of the operating leased assets are recognized as relevant assets costs or expenses over the lease term on a straight-line basis. (2) Accounting treatment of financing leasing Finance lease refers to a lease that has transferred in substance all the risks and rewards related to the ownership of an asset, no matter whether the ownership of it has been transferred eventually. The finance lease assets are carried at the lower of the fair value of the leased assets and the present value of the minimum lease payments on the lease beginning date, and the minimum lease payments are recorded in long-term payables, with the difference as unrecognized finance expenses. The initial direct costs arising from finance lease of the Company are recorded in the value of the leased assets. Depreciation and impairment are provided for the finance lease assets according to 79 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 the policies of the Company. Where there is reasonable assurance that the ownership of the leased assets can be obtained when the lease term expires, depreciation is provided for the leased assets over the estimated useful life. Otherwise, depreciation is provided for the leased assets at the lower of the lease term and the estimated useful life of the leased assets. The Company allocates the unrecognized financing expenses over the lease term by using the effective interest rate method and in accordance with the principles of borrowing costs. On the balance sheet date, the Company lists the difference of the long-term payables related to finance lease less unrecognized financing expenses as finance lease payable and non-current liabilities due within one year respectively. 29. Assets held for sales (1) Recognition of assets held for sales Nil (2) Accounting treatment of assets held for sales Nil 30. Assets securitization Nil 31. Hedge accounting Nil 32. Changes of major accounting policies and accounting estimation Whether there have changes of major accounting policies and accounting estimation in report period or not □ Yes √ No □ Not applicable (1) Changes in accounting policies Whether have changes in accounting policies in report period □ Yes √ No □ Not applicable (2) Changes in accounting estimates Whether have changes in accounting estimates in report period □ Yes √ No □ Not applicable 33. Error correction of previous accounting Whether has error correction of previous accounting occurred in this period 80 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 □ Yes √ No □ Not applicable (1) Retrospective Restatement Is there has errors of previous accounting adopt retrospective restatement in this period □ Yes √ No □ Not applicable (2) Prospective Application Is there has errors of previous accounting adopt retrospective restatement in this period □ Yes √ No □ Not applicable 34. Other major accounting policy, accounting estimation and preparation method for financial statement (1) Goodwill In the business combination not under the same control, the difference of the merger cost in excess of the fair value of net identifiable assets of the acquired party is recognized as the goodwill. Goodwill listed alone in financial statement, while conducting impairment testing, amortized book value of the goodwill to assets group or assets combination benefit from synergy effect of expected enterprise combination. If the recoverable amount of assets group or assets combination, that with goodwill amortized, lower its book value, than recognized as impairment losses correspondingly. Impairment losses should deducting book value of goodwill, amortized to assets group or assets combination, than deducting other book value of vary assets by proportion in line with ratio of book value of vary assets other than goodwill in such assets group or assets combination. (2) Employees’ remuneration Employees’ remuneration includes: employees’ salaries, bonus, allowance and subsidies; welfare provision; social insurance such as pension insurance, unemployment insurance and work injury insurance etc.; housing reserve fund, labor union expenditures and staff education expenditures; benefits not in monetary value; compensation paid for the termination of employment contracts with employees; relevant expenditures relating to the provision of other services by employees. In the accounting period in which employees provide service to the Company, payable employees’ remuneration is recognized as liabilities. Other than the compensation for termination of the labor relationship with employees, the employees’ remuneration is recorded in fixed assets costs, intangible assets costs, product costs or labor costs respectively according to the beneficiaries of the services provided by employees. The employees’ remuneration other than the above is directly recorded in the profit or loss. Prior to the expiry of the labor contracts of employees, the compensation for termination of the labor relationship with employees or encouraging employees to accept to be laid off is recognized as estimated liabilities and recorded in the profit or loss. (3) Accounting for income tax The Company applies the balance sheet liability method for accounting of income tax. Current income tax and deferred income tax is recorded in the profit or loss as income tax expenses or gains, but the income tax arising from the following conditions is excluded: 1) Business combination; 2) The transaction events directly recognized in the owner’s equity. (V) Taxation 1. Major taxes and tax rates 81 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Tax Basis Tax rate Tax rate for sale of goods is 17%; rate for exported commodities is VAT Sale of goods stipulated by the state with declaration of export tax rebate, rate of tax may be “exempted, credited and refunded” Consumption tax Operation tax Revenue from lease 5% City maintaining & construction tax Turnover tax payable 7% Corporation income tax Taxable income 15% for the parent company The income tax rates applicable to each Branch Company or plant The Company and its subsidiaries Weifu Jinning, Weifu Diesel System, Weifu Leader and Ningbo Weifu Tianli Pressurized Technology Co., Ltd. (Weifu Tianli for short) are all high-tech enterprises, and enjoy a preferential tax rate of 15% according to relevant state regulations on income taxation. The income tax of Wuxi Weifu Mashan Oil Pump and Oil Nozzle Co., Ltd. (hereinafter referred to as “Weifu Mashan”), Wuxi Weifu Chang’an Fuel Co., Ltd. (hereinafter referred to as “Weifu Chang’an), Wuxi Weifu International Trade Co., Ltd. (hereinafter referred to as “Weifu International Trade”), Jiangsu Weifu Nano Technology Co., Ltd. (hereinafter referred to as “Weifu Nano”), Wuxi Weifu ITM Booster Technology Co., Ltd.(former Wuxi Weifu ITM Information Machinery Development Co., Ltd. ; hereinafter referred to as “Weifu ITM”), Wuxi Weifu Schmitter Power System Parts and Components Co., Ltd. (hereinafter referred to as “Weifu Schmitter”), Chaoyang Weifu Jialin Machinery Manufactures Co., Ltd. (hereinafter referred to as “Weifu Jialin”), Kunming Xitong Machinery Co., Ltd. (hereinafter referred to as “Kunming Xitong”) and Anhui Weifu Tianshi Machinery Co., Ltd. (hereinafter referred to as “Weifu Tianshi”) is 25%. 2. Tax preference and approvals No. Enterprise Certification Serials of Issuring or (receiving) dated Expiration Hi-Tech Enterprise 1 Parent company GF201132000279 2011-9-9 3-year 2 Nanjing Jinning GF201132000048 2011-9-9 3-year 3 Weifu Diesel System GF201132000112 2011-9-9 3-year 4 Weifu Lida GF201132000006 2011-9-9 3-year 5 Weifu Tianli GF201133100022 2011-9-6 3-year 3. Other explanation Nil (VI) Enterprise consolidation and consolidated financial statements General explanation for enterprise consolidation and consolidated financial statement: 1. Subsidiary 82 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (1) Subsidiaries acquired by means of establishment or investment Unit: RMB The balance after the Amount parent company’s in owner’s equity writing Statem minority down the excess of the Balance of Investmen Holdin Voting ents interest current loss undertaken Registra other items Minority Business Registered Currenc t amount g right combi used for by minority Name Type tion Business scope materially interest nature capital y actual at proport proportio ned or writing shareholders of the place forming net period-end ion (%) n (%) not down subsidiary over the investment minority share enjoyed by to subsidiary gain and minority shareholders loss in the original owner’s equity of the subsidiary Weifu Accessories and Mashan Fuel Wholly-owned Manufac matching parts of 8,693,380. Wuxi 45,000,000.00 CNY 100% 100% Yes Injection subsidiary turing internal combustion 51 Co., Ltd. engine Accessories and Weifu Wholly-owned Manufac matching parts of 70,902,03 Chang’an Wuxi 60,000,000.00 CNY 100% 100% Yes subsidiary turing internal combustion 7.30 Co., Ltd. engine Jiangsu Weifu Nano Controlling Manufac 24,000,00 5,804,26 Wuxi 30,000,000.00 CNY Nano material 80% 80% Yes Technology subsidiary turing 0.00 6.83 Co., Ltd. Weifu Auto Accessories and Diesel Wholly-owned Manufac 300,000,000.0 matching parts of 260,187,5 Wuxi CNY 100% 100% Yes System Co., subsidiary turing 0 internal combustion 00.00 Ltd. engine Weifu Accessories and Schmitter Controlling Manufac matching parts of 8,100,000. 5,545,44 Power Wuxi 18,000,000.00 CNY 45% 45% Yes subsidiary turing internal combustion 00 1.91 System Part engine Co., ltd Anhui Weifu Accessories and Tianshi Controlling Quanjia Manufac matching parts of 5,200,000. 4,345,30 10,000,000.00 CNY 52% 52% Yes Machinery subsidiary o turing internal combustion 00 1.48 Co., Ltd engine Other explanation on subsidiary obtained by establishment or investment: Nil 83 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (2) Subsidiaries acquired by business combination under the common control Unit: RMB Balance between the owners’ equity in parent Balance offsetting the Amount current losses of other in attributable to items minority minority which Consoli Actual interest sharehoders actually Holding Voting dated Name of Type of Register Business Registered Curre Business investment Minority available of constitut proportion proportion stateme subsidiary subsidiary ed place nature capital ncy scope amount at interests to offset subsidiaries es net % % nt period-end minority over the share investm Yes/No gains of beginning ent in and owner’s subsidia losses equity in such ries subsidiaries by the minority shareholders Accessories Nanjing and matching Controllin Weifu parts of g Nanjing Manufacturing 346,286,825.80 CNY 178,639,593.52 80% 80% Yes 130,961,949.37 Jinning Co., internal subsidiary Ltd combustion engine Weifu Lida Controllin Catalytic Cleaner, g Wuxi Manufacturing 260,000,000.00 CNY 230,113,855.00 94.81% 94.81% Yes 28,026,699.55 Converter muffler subsidiary Co., Ltd. Weifu Controllin International International g Wuxi Trading 30,000,000.00 CNY 30,999,996.22 100% 100% Yes Trade Co., trade subsidiary Ltd. Other explanation on subsidiary obtained by enterprise merger under same control: Nil 84 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (3) Subsidiaries acquired by business combination not under the common control Unit: RMB Balance between the owners’ equity in parent offsetting the current losses Amount in attributable to Balance of other minority minority Actual items which Consolidat interest sharehoders of Holding Name of Type of Registered investment actually Voting ed Minority available subsidiaries over Business nature Registered capital Currency Business scope proportion subsidiary subsidiary place amount at constitutes net proportion% statement interests to offset the share of % period-end investment in Yes/No minority beginning subsidiaries gains and owner’s equity losses in such subsidiaries by the minority shareholders Weifu ITM Accessories and Pressure Wholly-owned Wuxi Manufacturing 160,000,000.00 CNY matching parts of internal 167,000,000.00 100% 100% Yes Technology subsidiary combustion engine Co., Ltd Ningbo Weifu Accessories and Tianli Pressure Controlling Ningbo Manufacturing 104,690,000.00 CNY matching parts of internal 90,229,100.00 51% 51% Yes 95,169,053.20 Technology subsidiary combustion engine Co., Ltd Chaoyang Weifu Jialin Accessories and Controlling Machinery Chaoyang Manufacturing 8,000,000.00 CNY matching parts of internal 4,685,868.73 51% 51% Yes 5,283,029.09 subsidiary Manufacture combustion engine Co., Ltd. Kunming Accessories and Xitong Controlling Kunming Manufacturing 4,000,000.00 CNY matching parts of internal 5,471,793.17 70% 70% Yes 3,206,682.15 Machinery subsidiary combustion engine Co., Ltd. Other explanation on subsidiary obtained by enterprise merger not under the same control: Nil 85 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 2. Special purposes entity or operation entity where controlling right is formed under entrusted operation or leasing □ Applicable √ Non-applicable Other explanation for special purposes entity or operation entity where controlling right is formed under entrusted operation or leasing: 3. Explanation for changes in consolidation scope Explanation for changes in consolidation scope: NameoftheCompany Whetheritisconsolidated in this yearor not Whetheritwasconsolidatedin lastyearornot Weifu Mashan Yes Yes Weifu Chang’an Yes Yes Weifu Nano Yes Yes Weifu Diesel System Yes Yes Weifu Jinning Yes Yes Weifu Lida Yes Yes Weifu International Trade Yes Yes Weifu Schmitter Yes Yes Weifu ITM Yes Yes Weifu Tianli Yes Yes Weifu Jialin Yes Yes Weifu Tianshi Yes Yes Kunming Xitong Yes Yes Weifu Jida No Yes Weifu Jida, short for Weifu Jida New Material Application Development Co., Ltd, was cancelled in September 2011, the profit statement and cash flow statement from period-begin of last period to conciliation date was consolidated into consolidation financial statement range √ Applicable □ Not applicable Comparing with last year, units increased in this year (period), reasons are: Comparing with last year, one unit decreased in this year (period), reasons are: Weifu Jida, short for Weifu Jida New Material Application Development Co., Ltd, was cancelled in September 2011, the profit statement and cash flow statement from period-begin of last period to conciliation date was consolidated into consolidation financial statement range 4. Entities newly included in consolidate scope during the reporting period and entities ceasing to be included in consolidate scope during the reporting period Weifu Jida, short for Weifu Jida New Material Application Development Co., Ltd, was cancelled in September 2011, reckoned into no consolidation range in reporting period. Subsidiaries, special purposes entities, operation entity where controlling right is formed under entrusted operation or leasing newly included in consolidation scope during the period Unit: RMB Name Net assets as at period-end Net profit for the period Subsidiaries, special purposes entities, operation entity where controlling right is formed under entrusted operation or leasing ceasing to be included in consolidation scope during the period Unit: RMB Net profit from the year-begin to Name Net assets as at the disposal date the disposal date Other explanation on entities newly included in consolidation scope and entities ceasing to be included in consolidation scope: 86 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 5. Business combination under the common control during the reporting period Unit: RMB Basis for Consolidated Consolidated Consolidated net determination of Actual controller income for the operating activities profit from this Party to be consolidated business under the common period from the cash flow from this period to combination under control period-begin to period to consolidation date the common control consolidation date consolidation date Other explanation for business combination under the common control: 6. Business combination not under the common control during the reporting period Unit: RMB Party to be consolidated Amount of goodwill Calculation method for goodwill Other explanation for business combination not under the common control: 7. Loss of subsidiaries due to disposal of equity interests without controlling rights during the reporting period Subsidiary Disposal date Recognition method for gains and losses Other explanation for loss of subsidiaries due to disposal of equity interests without controlling rights 8. Counter purchase occurred during the reporting period Calculation method for goodwill recognized in Basis for determination of Determination method for consolidation or recorded in Backdoor counter purchase consolidated costs current gains and losses Other explanation for counter purchase: 9. Absorption consolidation occurred during the reporting period Unit: RMB Types of absorption consolidation Major assets consolidated Major liabilities consolidated Absorption consolidation under common control Item Amount Item Amount Absorption consolidation not under common Item Amount Item Amount control Other explanation for absorption consolidation: 10. Translation exchange rates for items in major statements of overseas operating entities Nil (VII) Notes to major items in consolidated financial statements 1. Monetary capital Unit: RMB Amount at period-end Amount at period-beginning Item Amount in foreign Convert Amount in Converting Amount in RMB Amount in RMB currency ing rate foreign currency rate Cash: -- -- 584,048.80 -- -- 425,963.50 RMB -- -- 584,048.80 -- -- 425,963.50 87 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Bank deposit: -- -- 2,942,868,702.46 -- -- 745,352,800.72 RMB -- -- 2,942,352,581.56 -- -- 740,740,138.08 EUR 61,184.26 7.871 481,581.31 560,896.20 8.1625 4,578,315.24 USD 5,460.89 6.3249 34,539.59 5,451.19 6.3009 34,347.40 Other currency capitals: -- -- 93,495,339.89 -- -- 109,274,835.16 RMB -- -- 93,495,339.89 -- -- 109,274,835.16 Total -- -- 3,036,948,091.15 -- -- 855,053,599.38 Separate explanation is required for accounts with restricted application purposes, deposited overseas and of potential recovery risks arising from pledge, mortgage or frozen: Item 2012-06-30 2011-12-31 Bank acceptance bill, L/C and other collateral 93,495,339.89 109,274,835.16 2. Transactional financial assets (1) Transactional financial assets Unit: RMB Item Fair value as at period-end Fair value as at period-begin Transactional debt investments Transactional equity instrument investments Financial assets designated at fair value through profit and losses Derivative financial assets Hedge instruments Others Total (2) Realization of restricted transactional financial assets Unit: RMB Other significant restrictions on restriction Item Amount as at period-end conditions for sale or realization (3) Explanation for hedge instruments and related hedge transactions 3. Notes receivables (1) Classification of notes receivables Unit: RMB Types Amount at period-end Amount at period-begin Commercial acceptance bill 62,190,000.00 48,430,000.00 Bank acceptance bill 1,273,959,142.95 1,178,588,757.27 Total 1,336,149,142.95 1,227,018,757.27 (2) Notes receivable already pledged by the Company at the end of the period Unit: RMB 88 