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1、CSG HOLDING CO.,LTD.,THE THIRD QUARTER REPORT 2012,Chairman of the Board:,ZENG NAN,October 2012,-,-,CSG HOLDING CO.,LTD.,THE THIRD QUARTER REPORT 2012,THE THIRD QUARTER REPORT 2012I.Important NoteBoard of Directors and the Supervisory Committee of CSG Holding Co.,Ltd.(hereinafter referred to as theC
2、ompany)and its directors,supervisors and senior executives hereby confirm that there are no any fictitiousstatements,misleading statements,or important omissions carried in this report,and shall take all responsibilitiesjointly and severally,for the truthfulness,accuracy and completeness of the whol
3、e contents.All the directors are present the meeting of the Board for deliberating the Third Quarter Report of the Company inperson.The third quarter financial report of 2012 has not been audited.Chairman of the Board&CEO of the Company Mr.Zeng Nan,CFO Mr.Luo Youming and principle of thefinancial de
4、partment Mr.Huang Yanbing hereby confirm the truthfulness and completeness of the FinancialReport in the Third Quarter Report of 2012.This report is prepared both in Chinese and English.Should there be any inconsistency between the Chinese andEnglish versions,the Chinese version shall prevail.II.Com
5、pany Profile(I)Main accounting data and indicesWhether retrospective adjustment has been carried out on financial reports of previous periods or not,Yes,No,Non-applicable,30 September 2012,31 December 2011,Increase/decrease(%),Total assets(RMB)Owners equity attributable to shareholders of thelisted
6、company(RMB)Share capital(Share)Net assets per share attributable to shareholder oflisted company(RMB/Share),14,789,459,5486,943,464,4222,075,335,5603.35,15,281,391,0776,911,117,9842,075,837,0603.33,-3.22%0.47%-0.02%0.60%,Increase/DecreaseThe 3rd quarter of Increase/Decrease in From 1 January in com
7、parison withcomparison with the to 30 September2012 the same period ofsame period of 2011 20122011,Total business revenue(RMB)Net profit attributable to shareholders of the listedcompany(RMB)Net cash flow arising from operatingactivities(RMB)Net cash flow per share arising from operatingactivities(R
8、MB/Share)Basic earnings per share(RMB/Share)Diluted earnings per share(RMB/Share)Weighted average ROE(%)Weighted average ROE after deductingnon-recurring gains/losses(%),-,1,947,809,464156,677,4760.080.082.27%2.09%,-,-5.80%-42.49%-38.46%-38.46%Decrease 1.84percentage pointsDecrease 1.79percentage po
9、ints,5,293,059,949402,770,6611,382,917,6310.670.190.195.83%3.84%,-18.65%-63.72%12.28%13.56%-64.15%-64.15%Decrease 10.93percentage pointsDecrease 12.11percentage points,-1-,360,000,CSG HOLDING CO.,LTD.Non-recurring items deducted and amountsApplicable Non-applicable,THE THIRD QUARTER REPORT 2012,Item
10、sGains and losses from disposal of non-current assetsTax refund or exemption approved out of authorization,or without officialapproval documentGovernmental subsidy calculated into current gains and losses(excludingthe fixed-amount or fixed-proportion governmental subsidies closelyrelated to the busi
11、ness of the company according to the unified nationalstandard)Fund occupation expenses received from non-financial enterprises thatreckon into current gains/lossesIncome occurred when investment cost paid by enterprise for obtainingsubsidiaries,associates and joint ventures are lower than its share
12、in fairvalue of net realizable assets of invested unitsGains and losses from exchange of non-monetary assetsGains and losses from entrusted investment or management assetsVarious asset impairment reserve provided for force majeure,such asnatural disaster;Gains/losses from debt reorganizationReorgani
13、zation expenses,such as expenditure for allocation of employeesand integration feeGains and losses from excess of transaction which are conducted on anon-fair-valued basis over its fair valueCurrent net gains and losses of subsidiaries occurred from combinationunder the same control commencing from
14、period-begin to combination dateGains and losses from contingent events which has no relation with normalbusiness of the CompanyGains and losses from change of fair values of held-for-transactionfinancial assets and financial liabilities except for the effective hedgebusiness related to normal busin
15、ess of the Company,and investmentincome from disposal of transactional financial assets and liabilities andfinancial assets available for saleReversal of impairment reserve for account receivable with separateimpairment testinggains/losses from external entrustment loansGains and losses arising from
16、 change of fair value of investment propertieswhose follow-up measurement are at fair valueAffect upon current gains/losses arising from the one-off adjustment insubject to requirement of laws and rules in relation to taxation andaccountingIncome from entrusted custody operationOther non-operating i
17、ncome and expenditure except the abovementionedOther item that satisfied the definition of non-recurring gains and lossesInfluenced amount of minority shareholders equityImpact on income taxTotal,Amount from the beginning of year tothe end of the report period(RMB)4,589,28777,908,00211,996,08362,252
