2012 Quarterly One Report of Wuhan Boiler Company Limited WUHAN BOILER COMPANY LIMITED 2012 QUARTERLY ONE REPORT §1. Important Notes 1.1 The Board of Directors, the Board of Supervisors as well as directors, supervisors and senior management of Wuhan Boiler Company Limited (hereinafter referred to as “the Company”) hereby confirm that there are no misstatements, misleading statements or material omissions in this Quarterly One Report (“this Report”) and will take individual and/or joint and several liabilities for the authenticity, accuracy and completeness of this Report. 1.2 The 2012 Quarterly One Financial Report has not been audited by a CPA firm. 1.3 Mr. YEUNG Kwok Wei Richard, the Company’s Principal, Mr. Chin Wee Hua, Accounting Principal, and Mr. Seow Ven Sern, the Accounting Division’s Principal (Accounting Manager), hereby ensure the Financial Report enclosed in this Report is true and complete. §2. Company Profile 2.1 Main accounting data and financial indices Unit: RMB Yuan Mar. 31, 2012 Dec. 31, 2011 Increase/decrease (%) Total assets (Yuan) 1,611,316,299.29 1,749,077,941.25 -7.88% Owner’s equity attributable to shareholders of the -1,148,822,368.88 -1,148,878,381.87 0.00% Company (Yuan) Share capital (share) 297,000,000.00 297,000,000.00 0.00% Net assets per share attributable to shareholders -3.87 -3.87 0.00% of the Company (Yuan/share) Jan.-Mar. 2012 Jan.-Mar. 2011 Increase/decrease (%) Gross revenue (Yuan) 217,468,023.56 122,768,334.94 77.14% Net profit attributable to shareholders of the 56,012.99 -45,263,233.81 100.12% Company (Yuan) Net cash flow arising from operating activities -56,518,700.18 33,526,168.24 -268.58% (Yuan) Net cash flow per share arising from operating -0.19 0.11 -272.73% activities (Yuan/share) Basic earnings per share (Yuan/share) 0.00 -0.15 100.00% Diluted earnings per share (Yuan/share) 0.00 -0.15 100.00% 1 2012 Quarterly One Report of Wuhan Boiler Company Limited Weighted average rate of return on net assets (%) Weighted average rate of return on net assets after deducting non-recurring gains and losses (%) Items of non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Yuan Amount of Jan. Items of non-recurring gains and losses Notes (if applicable) 1-Mar. 31, 2012 Government grant recognized in current year, except for those acquired in the ordinary course of business or granted continuously in 69,444.00 certain standard quota according to relevant national laws and regulations Total 69,444.00 - 2.2 Total number of shareholders at the period-end, and shares held by the top ten shareholders with tradable shares Unit: share Total number of shareholders at this period-end 9,073 Particulars about shares held by the top ten shareholders with tradable shares Number of tradable shares Name of shareholder (full name) Type of share held at period-end CHINA MERCHANTS SECURITIES (HK) CO. 1,411,694 Domestically listed foreign shares LTD CHEN CHU YUN 1,372,450 Domestically listed foreign shares HSBC BROKING SECURITIES (ASIA) 1,234,114 Domestically listed foreign shares LIMITED-CLIENTS A/C WU ZHEN FA 1,138,028 Domestically listed foreign shares ZHUANG CHANG XIONG 1,035,000 Domestically listed foreign shares TANG JUAN 887,236 Domestically listed foreign shares GUOTAI JUNAN SECURITIES(HONGKONG) 860,551 Domestically listed foreign shares LIMITED ZHUANG YAO HUA 821,150 Domestically listed foreign shares LI SHU HUI 808,552 Domestically listed foreign shares ZHOU YONG YI 759,850 Domestically listed foreign shares §3. Significant Events 3.1 Particulars about major changes of main accounting statement items and financial 2 2012 Quarterly One Report of Wuhan Boiler Company Limited indicators, as well as reasons for the changes √Applicable □Inapplicable Notes receivable decreased 100% as compared to last year mainly due to endorsement to settle vendor payments; Other non-current assets decreased 60.03% as compared to last year mainly due to settlement of the forward contracts during the period; Notes payable decreased 100% as compared to last year mainly due to expiration of issued bank acceptance notes during the period; Other non-current liabilities decreased 32.56% as compared to last year mainly due to settlement of the forward contracts during the period; Operating revenue increased 77.14% as compared to the same period last year mainly due to increase of sales recognition in overseas projects; Operating cost increased 44.16% as compared to the same period last year mainly due to increase of material input in projects under execution; Business tax and surcharge