CSG HOLDING CO., LTD.
SEMI-ANNUAL REPORT 2012
Chairman of the Board: ZENG NAN
August 2012
CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
SEMI-ANNUAL REPORT 2012
I. Important Note
Board of Directors and the Supervisory Committee of CSG Holding Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities jointly and severally, for the truthfulness, accuracy and completeness of the whole contents. Except for the follow directors, others are present the meeting of the Board for deliberating the semi-annual report of the Company in person. Name of director absent Position Reason for absence Name of authorized director Zhang Liqing Director Due to business Wu Guobin Li Jingqi Director Due to business Chen Chao The semi-annual report has not been audited. Chairman of the Board & CEO of the Company Mr. Zeng Nan, CFO Mr. Luo Youming and principle of the financial department Mr. Huang Yanbing hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report of 2012. This report is prepared both in Chinese and English. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail.
II. Company Profile
(I) Company information
Code for A-share 000012 Code for B-share 200012 Short form for A-share Southern Glass A Short form for B-share Southern Glass B Listing stock exchange Shenzhen Stock Exchange Legal Chinese name of the Company 中国南玻集团股份有限公司 Abbr. of legal Chinese name of the Company 南玻集团 Legal English name of the Company CSG Holding Co., Ltd. Abbr. of legal English name of the Company CSG Legal Representative Zeng Nan Registered Add. CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.C. Post Code 518067 Office Add. CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.C. Post Code 518067 Internet website www.csgholding.com E-mail [email protected]
(II) Contacts and liaisons
Secretary of the Board Representative of Securities Affairs Name Zhou Hong Liang Qiting CSG Building, No.1, the 6th Industrial CSG Building, No.1, the 6th Industrial Contact adds. Road, Shekou, Shenzhen, P. R.C. Road, Shekou, Shenzhen, P. R.C. Tel. (86)755-26860666 (86)755-26860666 Fax. (86)755-26692755 (86)755-26692755 E-mail [email protected] [email protected]
1 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(III) Information disclosure and inquiring
Newspapers for information disclosure China Securities Journal, Securities Times and Hong Kong Comercial Daily Website assigned by CSRC to release the semi-annual www.cninfo.com.cn report The place for preparation of the semi-annual report Department of Securities Affairs
III. Major accounting data and business abstract
(I) Main accounting data and indices
Whether retrospective adjustment has been carried out on financial reports of previous periods or not □Yes √ No Major accounting data Increase/decrease The report period (Jan. The same period of last Major accounting data in this report period to Jun.) year year-on-year (%) Total business revenue(RMB) 3,345,250,485 4,438,534,102 -24.63%
Business profit(RMB) 270,973,574 1,066,991,954 -74.60%
Total profit(RMB) 349,936,811 1,108,214,720 -68.42% Net profit attributable to shareholders of the listed company -70.62% (RMB) 246,093,185 837,643,342 Net profit attributable to shareholders of the listed company 120,362,258 799,302,509 -84.94% after deducting non-recurring gains and losses(RMB)
Net cash flow arising from operating activities(RMB) 847,912,135 942,700,324 -10.05% Increase/decrease in this period-end End of this period End of last period over that of last period-end (%) Total assets(RMB) 14,692,033,059 15,281,391,077 -3.86% Owners‟ equity attributable to shareholders of the listed 6,794,895,562 6,911,117,984 -1.68% company(RMB) Share capital(Share) 2,075,335,560 2,075,837,060 -0.02% Major accounting indices The report The same Increase/decrease in this report Major accounting indices period (Jan. to period of last period year-on-year (%) June) year Basic earnings per share (RMB/Share) 0.12 0.4 -70.00% Diluted earnings per share (RMB/Share) 0.12 0.4 -70.00% Basic EPS after deducting non-recurring gains/losses 0.06 0.39 -84.62% (RMB/Share) Fully diluted ROE after deducting non-recurring 3.62% 12.86% Decrease 9.24 percentage points gains/losses (%) Weighted average ROE (%) 3.56% 12.53% Decrease 8.97 percentage points Fully diluted ROE after deducting non-recurring 1.77% 12.27% Decrease 10.50 percentage points gains/losses (%) Weighted average ROE after deducting non-recurring 1.74% 11.95% Decrease 10.21 percentage points gains/losses (%)
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Net cash flow per share arising from operating activities 0.41 0.45 -8.89% (RMB/Share) Increase/decrease in this period-end End of this End of last over same period of last period-end period period (%) Net assets per share attributable to shareholder of listed 3.27 3.33 -1.80% company (RMB/ Share) Asset-liability ratio (%) 50.98% 52.19% Decrease 1.21 percentage points
(II) Differences in accounting data under domestic and international accounting standards
1. Differences in net profit and net asset under domestic and international accounting standards
□ Applicable √ Non-applicable
2. Differences in net profit and net asset under domestic and overseas accounting standards
□ Applicable √ Non-applicable
3. Details of items with major differences
Rules of international accounting standard or overseas Items with major differences Amount (RMB) Cause of difference accounting standard involved with
4. Statement on accounting differences under domestic and overseas accounting standards
□ Applicable √ Non-applicable
(III) Non-recurring items deducted and amounts
√Applicable □ Non-applicable Items Amount (RMB) Note Gains and losses from disposal of non-current assets 800,882 Tax refund or exemption out of authorization, with absence of official approval document or accidentally Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the Company, excluding the fixed-amount or 67,917,364 fixed-proportion governmental subsidy according to the unified national standard) Fund occupation expenses received from non-financial enterprises that reckon into current gains/losses Income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and joint ventures are lower than its share in fair value of net realizable assets of invested units Gains and losses from exchange of non-monetary assets Gains and losses from entrusted investment or management assets Various asset impairment reserve provided for force majeure, such as natural disaster; Gains/losses from debt reorganization Reorganization expenses, such as expenditure for allocation of employees and integration fee Gains and losses from excess of transaction which are conducted on a non-fair-valued basis over its fair value Current net gains and losses of subsidiaries occurred from combination under the
3 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
same control commencing from period-begin to combination date Gains and losses from contingent events which has no relation with normal business of the Company Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal 360,000 business of the Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Reversal of impairment reserve for account receivable with separate impairment testing gains/ losses from external entrustment loans Gains and losses arising from change of fair value of investment properties whose follow-up measurement are at fair value Affect upon current gains/losses arising from the one-off adjustment in subject to requirement of laws and rules in relation to taxation and accounting Income from entrusted custody operation Other non-operating income and expenditure except the abovementioned 10,244,991 Other item that satisfied the definition of non-recurring gains and losses 62,252,488 Influenced amount of minority shareholders‟ equity -4,853,048 Impact on income tax -10,991,750
Total 125,730,927 -- Statement of the Company on “Other gain/loss items satisfying the definitions of non-recurring gain/loss accounts” and the non-recurring items defined as recurring items according to the nature and characteristics of the businesses. Amount involved Item Note (RMB) Net income from On 21 March 2012, the equity of Guangzhou CSG was completed its transfer 62,252,488 equity transfer procedures, RMB 62,252,488 was recognized as investment income for the Company.