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Issuer Issue date Expiring date Amount Notes Dongfeng Cummins Engine Co., Ltd. 2012-02-24 2012-08-24 17,000,000.00 Dongfeng Cummins Engine Co., Ltd. 2012-03-27 2012-09-27 13,000,000.00 Dongfeng Cummins Engine Co., Ltd. 2012-04-24 2012-10-24 10,000,000.00 Dongfeng Automobile Co., Ltd. 2012-02-15 2012-08-15 10,000,000.00 Weichai Power Co., Ltd 2012-01-16 2012-07-16 10,000,000.00 Total -- -- 60,000,000.00 -- Note: The bank acceptance bill 111,993,338.06 in note receivable at period-end was pledge for note payable issued. (3)Transfer of notes to notes receivable due to the issuer’s impossibility to perform its obligations, and un-matured notes endorsed to others by the Company as at the period-end Unit: RMB Issuer Issue date Expiring date Amount Notes Mianyang XCE Co., Ltd. 2012-03-26 2012-09-26 10,000,000.00 Tenneco Tongtai (Dalian) Exhaust System Co., Ltd. 2012-02-20 2012-08-20 9,690,010.91 Anhui Jianghui Automobile Co., Ltd 2012-05-15 2012-11-15 9,000,000.00 Geely Group 2012-03-09 2012-09-09 8,000,000.00 Dongfeng Automobile Co., Ltd. 2012-01-11 2012-07-11 7,805,000.00 Total -- -- 44,495,010.91 -- Explanation: Nil Un-matured notes endorsed to others by the Company Unit: RMB Issuer Issue date Expiring date Amount Notes Mianyang XCE Co., Ltd. 2012-03-26 2012-09-26 10,000,000.00 Tenneco Tongtai (Dalian) Exhaust System Co., Ltd. 2012-02-20 2012-08-20 9,690,010.91 Anhui Jianghui Automobile Co., Ltd 2012-05-15 2012-11-15 9,000,000.00 Geely Group 2012-03-09 2012-09-09 8,000,000.00 Dongfeng Automobile Co., Ltd. 2012-01-11 2012-07-11 7,805,000.00 Total -- -- 44,495,010.91 -- Explanation: Nil Explanation for commercial acceptance notes discounted or pledged: Nil 4. Dividend receivables Unit: RMB Amount at Increase in this Decrease in this Amount at Items period-begin period period period-end Dividend receivables aging within 1 year 0.00 740,000.00 0.00 740,000.00 Including: Cash dividend of SDEC 740,000.00 740,000.00 Dividend receivables aging over 1 year 0.00 0.00 0.00 0.00 Including: -- -- -- -- Total 0.00 740,000.00 0.00 740,000.00 Explanation: Nil 89 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 5. Interests receivables (1) Interests receivables Unit: RMB Items Amount at period-begin Increase in this period Decrease in this period Amount at period-end Total (2)Overdue interests Unit: RMB Loan provider Times overdue (days) Overdue interests Total -- (3)Explanation for interests’ receivables 6. Account receivables (1) Classified by categories Unit: RMB Amount at period-end Amount at period-begin Book balance Bad debt reserve Book balance Bad debt reserve Categories Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Account receivable with single significant amount and 6,919,976.11 0.64% 6,919,976.11 100% 6,919,976.11 0.58% 6,919,976.11 100% withdrawal bad debt provision separately Account receivable of bad debt provision withdrawal by combination At book aging 1,060,427,717.35 98.54% 7,989,630.18 0.75% 1,172,628,088.90 98.63% 5,504,933.86 0.47% Subtotal of group 1,060,427,717.35 98.54% 7,989,630.18 0.75% 1,172,628,088.90 98.63% 5,504,933.86 0.47% Account receivable with single minor amount but 8,798,115.06 0.82% 8,798,115.06 100% 9,402,820.72 0.79% 9,402,820.72 100% withdrawal bad debt provision singelly Total 1,076,145,808.52 -- 23,707,721.35 -- 1,188,950,885.73 -- 21,827,730.69 -- Explanation for category of account receivables: Other accounts receivable with amount in single item above RMB 1 million indicated other accounts receivable with significant amount in single item from which provision for bad debt was still drawn based on account age analysis method, as no objective evidence showed that the potential depreciation would exceed provision for bad debt drawn by age analysis. √ Applicable □ Not applicable Unit: RMB Accrual Bad debt Content of account receivable Book balance proportion Reasons amount (%) Liuzhou Special Diesel Plant 1,612,018.00 1,612,018.00 100% The account was too old to collect Shaoyang Shenfeng Power Manufacture Co., ltd 1,589,871.23 1,589,871.23 100% The account was too old to collect Changchai Wanzhou Diesel Co., ltd 1,500,000.00 1,500,000.00 100% The account was too old to collect 90 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Yuejin Light-Vehicle Co., Ltd. 1,218,086.88 1,218,086.88 100% The account was too old to collect Henan Agricultural Machinery Co 1,000,000.00 1,000,000.00 100% The account was too old to collect Total 6,919,976.11 6,919,976.11 -- Account receivable provided for bad debt reserve under aging analysis method in the groups: √ Applicable □ Non-applicable Unit: RMB Amount at period-end Amount at period-begin Book balance Book balance Aging Proportion bad debt reserve Proportion bad debt reserve Amount Amount (%) (%) within 1 year Including: -- -- -- -- -- -- Within 6 months 1,012,923,991.86 95.53% 1,141,043,177.04 97.31% 6 months to 1 year 35,942,589.45 3.39% 3,594,258.93 22,677,232.78 1.93% 2,267,723.28 Subtotal of within 1 year 1,048,866,581.31 98.92% 3,594,258.93 1,163,720,409.82 99.24% 2,267,723.28 1-2 years 6,944,213.11 0.65% 1,388,842.63 4,756,969.14 0.41% 951,393.83 2-3 years 2,683,990.52 0.25% 1,073,596.21 3,108,155.32 0.26% 1,243,262.13 Over 3 years 1,932,932.41 0.18% 1,932,932.41 1,042,554.62 0.09% 1,042,554.62 3-4 years 4-5 years Over 5 years Total 1,060,427,717.35 -- 7,989,630.18 1,172,628,088.90 -- 5,504,933.86 Account receivables provided for bad debt reserve under balance percentage method in the groups: □ Applicable√ Non-applicable Account receivables provided for bad debt reserve under other method in the groups: □ Applicable√ Non-applicable Account receivable with single minor amount but withdrawal bad debt provision separately as at period-end √ Applicable □ Non-applicable Unit: RMB Book Bad debt Provision Contents of account receivables Reason for provision balance provision proportion Changchai Wanzhou Diesel Co., ltd 837,472.95 837,472.95 100% The account was too old to collect Hubei Duoling Power Machinery Co., Ltd 775,624.61 775,624.61 100% The account was too old to collect Henan Xinxiang Internal Combustion Engine Plan 753,754.25 753,754.25 100% The account was too old to collect Yunnan Jinma Diesel General Plan 579,210.11 579,210.11 100% The account was too old to collect Dongfeng Nanchong Automobile Co., Ltd 569,974.38 569,974.38 100% The account was too old to collect Guangxi Liuzhou Zhongxin Engine Co., Ltd 474,895.94 474,895.94 100% The account was too old to collect Zhejiang Agriculture Machinery Accessory Co., 457,800.00 457,800.00 100% The account was too old to collect Ltd Weichai Power Co., Ltd 449,858.70 449,858.70 100% The account was too old to collect Jiangmen Zhongyu Material Supplying Co., Ltd 411,734.00 411,734.00 100% The account was too old to collect Changchai Group Jintan Diesel General Plant 375,035.52 375,035.52 100% The account was too old to collect Fujian Longma Agriculture-Vehicle Manufacture 365,169.92 365,169.92 100% The account was too old to collect Co., Ltd Kunming Zhongantong Jimao Co., Ltd 328,425.01 328,425.01 100% The account was too old to collect Beijing Pingyang Road Communication Equipment 308,588.58 308,588.58 100% The account was too old to collect Co., Ltd Other clients 2,110,571.09 2,110,571.09 100% The account was too old to collect Total 8,798,115.06 8,798,115.06 100% -- 91 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (2) Reversal or recovery of account receivables during the reporting period Unit: RMB Basis for determination Accumulated provision of Contents of account Reason for reversal Amounts reversed or of original bad debt bad debt reserve before receivables of recovery recovered reserve reversal or recovery Total -- -- 0.00 -- Provision for bad debt reserve for account receivable with single significant or minor amount but tested for impairment separately as at period-end: Provision Contents of account receivables Book balance Bad debt amount proportion Reasons (%) Significant single amount and 6,919,976.11 6,919,976.11 100% The account was too old to collect withdrawal bad debt provision single Minor single amount but withdrawal 8,798,115.06 8,798,115.06 100% The account was too old to collect bad debt provision single Total 15,718,091.17 15,718,091.17 -- -- Explanation for account receivable with single minor amount while the risks of the group categorized with similar risk characteristics are relative significant: Account receivable with minor single amount but has major risk after combination with credit risk characteristic, has long account age for hard to collected (3) Account receivables actually written-off during the reporting period Unit: RMB Nature of account Time of Amount Whether arising from Name of unit Reason for write-off receivables write-off written off related transactions The account was too old Jiangsu Rubu Diesel Plant Amount for goods 2012-03-29 121,710.70 No to collect Chengdu Yunnei Power Co., The account was too old Amount for goods 2012-06-30 7,750.00 No Ltd. to collect Total -- -- 129,460.70 -- -- Explanation for write-off of account receivables: Nil (4) Account receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period √ Applicable □ Not applicable Unit: RMB Amount at period-end Amount at period-begin Name of the company Bad debt Bad debt Book balance Book balance provision accrual provision accrual ROBERT BOSCH GMBH(German Bosch) 4,774,244.40 0.00 0.00 0.00 Bosch Automobile Diesel System Co., Ltd 38,956,876.52 0.00 38,105,143.26 0.00 Total 43,731,120.92 0.00 38,105,143.26 0.00 (5) Top 5 account receivable Unit: RMB 92 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Relationship with the Proportion in total Name of the company Amount Terms Company account receivables (%) Client 1 Client 92,122,748.03 Within 1 year 8.57% Client 2 Client 90,609,271.40 Within 1 year 8.42% Client 3 Client 82,352,177.77 Within 1 year 7.65% Client 4 Client 78,997,320.87 Within 1 year 7.34% Client 5 Client 77,088,693.35 Within 1 year 7.16% Total -- 421,170,211.42 -- 39.14% (6) Account receivables due from related parties Unit: RMB Proportion in total Name of the company Relationship with the Company Amount account receivables (%) ROBERT BOSCH GMBH(German Bosch) Second largest shareholder of the Company 4,774,244.40 0.44% Affiliated company, Controlling subsidiary Bosch Automobile Diesel System Co., Ltd 38,956,876.52 3.63% of ROBERT BOSCH GMBH(German Bosch) Weifu Autocam Precision Machinery Corp. Joint venture 374,563.26 0.03% Weifu Environment Catalysts Co., Ltd Joint venture 3,976,569.38 0.37% Total -- 48,082,253.56 4.47% (7) Account receivables derecognized Unit: RMB Item De-recognition amount Gains or losses related to derecognizing Total 0.00 0.00 (8) As for securities with account receivables as target subject, list the assets and liabilities arising from further involvement Unit: RMB Item Period-end Assets: Assets subtotal 0 Liabilities: Liabilities subtotal 0.00 7. Other receivables (1) Disclosure of other receivables by classification Unit: RMB Amount at period-end Amount at period-begin Book balance Bad debt reserve Book balance Bad debt reserve Categories Proportion Proportio Proportion Proportio Amount Amount Amount Amount (%) n (%) (%) n (%) 93 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Other receivable with single significant amount and 2,000,000.00 12.89% 2,000,000.00 100% 2,000,000.00 12.08% 2,000,000.00 100% withdrawal bad debt provision separately Other receivable of bad debt provision withdrawal by combination By age 11,118,612.93 71.64% 142,815.21 12.84% 12,152,541.53 73.42% 169,130.65 1.39% Subtotal of group 11,118,612.93 71.64% 142,815.21 12.84% 12,152,541.53 73.42% 169,130.65 1.39% Other receivable with single minor amount while withdrawal bad 2,400,000.00 15.47% 2,400,000.00 100% 2,400,000.00 14.5% 2,400,000.00 100% debt provision separately Total 15,518,612.93 -- 4,542,815.21 -- 16,552,541.53 -- 4,569,130.65 -- Explanation for category of other receivables: Other accounts receivable with amount in single item above RMB 1 million indicated other accounts receivable with significant amount in single item from which provision for bad debt was still drawn based on account age analysis method, as no objective evidence showed that the potential depreciation would exceed provision for bad debt drawn by age analysis. Other receivable with single significant amount and withdrawal bad debt provision separately √ Applicable □ Non-applicable Unit: RMB Bad debt Contents of other receivables Book balance Provision proportion Reason for provision provision Jiangsu Techniques and 2,000,000.00 2,000,000.00 100% The account was too old to collect Technology Center Total 2,000,000.00 2,000,000.00 -- -- Other receivable provided for bad debt reserve under aging analysis method in the groups: √ Applicable □ Non-applicable Unit: RMB Amount at period-end Amount at period-begin Book balance Book balance Aging Proporti bad debt reserve Proporti bad debt reserve Amount Amount on (%) on (%) within 1 year Including: Within 6 months 10,551,566.73 94.9% 11,420,349.73 93.97% 6 months to 1 year 261,284.29 2.35% 26,128.43 271,263.60 2.23% 27,126.36 Subtotal of within 1 year 10,812,851.02 97.25% 26,128.43 11,691,613.33 96.2% 27,126.36 1-2 years 220,084.88 1.98% 44,016.98 392,729.88 3.23% 78,545.97 2-3 years 21,678.71 0.19% 8,671.48 7,900.00 0.07% 3,160.00 Over 3 years 63,998.32 0.58% 63,998.32 60,298.32 0.5% 60,298.32 3-4 years 4-5 years Over 5 years Total 11,118,612.93 -- 142,815.21 12,152,541.53 -- 169,130.65 Other receivables provided for bad debt reserve under balance percentage method in the groups: □ Applicable √ Non-applicable Other receivables provided for bad debt reserve under other method in the groups: □ Applicable √ Non-applicable Other receivable with single minor amount but withdrawal bad debt provision separately as at period-end √ Applicable □ Non-applicable Unit: RMB 94 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Bad debt Provision Contents of other receivables Book balance Reason for provision provision proportion Nanjing University 600,000.00 600,000.00 100% The account was too old to collect Southeast University 600,000.00 600,000.00 100% The account was too old to collect Nanjing University of Science and Technology 600,000.00 600,000.00 100% The account was too old to collect Nanjing University of Technology 600,000.00 600,000.00 100% The account was too old to collect Total 2,400,000.00 2,400,000.00 100% -- (2) Reversal or recovery of other receivables during the reporting period Unit: RMB Basis for determination Accumulated provision of Contents of other Reason for reversal Amounts reversed or of original bad debt bad debt reserve before receivables of recovery recovered reserve reversal or recovery Total -- -- 0.00 -- Provision for bad debt reserve for other receivable with single significant or minor amount but tested for impairment separately as at period-end: Provision Contents of account receivables Book balance Bad debt amount Reasons proportion (%) Significant single amount and withdrawal The account was too old 2,000,000.00 2,000,000.00 100% bad debt provision single to collect Minor single amount but withdrawal bad The account was too old 2,400,000.00 2,400,000.00 100% debt provision single to collect Total 4,400,000.00 4,400,000.00 -- -- Explanation for other receivable with single minor amount while the risks of the group categorized with similar risk characteristics are relative significant: Other account receivable with minor single amount but has major risk after combination with credit risk characteristic, has long account age for hard to collected (3) Other receivables actually written-off during the reporting period Unit: RMB Nature of other Reason for Whether arising from Name of unit Time of write-off Amount written off receivables write-off related transactions Total -- -- 0.00 -- -- Explanation for write-off of other receivables: (4) Other receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period □ Applicable √ Not applicable (5) Nature or content of other receivables with significant amount Unit: RMB Nature or content of Proportion in total other receivables Name of the company Amount account (%) Jiangsu Techniques and Technology Center 2,000,000.00 12.87% Total 2,000,000.00 -- 12.87% Explanation: 95 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Nil (6) Top 5 other receivable Unit: RMB Relationship with the Proportion in total other Name of the company Amount Terms Company account receivables (%) Jiangsu Techniques and Technology Center Non-related party 2,000,000.00 Over 3 years 12.87% Nanjing University Non-related party 600,000.00 Over 3 years 3.87% Southeast University Non-related party 600,000.00 Over 3 years 3.87% Nanjing University of Science and Non-related party 600,000.00 Over 3 years 3.87% Technology Nanjing University of Technology Non-related party 600,000.00 Over 3 years 3.87% Total -- 4,400,000.00 -- 28.35% (7) Other receivables due from related parties Unit: RMB Proportion in total other Name of the company Relationship with the Company Amount receivables (%) Total -- 0.00 (8) Other receivables derecognized Unit: RMB Item De-recognition amount Gains or losses related to de-recognition Total 0.00 (9) As for securities with other receivables as target subject, list the assets and liabilities arising from further involvement Unit: RMB Item Period-end Assets: Assets subtotal 0 Liabilities: Liabilities subtotal 8. Payment in advance (1) Analysis of payments in advance by aging Unit: RMB Amount at period-end Amount at period-begin Aging Amount Proportion (%) Amount Proportion (%) within 1 year 98,911,449.39 87.12% 171,369,448.54 93.44% 96 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 1-2 years 13,345,672.02 11.75% 10,928,451.50 5.96% 2-3 years 1,013,980.76 0.89% 734,482.92 0.4% Over 3 years 269,949.25 0.24% 375,476.08 0.2% Total 113,541,051.42 -- 183,407,859.04 -- Explanation for aging analysis of payments in advance: Nil (2) Top 5 of payments in advance Unit: RMB Relationship with the Name of the company Amount Time Reason for unsettlement Company Amount of projects paid Jiangsu Zhengfangyuan Construction Group Non-related party 7,288,900.00 2012-06-18 in advance SUNLAY (HONG KONG) DEVELOPMENT Amount of goods paid in Non-related party 4,714,074.92 2012-06-08 TRADING LIMITED advance Jiangsu Huihong International Group Native Amount of equipment Non-related party 4,400,241.24 2011-12-05 Products Imp &Exp Co., Ltd paid in advance Amount of goods paid in SASOL GERMANY GMBH Non-related party 3,980,328.59 2012-06-14 advance Nantong Construction Group Joint-Stock Co., Amount of projects paid Non-related party 3,562,362.00 2012-01-20 Ltd. in advance Total -- 23,945,906.75 -- -- Explanation for major units paid in advance: Nil (3) Shareholders holding 5% or above voting shares of the Company in payments in advance during the reporting period √Applicable □ Non-applicable Unit: RMB Amount at period-end Amount at period-begin Name of the company Bad debt provision Bad debt provision Book balance Book balance accrual accrual ROBERT BOSCH GMBH (German Bosch) 67,840.00 0.00 0.00 0.00 Total 67,840.00 0.00 0.00 0.00 (4) Explanation for payment in