decreased 100% as compared to the same period last year mainly due to decrease in relevant tax added income resulted in the reduction in the corresponding tax charges; Administration expense decreased 43.21% as compared to the same period last year mainly due to decrease in leasing expenses, consultancy fees and IT expenses; Finance costs increased 92.36% as compared to the same period last year mainly due to increase in borrowings of entrusted loan; Impairment loss decreased 286.79% as compared to the same period last year mainly due to release of bad debts which resulted from the debt collection; Net income from changes in fair value increased 313.55% as compared to the same period last year mainly due to increase in the volume of unexpired forward contracts Net cash flows from operating activities decreased 268.58% as compared to the same period last year mainly due to expiration of issued bank acceptance notes and absence of last year’s contract deposits received from customers; Net cash flows from investing activities increased 26.50% as compared to the same period last year mainly due to decrease in fixed assets investment; Net cash flows from financing activities increased 286.66% as compared to the same period last year mainly due to increase in borrowings of entrusted loan. 3.2 Progress and influence of significant events, as well as the analysis on solutions 3.2.1 About non-standard audit opinion □Applicable √Inapplicable 3.2.2 The Company offers fund to the controlling shareholder or other related parties 3 2012 Quarterly One Report of Wuhan Boiler Company Limited and provides external guarantees in violation of the prescribed procedures. □Applicable √Inapplicable 3.2.3 Signing contracts and execution of significant contracts on routine operation □Applicable √Inapplicable 3.2.4 Others √Applicable □Inapplicable The Company did not offer fund to the controlling shareholder or other related parties. Neither did it provide external guarantees in violation of the prescribed procedures. 3.3 Fulfillment of commitments made by the Company, shareholders and the actual controller Commitments made by the Company, its directors, supervisors, senior management, shareholders holding more than 5% of the Company’s shares, actual controller or any other relevant party in the report period, or such commitments carried down to the report period √Applicable □Inapplicable Commitment Commitment Contents of commitment Execution maker Commitments concerning the N/A N/A N/A share reform Commitments made in a purchase report or a report on N/A N/A N/A changes of owners’ equity Commitments made in material N/A N/A N/A asset reorganization Commitments made when N/A N/A N/A issuing (1)Capital commitments (1) The performance of Up to 31 March 2012, the commitment previous year’s capital related to purchases of long-term assets commitments: which the contract were signed but not The amount of prior year's reflected in the financial statements capital commitments amounted to RMB1,101,004.64, fulfilled in Jan to Mar 2012 USD157,085.00, EUR15,071.50. The was RMB1,488,625.27. Other commitments (including capital commitment signed during Jan to The Company supplementary ones) Mar 2012 was RMB370, 699.06. (2) The performance of (2) Other commitments previous year’s other Up to March 31, 2012, the performance commitments: bond, tender bond and warranty bond The amount of bonds issued by the Company remain unexpired expired during Jan to Mar amounted to RMB58,628,360.00 and 2012 was: performance USD3,126,923.00. No bond issued during bond RMB 19,440,000. Jan to Mar 2012. 4 2012 Quarterly One Report of Wuhan Boiler Company Limited 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from the beginning of the year to the end of the next report period compared with the same period of last year according to prediction, as well as the reasons □Applicable √Inapplicable 3.5 Other significant events 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Particulars about receiving researches, communication, interviews and other activities in this report period Main discussion and materials provided by Time Place Reception way Type Visitor the Company One shareholder Jan. 4, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares One shareholder Jan. 5, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares One shareholder Jan. 6, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares One shareholder Jan. 9, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares What’s the performance result of the Company in 