IV. Changes in Share Capital and Particulars about Shareholders
(I) Change in share capital
1. Statement of changes in shares
√Applicable □Non-applicable Before the Changes Increase/Decrease in the Change (+, -) After the Changes Public Newly reserv Proportion - Bonus Proportion Amount e-conv Others Subtotal Amount (%) issued shares (%) erted shares shares I. Restricted shares 23,420,884 1.13% -12,464,031 -12,464,031 10,956,853 0.53% 1. State-owned shares 0 0 0 0 0 2. State-owned legal person‟s shares 0 0 0 0 0 3. Other domestic shares 18,632,000 0.90% -18,632,000 -18,632,000 0 Including: Domestic legal person‟s shares 0 0 0 0 0 Domestic natural person‟s shares 18,632,000 0.90% -18,632,000 -18,632,000 0 4. Foreign-owned shares 0 0 0 0 0 Including: Foreign legal person‟s shares 0 0 0 0 0 Foreign natural person‟s 0 0 0 0 0
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shares 5. Senior executives‟ shares 4,788,884 0.23% 6,167,969 6,167,969 10,956,853 0.53% II. Unrestricted shares 2,052,416,176 98.87% 11,962,531 11,962,531 2,064,378,707 99.47% 1. RMB Ordinary shares 1,289,832,184 62.13% 11,962,531 11,962,531 1,301,794,715 62.73% 2. Domestical listed foreign shares 762,583,992 36.74% 0 0 762,583,992 36.74% 3. Overseas listed foreign shares 0 0 0 0 0 4. Others 0 0 0 0 0 III. Total shares 2,075,837,060 100% -501,500 -501,500 2,075,335,560 100%
Approval of changes in shares (if applicable) The 501,500 restricted shares held by 12 incentive staff that successively resigned, have been bought back and written off due to the disqualification of incentive plan, deliberated and approved by Extraordinary Meeting of 6th Session of the Board on 19 January 2012 and 5th Meeting of 6th Session of the Board on 23 March 2012. The shares of the Company were reduced to 2,075,335,560. And the Company got the approval of register capital reduction and revision of Article of Association from the First Extraordinary Shareholders‟ General Meeting of 2012 which was held on 6 August 2012.
Ownership transfer for changed shares 1. The 501,500 restricted shares, held by 12 incentive staff who successively resigned, have been bought back and written off due to the disqualification of incentive plan. 2. According to the regulation of incentive plan, the Extraordinary Meeting of 6th Session of the Board on7 June 2012 deliberated the unlock qualification towards the incentive staff for year of 2012, and considered that the 4th stage of unlock qualification of restricted shares held by incentive staff have been satisfied. On 28 June 2012, total of 18,130,500 restricted shares held by 194 incentive staff met the unlock qualification and being listed for trading. 3. On 4 January 2012, the tradable shares range for senior executives was redivided, shares held by senior executives decreasing 52,500 shares. On 28 March, shares held by Mr. Zhang Fan and Mr. Ding Jiuru who ceased to service as senior executives, were locked for 6 months, thus restricted shares of senior executive increased 828,282 shares. On 29 June, the trading shares of equity incentive plan held by senior executives were redivided to 75 percent of un-tradable, thus restricted shares of senior executives increased 5,392,187 shares.
Influence on latest EPS, net assets per share and other financial index from changes in shares (if applicable) No influence on the above index for minor changes in shares.
