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公司公告

*ST武锅B:2012年第三季度报告全文(英文版)2012-10-30  

						                           WUHAN BOILER COMPANY LIMITED

                               2012 QUARTERLY THREE REPORT


I. Important Notes

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 statement or material omission in this Quarterly Three Report (“this Report”) and will
take individual and/or joint and several liabilities for the authenticity, accuracy and completeness of this Report.
All directors attended the board meeting for reviewing this Report.
Mr. YEUNG Kwok Wei Richard, the Company Principal, Mr. CHIN Wee Hua, Accounting Principal, and Mr. LI
Yihao, the Accounting Division’s Principal (Accounting Manager), hereby ensure that the Financial Report
enclosed in this Report is true and complete.

II. Company Profile

)))) ((((
       I Main accounting data and financial indexes

Any retrospective adjustment in previous financial statements?
□ Yes √ No □ Inapplicable
                                                2012.9.30                          2011.12.31                  Increase/decrease (%)
Total assets (RMB Yuan)                           1,090,960,105.21                    1,749,077,941.25                              -37.63%
Owners’ equity attributable to
shareholders of listed company                    -1,204,947,634.08                  -1,148,878,381.87                                -4.88%
(RMB Yuan)
Share capital (share)                               297,000,000.00                      297,000,000.00                                   0%
Net assets per share attributable
to shareholders of listed company                                     -4.06                      -3.87                                -4.91%
(RMB Yuan/share)
                                                                 Increase/decrease (%) as                            Increase/decrease (%) as
                                         2012 Jul – Sep           compared to last year     2012 Jan – Sep           compared to last year
                                                                       same period                                         same period
Gross operating revenues (RMB
                                           163,869,332.86                        109.1%         540,447,035.16                       65.42%
Yuan)
Net profit attributable to
shareholders of listed company              -31,685,662.71                        8.74%         -56,069,252.21                       63.42%
(RMB Yuan)
Net cash flow from operating
                                    --                           --                             129,688,248.21                      143.59%
activities (RMB Yuan)
Net cash flow per share from        --
operating activities (RMB                                        --                                        0.44                        144%
Yuan/share)
Basic earnings per share   (RMB
                                                      -0.11                       8.33%                   -0.19                      63.46%
Yuan/share)
Diluted earnings per share (RMB
                                                      -0.11                       8.33%                   -0.19                      63.46%
Yuan/share)
Weighted average rate of return
                                                           ---                        ---                      ---                        ---
on net assets (%)
Weighted average rate of return                            ---                        ---                      ---                        ---



                                                                                                                                                1
on net assets after deducting
non-recurring gains and losses
(%)


Items of non-recurring gains and losses
√Applicable □Inapplicable
                                                                        Amount from the year-begin to
             Items of non-recurring gains and losses                                                     Note
                                                                         the period-end (RMB Yuan)
Gains and losses on disposal of non-current assets                                            7,316.09
Tax rebate, reduction or exemption due to un-authorized
approval or the lack of formal approval documents
Government grant recognized in the current year, except for
those acquired in the ordinary course of business or granted at                            208,332.00
certain quotas or amounts according to national unified standards
Capital occupation fees received from non-financial enterprises
that are included in current gains and losses
Gains generated when the investment costs of the Company’s
acquiring subsidiaries, associates and joint ventures are less than
the fair value of identifiable net assets in the investees
attributable to the Company in the acquisition of the investments
Exchange gains and losses of non-monetary assets
Gains and losses through entrusting others to invest or manage
assets
Various asset impairment provisions due to acts of God such as
natural disasters
Gains and losses on debt restructuring
Enterprise reorganization expenses, such as expenses on
employee settlement and integration
Gains and losses on the parts exceeding the fair value when
prices of transactions become unfair
Net current gains and losses from the period-begin to the
combination date of subsidiaries due to business combinations
under the same control
Gains and losses on contingent matters which are irrelevant to
the normal operation of the Company
Gains and losses on fair value changes of transactional financial
assets and liabilities, and investment gains on disposal of
transactional financial assets and liabilities and available-for-sale
financial assets, except for the effective hedging business related
to the Company’s normal operation
Reversal of impairment provisions for accounts receivable which
are separately tested for impairment signs
Gains and losses on entrustment loans from external parties
Gains and losses on fair value changes of investing properties for
which the fair value method is adopted for subsequent
measurement
Current gain and loss effect due to a just-for-once adjustment to
current gains and losses according to requirements of taxation
and accounting laws and regulations
Custodian fee income from entrusted operations
Other non-operating incomes and expenses besides the items
                                                                                         2,335,392.60
above
Other gain and loss items that meet the definition of
non-recurring gains and losses
Minority interests effects                                                                -588,720.66