18、,488-5,137,579-14,128,210137,840,071,Note-,Statement of the Company on“Other gain/loss items satisfying the definitions of non-recurring gain/loss accounts”and thenon-recurring items defined as recurring items according to the nature and characteristics of the businesses.,ItemNet income from equity
19、transfer,Amount involved(RMB)62,252,488,NoteOn 21 March 2012,Guangzhou CSG wascompleted its equity transfer procedures,RMB62,252,488 was recognized as investment income,for the Company.-2-,CSG HOLDING CO.,LTD.,THE THIRD QUARTER REPORT 2012,(II)Total of shareholders at the end of the report period an
20、d particulars about the shares held by the topten shareholdersTotal of shareholders at the end of the report period 249,622Particulars about shares held by the top ten unrestricted shareholders,Amount of,Share type and amount,Name of shareholderChina Northern Industries CorporationXin Tong Chan Indu
21、strial Development(Shenzhen)Co.,Ltd.Shenzhen International Holdings(Shenzhen)Co.,Ltd.Bank of China E-fund Shenzhen 100 Exchange-traded SecuritiesInvestment FundICBCRongtong Shenzhen 100 Index Securities Investment fundBBH A/C Vanguard Emerging Markets Stock Index FundChina Minsheng BankYinhua Shenzh
22、en 100 Index Grading SecuritiesInvestment FundPICCTradition-common insurance productsPICCdividend-individual insuranceBank of ChinaFranklin Templeton Sealand Potential CombinationsStock-type Investment Securities Fund,unrestricted sharesheld at the end ofthe report period75,167,93467,740,00065,430,0
23、0019,464,92213,910,93712,809,63812,741,63211,600,38511,224,22610,958,204,Share typeA-shareA-shareA-shareA-shareA-shareB-shareA-shareA-shareA-shareA-share,Amount75,167,93467,740,00065,430,00019,464,92213,910,93712,809,63812,741,63211,600,38511,224,22610,958,204,Among shareholders as listed above,the
24、2nd and the 3rdshareholders are holding enterprises of Shenzhen,Statement on associated relationship or consistent action among the aboveshareholders:,International Holdings Co.,Ltd.Except for this,It isunknown whether other shareholders belong to relatedparty or have associated relationship regulat
25、ed by the,Management Regulation of Information Disclosure onChange of Shareholding for Listed Companies.III.Significant Events(I)The situation and causes for the substantial changes of the main items in the accounting statements andfinancial indicesApplicable Non-applicableUnit:RMB0000,Note,30 Septe
26、mber 2012,31 December 2011,Increased/Decreased amount,Rate,Notes receivablePrepaymentOther account receivableOther current assetConstruction in processR&D expenseNotes payableEmployees wage payableInterest payableOther account payable,(1)(2)(3)(4)(5)(6)(7)(8)(9)(10),24,7979,1498,10716,446298,4641,34
27、529,1439,15410,82217,848,46,5335,3955,15691,363171,3443,06910,61213,9393,84288,665,-21,7363,7542,951-74,917127,120-1,72418,531-4,7856,980-70,817,-47%70%57%-82%74%-56%175%-34%182%-80%,-3-,(1),(2),(3),(4),(5),(6),(7),(8),(9),(10),(11),(12),(13),(14),(15),(16),(17),(18),(19),CSG HOLDING CO.,LTD.,THE TH
28、IRD QUARTER REPORT 2012,Non-current liability due in1 year,(11),38,220,18,003,20,217,112%,Deferredliability,income,tax,(12),3,077,4,409,-1,332,-30%,Note,From 1 January to30 September 2012,From 1 January to 30September 2011,Increased/Decreased amount,Rate,Business incomeBusiness costFinancial expense
29、sAsset impairment lossInvestment gainsnon-operational incomeIncome tax expenses,(13)(14)(15)(16)(17)(18)(19),529,306409,82219,3532396,2619,6049,499,650,628432,24110,5836155706,58725,865,-121,322-22,4198,770-3765,6913,017-16,366,-19%-5%83%-61%998%46%-63%,Notes:The decrease of notes receivable was mai
30、nly resulted from notes matured for cash and endorsement used for payment forgoods.The increase of the prepayment was mainly resulted from the increase of prepayment for payment for goods andequipment payment.The increase of other receivables was mainly because of the increase of export tax rebate o
31、f the Companys subsidiaries aswell as the increase of receivable balance according to the terms of the contract confirmation resulted from equity transferprocedures of Guangzhou CSG Glass Co.,Ltd completed in the report period.The decrease of other current assets was mainly resulted from the assets
32、owned by Guangzhou CSG Glass Co.,Ltd.whichwere reclassified as held for sale last year decreased because the share transfer procedures have been completed before theend of the report period.The increase of construction in progress was mainly because fixed assets with technical improvement of product
33、ion line insome subsidiaries transferred to constructions in progress.The decrease of development expenditure was mainly due to R&D expenses transferred to intangible assets or expenseexpenditure.The increase of notes payable was mainly due to the increase of payment for the suppliers by bank accept
