Wafangdian Bearing Company Limited The Q3 Report for 2012 §1 Important notes The board of directors, board of supervisors, directors, supervisors and the top management guarantee there is no false record, misleading statement or major omission in the report, and take responsibilities for the truth, accuracy and completeness of the contents. The following directors were absent from the board meeting. Name of absent director Position of absent director Reason for absence Proxy Rakesh Makhija Director Busy work Fang Bo Cong Hong Director Busy work Sun Najuan The charger of company Mr. Wang Lushun, financial controller Ms. Sun Najuan and the charger of accounting department Ms. Yao Chunjuan made the statement: guarantee the truth, completeness of the financial report of the third quarter report. §2 Basic Information of the Company 2.1 Main accounting data and financial indicators Unit: Yuan +/-(%)compared between 2012.9.30 2011.12.31 the end of current period and last year Total assets 3,546,071,798.87 3,533,795,515.58 0.35% Owners’ equity (Yuan) 1,514,496,504.31 1,489,759,638.87 1.66% Capital stock( per share) 402,600,000.00 402,600,000.00 0% shareholders’ net captical per 3.76 3.7 1.66% share(Yuan) 2012.07-.09 +/-(%) to period 2012.01-.09 +/-(%) to period Operating gross income(Yuan) 736,059,076.03 -3.4% 2,353,805,771.06 -6.59% Net profits attributed 10,463,585.10 4.73% 40,840,865.44 -35.76% Shareholders(Yuan) Net cash flow from operating activities -- -- 137,444,156.65 11.29% Net cash flow from operating activities -- -- 0.34 11.29% per share Basic gains per share 0.03 50 0.1 -37.5% Diluted gains per share 0.03 50 0.1 -37.5% Net assets yield (%) 0.68% 0.01% 2.72% -37.18% Net assets yield deducting abnormal 0.17% -0.32% 2.09% -1.75% profit and loss (%) Abnormal profit and loss items √Applicable □Not applicable Unit: Yuan Abnormal profit and loss items 2012.01-2012.09 annotations Profits and losses relating to disposal of fixed assets 1,472,915.77 disposal of fixed assets The allowance of track bea Government grants recorded into profit or loss during current 2,580,926.90 ring and Dalian subsidiary period move Profits and losses relating to the debt restructure 4,891,936.02 debt restructure The profit and loss which caused by the items that unconcerned 470,395.12 with normal business. Total 9,416,173.81 The explanation for the item of the profit and loss which caused by the items that unconcerned with normal business. items Amount Explanation writing-off of watercourse writing-off of watercourse expense of 2012 in Liaoyang Bearing expense 468,127.73 Manufacture Com,.Ltd. The fine of transportation ,production and note Fine 2267.39 transformation in daily operation 2.2. The statement of total number of shareholders and the first 10 shareholders of current shares in the end of the report period Unit: Share Total number of shareholders at the end of 8,652 report period The situation of the first 10 shareholders of current shares Name of shareholder Shares up to the end of the period Nature of share (A、B、H or other) AKTIEBOLAGET SKF 79,300,000 B GAOLING FUND,L.P. 7,325,355 B Huang Junyue 3,600,000 B Ma Yuancheng 742,325 B MAN,KWAI WING 文贵荣 713,101 B Chen Zhongwu 537,500 B Hei Youxin 512,559 B Yang Yufei 470,090 B Merchant securities Hong Kong Company 445,038 B Jiang Guangtao 415,770 B §3 Important Items 3.1 The great changes in company’s key financial statement, financial indicators, and the reasons √Applicable □Not applicable 1 (1)Other receivables increased with amount of 3.6 million Yuan by 36% compared with the beginning of this year, mainly because of the insurance in North China sales company increased with amount of 200 thousand Yuan, the meeting fee of metallurgy sales company in southwest, mid-south increased 1.27 millionYuan, exhibition fee increased 820 thousand Yuan; the receivables in internal company increased with 980 thousand Yuan, of which include mil-leaders’ repaid annual salary with 710 thousand Yuan, and meeting fee in North China sales company with 200 thousand Yuan. (2)Accounts paid in advance reduced