                                                                                                                2
Income tax effects
                                                                                                                           --
                                    Total                                                       1,962,320.03
Explanation given by the Company to “other gain and loss items that meet the definition of non-recurring gains and losses” and when
it recognizes a non-recurring gain and loss item as a recurring one according to the nature and features of its ordinary business.
                    Item             Amount involved   (   RMB   )                               Explanation




)))) ((((
  II Total number of shareholders at period-end, and shares held by top ten shareholders with tradable
shares

Total number of shareholders                                                                                                       9,073
                                Particulars about shares held by the top ten shareholders holding tradable shares
                                       Number of tradable shares held                          Type and number of shares
              Name of shareholder
                                              at period-end                          Type                              Number
CHINA MERCHANTS                                                         Domestically listed foreign
                                                              1,411,694                                                         1,411,694
SECURITIES (HK) CO. LTD                                                 shares
                                                                        Domestically listed foreign
CHEN CHU YUN                                                  1,372,450                                                         1,372,450
                                                                        shares
HSBC BROKING
                                                                            Domestically listed foreign
SECURITIES (ASIA)                                             1,234,114                                                         1,234,114
                                                                            shares
LIMITED-CLIENTS A/C
                                                                        Domestically listed foreign
WU ZHEN FA                                                    1,138,028                                                         1,138,028
                                                                        shares
                                                                        Domestically listed foreign
ZHUANG CHANG XIONG                                            1,035,000                                                         1,035,000
                                                                        shares
                                                                        Domestically listed foreign
TANG JUAN                                                       887,236                                                          887,236
                                                                        shares
GUOTAI JUNAN
                                                                            Domestically listed foreign
SECURITIES(HONGKONG)                                              860,551                                                        860,551
                                                                            shares
LIMITED
                                                                       Domestically listed foreign
ZHUANG YAO HUA                                                    821,150                                                         821,150
                                                                       shares
                                                                       Domestically listed foreign
LI SHU HUI                                                     808,552                                                            808,552
                                                                       shares
                                                                       Domestically listed foreign
ZHOU YONG YI                                                   759,850                                                            759,850
                                                                       shares
                                       The top ten shareholders holding tradable shares are all public shareholders holding B-shares. The
Particulars about shareholders         Company does not know the related-party relationship or acting-in-concert relationship among
                                       them.


III. Significant Events

)))) ((((
   I Particular about major changes of main accounting statement items and financial indicators, as well as
reasons for the changes
√Applicable □Inapplicable

1. Cash and cash equivalent decreased by 62.34%, mainly due to the repayment of shareholders’ entrusted loan;
2. Account receivables decreased by 48.90%, mainly due to the speed up of collection of overdue receivables;
3. Prepayment increased by 64.25%, mainly due to the increase in down payment paid for raw material purchase;
4. Closing balance of inventory decreased by 172.51%, of which i) raw materials decreased by 62.75%, mainly due to raw materials
were used in production for projects under execution, and disposal of obsolete materials; ii) Construction contract assets decreased by




                                                                                                                                            3
244.13%, mainly due to production progress of projects under execution is slower than progress billing which resulted in negative
balance of construction contract assets;
5. Deferred tax assets decreased by 37.62%, mainly due to close out of projects and collection of receivables which resulted in
reducing in contract loss provision and bad debt provision respectively;
6. Other non-current assets decreased by 100%, mainly due to the settlement of unexpired forward contract;
7. Notes payables decreased by 100%, mainly due to endorsement of received notes to pay vendors;
8. Advance from customers decreased by 45.72%, mainly due to settlement of contract payment of projects on construction contract
in progress;
9. Revenue increased by 65.42% as compared to last year same period, mainly due to increase in recognition of revenue from
overseas projects;
10. Operating cost increased by 37.65% as compared to last year same period, mainly due to the increase in projects under execution
which resulted in more materials consumed and more man hours incurred in production;
11. Business taxes and surcharges decreased by 99.11% as compared to last year same period, mainly due to decrease in taxable other
operating income;
12.Administration expenses decreased by 37.40% as compared to last year same period, mainly due to decrease in entertainment
expenses, travel expenses and consultancy fees;
13. Finance expenses increased by 49.36% as compared to last year same period, mainly due to increase in i) interest expense as
result of increase in entrusted loan in first and second quarter of current period; ii) increase in foreign exchange loss;
14. Impairment loss decreased by 324.43% as compared to last year same period, mainly due to collection of receivables resulting in
written-off of bad debt provision;
15. Fair value loss decreased by 84.68% as compared to last year same period, mainly due to increase in unrealized gain incurred by
hedge accounting;
16. Non-operating income increased by 711.38% as compared to last year same period, mainly due to write-off of payables of
subsidiary as result of cancellation of Wuhan Boiler Boyu Industrial Co.,Ltd.
17. Non-operating expenses decreased by 91.41% as compared to last year same period, mainly due to decrease in loss incurred from
disposal of fixed assets.
18. Income tax expenses increased by 857.20% as compared to last year same period, mainly due to decrease in deferred tax assets;
19. Net cash flow from operating activities increased by 143.59% as compared to last year same period, mainly due to speed up of
receivables collections;
20. Net cash flow from investing activities decreased by 69.71% as compared to last year same period, mainly due to the increase in
fixed asset payment after the expiry of warranty period.
21. Net cash flow from financing activities decreased by 136.39% as compared to last year same period, mainly due to repayment of
shareholders’ entrusted loan.