advance Nil 9. Inventory (1) Classification Unit: RMB Amount at period-end Amount at period-begin Item Depreciation Depreciation Book balance Book value Book balance Book value provision provision Raw materials 181,755,319.28 44,057,286.29 137,698,032.99 194,619,066.60 44,694,662.30 149,924,404.30 Product in process 185,544,924.83 4,220,541.89 181,324,382.94 154,676,188.96 4,220,541.89 150,455,647.07 97 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Stock products 547,910,112.27 55,528,087.38 492,382,024.89 638,730,126.78 55,528,087.37 583,202,039.41 Revolving materials Consumptive biological assets Total 915,210,356.38 103,805,915.56 811,404,440.82 988,025,382.34 104,443,291.56 883,582,090.78 (2) Inventory impairment provision Unit: RMB Book-balance as at Provision for this Decrease during this year Book-balance as at Kinds of inventories period-begin period Reversal Written-off period-end Raw materials 44,694,662.30 71,492.00 708,868.00 44,057,286.29 Product in process 4,220,541.89 4,220,541.89 Stock products 55,528,087.37 55,528,087.38 Revolving materials Consumptive biological assets Total 104,443,291.56 71,492.00 0.00 708,868.00 103,805,915.56 (3) Particular about inventory impairment provision Reason for Proportion of the reversal amount Item Provision basis reversal during during the year in the period-end the year balance of the inventory Compared cost of inventory at period-end with its net realizable value by single item comparison method and withdrew provision for price drop according to the Charge-off balance between the net realizable value and cost. As mainly due to Raw materials 0.39% the country improved standard for vehicle exhaust the sales for emission, the Company had correspondingly withdrawn external provision for devaluation for products and relevant raw materials failing to meet new standard. Stock commodities Goods in process Turn-over material Consumption biological assets Explanation on inventory Nil 10. Other current assets Unit: RMB Item Amount at period-end Amount at period-begin Receivable export tax rebates 9,803,860.80 10,199,548.21 Others 35,477.00 Total 9,803,860.80 10,235,025.21 Explanation on other current assets Nil 11. Financial assets available for sale (1) Particular about financial assets available for sale Unit: RMB 98 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Item Fair-value at period-end Fair-value at period-begin Bond available for sale Equity instrument available for sale 290,080,000.00 0.00 Other Total 290,080,000.00 0.00 For financial assets available for sale that re-category from investment held to maturity, re-category amounting as 0 yuan, and takes 0% of the investment held to maturity before re-category. Explanation on financial assets available for sale Nil (2) Long-term debt investment in financial assets available for sales Unit: RMB Interest Initial Balance at receivable or Balance at Bond Type Book value investment Expired dated Interest period-begin received period-end cost accumulative Total -- -- 0.00 -- 0.00 0.00 0.00 0.00 Explanation on long-term debt investment in financial assets available for sales 12. Held-to-maturity investment (1) Particular about held-to-maturity investment Unit: RMB Item Book balance at period-end Book balance at period-begin Total 0.00 0.00 Explanation on held-to-maturity investment (2) Held-to-maturity investment that sold in report period but not expired Unit: RMB Item Amount Proportion in amount before sold (%) Total 0.00 -- Explanation on held-to-maturity investment that sold in report period but not expired 13. Long-term account receivable Unit: RMB Type Amount at period-end Amount at period-begin Financing leasing Incl: Un-realized financing income Commodity sales for installment receivables Labor service provided for installment receivables Other Total 0.00 0.00 99 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 14. Investment for affiliated enterprise and joint ventures Unit: RMB Propor Equit tion of y voting propo rights Total Regis Busine rtion Total Total Total net Net profit Invested Legal Register Curre in operation Type ter ss held assets at liability at assets at in this company rep. capital ncy invest revenue in place nature by the period-end period-end period-end period ed this period Comp compa any ny (%) (%) I. Joint venture Limited Weifu Liability Autom Autocam Compan Gao otive 10,000,00 166,654,44 28,569,254 138,085,19 77,768,958 11,734,81 Precision y Wuxi Guoy USD 50% 50% spare 0.00 4.69 .26 0.43 .52 4.32 Machine (joint-ve uan parts ry Corp. ntur e) Weifu Limited Environ liability Ou Catalys 50,000,00 CN 890,704,11 449,154,91 441,549,19 539,713,13 49,166,05 ment company Wuxi Jianbi 49% 49% t 0.00 Y 1.61 6.04 5.57 0.04 8.97 Catalysts (joint-ve n Co., Ltd nture) II. Associated company Access ories and Bosch company BOH matchi Automob limited LER ng 200,000,0 4,926,822, 1,585,935, 3,340,887, 1,959,140, 202,429,5 ile Diesel Wuxi USD 34% 34% (joint-ve KLA parts of 00.00 915.13 351.09 564.04 528.29 61.46 System nture) US internal Co., Ltd combu stion engine Access ories Zhonglia Limited and n matchi Automob Liability Shan Chen ng 600,620,0 CN 2,463,022, 1,018,595, 1,444,427, 89,651,967 320,216,9 ile Compan ghai Hong parts of 20% 20% 00.00 Y 641.80 612.73 028.07 .27 78.94 Electroni y internal c Co., combu Ltd stion engine Access ories Weifu and Precision matchi Machine Chen company ng 12,000,00 CN 286,245,68 121,830,32 164,415,36 126,569,19 14,678,29 ry Wuxi Haoju 20% 20% limited parts of 0.00 Y 8.10 6.21 1.89 9.54 0.63 Manufac n internal turing combu Co., Ltd. stion engine Explanation on major accounting policy and accounting estimation in joint venture and affiliated enterprises difference from the policy and estimation of the Company: Nil 15. Long-term equity investment 100 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (1) Details of long-term equity investment Unit: RMB Proporti Explanation on the Proportion on of incongruity in Impairmen of share Cash voting share holding t provision Calculation Initial investment Balance at Increase/decreas Balance at holding in Impairment bonus Invested company rights in proportion and of method cost period-begin e(+,-) period-end invested provision this invested voting proportion accruing company year compan in invested this year (%) y (%) company Weifu Autocam Precision Equity method 37,842,087.00 64,679,626.18 5,867,407.16 70,547,033.34 50% 50% Machinery Corp. Weifu Environment Catalysts Equity method 24,500,000.00 192,267,736.93 22,886,800.45 215,154,537.38 49% 49% Co., Ltd Bosch Automobile Diesel Equity method 893,372,014.77 992,138,362.74 409,564,259.95 1,401,702,622.69 34% 34% System Co., Ltd Zhonglian Automobile Equity method 120,124,000.00 398,088,504.09 64,043,395.79 462,131,899.88 20% 20% Electronic Co., Ltd. Weifu Precision Machinery Equity method 2,000,000.00 29,397,006.55 2,958,898.13 32,355,904.68 20% 20% Manufacturing Co., Ltd. Wuxi ITM Engine Co., Ltd. Equity method 4,000,000.00 3,970,736.36 -3,970,736.36 Guolian Securities Co., Ltd. Cost method 12,000,000.00 12,000,000.00 12,000,000.00 1.2% 1.2% -- Guangxi Liufa Co., Ltd. Cost method 1,600,000.00 1,600,000.00 1,600,000.00 1.22% 1.22% -- 1,600,000.00 Financial Company of Changchai Group Co., Cost method 800,000.00 800,000.00 800,000.00 -- 800,000.00 Ltd. H&J Vanguard Cost method 33,000,000.00 33,000,000.00 33,000,000.00 11.72% 11.72% -- 33,000,000.00 Investment Co., Ltd. Nanjing Hengtai Insurance Cost method 1,000,000.00 1,000,000.00 1,000,000.00 1.85% 1.85% -- 1,000,000.00 and Broker Co., Ltd. Jiangsu HSBC Insurance Cost method 500,000.00 500,000.00 500,000.00 10% 10% -- 500,000.00 Agents Limited Yangdong Co., Ltd. Cost method 2,355,900.00 2,355,900.00 2,355,900.00 1.18% 1.18% -- 2,355,900.00 Henan Gushi Weining Oil Pump & Nozzle Co., Ltd. Cost method 2,033,106.95 2,033,106.95 2,033,106.95 -- 2,033,106.95 etc. 101 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Yangdong Co., Ltd. (Weifu Cost method 200,000.00 200,000.00 -200,000.00 -- Jinning ) Wuxi Venture Capital Cost method 3,000,000.00 3,000,000.00 3,000,000.00 1.4118% 1.4118% -- Limited Company Beijing Foton Environmental Cost method 86,940,000.00 86,940,000.00 86,940,000.00 13.44% 13.44% -- 11,000,000.00 Engine Co., Ltd. Wuxi Xidong Technological Cost method 5,000,000.00 5,000,000.00 5,000,000.00 1.43% 1.43% -- Industry Park Co., Ltd. Shanghai IMS Automotive Cost method 10,000,000.00 10,000,000.00 10,000,000.00 18.52% 18.52% Electronic System Co., Ltd. Total -- 1,240,267,108.72 1,838,970,979.80 501,150,025.12 2,340,121,004.92 -- -- -- 52,289,006.95 0.00 0.00 102 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (2) Limited ability for capital transfer to investment enterprise Unit: RMB Long-term equity investment that has limited ability un-recognized investment losses Restriction reasons of capital transfer to investment enterprise accumulative in period Explanation on long-term equity investment: 1. ITM Engine: the former affiliated company of the Company, and 40% register capital was held by the Company. The company was verified industrial and commerce de-registration on 13 April 2012. 2. Bosch Automobile Diesel System Co., Ltd: register capital amounting to USD 0.2 billion. The Company invested USD 60 million, a 30% in total registered capital. In this period, according to the equity transfer agreement signed between the Company and Wuxi Industry Group, 1.5% equity of Bosch Diesel System held by Wuxi Industry Group was transferred by the Company; according to the equity transfer agreement signed between the Company and German Robert Bosch Co., Ltd, 1% equity of Bosch Diesel System held by German Robert Bosch Co., Ltd was transferred by the Company; after transfer, the Company owes 32.5% in total register capital of Bosch Diesel System while Weifu Jinniang invested USD 3 million, a 1.5% in total register capital. 16. Investment real estate (1) Investment real estate measured by cost √application □ non-application Unit: RMB Book balance at Increase during Decrease during Book balance at Item period-begin the period the period period-end I. Total original book value 24,091,482.75 0.00 0.00 24,091,482.75 1. Houses and buildings 24,091,482.75 0.00 0.00 24,091,482.75 2. Land use rights II. Accumulated depreciation and accumulated 19,739,270.89 235,441.56 0.00 19,974,712.45 amortization 1. Houses and buildings 19,739,270.89 235,441.56 0.00 19,974,712.45 2. Land use rights III. Total net book value of investment real estate 4,352,211.86 0.00 0.00 4,116,770.30 1. Houses and buildings 4,352,211.86 4,116,770.30 2. Land use rights IV. Total accumulate provision for impairment of 0.00 0.00 0.00 0.00 investment real estate 1. Houses and buildings 2. Land use rights V. Total book value of investment real estate 4,352,211.86 0.00 0.00 4,116,770.30 1. Houses and buildings 4,352,211.86 4,116,770.30 2. Land use rights Unit: RMB This period Depreciation and amortization amount in this period 235,441.56 Withdrawal of impairment provision for investment real estate (2) Investment real estate measured by fair value □ Application √ non-application Explain the investment real estate that changing measurement mold in report period, and the investment real estate without property certificate done as well as the reasons for property certificate un-finished and predicted the time to obtained that certificates 17. Fixed assets (1) Particular about fixed assets Unit: RMB Book balance at Decrease during this Book balance at Item Increase during this period period-begin period period-end I. total of book balance: 2,481,605,688.27 126,037,528.69 31,197,186.04 2,576,446,030.92 Including: House & 749,973,347.43 749,973,347.43 103 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 buildings Machinery equipments 1,473,891,164.69 113,476,717.92 26,369,061.03 1,560,998,821.58 Transportation tools 21,927,716.47 1,278,403.20 1,372,362.00 21,833,757.67 Other equipment 235,813,459.68 11,282,407.57 3,455,763.01 243,640,104.24 Book balance at Increase during Accrual in this Decrease during this Book balance at -- period-begin this period period period period-end II. total of accumulated 1,019,856,548.30 75,609,068.39 75,348,777.20 23,746,005.38 1,071,719,611.31 depreciation: Including: House & 171,270,118.39 11,475,703.17 11,475,703.17 182,745,821.56 buildings Machinery equipments 710,619,710.46 54,823,389.76 54,823,389.76 19,385,860.45 746,057,239.77 Transportation tools 14,250,686.49 1,182,556.52 1,182,556.52 1,142,208.59 14,291,034.42 Other equipment 123,716,032.96 8,127,418.94 7,867,127.75 3,217,936.34 128,625,515.56 Book balance at Book balance at -- -- period-begin period-end III. total net value of fixed 1,461,749,139.97 -- 1,504,726,419.61 assets Including: House & 578,703,229.04 -- 567,227,525.87 buildings Machinery equipments 763,271,454.23 -- 814,941,581.81 Transportation tools 7,677,029.98 -- 7,542,723.25 Other equipment 112,097,426.72 -- 115,014,588.68 IV. total of impairment 104,239,630.38 -- 104,101,194.15 provision Including: House & -- buildings Machinery equipments 95,817,866.87 -- 95,754,122.80 Transportation tools 134,401.36 -- 134,401.36 Other equipment 8,287,362.15 -- 8,212,669.99 V. total book value of fixed 1,357,509,509.59 -- 1,400,625,225.46 assets Including: House & 578,703,229.04 -- 567,227,525.87 buildings Machinery equipments 667,453,587.36 -- 719,187,459.01 Transportation tools 7,542,628.62 -- 7,408,321.89 Other equipment 103,810,064.57 -- 106,801,918.69 Depreciation in this period amounting to 75,609,068.39 yuan; original price transfer from construction in progress to fixed assets amounting as 108,167,943.80 yuan (2) Temporary idle fixed assets Unit: RMB Depreciation Impairment Item Original book value Net book value Note accumulative provision House & buildings 0.00 Machinery 0.00 equipments Transportation 0.00 tools (3) Fixed assets leasing-in by financing lease □ Application √ non-application (4) Fixed assets leasing-out by operational lease □ Application √ non-application 104 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (5) Fixed assets held for sale in period-end Unit: RMB Disposal expense Item Book value Fair value Disposal date predicted predicted (6) Fixed assets with un-completed property certificates Times expected for Item Reasons for un-completed certificate certificate completed Plant and office building of Weifu Chang’an Still in process of relevant property procedures 2012-12-31 Newly built plant, in process of relevant property Plant in Huishan Development zone, parent company 2012-12-31 procedures Explanation on fixed assets: Nil 18. Construction in process (1) Unit: RMB Amount at period-end Amount at period-begin Item Provision Provision Book balance Carrying value Book balance Carrying value reserve reserve R& D as well as industrialization of WAPS and 5,500,685.90 5,500,685.90 35,734,087.26 35,734,087.26 capacity promotion for parts of diesel common rail system Construction of industry zone 4,376,881.48 4,376,881.48 7,652,729.49 7,652,729.49 district Industrialization of auto tail-gas treatment system 24,240,838.10 24,240,838.10 5,609,392.60 5,609,392.60 products Engineering research 2,808,284.37 2,808,284.37 11,308,448.56 11,308,448.56 institution project Other projects 52,410,532.85 4,469,121.67 47,941,411.18 42,452,871.45 4,469,121.67 37,983,749.78 Total 89,337,222.70 4,469,121.67 84,868,101.03 102,757,529.36 4,469,121.67 98,288,407.69 105 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (2) Changes of major projects under construction Unit: RMB including: Proportion of Accumulated Interest Increase interest Amount at Transfer to Other project amount of capitalization Amount at Name Budget during the Progress capitalized Capital source period-begin fixed assets decrease investment in interest rate of the period-end period amount of the budget (%) capitalization year (%) year Construction of industry zone 572,500,000.00 7,652,729.49 2,793,593.01 6,069,441.02 3.4% 3.4% Fund-raised 4,376,881.48 district Engineering research Raised, 70,000,000.00 11,308,448.56 35,345.48 8,535,509.67 98.7% 100 2,808,284.37 institution self-raised project R& D as well as industrialization of WAPS and capacity Raised, 500,000,000.00 35,734,087.26 7,024,386.74 37,257,788.10 42.2% 42.2% 5,500,685.90 promotion for self-raised parts of diesel common rail system Industrialization of auto tail-gas 200,000,000.00 5,609,392.60 18,631,445.50 19.4% 19.4% Fund-raised 24,240,838.10 treatment system products Total 1,342,500,000.00 60,304,657.91 28,484,770.73 51,862,738.79 0.00 -- -- 0.00 0.00 -- -- 36,926,689.85 Explanation on changes of major projects under construction The above projects have no capitalized interest 106 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (3) Construction in process impairment provision Unit: RMB Amount at Increase during Decrease during Amount at Item Accrual Reason period-begin this period this period period-end Jinning sporadic projects 4,469,121.67 4,469,121.67 Total 4,469,121.67 0.00 0.00 4,469,121.67 -- (4) Progress of material construction in progress Item progress Note Construction of industry zone district 3.4% Engineering research institution project 100% R& D AS WELL AS INDUSTRIALIZATION OF WAPS AND CAPACITY PROMOTION FOR 42.2% PARTS OF DIESEL COMMON RAIL SYSTEM Industrialization of auto tail-gas treatment system products 19.4% (5) Explanation of construction in process Nil 19. Construction materials Unit: RMB Amount at Increase in this Item Decrease in this term Amount at period-end period-beginning term Total 0.00 0.00 0.00 0.00 Explanation on construction materials Nil 20. Disposal of fixed assets Unit: RMB Book balance at Item Book balance at period-end Reasons for turn to disposal period-beginning Total 0.00 0.00 -- Explain the progress of disposal of fixed assets transfer over one year 21. Productive biological assets (1) Measured by cost □application √non-application (2) Measured by fair value □ Application √ non-application 22. oil/gas assets Unit: RMB Book balance at Increase in this Decrease in Book balance Item period-beginning term this term at period-end I. Total original book value 1. Equity of mine exploitation 2. Equity of mine un-exploited 3. Well and relevant equipment II. Total consumption accumulative 107 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 1. Equity of mine exploitation 2. Well and relevant equipment III. Total impairment of oil/gas assets accumulative 1. Equity of mine exploitation 2. Equity of mine un-exploited 3. Well and relevant equipment IV. Total book value of oil/gas assets 0.00 0.00 1. Equity of mine exploitation 2. Equity of mine un-exploited 3. Well and relevant equipment Explanation on oil/gas assets 23. Intangible assets (1) Particular about intangible assets Unit: RMB Book balance at Increased in the decreased in the Book balance at Item period-begin period period period-end I. total of original value 303,058,015.83 34,871.79 0.00 303,092,887.62 Land use right of parent company 194,142,164.60 194,142,164.60 Trademark use right of Weifu Jinning 26,355,900.00 26,355,900.00 Land use right of Weifu Jinning 28,751,600.00 28,751,600.00 Land use right of Weifu Diesel System 13,231,740.00 13,231,740.00 Computer software of Weifu Diesel