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1、-,-,Weifu High-Technology Group Co.,Ltd.,The Third Quarterly Report for 2012(Full-text),THE THIRD QUARTERLY REPORT FOR 2012I.Important NotesBoard of Directors and the Supervisory Committee of Weifu High-Technology Group Co.,Ltd.(hereinafter referred to as the Company)and its directors,supervisors an
2、d senior executives herebyconfirm that there are no any fictitious statements,misleading statements,or important omissionscarried in this report,and shall take all responsibilities,individual and/or joint,for the reality,accuracy and completion of the whole contents.All directors of the Company are
3、attended the Meeting for quarterly report deliberation.Chen Xuejun,Principal of the Company;Ou Jinbin,Person in Charge of Accounting Work;OuJianbin,Person in Charge of Accounting Organization(Accounting Officer)hereby confirm that theFinancial Report of the Third Quarterly Report is true and complet
4、e.II.Company Profile(I)Major accounting data and financial indexesWhether retroactive adjusted on previous financial report or not,Yes,No,Not applicable,Increase/decrease in this,2012.9.30,2011.12.31,period-end over period-endof last year(%),Total assets(RMB)Owners equities attributable to the share
5、holders oflisted company(RMB)Share capital(Share)Net assets per share attributable to the shareholdersof listed company(RMB/Share),10,629,402,367.668,362,939,630.54680,133,995.0012.30,7,929,217,436.195,064,060,401.35567,275,995.008.93,34.05%65.14%19.89%37.74%,July-September of2012,Increase/decreaseo
6、ver the sameperiod of the lastyear(%),January-September of2012,Increase/decreaseover the sameperiod of the lastyear(%),Total operating income(RMB),1,041,474,977.31,-11.55%3,664,216,111.31,-17.75%,Net profit attributable to the shareholders of listedcompany(RMB)Net cash flow arising from operating ac
7、tivities(RMB)Net cash flow arising from operating activities pershare(RMB/Share)Basic earnings per share(RMB/Share)Diluted earnings per share(RMB/Share)Weighted average return on equity(%)Weighted average return on equity after deductingnon-recurring gains and losses(%),-,162,685,279.780.240.241.96%
8、1.78%,-,-22.89%-35.14%-35.14%-2.70%-2.88%,608,966,454.76956,097,847.361.410.930.938.08%7.86%,-28.83%532.42%422.22%-38.41%-38.41%-11.14%-11.24%,Items and amount with non-recurring gains/losses deductedApplicable Not applicable,ItemGains and losses from disposal of non-current assetsTax refund or exem
9、ption out of authorization,with absence of official approvaldocument or accidentallyGovernmental subsidy calculated into current gains and losses(while closely relatedwith the normal business of the Company,excluding the fixed-amount or,Amount from year-beginto period-end(RMB)3,150,101.451,915,900.0
10、0,Note,fixed-proportion governmental subsidy according to the unified national standard)Fund occupation expenses received from non-financial enterprises that reckon intocurrent gains/losses1,Weifu High-Technology Group Co.,Ltd.,The Third Quarterly Report for 2012(Full-text),Income occurred when inve
11、stment cost paid by enterprise for obtaining subsidiaries,associates and joint ventures are lower than its share in fair value of net realizableassets of invested unitsGains and losses from exchange of non-monetary assetsGains and losses from entrusted investment or management assetsVarious asset im
12、pairment reserve provided for force majeure,such as natural disasterGains/losses from debt reorganizationReorganization expenses,such as expenditure for allocation of employees andintegration feeGains and losses from excess of transaction which are conducted on anon-fair-valued basis over its fair v
13、alueCurrent net gains and losses of subsidiaries occurred from combination under thesame control commencing from period-begin to combination dateGains and losses from contingent events which has no relation with normal businessof the CompanyGains and losses from change of fair values of held-for-tra
14、nsaction financial assets,and financial liabilities except for the effective hedge business related to normalbusiness of the Company,and investment income from disposal of transactionalfinancial assets and liabilities and financial assets available for saleReversal of impairment reserve for account
15、receivable with separate impairmenttestinggains/losses from external entrustment loansGains and losses arising from change of fair value of investment properties whosefollow-up measurement are at fair valueAffect upon current gains/losses arising from the one-off adjustment in subject torequirement
16、of laws and rules in relation to taxation and accountingIncome from entrusted custody operationOther non-operating income and expenditure except the abovementionedOther item that satisfied the definition of non-recurring gains and lossesInfluenced amount of minority shareholders equityImpact on inco
17、me tax,16,597,777.7815,800.46-869,202.82-3,418,394.11,Total,17,391,982.76,-,Explanation on“Other item that satisfied the definition of non-recurring gains and losses”and definednon-recurring gains and losses as recurring gain/loss according to natures and characteristic of self-operationstatus,Item,