  II Progress and influence of significant events, as well as the analysis and explanation on
)))) ((((
solutions

1. About non-standard audit opinion

□Applicable √Inapplicable




                                                                                                                                    4
2. The Company offers capital to the controlling shareholder or other related parties and
provides external guarantees in violation of the prescribed procedures

□Applicable √Inapplicable

3. Signing and execution of significant contracts concerning routine operation

□Applicable √Inapplicable

4. Others

□Applicable √Inapplicable

)))) ((((
   III Commitments of the Company or shareholders holding more than 5% shares of the Company made
in or carried down into the report period

□Applicable √Inapplicable

)))) ((((
      IV Predict the 2012 annual operating results

Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the
beginning of the year to the end of the next report period compared with the same period of the last year according
to prediction, as well as explanations on the reasons
□Applicable √Inapplicable


)))) ((((
      V Other significant events that need to be explained


1. Securities investment

□Applicable √Inapplicable

2. Investments in derivatives

□Applicable √Inapplicable

3. Derivative investment positions held at the period-end

□Applicable √Inapplicable

4. Researches, communication, interviews received and other activities in this report period

                                                                                                  Main discussion and materials
  Time of reception Place of reception Way of reception    Visitor type          Visitor
                                                                                                     provided by the Company
                                                                          1 shareholder with    Will the Company’s shares be
Jul. 5, 2012        Wuhan             By phone            Individual
                                                                          tradable shares       delisted?
                                                                                                Will the Company’s shares be
                                                                          2 shareholders with   delisted? Will the Company
Jul. 6, 2012        Wuhan             By phone            Individual
                                                                          tradable shares       continually suffer loss for the
                                                                                                interim earnings?




                                                                                                                                  5
                                                                            1 shareholder with     Will the Company’s shares be
Jul. 18, 2012             Wuhan          By phone           Individual
                                                                            tradable shares        delisted?
                                                                                                   Will the Company’s shares be
                                                                            1 shareholder with
Jul. 24, 2012             Wuhan          By phone           Individual                             delisted? Is there any solution to
                                                                            tradable shares
                                                                                                   preventing delisting?
                                                                            1 shareholder with     Is there any solution to prevent
Jul. 26, 2012             Wuhan          By phone           Individual
                                                                            tradable shares        delisting? What’s the progress?
                                                                                                   Why are the supplementary
                                                                            2 shareholders with    documents for relisting
Aug. 2, 2012              Wuhan          By phone           Individual
                                                                            tradable shares        application always in preparation?
                                                                                                   When will it be submitted?
                                                                                                   What’s the progress of the
                                                                            1 shareholder with     Company’s application for
Aug. 15, 2012             Wuhan          By phone           Individual
                                                                            tradable shares        relisting? Is there any solution to
                                                                                                   prevent delisting?
                                                                                                   When will the Company’s shares
                                                                            2 shareholders with
Aug. 21, 2012             Wuhan          By phone           Individual                             be relisted? Is there any concrete
                                                                            tradable shares
                                                                                                   plan to prevent delisting?
                                                                                                   Will the Company give a
                                                                                                   reorganization plan to prevent
                                                                            2 shareholders with
Sep. 4, 2012              Wuhan          By phone           Individual                             delisting? Will the Company’s
                                                                            tradable shares
                                                                                                   shares be relisted by the end of
                                                                                                   this year?
                                                                                                   Does the Company have any
                                                                                                   feasible plan to prevent delisting?
                                                                            2 shareholders with
Sep. 6, 2012              Wuhan          By phone           Individual                             When will the Company submit
                                                                            tradable shares
                                                                                                   the supplementary documents for
                                                                                                   relisting application?


5. Corporate bonds issued

Any corporate bonds issued?
□ Yes √ No

IV. Appendix

)))) ((((
       I Financial statements

Consolidated statements or not?
√ Yes □ No □ Inapplicable
The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified.