System 1,486,145.72 1,486,145.72 Land use right of Weifu ITM 17,136,659.60 17,136,659.60 Land use right of Weifu Tianli 13,968,816.80 13,968,816.80 Computer software of Weifu Tianli 2,705,380.26 34,871.79 2,740,252.05 Land use right of Weifu Jialin 1,150,072.22 1,150,072.22 Non-patents technology of Weifu Schmitter 3,539,793.05 3,539,793.05 Computer software of Weifu Lida 589,743.58 589,743.58 II. total accumulated amortization 36,489,929.25 3,588,885.55 0.00 40,078,814.80 Land use right of parent company 6,298,736.68 1,967,691.85 8,266,428.53 Trademark use right of Weifu Jinning 9,709,000.00 9,709,000.00 Land use right of Weifu Jinning 13,176,879.56 479,136.00 13,656,015.56 Land use right of Weifu Diesel System 2,089,443.13 141,041.74 2,230,484.87 Computer software of Weifu Diesel System 811,728.36 109,094.02 920,822.38 Land use right of Weifu ITM 2,941,793.28 171,366.60 3,113,159.88 Land use right of Weifu Tianli 569,505.99 171,131.80 740,637.79 Computer software of Weifu Tianli 508,782.28 262,121.58 770,903.86 Land use right of Weifu Jialin 134,241.88 12,021.66 146,263.54 Non-patents technology of Weifu Schmitter 147,491.40 176,989.68 324,481.08 Computer software of Weifu Lida 102,326.69 98,290.62 200,617.31 III. total net book value of intangible assets 266,568,086.58 -3,554,013.76 0.00 263,014,072.82 Land use right of parent company 187,843,427.92 -1,967,691.85 185,875,736.07 Trademark use right of Weifu Jinning 16,646,900.00 0.00 0.00 16,646,900.00 Land use right of Weifu Jinning 15,574,720.44 -479,136.00 15,095,584.44 108 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Land use right of Weifu Diesel System 11,142,296.87 -141,041.74 11,001,255.13 Computer software of Weifu Diesel System 674,417.36 -109,094.02 565,323.34 Land use right of Weifu ITM 14,194,866.32 -171,366.60 14,023,499.72 Land use right of Weifu Tianli 13,399,310.81 -171,131.80 13,228,179.01 Computer software of Weifu Tianli 2,196,597.98 -227,249.79 1,969,348.19 Land use right of Weifu Jialin 1,015,830.34 -12,021.66 1,003,808.68 Non-patents technology of Weifu Schmitter 3,392,301.65 -176,989.68 3,215,311.97 Computer software of Weifu Lida 487,416.89 -98,290.62 389,126.27 IV. Total intangible asset impairment provisions 16,646,900.00 0.00 0.00 16,646,900.00 Land use right of parent company Trademark use right of Weifu Jinning 16,646,900.00 16,646,900.00 Land use right of Weifu Jinning Land use right of Weifu Diesel System Computer software of Weifu Diesel System Land use right of Weifu ITM Land use right of Weifu Tianli Computer software of Weifu Tianli Land use right of Weifu Jialin Non-patents technology of Weifu Schmitter Computer software of Weifu Lida Total of intangible asset book value 249,921,186.58 -3,554,013.76 0.00 246,367,172.82 Land use right of parent company 187,843,427.92 -1,967,691.85 185,875,736.07 Trademark use right of Weifu Jinning 0.00 0.00 Land use right of Weifu Jinning 15,574,720.44 -479,136.00 15,095,584.44 Land use right of Weifu Diesel System 11,142,296.87 -141,041.74 11,001,255.13 Computer software of Weifu Diesel System 674,417.36 -109,094.02 565,323.34 Land use right of Weifu ITM 14,194,866.32 -171,366.60 14,023,499.72 Land use right of Weifu Tianli 13,399,310.81 -171,131.80 13,228,179.01 Computer software of Weifu Tianli 2,196,597.98 -227,249.79 1,969,348.19 Land use right of Weifu Jialin 1,015,830.34 -12,021.66 1,003,808.68 Non-patents technology of Weifu Schmitter 3,392,301.65 -176,989.68 3,215,311.97 Computer software of Weifu Lida 487,416.89 -98,290.62 389,126.27 The amount amortized in this period accounting as 3,588,885.55 yuan (2) Expenditure of project development Unit: RMB Decrease during the period Amount at Increase during the Amount at Item Record into current Confirm as intangible period-beginning period period-end gains and losses assets Total 0.00 0.00 0.00 0.00 0.00 The proportion of development expenditure of total expenditure in R&D projects in reporting period The proportion of intangible assets form by internal R&D in total book value of intangible assets at period-end For development projects, including single price over one million yuan occurred in this period and the assessment price has been kept in book, disclosed the assessment institution and way of assessment: (3) Intangible assets without property certificate obtained 24. Goodwill Unit: RMB Items Amount at Increase during the Decrease during Amount at Depreciation 109 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 period-beginning period the period period-end reserves Weifu Tianli 1,784,086.79 1,784,086.79 Total 1,784,086.79 0.00 0.00 1,784,086.79 0.00 Explain the impairment testing method and withdrawal method for impairment provision of goodwill: Good will of Weifu Tianli: In 2010, the Company increasing capital to Weifu Tianli for holding merger; the goodwill was the part that merger cost over than fair value of Weifu Tianli’s identifiable net assets. Weifu Tianli are running normally with profit earned in 2011 and January to June of 2012, and no sign of impairment of goodwill been found in Weifu Tianli. 25. Long-term deferred expense Unit: RMB Balance at Increased in the Amortization Other Balance at Reasons for Item period-begin period during this period decrease period-end other decrease Decoration charge 8,403,914.14 401,650.60 1,151,532.08 7,654,032.65 -- Natural gas pipeline charge 2,098,082.00 209,808.00 1,888,274.00 -- Others 740,366.06 1,992,526.50 399,723.28 2,333,169.28 -- Total 9,144,280.20 4,492,259.10 1,761,063.36 0.00 11,875,475.93 -- Explanation on long-term deferred expense: Nil 26. Deferred income tax assets and deferred income tax liabilities (1) Net amount of deferred income tax assets and deferred income tax liabilities before deduction √application □non-application Deferred income tax assets and deferred income tax liability that recognized Unit: RMB Item Amount at period-end Amount at period-begin Deferred income tax assets: Assets impairment provision 37,183,310.77 37,032,532.19 Opening charge Deductible losses Operation losses from subsidiary 2,874,895.38 2,390,241.42 Deferred income 8,679,750.00 8,847,000.00 Internal un-realized profit 2,544,134.63 4,458,291.48 Payable salary, three-guarantee accrual etc. 30,449,984.90 30,603,817.94 Subtotal 81,732,075.68 83,331,883.03 Deferred income tax liability: Assessment of transactional financial instrument and derivative financial instrument Variation of fair value of financial assets available for sale which 13,630,800.00 reckoned into capital reserve Value-added assessment of Weifu Tianli 2,634,458.90 2,689,975.40 Subtotal 16,265,258.90 2,689,975.40 Details of un-recognized deferred income tax assets Unit: RMB Item Amount at period-end Amount at period-begin Deductible temporary differences 16,423,371.59 16,426,231.77 Deductible losses 14,708,042.49 14,586,941.82 Total 31,131,414.08 31,013,173.59 The deductible losses of un-recognized deferred income tax assets are expired in the follow year: Unit: RMB Year Amount at period-end Amount at period-begin Note 110 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 2013 14,708,042.49 14,586,941.82 Weifu ITM has un-remedy deficit occurred in 2008 Total 14,708,042.49 14,586,941.82 -- Details of taxable difference and deductible differences Unit: RMB Amount of temporary differences Item Amount at period-end Amount at period-begin Items of taxable differences Bad debt provision 28,250,536.56 26,396,861.34 Inventory depreciation provision 103,805,915.56 104,443,291.56 Impairment provision of long-term equity investment 52,289,006.95 52,489,006.95 Impairment provision of fixed assets 104,101,194.15 104,239,630.38 Impairment provision of construction in progress 4,469,121.67 4,469,121.67 Impairment provision of intangible assets 16,646,900.00 16,646,900.00 Operation losses from subsidiary 26,207,623.99 24,147,907.52 Deferred income 57,865,000.00 58,980,000.00 Internal un-realized profit 16,768,130.33 24,645,429.09 Other 202,999,899.23 204,025,452.84 Subtotal 613,403,328.44 620,483,601.35 Item of deductible differences Variation of fair value of financial assets available for sale 90,872,000.00 Value-added assessment of Weifu Tianli 17,563,059.30 17,933,169.30 Subtotal 108,435,059.30 17,933,169.30 (2) Net amount of deferred income tax assets and deferred income tax liabilities after deduction □application √non-application Explanation on deferred income tax assets and deferred income tax liabilities Nil 27. Details of asset impairment provision Unit: RMB Balance as at Increase during Decrease during this period Balance as at Item period-begin this period Reversal Written-off period-end I. Bad debt reserve 26,396,861.34 2,276,528.83 293,392.91 129,460.70 28,250,536.56 II. Inventory falling price reserves 104,443,291.56 71,492.00 0.00 708,868.00 103,805,915.56 III. Impairment provision of financial assets available for sale IV. Impairment provision of investment held to maturity V. Long-term equity investment impairment 52,489,006.95 0.00 200,000.00 52,289,006.95 provision VI. Investment realestateimpairment 0.00 0.00 0.00 provision VII. Fixed asset impairment provision 104,239,630.38 138,436.23 104,101,194.15 VIII. Impairment provision for construction materials IX. Construction-in-process impairment provision 4,469,121.67 0.00 4,469,121.67 X. Capitalized Biological assets impairment provision Including: Impairment provision for maturity production biological assets 111 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 XI. oil assets impairment provision XII. Intangible assets impairment provision 16,646,900.00 0.00 16,646,900.00 XIII. Goodwill impairment provision 0.00 XIV. other Total 308,684,811.90 2,348,020.83 293,392.91 1,176,764.93 309,562,674.89 Explanation on asset impairment provision: Nil 28. Other non-current assets Unit: RMB Item Amount at period-end Amount at period-begin Total 0.00 0.00 Explanation on other non-current assets 29. Short-term loans (1) Type of Short-term Loans Unit: RMB Item Amount as at period-end Amount as at period-begin Mortgage loans Collateral loan Ensure loans Guarantee loans 465,000,000.00 Factoring borrows 30,000,000.00 Total 0.00 495,000,000.00 Explanation on short-term loans Nil (2) Short-term loans un-paid by expired Unit: RMB Unit Loan amount Loan rates Using in Reasons of un-paid Predicted payment date Total 0.00 -- -- -- -- Amount paid after balance sheet date. Explanation on short-term loans: for those expired short-term loans obtained expansion period, explain the expansion condition and new expiration: 30. Transactional financial liabilities Unit: RMB Fair value at Fair value at Item period-end period-begin Transactional bonds offered Financial liability designated for fair value measurement and variation of fair value recon into current gains/losses Derivative financial liability Other financial liability Total Explanation on transactional financial liabilities: 31. Note payable Unit: RMB Type Amount at period-end Amount at period-begin 112 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Commercial acceptance bill Bank acceptance bill 227,474,550.12 164,301,719.94 Total 227,474,550.12 164,301,719.94 Amount expired in next accounting period: yuan Explanation on note payable: At period-end, margin saving 93.4615 million yuan was provided for the bank acceptance bill, and 111.9933 million yuan was pledge for not receivable 32. Account payables (1) Unit: RMB Item Amount as at period-end Amount as at period-begin Within 1 year 1,206,026,271.76 1,281,117,377.51 1-2 years 2,278,390.92 4,115,809.28 2-3 years 2,654,484.26 5,183,739.67 Over 3 years 11,270,133.42 7,476,313.28 Total 1,222,229,280.36 1,297,893,239.74 (2)Accounts payable to shareholders holding 5% or above voting shares of the Company √application □non-application Unit: RMB Name of the company Amount as at period-end Amount as at period-begin ROBERT BOSCH GMBH(German Bosch) 21,539,981.77 BOSCH Corporation(Japan Bosch) 759,974.20 ROBERT BOSCH Ltd.(Brazil Bosch) 280,715.93 Bosch Automobile Diesel System Co., Ltd 5,623,282.56 38,965,431.56 Total 28,203,954.46 38,965,431.56 Explanation on major account payable with over one year age: Nil 33. Account received in advance (1) Unit: RMB Item Amount as at period-end Amount as at period-begin Within 1 year 56,892,922.20 47,368,413.18 1-2 years 2,421,731.22 3,977,350.52 2-3 years 2,644,888.47 1,624,236.70 Over 3 years 2,075,506.47 2,319,940.85 Total 64,035,048.36 55,289,941.25 (2)Accounts received in advance to shareholders holding 5% or above voting shares of the Company √application □non-application Unit: RMB Name of the company Amount as at period-end Amount as at period-begin ROBERT BOSCH Ltd. .(Brazil Bosch) 16,118.32 0.00 Total 16,118.32 0.00 Explanation on major account received in advance with over one year age: Nil 113 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 34. Wages payable Unit: RMB Balance as at Increase during Decrease during Balance as at Item period-begin this period this period period-end I. Wage, bonus, allowance and subsidy 202,068,498.83 172,441,963.04 182,010,695.11 192,499,766.76 II. Employees’ welfare 14,998,032.45 14,998,032.45 III. Social security 35,742,773.98 61,047,113.81 59,979,598.82 36,810,288.97 Including: medicinal insurance 8,455,623.87 15,170,155.18 14,802,527.83 8,823,251.22 Endowment insurance 22,971,350.73 38,550,537.09 37,912,574.10 23,609,313.72 Unemployment insurance 2,576,103.26 3,994,998.47 3,984,255.20 2,586,846.53 Employment injury insurance 938,040.34 1,985,141.34 1,945,483.56 977,698.12 Maternity insurance 801,655.78 1,346,281.73 1,334,758.13 813,179.38 IV. Housing public reserve 1,546,640.59 21,377,272.70 21,416,954.00 1,506,959.29 V. Compensation from labor relationship dismissed VI. Other 39,414,074.57 4,730,511.80 4,906,575.18 39,238,011.19 Residence subsidy for employees 24,155,327.41 52,356.00 1,065,050.97 23,142,632.44 Labor union and staff educational charge 14,851,468.76 4,170,870.80 3,767,744.21 15,254,595.35 Other 407,278.40 507,285.00 73,780.00 840,783.40 Total 278,771,987.97 274,594,893.80 283,311,855.56 270,055,026.21 Wages payable has 0 yuan for arrears Outlay for labor union and staff educational charge amounting as 15,254,595.35 yuan; non-monetary welfare amounting as 0 yuan and compensation for dismiss of labor relationship amounting to 0 yuan The wages payable expected to pay and the amount for payment: According to the resolution of shareholders’ general meeting, the awards funds accrual by parent company included in the salary, bonus, allowance and subsidy. The Company will use the fund according by the Board. 35. Tax payable Unit: RMB Item Amount as at period-end Amount as at period-begin VAT 4,487,486.51 5,769,272.41 Consumption tax Business tax 20,014.80 173,046.00 Enterprise income tax 11,444,202.66 64,506,553.13 Personal income tax 334,007.50 553,621.27 City maintenance and construction tax 1,185,429.38 1,898,229.84 Other 3,427,536.47 4,836,401.09 Total 20,898,677.32 77,737,123.74 Explanation on tax payable: if the local taxation bureau agrees mutual adjustment between vary branches and plants, explain taxation calculation: Nil 36. Interest payable Unit: RMB Item Amount as at period-end Amount as at period-begin Interest of long-term loans of installment and interest charges Corporate bond interest Interest payable for short-term loans National debt transfer to loans 150,000.00 930,000.00 Total 150,000.00 930,000.00 114 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Explanation on interest payable: Nil 37. Dividend payable Unit: RMB Amount as at Amount as at Reasons for un-payment unit period-end period-begin over one year Dividend payable of parent company 204,040,198.50 0.00 Minority shareholders’ equity of Weifu Jinning 24,648,829.60 Minority shareholders’ equity of Weifu Lida 3,444,762.15 Total 228,689,028.10 3,444,762.15 -- Explanation on dividend payable: The annual profit distribution plan for 2011 has been deliberated and approved by Annual Shareholders’ General Meeting of 2011 dated 23 May 2012 and completed in July 2012. Totalling 204,040,198.50 yuan common dividends were distributed 38. Other payables (1) Unit: RMB Item Amount as at period-end Amount as at period-begin Within 1 year 69,877,981.34 73,196,628.69 1-2 years 20,018,645.32 2,941,318.76 2-3 years 119,906.80 2,251,679.81 Over 3 years 7,460,409.98 5,601,944.17 Total 97,476,943.44 83,991,571.43 (2) Others payable due to shareholders units holding over 5% (5% included) voting shares of the Company at period-end □application √ non-application (3) Explanation on other account payable with over one year age Item 2012-06-30 Note Nanjing Jidian Industrial Group Co., Ltd. 4,500,000.00 Current amount (4) Explanation on unit of major connected amount for other account payable Nil 39. Predicted liability Unit: RMB Amount at Increase during Carry-forward Amount at Item period-begin the period during the year period-end Guarantee provided externally Un-settle lawsuit Products quality security Reorganization obligation Dismiss welfare Deficit contract for implemented Other Total 0.00 0.00 0.00 0.00 Explanation on predicted liability: 40. Non-current liability due within one year (1) Unit: RMB Item Amount as at period-end Amount as at period-begin Long-term loans due within one year 0.00 3,000,000.00 115 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Bond payable due within one year Long-term account payable due within one year Total 0.00 3,000,000.00 (2) Long-term loans due within one year Long-term loans due within one year Unit: RMB Item Amount as at period-end Amount as at period-begin Mortgage loans Collateral loan Ensure loans Guarantee loans 0.00 3,000,000.00 Total 0.00 3,000,000.00 In long-term loans due within one year, amount of undue but with expansion time. Top five long-term loans due within one year: Unit: RMB Amount at period-end Amount at period-begin Starting date Termination Unit Currency Rate (%) Foreign Local Foreign Local for loans date for loans currency currency currency currency Jiangsu International 2009-11-27 2012-05-27 CNY 0.3% 0.00 3,000,000.00 Trust Corp. Total -- -- -- -- -- 0.00 -- 3,000,000.00 Due loans in long-term loans due within one year: Unit: RMB Unit Amount loans Undue date Annual rate (%) Using purpose Unpaid reasons Paid expected Total 0.00 -- -- -- -- -- Amount paid after balance sheet date. Explanation on long-term loans due within one yea: Nil (3) Bond payable due within one year Unit: RMB Interest Interest Interest Interest paid Issuing payable at payable in Amount at Name Value Issuing date Terms payable in in this amount period-begi this period-end this period period n period-end Explanation on bond payable due within one yea: (4) Long-term account payable due within one year Unit: RMB Amount at Unit Terms Initial amount Rate (%) Interest reckoned Loan condition period-end Explanation on long-term account payable due within one yea: 41. Other current liability Unit: RMB 116 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Item Book balance at period-end Book balance at period-begin Sales discount 18,738,974.36 21,690,000.00 Vary subsidy 1,354,400.00 1,491,200.00 Three-guarantee charge 4,027,529.05 6,569,297.07 Other 6,342,498.45 4,858,112.40 Total 30,463,401.86 34,608,609.47 