with 16.17 million Yuan by 38%,mainly because checked the steels in time, and accounts paid in advance in five suppliers reduced over 1 million Yuan, and the total amount is 15.63 million Yuan, of which Jiangyin Xingcheng with amount of 5.8 million Yuan,Shijiazhuang Steel with amount of 3.71million Yuan, Benxi Steel company reduced with 3.12million Yuan,Luoyang Zhongzhu 1.8 million Yuan,Daye Tegang with 1.19 million Yuan. (3 Other current assets descend by 43%,mainly because the tax rate changed in 2011,which caused the prepaid business income tax increased and was calculated into other current assets, after accounted income tax in Q1-Q3, the other current assets descend. (4)Notes payable increased by 88% compared with the beginning of this year, mainly because of pay to the supplier by the way of accepted draft. (5) Wage payable decreased by 47%, mainly because the balance salary declined 6.45 million Yuan,(of which 3.34 million Yuan without given out but had been calculated in 2008 and 2009, the salary of 2011 with amount of 3.11 million Yuan given out ) the balance funds in trade union descend 1.64 million Yuan, and the education fee descend with amount of 500 thousand Yuan. (6)Non-current liabilities due within one year declined by 1400%, for the long term loans with amount of 138 million Yuan has changed into short term loans. (7)Investment income has decreased by 43.73%,mainly because of the net profit in SKF Wazhou declined compared with previous period. (8)Non-operating income has increased by 41.9% compared with previous period, mainly due to receiving the costs from debt recombination with 6.46 million, in this year WBC received government subsidies and funding with 2.58 Yuan more than that in last period, while the benefit from dealing with fix assets declined with 5.03 million yaun. (9) Non-operating expense increased by 118.42%,mainly because the lost from debt recombination increased with 2.25 million Yuan. (10)Income tax expense descend by 70.6%,mainly because the total profit in the report period declined 18.86 million Yuan, and the income tax ratio declined from 25% to 15%.(the ration in last period is 25%) 3.2 The situation of major items in progress and the analysis explanation on its effect and resolved proposal. 3.2.1 Non-standard opinions information □Applicable √Not applicable 3.2.2 Information on the company provides capital or external grantee that obeys the procedure to shareholders or its related parties. □ Applicable √Not applicable 3.2.3 Information on the daily-business important contact signing and fulfillment. □Applicable √Not applicable 3.2.4 Others □ Applicable √Not applicable 3.3 The fulfillment of the items that the company, shareholder with more than 5% shares and the actual controller etc. during the report period, or before it. □ Applicable √Not applicable 3.4 The warning that predicted accumulative net profits may be loss from the year-beginning to the next report period-end or change a lot compared with previous year, and the reasons □ Applicable √Not applicable 2 3.5 Other major items in need of explanation 3.5.1 Security investment information □Applicable √Not applicable 3.5.2 The investigation, communication and interview, etc. in the current period There are no investigation, communication and interview, etc. in the current period 3.6 Derivative products investment information □ Applicable √Not applicable 3.6.1 Information of derivative products share-holding investment in period. □ Applicable √Not applicable §4 Appendix 4.1 Balance sheet Prepared by Wafangdian Bearing Company Limited Sep. 30st, 2012 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 93,039,424.45 90,403,452.24 102,268,754.34 99,822,886.26 Settlement provisions Capital lent Transaction finance asset Notes receivable 140,322,351.44 137,629,851.44 134,514,385.38 133,080,700.75 Accounts receivable 1,079,201,591.86 1,087,639,797.60 948,225,066.12 986,005,682.37 Accounts paid in advance 27,376,419.82 26,556,898.96 52,716,821.34 42,733,044.64 Insurance receivable Reinsurance receivable Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 