意见反馈 手机随时随地看行情

公司公告

*ST武锅B:2014年第三季度报告全文(英文版)2014-10-30  

						                 2014 Quarterly Three Report of Wuhan Boiler Company Limited




WUHAN BOILER COMPANY LIMITED

 2014 QUARTERLY THREE REPORT

            2014-085




         October 2014




                                                                          1
                                                               2014 Quarterly Three Report of Wuhan Boiler Company Limited




                                       Section I Important Notes

The Board of Directors, the Board of Supervisors as well as all Board Directors, Supervisors and Senior
Management of Wuhan Boiler Company Limited (hereinafter referred to as “the Company”) hereby warrant that
this Report is authentic, accurate and complete without any misstatement, misleading statement or material
omission and will take individual and joint and several liabilities for that.
All Board Directors attended the Board Meeting for reviewing this Report.
Mr. Yeung Kwok Wei Richard, the Company Principal, Mr. Chin Wee Hua, the Accounting Principal, and Mr. Li
Yihao, the Accounting Division’s Principal (Accounting Manager), hereby ensure that the Financial Statements
enclosed in this Report are authentic, accurate and complete.
1. Because the audited net profits and closing net assets for three consecutive accounting years of 2011, 2012 and
2013 are negative, Shenzhen Stock Exchange has decided to suspend the listing of the Company’s stock starting
from May 16, 2014 according to Article 14.1.1 and 14.1.2 of the Stock Listing Rules of Shenzhen Stock Exchange
(revised version 2012). The announcement of listing suspension decision was disclosed on Securities Times and
Ta Kung Pao on May 14, 2014 with No. 2014-049.
2. The Board of Directors has taken positive actions to improve operation, and has explored all possibilities to
prevent delisting risk. Three Shareholders’ Meetings were convened to approve the Debt-to-equity Conversion
Plan on November 23, 2012, December 17, 2012 and May 23, 2014 respectively. However, the Plan was not
approved by the Shareholders’ Meeting for 3 times.
3. The Company disclosed 2014 Interim Report on August 29, 2014. In the first half year of 2014, net profit
attributable to shareholders of the Company was RMB 8,214,639.10, net profit attributable to shareholders of the
Company after deducting non-recurring gains and losses was RMB 7,868,973.11 and net asset attributable to
shareholders of the Company was RMB -1,355,276,203.03.
4. From the year beginning to the end of the report period, net profit attributable to shareholders of the Company
was RMB -79,948,213.21, net profit attributable to shareholders of the Company after deducting non-recurring
gains and losses was -81,180,499.79 and net asset attributable to shareholders of the Company was RMB
-1,443,439,055.34.
5. In order to satisfy the criteria for resuming the listing of the Company’s stocks, pursuant to the Stocks Listing
Rules of Shenzhen Stock Exchange (revised version 2012), the Company’s financial data in the year of 2014 shall
satisfy, at least both of the below criteria: (i) net asset value as of the end of fiscal period shall be positive; and (ii)
net profit shall be positive before and after deducting non-recurring profit and loss. If the Company fails to meet
the requirements for listing resumption, the stock of the Company will be delisted according to Article 14.3.1 of
the Stock Listing Rules of Shenzhen Stock Exchange (revised version 2012). The Board of Directors hereby
reminds investors of investment risks.




                                                                                                                          2
                                                                           2014 Quarterly Three Report of Wuhan Boiler Company Limited




           Section II Major Financial Data & Change of Shareholders

I. Major accounting data and financial indexes

Does the Company adjust retrospectively or restate accounting data of previous years due to change of the
accounting policy or correction of any accounting error?
  Yes √ No
                                               Sep. 30, 2014                      Dec. 31, 2013                    Increase/decrease (%)

Total assets (RMB Yuan)                             1,187,541,068.40                    1,339,647,873.78                              -11.35%

Owners’ equity attributable to
shareholders of the Company                        -1,443,439,055.34                    -1,363,490,842.13                              -5.86%
(RMB Yuan)

                                                               Increase/decrease (%) as                               Increase/decrease (%) as
                                         Jul. – Sep. 2014          compared to same           Jan. – Sep. 2014         compared to same
                                                                     period last year                                     period last year

Gross operating revenues (RMB
                                            184,927,280.14                         0.64%           681,825,439.66                       5.54%
Yuan)

Net profit attributable to
shareholders of the Company                 -88,162,852.31                     -237.86%            -79,948,213.21                     -27.85%
(RMB Yuan)

Net profit attributable to
shareholders of the Company
                                            -89,049,472.90                     -239.50%            -81,180,499.79                     -23.92%
after deducting non-recurring
gains and losses (RMB Yuan)

Net cash flow from operating
                                    --                         --                                  423,450,466.89                    2237.87%
activities (RMB Yuan)

Basic EPS (RMB Yuan/share)                             -0.30                   -237.86%                       -0.27                   -27.85%

Diluted EPS (RMB Yuan/share)                           -0.30                   -237.86%                       -0.27                   -27.85%

The weighted average ROE                             -6.37%                       -4.34%                    -5.79%                     -0.64%



Items and amounts of non-recurring gains and losses
√Applicable Inapplicable
                                                                                                                              Unit: RMB Yuan

                             Item                                             Jan.-Sep. 2014                           Explanation

Gains/losses on the disposal of non-current assets (including                                             Gain/loss on disposal of fixed
                                                                                             126,944.11
the offset part of asset impairment provisions)                                                           assets

Government grants recognized in the current period, except                                 1,108,332.00 DHDZ Finance Bureau’s Industrial



                                                                                                                                                 3
                                                                    2014 Quarterly Three Report of Wuhan Boiler Company Limited


for those acquired in the ordinary course of business or                                       Rapid Growth contribution award;
granted at certain quotas or amounts according to the                                          municipality      finance     bureau’s
country’s unified standards                                                                   foreign trade award; Talents Plan
                                                                                               Capital in 2013 and deferred
                                                                                               revenue related to new factory land
                                                                                               use right

Other non-operating income and expenses other than the
                                                                                    -2,989.53 Others
above

Total                                                                           1,232,286.58                      --



Explain the reasons if the Company classifies an item as a non-recurring gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Public Listed Companies – Non-recurring
Gains and Losses, or classifies any non-recurring gain/loss item mentioned in the said explanatory announcement
as a recurrent gain/loss item
 Applicable √Inapplicable
In the report period, the Company didn’t classify any non-recurring gain/loss item defined or mentioned in the
Explanatory Announcement No. 1 on Information Disclosure for Public Listed Companies – Non-recurring Gains
and Losses as a recurrent gain/loss item.