Explanation on other current liability: Nil 42. Long-term loan (1) Category of long-term loans Unit: RMB Item Amount at period-end Amount at period-begin Mortgage loans Collateral loan Ensure loans Guarantee loans Total Explanation on long-term loans: (2) Top five long-term loans Unit: RMB Amount at period-end Amount at period-begin Starting date Termination Unit Currency Rate (%) Foreign Local Foreign Local for loans date for loans currency currency currency currency Total -- -- -- -- -- -- Explanation on long-term loans: if there has long-term loans from undue with expansion obtained, explain the expansion condition, principle, interest and predicted payment arrange: 43. Bond payable Unit: RMB Interest Interest Interest Interest paid Issuing payable at payable in Balance at Name Value Issuing date Terms payable in in this amount period-begi this period-end this period period n period-end Bond payable including convertible corporate bond’s condition and time for shares transfer: 117 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 44. Long-term account payable (1) Top five long-term account payable Unit: RMB Rate Interest Balance at Unit Term Initial amount Loan condition (%) reckoned period-end To encourage Weifu Jinning to enter Nanjing High-tech Technology Industry Development Hi-tech Zone, financial supporting capital is allotted Branch of by High-tech branch of Finance Bureau of 2011-12-28 to Nanjing 5,040,000.00 0% 0.00 5,040,000.00 Nanjing for supporting use, the term is from 2026-12-28 Finance 28 December 2011 to 28 December 2026. Bureau Provided that the operation period in the zone is less than 15 years, financial supporting capital will be reimbursed. The transferred national debt capital Loan National debt transferred to loan: is the received by Weifu transferred transferred national debt capital received by Jinning in 2007. Pay 3,730,000.00 2.55% 95,115.00 3,390,909.00 from treasury Weifu Jinning in 2007. Pay the loans with the loans with bond 11-year installment since 2012 11-year installment since 2012 To encourage Weifu Jinning to enter Nanjing High-tech Technology Industry Development Hi-tech Zone, financial supporting capital is allotted Branch of by High-tech branch of Finance Bureau of 2008-11-10 to Nanjing 2,750,000.00 0% 0.00 2,750,000.00 Nanjing for supporting use, the term is from 2023-11-10 Finance 10 November 2008 to 10 November 2023. Bureau Provided that the operation period in the zone is less than 15 years, financial supporting capital will be reimbursed. To encourage Weifu Jinning to enter Nanjing High-tech Technology Industry Development Hi-tech Zone, financial supporting capital is allotted Branch of by High-tech branch of Finance Bureau of Nanjing 2004-8-5 to 2012-8-4 1,710,000.00 0% 0.00 1,710,000.00 Nanjing for supporting use, the term is from 5 Finance August 2004 to 4 August 2012. Provided that Bureau the operation period in the zone is less than 15 years, financial supporting capital will be reimbursed. To encourage Weifu Jinning to enter Nanjing High-tech Technology Industry Development Hi-tech Zone, financial supporting capital is allotted Branch of by High-tech branch of Finance Bureau of 2006-7-20 to Nanjing 1,250,000.00 0% 0.00 1,250,000.00 Nanjing for supporting use, the term is from 2021-7-20 Finance 20 July 2006 to 20 July 2021. Provided that Bureau the operation period in the zone is less than 15 years, financial supporting capital will be reimbursed. Total 14,480,000.00 95,115.00 14,140,909.00 118 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (2)Details of financing rent payable in long-term payable Unit: RMB Amount at period-end Amount at period-begin Unit Foreign currency RMB Foreign currency RMB Total 0.00 0.00 0.00 0.00 Amount of guarantee from independent third party for the financing rent of the Company Explanation on long-term payable: Nil 45. Specific account payable Unit: RMB Amount at Increase in this Decrease in Amount at Item Note period-begin period this period period-end Total -- Explanation on specific account payable: 46. Other non-current liability Unit: RMB Book balance at Book balance at Item period-end period-begin Appropriation on industrialization project of electrical control and high voltage jet VE 12,000,000.00 12,000,000.00 system of low emissions diesel R&D subsidy for new products 48,530,000.00 48,530,000.00 Appropriation on reforming of production line technology and R&D ability of common 7,100,000.00 7,100,000.00 rail system for diesel by distributive high-voltage Other 5,404,000.00 4,700,000.00 Total 73,034,000.00 72,330,000.00 Other non-current liability, including vary government subsidy related with assets and income as well as its balance at period-end: 1. Appropriation on industrialization project of electrical control and high voltage jet VE system of low emissions diesel: in September 2009, Weifu Jinning signed “Project Contract of Technology Outcome Transferring Special Capital in Jiangsu Province” with Nanjing Technical Bureau, according to which Weifu Jinning received appropriation RMB 6.35 million in 2009, RMB 4.775 million received in 2010 and RMB 0.875 million received in 2011. According to the contract, the attendance date of this project was: from October of 2009 to March of 2012. This contract agreed 62% of newly increased investment in project would be spent in fixed assets investment. Currently, the equipments are in an acceptance procedure. 2. R&D subsidy for new products: The subsidy for R&D of new products are received from Wuxi New Financial Bureau in 2011 for year of 2012 to 2013 3. Appropriation on reforming of production line technology and R&D ability of common rail system for diesel by distributive high-voltage: in 2011, specific fund RMB 7.1 million was allocated from Wuxi New Zone Financial Bureau. 47. Share capital Unit: RMB Increased (decreased) in this year Amount at Shares Amount at period-begin New shares period-end Bonus shares converted from Other Sub-total issued public reserve Total shares 567,275,995 112,858,000 112,858,000 680,133,995 Explanation on share capital changes, if there has capital increase/decrease in reporting period, disclosed the CPA’s name and verification documents; for company limited within 3 years operation, explain the net assets before establishment; for those company limited changed from limited liability company, explain the verification condition while established. On 21 January 2012, the “Reply on Approval of Privately Share Offering of Weifu High-Technology Group Co., Ltd” (ZJXK[2012] No. 109) issued by CSRC, approved that the Company’s privately offering new shares no more than 112,858,000 shares in total. Each shares offering with price of 25.395 yuan. The privately offering of the Company totally offers 2 objects: Wuxi Industry Group and ROBERT BOSCH GMBH (German Robert Bosch Co., Ltd). 119 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 On 10 February 2012, “Capital Verification Report””SGW[2012] No.: B006” issued by Jiangsu Gongzheng Tianye CPA Co., Ltd. stated that: ended as 10 February 2012, totaling 112,858,000 RMB common shares (A stock) offered by Weifu Hi-Tech with fund raising amounting to RMB 2,866,028,910.00 in total; net fund raising amounting to RMB 2,850,124,252.93 after deduction of issuing expenses RMB15,904,657.07. Meanwhile, new capital RMB 112,858,000 was increased and capital public reserve as RMB 2,737,266,252.93. Industry Group and Bosch Company all invested by monetary. After offering, register capital for issuer turns to RMB 680,133,995 with paid-in capital (share capital) accumulative as RMB 680,133,995. 48. Stock shares Explanation on stock shares: 49. Specific Reserve Explanation on specific Reserve: 50. Capital reserves Unit: RMB Amount at Increase during Decrease during Amount at Item period-begin this period this period period-end Capital premium (Share capital premium) 876,835,085.21 2,737,266,252.93 3,614,101,338.14 Other capital reserve 19,083,331.38 19,083,331.38 Variation of fair value of financial assets available for sale 77,241,200.00 77,241,200.00 Total 895,918,416.59 2,814,507,452.93 0.00 3,710,425,869.52 Explanation on capital reserve: On 21 January 2012, being approved (ZJXK[2012] No. 109) by CSRC, the Company privately offering new shares to Wuxi Industry Group and ROBERT BOSCH GMBH (German Robert Bosch Co., Ltd) with RMB ordinary shares (A-share) 112,858,000 shares in total with price of 25.395 yuan. Register capital increase 112,858,000 yuan, rest of the capital reckoned into capital reserve (Share capital premium). Variation of fair value of financial assets available for sale: refers to the amount of variation of fair value at closing price dated 30 June 2012 in Security Exchange, the SDEC held by the Company, after deducted deferred income tax 51. Surplus reserves Unit: RMB Decrease during this Amount at Item Amount at period-begin Increase during this period period period-end Statutory surplus reserves 283,637,997.50 283,637,997.50 Free surplus reserve Service fund Enterprise development fund Other Total 283,637,997.50 0.00 0.00 283,637,997.50 Explanation on surplus reserve, if share capital converted from surplus reserve, remedy deficit and dividend distributed, explain relevant resolutions: 52. General risk provision Explanation on general risk provision: 53. Undistributed profits Unit: RMB Withdrawal or Item Amount Allocation Ratio Undistributed profits at the end of last year before adjustment 3,317,227,992.26 -- Adjust the total undistributed profits at the beginning of the year (Increase +, Decrease -) -- Undistributed profits at the beginning of the year after adjustment 3,317,227,992.26 -- Add: The net profits belong to owners of patent company of this period 446,281,174.98 -- Less: Withdraw legal surplus reserves Withdraw free surplus reserves Withdraw general risk reserves Handle common stock dividends 204,040,198.50 120 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Common stock dividends transferred to be capital stock Undistributed profits at the end of the period 3,559,468,968.74 -- Details about adjusting the undistributed profits at the beginning of the year: 1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 2) The changes in accounting policies affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 3) The major accounting error correction affects the undistributed profits at the beginning of the year amounting to 0 Yuan. 4) Merge scope changes caused by the same control affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 5) Other adjustments affect the undistributed profits at the beginning of the year amounting to 0 Yuan. The undistributed profits explain that the company initial public offering bonds should clearly state if the accumulated profits are decided to be shared by old and new shareholders by general meeting of stockholders before issuing; while the company should clearly disclose that the profits in the dividends payable belong to old shareholders after auditing if the general meeting of stockholders decides the accumulated profits are allocated and shared by old shareholders before issuing. According to the profit distribution plan 2011 approved in the Board in April 2012, as well as deliberated in Annual Shareholders’ General Meeting of 2011, base on the total share capital after privately offering in February 2012, distributed 3.00 yuan (tax included) for each 10 shares, totally 204,040,198.50 yuan common dividend were distributed 54. Operating income and cost (1) Operating income and cost Unit: RMB Item Amount of this period Amount of last period Main operating income 2,437,884,756.39 2,991,206,455.62 Other operating income 184,856,377.61 286,353,291.34 Operating cost 1,935,729,790.13 2,426,221,608.75 (2) Primary business (By industries) √ Applicable □ Not Applicable Unit: RMB Amount of this period Amount of last period Industry Operating income Operating cost Operating income Operating cost Auto parts 2,437,884,756.39 1,768,194,868.67 2,991,206,455.62 2,151,733,657.34 Total 2,437,884,756.39 1,768,194,868.67 2,991,206,455.62 2,151,733,657.34 (3) Primary business (By products) √ Applicable □ Not Applicable Unit: RMB Amount of this period Amount of last period Products Operating income Operating cost Operating income Operating cost Auto fuel injection system 1,926,103,342.74 1,346,473,583.48 2,446,635,692.74 1,705,543,776.72 Intake system 85,367,431.72 60,566,106.97 77,887,348.79 45,748,373.17 Tail treatment system 426,413,981.93 361,155,178.22 466,683,414.09 400,441,507.45 Total 2,437,884,756.39 1,768,194,868.67 2,991,206,455.62 2,151,733,657.34 121 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (4) Primary business (By districts) √ Applicable □ Not Applicable Unit: RMB Amount of this period Amount of last period District Operating income Operating cost Operating income Operating cost Domestic sales 2,274,800,702.10 1,610,187,800.09 2,869,301,070.09 2,032,796,207.56 Overseas sales 163,084,054.29 158,007,068.58 121,905,385.53 118,937,449.78 Total 2,437,884,756.39 1,768,194,868.67 2,991,206,455.62 2,151,733,657.34 (5) The operating income of the top five customers of the Company Unit: RMB The percentage in all operating income of the Company Customer name Primary business income (%) Client 1 178,526,498.66 6.8% Client 2 175,931,529.31 6.71% Client 3 173,650,274.32 6.62% Client 4 171,558,028.01 6.54% Bosch Automobile Diesel System 137,990,850.23 5.26% Co., Ltd Total 837,657,180.53 31.94% Explanation on operating income Nil 55. Contract item income √ Applicable □ Not Applicable Introductions to contract item 56. Business tax and surcharges Unit: RMB Amount of last Calculating and Item Amount of this period period payment standards Consumption tax Business tax 704,052.72 507,125.68 5% City maintenance and construction tax 9,081,654.13 10,708,766.58 7% Education surcharge 6,487,346.87 7,204,723.81 5% Resources tax Total 16,273,053.72 18,420,616.07 -- Explanation on business tax and surcharges Nil 57. Income of fair value changes Unit: RMB Sources generating income of fair value changes Amount of this period Amount of last period Trading financial assets Thereinto: Income of fair value changes generated by derivative financial 122 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 instruments Trading financial assets liabilities Investment real estate measured by fair value Others Total Explanation on income of fair value changes 58. Investment income (1) Particulars about investment income Unit: RMB Item Amount of this period Amount of last period Income of long-term equity investment calculated based on cost 0.00 0.00 Income of long-term equity investment calculated based on equity 159,246,544.27 293,611,064.62 Investment income obtained from disposal of long-term equity investment Investment income obtained during holding trading financial assets Investment income obtained during held-to-maturity investment gaining investment income Investment income obtained during holding available-for-sale financial assets Investment income obtained by handling trading financial assets Investment income obtained from held-to-maturity investment Investment income obtained from available-for-sale financial assets 740,000.00 Others Total 159,986,544.27 293,611,064.62 (2) Income of long-term equity investment calculated based on cost Unit: RMB Company name Amount of this period Amount of last period Reasons of change (+,-) Total 0.00 0.00 -- (3) Income of long-term equity investment calculated based on equity Unit: RMB Amount of this Amount of last Company name Reasons of change (+,-) period period Bosch Automobile Diesel System Co., Profit decline due to influence from auto 63,897,901.88 167,094,353.32 Ltd industry Zhonglian Automobile Electronic Co., Profit decline due to influence from auto 64,043,395.79 84,168,402.02 Ltd. industry Profit decline due to influence from auto Weifu Environment Catalysts Co., Ltd 22,442,877.70 26,001,143.91 industry Weifu Autocam Precision Machinery Profit decline due to influence from auto 5,867,407.16 10,063,876.73 Corp. industry Weifu Precision Machinery Profit decline due to influence from auto 2,989,998.10 6,699,134.95 Manufacturing Co., Ltd. industry Other 4,963.64 -415,846.31 123 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Total 159,246,544.27 293,611,064.62 -- Investment income description: It should be introduced if there are significant restrictions to repatriation of investment income; it also should be introduced if there is no this kind of significant restrictions: No such significant restrictions in aspect of investment income 59. Asset impairment loss Unit: RMB Item Amount of this period Amount of last period 1. bad debt loss 1,964,308.38 193,083.00 2. inventory falling price loss 71,492.00 -302,240.89 3. impairment loss of available-for-sale financial assets 4. impairment loss of held-to-maturity investment assets 5. impairment loss of long-term equity investment 6. impairment loss of investment real estate 7. impairment loss of fixed assets 161,512.54 8. impairment loss of project goods and material 9. impairment loss of construction in process 10. impairment loss of productive living beings 11. impairment loss of oil gas 12. impairment loss of intangible assets 13. goodwill impairment loss 14. Others Total 2,035,800.38 52,354.65 60. Non-operating income (1) Unit: RMB Item Amount of this period Amount of last period Non-current assets disposal gains 2,214,516.31 4,124,523.84 thereinto: fixed assets disposal gains 2,214,516.31 4,124,523.84 intangible assets disposal gains debt restructuring gains exchange of non-monetary assets gains accepting donations government grants 1,323,000.00 1,815,300.00 Differences of merger cost in same control and equity deserve to shares 1,240,984.11 Other 741,472.44 104,054.97 Total 4,278,988.75 7,284,862.92 (2) Details of government grants Unit: RMB Item Amount of this period Amount of last period Note Technology reform of 553,000.00 XZBF(2011) 305 distributive-type HPCR system Supporting capital for innovation of 720,000.00 Ningbo North Tech(2012) No. 15 scientifically enterprise Jiangbei Finance Bureau JC 511 50,000.00 Ningbo North ZF(2012) No.9 124 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 bonus award Science and technology expenses 1,030,000.00 Ningbo North Tech[2011)]No. 13 Other 785,300.00 Total 1,323,000.00 1,815,300.00 -- Explanation on non-operating income Other non-operating income mainly refers to the equity compensation income from Nanjing Jinning 61. Non-operating expenditure Unit: RMB Item Amount of this period Amount of last period Non-current assets disposal losses 381,171.82 503,436.27 thereinto: fixed assets disposal losses 381,171.82 503,436.27 intangible assets disposal losses debt restructuring losses exchange of non-monetary assets losses donations Local fund etc. 2,696,933.81 3,533,072.59 Other expenditure 226,854.67 160,831.32 Total 3,304,960.30 4,197,340.18 Explanation on non-operating expenditure Nil 62. Income tax expense Unit: RMB Item Amount of this period Amount of last period current income tax calculated based on tax law and relevant rules 58,851,751.79 95,737,158.42 deferred income tax adjustment Increase/decrease of deferred income tax assets 1,599,807.36 -311,312.38 Increase/decrease of deferred income tax liability -55,516.50 -81,208.64 Total 60,396,042.65 95,344,637.40 63. Calculation of basic earnings per share and diluted earnings per share Basic earnings per share =P0÷S S= S0+S1+Si×Mi÷M0– Sj×Mj÷M0-Sk Among which: P0 is the net profit attributable to the shareholders of ordinary shares of the Company or the net profit attributable to the shareholders of ordinary shares after the deduction of non-recurring gains and losses; S is the weighted average number of ordinary shares outstanding; S0 is the total number of shares at the beginning of the period; S1 is the number of increased shares due to reserve’s conversion into share capital or distribution of dividends in the reporting period; Si is the number of increased shares due to issue of new shares or debt-to-equity in the reporting period; Sj is the number of decreased shares due to repurchase in the reporting period; Sk is the number of contraction of shares in the reporting period; M0 is the number of months in the reporting period; Mi is the number of accumulated months from the next month of shares increase to the end of the reporting period; Mj is the number of accumulated months from the next month of shares decrease to the end of the reporting period. Diluted earnings per share=P1/(S0+S1+Si×Mi÷M0–Sj×Mj÷M0–Sk+The weighted average number of ordinary shares increased due to call warrants, share options and convertible bonds etc.) Among which, P1 is the net profit attributable to the shareholders of ordinary shares of the Company or the net profit attributable to the shareholders of ordinary shares after the deduction of non-recurring gains and losses, as adjusted according to Enterprise Accounting Standards and relevant regulations after the effect of diluted potential ordinary shares is taken into account. In the calculation of diluted earnings per share, the Company shall taken the 125 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 effect of all diluted potential ordinary shares on the net profit attributable to the shareholders of ordinary shares of the Company or the net profit attributable to the shareholders of ordinary shares after the deduction of non-recurring gains and losses and the weighted average number of shares and into account of the diluted earnings per share according to the extent of dilution in sequence until the diluted earnings per share reaches the minimum. 