18,330,673.63 13,617,642.54 15,528,274.87 10,024,049.56 Purchase restituted finance asset Inventories 1,096,503,274.57 10,024,049.56 1,196,538,970.43 1,113,765,356.87 Non-current asset due within one year Other current assets 3,270,939.91 3,270,939.91 5,729,224.48 5,729,224.48 Total current assets 2,458,044,675.68 2,380,013,862.58 2,455,521,496.96 2,391,160,944.93 Non-current assets: 3 Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 96,708,820.69 153,903,622.26 92,489,891.01 149,684,692.58 Investment real estate Fixed assets 568,495,786.16 453,362,633.48 581,464,704.26 462,781,080.04 Construction in progress 283,121,404.32 283,121,404.32 261,981,026.05 261,978,608.05 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 129,401,988.08 128,761,988.08 131,979,409.06 131,979,409.06 Expense on Research and Development Goodwill Long-term expenses to be 809,640.70 809,640.70 869,505.00 869,505.00 apportioned Deferred income tax asset 9,489,483.24 9,489,483.24 9,489,483.24 9,489,483.24 Other non-current asset Total non-current asset 1,088,027,123.19 1,029,448,772.08 1,078,274,018.62 1,016,782,777.97 Total assets 3,546,071,798.87 3,409,462,634.66 3,533,795,515.58 3,407,943,722.90 Current liabilities: Short-term loans 660,590,235.14 647,000,000.00 523,590,235.14 510,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 176,937,063.25 176,937,063.25 94,100,000.00 94,100,000.00 Accounts payable 950,945,373.59 840,239,894.36 1,039,300,493.29 955,695,514.30 Accounts received in 41,248,892.94 40,027,624.96 50,407,895.65 49,634,480.69 advance Selling financial asset of repurchase Commission charge and commission payable Wage payable 19,792,445.93 10,872,313.26 29,508,584.94 20,368,041.18 Taxes payable 6,901,235.68 3,058,320.27 1,923,642.12 4,172,462.78 Interest payable Dividend payable Other accounts payable 126,778,631.04 88,444,217.75 116,242,681.68 68,874,443.35 Reinsurance payables Insurance contract reserve Security trading of agency 4 Security sales of agency Non-current liabilities due 138,000,000.00 138,000,000.00 within one year Other current liabilities Total current liabilities 1,983,193,877.57 1,806,579,433.85 1,993,073,532.82 1,840,844,942.30 Non-current liabilities: Long-term loans Bonds payable Long-term account payable 100,000.00 100,000.00 Special account payable 221,698.98 221,698.98 221,698.98 221,698.98 Projected liabilities Deferred income tax liabilities 246,635.79 246,635.79 Other non-current liabilities 47,813,082.22 47,813,082.22 50,394,009.12 50,394,009.12 Total non-current liabilities 48,381,416.99 48,034,781.20 50,962,343.89 50,615,708.10 Total liabilities 2,031,575,294.56 1,854,614,215.05 2,044,035,876.71 1,891,460,650.40 Owner’s equity (or shareholders’ equity): Paid-in capital (or share 402,600,000.00 402,600,000.00 402,600,000.00 402,600,000.00 capital) Capital public reserve 485,691,050.47 482,563,945.37 485,691,050.47 482,563,945.37 Less: Inventory shares Reasonable reserve Surplus public reserve 123,972,268.17 123,972,268.17 123,972,268.17 123,972,268.17 Provision of general risk Retained profit 502,233,185.67 545,712,206.07 477,496,320.23 507,346,858.96 Balance difference of foreign currency translation Total owner’s equity attributable 1,514,496,504.31 1,554,848,419.61 1,489,759,638.87 1,516,483,072.50 to parent company Minority interests Total owner’s equity 1,514,496,504.31 1,554,848,419.61 1,489,759,638.87 1,516,483,072.50 Total liabilities and owner’s 3,546,071,798.87 3,409,462,634.66 3,533,795,515.58 3,407,943,722.90 equity 4.2 Profit statement of report period Prepared by Wafangdian Bearing Company Limited Jul-Sep, 2012 Uint: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company Ⅰ. Total operating income 736,059,076.03 734,975,678.76 761,985,289.86 760,578,175.46 Including: operating income Interest income Insurance gained Commission charge and commission income Ⅱ. Total operating cost 735,053,145.61 727,801,971.20 756,401,473.03 752,284,905.30 5 Including: operating cost 654,846,947.16 652,456,742.72 686,066,185.46 685,730,910.88 Interest expense