II. Total number of shareholders at the period-end and shareholdings of the top ten
shareholders

1. Total number of shareholders with common shares and shareholdings of the top ten shareholders with
common shares at the period-end

                                                                                                                            Unit: share

Total number of shareholders with common shares at the period-end                                                               7,688

                                  Shareholdings of the top ten shareholders with common shares

                                                                                          Number of the Pledged or frozen shares
                                                          Shareholding Number of the
     Name of shareholder          Nature of shareholder                                   non-tradable       Status of     Number of
                                                           percentage      shares held
                                                                                           shares held        shares        shares

ALSTOM (CHINA)                 Domestic non-state-owned
                                                                51.00%      151,470,000     151,470,000
INVESTMENT CO., LTD            corporation

WUHAN BOILER GROUP
                               State-owned corporation           6.91%       20,530,000      20,530,000
CO., LTD

WANG XIAO                      Domestic natural person           0.90%        2,672,800                  0

CHEN PENG                      Domestic natural person           0.79%        2,331,545                  0

HU ZHIHONG                     Domestic natural person           0.47%        1,390,397                  0




                                                                                                                                         4
                                                                       2014 Quarterly Three Report of Wuhan Boiler Company Limited


CHINA MERCHANTS
SECURITIES (HK) CO.,            State-owned corporation               0.46%        1,380,236                 0
LTD.

CHEN CHUYUN                     Domestic natural person               0.46%        1,372,450                 0

HSBC BROKING
SECURITIES (ASIA)               Foreign corporation                   0.40%        1,195,114                 0
LIMITED-CLIENTS A/C

ZHUANG CHANGXIONG               Domestic natural person               0.35%        1,045,000                 0

SUN WEIWEI                      Domestic natural person               0.33%         966,567                  0

                                      Shareholdings of the top ten shareholders with tradable shares

                                          Number of tradable                                Type of shares
        Name of shareholder
                                              shares held                          Type                             Number

WANG XIAO                                           2,672,800 Domestically listed foreign shares                           2,672,800

CHEN PENG                                           2,331,545 Domestically listed foreign shares                           2,331,545

HU ZHIHONG                                          1,390,397 Domestically listed foreign shares                           1,390,397

CHINA MERCHANTS
                                                    1,380,236 Domestically listed foreign shares                           1,380,236
SECURITIES (HK) CO., LTD.

CHEN CHUYUN                                         1,372,450 Domestically listed foreign shares                           1,372,450

HSBC BROKING SECURITIES
                                                    1,195,114 Domestically listed foreign shares                           1,195,114
(ASIA) LIMITED-CLIENTS A/C

ZHUANG CHANGXIONG                                   1,045,000 Domestically listed foreign shares                           1,045,000

SUN WEIWEI                                            966,567 Domestically listed foreign shares                             966,567

GUOTAI JUNAN SECURITIES
                                                      926,997 Domestically listed foreign shares                             926,997
(HONGKONG) LIMITED

QIN HUI                                               909,286 Domestically listed foreign shares                             909,286

                                          The top ten shareholders of the Company are public shareholders with tradable B shares.
Explanation on affiliated relationship The Company is not aware of whether there is any affiliated relationship among the top ten
or persons acting in concert among        shareholders with tradable shares and whether there are persons acting in concert among
the above-mentioned shareholders          them. The Company is not aware of whether there is any affiliated relationship among the
                                          top ten shareholders and the top ten shareholders with tradable share.

Explanation on the top ten
shareholders with tradable shares
                                          Inapplicable
participating in the margin trading
business (if any)

Whether the top 10 shareholders with common shares and the top 10 shareholders with tradable common shares of
the Company reach agreement of buy-back trading in the report period?
  Yes √ No
No top 10 shareholders with common shares and top 10 shareholders with tradable common shares of the


                                                                                                                                       5
                                                         2014 Quarterly Three Report of Wuhan Boiler Company Limited


Company carried out any agreed buy-back trading in the report period.

2. Total number of shareholders with preferred shares and shareholdings of the top ten shareholders with
preferred shares at the period-end

 Applicable √Inapplicable




                                                                                                                  6
                                                          2014 Quarterly Three Report of Wuhan Boiler Company Limited




                                 Section III Significant Events

I. Major changes of main accounting statement items and financial indicators in the report
period, as well as reasons for the changes

√Applicable Inapplicable
1. Cash and cash equivalent increased by 788.28%, mainly due to increase on down-payment collection from
    Opole, Karabiga projects this period;
2. Notes receivable increased by 48.30%, mainly due to increase of bank notes collection this period;
3. Account receivables decreased by 84.40%, mainly due to collection of accounts receivables which were
    booked in prior period;
4. Inventories decreased by 40.74%, it’s mainly due to increase on progress billing of construction contract, and
    the inventories on construction contracts decreased accordingly;
5. Construction in progress increased by 155.31%, mainly due to construction of new workshop;
6. Deferred income tax assets increased by 43.85%, mainly due to the increase of the temporary deductible
    differences resulted from contract loss provision and bad debt provision;
7. Other non-current assets decreased by 100%, mainly due to decrease of hedging loss for un-expired forward
    contracts in this period;
8. Notes payable increased by 100%, mainly due to increase of payment with bank notes this period;
9. Accounts payable increased by 47.06%, mainly due to the increase of raw material purchasing for Yanbu and
    Tai'an project this period;
10. Tax payable increased by 64.67%, mainly due to refunding of export tax rebate;
11. Interest payable decreased by 82.44%, mainly due to payment of interest which was booked in prior year;
12. Business tax and surcharges increased by 100%, mainly due to no taxable service took place in prior period;
13. Assets impairment loss increased by 518.39%, mainly due to the increase of bad-debt provision and project
    loss provision this period;
14. Changes in fair value of net income increased by 58.15%, mainly due to decrease of the loss of the hedging
    instruments and hedged items;
15. Non-operating income decreased by 59.56%, mainly due to the reduce of indemnity from vendors in the
    report period;
16. Non-operating cost decreased by 94.24%, mainly due to the reduce of asset disposal in the report period;
17. Income tax expense decreased by 687.75%, mainly due to the increase of the temporary deductible
    differences resulted from contract loss provision and bad debt provision;
18. Net cash flow generated from operating activities increased by 2237.87%, mainly due to increase of
    down-payment collection on Opole, Karabiga projects this period;
19. Net cash flow generated from investment activities increased by 67.79%, mainly due to the decrease of cash
    out paid for fixed assets this period;
20. Net cash flow generated from financing activities decreased by 420.65%, mainly due to the increase in
    repayment of entrusted loans this period;
21. The influence of the changes of rate on cash increased by 83.41%, mainly due to the influences of the FX rate
    changes this period.