2011? How about progress of One shareholder the lawsuits the Company involved in? How Jan. 12, 2012 Wuhan By telephone Individual with tradable shares about the progress on the joint venture by Shanghai Electric and Alstom? When will the listing be restored? One shareholder When will the listing be restored? How Jan. 13, 2012 Wuhan By telephone Individual with tradable shares about the Company’s actual operation? Why did the Company suffer a huge loss as disclosed in 2011 performance forecast? If Three shareholders Jan. 17, 2012 Wuhan By telephone Individual the Company continues to show loss result, with tradable shares will it affect the listing restoration? Will it lead to delisting? One shareholder Feb. 15, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares One shareholder Feb.16, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares Has the Company received domestic orders? One shareholder How about progress of the lawsuits the Feb. 20, 2012 Wuhan By telephone Individual with tradable shares Company involved in? Will the Company continue to show loss result in 2012? 5 2012 Quarterly One Report of Wuhan Boiler Company Limited One shareholder How about the Company’s current actual Feb. 21, 2012 Wuhan By telephone Individual with tradable shares operation? One shareholder Feb. 23, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares One shareholder Feb. 24, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares One shareholder Feb. 27, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares One shareholder Mar. 7, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares One shareholder Mar 22, 2012 Wuhan By telephone Individual When will the listing be restored? with tradable shares How about progress of the lawsuits the One shareholder Mar 27, 2012 Wuhan By telephone Individual Company involved in? When will the listing with tradable shares be restored? Two shareholders If the Company show loss result of 2011, Mar 29, 2012 Wuhan By telephone Individual with tradable shares will it affect the listing restoration? One shareholder How about the Company’s current actual Mar 30, 2012 Wuhan By telephone Individual with tradable shares operation? 3.6 Derivatives investment □Applicable √Inapplicable 3.6.1 Derivatives investment positions held by the end of the report period □Applicable √Inapplicable §4 Attachments 4.1 Balance Sheet Prepared by Wuhan Boiler Company Limited Mar. 31, 2012 Unit: RMB Yuan Balance as at Mar. 31, 2012 Balance as at Dec. 31, 2011 Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 16,025,582.23 14,585,358.37 22,999,242.02 21,560,606.33 Settlement funds Outgoing call loans Trading financial assets Notes receivable 30,800,000.00 30,800,000.00 Accounts receivable 354,422,983.30 352,519,496.25 371,210,285.79 369,042,511.88 Prepayment 51,185,256.34 51,185,256.34 39,005,432.77 39,005,432.77 Insurance premium receivables 6 2012 Quarterly One Report of Wuhan Boiler Company Limited Reinsurance accounts receivable Reinsurance contract reserves receivable Interest receivable Dividend receivable Other receivables 105,591,898.30 105,828,000.57 103,236,840.39 103,457,164.68 Financial assets purchased under agreement to resell Inventories 161,106,107.36 161,106,107.36 240,116,922.49 240,116,922.49 Non-current assets due within 1 year Other current assets Total current assets 688,331,827.53 685,224,218.89 807,368,723.46 803,982,638.15 Non-current assets : Loan and payment on other's behalf disbursed Available-for-sale financial assets Investment held to maturity Long-term receivables Long-term equity investment 39,234,287.13 39,234,287.13 Investment property Fixed assets 757,063,456.31 757,220,433.30 766,802,430.73 766,959,407.72 Construction in progress 2,661,036.36 2,661,036.36 2,398,543.47 2,398,543.47 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 83,806,508.88 83,806,508.88 85,835,314.34 85,835,314.34 R&D expenses Goodwill Long-term deferred expenses Deferred tax assets 77,139,127.90 77,139,127.90 80,882,420.54 80,882,420.54 Other non-current assets 2,314,342.31 2,314,342.31 5,790,508.71 5,790,508.71 Total non-current assets 922,984,471.76 962,375,735.88 941,709,217.79 981,100,481.91 Total assets 1,611,316,299.29 1,647,599,954.77 1,749,077,941.25 1,785,083,120.06 7 2012 Quarterly One Report of Wuhan Boiler Company Limited Current liabilities: Short-term loans 1,640,000,000.00 1,640,000,000.00 1,563,000,000.00 1,563,000,000.00 Loans from central bank Deposits received and held for others Call loans received Held-for-trading financial liabilities Notes