Weifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 1 Weifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009 (Full Text) §1. Important Notice 1.1 The Board of Directors and Supervisory Committee of Weifu High-Technology Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are not any fictitious statements, misleading information and important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 The Financial Report For the 1st Quarterly Report of the Company has not been audited by CPAs. 1.3 Mr. Wang Weiliang, Chairman of the Company; Ms. Sun Qingxian, Deputy General Manager as well as Person in Charge of Accounting Works; Dou Yu, Person in Charge of Accounting Institution (Accounting Officer) hereby confirm that the Financial Report enclosed in the 1st Quarterly Report is true and complete. §2. Company Profile 2.1 Main Accounting Data and Financial Indexes: Unit: RMB At the end of the report period At the end of the last year Changes of increase/decrease (%) Total assets 4,494,927,179.65 4,597,901,224.38 -2.24% Equity attributable to owners of the parent company 2,474,385,824.48 2,506,344,515.41 -1.28% Share capital 567,275,995.00 567,275,995.00 0.00% Net asset per share attributable to owners of the parent company 4.3619 4.4182 -1.27% In the report period The same period of last year Changes of increase/decrease (%) Total operating income 506,613,553.93 996,418,554.57 -49.16% Net profit attributable to owners of the parent company -31,958,690.93 30,301,355.75 -205.47% Net cash flow arising from operating activities 47,340,066.11 105,798,447.15 -55.25% Net cash flow arising from operating activities per share 0.0835 0.1865 -55.23% Basic earnings per share -0.0563 0.0534 -205.43% Diluted earnings per share -0.0563 0.0534 -205.43% Return on equity -1.29% 1.25% -2.54% Return on equity after deducting the non-recurring losses and gains -1.29% 1.25% -2.54% Items of non-recurring gains and losses Amount in year-begin to the end of report period Gains and losses from the disposal of non-current asset 236,048.65Weifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 2 Governmental subsidy calculated into current gains and losses, while closely related with the business of the Company, excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard 18,500.00 Other non-operating income and expense excluded the aforementioned items -104,987.57 Influences on minority shareholders’ gains/losses -53,555.59 Impact on income tax -18,173.87 Total 77,831.62 Explanations on items of non-recurring gains and losses Naught 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 47,820 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Full Name of shareholder Amount of tradable shares with unrestricted conditions held at the end of report period Type of shares ROBERT BOSCH GMBH 18,387,200 Domestically listed foreign share INDUSTRIAL AND COMMERCIAL BANK OF CHINA-E FUND VALUE SELECTED STOCK FUND 14,000,000 RMB common share GUOTAI JUNAN SECURIES HONG KONG LIMITED 13,247,896 Domestically listed foreign share China Galaxy Securities Co., Ltd. 10,260,797 RMB common share QILU SECURITIES CO., LTD. 6,321,061 RMB common share ORIENT SECURITIES COMPANY LIMITED 5,676,222 RMB common share BANK OF COMMUNICATIONS-KERUI SECURITIES INVESTMENT FUND 5,523,869 RMB common share INDUSTRIAL AND COMMERCIAL BANK OF CHINA-E FUND VALUE GROWTH MIXED STOCK FUND 4,519,098 RMB common share INDUSTRIAL BANK- EVERBRIGHT PRAMERICA BONUS STOCK FUND 4,000,000 RMB common share INDUSTRIAL AND COMMERCIAL BANK OF CHINA-RONGTONG SHENZHEN STOCK EXCHANGE 100 INDEX FUND 3,379,921 RMB common share §3. Significant events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable In the report period, the profit and asset constitution(consolidated data) had great changes comparedWeifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 3 with that of last year, and the explanations were as follows: 1. Operating income decreased 49.16% compared with that in the same period of last year, the main reasons were: influenced by the financial crisis, agricultural Machinery and light vehicle mainly benefited from the stimulation by the national policy, but the market for heavy &medium commercial vehicle were still in low status. 2. Operating cost decreased 45% compared with that in the same period of last year, which was mainly due to the decreases of operating income. 