                                                                                                                   7
                                                               2014 Quarterly Three Report of Wuhan Boiler Company Limited


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

√Applicable Inapplicable
1. Because the audited net profits and closing net assets for three consecutive accounting years of 2011, 2012 and
2013 are negative, Shenzhen Stock Exchange has decided to suspend the listing of the Company’s stock starting
from May 16, 2014 according to Article 14.1.1 and 14.1.2 of the Stock Listing Rules of Shenzhen Stock Exchange
(revised version 2012). The announcement of listing suspension decision was disclosed on Securities Times and
Ta Kung Pao on May 14, 2014 with No. 2014-049.
2. The Board of Directors has taken positive actions to improve operation, and has explored all possibilities to
prevent delisting risk. Three Shareholders’ Meetings were convened to approve the Debt-to-equity Conversion
Plan on November 23, 2012, December 17, 2012 and May 23, 2014 respectively. However, the Plan was not
approved by the Shareholders’ Meeting for 3 times.
3. The Company disclosed 2014 Interim Report on August 29, 2014. In the first half year of 2014, net profit
attributable to shareholders of the Company was RMB 8,214,639.10, net profit attributable to shareholders of the
Company after deducting non-recurring gains and losses was RMB 7,868,973.11 and net asset attributable to
shareholders of the Company was RMB -1,355,276,203.03.
4. From the year beginning to the end of the report period, net profit attributable to shareholders of the Company
was RMB -79,948,213.21, net profit attributable to shareholders of the Company after deducting non-recurring
gains and losses was -81,180,499.79 and net asset attributable to shareholders of the Company was RMB
-1,443,439,055.34.
5. In order to satisfy the criteria for resuming the listing of the Company’s stocks, pursuant to the Stocks Listing
Rules of Shenzhen Stock Exchange (revised version 2012), the Company’s financial data in the year of 2014 shall
satisfy, at least both of the below criteria: (i) net asset value as of the end of fiscal period shall be positive; and (ii)
net profit shall be positive before and after deducting non-recurring profit and loss. If the Company fails to meet
the requirements for listing resumption, the stock of the Company will be delisted according to Article 14.3.1 of
the Stock Listing Rules of Shenzhen Stock Exchange (revised version 2012). The Board of Directors hereby
reminds investors of investment risks.
6. Up till now, the Board of Directors estimate that it is very difficult for the Company to make profit in 2014
based on current financial situation and normal daily operation. The Board of Directors will make forecast of 2014
annual result and disclose it as early as possible, so as to remind investors of investment risks.
7. The Company continued to engage Ernst & Young (China) Advisory Limited, an independent third party, in
2014 to issue an analysis report on transfer pricing between the Company and its related parties in 2013. Since the
sales with related parties are mainly overseas orders (99.97% of the total sales with related parties in 2013), Ernst
& Young (China) believed that it was the best to adopt the transactional net margin method in checking the
transactions between WBC and its related parties and to adopt the full cost markup percentage in evaluating the
rational profit extent that WBC should have achieved from the sale to its related parties in 2013. The analysis
report concluded that: “From the perspective of transfer pricing in China, we are of the opinion that WBC’s sales
to its related parties in 2013 did not violate the arm’s length principle.”
8. On April 25, 2014, the 5th Meeting of the 6th Board of Directors approved the Investment Plan of United Building
3. On April 29, 2014, the Resolutions of the 5th Meeting of the 6th Board of Directors (No. 2014-036) and the
Investment Announcement of the Company (No. 2014-047) were published on Securities Times, Ta Kung Pao and
http://www.cninfo.com.cn. Up till now, the Company is going through formalities for United Building 3 project.


                                                                                                                          8
                                                            2014 Quarterly Three Report of Wuhan Boiler Company Limited


9. On August 29, 2014, WBC received a written notice from majority shareholder Alstom (China) Investment Co.,
Ltd. (“ACL”) that Alstom (a French listed company and WBC’s actual controller) recently announced that its Board
of Directors has unanimously decided to issue a positive recommendation of the offer from GE to acquire the
Thermal Power, Renewable Power and Grid Sectors and to enter into Energy alliances. Should this offer be
approved and completed, Alstom would focus on its fully owned Transport activities and on its Energy alliances
with GE. According to the latest information, the 51% WBC shares owned by ACL belong to assets of the Alstom
Thermal Power. Alstom expects the deal to be closed in the first half of calendar year 2015. Alstom and GE will
continue to operate as separate companies until the transaction is finalized. If the transaction can be approved by
Alstom shareholders and necessary anti-trust and other regulatory authorities, and can be completed within the
first half year of 2015, the actual controller of the Company may be changed. However, there is still uncertainty: if
the transaction cannot be approved by Alstom shareholders and necessary anti-trust and other regulatory
authorities, the actual controller of the Company will not be changed. Until now, no substantial progress regarding
this issue.
10. On Jun. 28, 2013, the Amendment of Articles of Association of Wuhan Boiler Company Limited (the “AOA
Amendment”) was reviewed and approved on 2012 Annual Shareholders’ Meeting of the Company. Main revision
is: Article 74 Shareholders shall issue separate and individual proxy for each shareholders’ meeting, and shall not
issue long-term proxy. A proxy shall not sub-authorize other person to attend the shareholders’ meeting or to
exercise the voting right. If a proxy, who is a shareholder of the Company, is entrusted by five or more than five
shareholders, he shall collect the voting rights openly and complete relevant procedures according to the
regulations related to voting rights collection of the Company. A proxy, who is not a shareholder of the Company,
shall not be entrusted by five or more than five shareholders of the Company. However, the Collector stipulated in
Article 88 shall be excluded. Article 88 The following organization or person is entitled to collect the voting rights
from shareholders of the Company to vote at shareholders’ meetings:(i) The Board of Directors;(ii) Independent
directors;(iii) Shareholders individually or jointly holding more than 1% shares of the Company. The Collector
shall engage lawyers or state notary authorities to provide legal opinions with respect to the qualification of the
Collector, collection plan, the form of power of attorney, validity and effectiveness of performance of the voting
rights collected and other related matters. The legal opinion or notarization shall be published together with the
report and the power of attorney in respect of the voting right collection in the media designated by the Company
to disclose information. Upon the requirement of Shenzhen Stock Exchange, AllBright Law Offices issued the
Legal Opinion on the AOA Amendment. In their opinion, the AOA Amendment did not violate any compulsory
provision of the existing laws and regulations, nor there was any legal basis to prove that the AOA Amendment
imposed improper restrictions on the legal rights and interests of minority shareholders. The full text of the Legal
Opinion was disclosed on http://www.cninfo.com.cn on Jun. 8, 2013. Minority shareholder Mr. Tan Zhenbiao
believed otherwise that the AOA Amendment restricted public shareholders from properly executing their civil
rights, infringed their legal rights and interests and therefore should be considered as an illegal resolution. On that
ground, he sued the Company before the Court of Wuhan East Lake New Technology Development Zone. In order
to further enhance the shareholder voting system of the Company and protect the lawful interests of shareholders,
Article 74 and 88 of the AOA have been amended according to the Opinions of the General Office of the State
Council on Further Protecting Lawful Rights and Interests of Medium and Small Investors in Capital Market
(Guobanfa [2013] No. 110). The AOA Amendment has been approved by the First Extraordinary Shareholders’
Meeting. The amended AOA was disclosed on the Securities Times, Ta Kung Pao and http://www.cninfo.com.cn
on May 22, 2014. In July 2014, the Court of Wuhan East Lake New Technology Development Zone made the
judgment that the claim of the Plaintiff Tan Zhenbiao was rejected after the trial.
11. In Sep. 2003, Dongfang Xiwang Baotou Xitu Aluminium Co., Ltd (“Baotou”) signed the Contract of


                                                                                                                     9
                                                                2014 Quarterly Three Report of Wuhan Boiler Company Limited


