1、 CSG HOLDING CO.,LTD.THE FIRST QUARTER REPORT 2012 Chairman of the Board:ZENG NAN April 2012 CSG HOLDING CO.,LTD.The First Quarter Report 2012-1-I Important Notes i The board of directors,the supervisory committee,all directors and supervisors and the senior executive of CSG Holding Co.,Ltd.(hereina
2、fter referred to as the Company)hereby confirm that there are no fictitious statements,serious misleading or important omissions information carried in this report,and shall take all responsibilities,jointly and severally,for the truthfulness,accuracy and completeness of the whole contents.ii The fi
3、rst quarter financial report of 2012 has not been audited by the public accountants.iii Chairman of the Board and CEO of the Company Mr.Zeng Nan,CFO Mr.Luo Youming,and Principle of the Financial Department Mr.Huang Yanbin hereby confirm that the Financial Report of the First Quarter Report 2012 is t
4、rue and complete.iv This Report is prepared both in Chinese and in English.Should there be any differences in interpretation of the contents between the two versions,the Chinese version shall prevail.II Company Profile i Main Accounting Data and Financial Indexes Unit:RMB 31 March 2012 31 December 2
5、011 Percentage of change Total assets 14,604,727,379 15,281,391,077-4.43%Total equity attributable to equity holders of the Company 7,031,788,720 6,911,117,984 1.75%Capital 2,075,837,060 2,075,837,060 0 Total assets per share for equity holders of the Company 3.39 3.33 1.80%The 1st quarter of 2012 T
6、he 1st quarter of 2011 Percentage of change Revenue 1,523,060,818 2,095,159,077-27.31%Net profit attributable to equity holders of the Company 121,231,046 415,307,904-70.81%Net cash flows from operating activities 257,286,802 408,163,940-36.96%Net cash flows from operating activities per share 0.12
7、0.20-40.00%Basic earnings per share(Note)0.06 0.20-70.00%Diluted earnings per share(Note)0.06 0.20-70.00%Weighted average return on equity 1.74%6.30%Decrease 4.56 percentage points Weighted average return on equity after extraordinary gains and losses 0.15%5.97%Decrease 5.82 percentage points Note:T
8、he financial data have been adjusted as new paid-in capital.CSG HOLDING CO.,LTD.The First Quarter Report 2012-2-Items of extraordinary gains and losses Applicable Inapplicable Unit:RMB Items of extraordinary gains and losses Amount at the 31 March 2012(from year-begin)Note Gains and losses on dispos
9、al of non-current assets-209,177 Government subsides recognized as gains and losses 52,593,781 Net income of Share Transfer 62,252,487 On 21 March 2012,share transfer of Guangzhou CSG was completed,investment income RMB 62,252,487 was recognized by the Company.Net value of other non-operating expens
10、es 6,404,473 Tax effects on extraordinary gains and losses-7,436,106 Extraordinary gains and losses of minority interests-3,020,601 Total 110,584,857-ii Total number of shareholders and particulars about the shares held by the top ten unrestricted shareholders at the end of the report period.Unit:Sh
11、are Total shareholders:266,178（Including:218,953 shareholders of A-share and 47,225 shareholders of B-share）Particulars about the shares held by the top ten unrestricted shareholders Name of shareholder Unrestricted shares held Share type China Northern Industries Corporation 75,167,934 A-share Xing
12、 Tong Chan Industrial Development(Shenzhen)Co.,Ltd.67,740,000 A-share Shenzhen International Holdings(SZ)Limited 65,430,000 A-share Bank of China-E-fund Shenzhen Security 100 ETF Securities Investment Fund 19,318,513 A-share Agriculture Bank of China-China Post Core Growth Shares Securities Investme
13、nt Fund 13,548,078 A-share Invesco Funds Series 5 13,273,758 B-share ICBC-Rongtong Shenzhen Security 100 Securities Investment Fund 12,877,880 A-share BBH A/C Vanguard Emerging Markets Stock Index Fund 12,436,803 B-share PICC Life Insurance Co.,Ltd.Dividend-Individual Insurance 11,224,226 A-share Gu
14、oTai JunAn Securities(HongKong)Limited 10,957,483 B-share III Significant events i Particulars and explanations about significant changes in main accounting statement and financial indexes Applicable Inapplicable CSG HOLDING CO.,LTD.The First Quarter Report 2012-3-Unit:RMB 0000 Note 31 March 2012 31
15、 December 2011 Amount of change Percentage of change Notes receivable 1 31,436 46,533-15,097-32%Accounts receivable 2 43,948 31,520 12,428 39%Other receivable 3 14,595 5,156 9,439 183%Other current assets 4 19,508 91,363-71,855-79%Notes payable 5 15,578 10,612 4,966 47%Employee benefits payable 6 7,
16、562 13,939-6,377-46%Interest payable 7 7,718 3,842 3,876 101%Other payables 8 16,614 88,665-72,051-81%Current portion of non-current liabilities 9 39,472 18,003 21,469 119%Other current liabilities 10 53 293-240-82%Note The 1st quarter of 2012 The 1st quarter of 2011 Amount of change Percentage of c
17、hange Revenue 11 152,306 209,516-57,210-27%Cost of sales 12 123,089 133,599-10,510-8%Selling and distribution expenses 13 4,657 6,945-2,288-33%Financial expenses 14 6,186 3,539 2,647 75%Investment income 15 6,225-6,225-Non-operating income 16 5,910 2,719 3,191 117%Income tax expense 17 2,765 9,217-6