Other information necessary to be disclosed by the Company or should be disclosed according to requirement of securities regulators Nil
2. Changes in restricted shares
√Applicable □Non-applicable Restricted Restricted Restricted Name of Shares unlock in shares shares at shares at Reasons for restricting Date for unlock shareholder this period increased in period-begin period-end this period Equity incentive and restricted Zeng Nan 3,375,291 1,700,000 1,700,000 3,375,291 2012-6-28 for senior executives‟ share Equity incentive and restricted LuoYouming 1,342,500 680,000 680,000 1,342,500 2012-6-28 for senior executives‟ share Equity incentive and restricted Wu Guobin 1,357,500 680,000 680,000 1,357,500 2012-6-28 for senior executives‟ share Equity incentive and restricted Ke Hanqi 1,297,500 680,000 680,000 1,297,500 2012-6-28 for senior executives‟ share Equity incentive and restricted Lu Wenhui 430,312 255,000 255,000 430,312 2012-6-28 for senior executives‟ share Equity incentive and restricted Zhang Fan 1,147,500 680,000 1,062,500 1,530,000 2012-6-28 for senior executives‟ share Equity incentive and restricted Ding Jiuru 1,098,281 637,500 1,003,594 1,464,375 2012-6-28 for senior executives‟ share Equity incentive and restricted Zhou Hong 106,250 106,250 159,375 159,375 2012-6-28 for senior executives‟ share Middle management 12,711,750 12,711,750 0 0 Equity incentive 2012-6-28 and key members
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of the Company
Total 22,866,884 18,130,500 6,220,469 10,956,853 -- --
(II) Securities offering and listing
1. Securities issuance and listing over the past three years
√Applicable □Non-applicable Name of Numbers for Stocks and Offering price The issuing Offering date Listing date listing Dead deal date derivative RMB/Share) numbers authorized securities Stock
Convertible corporate bonds, warrant-bond and corporate bond 10 CSG 01 20 Oct. 2010 RMB 100 /piece 10,000,000 10 Nov. 2010 10,000,000 20 Oct. 2015 10 CSG 02 20 Oct. 2010 RMB 100 /piece 10,000,000 10 Nov. 2010 10,000,000 20 Oct. 2017 Warrant
Explanation of securities offering in previous three years (explaining those bond owes different rate in duration respectively) The Company offered RMB2 billion corporate bonds on 20 October 2010 with two variety of 5-year bond and 7-year bond, in which variety I was the 5-year type with 1 billion yuan issuance scale, variety II was the 7-year type with 1 billion yuan issuance scale and with option of up-regulate coupon rate of issuer and re-sale option of investors attached at the same time. Corporate bonds were listed on Shenzhen Stock Exchange on 10 November 2010, the average annual coupon rate was 5.33% and last for first 5 years in duration. The bonds of the Company listed with “10 CSG 01” for 5-year bonds (short form of stock 112021) and “10 CSG 02” for 7-year bonds (short form of stock 112022).Trading will be closed on 20 October 2015 and 20 October 2017 respectively (based on the final announcement of the Company).
2. Changes of total shares and structures as well as outcome of asset-liability structures
√Applicable □Non-applicable No influence on the above index for minor changes in shares.
3. Current shares held by internal staffs
□Applicable √Non-applicable
(III) Shareholders and actual controller
1. Total of shareholders at the end of the report term.
At the end of the report period, the total number of shareholders of the Company is 253,105.
2. Particulars about the shares held by the top ten shareholders
Particulars about shares held by the top ten shareholders Amount of Shares pledged or Proportion Total the frozen Shareholders (full name) Nature of shareholders of shares amount of restricted Share held (%) shares held Amount shares held status State-owned China Northern Industries Corporation 3.62% 75,167,934 0 legal person Xing Tong Chan Industrial Development Domestic general legal 3.26% 67,740,000 0 (Shenzhen) Co., Ltd. person
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Shenzhen International Holdings (Shenzhen) Co., Domestic general legal 3.15% 65,430,000 0 Ltd. person Bank of China-- E-fund Shenzhen 100 Domestic general legal 0.97% 20,087,713 0 Exchange-traded Securities Investment Fund person ICBC—Rongtong Shenzhen 100 Securities Domestic general legal 0.66% 13,738,093 0 Investment fund person ABC—China Post Core Growth Stock Domestic general legal 0.62% 12,940,103 0 Investment Fund person BBH A/C Vanguard Emerging Markets Stock Foreign legal person 0.62% 12,809,638 0 Index Fund Invesco Funds Series 5 Foreign legal person 0.59% 12,140,758 0 Domestic general legal PICC—dividend-individual insurance 0.54% 11,224,226 0 person ICBC—Nuoan Value Growth Stock Investment Domestic general legal 0.49% 10,262,858 0 Fund person Among shareholders as listed above, the 2nd and the 3rd shareholders are holding enterprises of Shenzhen International Holdings Co., Ltd. Except for this, It is Statement on associated relationship or consistent action among the unknown whether other shareholders belong to related above shareholders: party or have associated relationship regulated by the Management Regulation of Information Disclosure on Change of Shareholding for Listed Companies. Particulars about the shares held by the top ten unrestricted shareholders √Applicable □Non-applicable Amount of Type/amount of shares Shareholders unrestricted shares Type Amount held at period-end China Northern Industries Corporation 75,167,934 A-share 75,167,934 Xing Tong Chan Industrial Development (Shenzhen) Co., Ltd. 67,740,000 A-share 67,740,000 Shenzhen International Holdings (Shenzhen) Co., Ltd. 65,430,000 A-share 65,430,000 Bank of China-- E-fund Shenzhen 100 Exchange-traded Securities Investment 20,087,713 A-share 20,087,713 Fund ICBC—Rongtong Shenzhen 100 Securities Investment fund 13,738,093 A-share 13,738,093 ABC—China Post Core Growth Stock Investment Fund 12,940,103 A-share 12,940,103 BBH A/C Vanguard Emerging Markets Stock Index Fund 12,809,638 B-share 12,809,638 Invesco Funds Series 5 12,140,758 B-share 12,140,758 PICC—dividend-individual insurance 11,224,226 A-share 11,224,226 ICBC—Nuoan Value Growth Stock Investment Fund 10,262,858 A-share 10,262,858 Statement on associated relationship or consistent action among the above shareholders: Among shareholders as listed above, the 2nd and the 3rd shareholders are holding enterprises of Shenzhen International Holdings Co., Ltd. Except for this, It is unknown whether other shareholders belong to related party or have associated relationship regulated by the Management Regulation of Information Disclosure on Change of Shareholding for Listed Companies.