2×350MW Boilers with the Company. During executing the Contract, the Company fully implemented delivery
obligations according to the Contract, but Baotou defaulted on the payment. The Company required Baotou to pay
the overdue many times through various ways (including phone, fax and EMS), but Baotou claimed quality issues
against the Company and refused to pay. It also refused to solve the pending problems through amicable
negotiation with the Company. In May 2014, the Company sued Baotou before Inner Mongolia High Court,
requesting judgment against Baotou for paying overdue and undertaking liquidated damages and bank interests.
Relevant evidences were submitted to the Court. Until now, the Court has conducted conciliation and the case has
not been heard yet.
12. In Nov. 2001, Shenzhen Wangda Color Printing Packaging Co., LTD. signed a boiler supply contract with the
Company (Contract No. 2001D011). In Sep. 2003, both parties signed a supplementary agreement that Jiangsu
Wangda Paper Co., LTD. (“Jiangsu Wangda”) would perform rights and obligations of the Contract. In Feb. 2004,
after receiving the deposit RMB 4.61 million of the Contract, the Company organized design, manufacturing and
purchasing. In Nov. 2004, Jiangsu Wangda requested the Company to postpone delivery and stopped paying the
rest payments, which caused the project suspension till now. In Apr. 2011, Jiangsu Wangda sent a letter to the
Company, asking to cancel the Contract and return the deposit of RMB 4.61 million. However, some costs and
expenses were incurred during design, manufacturing and purchasing of the Company. The Company agreed to
terminate the Contract on the basis of no deposit return and sufficient compensation of losses. But Jiangsu
Wangda didn't agree. Because no consensus was achieved on contract termination, Jiangsu Wangda sued the
Company before Wuhan Intermediate Court, requesting to terminate the Contract and the Company to return
RMB 4.61 million and undertake interests since May 25, 2011. On Jun. 25, 2014, the Company was informed
during the hearing that Jiangsu Wangda has been in the bankruptcy process, decided by Changzhou Xinbei
District Court on Nov. 29, 2013, and an administrator was designated by the Court. The administrator requested to
terminate the Contract according to the Enterprise Bankruptcy Law. After the trial, Wuhan Intermediate Court
made the judgement as following: (1) the Contract is confirmed terminated; (2) the Company shall return the
deposit RMB 4.61 million to Jiangsu Wangda within 10 days since the rulings coming into effect; (3) reject other
claims of Jiangsu Wangda. Either party can submit the appeal petition to the Court to file an appeal within 15 days
after receipt of the judgment. This judgment is the result of first instance. The Company will file an appeal in time
and make information disclosure according to litigation progress.
                                                                               Index to the relevant announcement disclosed on
            Overview of the significant event             Date of disclosure
                                                                                                 the website

Offer from GE to acquire the Thermal Power, Renewable
                                                            Sep. 1, 2014          http://www.cninfo.com.cn (No. 2014-076)
Power and Grid Sectors of Alstom

Litigation raised by minority shareholder Tan Zhenbiao
                                                            Jul. 15, 2014         http://www.cninfo.com.cn (No. 2014-071)
against the Company to invalidate the AOA Amendment

Litigation raised by the Company against Baotou for
                                                            Aug. 6, 2014          http://www.cninfo.com.cn (No. 2014-073)
contract disputes

Litigation raised by Jiangsu Wangda against the Company
                                                            Oct. 21, 2014         http://www.cninfo.com.cn (No. 2014-082)
for contract disputes


III. Commitments made by the Company or shareholders holding over 5% shares of the
Company in the report period or such commitments carried down into the report period

√Applicable Inapplicable

                                                                                                                             10
                                                                               2014 Quarterly Three Report of Wuhan Boiler Company Limited


                                                    Commitment                           Time of making         Period of
                 Commitment                                                Contents                                               Fulfillment
                                                         maker                             commitment        commitment

Commitment on share reform                         -                 -                 -                -               -
                                                   Alstom (China)                                                           Strictly fulfill
Commitment in the acquisition report or                               Avoid horizontal                     Long-term
                                                   Investment Co.,                       April 14, 2006                     the commitment
the report on equity changes                                          competition                          effective
                                                   Ltd                                                                      and no breaches

Commitments         made          in      assets
reorganization
                                                   -                 -                 -                -               -
Commitments made in IPO or refinancing             -                 -                 -                -               -
Other commitments made to minority
shareholders
                                                   -                 -                 -                -               -
The commitment has been fulfilled in time
                                                   Yes
or not


IV. Forecast for 2014 annual operating results

Warnings of possible loss or considerable year-on-year change of the accumulated net profit made during the
period from the beginning of the year to the end of the next report period according to forecast, as well as
explanations on the reasons
√ Applicable     Not applicable
Operation results warning: Loss
                                   Amount from beginning of the year The amount of the same
                                                                                                                       changes
                                       to the end of next report period            period last year

Forecast accumulated net
                                        -14,000.00 --              -7,000.00                  -12,027.13                     --
profit (in Ten thousand RMB)

Basic EPS (RMB Yuan/share)                    -0.47 --                 -0.24                       -0.40                     --

                                   Amount as of the end of next report The amount of the same
                                                                                                                       changes
                                                     period                        period last year

Owners’ equity attributable to
shareholders of the Company            -150,349.00 --            -143,349.00               -136,349.08                       --
(in Ten thousand RMB)

                                   Loss of the annual operating result forecast is mainly due to less domestic order intake than
Reasons of the forecast            expectation, financial expenses from shareholder entrusted loan, and bad-debt provision and project
                                   loss provision.


V. Securities investment

  Applicable √ Inapplicable
The Company did not invest in any securities in the report period.
Shareholdings in other listed companies

                                                                                                                                                11
                                                                             2014 Quarterly Three Report of Wuhan Boiler Company Limited


  Applicable √ Inapplicable
The Company did not hold any shares in other listed companies in the report period.

VI. Derivatives investment

√Applicable Inapplicable
                                                                                                                Unit: RMB Ten thousand
                                                                                                                          Proportion
                                                                                                                            of the
                                                                                                                           closing
                       Related                                                                                                           Actual
                                     Type of       Initial                           Opening Impairment Closing           investment
                        party                                   Beginning Ending                                                        gain/loss
Operator Relation                   derivatives investment                          investment provision investment amount in
                      transaction                                    date    date                                                       in report
                                    investment    amount                             amount      (if any)      amount        the
                        or not                                                                                                           period
                                                                                                                          Company’s
                                                                                                                          closing net
                                                                                                                          assets (%)

                                    Forward
          Non-                                                  2013-08- 2015-12
HSBC                  No            FX                3,098.2                          3,098.2                21,995.95      15.24%        -8.25
          Relation                                              27          -30
                                    contract

                                    Forward
          Non-                                                  2014-03- 2014-12
SCB                   No            FX             2,997.54                           2,997.54                 8,056.42       5.58%        26.94
          Relation                                              27          -26
                                    contract

Total                                              6,095.74           --      --      6,095.74              0 30,052.37      20.82%        18.69

Capital source for derivatives investment Self-funded

Any litigation involved                          None

Disclosure date of the board
announcement approving the derivative            April 29, 2014
investment (if any)
Disclosure date of the Shareholders’
Meeting announcement approving the               NA
derivative investment (if any)