3. Net profit (attributable to parent company) decreased 205.43% compared with that in the same period of last year, the main reasons were: the total operating income declined and Bosch Automotive Diesel System Co., Ltd. whose shares were participated by the Company had losses in the 1st quarter of this year. 4. Net cash flow arising from the operating activities in the report period decreased 55.25% compared with that in the same period of last year, which was mainly due to cash received from selling commodities and supplying labor forces decreased compared with that in the same period of last year. 3.2 Analysis and explanation of significant events and their influence and solutions □Applicable √Inapplicable 3.3 Implementations of commitments by the Company, shareholders and actual controller √Applicable □Inapplicable Commitments Content of commitments Implementation Commitments for Share Merger Reform The Company realized net profit RMB 0.85 billion from year 2006 to year 2008, and realized net profit RMB 0.34 billion in year 2008. Based on that 0.5 share was additionally delivered per 10 shares for the tradable A shares before Share Merger Reform, proportion of cash dividend from 2006 to 2008 are not less than 50% of distributable profit for investors realized by the Company in current year. Would be implemented after the 2008 Annual Shareholders’ General Meeting. Commitments on share restriction for trading Non-circulating shares of Weifu Hi-tech held by Weifu Group could not listed or transferred within 60 months since possessing of listing right(April.5,2006). After the expiry of the commitment period, original non-circulating shares would be listed for sale in Shenzhen Stock Exchange, the proportion of sales volume to total share equity of Weifu Hi-tech could not exceed 5% within 12 months as well as 10% 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). The said commitment is implementing and there is no shares held impairment. Commitments made in Acquisition Report or Reports on Change in Interests - - Commitments made in Material Assets Reorganization - - Commitments made in issuing - - Other commitments (including additional commitments) - -Weifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 4 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Registration form for receiving research, communication and interview in the report period. Date Place Way The received parties Contents discussed and materials supplied Jan. 8, 2009 Conference room of the Company Spot research Taikang Life Asset Management Co., Ltd. Operation status and future development of the Company Jan.15, 2009 Conference room of the Company Spot research Guotai Junan Securities Co., Ltd. Operation status and future development of the Company Jan. 16, 2009 Conference room of the Company Spot research Schroder Fund Management Co., Ltd. Operation status and future development of the Company Feb. 4, 2009 Conference room of the Company Spot research HAITONG Securities Co., Ltd. and Fortune SGAM Fund Management Co., Ltd. Operation status and future development of the Company Feb. 9, 2009 Conference room of the Company Spot research Guolian Securities Research Institute Operation status and future development of the Company Feb. 12, 2009 Conference room of the Company Spot research Huatai Securities Co.,Ltd. Operation status and future development of the Company Feb. 24, 2009 Conference room of the Company Spot research 8 persons from China Jianyin Investment Securities Co., Ltd. Operation status and future development of the Company March 6, 2009 Conference room of the Company Spot research Bohai Securities Co., Ltd. Operation status and future development of the Company March 23, 2009 Conference room of the Company Spot research China Life Insurance Co., Ltd. Operation status and future development of the Company 3.5.3 Particulars about the explanations on other significant events □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Weifu High-technology Co., Ltd. March 31, 2009 Unit: RMB Balance at period-end Balance at year-begin Items Merger Parent Company Merger Parent Company Current assets:Weifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 5 Monetary funds 550,172,247.73 187,789,160.53 633,818,074.23 228,735,378.18 Settlement provisions Capital lent Transaction finance asset Notes receivable 316,602,582.92 167,539,362.37 388,733,826.26 197,129,578.52 Accounts receivable 550,115,926.84 247,520,024.36 468,041,533.70 243,063,549.71 Accounts paid in advance 39,478,011.90 26,100,547.58 33,595,448.26 20,937,261.75 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 6,870,060.19 1,936,130.15 6,611,679.75 1,913,035.12 Purchase restituted finance asset Inventories 490,152,397.65 188,191,898.33 507,375,789.63 