payable 45,548,201.49 45,548,201.49 Accounts payable 283,804,156.15 288,762,038.59 309,278,906.64 314,236,789.08 Advance from customers 773,567,698.87 773,567,698.87 912,493,449.25 912,493,449.25 Financial assets sold under agreements to repurchase Fees and commissions payable Payroll payable 59,696,627.63 59,495,988.09 57,680,171.01 57,479,531.47 Taxes payable -109,936,371.73 -109,936,371.73 -108,883,733.20 -108,883,733.20 Interest payable 2,016,270.00 2,016,270.00 2,016,270.00 2,016,270.00 Dividend payable 562,000.00 562,000.00 Other payables 97,254,663.95 135,411,940.83 97,831,275.42 135,779,767.30 Amount due to reinsurance Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liabilities due within 1 year Other current liabilities Total current liabilities : 2,746,965,044.87 2,789,317,564.65 2,879,526,540.61 2,921,670,275.39 Non-current liabilities : Long-term loans Bonds payable Long-term payables Specific payables Projected liabilities Deferred taxes liabilities Other non-current liabilities 10,879,330.31 10,879,330.31 16,132,004.95 16,132,004.95 Total non-current liabilities 10,879,330.31 10,879,330.31 16,132,004.95 16,132,004.95 8 2012 Quarterly One Report of Wuhan Boiler Company Limited Total liabilities 2,757,844,375.18 2,800,196,894.96 2,895,658,545.56 2,937,802,280.34 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 297,000,000.00 297,000,000.00 297,000,000.00 297,000,000.00 Capital reserve 174,659,407.46 174,854,304.12 174,659,407.46 174,854,304.12 Less treasury stock : Specific reserves Surplus reserves 39,418,356.83 39,418,356.83 39,418,356.83 39,418,356.83 General risk provision Retained earnings -1,659,900,133.17 -1,663,869,601.14 -1,659,956,146.16 -1,663,991,821.23 Foreign exchange difference Total owner’s equity attributable -1,148,822,368.88 -1,152,596,940.19 -1,148,878,381.87 -1,152,719,160.28 to holding company Minority interests 2,294,292.99 2,297,777.56 Total owner's equity -1,146,528,075.89 -1,152,596,940.19 -1,146,580,604.31 -1,152,719,160.28 Total liabilities & owner's equity 1,611,316,299.29 1,647,599,954.77 1,749,077,941.25 1,785,083,120.06 4.2 Income Statement Prepared by Wuhan Boiler Company Limited Jan.-Mar. 2012 Unit: RMB Yuan Jan.-Mar. 2012 Jan.-Mar. 2011 Items Consolidation Parent company Consolidation Parent company I. Total revenue 217,468,023.56 217,468,023.56 122,768,334.94 122,768,334.94 Including: revenue 217,468,023.56 217,468,023.56 122,768,334.94 122,768,334.94 Interest income Premium income Fee and commission income II. Total cost of sales 215,448,710.75 215,379,019.06 167,218,973.16 167,198,548.12 Including: cost of sales 195,659,710.95 195,659,710.95 135,726,823.17 135,726,823.17 Interest expenses Service charge and commission outcome Insurance discharge payment Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid 9 2012 Quarterly One Report of Wuhan Boiler Company Limited Reinsurance expense Business taxes and surcharges 115,886.07 115,886.07 Distribution expenses 2,351,331.98 2,351,331.98 2,594,366.77 2,594,366.77 Administrative expenses 4,138,657.91 4,122,879.91 7,287,612.04 7,287,612.04 Financial costs 27,116,902.95 27,118,491.12 14,096,677.81 14,096,497.81 Impairment loss -13,817,893.04 -13,873,394.90 7,397,607.30 7,377,362.26 Plus: gain/(loss) on change in fair 1,707,064.24 1,707,064.24 -799,379.30 -799,379.30 value (“-” means loss) Gain/(loss) on investment (“-” means loss) Including: income from investment on associate and jointly-run ventures Gain or loss on foreign exchange difference (“-” means loss) III. Operating profit (“-” means 3,726,377.05 3,796,068.74 -45,250,017.52 -45,229,592.48 loss) Plus: non-business income 69,444.00 69,444.00 98,134.29 98,134.29 Less: non-business expense 113,878.73 113,878.73 Including: loss from disposal of non-current assets IV. Total profit (“-” means loss) 3,795,821.05 3,865,512.74 -45,265,761.96 -45,245,336.92 Less: income tax expense 3,743,292.64 3,743,292.64 V. Net profit (“-” means loss) 52,528.41 122,220.10 -45,265,761.96 -45,245,336.92 Attributable to equity holders of 56,012.99 122,220.10 -45,263,233.81 -45,245,336.92 parent company Minority interests -3,484.58 -2,528.15 VI. Earnings per share (I) Basic earnings per share 0.00 0.00 -0.15 -0.15 (II) Diluted earnings per share 0.00 0.00 -0.15 -0.15 Ⅶ . Other composite income Ⅷ . Total composite income 52,528.41 122,220.10 -45,265,761.96 -45,245,336.92 Attributable to owners of 56,012.99 122,220.10 -45,263,233.81 -45,245,336.92 parent company Attributable to minority -3,484.58 -2,528.15 shareholders Where there were business combinations under the same control in the report period, the combined parties achieved net profits of RMB 0.00 before the combinations. 