3. Controlling shareholders and actual controller
(1) Changes of controlling shareholders and actual controller
□Applicable √Non-applicable
(2) Particulars of controlling shareholders and actual controller
Whether the Company has new actual controller or not □Yes √No Name of actual controller Nil Type of actual controller Nil Explanations The Company has no actual controller at present. Shenzhen International Holdings Co., Ltd. is the first largest shareholder of the
7 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Company. Other shareholders of the Company hold less than 5% of total shares at the end of this report period.
(3) Chart of controlling relationships
The Bureau for Supervision and Administration of State-owned Assets
100%
Shenzhen Investment Holdings Co., Ltd. 48.59%
Shenzhen International Holdings Co., Ltd.
100% 100%
Xin Tong Chan Industrial Development (Shenzhen) Co., Ltd. Shenzhen International Holdings (SZ) Limited
3.26% 3.15%
CSG Holding Co., Ltd.
(4) Actual controller controlling the Company by means of entrust or other assets management
□Applicable √Non-applicable
4. Other legal person shareholders with over 10% of total shares
□Applicable √Non-applicable
(IV) Convertible corporate bonds
□Applicable √Non-applicable
V. Directors, Supervisors and Senior Executives
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(I) Changes of shares held by directors, supervisors and senior executive
Shares Amount of Amount of Amount of Receiving Shares held held at the shares shares Including: stock option remuneration at the end of beginning of increased in decreased in restricted held at at the Reasons from Name Title Gender Age Job started Job ended the report the report the report the report shares held end of the for change shareholding period period period period (Unit:Share) report period (Unit:Share) or related (Unit:Share) (Unit:Share) (Unit:Share) (Unit:Share) parties Zeng Nan Chairman of the Board Male 67 2011-4-15 2014-4-15 4,500,388 0 0 4,500,388 0 0 No /CEO
Chen Chao Independent Director M 56 2011-4-15 2014-4-15 No
Wang Independent Director M 39 2011-4-15 2012-4-17 No Tianguang
Fu Qilin Independent Director M 57 2012-4-17 2014-4-15 No
Zhang Jianjun Independent Director M 47 2011-4-15 2014-4-15 No
Li Jingqi Director M 55 2011-4-15 2014-4-15 Yes
Yan Ganggang Director M 52 2011-4-15 2014-4-15 No
Guo Yongchun Director M 44 2011-4-15 2014-4-15 Yes
Zhang Liqing Director M 45 2011-4-15 2014-4-15 48,790 0 0 48,790 0 0 Yes
Wu Guobin Director / Vice President M 47 2011-4-15 2014-4-15 1,810,000 0 0 1,810,000 0 0 No
Long Long Chairman of the M 56 2011-4-15 2014-4-15 No
Supervisory Committee
Hong Guo‟an Supervisor M 57 2011-4-15 2014-4-15 No
Sun Jingyun Supervisor F 46 2011-4-15 2014-4-15 No
Luo Youming Chief Financial Officer M 49 2011-4-15 2014-4-15 1,790,000 0 0 1,790,000 0 0 No
Ke Hanqi Vice President M 46 2011-4-15 2014-4-15 1,730,000 0 0 1,730,000 0 0 No
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Lu Wenhui Vice President M 48 2011-4-15 2014-4-15 573,750 0 0 573,750 0 0 No
Zhang Fan Vice President M 46 2011-4-15 2012-3-23 1,530,000 0 0 1,530,000 0 0 No
Ding Jiuru Vice President M 49 2011-4-15 2012-3-23 1,464,375 0 0 1,464,375 0 0 No
Zhou Hong Secretary of the Board F 46 2012-3-23 2014-4-15 212,500 0 0 212,500 0 0 No
Total ------13,659,803 0 0 13,659,803 0 0 -- --
Directors, supervisor and senior executives who awarded equity incentive in the report period √Applicable □Non-applicable
Amount of Amount of new Amount of Amount of new Amount of Awarded price Amount of option Price of option Restricted grants of Restricted stock option grants of stock stock option of restricted Name Title vesting in the exercising in exercising(RM shares held at restricted shares held at held at the option in the held at shares(RMB/Sh report period the report B/Share) period-begin shares in the the period-end period-begin report period period-end are) period report period
Zeng Nan Chairman 1,700,000 0 8.58 0 /CEO
Wu Guobin Director / vice 680,000 8.58 0 0 president
Luo Youming Chief Financial 680,000 8.58 0 0 Officer
Ke Hanqi vice president 680,000 0 8.58 0
Lu Wenhui vice president 255,000 0 8.58 0
Zhou Hong Secretary of the 8.58 106,250 0 0 Board
Total -- -- 4,101,250 0 -- 0
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(II) Major working experiences and positions
Particulars about the directors and supervisors holding the post in the shareholder‟s company √Applicable □Non-applicable Whether received Service term Service term remuneration Name Shareholders‟ unit Post occupied from ended from shareholders‟ unit or not Li Jingqi Xin Tong Chan Development (Shenzhen) Director September 2002 — No Co., Ltd. Li Jingqi Shenzhen International Holdings Director — December 2003 No (Shenzhen) Co., Ltd. Li Jingqi Shenzhen International Holdings Limited Executive director — August 2006 Yes and CEO Guo Yongchun Northern Industrial Technology Co., Ltd. Deputy GM March 2011 — Yes Zhang Liqing Ping An Trust Co., Ltd Deputy GM August 2006 — Yes Explanation on job occupation N/A in shareholders‟ unit