Commission charge and commissioin expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expenses Operating tax and extras 3,586,103.05 3,318,523.83 2,039,667.11 1,978,024.45 Sales expenses 51,998,795.65 51,673,407.56 44,507,146.70 44,100,633.24 Administration expenses 18,892,901.58 14,543,409.65 17,349,865.87 14,096,375.53 Financial expenses 5,728,398.17 5,809,887.44 6,118,649.12 6,059,002.43 Losses of devaluation of asset = 319,958.77 319,958.77 Add: Changing income of fair = value (Loss is listed with “-”) Investment income (Loss is 1,644,782.07 1,644,782.07 1,906,035.55 1,906,035.55 listed with “-”) Including: Investment income on affiliated company and joint 1,644,782.07 1,644,782.07 1,906,035.55 1,906,035.55 venture Exchange income (Loss is listed with “-”) Ⅲ . Operating profit (Loss is 2,650,712.49 8,818,489.63 7,489,852.38 10,199,305.71 listed with “-”) Add: Non-operating income 8,102,103.78 6,950,192.41 3,459,084.76 3,444,908.41 Less: Non-operating expense 247,113.82 738,504.06 825,017.67 681,489.33 Including: Disposal loss of 33,783.00 33,783.00 150,927.83 84,046.49 non-current asset Ⅳ. Total profit (Loss is listed 10,505,702.45 15,030,177.98 10,123,919.47 12,962,724.79 with “-”) Less: Income tax expense 42,117.35 42,117.35 132,437.04 132,437.04 Ⅴ. Net profit (Net loss is listed 10,463,585.10 14,988,060.63 9,991,482.43 12,830,287.75 with “-”) Net profit attributable to owners 14,988,060.63 10,463,585.10 9,991,482.43 12,830,287.75 of parent company Minority shareholders’ gains and losses Ⅵ. Earnings per share ⅰ. Basic earnings per share 0.03 0.04 0.02 0.03 ⅱ. Diluted earnings per share 0.03 0.04 0.02 0.03 Ⅶ. Other consolidated income Ⅷ. Total consolidated income 10,463,585.10 14,988,060.63 9,991,482.43 12,830,287.75 Total consolidated income attributable to owners of parent 10,463,585.10 14,988,060.63 9,991,482.43 12,830,287.75 company Total consolidated income attributable to minority shareholders The net profit of the business combinations under the same administration in this period before combination is RMB 0.00 6 4.3 Profit statement from year-begin to the end of report period Prepared by Wafangdian Bearing Company Limited Jan-Sep, 2012 Uint: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company Ⅰ. Total operating income 2,353,805,771.06 2,345,509,885.60 2,519,850,953.14 2,510,168,808.35 Including: operating income Interest income Insurance gained Commission charge and commission income Ⅱ. Total operating cost 2,323,909,244.56 2,300,516,100.99 2,461,195,469.99 2,448,161,688.23 Including: operating cost 2,088,307,327.87 2,078,816,626.70 2,235,845,354.64 2,234,233,949.00 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 expenses Operating tax and extras 9,971,807.94 9,537,505.59 8,657,906.19 8,339,317.66 Sales expenses 156,772,932.28 155,741,486.75 148,546,000.76 147,044,759.20 Administration expenses 49,018,442.17 36,813,096.21 49,163,008.17 39,875,492.29 Financial expenses 19,543,647.13 19,312,298.57 18,456,591.52 18,141,561.37 Losses of devaluation of asset 295,087.17 295,087.17 526,608.71 526,608.71 Add: Changing income of fair value (Loss is listed with “-”) Investment income (Loss is 4,622,846.59 4,622,846.59 8,208,570.05 8,208,570.05 listed with “-”) Including: Investment income on affiliated company and joint 4,622,846.59 4,622,846.59 8,208,570.05 8,208,570.05 venture Exchange income (Loss is listed with “-”) Ⅲ . Operating profit (Loss is 34,519,373.09 49,616,631.20 66,864,053.20 70,215,690.17 listed with “-”) Add: Non-operating income 12,076,754.07 10,433,752.28 9,061,210.88 7,347,646.81 Less: Non-operating expense 2,660,580.26 2,486,354.91 1,840,146.37 1,137,314.06 Including: Disposal loss of 33,783.00 33,783.00 184,341.75 117,460.41 non-current asset Ⅳ. Total profit (Loss is listed 43,935,546.90 57,564,028.57 74,085,117.71 76,426,022.92 with “-”) Less: Income tax expense 3,094,681.46 3,094,681.46 10,514,138.87 10,514,138.87 Ⅴ. Net profit (Net loss is listed 40,840,865.44 54,469,347.11 63,570,978.84 65,911,884.05 with “-”) Net profit attributable to owners 54,469,347.11 40,840,865.44 