18、Amount involved(RMB),Note,(II)Total shareholders at period-end and top ten shareholders,Total number of shareholdersat the end of report periodParticulars about the shares held by the top ten shareholders with unrestricted conditions,32,058,Shareholders,Amount of unrestrictedshares held atperiod-end
19、,Type/amount of sharesType Amount,Wuxi Industry Development Group Co.,Ltd.China Construction BankFullgoal Tianbo Innovation ThemeStock Securities Investment Fund,56,727,600 RMB common share21,865,679 RMB common share,56,727,60021,865,679,ROBERT BOSCH GMBHGAOLING FUND,L.P.,18,387,20012,502,715,Domest
20、ically listedforeign shareDomestically listedforeign share,18,387,20012,502,715,Agriculture Bank of China Changsheng Tongde Theme Growth,10,009,855 RMB common share,10,009,855,2,Weifu High-Technology Group Co.,Ltd.Stock Securities Investment Fund,The Third Quarterly Report for 2012(Full-text),China
21、Construction Bank Yinhua Core Value Selected StockInvestment Fund,9,549,938 RMB common share,9,549,938,GUOTAI JUNAN SECURITIES(HONGKONG)LIMITED,9,426,866,Domestically listedforeign share,9,426,866,China Construction Bank Huaxia Advantage Growth StockSecurities Investment Fund,9,381,079 RMB common sh
22、are,9,381,079,DRAGON BILLION CHINA MASTER FUND,9,298,922,Domestically listedforeign share,9,298,922,Bank of Communications Fullgoal Tianyi Value Stock InvestmentFund,7,868,490 RMB common share,7,868,490,Explanation on shareholdersIII.Significant events(I)Particulars about material changes in items o
23、f main accounting statement and financialindex,and explanations of reasons,Applicable,Not applicable,Monetary fund:219.39%growth at period-end over that of year-begin;mainly due to the fund raising inprivately offering in this year.Other current assets:1959.86%growth at period-end over that of year-
24、begin mainly due to the trust financingcapital in this year.Financial assets available for sale:RMB 250.77 million more at period-end than that of year-begin,mainlydue to the privately offering share of SDEC subscribe in this period.Investment held to maturity:RMB 449 million more at period-end than
25、 that of year-begin,mainly due to thetrust financial products purchased in this period.Short-term loans:RMB 495 million less at period-end than that of year-begin,mainly because part of theraising fund in privately offering in this period are supplemented the current capital for bank loans paid.Note
26、 payable:46.75%growth at period-end over that of year-begin mainly because Weifu Jingning has anew settlement business as note payable.Taxes payable:82%down at period-end over that of year-begin mainly because last years enterprise incometax was collected for paid in this period.Deferred income tax
27、liability:RMB 7.6512 million more at period-end than that of year-begin,mainlybecause the privately offering share of SDEC were subscribe by the Company,and the variation of fair valuecalculated at closing price are recognized as deferred income tax correspondingly.Capital reserve:RMB 2781.095 milli
28、on more at period-end than that of year-begin,mainly because theprivately offering in this period,and the share premium increased correspondingly.Sales expenses:77.25%growth at period-end y-o-y mainly due to the growth of three-guarantee expenses.Financial expenses:IT is a considerable decrease at p
29、eriod-end y-o-y mainly because bank loans were paid inthis period,interest expenses reduce correspondingly;meanwhile,bank interest income growth due to theincrease of monetary fund.Investment income:27.67%down at period-end y-o-y mainly because being affected by automobile industry,profit from Bosch
30、 Diesel and Zhonglian Auto Electronic Co.,Ltd shows a declined y-o-y.3,Weifu High-Technology Group Co.,Ltd.,The Third Quarterly Report for 2012(Full-text),(II)Progress of significant events,their influences,and analysis and explanation of theirsolutions1.Qualified opinionApplicable Not applicable2.P
31、articular about fund offers to controlling shareholders or associated parties and externalguarantee that against the regulation.Applicable Not applicable3.Particular about signing and implementation on significant contracts of ordinarymanagement.Applicable Not applicable4.OtherApplicable Not applica
32、ble(III)Commitments made by the Company or shareholders holding above 5%shares of theCompany in reporting period or extending to reporting period.,Applicable,Not applicable,Commitments,Accepter,Contents,Commitm Commitm Implemenent date ent term tation,Non-circulating shares of Weifu Hi-tech held by
33、Weifu,Commitments for Wuxi IndustryShare Merger Development GroupReform Co.,Ltd.,Group could not listed or transferred within 60 monthssince possessing of listing right.After the expiry of thecommitment period,original non-circulating shareswould be listed for sale in Shenzhen Stock Exchange,the pro