Particulars about the directors and supervisors holding the post in other correlated companies √Applicable □Non-applicable Whether received Service term Service term Name other unit Post occupied remuneration from ended from other unit or not Chen Chao Shenzhen Boxiong Industrial Development Director No March 2011 — Co., Ltd. Chen Chao Shenzhen Balas Equity Investment Fund Executive Partner — No May 2011 Management Co., Ltd. Chen Chao Guangxi Wuzhou Communications Co., Independent — Yes February 2012 Ltd. Director Zhang Jianjun Accounting and Finance Research Institute Superintendent, — January 2007 Yes of Shenzhen University Professor Zhang Jianjun Shenzhen Gas Corporation Ltd. Independent — April 2007 Yes Director Zhang Jianjun Shenzhen Chiwan Wharf Holdings Limited Independent — May 2008 Yes Director Zhang Jianjun Guangdong Tapai Group Co., Ltd. Independent — June 2008 Yes Director Zhang Jianjun Shenzhen Airport Co., Ltd. Independent — December 2010 Yes Director Fu Qilin China University of Political Science and Professor, Doctoral — December 2011 Yes Law Supervisor Li Jingqi Shenzhen Expressway Company Limited Director April 2005 — No Li Jingqi Ultrarich International Limited Director November 1999 — No Yan Ganggang Guangdong Zhongzhen Law Firm Partner July 2001 — Yes Long Long Shenzhen Jinjia Color Printing Group Independent November 2006 — Yes Co.,Ltd. Director Long Long Guizhou Huaneng Jiaohua Co., Ltd. Independent May 2008 — Yes Director Long Long Guangdong Shirong Zhaoye Co., Ltd. Director December 2008 — Yes Hong Guo‟ an Shanghai Jianwei (Shenzhen) Law Firm Partner June 2010 — Yes Explanation on job occupation N/A in other unit
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(III) Remuneration of directors, supervisors and senior executives
Determination procedures Allowances for independent directors and external supervisors are planed and protocolled by of remuneration for Remuneration & Assessment Committee of the Board and approved by Shareholders‟ General Meeting Directors, Supervisors and after deliberation of the Board. Remuneration for senior executives is proposed by Remuneration & Senior Executives Assessment Committee of the Board and decided by the Board after discussion.
Allowances for independent directors and external supervisors are confirmed based on industry Confirmation basis of standards and real situation of the Company. Remuneration for senior executives implements floating remuneration for reward mechanism with reference to basic salary and business performance. Bonus for performance Directors, Supervisors and rewards is withdrawal by proportion according to annual return on equity and based on the total net Senior Executives profit after taxation in current year.
Actual remuneration payment for Directors, Allowances for independent directors and external supervisors are RMB 100,000 per year. The total Supervisors and Senior remuneration for senior executives in the report period was RMB 1,500,000. Executives
(IV) Changes of directors, supervisors and senior executives
Name Position Situation of change Date of change Reasons of change Wang Submitted his resignation to the Board due to work Independent Director Office-leaving 2012-4-17 Tianguang changes Fu Qilin Independent Director New appointment 2012-4-17 Take the position of independent director Submitted his resignation of Secretary of the Board Wu Guobin Secretary of the Board Office -leaving 2012-3-23 due to extremely busy work Zhou Hong Secretary of the Board New appointment 2012-3-23 Take the position of Secretary of the Board Zhang Fan Vice President Office-leaving 2012-3-23 Work adjustment Ding Jiuru Vice President Office-leaving 2012-3-23 Work adjustment
(V) Employees of the Company
Number of employees in position 11,879
Number of retired employees at the Company‟s expense 0
Composition of professions
Categories Number of person
Production personnel 8,241
Marketing personnel 776
Technical personnel 1,999
Financial personnel 195
Administrative personnel 668
Education background
Categories of Educational background Number of person
Doctor 6
Master 136
12 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Undergraduate 1,755
Junior college 2,289
Junior college bellowed 7,693 statement on employees: Nil
VI. Report of the Board of Directors
(I) Management discussion and analysis
In the first half year of 2012, the global economic situations were still intricate, European debt crisis was continually upgrade, the growth rate of economic in emerging markets and developing countries was decending and the world economic resurgence turned more and more difficult. China‟s economy was confronted with enormous challenge under the current pressure of the volatile international economic situation, control policy of real estate, production over-capacity and shrinkage of demand, and many enterprises were untenable. Confronting the ups and downs of economic environment, the Company took full use of self-advantag, continued to optimized mechanism of R&D innovation, enlarged investment in R&D, positively coped with the negative influences of marketing environment, further deepened the differentiation management tactic and consolidated management infrastructure under the leadership of the board of directors and with joint efforts of management and all staff. By the end of June, 2012, R&D of the company had totally expensed RMB 73.17 million. 43 patent applications were submitted including 18 pieces of invention patents. Influenced by PV industry and flat glass industry environment, the Company realized revenue of RMB 3.345 billion in the first half year of 2012, a reduction of 24.63% compared with the same period of last year and realized net profit of RMB 0.246 billion (deducted minority shareholders‟ interest), a reduction of 70.62% compared with the same period of last year.