64. Other consolidated income Unit: RMB Amount of this Amount of Item period last period 1.gains (losses) amount generated by available-for-sale financial assets 90,872,000.00 subtract: affected by income tax generated by available-for-sale financial assets 13,630,800.00 net amount reckoned in other consolidated income at earlier stage but turned to gains and losses at the current period subtotal 77,241,200.00 0.00 2. shares shared in other consolidated income of invested enterprises checked according to the equity law subtract: affected by income tax generated by shares shared in other consolidated income of invested enterprises calculated according to equity law net amount reckoned in other consolidated income at earlier stage but turned to gains and losses at the current period subtotal 0.00 0.00 3. gains (losses) amount generated by cash flow hedging instruments subtract: affected by income taxes generated by cash flow hedging instruments net amount reckoned in other consolidated income at earlier stage but turned to gains and losses at the current period subtract: adjustment to initially recognition amount turned to be hedged items subtotal 0.00 0.00 4.translation differences of foreign currency financial statement subtract: net amount of overseas operation turns to gains and losses at current period subtotal 5. others subtract: affected by income tax reckoned in other consolidated income net amount reckoned in other consolidated income at earlier stage but turned to gains and losses at the current period subtotal 0.00 0.00 Total 77,241,200.00 Explanation on other consolidated income Variation of fair value of financial assets available for sale: refers to the amount of variation of fair value at closing price dated 30 June 2012 in Security Exchange, the SDEC held by the Company 65. Notes to statement of cash flow (1) Other cash received in relation to operation activities Unit: RMB Item Amount Income from bank deposit interest 18,093,874.94 Government grant 2,726,025.38 Other 7,017,613.03 Total 27,837,513.35 Explanation on other cash received in relation to operation activities Nil 126 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (2) Other cash paid in relation to operation activities Unit: RMB Item Amount Expenses of cash paid 56,026,710.98 Expenses of management cash paid 77,205,186.59 Other 10,779,501.43 Total 144,011,399.00 Explanation on other cash paid in relation to operation activities Nil (3) Cash received from other investment activities Unit: RMB Item Amount Total 0.00 Explanation on cash received from other investment activities (4) Cash paid related with investment activities Unit: RMB Item Amount Total 0.00 Explanation on cash paid related with investment activities (5) Other cash received in relation to financing activities Unit: RMB Item Amount Offering expenses 8,404,657.07 Total 8,404,657.07 Explanation on other cash received in relation to financing activities Nil (6) Cash paid related with financing activities Unit: RMB Item Amount Offering expenses 4,593,872.70 Total 4,593,872.70 Explanation on cash paid related with financing activities Nil 66. Supplementary information to statement of cash flow (1) Supplementary information to statement of cash flow Unit: RMB Amount as at this Amount as at Supplementary information period previous period 1. Net profit adjusted to cash flow of operation activities: -- -- Net profit 472,944,324.40 674,352,267.26 Add: assets impairment losses 2,035,800.38 52,354.65 Depreciation of fixed assets, consumption of oil assets and depreciation of productive 75,348,776.70 66,864,899.25 biology assets Amortization of intangible assets 3,588,885.55 1,780,436.97 Amortization of long-term deferred expenses 1,789,687.15 962,867.88 Loss from disposal of fixed assets, intangible assets and other long-term assets(gain is -1,833,344.49 -3,621,087.57 listed with “-”) Loss of disposing fixed assets(gain is listed with “-”) Loss from change of fair value(gain is listed with “-”) Financial expenses (gain is listed with “-”) 5,095,769.31 10,794,754.04 Investment loss (gain is listed with “-”) -159,986,544.27 -293,611,064.62 Decrease of deferred income tax asset( (increase is listed with “-”) 1,599,807.36 -311,312.38 Increase of deferred income tax liability (decrease is listed with “-”) -55,516.50 -81,208.64 127 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Decrease of inventory (increase is listed with “-”) 72,815,025.96 61,219,465.39 Decrease of operating receivable accounts (increase is listed with “-”) 18,952,888.22 -465,428,613.24 Increase of operating payable accounts (decrease is listed with “-”) -54,660,012.25 829,630.20 Others Net cash flow arising from operating activities 437,635,548.02 53,803,389.19 2. Material investment and financing not involved in cash flow -- -- Liabilities converted to capital Convertible bond expire in 1 year Fixed assets leased through financing 3. Net change of cash and cash equivalents: -- -- Balance of cash at period end 2,943,452,751.26 534,629,079.64 Less: Balance of cash at year-begin 745,778,764.22 465,219,784.67 Plus: Balance of cash equivalents at the period end Less: Balance of cash equivalent at year-begin Net increasing of cash and cash equivalents 2,197,673,987.04 69,409,294.97 (2) Relevant information about obtaining/disposal of subsidiary and other business unit in report period Unit: RMB Amount in this Amount in Supplementary period last period I. Relevant information about obtaining subsidiary and other business units: -- -- 1. Price of obtaining subsidiary and other business units 2. Cash and cash equivalent paid for obtaining subsidiary and other business units Less: Cash and cash equivalent held by subsidiary and other business units 3. Net cash paid for obtaining subsidiary and other business unit 4. Net assets obtained from subsidiary 0.00 0.00 Current assets Non-current assets Current liability Non-current liability II. Relevant information about disposal of subsidiary and other business units: -- -- 1. Price of disposal of subsidiary and other business units 2. Cash and cash equivalent received from disposal of subsidiary and other business units Less: Cash and cash equivalent held by subsidiary and other business units 3. Net cash received from disposal of subsidiary and other business units 4. Disposal of net assets 0.00 0.00 Current assets Non-current assets Current liability Non-current liability (3) Constitution of cash and cash equivalent: Unit: RMB Balance as at Balance as at Item period-end period-begin Ⅰ. Cash 2,943,452,751.26 745,778,764.22 Including: stock cash 584,048.80 425,963.50 Bank deposit available for payment at any time 2,942,868,702.46 745,352,800.72 128 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Other monetary fund available for payment at any time Account available for payment that saving in central bank account save interbank account split interbank Ⅱ. Cash equivalent Including: bond investment matured within 3 months Ⅲ. Balance of cash and cash equivalent at year-end 2,943,452,751.26 745,778,764.22 Explanation on constitution of cash and cash equivalent: Nil 67. Notes of changes of owners’ equity Explain the name and adjusted amount in “Other” at end of last period as well as the retroactive adjustment arising from enterprise combination under same control: Nil (VIII) Accounting treatment of assets securitization 1. Explain the main exchange of assets securitization and its accounting treatment and provision of bankruptcy-remote 2. Subject of special purpose without controlling rights on hand by actually bear the risks Unit: RMB Total assets at Total liability at Net assets at Name Operating income Net profit Note period-end period-end period-end (IX) Related Parties and Transactions 1. Parent company of the Company Unit: RMB Proportio Proportio n of n of Orga Registrat Legal shares voting Final Parent Relationsh Business Registered Curren nizati Nature ion represen held to right to controller of company ip nature capital cy on place tative the the the Company code Company Compan (%) y (%) Wuxi State-owned Wuxi Industry Controllin State-ow Operation Assets Jiang 1360 Development g ned of 3,388,673, Supervision & Wuxi Guoxion CNY 20% 20% 0265- Group Co., shareholde exclusiv state-owne 241.46 Administratio g 4 ltd. r ely d assets n Commission of State Council Explanation on parent company of the enterprise Wuxi Industry Development Group Co., Ltd was solely state-owned enterprise funded and established by Wuxi Municipal People’s Government which mainly took responsibility of authorizing the state-owned assets operation within a certain areas, investment management of significant project, investment and development of manufacturing and services and venture capital in high-tech achievement 129 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 2. Subsidiary of the Company Unit: RMB Regis Proportio Proportio Legal Subsidiary of tratio Business Registered Curren n of n of Organizatio Type Nature representativ the Company n nature capital cy shares voting n code e place held (%) right (%) Nanjing Parts of Weifu Controlling Limited Nanji Chen Xuejun combustion 346,286,825.80 CNY 80% 80% 13497754-6 Jinning Co., subsidiary company ng engine Ltd Weifu Lida Tail, Catalytic Controlling Limited Wuxi Chen Xuejun Cleaner, 260,000,000.00 CNY 94.81% 94.81% 13600159-8 Purifier Co., subsidiary company muffler Ltd. Weifu Parts of Mashan Fuel Controlling Limited Wang Wuxi combustion 45,000,000.00 CNY 100% 100% 13625011-3 Injection subsidiary company Xiaodong engine Co., Ltd. Weifu Parts of Controlling Limited Wang Chang’an Wuxi combustion 60,000,000.00 CNY 100% 100% 70354868-9 subsidiary company Xiaodong Co., Ltd. engine Jiangsu Weifu Nano Controlling Limited Nano Wuxi Xu Liangfei 30,000,000.00 CNY 80% 80% 74066428-3 Technology subsidiary company material Co., Ltd. Weifu Auto Parts of Diesel Controlling Limited Wuxi Chen Xuejun combustion 300,000,000.00 CNY 100% 100% 76418029-1 System Co., subsidiary company engine Ltd. Weifu International Controlling Limited Gao Internationa Wuxi 30,000,000.00 CNY 100% 100% 76103151-4 Trade Co., subsidiary company Guoyuan l Trade Ltd. Weifu ITM Parts of Pressure Controlling Limited Wuxi Chen Xuejun combustion 160,000,000.00 CNY 100% 100% 72418270-0 Technology subsidiary company engine Co., Ltd Weifu Schmitter Parts of Controlling Limited Gao Power Wuxi combustion 18,000,000.00 CNY 45% 45% 69449050-9 subsidiary company Guoyuan System Part engine Co., ltd Ningbo Weifu Tianli Parts of Controlling Limited Ningb Pressure Chen Xuejun combustion 104,690,000.00 CNY 51% 51% 73424810-1 subsidiary company o Technology engine Co., Ltd. Chaoyang Weifu Jialin Parts of Controlling Limited Chao Machinery Xu Yunfeng combustion 8,000,000.00 CNY 51% 51% 78877120-5 subsidiary company yang Manufacture engine Co., Ltd. Anhui Weifu Parts of Tianshi Controlling Limited Quanj Chen Xuejun combustion 10,000,000.00 CNY 52% 52% 57301523-4 Machinery subsidiary company iao engine Co., Ltd Kunming Parts of Xitong Controlling Limited Kunm Xu Yunfeng combustion 4,000,000.00 CNY 70% 70% 77554741-5 Machinery subsidiary company ing engine Co., Ltd. 130 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 3. Details of joint-venture and affiliated enterprise of the Company Unit: RMB Proportion Equity of voting Total proportion Total assets Total Total net Net profit Invested Register Business Register rights in operation Relationshi Organizatio Type Legal rep. Currency held by the at liability at assets at in this company place nature capital invested revenue in p n code Company period-end period-end period-end period company this period (%) (%) I. Joint-ventu -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- re Weifu Limited Autocam liability Gao Automobil 10,000,00 166,654,44 28,569,254 138,085,19 77,768,958 11,734,814. Joint-ventu 77540714- Precision company Wuxi USD 50% 50% Guoyuan e parts 0.00 4.69 .26 0.43 .52 32 re 8 Machinery (joint-ventu Corp. re) Limited Weifu liability Joint-ventu Environme 50,000,00 890,704,11 449,154,91 441,549,19 539,713,13 49,166,058 75969849- company Wuxi Ou Jianbin Catalyst CNY 49% 49% re of nt Catalysts 0.00 1.61 6.04 5.57 0.04 .97 1 (joint-ventu Weifu Lida Co., Ltd re) II. Affiliated -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- enterprise Affiliated Accessorie company , Bosch s and company related Automobil matching limited BOHLER 200,000,0 4,926,822, 1,585,935, 3,340,887, 1,959,140, 202,429,56 company 60791796- e Diesel Wuxi parts of USD 34% 34% (joint-ventu KLAUS 00.00 915.13 351.09 564.04 528.29 1.46 of German 6 System internal re) Robber Co., Ltd combustion Bosch Co., engine Ltd. Accessorie Weifu s and Precision matching Machinery Limited Chen 12,000,00 286,245,68 121,830,32 164,415,36 126,569,19 14,678,290 Affiliated 73944370- Wuxi parts of CNY 20% 20% Manufactur company Haojun 0.00 8.10 6.21 1.89 9.54 .63 company 7 internal ing Co., combustion Ltd. engine 131 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 4. Particulars about other related parties other related parties Relationship Organization code ROBERT BOSCH GMBH (German Second largest shareholder of the Company Robert Bosch Co., Ltd.) Controlling subsidiary of ROBERT BOSCH GMBH (German Robert BOSCH Corporation(Japan Bosch) Bosch Co., Ltd.) Controlling subsidiary of ROBERT BOSCH GMBH (German Robert ROBERT BOSCH Ltd.(Brazil Bosch) Bosch Co., Ltd.) Explanation on other related parties: ROBERT BOSCH GMBH (German Robert Bosch Co., Ltd.) holds 14% equity (95,227,600 shares) of the Company, a second largest shareholder of the Company. BOSCH Corporation (Japan Bosch), ROBERT BOSCH Ltd. (Brazil Bosch) and Bosch Automobile Diesel System Co., Ltd are the controlling subsidiary of ROBERT BOSCH GMBH (German Robert Bosch Co., Ltd.) 5. Related transaction (1) Statement of commodity purchased and labor service received Unit: RMB Amount in this period Amount in last period Pricing way and Ratio in Ratio in Related party Content decision making similar similar procedures Amount Amount transactions transactio (%) ns (%) Weifu Precision Machinery Commodity Market price 43,337,697.84 2.57% 79,086,892.83 4.02% Manufacturing Co., Ltd. purchased Bosch Automobile Diesel System Commodity Market price 90,833,724.75 5.38% 158,644,675.14 8.06% Co., Ltd purchased Weifu Environment Catalysts Co., Commodity Market price 303,607,465.07 17.97% 296,748,029.84 15.08% Ltd purchased Weifu Autocam Precision Commodity Market price 4,763,341.25 0.28% 7,082,176.33 0.36% Machinery Corp. purchased Kunming Xitong (become as Commodity Controlling subsidiary after May Market price 862,689.61 0.04% purchased 2011) ROBERT BOSCH GMBH (German Commodity Market price 23,895,768.70 1.41% Robert Bosch Co., Ltd.) purchased Commodity BOSCH Corporation(Japan Bosch) Market price 1,060,552.01 0.06% purchased ROBERT BOSCH Ltd.(Brazil Commodity Market price 1,364,598.27 0.08% Bosch) purchased Statement of commodity sales and labor service provided Unit: RMB Amount in this period Amount in last period Pricing way and Ratio in Ratio in Related party Content decision making similar similar procedures Amount Amount transactions transactio (%) ns (%) Weifu Precision Machinery Sales of Market price 8,425,094.85 0.32% 14,091,722.76 0.43% Manufacturing Co., Ltd. commodity Bosch Automobile Diesel System Co., Sales of Market price 137,990,850.23 5.26% 213,933,064.95 6.53% Ltd commodity Kunming Xitong (become as Sales of Controlling subsidiary after May Market price 37,758,298.74 1.15% commodity 2011) Sales of Weifu Environment Catalysts Co., Ltd Market price 3,113,662.15 0.12% 7,366,631.98 0.22% commodity 132 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Weifu Autocam Precision Machinery Sales of Market price 1,739,173.37 0.07% 2,897,036.07 0.09% Corp. commodity ROBERT BOSCH GMBH (German Sales of Market price 7,600,801.91 0.29% Robert Bosch Co., Ltd.) commodity Sales of ROBERT BOSCH Ltd.