                                                 In order to satisfy needs arising from business development and avoid risk concerning
                                                 exchange rates, the Company signed forward FX contracts with HSBC, SCB, etc.
                                                 respectively.
Analysis on risks and control measures of For exchange rate fluctuations risk, the company and banks do collaborative exchange
derivative products held in the report           rate trend forecasts, closely track changes in exchange rates, changes in market conditions
period (including but not limited to             to implement dynamic management; For liquidity risk, foreign exchange hedging
market risk, liquidity risk, credit risk,        operations carried out by the company are based on the Company's estimated foreign
operation risk, law risk, etc.)                  exchange payments and collection of trade, because the foreign exchange hedging
                                                 operations match with the actual foreign exchange trade, so this can ensure sufficient fund
                                                 for settlement at delivery time, there is less affected on the liquidation of the company’s
                                                 current assets; For operational risk, the Company developed a standardized operational


                                                                                                                                              12
                                                                       2014 Quarterly Three Report of Wuhan Boiler Company Limited


                                              processes and authorization management systems, equipped with full-time staff and
                                              strictly control their authority to conduct foreign exchange hedging operations; while
                                              strengthening business related personnel training and professional ethics , and improving
                                              quality of personnel, and the establishing anomalies timely reporting system to avoid the
                                              occurrence of operational risk at the maximum; For credit risk, the Company's
                                              counterparties of foreign exchange hedging are reputable business and the company has
                                              established long-term business relationship with large commercial banks and foreign
                                              banks, so, basically there is no performance risk; For legal risk, the Company conducted
                                              foreign exchange hedging operations legally in accordance with relevant laws and
                                              regulations and relevant transaction management practices, and signed a legal agreement
                                              with the counterparties for clear and accurate terms to avoid possible legal disputes at the
                                              maximum.

Changes of market prices or fair values in
                                              The company recognized the gain and loss of fair values of the invested derivatives, the
the report period of the invested
                                              fair values gain of the invested derivatives this period was 0.19MRMB, the calculation of
derivatives. And the analysis on the fair
                                              fair values was based on the contract values and forward rate quote of end of this
value of the derivatives should include the
                                              accounting period provided by the related business partners which was accordance with
specific use methods and the relevant
                                              the expiry date of each forward contracts.
assumptions and parameters.
Whether significant changes occurred to
the Company’s accounting policy and
specific accounting principles of             No major change
derivatives in the report period compared
to the previous report period

                                              Independent Directors expressed independent opinions on 2014 Hedging Derivative
                                              Investments Estimation as below: The foreign exchange trading for hedging purpose made
                                              by the Company in order to prevent exchange rate risk is based on reasonable estimation
                                              and current need for foreign exchange payment and collection. The business process is
Independent Directors’ opinions on           compliant with laws and regulations. There is almost no market risk, no performance risk
derivatives investment and risk control       and no impact on liquidity of the Company. The Company has established organization,
                                              business procedures, approval process and Internal Control Rules on Derivatives
                                              Investment for foreign exchange trading. We think the Company can improve foreign
                                              exchange risk management and prevent exchange rate risk through derivatives investment
                                              business.


VII. Researches, visits and interviews received in this report period

√Applicable Inapplicable
                                                                                                        Main discussion and materials
Time of reception Place of reception Way of reception           Visitor type         Visitor
                                                                                                          provided by the Company

                                                                                                  Would      the     Company      organize
                                                                               Shareholder with   another debt-to-equity voting? Would
Jul. 16, 2014       Wuhan                 By phone           Individual
                                                                               tradable shares    the     stock    trading   be   resumed
                                                                                                  successfully?



                                                                                                                                        13
                                                          2014 Quarterly Three Report of Wuhan Boiler Company Limited


                                                                                  The Company made profit in the first
                                                                                  half of the year. Would the operating
                                                               Shareholder with
Sep. 23, 2014   Wuhan            By phone         Individual                      results for the whole year turn out
                                                               tradable shares
                                                                                  good? Would the stock trading be
                                                                                  resumed successfully?


VIII. Impact on company consolidation financial statement from new or revised accounting
standards

 Applicable √ Inapplicable

IX. The confirmative opinion of all the Board Directors and Senior Management on
recognition of 2014 Quarterly Three Report

According to Article 68 of the Securities Law, all the Board Director and Senior Management of the Company
hereby confirm that 2014 Quarterly Three Report of the Company is authentic, accurate and complete without any
misstatement, misleading statement or material omission.

X. The opinion of the Board of Supervisors on 2014 Quarterly Three Report

After review, the Board of Supervisors is of the opinion that the procedure for the Board of Directors to prepare
and approve 2014 Quarterly Three Report is in accordance with laws, regulations and rules of China Securities
Regulatory Commission. The contents of 2014 Quarterly Three Report, truly, accurately and completely, reflect
real situation of the Company and there are no misstatements, misleading statements or material omissions.




                                                                                                                     14
                                                         2014 Quarterly Three Report of Wuhan Boiler Company Limited




                                    Section IV. Financial Statements

I. Financial statements

1. Consolidated balance sheet

Prepared by Wuhan Boiler Company Limited
                                                                                                  Unit: RMB Yuan
                  Item                        Closing balance                         Opening balance

Current assets:

  Monetary funds                                                89,848,819.35                        10,114,897.11

  Deposit reservation for balance

  Outgoing call loans

   Financial assets measured at fair
value and of which the changes are
recorded into the current gains and
losses

  Notes receivable                                              22,245,380.00                        15,000,000.00

  Accounts receivable                                           34,541,537.41                       221,376,068.36

  Prepayment                                                    68,451,597.05                        66,353,048.93

  Insurance receivables

  Reinsurance receivables

  Provision of reinsurance contract
reserve receivable

  Interest receivable

  Dividend receivable

  Other receivables                                             59,936,523.01                        58,418,447.82

  Financial assets purchased under
agreement to resell

  Inventories                                                   79,655,967.75                       134,413,065.46

  Assets held for sale

  Non-current assets due within 1-year

  Other current assets

Total current assets                                       354,679,824.57                           505,675,527.68

Non-current assets   :

                                                                                                                 15
                                            2014 Quarterly Three Report of Wuhan Boiler Company Limited


  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                                681,526,740.08                           705,316,090.85

  Construction in progress                      5,731,869.18                             2,245,077.87

  Engineering materials

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                            70,035,063.83                            73,865,912.61

  R&D expenses

  Goodwill

  Long-term deferred expenses

  Deferred income tax assets                   75,567,570.74                            52,533,127.61

  Other non-current assets                                                                  12,137.16

Total non-current assets                      832,861,243.83                           833,972,346.10

Total assets                                1,187,541,068.40                         1,339,647,873.78

Current liabilities:

  Short-term loans                          1,370,000,000.00                         1,629,200,000.00

  Loans from central bank

  Deposits received and held for others

  Call loans received

  Financial liabilities measured at fair
value and of which the changes are
recorded into the current gains and
losses

  Notes payable                                64,900,000.00

  Accounts payable                            284,999,816.14                           193,795,670.01

  Advance from customers                      835,228,720.46                           803,079,341.99