Flat & architectural glass industry department: Influenced by national control policy of real estate and production over-capacity, market demands for flat glass and architecture glass were suffering a different restraint. Flat glass industry was still confronted with a loss state in the first half year of 2012 and more than 30 production lines went into cold-repair or stopped production compared with the end of 2011. Coping with the tough market environment, the management of the Company rapidly changed management mode of flat glass industry and architecture glass industry, merging the two departments into one for unifying management of upstream and downstream as well as sharing resources. The merged industry department effectively lowered its manufacture cost in float glass and architecture glass by enhancing unified standards management of float line and architecture production line, technique innovation and upgrading, energy-saving and consumption reduction as well as measures of cost control standards improvement. Furnace comprehensive energy consumption for float glass reduced 2% compared with that of last year while comprehensive power consumption reduced 11.5% compared with that of last year, business of flat glass achieved earnings and architecture glass business maintaining a stable growth. Meanwhile, the industry department promoted the diversity of products, flat glass business relieved pressure of homogeneity competition in a certain way with the production of ultra-thin glass, ultra-thickness glass and colored glass. Architecture glass taking advantage of coating techniques, proactively promoted the market of double-silver and tri-silver products. Sales of double-silver gained an increase of 50% and sales of tri-silver products were more than doubled.
Fine glass industry department: Rapid growth of market demand for touch panel product has continued in the first half year of 2012, however, the intensify competition especially from Taiwan-capital enterprises and Korean enterprises resulted in a challenge in profitability for fine glass industry. The business of fine glass industry department achieved a stable growth in the first half year by taking full advantage of development opportunity of the industry, exploiting industrial advantages, effectively expanding the scale of production capacity as well as effectively increasing the output of high value-added capacitive touch panel. Meanwhile, as the
13 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 industry department focusing on frontier technology, the R&D of OGS products has achieved success and expected to start mass-produce in the second half of the year.
Solar energy industry department: Solar photovoltaic market in first half year of 2012 maintained the downturn situations since the second half year of 2011. Solar energy industries suffered a great shock because of the decrease of subsidies of solar energy in European countries and the anti-dumping & countervailing issued by America against China in aspect of solar products. Heavy losses were caused in all over the industry, and many enterprises were forced to bankrupt and ceased operating, and almost 90% of polycrystalline silicon production enterprises stopped production. Under the struggling situation for PV industry, solar energy department on one hand proactively exploited potentials to reduce cost and increase efficiency, and on the other hand improved competitiveness of products by continuous innovation in technology. Currently, research and development of high-power modules and high transmittance anti-reflection coating gains a major progress, cast-mono silicon has possessed the volume production ability and photoelectric conversion efficiency gets more progress over that of polycrystalline silicon film. Production cost of polycrystalline silicon materials maintains advance standards in the industry by lowing material consumption and energy-saving. Technology improvement for polycrystalline silicon production line is still in progress successfully. After the improvement, production cost will reduce dramatically and the comprehensive anti-risk ability in solar energy industry will be improved.
Whether the actual performance is 20% higher or lower than the profit prediction or business plan released previously □ Yes √ No The analysis of operation and achievement about the major subsidiaries and shareholding companies:
Flat and architectural glass industry department:
1. Shenzhen CSG Float Glass Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of RMB 705.74 million. The main business includes production and sales of top grade float glass with production capacity of 370,000 tons per year. The total assets of the company were RMB 1,127 million on 30 June 2012. In the first half year of 2012, the company realized revenue of RMB 276 million and the loss of RMB 10.23 million.
2. Chengdu CSG Glass Co., Ltd. is 75% equity is held by the Company, and the registered capital of RMB 246.66 million. The main business includes production and sales of top grade float glass and energy saving Low-E coated glass and related compound-processed products. At present, the production capacity of float glass is 800,000 tons per year. The production capacity of Low-E coated composited products is 2.4 million square meters per year. The total assets of the company were RMB 1,590 million on 30 June 2012. In the first half year of 2012, the company realized revenue of RMB 566 million and net profit of RMB 57 million.
3. Hebei CSG Glass Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of USD 48.06 million. The main business includes production and sales of top grade float glass and specialized glass with production capacity of more than 500,000 tons per year. The total assets of the company were RMB 859 million on 30 June 2012. In the first half of 2012, the company realized revenue of RMB 259 million and net profit of RMB 4.27million.
4. Hebei Panel Glass Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of RMB 243 million. The main business includes production and sales of kinds of ultra-thin electronic glass, with production capacity of 30,000 tons per year. The total assets of the company were RMB 430 million on 30 June 2012. In the report period, the company has not realized income.
5. Wujiang CSG Glass Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of $ 71.24 million. The main business includes production and sales of top grade float glass and specialized glass with production capacity of more than 500,000 tons per year. The total assets of the company were RMB 1,322 million on 30 June 2012. In the first half of 2012, the company
14 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 realized revenue of RMB 290 million and net profit of RMB 5.27 million.
6. Qingyuan CSG Energy Conservation New-materials Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of RMB 300 million. The main business includes the R&D, manufacture and sales of non-metallic mineral products and materials. The total assets of the company were RMB 298 million on 30 June 2012.The company is in preparation.