34、portion of sales volume to total share equity of 2006-04-0Weifu Hi-tech could not exceed 5%within 12 months 5as well as 10%within 24 months,and sales price oughtnot to less than RMB 10 per share(the lowestimpairment price of shares holding would be calculatedex-right at the same time if share price
35、ought to ex-right,Thecommitment wasbeingfulfilledwithoutholdings-reducingshares.,according to regulation).Commitments inreport ofacquisition orequity changeCommitments inassets replacement,Commitmentsmade in issuingOthercommitments formedium and smallshareholders,Wuxi IndustryDevelopment GroupCo.,Lt
36、d.andROBERT BOSCHGMBHWuxi IndustryDevelopment GroupCo.,Ltd.,The privately offering of the Company totally issue112,858,000 A-shares to largest shareholder WuxiIndustry Group and foreign strategy investor ROBERT 2012-02-2BOSCH GMBH.The above said shares are listed for 9trading in Shenzhen Stock Excha
37、nge since 29 February2012 with 36-month restrictionIn order to promote the listed companys steady andhealthy development,fully mobilize senior executivesso as to ensure to combine the interests of thegovernance and shareholders of the Company,WeifuIndustry Group committed:after Weifu High-techfinish
38、ing Share Merger Reform,under relatedregulations of the state and Wuxi government in termsof governance encouragement system of listedcompany,the Group would the stock incentive plan formanagement level of Weifu High-tech.,36 months,ImplementingThecommitment ofarrangeforexcitationmechanism is beingi
39、mplemented,and,4,1,-,-,Weifu High-Technology Group Co.,Ltd.,The Third Quarterly Report for 2012(Full-text)would beperformedsincerelatedpolicy isreleased.,Completed ontime or not,Yes No Not applicable,Detail reasons forun-complementand further planWhether made apromise tohorizontalcompetition and Yes
40、 No Not applicablerelatedtransactions thatresulted or notSolution termpromisedSolution wayComplementation(IV)Estimation of operation performance for year of 2012Estimation of accumulative net profit from the beginning of the year to the end of next report period to be lossprobably or the warning of
41、its material change compared with the corresponding period of the last year andexplanation of reason,Applicable,Not applicable,(V)Particulars about other significant events which needed explanations1.Particular about security investment,Applicable,Not applicable,Serial Type,StockCode,Stock Name,Init
42、ial investmentcost(RMB),Amount held atperiod-end(Share),Ending book value(RMB),Ratio in totalsecurityinvestment atperiod-end(%),Gains andlosses duringreport period(RMB),Stock 600841,SDEC,199,208,000.00,23,680,000,250,771,200.00,100%,740,000.00,Other security investment held atperiod-end,Gains/losses
43、 of security investment soldin report periodTotal,-199,208,000.00,-,-250,771,200.00 100%,-,740,000.00,Date for disclosure of approval by theBoard,2012-03-24,Date for disclosure of approval by theShareholders MeetingExplanation on security investmentThe 23rd meeting of the sixth board of directors of
44、 the Company discussed to participate in subscription of SDECnon-public issuing stock A,subscribe SDEC non-public issuing stock of 14.80 million shares by 13.46 Yuan pershare,occupying 2.72%of total stock.The Company promised not to transfer within 12 months after thissubscription,the restricted sto
45、ck trade period is from 23rd,March,2012 to 22nd,March,2013.SDEC implemented 2011 annual profit distribution and capitalization of capital reserves program on 4th,June,2012(Assign cash 0.50 Yuan per 10 shares,every 10 shares increase by 6 shares after transferring).The Companyholds 23.68 million shar
46、es of SDEC at the end of report period.5,Weifu High-Technology Group Co.,Ltd.2.Particulars about derivatives investment,The Third Quarterly Report for 2012(Full-text),Applicable,Not applicable,3.Particulars about the positions of derivatives investment at the end of report period,Applicable,Not appl
47、icable,4.Registration form of receiving research,communication and interview in the report period,Date2012-07-132012-07-16,PlaceConference roomConference room,WayField researchField research,TypeInstitutionInstitution,ObjectMinsheng SecurityGuodu Security,Content discussed anddocuments providedAnaly
48、sis on market of2012Analysis on market of2012,5.Corporate bond issuanceWhether corporate bond issued or not Yes NotIV.Appendix(I)Financial statementWhether consolidated statement or not:Yes NoUnless otherwise,currency for this statement refers to CNY(RMB)1.Consolidated Balance Sheet,Prepared by Weif
49、u High-Technology Group Co.,Ltd.,Unit:RMB,ItemsCurrent assets:Monetary fundsSettlement provisionsCapital lentTransaction finance assetNotes receivableAccounts receivableAccounts paid in advanceInsurance receivableReinsurance receivablesContract reserve of reinsurance receivableInterest receivableDiv
50、idend receivableOther receivablesPurchase restituted finance assetInventoriesNon-current asset due within one yearOther current assetsTotal current assets,Balance at period-end2,730,914,003.39919,972,616.771,008,255,172.40133,506,106.8713,220,000.002,040,000.008,667,519.15776,565,714.03210,827,536.1