1. Consolidated balance sheet
Prepared by Wuhan Boiler Company Limited
                                                                                                                 Unit: RMB Yuan
                          Item                      Balance as at Sept. 30, 2012                  Balance as at Jun. 30, 2012
Current assets:
       Monetary funds                                                      8,661,749.07                                 22,999,242.02
       Deposit reservation for balance
       Outgoing call loans
       Trading financial assets
       Notes receivable                                                   22,800,000.00                                 30,800,000.00
       Accounts receivable                                               189,673,845.80                               371,210,285.79
      Prepayment                                                          64,065,625.56                                 39,005,432.77



                                                                                                                                         6
  Insurance receivables
  Reinsurance receivables
   Provision of reinsurance contract reserve
receivable
  Interest receivable
  Dividend receivable
  Other receivables                                  96,477,688.33     103,236,840.39
  Financial assets          purchased      under
agreement to resell
  Inventories                                      -174,108,090.69     240,116,922.49
  Non-current assets due within 1 year
  Other current assets
Total current assets                                207,570,818.07     807,368,723.46
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
  Investment property
  Fixed assets                                      750,719,133.89     766,802,430.73
  Construction in progress                            2,261,340.48       2,398,543.47
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                                  79,954,666.17      85,835,314.34
  R&D expenses
  Goodwill
  Long-term deferred expenses
  Deferred income tax assets                         50,454,146.60      80,882,420.54
  Other non-current assets                                               5,790,508.71
Total non-current assets                            883,389,287.14     941,709,217.79
Total assets                                       1,090,960,105.21   1,749,077,941.25
Current liabilities:
  Short-term loans                                 1,515,000,000.00   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
  Accounts payable                                  256,670,645.19     309,278,906.64
  Advance from customers                            495,259,510.11     912,493,449.25
  Financial assets sold under agreements to
repurchase
  Fees and commissions payable
  Payroll payable                                    52,024,956.74      57,680,171.01



                                                                                         7
  Taxes payable                                                       -117,796,356.06                           -108,883,733.20
  Interest payable                                                       2,016,270.00                              2,016,270.00
  dividend payable                                                         562,000.00                                562,000.00
  Other payables                                                        78,887,437.51                             97,831,275.42
  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                                            2,282,624,463.49                          2,879,526,540.61
Non-current liabilities:
  Long-term loans
  Bonds payable
  Long-term payables
  Specific payables
  Provision for liabilities
  Deferred income tax liabilities
  Other non-current liabilities                                         11,572,218.43                             16,132,004.95
Total non-current liabilities                                           11,572,218.43                             16,132,004.95
Total liabilities                                                    2,294,196,681.92                          2,895,658,545.56
Owners’ equity (or shareholders’ equity):
  Paid-in capital (or share capital)                                   297,000,000.00                           297,000,000.00
  Capital reserve                                                      174,659,407.46                           174,659,407.46
  Less treasury stock
       :
  Specific reserve
  Surplus reserve                                                       39,418,356.83                             39,418,356.83
  General risk provision
  Retained earnings                                                 -1,716,025,398.37                         -1,659,956,146.16
  Foreign exchange difference
  Total owners’ equity attributable to the
                                                                    -1,204,947,634.08                         -1,148,878,381.87
Company
  Minority interests                                                     1,711,057.37                              2,297,777.56
Total owners’ (or shareholders’) equity                           -1,203,236,576.71                         -1,146,580,604.31
Total    liabilities   &        owners’      (or
                                                                     1,090,960,105.21                          1,749,077,941.25
shareholders’) equity


Legal representative: YEUNG Kwok Wei Richard                             Person-in-charge of the accounting work: CHIN Wee Hua

Chief of the accounting division: LI Yihao

2. Balance sheet of the Company

Prepared by Wuhan Boiler Company Limited

                                                                                                            Unit: RMB Yuan
                     Item                           Balance as at Sept. 30, 2012             Balance as at Jun. 30, 2012
Current assets:




                                                                                                                                  8
  Monetary funds                                7,128,245.46      21,560,606.33
  Trading financial assets
  Notes receivable                             22,800,000.00      30,800,000.00
  Accounts receivable                         188,355,573.34     369,042,511.88
  Prepayment                                   64,065,625.56      39,005,432.77
  Interest receivable
  Dividend receivable
  Other receivables                            96,747,012.73     103,457,164.68
  Inventories                                -174,108,090.69     240,116,922.49
  Non-current assets due within 1 year
  Other current assets
Total current assets                          204,988,366.40     803,982,638.15
Non-current assets     :
  Available-for-sale financial assets
  Investment held to maturity
  Long-term receivables
  Long-term equity investment                  24,984,500.00      39,234,287.13
  Investment property
  Fixed assets                                750,876,110.88     766,959,407.72
  Construction in progress                      2,261,340.48       2,398,543.47
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                            79,954,666.17      85,835,314.34
  R&D expenses
  Goodwill
  Long-term deferred expenses
  Deferred income tax assets                   50,454,146.60      80,882,420.54
  Other non-current assets                                         5,790,508.71
Total non-current assets                      908,530,764.13     981,100,481.91
Total assets                                 1,113,519,130.53   1,785,083,120.06
Current liabilities:
  Short-term loans                           1,515,000,000.00   1,563,000,000.00
  Trading financial liabilities
  Notes payable                                                   45,548,201.49
  Accounts payable                            257,106,645.19     314,236,789.08
  Advance from customers                      495,259,510.11     912,493,449.25
  Payroll payable                              51,824,317.20      57,479,531.47
  Taxes payable                               -117,796,356.06   -108,883,733.20
  Interest payable                              2,016,270.00       2,016,270.00
  Dividend payable
  Other payables                              115,887,390.27     135,779,767.30
  Non-current liabilities due within 1year
  Other current liabilities
Total current liabilities                    2,319,297,776.71   2,921,670,275.39