10 2012 Quarterly One Report of Wuhan Boiler Company Limited 4.3 Cash Flow Statement Prepared by Wuhan Boiler Company Limited Jan.-Mar. 2012 Unit: RMB Yuan Jan.-Mar. 2012 Jan.-Mar. 2011 Items Consolidation Parent company Consolidation Parent company 1. Cash flows from operating activities Cash received from sales of 84,848,366.59 84,848,366.59 124,326,018.78 123,786,018.78 goods or rending of services Net increase of deposits received and held for others Net increase of loans from central bank Net increase of call loans from other financial institutions Cash received against original insurance contract Net cash received from reinsurance Net increase of client deposit and investment Net increase of disposal of held-for-trading financial assets Cash received as interest, fees and commissions Net increase of call loans received Net increase of cash received under repurchasing Tax and fare refunds Other cash received from 546,970.06 334,461.84 operating activities Sub-total of cash inflows 84,848,366.59 84,848,366.59 124,872,988.84 124,120,480.62 from operating activities Cash paid for goods and 97,661,115.34 97,661,115.34 36,586,292.14 36,586,292.14 services Net increase of loans and advances from customers Net increase of deposits in central bank, banks and other financial institutions 11 2012 Quarterly One Report of Wuhan Boiler Company Limited Cash paid for original contract claim Cash paid for interest, fees and commissions Cash paid for policy dividend Cash paid to and for 34,931,581.57 34,931,581.57 28,335,166.52 28,335,166.52 employees Cash paid for various taxes 1,645,055.98 1,645,055.98 9,867,384.19 9,867,384.19 and fares Other cash paid relating to 7,129,313.88 7,129,313.88 16,557,977.75 16,557,827.75 operating activities Sub-total of cash outflows 141,367,066.77 141,367,066.77 91,346,820.60 91,346,670.60 from operating activities Net cash flows from -56,518,700.18 -56,518,700.18 33,526,168.24 32,773,810.02 operating activities 2. Cash flows from investing activities Cash received from return of investment Cash received from investment income Net cash received from disposal of fixed assets, intangible 5,660.00 5,660.00 assets and other long-term assets Net cash received from disposal of subsidiaries and other operating units Other cash received relating 41,512.41 39,627.49 907,303.32 907,303.32 to investing activities Sub-total of cash inflows of 41,512.41 39,627.49 912,963.32 912,963.32 investing activities Cash paid for acquisition of fixed assets, intangible assets and 3,061,247.09 3,061,247.09 5,011,343.61 5,011,343.61 other long-term assets Cash paid for acquisition of investments Net increase of pledge loans Net cash paid for acquisition of subsidiaries and other operating units Other cash paid relating to 61,812.97 61,516.22 94,010.84 93,980.84 investing activities 12 2012 Quarterly One Report of Wuhan Boiler Company Limited Sub-total of cash outflows of 3,123,060.06 3,122,763.31 5,105,354.45 5,105,324.45 investing activities Net cash flows from -3,081,547.65 -3,083,135.82 -4,192,391.13 -4,192,361.13 investing activities 3. Cash flows from financing activities Cash received from investment Including: cash received by subsidiaries from minority shareholders Cash received from 297,000,000.00 297,000,000.00 116,000,000.00 116,000,000.00 borrowings Cash received from bonds issuing Other cash received relating to financing activities Sub-total of cash inflows of 297,000,000.00 297,000,000.00 116,000,000.00 116,000,000.00 financing activities Cash paid for repayment of 220,000,000.00 220,000,000.00 130,000,000.00 130,000,000.00 borrowings Cash paid for dividends, 23,877,990.00 23,877,990.00 14,458,488.00 14,458,488.00 profit distribution or interest Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities Sub-total of cash outflows of 243,877,990.00 243,877,990.00 144,458,488.00 144,458,488.00 financing activities Net cash flows from 53,122,010.00 53,122,010.00 -28,458,488.00 -28,458,488.00 financing activities 4. Effect of foreign exchange rate changes on cash and cash -495,488.71 -495,488.71 -187,556.53 -187,556.53 equivalents 5. Net increase in cash and cash -6,973,726.54 -6,975,314.71 687,732.58 -64,595.64 equivalents Add: opening cash and cash 20,388,030.03 18,949,394.34 10,491,275.05 9,827,144.54 equivalents 6. Closing cash and cash 13,414,303.49 11,974,079.63 11,179,007.63 9,762,548.90 equivalents 4.4 Auditor’s report Audit opinion: Unaudited 13