  Financial      assets      sold   under
agreements to repurchase



                                                                                                    16
                                                  2014 Quarterly Three Report of Wuhan Boiler Company Limited


  Fees and commissions payable

  Payroll payable                                    42,689,201.63                            47,064,533.78

  Taxes payable                                     -10,600,718.11                            -30,001,780.39

  Interest payable                                    2,156,100.00                            12,276,456.15

  Dividend payable                                      562,000.00                               562,000.00

  Other payables                                     35,891,415.11                            41,329,411.60

  Amount due to reinsurance

  Insurance contract provision

  Entrusted trading of securities

  Amount          payable      under   security
underwriting

  Liabilities held for sale

  Non-current liabilities due within
1-year

  Other current liabilities

Total current liabilities:                        2,625,826,535.23                         2,697,305,633.14

Non-current liabilities:

  Long-term loans

  Bonds payable

  Long-term payables

  Specific payables

  Provision for liabilities

  Deferred income tax liabilities

  Other non-current liabilities                       4,931,509.05                             5,051,752.88

Total non-current liabilities :                       4,931,509.05                             5,051,752.88

Total liabilities                                 2,630,758,044.28                         2,702,357,386.02

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                               -1,954,516,819.63                        -1,874,568,606.42


                                                                                                          17
                                                          2014 Quarterly Three Report of Wuhan Boiler Company Limited


  Total owners’ equity attributable to
                                                          -1,443,439,055.34                        -1,363,490,842.13
the Company

  Minority interests                                               222,079.46                             781,329.89

Total owners’ (or shareholders’) equity                 -1,443,216,975.88                        -1,362,709,512.24

Total    liabilities     &    owners’   (or
                                                           1,187,541,068.40                        1,339,647,873.78
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                    Closing balance                         Opening balance

Current assets:

  Monetary funds                                                 88,157,686.14                           8,554,186.69

   Financial assets measured at fair
value and of which the changes are
recorded into the current gains and
losses

  Notes receivable                                               22,245,380.00                        15,000,000.00

  Accounts receivable                                            34,541,537.41                       220,742,468.36

  Prepayment                                                     68,451,597.05                        66,353,048.93

  Interest receivable

  Dividend receivable

  Other receivables                                              60,410,062.60                        58,771,441.37

  Inventories                                                    79,655,967.75                       134,413,065.46

  Assets held for sale

  Non-current assets due within 1-year

  Other current assets

Total current assets                                        353,462,230.95                           503,834,210.81

Non-current assets     :
  Available-for-sale financial assets

  Investment held to maturity

  Long-term receivables



                                                                                                                   18
                                           2014 Quarterly Three Report of Wuhan Boiler Company Limited


  Long-term equity investment                 24,984,500.00                            24,984,500.00

  Investment property

  Fixed assets                               681,683,717.07                           705,473,067.84

  Construction in progress                     5,731,869.18                             2,245,077.87

  Engineering materials

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                           70,035,063.83                            73,865,912.61

  R&D expenses

  Goodwill

  Long-term deferred expenses

  Deferred income tax assets                  75,567,570.74                            52,533,127.61

  Other non-current assets                                                                 12,137.16

Total non-current assets                     858,002,720.82                           859,113,823.09

Total assets                               1,211,464,951.77                         1,362,948,033.90

Current liabilities:

  Short-term loans                         1,370,000,000.00                         1,629,200,000.00

  Financial liabilities measured at fair
value and of which the changes are
recorded into the current gains and
losses

  Notes payable                               64,900,000.00

  Accounts payable                           285,435,816.14                           194,231,670.01

  Advance from customers                     835,228,720.46                           803,079,341.99

  Payroll payable                             42,519,605.65                            46,894,937.80

  Taxes payable                              -10,600,718.11                            -30,001,780.39

  Interest payable                             2,156,100.00                            12,276,456.15

  dividend payable

  Other payables                              73,769,073.53                            79,014,270.02

  Liabilities held for sale

  Non-current liabilities due within
1-year

  Other current liabilities

Total current liabilities:                 2,663,408,597.67                         2,734,694,895.58



                                                                                                   19
                                                               2014 Quarterly Three Report of Wuhan Boiler Company Limited


Non-current liabilities:

  Long-term loans

  Bonds payable

  Long-term payables

  Specific payables

  Provision for liabilities

  Deferred income tax liabilities

  Other non-current liabilities                                       4,931,509.05                              5,051,752.88

Total non-current liabilities :                                       4,931,509.05                              5,051,752.88

Total liabilities                                              2,668,340,106.72                          2,739,746,648.46

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

  Preparation for ordinary risks

  Retained earnings                                           -1,968,147,815.90                         -1,888,071,275.51

Total owners’ (or shareholders’) equity                     -1,456,875,154.95                         -1,376,798,614.56

Total      liabilities     &     owners’    (or
                                                               1,211,464,951.77                          1,362,948,033.90
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 for the report period

Prepared by Wuhan Boiler Company Limited
                                                                                                        Unit: RMB Yuan
                         Item                      Jul.-Sept. 2014                           Jul.-Sept. 2013

I. Total sales                                                   184,927,280.14                            183,758,384.36

Including: Sales                                                 184,927,280.14                            183,758,384.36

                Interest income

                Earned Premium

                Commissions        and      fees


                                                                                                                          20
                                                    2014 Quarterly Three Report of Wuhan Boiler Company Limited


income

II. Total cost of sales                               298,006,960.95                           209,619,512.78

Including: Cost of sales                              174,253,719.87                           175,851,418.41

           Interest expense

           Commissions and fees

           Cash surrender value

           Claim expenses-net

           Provision for insurance
contract reserves-net

           Insurance policy dividend paid

           Reinsurance expense

           Business taxes and surcharges

           Distribution expenses                        4,704,653.52                             3,661,096.90

           Administrative expenses                      7,307,431.61                             7,908,532.97

           Financial costs                             24,662,171.49                            26,914,163.56

           Impairment loss                             87,078,984.46                             -4,715,699.06

  Add: gain/(loss) from change in fair
                                                          284,232.63                               455,805.09
value (“-” means loss)

           Gain/(loss) from investment
(“-” means loss)

           Including:       income           from
investment on associates and joint
ventures

           Foreign exchange difference
(“-” means loss)

III. Business profit (“-” means loss)              -112,795,448.18                            -25,405,323.33

  Add: non-business income                                886,620.59                               145,022.03

  Less: non-business expense                                                                        10,175.34

     Including: loss from non-current
asset disposal

IV. Total profit     (“-” means loss)              -111,908,827.59                            -25,270,476.64

  Less: income tax expense                            -23,209,404.96                               815,726.56

V. Net profit      (“-” means loss)                 -88,699,422.63                            -26,086,203.20

  Including: net profit achieved by the
merged parties before business mergers

  Attributable       to    owners       of    the     -88,162,852.31                            -26,094,844.19



                                                                                                            21
                                                          2014 Quarterly Three Report of Wuhan Boiler Company Limited


Company

  Minority shareholders’ income                                 -536,570.32                                   8,640.99

VI. Earnings per share                             --                                         --

  (I) Basic earnings per share                                         -0.30                                      -0.09