                                                                                   9
Non-current liabilities:
  Long-term loans
  Bonds payable
  Long-term payables
  Specific payables
  Provision for liabilities
  Deferred income tax liabilities
  Other non-current liabilities                              11,572,218.43                                   16,132,004.95
Total non-current liabilities                                11,572,218.43                                   16,132,004.95
Total liabilities                                        2,330,869,995.14                              2,937,802,280.34
Owners’ equity (or shareholders’ equity):
  Paid-in capital (or share capital)                       297,000,000.00                               297,000,000.00
  Capital reserve                                          174,854,304.12                               174,854,304.12
  Less treasury stock
       :
  Specific reserve
  Surplus reserve                                           39,418,356.83                                    39,418,356.83
  General risk provision
  Retained earnings                                      -1,728,623,525.56                            -1,663,991,821.23
  Foreign exchange difference
Total owners’ (or shareholders’) equity                -1,217,350,864.61                            -1,152,719,160.28
Total liabilities & owners’ (or
                                                         1,113,519,130.53                              1,785,083,120.06
shareholders’) equity


Legal representative: YEUNG Kwok Wei Richard                     Person-in-charge of the accounting work: CHIN Wee Hua

Chief of the accounting division: LI Yihao

3. Consolidated income statement in this report period

Prepared by Wuhan Boiler Company Limited
                                                                                                    Unit: RMB Yuan
                     Item                      Jul.-Sept. 2012                             Jul.-Sept. 2011
I. Total revenue                                           163,869,332.86                                    78,370,120.24
Including: revenue                                         163,869,332.86                                    78,370,120.24
Interest income
Premium income
Fee and commission income
II. Total cost of sales                                    189,675,185.02                                117,894,859.80
Including: cost of sales                                   207,020,107.42                                    93,888,847.00
Interest expenses
Service charge and commission income
Cash surrender value
Claim expenses-net
Provision for insurance contract
reserves-net
Insurance policy dividend paid
Reinsurance expense
Business taxes and surcharges




                                                                                                                         10
Distribution expenses                                                       3,187,461.67                                 3,060,401.43
Administrative expenses                                                     5,914,764.69                                 7,583,914.98
Financial costs                                                         24,642,576.15                                   22,740,961.65
Impairment loss                                                        -51,089,724.91                                   -9,379,265.26
Add: gain/(loss) from change in fair value
                                                                        -3,693,629.10                                    6,044,730.10
(“-” means loss)
Gain/(loss) from investment (“-” means
loss)
Including: income from investment on
associates and joint ventures
Gain or loss on foreign exchange (“-”
means loss)
III. Business profit (“-” means loss):                               -29,499,481.26                                -33,480,009.46
Add: non-business income                                                     551,481.74                                    69,444.00
Less: non-business expense
Including: loss from non-current asset
disposal
IV. Total profit     (“-” means loss)                                -28,947,999.52                                -33,410,565.46
Less: income tax expense                                                    2,748,718.99                                 1,313,199.79
V. Net profit      (“-” means loss)                                  -31,696,718.51                                -34,723,765.25
Including: net profit achieved by the
merged parties before business mergers
Attributable to owners of the Company                                  -31,685,662.71                                -34,721,745.81
Minority shareholders’ income                                                -11,055.80                                    -2,019.44
VI. Earnings per share                                           --                                         --
(I) Basic earnings per share                                                       -0.11                                        -0.12
(II) Diluted earnings per share                                                    -0.11                                        -0.12
VII. Other comprehensive income
VIII. Total comprehensive income                                       -31,696,718.51                                -34,723,765.25
   Attributable to owners of the
                                                                       -31,685,662.71                                -34,721,745.81
Company
     Attributable to minority shareholders                                    -11,055.80                                    -2,019.44
Where business mergers under the same control occurred in this report period, the net profit achieved by the merged parties before
the business mergers was RMB 0.00.