34、ance bill in theCompanys subsidiaries in the report period.The decrease of Employees wage payable was mainly because the Company paid annual management incentive fund andemployee year-end bonus of last year in the report period.The increase of interest payable was mainly because the interest for cor
35、porate bond had not been paid yet.The decrease of other payables was because equity transfer of Guangzhou CSG was completed in the report period,andequity transfer amount received in prior-period has transfer-out from item of other account payable.The increase of non-current liability due in 1 year
36、was mainly because part of the long-term loan will expire within 1 year.The decrease of deferred income tax liability was mainly because the write back of mainland subsidiaries withholdingincome tax for dividend to overseas,which confirmed as the deferred income tax liabilities in the last period.Th
37、e decrease of revenue was because the price of flat glass and solar energy products were lower than the same period oflast year.The decrease of cost of sales was because of decline of the unit cost of the main products of the Company.The increase of financial expenses was mainly because the interest
38、 expense after some subsidiaries production linestransferred to fixed asset was recorded as current gains and losses,the loss in exchange caused by fluctuating of exchangerate and loan interest increased.The decrease of asset impairment loss was mainly due to the decrease of the bad debt provision f
39、or the decreasedreceivables alteration in the report period compared with the same period last year.The increase of investment income was because of the income from equity transfer of Guangzhou CSG,a subsidiary of theCompany.The increase of non-operational income was because of the increase of gover
40、nment supporting grant received bysubsidiaries in the report period compared with the last period.The decrease of income tax expense was because of the decrease of earnings before tax in the report period.(II)The progress of material events and the analysis of the solutions1.Non-standard reportAppli
41、cable Non-applicable-4-,for Share,Merger,Reform,CSG HOLDING CO.,LTD.,THE THIRD QUARTER REPORT 2012,2.The Company exists that it provides funds to the controlling shareholder or its related parties,inviolation of the required procedure of guarantee for external parties.Applicable Non-applicable3.Sign
42、ature and implement of material contracts related to daily operationApplicable Non-applicable4.OthersApplicable Non-applicable1.Repurchasing part of the domestically listed foreign shares(B-share)of the CompanyOn 6 August 2012,the First Extraordinary Shareholders General Meeting 2012 deliberated and
43、 approved the proposal of“repurchasing part of the domestically listed foreign shares(B-share)of the Company”.The company will repurchase no more than200 million“B”shares with less than HKD 6 per share by centralized price bidding in Shenzhen Stock Exchange after putting on filein relevant regulator
44、y bureau and gaining approval from relevant of authorized commerce and State Administration of ForeignExchange.The repurchase term will be effective within 12 months since the approved date of shareholders general meeting.Moredetails could be found in relevant notices published at China Securities J
45、ournal,Securities Times,Hong Kong Commercial Daily andJuchao Website()on 20 July 2012 and 7 August 2012.2.Short-term financing billsOn 15 April 2011,Annual Shareholders General Meeting 2010 of CSG Holding Co.,Ltd.deliberated and approved the proposal ofissuing short-term financing bills,agreed the C
46、ompanys application for issuing short-term financing bills with total amount of RMB0.7 billion.On 5 August 2011,the Registration Committee of Chinese Inter-bank Market Dealers Association held the Thirty-fourthRegistration Meeting of 2011,decided to accept the registration of short-term financing bi
47、lls with total amount of RMB 0.7 billionand expiry on 12 August 2013.The short-term financing bills were co-lead managed by China Construction Bank Co.,Ltd.andChina Merchants Bank Co.,Ltd.,publicly issued to institutional investors of Chinas inter-bank bond market by bookkeeping,bookbuilding,central
48、izing and placing,and could be issued by stages within the validity period of registration.On 15 September 2011,theCompany successfully issued short-term financing bills of phase2011 with total amount of RMB 0.7 billion and deadline of 365days.And the short-term financing bills were cashed successfu
49、lly on 14 September 2012.On 23 October 2012,the Companysuccessfully issued short-term financing bills of phase2012 with total amount of RMB 0.7 billion and deadline of 365 days.On 6 August 2012,the First Extraordinary Shareholders General Meeting 2012 of CSG Holding Co.,Ltd deliberated and approvedt
50、he proposal of issuing short-term financing bills,approving the application of short-term financing bills within RMB 2.2 billionlimit.More information can be found on and.3.It does not exist that non-operating fund of listed company is occupied by the largest shareholder and its affiliated enterpris