(Brazil Bosch) Market price 526,248.88 0.02% commodity (2) Related trusteeship/contract Statement of related trusteeship/contract Unit: RMB Entrusted Income Assignee/co Entrusted Influence Assigner/co /contract Starting Terminated Pricing recognized ntract-out /contract Assts type from the ntractor assets from dated basis in this party assets income amount period Statement of entrusted management and contract Unit: RMB Entrusted Income Assignee/co Entrusted Influence Assigner/co /contract Starting Terminated Pricing recognized ntract-out /contract Assts type from the ntractor assets from dated basis in this party assets income amount period Explanation on related truster ship and contract Nil (3) Related leasing Leasing-out Unit: RMB Pricing Leasing Leasing Type of Leasing Amount for Starting Terminated basis for income Lessor Lessee income leasing asses leasing from dated leasing recognized influence income in period Statement of leasing Unit: RMB Pricing Leasing Leasing Type of Leasing Amount for Starting Terminated basis for income Lessor Lessee income leasing asses leasing from dated leasing recognized influence income in period Explanation on related leasing: (4) Related guarantee Unit: RMB Whether guarantee Guarantee provided Guarantee received Guarantee amount Starting from Terminated dated implemented or not Explanation on related leasing: (5) Borrowed funds from related party Unit: RMB Related party Borrowed funds Starting from Terminated dated Note Borrow-in Borrow-out 133 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (6) Assets transfer, debt restructure of related party Unit: RMB Amount in this period Amount in last period Pricing way and Ratio in Ratio in Related party Type Content decision-making similar similar procedure Amount Amount transactio transactio ns (%) ns (%) (7) Other related transactions Item Related party Jan.-June 2012 Jan.-June 2011 Fixed assets purchased Bosch Automobile Diesel System Co., Ltd -- 59,615.38 Sales of fixed assets Weifu Precision Machinery Manufacturing Co., Ltd. -- 149,038.46 Use right payable of land Wuxi Industry Development Group Co., Ltd. 4,286,546.16 5,149,460.20 and trademark Equity transfer expenses Wuxi Industry Development Group Co., Ltd. 206,289,000.00 -- paid Technology service paid BOSCH Corporation(Japan Bosch) 370,980.92 -- Equity transfer expenses ROBERT BOSCH GMBH(German Robert Bosch Co. Ltd) 137,526,000.00 -- paid payable Technology service ROBERT BOSCH GMBH(German Robert Bosch Co. Ltd) 9,635,945.94 -- Maintainance charge paid ROBERT BOSCH GMBH(German Robert Bosch Co. Ltd) 32,318.44 -- 6. Account receivable/payable for related parties Account receivable from related parties Unit: RMB Amount at Amount at Item Related parties period-end period-begin Account receivable Bosch Automobile Diesel System Co., Ltd 38,956,876.52 38,105,143.26 Account receivable ROBERT BOSCH GMBH(German Robert Bosch Co. Ltd) 4,774,244.40 Account receivable Weifu Autocam Precision Machinery Corp. 374,563.26 428,635.54 Account receivable Weifu Environment Catalysts Co., Ltd 3,976,569.38 5,028,473.43 Account paid in advance ROBERT BOSCH GMBH(German Robert Bosch Co. Ltd) 67,840.00 Account paid in advance Weifu Environment Catalysts Co., Ltd 310,908.79 Account payable for related parties Unit: RMB Amount at Amount at Item Related parties period-end period-begin Account payable Weifu Precision Machinery Manufacturing Co., Ltd. 22,001,240.00 19,339,630.87 Account payable Weifu Environment Catalysts Co., Ltd 212,084,881.62 143,789,625.61 Account payable Bosch Automobile Diesel System Co., Ltd 5,623,282.56 38,965,431.56 Account payable ROBERT BOSCH GMBH(German Robert Bosch Co. Ltd) 21,539,981.77 Account payable BOSCH Corporation(Japan Bosch) 759,974.20 Account payable ROBERT BOSCH Ltd. (Brazil Bosch) 280,715.93 Account payable Weifu Autocam Precision Machinery Corp. 3,180,027.09 4,631,125.40 Account received in ROBERT BOSCH Ltd.(Brazil Bosch) 16,118.32 advance Account received in Weifu Precision Machinery Manufacturing Co., Ltd. 3,590,000.00 advance (X) Share payment 1. General particular about share payment Total vary equity instrument granted by the Company 134 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Total vary equity instrument vesting by the Company Total vary equity instrument expired in this period Price of exercise/option range for those shares offering outside in period-end and their remain term in contract Price of exercise for other equity instrument at period-end and their remains term in contract Explanation on share payment 2. Share payment settled by equity Unit: RMB Determination method for fair value of equity instrument in granted dated Determination method for best estimation of vesting equity instrument Reasons of major difference in this period over estimation last period Share payment accumulated by equity settlement in capital reserve Total amount of share payment by equity settlement Explanation on share payment settled by equity 3. Share payment settled by cash Unit: RMB Fair value determine method of liability that bear by the Company and calculated by share or other equity instrument Liability amount accumulated arising from cash payment in liabilities Total expenses of shares payment settled by cash Explanation on share payment settled by cash 4. Service payment for shares Unit: RMB Total staff service exchange by share payment Total other service exchange by share payment 5. Particular about amendment of share payment and its termination (XI) Contingent events 1. Contingent liability and its financial influence formed by un-settle lawsuits or arbitration Nil 2. Contingent liability and its financial influence formed from debt guarantee offered to other units Nil Other contingent liability and its financial influence: 1. Bank saving 93,495,339.89 yuan was provided for issuing bank acceptance bill or credit margin 2. Receivable bank acceptance bill 111,993,338.06 yuan was pledge to the bank for issuing bank acceptance bill (XII) Commitments 1. Material commitments Nil 2. Commitments made previously 1. Privately shares offering The privately share offering has been deliberated in 14th, 15th meeting of 6th session of the Board. In February 2012, pursuit to the approval from CSRC, the Company privately offering RMB common share (A-share) 112,858,000 shares to Wuxi Industry Group and German Robert Bosch Company. 2. The Company plans to change as a foreign-funded limited company according to the privately offering Ended as 30 June 2012, the Company obtained the approval certificate of foreign-funded enterprise issued by Ministry of Commerce. 135 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Approval Serial: SWZZSZi[2012] No. 0009 3. Plans to acquire 1% equity of Bosch Diesel System held by German Bosch Company According to the “equity transfer agreement of Bosch Automobile Diesel System Co., Ltd between Weifu High-Technology Group and Robert Bosch Company (ROBERT BOSCH GMBH)”, the Company plans to acquire 1% equity of Bosch Diesel System held by German Bosch Company(ROBERT BOSCH GMBH) with part of the raised-fund in privately offering. The equity transfer has completed its registration of industry and comer ended as 30 June 2012. 4. Plans to acquire 1.5% equity of Bosch Automobile Diesel System Co., Ltd held by Wuxi Industry Development Group According to the “equity transfer agreement of Bosch Automobile Diesel System Co., Ltd between Weifu High-Technology Group and Wuxi Industry Development Group”, the Company plans to acquire 1.5% equity of Bosch Automobile Diesel System Co., Ltd held by Wuxi Industry Development Group with part of the raised-fund in privately offering. The equity transfer has completed its registration of industry and comer ended as 30 June 2012. (XIII) Subsequent events of balance sheet 1. Explanation on major event after balance sheet date Unit: RMB Influence on financial status and Item Content Reasons for no estimation on influence amount operation results 2. Profit distribution after balance sheet date Unit: RMB Profit or dividend plans to distributed Profit or dividend declare to distributed which has been approved 204,040,198.50 3. Other explanation after balance sheet date Nil (XIV) Other explanations on major event 1. Non-monetary asets exchange Nil 2. Debt reorganization Nil 3. Enterprise combination Nil 4. Leasing Nil 5. Financial instrument issued outside and convertible to shares in report period Nil 6. Main content of annuity plan and major changes Nil 7. Other events needs disclosure Nil (XV) Principle notes of financial statements of parent company 1. Accounts receivable (1) Accounts receivable Unit: RMB Closing balance Opening balance Book balance Bad debt reserves Book balance Bad debt reserves Type Propo Proportion Proporti Proportion Amount rtion Amount Amount Amount (%) on (%) (%) (%) single amount is large, and accounts receivable of 6,919,976.11 1.1% 6,919,976.11 100% 6,919,976.11 0.83% 6,919,976.11 100% single counting and drawing bad debt reserves counting and drawing accounts receivable of bad debt reserves by group 136 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Account receivable withdrawal bad debt 395,595,224.62 62.91% 2,723,654.07 0.69% 509,026,479.48 60.87% 1,844,940.62 0.36% provision by age group Account receivable withdrawal bad debt 221,256,966.52 35.18% 315,176,052.13 37.69% provision by subsidiary group subtotal 616,852,191.14 98.09% 2,723,654.07 0.44% 824,202,531.61 98.56% 1,844,940.62 0.22% though the single amount is not large, accounts receivable of 5,103,395.48 0.81% 5,103,395.48 100% 5,106,255.66 0.61% 5,106,255.66 100% single counting and drawing bad debt reserves 13,871,172.3 Total 628,875,562.73 -- 14,747,025.66 -- 836,228,763.38 -- -- 9 Explanation on types of accounts receivable: Accounts receivable with over RMB 1 million of single amounts is accounts receivable of significant single amount. To accounts receivable of significant single amount, provision for bad debts is still made by aging analysis method because no objective evidence can manifest that Contingent depreciation will exceed provision for bad debts by aging analysis method. Account receivable from subsidiaries is not withdrawal bad debt provision by the Company. Terminal single amount is large, and accounts receivable of single counting and drawing bad debt reserves √Applicable □Not Applicable Unit: RMB Withdrawal Item of receivable Book balance Bad debt ratio Reasons Liuzhou Special Diesel Plant 1,612,018.00 1,612,018.00 100% The account was too old to collect Shaoyang Shenfeng Power Manufacture Co., ltd 1,589,871.23 1,589,871.23 100% The account was too old to collect Changchai Wanzhou Diesel Co., ltd 1,500,000.00 1,500,000.00 100% The account was too old to collect Yuejin Light-Vehicle Co., Ltd. 1,218,086.88 1,218,086.88 100% The account was too old to collect Henan Agricultural Machinery Co 1,000,000.00 1,000,000.00 100% The account was too old to collect Total 6,919,976.11 6,919,976.11 -- -- In combination, counting and drawing accounts receivable of bad debt reserves by adopting aging of accounts √Applicable □Not Applicable Unit: RMB Amount at period-end Amount at period-begin Book balance Book balance Ageing Ratio Bad debt provision Ratio Bad debt provision Amount Amount (%) (%) Within 1 year Including: -- -- -- -- -- -- Within 6 months 387,569,414.62 97.97% 501,365,421.98 98.5% 6 months to1year 3,450,068.49 0.87% 345,006.85 4,876,407.60 0.96% 487,640.76 Subtotal of within 1 year 391,019,483.10 98.84% 345,006.85 506,241,829.58 99.46% 487,640.76 1-2 years 2,000,648.89 0.51% 400,129.78 209,433.24 0.04% 41,886.65 2-3 years 994,291.96 0.25% 397,716.78 2,099,672.42 0.41% 839,868.97 Over 3 years 1,580,800.66 0.4% 1,580,800.66 475,544.24 0.09% 475,544.24 3-4 years 4-5 years Over 5 years Total 395,595,224.62 -- 2,723,654.07 509,026,479.48 -- 1,844,940.62 137 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 In combination, counting and drawing accounts receivable of bad debt reserves by adopting balance percentage of approach: □Applicable √Not Applicable In combination, counting and drawing accounts receivable of bad debt reserves by adopting other methods: □Applicable √Not Applicable Terminal single amount is not large, but accounts receivable of single counting and drawing bad debt reserves: □Applicable √Not Applicable Unit: RMB bad debt counting and accounts receivable book balance counting and drawing reasons reserves drawing ratio Hubei Duoling Power Machinery Co., Ltd 775,624.61 775,624.61 100% The account was too old to collect Henan Xinxiang Internal Combustion Engine 753,754.25 753,754.25 100% The account was too old to collect Plan Yunnan Jinma Diesel General Plan 579,210.11 579,210.11 100% The account was too old to collect Dongfeng Nanchong Automobile Co., Ltd 569,974.38 569,974.38 100% The account was too old to collect Guangxi Liuzhou Zhongxin Engine Co., Ltd 474,895.94 474,895.94 100% The account was too old to collect Zhejiang Agriculture Machinery Accessory 457,800.00 457,800.00 100% The account was too old to collect Co., Ltd Changchai Group Jintan Diesel General Plant 375,035.52 375,035.52 100% The account was too old to collect Fujian Longma Agriculture-Vehicle 365,169.92 365,169.92 100% The account was too old to collect Manufacture Co., Ltd Other sporadic clients 751,930.75 751,930.75 100% The account was too old to collect Total 5,103,395.48 5,103,395.48 100% -- (2) Accounts receivable switched back or taken back during the report period Unit: RMB switching back or taking Basis for reasons for switching back the counted or Amount switched back Accounts receivable confirming bad back or taking back drawn bad debt reserves or taken back debt reserves accumulated before Total -- -- -- Terminal single amount is large, or not large, but counting and drawing bad debt reserves of accounts receivable by doing impairment test alone: bad debt Counting and accounts receivable book balance Reasons reserves drawing ratio (%) Account receivable with single major amount and The account was too old 6,919,976.11 6,919,976.11 100% withdrawal bad debt provision independently to collect Account receivable with minor single amount but The account was too old 5,103,395.48 5,103,395.48 100% withdrawal bad debt provision independently to collect Total 12,023,371.59 12,023,371.59 -- -- Explanation on accounts receivable, the single amount of which is not large, but the credit risks are large after combining according to the credit risks characters: Account receivable with minor single amount has major risk after combination of credit risk characterizes, the age is too old to recover (3) Accounts receivable should be cancelled after verification during the report period Unit: RMB accounts receivable Whether caused by Unit name Canceling time Canceling amount Canceling reasons properties related transaction 138 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Total -- -- -- -- Explanation on cancellation of accounts receivable (4) Shareholder units holding more than 5 %( Including 5%) voting shares of the Company in accounts receivable during the report period √Applicable □Not Applicable Unit: RMB Closing balance Opening balance Unit name book balance bad debt reserves book balance bad debt reserves Bosch Automobile Diesel System Co., Ltd 31,874,902.46 0.00 38,064,343.06 0.00 (German Bosch 的 Controlling subsidiary) Total 31,874,902.46 0.00 38,064,343.06 0.00 (5) Properties and contents of other accounts receivable with large amount Nil (6) Units with top five accounts receivable amount Unit: RMB Relationship with the Percentage in accounts Unit name Amount Age limit Company receivable amount (%) Weifu Chang’an Subsidiary 109,325,221.32 Within 1 year 17.38% Client 2 Client 61,869,270.18 Within 1 year 9.84% Client 3 Client 60,446,663.84 Within 1 year 9.61% Client 4 Client 59,633,479.37 Within 1 year 9.48% Weifu Mashan Subsidiary 39,731,053.30 Within 1 year 6.32% Total -- 331,005,688.01 -- 52.63% (7) Accounts receivable of related party Unit: RMB Percentage in Relationship with the Unit name Amount accounts receivable Company amount (%) Bosch Automobile Diesel System Co., Ltd Affiliated company 31,874,902.46 5.07% Weifu Autocam Precision Machinery Corp. Joint-venture 374,563.26 0.06% Weifu Environment Catalysts Co., Ltd Joint-venture 3,976,569.38 0.63% Kunming Xitong Subsidiary 30,571,861.70 4.86% Weifu Jialin Subsidiary 32,265,049.33 5.13% Weifu Mashan Subsidiary 39,731,053.30 6.32% Weifu Chang’an Subsidiary 109,325,221.32 17.38% Weifu Tianshi Subsidiary 9,363,780.87 1.49% Total -- 257,483,001.62 40.94% 139 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (8) Transferring amount is 0 Yuan for accounts receivable not conforming to terminate the confirmation. (9) It is required to introduce the relevant transaction arrangement for asset securitization taking accounts receivables as the standard Nil 2. Other accounts receivable (1) Other accounts receivable Unit: RMB Closing balance Opening balance book balance bad debt reserves book balance bad debt reserves Type Ratio Ratio Ratio Ratio Amount Amount Amount Amount (%) (%) (%) (%) single amount is large, and other accounts receivable of single 2,000,000.00 0.52% 2,000,000.00 100% 2,000,000.00 1.17% 2,000,000.00 100% counting and drawing bad debt reserves counting and drawing other accounts receivable of bad debt reserves by group Other receivable withdrawal bad 1,339,123.82 0.34% 4,401,258.80 2.57% debt provision by age group Other receivable withdrawal bad debt provision by subsidiary 382,358,789.05 98.52% 162,643,894.69 94.86% group subtotal 383,697,912.87 98.86% 167,045,153.49 97.43% though the single amount is not large, other accounts receivable 2,400,000.00 0.62% 2,400,000.00 100% 2,400,000.00 1.4% 2,400,000.00 100% of single counting and drawing bad debt reserves Total 388,097,912.87 -- 4,400,000.00 -- 171,445,153.49 -- 4,400,000.00 -- Explanation on cancellation of accounts receivable Other accounts receivable with over RMB 1 million of single amount is other receivables of significant single amount. To other receivables of significant single amount, provision for bad debts is still made by aging analysis method because no objective evidence can manifest that Contingent depreciation will exceed provision for bad debts by aging analysis method. Account receivable from subsidiaries is not withdrawal bad debt provision by the Company. Terminal single amount is large, and other accounts receivable of single counting and drawing bad debt reserves √Applicable □Not Applicable Unit: RMB Other accounts counting and drawing book balance bad debt reserves Reasons receivable ratio Jiangsu Techniques and The account was too old 2,000,000.00 2,000,000.00 100% Technology Center to collect Total 2,000,000.00 2,000,000.00 -- -- In combination, counting and drawing other accounts receivable of bad debt reserves by adopting aging of accounts √Applicable □Not Applicable Unit: RMB accounts Closing balance Opening balance receivable age book balance bad debt reserves book balance bad debt reserves 140 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Amount Ratio (%) Amount Ratio (%) Within one year Including: -- -- -- -- -- -- Within 6 months 1,339,123.82 100% 4,401,258.80 100% subtotal within 1,339,123.82 100% 4,401,258.80 100% one year 1-2 years 2-3 years over 3years 3-4 years 4-5 years over 5 years Total 1,339,123.82 -- 4,401,258.80 -- In combination, counting and drawing other accounts receivable of bad debt reserves by adopting balance percentage of approach: □Applicable √Not Applicable In combination, counting and drawing other accounts receivable of bad debt reserves by adopting other methods: □Applicable √Not Applicable Terminal single amount is not large, but other accounts receivable of single counting and drawing bad debt reserves: □Applicable √Not Applicable Unit: RMB bad debt counting and Other accounts receivable book balance Reasons reserves drawing ratio Nanjing University 600,000.00 600,000.00 100% The account was too old to collect Southeast University 600,000.00 600,000.00 100% The account