Legal representative: YEUNG Kwok Wei Richard                                Person-in-charge of the accounting work: CHIN Wee Hua

Chief of the accounting division: LI Yihao


4. Income statement of the Company in the report period

Prepared by Wuhan Boiler Company Limited
                                                                                                                 Unit: RMB Yuan
                        Item                              Jul.-Sept. 2012                             Jul.-Sept. 2011
I. Total revenue                                                       163,869,332.86                                   78,370,120.24
Less: cost of revenue                                                  207,020,107.42                                   93,888,847.00
Business taxes and surcharges
Distribution expenses                                                       3,187,461.67                                 3,060,401.43
Administrative expenses                                                     5,889,068.79                                 7,571,062.74
Financial costs                                                         24,644,058.55                                   22,755,330.12




                                                                                                                                     11
Impairment loss                                            -51,286,627.31                                -9,394,303.97
Add: gain/(loss) from change in fair value
                                                             -3,693,629.10                                6,044,730.10
(“-” means loss)
Gain/(loss) from investment (“-” means
loss)
Including: income from investment on
associates and joint ventures
II. Business profit (“-” means loss):                    -29,278,365.36                             -33,466,486.98
Add: non-business income                                         551,481.74                                 69,444.00
Less: non-business expense
Including: loss from non-current asset
disposal
III. Total profit    (“-” means loss)                    -28,726,883.62                             -33,397,042.98
Less: income tax expense                                     2,748,718.99                                 1,313,199.79
IV. Net profit      (“-” means loss)                     -31,475,602.61                             -34,710,242.77
V. Earnings per share                                --                                      --
(I) Basic earnings per share                                          -0.11                                      -0.12
(II) Diluted earnings per share                                       -0.11                                      -0.12
VI. Other comprehensive income
VII. Total comprehensive income                            -31,475,602.61                             -34,710,242.77


Legal representative: YEUNG Kwok Wei Richard                 Person-in-charge of the accounting work: CHIN Wee Hua

Chief of the accounting division: LI Yihao

5. Consolidated income statement from Jan. 1, 2012 to Sept. 30, 2012

Prepared by Wuhan Boiler Company Limited
                                                                                                  Unit: RMB Yuan
                        Item                   Jan.-Sept. 2012                         Jan.-Sept. 2011
I. Total revenue                                           540,447,035.16                            326,702,172.24
Including: revenue                                         540,447,035.16                            326,702,172.24
Interest income
Premium income
Fee and commission income
II. Total cost of sales                                    567,794,109.91                            478,676,003.27
Including: cost of sales                                   511,246,579.34                            371,420,038.13
Interest expenses
Service charge and commission income
Cash surrender value
Claim expenses-net
Provision for insurance contract
reserves-net
Insurance policy dividend paid
Reinsurance expense
Business taxes and surcharges                                      1,130.00                                126,648.93
Distribution expenses                                        6,935,773.77                                 8,330,126.30
Administrative expenses                                     14,958,965.66                                23,895,799.17
Financial costs                                             81,016,851.27                                54,244,237.62




                                                                                                                     12
Impairment loss                                                      -46,365,190.13                                  20,659,153.12
Add: gain/(loss) from change in fair value
                                                                          -842,943.74                                -5,502,367.85
(“-” means loss)
Gain/(loss) from investment (“-” means
loss)
Including: income from investment on
associates and joint ventures
Gain and loss on foreign                  exchange
difference (“-” means loss)
III. Business profit (“-” means loss)                              -28,190,018.49                               -157,476,198.88
Add: non-business income                                               1,972,106.35                                    243,055.26
Less: non-business expense                                                   9,786.32                                  113,878.73
Including: loss from non-current asset
                                                                             1,786.32                                  113,878.73
disposal
IV. Total profit     (“-” means loss)                              -26,227,698.46                               -157,347,022.35
Less: income tax expense                                              30,428,273.94                                  -4,018,541.29
V. Net profit      (“-” means loss):                               -56,655,972.40                               -153,328,481.06
Including: net profit achieved by the
merged parties before business mergers
Attributable to owners of the Company                                -56,069,252.21                               -153,270,472.46
Minority interest                                                         -586,720.19                                   -58,008.60
VI. Earnings per share:                                        --                                         --
(I) Basic earnings per share                                                    -0.19                                        -0.52
(II) Diluted earnings per share                                                 -0.19                                        -0.52
VII. Other comprehensive income
VIII. Total comprehensive income                                     -56,655,972.40                               -153,328,481.06
   Attributable to owners of the
                                                                     -56,069,252.21                               -153,270,472.46
Company
     Attributable to minority shareholders                                -586,720.19                                   -58,008.60
Where business mergers under the same control occurred from Jan 1, 2012 to Sep 30, 2012, the net profit achieved by the merged
parties before the business mergers was RMB 0.00.