194,914,308.68 Non-current asset due within one year Other current assets 4,204,288.22 33,510,171.88 4,913,524.44 Total current assets 1,957,595,515.45 852,587,295.20 2,043,089,876.27 886,693,111.96 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity securities Long-term account receivable Long-term equity investment 1,204,639,901.28 1,761,351,416.69 1,216,336,268.93 1,775,737,750.20 Investment property Fixed assets 1,049,949,461.57 628,964,961.31 1,047,314,144.93 621,566,379.00 Construction in progress 164,052,754.01 119,930,146.04 171,144,058.98 126,462,367.06 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 77,234,733.75 27,906,638.31 78,229,946.20 28,074,191.73 Expense on Research and Development Goodwill Long-term expenses to be apportioned 2,239,381.14 2,372,655.75Weifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 6 Deferred income tax asset 39,215,432.45 8,444,823.90 39,414,273.32 8,643,664.77 Other non-current asset Total non-current asset 2,537,331,664.20 2,546,597,986.25 2,554,811,348.11 2,560,484,352.76 Total assets 4,494,927,179.65 3,399,185,281.45 4,597,901,224.38 3,447,177,464.72 Current liabilities: Short-term loans 767,000,000.00 535,000,000.00 843,036,725.49 615,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 249,108,481.12 189,145,909.02 231,760,209.02 192,450,209.02 Accounts payable 484,513,884.69 338,678,005.51 502,090,202.96 300,072,484.51 Accounts received in advance 19,658,356.58 4,553,698.56 19,023,738.35 1,795,586.83 Selling financial asset of repurchase Commission charge and commission payable Wage payable 116,894,046.74 55,346,114.31 135,485,636.96 62,362,525.91 Taxes payable 29,851,433.25 7,774,478.12 11,436,759.32 -2,482,224.39 Interest payable Dividend payable Other accounts payable 101,997,569.79 83,712,939.50 99,693,552.47 83,506,503.70 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities 18,909,108.31 3,865,993.52 10,683,370.14 1,250,000.00 Total current liabilities 1,787,932,880.48 1,218,077,138.54 1,853,210,194.71 1,253,955,085.58 Non-current liabilities: Long-term loans Bonds payable Long-term account payable 15,700,000.00 15,700,000.00 Special accounts payable Projected liabilities 1,604,658.96 1,604,658.96 Deferred income tax liabilities Other non-current liabilities 2,140,000.00 2,090,000.00Weifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 7 Total non-current liabilities 17,840,000.00 1,604,658.96 17,790,000.00 1,604,658.96 Total liabilities 1,805,772,880.48 1,219,681,797.50 1,871,000,194.71 1,255,559,744.54 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 567,275,995.00 567,275,995.00 567,275,995.00 567,275,995.00 Capital public reserve 907,580,308.28 923,981,806.57 907,580,308.28 923,981,806.57 Less: Inventory shares Surplus public reserve 262,439,505.87 262,439,505.87 262,439,505.87 262,439,505.87 Provision of general risk Retained profit 737,090,015.33 425,806,176.51 769,048,706.26 437,920,412.74 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 2,474,385,824.48 2,179,503,483.95 2,506,344,515.41 2,191,617,720.18 Minority interests 214,768,474.69 220,556,514.26 Total owner’s equity 2,689,154,299.17 2,179,503,483.95 2,726,901,029.67 2,191,617,720.18 Total liabilities and owner’s equity 4,494,927,179.65 3,399,185,281.45 4,597,901,224.38 3,447,177,464.72 4.2 Profit statement Prepared by Weifu High-technology Co., Ltd. Jan.-Mar., 2009 Unit: RMB Amount in this period Amount in last period Items Merger Parent Company Merger Parent Company I. Total operating income 506,613,553.93 291,819,829.39 996,418,554.57 518,046,671.34 Including: Operating income 506,613,553.93 291,819,829.39 996,418,554.57 518,046,671.34 Interest income Insurance gained Commission charge and commission income II. Total operating cost 515,211,733.79 316,194,731.64 964,089,238.71 514,366,979.28 Including: Operating cost 435,104,600.08 280,262,416.73 791,137,362.11 446,013,248.25 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 3,770,733.94 1,686,776.20 7,200,443.32 3,822,448.18 Sales expenses 10,466,588.13 5,905,279.79 29,270,286.93 18,669,727.66Weifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 8 Administration expenses 58,619,226.72 21,696,571.77 99,434,747.77 31,362,381.02 Financial expenses 8,546,480.69 7,939,582.92 37,097,817.02 14,550,592.61 Losses of devaluation of asset -1,295,895.77 -1,295,895.77 -51,418.44 -51,418.44 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) -16,696,367.64 14,123,838.37 14,323,064.12 81,445,934.58 Including: Investment income on affiliated company and joint venture -16,696,367.64 -19,386,333.51 