7. Jiangyou CSG Mining Develop Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of RMB 40 million. The main business includes production and sales of quartz sand. The total assets of the company were RMB 160 million on 30 June 2012.
8. Heyuan CSG Mining Co., Ltd., 75% equity is held by the Company, the registered capital of RMB 12 million. The main business includes production and sales of quartz sand. The total assets of the company were RMB 70 million on 30 June 2012.
9. Yingde Hongsheng Quartz Sand Processing Co., Ltd., 75% equity is held by the Company, and the registered capital of RMB 10 million. The main business includes production and sales of quartz sand. The total assets of the company were RMB 41million on 30 June 2012.
10. Dongguan CSG Architectural Glass Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of RMB 240 million. It mainly produces energy saving Low-E coated glass and related compound-processed products with production capacities of 2.4 million square meters of compound-processed products and 3 million square meters of wide flat coated glass per year. The total assets of the company were RMB 1,263 million on 30 June 2012. The company (architecture glass in Shenzhen included) realized revenue of RMB 353 million and net profit of RMB 56 million.
11. Tianjin CSG Architectural Glass Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of RMB 178 million. It mainly produces energy saving Low-E coated glass and related compound-processed products with production capacities of 2.4 million square meters per year. The total assets of the company were RMB 437 million on 30 June 2012. The company realized revenue of RMB 202 million and net profit of RMB 34 million in the first half year of 2012.
12. Tianjin CSG Energy Conservation Glass Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of RMB 128 million. It mainly produces energy saving Low-E coated glass and related compound-processed products with production capacities of 2.4 million square meters per year. The total assets of the company were RMB 501 million on 30 June 2012. The company realized revenue of RMB 181 million and net profit of RMB 23 million in the first half year of 2012.
13. Wujiang CSG Huadong Architectural Glass Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of RMB 320 million. It mainly produces energy saving Low-E coated glass and related compound-processed products with production capacities of 2.4 million square meters of compound-processed products and 3 million square meters of wide flat coated glass per year. The total assets of the company were RMB 814 million on 30 June 2012. The company realized revenue of RMB 297 million and net profit of RMB 54 million in the first half year of 2012.
14. Xianning CSG Glass Co., Ltd. 75% equity is held by the Company, the registered capital of RMB 400 million. The main business includes exploitation, production and sales of energy-saving special glass. The total assets of the company were RMB 605 million on 30 June 2012. The company is in preparation.
15. Hong Kong Southern Glass Trading Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of HKD 86.44
15 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 million. The main business of this company is glass trading and equity investment. The total assets of the company were RMB 1,098 million on 30 June 2012. The company realized revenue of RMB 95 million in the first half year of 2012.
16. CSG (Australia) Limited is a wholly owned subsidiary of the Company with registered capital of AUD 500 thousand. The main business of this company is glass trading. The total assets of the company were RMB 21 million on 30 June 2012. The company realized revenue of RMB 39 million in the first half year of 2012.
Fined Glass Department
1. Shenzhen CSG Display Technology Co., Ltd., 67.47% equity is held by the Company, with registered capital is USD 16.2 million. The main business includes developing and operating new display devices and semiconductor photoelectric materials and related products with production capacities of 15 million pieces per year. The total assets of the company were RMB 680 million on 30 June 2012. The company realized revenue of RMB 226 million and net profit of RMB 58 million（deducted dividend of RMB 147 million from CSG Shenzhen Wellight Conductive Coating Co., Ltd.and Shenzhen V-interface Technology Co., Ltd.）in the first half year of 2012.
2. Shenzhen CSG Wellight Conductive Coating Glass Co., Ltd., 67.47% equity is held indirectly by the Company, and the registered capital is RMB 141.1779 million. The main business includes production and operation of color filter and capacitive sensor substrate. The total assets of the company were RMB 688 million on 30 June 2012. The company realized revenue of RMB 191 million and net profit of RMB 47 million in the first half year of 2012.
3. Shenzhen V-interface Technology Co., Ltd., 67.47% equity is held indirectly by the Company, and the registered capital is RMB 20 million. It mainly develops, produces and sells module (cover glass, shielding glass and related products). The total assets of the company were RMB 81 million on 30 June 2012. The company realized revenue of RMB 80 million and net profit of RMB 9.95 million in the first half year of 2012.
Solar energy industry department:
1. Yichang CSG Polysilicon Co., Ltd., 93.97% equity is held by the Company, and the registered capital is RMB 1,467.98 million. It produces high-purified poly-silicon materials and silicon chip. The production capacities in the 1st phase of the project are 2500 tons per year. The total assets of the company were RMB 2,387 million on 30 June 2012. The company realized revenue of RMB 255 million and loss of RMB 49 million in the first half year of 2012.
2. Dongguan CSG PV-tech Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of RMB 516 million. It produces and sells solar cells and modules with capacities of 300MW per year. The total assets of the company were RMB 994 million on 30 June 2012. The company realized revenue of RMB 375 million and loss of RMB 5.73 million in the first half year of 2012.
3. Dongguan CSG Solar Glass Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of RMB 400 million. It produces and sells solar glass products with capacities of 300 thousand tons per year. The total assets of the company were RMB 1,423 million on 30 June 2012. The company realized revenue of RMB 229 million and loss of RMB 9.43 million in the first half year of 2012.
4. Heyuan CSG PV Encapsulation Material Co., Ltd. is a wholly owned subsidiary of the Company with registered capital of USD 33
16 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 million. It produces and sells photovoltaic packaging materials and products. The total assets of the company were RMB 211 million on 30 June 2012. At present, construction work hasn‟t started due to the certificate of right in land hasn‟t been obtained.