Legal representative: YEUNG Kwok Wei Richard                           Person-in-charge of the accounting work: CHIN Wee Hua

Chief of the accounting division: LI Yihao


6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Wuhan Boiler Company Limited
                                                                                                               Unit: RMB Yuan
                        Item                            Jan.-Sept. 2012                            Jan.-Sept. 2011
I. Total revenue                                                     540,447,035.16                               326,702,172.24
Less: cost of revenue                                                511,246,579.34                               371,420,038.13
Business taxes and surcharges                                                1,130.00                                  126,648.93
Distribution expenses                                                  6,935,773.77                                   8,330,126.30
Administrative expenses                                               14,917,491.76                                  23,882,334.13
Financial costs                                                       81,021,719.19                                  54,259,251.80
Impairment loss                                                      -46,715,432.79                                  20,724,182.32
Add: gain/(loss) from change in fair value
                                                                          -842,943.74                                -5,502,367.85
(“-” means loss)




                                                                                                                                 13
Gain/(loss) from investment (“-” means
                                                                  -14,249,787.13
loss)
Including: income from investment on
associates and joint ventures
II. Business profit (“-” means loss)                            -42,052,956.98                             -157,542,777.22
Add: non-business income                                               7,851,312.91                                 243,055.26
Less: non-business expense                                                 1,786.32                                 113,878.73
Including: loss from non-current asset
                                                                           1,786.32                                 113,878.73
disposal
III. Total profit    (“-” means loss)                           -34,203,430.39                             -157,413,600.69
Less: income tax expense                                          30,428,273.94                                   -4,018,541.29
IV. Net profit      (“-” means loss)                            -64,631,704.33                             -153,395,059.40
V. Earnings per share                                      --                                          --
(I) Basic earnings per share                                                  -0.22                                       -0.52
(II) Diluted earnings per share                                               -0.22                                       -0.52
VI. Other comprehensive income
VII. Total comprehensive income                                   -64,631,704.33                             -153,395,059.40


Legal representative: YEUNG Kwok Wei Richard                           Person-in-charge of the accounting work: CHIN Wee Hua

Chief of the accounting division: LI Yihao


7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Wuhan Boiler Company Limited
                                                                                                              Unit: RMB Yuan
                        Item                         Jan.-Sept. 2012                            Jan.-Sept. 2011
I. Cash flows from operating activities:
     Cash received from sales of goods or
                                                                 530,231,907.75                               210,466,148.14
rending of services
     Net increase of deposits received and
held for others
       Net increase of loans from central
bank
     Net increase of inter-bank loans from
other financial institutions
     Cash received             against    original
insurance contracts
       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 inter bank fund
received
     Net increase of cash received under
repurchasing
       Tax and fare returned
     Other cash received from operating
                                                                        948,122.46                                 2,504,855.78
activities



                                                                                                                              14
Sub-total of cash inflow from operating
                                                  531,180,030.21   212,971,003.92
activities
     Cash paid for goods and services             200,613,091.99   328,666,883.40
    Net increase of loans and advances
from customer
    Net increase of deposit in central bank,
banks and other financial institutions
     Cash paid for original contract claim
   Cash paid for interest, fees and
commissions
     Cash paid for policy dividend
     Cash paid to and for employees               122,376,198.82   117,494,074.73
     Cash paid for all types of taxes              15,979,550.03      7,033,497.30
     Other cash paid relating to operating
                                                   62,522,941.16    57,267,433.52
activities
Sub-total of cash outflows from operating
                                                  401,491,782.00   510,461,888.95
activities
Net cash flows from operating activities          129,688,248.21   -297,490,885.03
II. Cash flows from investing activities:
     Cash received from retraction of
investment
     Cash received from investment income
     Net cash received from disposal of
fixed assets, intangible assets and other              11,000.00          5,660.00
long-term assets
     Net cash received from disposal of
subsidiaries and other operating units
     Other cash received        relating     to
                                                     107,137.86       1,859,081.74
investing activities
     Sub-total of cash inflows of investing
                                                     118,137.86       1,864,741.74
activities
     Cash paid for acquisition of fixed
assets, intangible assets and other long-term      19,569,868.26    13,135,101.66
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 investing
                                                     298,006.64        367,074.64
activities
     Sub-total of cash outflows of investing
                                                   19,867,874.90    13,502,176.30
activities
     Net cash flow from investing activities      -19,749,737.04    -11,637,434.56
III. Cash flows from financing activities:
     Cash received from investment
     Including:    cash      received   by
subsidiaries from minority shareholders
     Cash received from borrowings                513,000,000.00   568,000,000.00
     Cash received from bonds issuing
     Other cash received        relating     to
financing activities
     Sub-total of cash inflows of financing       513,000,000.00   568,000,000.00