14,073,151.87 11,841,511.80 Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -25,294,547.50 -10,251,063.88 46,652,379.98 85,125,626.64 Add: Non-operating income 472,733.77 58,658.94 143,812.27 15,000.00 Less: Non-operating expense 2,151,666.11 1,722,990.42 3,177,364.69 1,773,939.65 Including: Disposal loss of non-current asset 1,457,898.25 1,401,960.59 205,948.36 199,348.08 IV. Total Profit (Loss is listed with “-”) -26,973,479.84 -11,915,395.36 43,618,827.56 83,366,686.99 Less: Income tax 2,538,343.26 198,840.87 7,026,892.81 610,776.05 V. Net profit (Net loss is listed with “-”) -29,511,823.10 -12,114,236.23 36,591,934.75 82,755,910.94 Net profit attributable to owner’s equity of parent company -31,958,690.93 -12,114,236.23 30,301,355.75 82,755,910.94 Minority shareholders’ gains and losses 2,446,867.83 6,290,579.00 VI. Earnings per share i. Basic earnings per share -0.06 -0.02 0.05 0.15 ii. Diluted earnings per share -0.06 -0.02 0.05 0.15 4.3 Cash flow statement Prepared by Weifu High-technology Co., Ltd. Jan.-Mar., 2009 Unit: RMB Amount in this period Amount in last period Items Merger Parent Company Merger Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 536,988,622.42 368,853,005.39 722,483,312.29 398,892,399.12 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from otherWeifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 9 financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Insured savings and net increase of 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 4,719,275.66 Other cash received concerning operating activities 3,450,668.58 369,612.68 4,897,680.86 25,709,426.81 Subtotal of cash inflow arising from operating activities 545,158,566.66 369,222,618.07 727,380,993.15 424,601,825.93 Cash paid for purchasing commodities and receiving labor service 369,269,581.52 243,174,746.85 452,288,202.45 357,358,706.65 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 86,602,846.43 39,980,434.91 95,618,814.02 45,760,099.75 Taxes paid 27,713,555.56 8,052,265.21 60,343,248.07 25,726,736.39 Other cash paid concerning operating activities 14,232,517.04 2,064,493.71 13,332,281.46 3,430,928.36 Subtotal of cash outflow arising from operating activities 497,818,500.55 293,271,940.68 621,582,546.00 432,276,471.15 Net cash flows arising from operating activities 47,340,066.11 75,950,677.39 105,798,447.15 -7,674,645.22 II. Cash flows arising from investing activities: Cash received from recovering investment 2,305,100.00 Cash received from 249,912.25 69,417,379.75Weifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 10 investment income Net cash received from disposal of fixed, intangible and other long-term assets 3,739,467.46 1,640,436.96 25,550.00 25,000.00 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 3,739,467.46 1,640,436.96 2,580,562.25 69,442,379.75 Cash paid for purchasing fixed, intangible and other long-term assets 33,043,758.70 21,160,407.51 32,484,128.45 19,844,290.92 Cash paid for investment 5,000,000.00 5,000,000.00 14,294,800.00 39,294,800.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 38,043,758.70 26,160,407.51 46,778,928.45 59,139,090.92 Net cash flows arising from investing activities -34,304,291.24 -24,519,970.55 -44,198,366.20 10,303,288.83 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 390,000,000.00 195,000,000.00 461,350,000.00 315,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 390,000,000.00 195,000,000.00 461,350,000.00 315,000,000.00 Cash paid for settling debts 466,036,725.49 275,000,000.00 454,646,300.00 316,913,800.00 Cash paid for dividend and profit distributing or interest paying 10,910,912.26 7,930,388.77 23,220,111.59 12,673,673.45 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financingWeifu High-Technology Co., Ltd. The 1st Quarterly Report For 2009(Full Text) 11 activities Subtotal of cash outflow from financing activities 476,947,637.75 282,930,388.77 477,866,411.59 329,587,473.45 Net cash flows arising from financing activities -86,947,637.75 -87,930,388.77 -16,516,411.59 -14,587,473.45 IV. Influence on cash due to fluctuation in exchange rate V. Net increase of cash and cash equivalents -73,911,862.88 -36,499,681.93 45,083,669.36 -11,958,829.84 Add: Balance of cash and cash equivalents at the period -begin 495,284,817.23 141,771,078.18 678,013,454.68 131,564,251.25 VI. Balance of cash and cash equivalents at the period -end 421,372,954.35 105,271,396.25 723,097,124.04 119,605,421.41 4.4 Auditor’ report Auditor’s opinions: Un-audited Board of Directors of Weifu High-Technology Co., Ltd. April 25, 2009