  (II) Diluted earnings per share                                      -0.30                                      -0.09

VII. Other comprehensive income

Including: Other comprehensive income
items that cannot be reclassified as
gains or losses in the subsequent
accounting periods

  Other comprehensive income items
that will be reclassified as gains or
losses in the subsequent accounting
periods as relevant requirements are
met

VIII. Total comprehensive income                            -88,699,422.63                            -26,086,203.20

      Attributable to owners of the
                                                            -88,162,852.31                            -26,094,844.19
Company

      Attributable to minority
                                                                 -536,570.32                                   8,640.99
shareholders


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 for the report period

Prepared by Wuhan Boiler Company Limited
                                                                                                   Unit: RMB Yuan
                   Item                      Jul.-Sept. 2014                            Jul.-Sept. 2013

I. Total sales                                              184,927,280.14                            183,758,384.36

  Less: Cost of sales                                       174,253,719.87                            175,851,418.41

      Business taxes and surcharges

      Distribution expenses                                     4,704,653.52                               3,661,096.90

      Administrative expenses                                   7,251,185.12                               7,878,944.85

      Financial costs                                          24,663,761.36                              26,915,666.14

      Impairment loss                                          87,153,843.41                              -4,509,699.06

  Add: gain/(loss) from change in fair                           284,232.63                                 455,805.09



                                                                                                                     22
                                                          2014 Quarterly Three Report of Wuhan Boiler Company Limited


value (“-” means loss)

       Gain/(loss) from investment (“-”
means loss)

       Including: income from investment
on associates and joint ventures

Ⅱ   . Business profit (“-” means loss)                  -112,815,650.51                            -25,583,237.79

     Add: non-business income                                   886,620.59                                145,022.03

     Less: non-business expense                                                                             5,081.00

       Including: loss from non-current
asset disposal

Ⅲ   . Total profit    (“-” means loss)                  -111,929,029.92                            -25,443,296.76

     Less: income tax expense                               -23,209,404.96                                815,726.56

Ⅳ   . Net profit     (“-” means loss)                    -88,719,624.96                            -26,259,023.32

Ⅴ   . Earnings per share                          --                                         --

     (I) Basic earnings per share                                    -0.30                                     -0.09

     (II) Diluted earnings per share                                 -0.30                                     -0.09

VI. Other comprehensive income

Including: Other comprehensive income
items that cannot be reclassified as
gains or losses in the subsequent
accounting periods

     Other comprehensive income items
that will be reclassified as gains or
losses in the subsequent accounting
periods as relevant requirements are
met

VII. Total comprehensive income                             -88,719,624.96                            -26,259,023.32


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 for Jan.-Sept. 2014

Prepared by Wuhan Boiler Company Limited
                                                                                                   Unit: RMB Yuan
                        Item                 Jan.-Sept. 2014                            Jan.-Sept. 2013

I. Total sales                                              681,825,439.66                            646,039,491.11




                                                                                                                  23
                                                 2014 Quarterly Three Report of Wuhan Boiler Company Limited


Including: Sales                                   681,825,439.66                           646,039,491.11

             Interest income

             Earned Premium

             Commissions         and      fees
income

II. Total cost of sales                            785,724,303.54                           705,541,287.04

Including: Cost of sales                           607,082,371.24                           625,391,472.31

           Interest expense

           Commissions and fees

           Cash surrender value

           Claim expenses-net

           Provision for insurance
contract reserves-net

           Insurance policy dividend paid

           Reinsurance expense

           Business taxes and surcharges                 6,820.58

           Distribution expenses                    12,366,623.58                            10,121,944.10

           Administrative expenses                  20,533,081.15                            20,968,024.67

           Financial costs                          70,196,285.14                            67,114,356.66

           Impairment loss                          75,539,121.85                            -18,054,510.70

  Add: gain/(loss) from change in fair
                                                      -875,329.47                             -2,091,490.37
value (“-” means loss)

           Gain/(loss) from investment
(“-” means loss)

           Including:       income        from
investment on associates and joint
ventures

           Foreign exchange difference
(“-” means loss)

III. Business profit (“-” means loss)           -104,774,193.35                            -61,593,286.30

  Add: non-business income                           1,236,830.69                             3,058,188.78

  Less: non-business expense                             4,544.11                                78,909.55

     Including: loss from non-current
                                                                                                 67,734.21
asset disposal

IV. Total profit     (“-” means loss)           -103,541,906.77                            -58,614,007.07

  Less: income tax expense                         -23,034,443.13                             3,919,100.95



                                                                                                         24
                                                              2014 Quarterly Three Report of Wuhan Boiler Company Limited


V. Net profit    (“-” means loss)                             -80,507,463.64                            -62,533,108.02

  Including: net profit achieved by the
merged parties before business mergers

  Attributable     to    owners       of   the
                                                                -79,948,213.21                            -62,533,731.21
Company

  Minority shareholders’ income                                     -559,250.43                                    623.19

VI. Earnings per share                                 --                                         --

  (I) Basic earnings per share                                             -0.27                                      -0.21

  (II) Diluted earnings per share                                          -0.27                                      -0.21

VII. Other comprehensive income

Including: Other comprehensive income
items that cannot be reclassified as
gains or losses in the subsequent
accounting periods

  Other comprehensive income items
that will be reclassified as gains or
losses in the subsequent accounting
periods as relevant requirements are
met

VIII. Total comprehensive income                                -80,507,463.64                            -62,533,108.02

      Attributable to owners of the
                                                                -79,948,213.21                            -62,533,731.21
Company

      Attributable to minority
                                                                     -559,250.43                                    623.19
shareholders


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 for Jan.-Sept. 2014

Prepared by Wuhan Boiler Company Limited
                                                                                                       Unit: RMB Yuan
                    Item                         Jan.-Sept. 2014                            Jan.-Sept. 2013

I. Total sales                                                  681,825,439.66                            646,039,491.11

  Less: Cost of sales                                           607,082,371.24                            625,391,472.31

      Business taxes and surcharges                                     6,820.58

      Distribution expenses                                        12,366,623.58                              10,121,944.10

      Administrative expenses                                      20,410,282.48                              20,931,721.74


                                                                                                                         25
                                                      2014 Quarterly Three Report of Wuhan Boiler Company Limited


       Financial costs                                   70,200,624.74                            67,118,553.69

       Impairment loss                                   75,226,657.67                            -18,004,846.36

     Add: gain/(loss) from change in fair
                                                           -875,329.47                             -2,091,490.37
value (“-” means loss)

       Gain/(loss) from investment (“-”
means loss)

       Including: income from investment
on associates and joint ventures

Ⅱ   . Business profit (“-” means loss)              -104,343,270.10                            -61,610,844.74

     Add: non-business income                             1,236,830.69                             3,058,188.78

     Less: non-business expense                               4,544.11                                73,815.21

       Including: loss from non-current
                                                                                                      67,734.21
asset disposal

Ⅲ   . Total profit    (“-” means loss)              -103,110,983.52                            -58,626,471.17

     Less: income tax expense                           -23,034,443.13                             3,919,100.95