                                                                                15
activities
     Cash paid        for     repayment       of
                                                                 561,000,000.00                              193,000,000.00
borrowings
      Cash paid for         dividends,    profit
                                                                     69,312,745.50                               52,632,274.75
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 financing
                                                                 630,312,745.50                              245,632,274.75
activities
     Net cash flow from financing activities                    -117,312,745.50                              322,367,725.25
IV. Effect of foreign exchange rate changes
                                                                     -6,963,458.65                                 -210,700.15
on cash and cash equivalents
V. Net increase        in   cash   and      cash
                                                                 -14,337,692.98                                  13,028,705.51
equivalents
     Add: cash and cash equivalents at the
                                                                     20,388,030.03                               10,491,275.05
beginning of this period
VI. Cash and cash equivalents at the end of
                                                                      6,050,337.05                               23,519,980.56
this period


Legal representative: YEUNG Kwok Wei Richard                          Person-in-charge of the accounting work: CHIN Wee Hua

Chief of the accounting division: LI Yihao


8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Wuhan Boiler Company Limited
                                                                                                        Unit: RMB Yuan
                  Item                             Jan.-Sept. 2012                             Jan.-Sept. 2011
I. Cash flows from operating activities:
     Cash received from sales of goods
                                                                 530,141,907.75                              209,919,488.40
or rending of services
     Tax and fare returned
     Other cash received from operating
                                                                       948,122.46                                 2,294,768.73
activities
     Sub-total of cash inflow from
                                                                 531,090,030.21                              212,214,257.13
operating activities
     Cash paid for goods and services                            200,613,091.99                              328,255,030.60
     Cash paid to and for employees                              122,376,198.82                              117,494,074.73
     Cash paid for all types of taxes                                15,979,550.03                                7,033,497.30
     Other cash paid          relating   to
                                                                     62,522,941.16                               57,678,433.52
operating activities
     Sub-total of cash outflows from
                                                                 401,491,782.00                              510,461,036.15
operating activities
     Net cash flows from operating
                                                                 129,598,248.21                             -298,246,779.02
activities
II. Cash flows from investing activities:
     Cash received from retraction of
investment
    Cash received from investment
income
     Net cash received from disposal of                                  11,000.00                                    5,660.00



                                                                                                                            16
fixed assets, intangible assets and other
long-term assets
     Net cash received from disposal of
subsidiaries and other operating units
     Other cash received relating to
                                                    101,949.94                              1,843,597.56
investing activities
     Sub-total of        cash   inflows    of
                                                    112,949.94                              1,849,257.56
investing activities
     Cash paid for acquisition of fixed
assets, intangible assets and other              19,569,868.26                             13,135,101.66
long-term assets
     Cash paid         for   acquisition   of
investments
     Net cash paid for acquisition of
subsidiaries and other operating units
     Other cash paid            relating   to
                                                    297,686.64                                366,844.64
investing activities
     Sub-total of cash outflows of
                                                 19,867,554.90                             13,501,946.30
investing activities
     Net cash flow from investing
                                                 -19,754,604.96                           -11,652,688.74
activities
III. Cash flows from financing activities
     Cash received from investment
     Cash received from borrowings              513,000,000.00                            568,000,000.00
     Cash received from bonds issuing
     Other cash received relating to
financing activities
     Sub-total of cash          inflows    of
                                                513,000,000.00                            568,000,000.00
financing activities
     Cash paid         for   repayment     of
                                                561,000,000.00                            193,000,000.00
borrowings
      Cash paid for dividends, profit
                                                 69,312,745.50                             52,632,274.75
distribution or interest
     Other cash paid            relating   to
financing activities
     Sub-total of cash outflows of
                                                630,312,745.50                            245,632,274.75
financing activities
     Net cash flow from financing
                                                -117,312,745.50                           322,367,725.25
activities
IV. Effect of foreign exchange rate
                                                  -6,963,458.65                              -210,700.15
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                 -14,432,560.90                            12,257,557.34
equivalents
     Add: cash and cash equivalents at
                                                 18,949,394.34                              9,827,144.54
the beginning of this period
VI. Cash and cash equivalents at the
                                                  4,516,833.44                             22,084,701.88
end of this period


Legal representative: YEUNG Kwok Wei Richard       Person-in-charge of the accounting work: CHIN Wee Hua

Chief of the accounting division: LI Yihao




                                                                                                       17
 (II) Auditor’s report

Auditor’s opinion        unaudited




                                      Chairman of the Board of Directors: YEUNG Kwok Wei Richard
                                       The Board of Directors of Wuhan Boiler Company Limited
                                                                                October 25, 2012




                                                                                             18