was too old to collect Nanjing University of Science and 600,000.00 600,000.00 100% The account was too old to collect Technology Nanjing University of Technology 600,000.00 600,000.00 100% The account was too old to collect Total 2,400,000.00 2,400,000.00 100% -- (2) Other accounts receivable switched back or taken back during the report period Unit: RMB switching back or taking reasons for switching Basis for confirming bad back the counted or Amount switched back Other accounts receivable back or taking back debt reserves drawn bad debt reserves or taken back accumulated before Total -- -- -- Terminal single amount is large, or not large, but counting and drawing bad debt reserves of other accounts receivable by doing impairment test alone: Counting and bad debt accounts receivable book balance drawing ratio Reasons reserves (%) Other receivable with single major amount and The account was too old 2,000,000.00 2,000,000.00 100% withdrawal bad debt provision independently to collect Other receivable with minor single amount but The account was too old 2,400,000.00 2,400,000.00 100% withdrawal bad debt provision independently to collect Total 4,400,000.00 4,400,000.00 -- -- Explanation on other accounts receivable, the single amount of which is not large, but the credit risks are large after combining according to the credit risks characters: Other receivable with minor single amount has major risk after combination of credit risk characterizes, the age is too old to recover 141 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (3) Other accounts receivable should be cancelled after verification during the report period Unit: RMB Other accounts Whether caused by Unit name Canceling time Canceling amount Canceling reasons receivable properties related transaction Total -- -- -- -- Explanation on cancellation of other accounts receivable (4) Shareholder units holding more than 5% (Including 5%) voting shares of the Company in other accounts receivable during the report period √Applicable □Not Applicable Unit: RMB Amount at period-end Amount at period-begin Name of the company Bad debt provision Bad debt provision Book balance Book balance accrual accrual Total (5) Properties and contents of other accounts receivable with large amount Nil (6) Units with top five other accounts receivable amount Unit: RMB Percentage in Relationship with the Unit name Amount Age limit accounts receivable Company amount (%) Weifu Lida Subsidiary 370,915,177.38 1-2 years 95.58% Weifu Schmitter Subsidiary 11,443,611.67 Within 1 year 2.95% Jiangsu Techniques and Technology Center Non-related company 2,000,000.00 Over 3 years 0.52% Nanjing University Non-related company 600,000.00 Over 3 years 0.15% Southeast University Non-related company 600,000.00 Over 3 years 0.15% Nanjing University of Science and Technology Non-related company 600,000.00 Over 3 years 0.15% Nanjing University of Technology Non-related company 600,000.00 Over 3 years 0.15% Total -- 386,758,789.05 -- 99.65% (7) Other accounts receivable of related party Unit: RMB Percentage in accounts Unit name Relationship with the Company Amount receivable amount (%) Weifu Lida Subsidiary 370,915,177.38 95.58% Weifu Schmitter Subsidiary 11,443,611.67 2.95% Total -- 382,358,789.05 98.53% 142 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 (8) Transferring amount is 0 Yuan for other accounts receivable not conforming to terminate the confirmation. (9) It is required to introduce the relevant transaction arrangement for asset securitization taking other accounts receivables as the standard Nil 3. Long-term equity investment Unit: RMB Description of Counting Share inconformit and increase holding Vote y of share Cash Calculati drawing Invested Initial Opening and percenta percentage holding Impairment dividends at ng Closing impairment units investment balance decrease ge in in invested percentage reserves the current methods balance reserves at costs changes invested units (%) and vote period the current units (%) percentage period in invested units Weifu Cost 178,639,593.5 178,639,593. 98,595,318. 178,639,593.52 80% 80% Jinning method 2 52 41 Cost 230,113,855.0 230,113,855. Weifu Lida 230,113,855.00 94.81% 94.81% method 0 00 Cost 24,000,000.0 1,500,000.0 Weifu Nano 24,000,000.00 24,000,000.00 80% 80% method 0 0 Weifu Cost 260,187,500.0 260,187,500. 159,929,78 Diesel 260,187,500.00 100% 100% method 0 00 3.21 System Weifu Cost 48,693,380.5 48,693,380.51 48,693,380.51 100% 100% Mashan method 1 Weifu Cost 70,902,037.3 70,902,037.30 70,902,037.30 100% 100% Chang’an method 0 Weifu Cost 30,999,996.2 Internationa 30,999,996.22 30,999,996.22 100% 100% method 2 l Trade Cost 167,000,000.0 167,000,000. Weifu ITM 167,000,000.00 100% 100% method 0 00 Weifu Cost 8,100,000.00 8,100,000.00 8,100,000.00 45% 45% Schmitter method Weifu Cost 90,229,100.0 90,229,100.00 90,229,100.00 51% 51% Tianli method 0 Cost Weifu Jialin 4,685,868.73 4,685,868.73 4,685,868.73 51% 51% method Kunming Cost 5,471,793.17 5,471,793.17 5,471,793.17 70% 70% Xitong method Weifu Cost 5,200,000.00 5,200,000.00 5,200,000.00 52% 52% Tianshi method Weifu Equity 5,867,407. 70,547,033.3 37,842,087.00 64,679,626.18 50% 50% Autocam method 16 4 Bosch Equity 867,509,767.3 408,694,5 1,353,061,38 Diesel 944,366,786.20 32.5% 32.5% method 7 99.38 5.58 System Zhonglian Automobile Equity 120,124,000.0 64,043,39 462,131,899. 398,088,504.09 20% 20% Electronic method 0 5.79 88 Co., Ltd. Weifu Precision Machinery Equity 3,013,238. 32,324,152.4 2,000,000.00 29,310,914.30 20% 20% Manufactur method 10 0 ing Co., Ltd. Guolian Cost 12,000,000.0 Securities 12,000,000.00 12,000,000.00 1.2% 1.2% method 0 Co., Ltd. Guangxi Cost 1,600,000.0 Liufa Co., 1,600,000.00 1,600,000.00 1,600,000.00 1.22% 1.22% method 0 Ltd. Financial Cost 800,000.00 800,000.00 800,000.00 800,000.00 Company method 143 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 of Changchai Group Co., Ltd. H&J Vanguard Cost 33,000,000.0 33,000,000. 33,000,000.00 33,000,000.00 11.72% 11.72% Investment method 0 00 Co., Ltd. Nanjing Hengtai Cost 1,000,000.0 Insurance 1,000,000.00 1,000,000.00 1,000,000.00 1.85% 1.85% method 0 and Broker Co., Ltd. Jiangsu HSBC Cost Insurance 500,000.00 500,000.00 500,000.00 10% 10% 500,000.00 method Agents Limited Yangdong Cost 2,355,900.0 2,355,900.00 2,355,900.00 2,355,900.00 Co., Ltd. method 0 Wuxi Xidong Technologi Cost 5,000,000.00 5,000,000.00 5,000,000.00 1.43% 1.43% cal Industry method Park Co., Ltd. 2,207,954,878. 2,616,924,855. 481,618,6 3,098,543,49 40,755,900. 258,525,10 Total -- -- -- -- 82 22 40.43 5.65 00 1.62 Explanation on long-term equity investment 1. Weifu Schmitter: Weifu Schmitter is a Sino-foreign joint venture jointly set up by the Company, Germany-based Schmitter Group Aktiengesellschaft and Shanghai Weishi Automobile Technology Development Co., Ltd., which obtained the No. 320200400033433 Corporate Business License issued by Wuxi Administration for Industry and Commerce, Jiangsu Province on Sept. 17, 2009. The registered capital of this company was RMB 18 million, where the Company invested RMB 8.10 million, representing 45% of the registered capital; Germany-based Schmitter Group Aktiengesellschaft invested RMB 7.20 million, representing 40% of the registered capital; Shanghai Weishi Automobile Technology Development Co., Ltd. invested RMB 2.70 million, representing 15% of the registered capital. The RMB 2.70 million contributions from the Company during the year was the first contribution. The Company was the first largest shareholder of this company and held majority of voting rights in its board of directors; therefore, the Company consolidated it into the consolidated financial statements as a subsidiary since the date of its inception. 2. Kunming Xitong: According to the equity transfer agreement entered into between the Company and Kunming Jinlida Machinery Co., Ltd., the company turns to controlling shareholders of the Company after 20% equity of Kunming Xitong held by Kunming Jinlida Machinery Co., Ltd was transferred by the Company. The equity transfer amount RMB 1.4688 million was paid by the Company. 3. Weifu Tianshi: a joint-venture set up by the Company and Anhui Quanchai Power Co., Ltd. with register capital of RMB 10 million. The Company invested RMB 5.2 million for 52% in total register capital. 4. Bosch Diesel System: According to the equity transfer agreement signed between the Company and Wuxi Industry Group, 1.5% equity of Bosch Diesel System held by Wuxi Industry Group was transferred by the Company. Equity transferring amount 206.289 million yuan was paid by the Company. According to the equity transfer agreement signed between the Company and German Robert Bosch Company, 1.00% equity of Bosch Diesel System held by German Robert Bosch Company was transferred by the Company. Equity transferring amount 137.526 million yuan was paid by the Company. 4. Operating income and cost (1) Operating income and cost Unit: RMB Item Amount in this period Amount in last period Main operating income 993,599,313.59 1,337,063,029.97 Other operating income 154,616,691.60 235,081,357.28 Operating cost 939,317,265.51 1,276,037,593.43 Total 1,148,216,005.19 1,572,144,387.25 (2) Main business (according to industry) √Applicable □Not Applicable Unit: RMB Industry Amount in this period Amount in last period 144 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Operating income Operating cost Operating income Operating cost Automobile parts 993,599,313.59 791,876,975.87 1,337,063,029.97 1,058,760,908.36 Total 993,599,313.59 791,876,975.87 1,337,063,029.97 1,058,760,908.36 (3) Main business (according to product) √Applicable □Not Applicable Unit: RMB Amount in this period Amount in last period Product Operating income Operating cost Operating income Operating cost Auto fuel injection system 993,599,313.59 791,876,975.87 1,337,063,029.97 1,058,760,908.36 Total 993,599,313.59 791,876,975.87 1,337,063,029.97 1,058,760,908.36 (4) Main business (according to districts) √Applicable □Not Applicable Unit: RMB Amount in this period Amount in last period Districts Operating income Operating cost Operating income Operating cost Domestic sales 993,599,313.59 791,876,975.87 1,337,063,029.97 1,058,760,908.36 Total 993,599,313.59 791,876,975.87 1,337,063,029.97 1,058,760,908.36 (5) The operating income of the top five customers of the Company Unit: RMB Customer name Primary business income The percentage in all operating income of the Company (%) Client 1 125,332,904.50 10.92% Client 2 101,194,875.21 8.81% Client 3 98,626,992.74 8.59% Client 4 75,867,798.86 6.61% Client 5 59,053,336.67 5.14% Total 460,075,907.98 40.07% Explanation on operating income Nil 5. Investment income (1) Particulars about investment income Unit: RMB Item Amount of this period Amount of last period Income of long-term equity investment calculated based on cost 258,525,101.62 Income of long-term equity investment calculated based on equity 137,803,640.43 267,750,110.24 Investment income obtained from disposal of long-term equity investment Investment income obtained during holding trading financial assets Investment income obtained during held-to-maturity investment gaining investment income Investment income obtained during holding available-for-sale financial assets Investment income obtained by handling trading financial assets Investment income obtained from held-to-maturity investment 145 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Investment income obtained from available-for-sale financial assets 740,000.00 Others Total 397,068,742.05 267,750,110.24 (2) Income of long-term equity investment calculated based on cost Unit: RMB Company name Amount of this period Amount of last period Reasons of change (+,-) Weifu Diesel System 159,929,783.21 Earns in 2011 and has bonus in this year Weifu Jinning 98,595,318.41 Earns in 2011 and has bonus in this year Total 258,525,101.62 -- (3) Income of long-term equity investment calculated based on equity Unit: RMB Amount of the current Amount of the last Company name Reasons for changes (+,-) period period Profit decline in this period due to Bosch Diesel System 64,879,599.38 167,094,353.32 influence from auto industry Zhonglian Automobile Electronic Co., Profit decline in this period due to 64,043,395.79 84,168,402.02 Ltd. influence from auto industry Weifu Autocam Precision Machinery Profit decline in this period due to 5,867,407.16 10,063,876.73 Corp. influence from auto industry Weifu Precision Machinery Profit decline in this period due to 3,013,238.10 6,699,134.95 Manufacture Co., Ltd. influence from auto industry Reckoned into consolidation statement Kunming Xitong -275,656.78 since May 2011 Total 137,803,640.43 267,750,110.24 -- Explanation on investment income: Nil 6. Supplementary information of cash flow statement Unit: RMB Amount of the Amount of the Supplementary information current period last period 1. adjust the net profits to be cash flow for operating activities -- -- net profits 456,927,355.95 368,205,790.83 Add: assets impairment preparation 875,853.27 220,723.62 fixed assets depreciation, oil-and-gas assets loss , productive living beings depreciation 35,326,220.82 33,896,756.24 intangible assets amortization 1,967,691.85 335,106.84 long-term deferred expenses amortization losses from handling fixed assets, intangible assets and assets(profits fill with “-“ ) 227,077.17 -3,438,904.83 loss on retirement of fixed assets(profits fill with “-“ ) fair value change loss(profits fill with “-“ ) financial costs(profits fill with “-“ ) 5,784,955.56 10,794,754.04 investment losses(profits fill with “-“) -397,068,742.05 -267,750,110.24 deferred income tax assets decrease(increases fill with “-“ ) -75,226.30 204,182.36 deferred income tax liabilities increase(decreases fill with “-“ ) stock decreases(increases fill with “-“ ) 69,007,232.15 -8,485,380.91 146 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 operating receivables decrease(increases fill with “-“ ) -222,038,705.84 -196,682,627.36 operating payables increase(decreases fill with “-“ ) 90,002,411.96 165,595,031.57 Others cash flow net amount generated by operating activities 40,936,124.54 102,895,322.16 2. significant investment financial activities not involving and cash deposit and withdrawal -- -- debt turns to capital convertible bonds due in one year fixed assets financed by leasing 3. net changes of cash and cash equivalents -- -- ending balance of cash 2,277,349,549.16 172,794,728.14 decrease: opening balance of cash 132,135,416.49 85,169,165.70 increase: ending balance of cash equivalents decrease: opening balance of cash equivalents net increase of cash and cash equivalents 2,145,214,132.67 87,625,562.44 7. Assets and liabilities enter into the account book with assessed value by counter purchase Unit: RMB Assets and liabilities enter into the account book with assessed value Original book value assessed value Assets Liabilities (XVI) Supplementary Information 1. REO and earnings per share Unit: RMB Weighted average Earnings per share Profits during report period ROE (%) Basic EPS diluted EPS net profits belong to common stock stockholders of the Company 6.18% 0.69 0.69 net profits belong to common stock stockholders of the Company after 6.14% 0.69 0.69 deducting nonrecurring gains and losses 2. Abnormalities and reasons of the accounting statement items of the Company Monetary funds: compared with the beginning of the year, an increase of 2.1818945 billion Yuan, 255.18% up at the end of the reporting period. It mainly due to the funds which came from the non-public offering stock in this year. Prepayments: compared with the beginning of the year, a decrease of 69.8668 million Yuan, 38.09% down at the end of the reporting period. It mainly due to the equipment which had been paid and the corresponding invoice had been received. Financial assets available for sale: compared with the beginning of the year, an increase of 290.08 million Yuan at the end of the reporting period. It mainly due to the current subscribed shares of non-public offering stocks of Shangchai. Short-term borrowings: compared with the beginning of the year, a decrease of 495 million Yuan at the end of the reporting period. It mainly due to the funds which came from current non-public offering stock, are used to supplement the working capital, returned to bank. 147 无锡威孚高科技集团股份有限公司 2012 年半年度报告全文 Payable notes: compared with the beginning of the year, an increase of 63.1728 million Yuan, 38.45% up at the end of the reporting period. It mainly due to the settlement business of Weifu Jinning payable notes. Payable taxes: compared with the beginning of the year, a decrease of 56.8384 million Yuan, 73.12% down at the end of the reporting period It mainly due to the remittance of the income tax of the previous year. Payable dividends: compared with the beginning of the year, an increase of 255.2443 million Yuan at the end of the reporting period. It mainly due to the approval of the bonus program by Meeting of shareholders of company and was implemented in July. Deferred tax liabilities: compared with the beginning of the year, an increase of 13.5753 million Yuan at the end of the reporting period. It mainly due to the current subscribed shares of non-public offering stocks of Shangchai. According to the fair value, determined by the closing price of Stock Exchange on June 30, 2012, the deferred tax was confirmed. Capital surplus: compared with the beginning of the year, an increase of 2.8145075 billion Yuan at the end of the reporting period. It mainly due to the current non-public offering of stock and the increase of the share premium. Selling expenses: compared with the same period of last year, an increase of 37.4121 million Yuan, 74.07% up at the end of the reporting period. It mainly due to the growth of three packs cost. Financial expenses: compared with the same period of last year, a decrease of 32.749 million Yuan, It mainly due to repayment of bank borrowings, and the corresponding interest expense reduced; at the same time, because of the increase of monetary funds, the interest income from bank deposits increased. Investment income: compared with the same period of last year, a decrease of 133.6245 million Yuan. It mainly due to the impact of automotive industry, the earnings of Bosch Diesel System and Zhonglian Automobile Electronic Co., Ltd., declined compared to the same period of last year. Income tax expenses: compared with the same period of last year, a decrease of 34.9486 million Yuan, 36.66% down. It mainly due to the impact of automotive industry, the current earnings declined compared to the same period of last year. IX. Documents available for reference File catalog for reference 1. Semi-annual reports with the president’s own signature; 2. Financial report with signature and seal of legal representative, person in charge of financial works and accountant officer; 3. The original manuscripts of all documents and announcements of the Company publicly disclosed on China Securities Journal, Securities Times and Hong Kong Commercial Daily; 4. Article of Association Chairman of the Board: Chen Xuejun Submit date approved by the board of directors: 27 August 2012 148