18、,452-70%Notes:1.The decrease of notes receivable was because of cash received from maturity bill or payment of account of goods endorsed.2.The increase of accounts receivable was because of the increase of sales of some subsidiaries in the report period.3.The increase of other receivable was because
19、 equity transfer of Guangzhou CSG was completed in the report period,the balance of receivable of equity transfer amount was recognized by the Company in line with the contract.4.The decrease of other current assets was because assets of Guangzhou CSG was calculated as assets ready for sale last yea
20、r.In the report period,the equity transfer of Guangzhou CSG was completed and led to the decrease of with assets ready for sales.5.The increase of notes payable was because settlement amount paid to suppliers increased in way of bank acceptance bill from subsidiary of the Company.6.The decrease of e
21、mployee benefits payable was because the bonus fund of management and year-end bonus of employees that attributable to last year have been paid by the Company in the report period.7.The increase of interest payable was because interest payable of short-term commercial paper and bonds interest withdr
22、ew by the Company was not yet due to payment.8.The decrease of other payables was because equity transfer of Guangzhou CSG was completed in the report period,and equity transfer amount received in prior-period has transfer-out from item of other account payable.9.The increase of current portion of n
23、on-current liabilities was because of the increase of long-term loans due within one year.10.The decrease of other liabilities was because part items of quality margins of products recorded in previous years from Tianjin CSG Architectural Glass Co.,Ltd.,a subsidiary of the Company,have been settled
24、in the report period.11.The decrease of revenue was because the sales volume decreased in the report period and partial products price lower than the same period of last year.CSG HOLDING CO.,LTD.The First Quarter Report 2012-4-12.The decrease of cost of sales was because of decline of the sales.13.T
25、he decrease of selling and distribution expenses was because architecture glass industry of the Company executed tow-vote sales contract in the report period,transportation expenditures of sales were undertaken by the clients.14.The increase of financial expenses was because the scale of borrowing a
26、nd average interest rate has increased compare with the same period of last year.15.The increase of investment income was because of the income from equity transfer of Guangzhou CSG,a subsidiary of the Company.16.The increase of non-operating income was because the government supporting grant was re
27、ceived by Yichang CSG Silicon Co.,Ltd.,a subsidiary of the Company,in the report period.17.The decrease of income tax expense was because the decrease of before tax profit in the report period.ii Analysis and explanation of significant events and their influence and solutions(i)Particular about Qual
28、ified Opinion Applicable Inapplicable(ii)Particular about fund offered to shareholder or its related parties by the Company and external guarantee with procedure violation Applicable Inapplicable(iii)Particular about the significant contract of routine operation signed and implemented Applicable Ina
29、pplicable(iv)Others Applicable Inapplicable A.Proceeding of option incentive According as Restricted A Shares Incentive Plan(hereinafter referred to Incentive Plan)approved by Shareholders General Meeting,the Company issued 49.14 million restricted A-shares through private offering in total to 244 s
30、pecific employees privately in July 2008,at price of RMB 8.58 per share.The raised fund is RMB 421,621,200.(a)On 18 June 2009 and 20 January 2010,the Company has bought back and wrote off total 14,407,500 restricted A shares respectively.Among these,12,062,500 restricted A shares have been bought ba
31、ck and wrote off because the achievement index of the Company 2008 didn t satisfied unlocking conditions,2,345,000 restricted A shares have been bought back and wrote off because 22 former incentive staffs resigned and didn t accord with the qualification of incentive plan.(b)On 13 May 2010,the Comp
32、any implemented 2009 Annual Profit Distribution Plan,namely sending RMB 3.50(tax included)in cash for every 10 shares to all shareholders,and provided share capital converted from capital reserves with 7 shares increased for each 10 shares at the same time.The amount of incentive restricted A shares
33、 add from 34,732,500 shares to 59,045,250 shares.On 26 March 2010,the 13th meeting of the 5th Board of Directors examined and considered that the Phase II restricted shares held by incentive staffs satisfied unlocking conditions according to the regulations of Restricted A Shares Incentive Plan.On 2