Ⅳ   . Net profit     (“-” means loss)                -80,076,540.39                            -62,545,572.12

Ⅴ   . Earnings per share                      --                                         --

     (I) Basic earnings per share                                -0.27                                     -0.21

     (II) Diluted earnings per share                             -0.27                                     -0.21

VI. Other comprehensive income

Including: Other comprehensive income
items that cannot be reclassified as
gains or losses in the subsequent
accounting periods

     Other comprehensive income items
that will be reclassified as gains or
losses in the subsequent accounting
periods as relevant requirements are
met

VII. Total comprehensive income                         -80,076,540.39                            -62,545,572.12


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 for Jan.-Sept. 2014

Prepared by Wuhan Boiler Company Limited
                                                                                               Unit: RMB Yuan

                                                                                                              26
                                                            2014 Quarterly Three Report of Wuhan Boiler Company Limited


                      Item                       Jan.-Sept. 2014                          Jan.-Sept. 2013

1. Cash flows from operating activities

       Cash received from sales of goods
                                                               828,025,249.47                           450,824,601.80
or 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

       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 returned                                                26,186,725.95                            83,030,580.43

       Other cash received from operating
                                                                    2,380,073.90                             2,080,000.00
activities

Sub-total of cash inflow from operating
                                                               856,592,049.32                           535,935,182.23
activities

       Cash paid for goods and services                        254,614,312.86                           372,087,519.59

       Net increase of loans and advances

       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


                                                                                                                       27
                                                2014 Quarterly Three Report of Wuhan Boiler Company Limited


     Cash paid to and for employees               130,195,276.80                           126,584,746.39

     Cash paid for all types of taxes               9,525,944.55                             6,245,378.10

     Other     cash     paid    relating   to
                                                   38,806,048.22                            50,824,661.14
operating activities

Sub-total     of   cash      outflows   from      433,141,582.43
                                                                                           555,742,305.22
operating activities

Net cash flows from operating activities          423,450,466.89                            -19,807,122.99

2. 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             251,437.31                               564,650.00
long-term assets

     Net cash received from disposal of
subsidiaries and other operating units

     Other cash received relating to
                                                    1,417,606.10                               192,335.43
investing activities

Sub-total of cash inflows of investing
                                                    1,669,043.41                               756,985.43
activities

     Cash paid for acquisition of fixed
assets, intangible assets and other                 5,385,015.97                            16,855,476.65
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
                                                    1,615,047.74                               451,467.95
investing activities

Sub-total of cash outflows of investing
                                                    7,000,063.71                            17,306,944.60
activities

Net cash flow from investing activities            -5,331,020.30                            -16,549,959.17

3. Cash flows from financing activities

     Cash received from investment

     Including: cash received from
minority shareholders of subsidiaries


                                                                                                        28
                                                           2014 Quarterly Three Report of Wuhan Boiler Company Limited


     Cash received from borrowings                          1,044,800,000.00                           862,000,000.00

     Cash received from bonds issuing

     Other cash received relating to
financing activities

Sub-total of cash inflows of financing
                                                            1,044,800,000.00                           862,000,000.00
activities

     Cash     paid      for   repayment    of
                                                            1,304,000,000.00                           862,600,000.00
borrowings

     Cash paid for dividends, profit
                                                                  78,906,216.93                            64,339,050.00
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
                                                            1,382,906,216.93                           926,939,050.00
activities

Net cash flow from financing activities                      -338,106,216.93                           -64,939,050.00

4. Effect of foreign exchange rate
                                                                    -279,515.67                            -1,684,965.68
changes on cash and cash equivalents

5. Net increase in cash and cash
                                                                  79,733,713.99                       -102,981,097.84
equivalents

     Add: cash and cash equivalents at
                                                                   8,283,224.28                        131,071,052.35
the beginning of this period

6. Cash and cash equivalents at the end
                                                                  88,016,938.27                            28,089,954.51
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

8. Cash flow statement of the Company for Jan.-Sept. 2014
Prepared by Wuhan Boiler Company Limited
                                                                                                    Unit: RMB Yuan
                     Item                       Jan.-Sept. 2014                          Jan.-Sept. 2013

1. Cash flows from operating activities

     Cash received from sales of goods
                                                              827,898,889.04                           450,804,601.80
or rending of services

     Tax returned                                                 26,186,725.95                            83,030,580.43

     Other cash received from operating                            2,380,073.90                             2,080,000.00


                                                                                                                      29
                                                2014 Quarterly Three Report of Wuhan Boiler Company Limited


activities

Sub-total of cash inflow from operating
                                                  856,465,688.89                           535,915,182.23
activities

     Cash paid for goods and services             254,614,312.86                           372,087,519.59

     Cash paid to and for employees               130,195,276.80                           126,584,746.39

     Cash paid for all types of taxes               9,525,944.55                             6,245,378.10

     Other     cash     paid    relating   to
                                                   38,805,556.98                            50,824,661.14
operating activities

Sub-total     of   cash      outflows   from      433,141,091.19
                                                                                           555,742,305.22
operating activities

Net cash flows from operating activities          423,324,597.70                            -19,827,122.99

2. 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             251,437.31                               564,650.00
long-term assets

     Net cash received from disposal of
subsidiaries and other operating units

     Other cash received relating to
                                                    1,413,022.50                               187,804.40
investing activities

Sub-total of cash inflows of investing
                                                    1,664,459.81                               752,454.40
activities

     Cash paid for acquisition of fixed
assets, intangible assets and other                 5,385,015.97                            16,855,476.65
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
                                                    1,615,017.74                               451,133.95
investing activities

Sub-total of cash outflows of investing
                                                    7,000,033.71                            17,306,610.60
activities

Net cash flow from investing activities            -5,335,573.90                            -16,554,156.20

3. Cash flows from financing activities


                                                                                                        30
                                                   2014 Quarterly Three Report of Wuhan Boiler Company Limited


     Cash received from investment

     Cash received from borrowings                 1,044,800,000.00                           862,000,000.00

     Cash received from issuing bonds

     Other cash received relating to
financing activities

Sub-total of cash inflows of financing
                                                   1,044,800,000.00                           862,000,000.00
activities

     Cash     paid       for   repayment    of
                                                   1,304,000,000.00                           862,600,000.00
borrowings

     Cash paid for dividends, profit
                                                      78,906,216.93                            64,339,050.00
distribution or interest

     Other        cash    paid   relating   to
financing activities

Sub-total of cash outflows of financing
                                                   1,382,906,216.93                           926,939,050.00
activities

Net cash flow from financing activities             -338,106,216.93                            -64,939,050.00

4. Effect of foreign exchange rate
                                                        -279,515.67                             -1,684,965.68
changes on cash and cash equivalents

5. Net increase in cash and cash
                                                      79,603,291.20                          -103,005,294.87
equivalents

     Add: cash and cash equivalents at
                                                       6,722,513.86                           129,536,056.34
the beginning of this period

6. Cash and cash equivalents at the end
                                                      86,325,805.06                            26,530,761.47
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

II. Audit report

Is this report audited?
□   Yes     √    No
This report is not audited.




                                                                                                           31