63,570,978.84 65,911,884.05 of parent company Minority shareholders’ gains and losses Ⅵ. Earnings per share ⅰ. Basic earnings per share 0.1 0.14 0.16 0.16 ⅱ. Diluted earnings per share 0.1 0.14 0.16 0.16 7 Ⅶ. Other consolidated income Ⅷ. Total consolidated income 40,840,865.44 54,469,347.11 63,570,978.84 65,911,884.05 Total consolidated income attributable to owners of parent 40,840,865.44 54,469,347.11 63,570,978.84 65,911,884.05 company Total consolidated income attributable to minority shareholders The net profit of the business combinations under the same administration from year-begin to the end of report period before combination is RMB 0.00. 4.4Cash flow statement from year-begin to the end of report period Prepared by Wafangdian Bearing Company Limited Jan-Sep, 2012 Uint: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company Ⅰ . Cash flows arising from operating activities Cash received from selling commodities and providing labor 1,284,118,815.59 1,366,651,118.12 1,331,366,349.25 1,356,918,705.88 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 Other cash received concerning 6,727,024.50 43,730,523.35 36,328,980.68 operating activities 6,026,360.60 Subtotal of cash inflow arising 1,290,845,840.09 1,372,677,478.72 1,375,096,872.60 1,393,247,686.56 from operating activities Cash paid for purchasing commodities and receiving labor 756,017,356.31 893,891,227.74 837,299,220.55 905,675,280.53 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract 8 compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and 183,096,755.42 147,174,697.32 201,856,276.12 171,034,377.20 workers Taxes paid 64,575,839.04 59,686,888.38 74,289,620.58 69,847,184.86 Other cash paid concerning 138,821,844.95 149,711,732.67 138,155,643.97 126,878,878.74 operating activities Subtotal of cash outflow arising 1,153,401,683.44 1,239,574,658.39 1,251,600,761.22 1,273,435,721.33 from operating activities Net cash flows arising from 137,444,156.65 133,102,820.33 123,496,111.38 119,811,965.23 operating activities Ⅱ. Cash flows arising from investing activities: Cash received from recovering 403,916.91 403,916.91 investment Cash received from investment income Net cash received from disposal of fixed, intangible and other 726,000.00 152,500.00 644,086.53 644,086.53 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash flow from 1,129,916.91 556,416.91 644,086.53 644,086.53 investing activities Cash paid for purchasing fixed, intangible and other long-term 9,389,018.53 8,554,014.03 71,575,895.86 57,112,868.03 assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from 9,389,018.53 8,554,014.03 71,575,895.86 57,112,868.03 investing activities Net cash flows arising from -8,259,101.62 -7,997,597.12 -70,931,809.33 -56,468,781.50 investing activities 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 1,005,385,611.16 1,005,385,611.16 619,070,000.00 614,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from 1,005,385,611.16 1,005,385,611.16 619,070,000.00 614,000,000.00 financing activities 9 Cash paid for settling debts 1,101,630,466.67 1,097,860,466.67 614,190,000.00 614,000,000.00 Cash paid for dividend and profit 30,514,988.76 30,395,261.07 29,763,755.29 29,429,241.39 distributing or invest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from 1,132,145,455.43 1,128,255,727.74 643,953,755.29 643,429,241.39 financing activities Net cash flows arising from -126,759,844.27 -122,870,116.58 -24,883,755.29 -29,429,241.39 financing activities Ⅳ. Influence on cash and cash equivalents due to fluctuation in 225,106.69 225,106.69 -800,956.63 -800,956.63 exchange rate Ⅴ. Net increase of cash and 2,650,317.45 2,460,213.32 26,879,590.13 33,112,985.71 cash equivalents Add: Balance of cash and cash 62,187,956.71 59,742,088.63 52,057,009.69 43,756,831.34 equivalents at the period-begin Ⅵ. Balance of cash and cash 64,838,274.16 62,202,301.95 78,936,599.82 76,869,817.05 equivalents at the period-end The above financial statements have been approved by the board meeting held on October 23, 2012. 4.5 Audited report Audit opinions: not audited. 10