34、5 June 2010,there was total 19,035,750 restricted A shares held by 214 incentive staffs met unlocking conditions and has been listed for trading.(c)On 30 July 2010 and 28 January 2011,the Company has bought back and wrote off total of 2,439,500 restricted A shares respectively because 14 former ince
35、ntive staffs had resigned and didn t accord with the qualification of incentive plan.(d)On 18 March 2011,the 20th meeting of the 5th Board of Directors examined and considered that the Phase III restricted shares held by incentive staffs satisfied unlocking conditions according to the regulations of
36、 Restricted A Shares Incentive Plan.On 24 June 2011,there was total 18,632,000 restricted A shares held by 206 incentive staffs met qualification of unlock and has been listed for trading.(e)On 14 October 2011,the Company has bought back and wrote off total 306,000 restricted A shares respectively b
37、ecause there were 2 former incentive staffs had resigned and didn t accord with the qualification of incentive plan.(f)At present,the amount of 501,500 restricted A-shares held by 12 original incentive staffs still are in the process of CSG HOLDING CO.,LTD.The First Quarter Report 2012-5-buying back
38、 and writing off.Details of the aforesaid can be found in relevant notices published on China Securities Journal,Securities Times,Hong Kong Wen Wei Po and Juchao Information website()dated 19 June 2009 as well as published on China Securities Journal,Securities Times,Hong Kong Commercial Daily and J
39、uchao Information website()dated 22 January 2010,26 May 2010,24 June 2010,31 July 2010,29 January 2011,22 March 2011,16 April 2011,23 June 2011,15 October 2011,20 January 2012 and 27 March 2012.B.Corporate bonds Approved by the 2nd Extraordinary Shareholders General Meeting 2009,the Company offered
40、corporate bond on 25 October 2010 with amounts of RMB 2 billion in total.The bond had two products with 5-year and 7-year,in which product I of 5-year with RMB 1 billion issuance scale and product II of 7-year with RMB 1 billion issuance scale.Meanwhile,attached with option of up-regulate coupon rat
41、e of issuer and re-sale option of investors for the product II.On 10 November 2010,the corporate bond was listed for trading in Shenzhen Stock Exchange with fixed annual coupon rate of 5.33%within five-years of duration.Short name for 5-year product was 10 CSG 01(code 112021)while 7-year product was
42、 10 CSG 02(code 112022).Closing date for trading will be 20 October 2015 and 20 October 2017 respectively(notice of the Company disclosed shall prevail).More details can be found in Notice of Issuance Results on Company Bond 2010 published at China Securities Journal,Securities Times,Hong Kong Comme
43、rcial Daily and Juchao Website()dated 26 October 2010.According to the track rating from CCXR in 2011,the Company gained AA+for subject credit rating,expectation rating is stable;bond credit rating of this period was AA+.On 20 October 2011,the initial interests in period of interest-bearing for corp
44、orate bond were paid by the Company.The Company will continuously guarantee debt servicing ability by solid development of own business in the future.C.Non-public issue of A stock expired Relevant proposals of Non-public Issue of A-stock for Year 2011 was approved in 2nd Extraordinary Shareholders G
45、eneral Meeting 2011 dated on 7 April 2011,and agreed that the Company could issued no more than 0.25 billion A-stock through private placement.The resolution for the aforesaid proposals would be valid within 12 months since date of approval in Shareholders General Meeting of the Company.The plan of
46、non-public offering of A-stock was automatically terminated due to valid period expired on 7 April 2012.More details could be found in relevant notice published on China Securities Times,Securities Journal,Hong Kong Commercial Daily and Juchao Website()dated 8 April 2011 and 7 April 2012.D.Short-ter
47、m financing bond On 15 April 2011,the Annual Shareholders General Meeting of the Company approved the proposal of issuing short-term financing bond.The meeting agreed the Company to apply for issuing short-term financing bond with limit of RMB0.7 billion.On 5 August 2011,the registration committee o
48、f Chinese inter-bank market dealers association held the 34th registration meeting of 2011,decided to accept the registration of short-term financing bills with total amount of RMB 0.7 billion and expiry on 12 August 2013.The short-term financing bills co-lead managed by China Construction Bank Co.,
49、Ltd.and China Merchants Bank Co.,Ltd.,publicly issue to institutional investors of China s inter-bank bond market by bookkeeping,book building,centralizing placement,and could be issued by stages within the valid period of registration.On 15 September 2011,the Company successfully issued short-term
50、financing bills with total amount of RMB 0.7 billion and deadline of 365 days;please refer to relevant information on and.E.Particular about changes of consolidation range in the report period Equity transfer of Guangzhou CSG Glass Co.,Ltd.was completed in March 2012,and reckoned out of the consolid