All risky factors that could influence the realizing of development strategies and business targets: 1. The control policy of the domestic real estate and European debt crisis as well as international trade protectionism make the flat glass and solar PV industry suffer from over-capacity and restraint of demands. It is difficult to get rid of the slump in a short time. 2. Price of energy and raw materials fluctuates significantly and labor costs rise. 3. Risks of the fluctuations of foreign currency exchange rate: more than 20% of sales revenue comes from overseas, therefore, the fluctuations of exchange rate brings some risk to company.
1. Main business and operation
(1) Statement of main business segments on industries and products
Unit: RMB
Increase or Increase or decrease of decrease of Gross Increase or decrease of gross On industry or Operating operating operating cost Operating cost profit ratio profit ratio over the same product revenue revenue over the over the same (%) period of last year (%) same period of period of last last year (%) year (%)
On Industries
Flat & Architectural Decrease 6.02 percentage 2,108,760,171 1,608,699,155 23.71% -17.38% -10.30% Glass Industry points
Decrease 1.20 percentage Fine Glass Industry 435,479,401 261,383,215 39.98% 7.92% 10.13% points
Decrease 40.95 percentage Solar Energy Industry 772,324,453 761,056,195 1.46% -47.11% -9.49% points
On Products
Flat & Architectural Decrease 6.02 percentage 2,108,760,171 1,608,699,155 23.71% -17.38% -10.30% Glass points
Decrease 1.20 percentage Fine Glass 435,479,401 261,383,215 39.98% 7.92% 10.13% points
Decrease 40.95 percentage Solar Energy products 772,324,453 761,056,195 1.46% -47.11% -9.49% points
Statement of main business segments on industries and products Nil Statement of significant change of gross profit over the same period of previous year: In the report period, solar energy industry suffered from European debt crisis. The demand is turning down and gross profit ratio declines dramatically year-on-year.
17 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(2) Main business segments on areas
Unit: RMB Increase/decrease in revenue over the same Areas revenue period of last year (%) Mainland 2,559,453,501 -20.79%
Hong Kong 168,744,879 -25.13%
Asia (excluding mainland China and Hong 94,317,784 -68.86% Kong)
Europe 397,566,402 -26.54%
Australia 43,646,184 -17.27%
North America 39,940,994 1.82%
Other regions 4,202,235 -79.48%
Statement of business segments on areas NIL Statement on main business composition NIL
(3) Major change in the primary business or its structure
□Applicable √Non-applicable
(4) Statement on major change in primary business profitability (gross profit ratio)
√Applicable □Non-applicable In the report period, influenced by government macro-control policies and production over-capacity, the selling price of flat glass reduces dramatically. As a result, the gross profit margin declined considerably compared with the same period of last year. Meanwhile, influenced by the European debt crisis, demands of the solar energy industry is turning down and the gross profit margin declined considerably compared with the same period of last year.
(5) Analyze of major changes on profit composition comparing with the same period of last year
√Applicable □Non-applicable Influenced by the European debt crisis, demands of the solar energy industry is turning down and the profit reduces considerably compared with the same period of last year. Influenced by national control policy of real estate and production over-capacity, the profit of flat glass business reduces considerably compared with the same period of last year. Therefore, the profit contribution of solar energy industry and flat glass business has dropped significantly in the proportion of profit constitution.
2. Internal controlling system related to accounting of fair value
√Applicable □Non-applicable Items related with fair-value measurement
18 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Unit: RMB Cumulative Gains/losses variation of from Impairment Item Period-begin fair-value Period-end variation of accrual reckoned into fair-value equity Financial assets Including: 1. Financial assets accounted at fair value and changes accounted into current gain/loss account Including: derivative financial assets
2. financial assets available for sale 117,892,827 4,913,805 122,806,632
Sub-total of financial assets 117,892,827 4,913,805 122,806,632
Financial liability
Investment Real Estate
Capitalized Biological assets
Others
Total 117,892,827 4,913,805 122,806,632
3. Foreign currency financial assets and financial liabilities held
√Applicable □Non-applicable Unit: RMB Cumulative Gains/losses variation of Impairment Item Period-begin from variation fair-value Period-end accrual of fair-value reckoned into equity Financial assets Including: 1. Financial assets measured at their fair values and of which the variation is recorded into current gains/losses Including: derivative financial assets
2. Loans and account receivable 235,402,177 1,111,726 255,545,810
3. financial assets available for sale
4. Held-to-maturity investment
Sub-total of financial assets 235,402,177 1,111,726 255,545,810
Financial liability 1,064,479,790 839,161,221
19 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(II) Company investment
1. Overall application of finance raised
□Applicable √Non-applicable
2. Commitments on projects of raised funds
□Applicable √Non-applicable
3. Changes of projects of raised funds
□Applicable √Non-applicable
4. Major projects invested by non-raised funds
√Applicable □Non-applicable Unit: RMB‟0,000 Initial Items disclosure Amount Progress (finished projects in the first half year 2012) Earning date The Phase III of 2010.07.22 Planning to construct a new production line of ultra-white solar Till now, net 49,893 expanding glass with 650T/D daily capacity. The production line has been profit of RMB production project of fired in February of 2012. 3,470,000 of has Solar Glass in been created from Dongguan CSG this project. Subtotal 49,893 － － Initial Items disclosure Amount Progress (projects finished in 2012 or 2013) Earning date Xianning CSG 2010.12.25 108,670 Planning to build production lines for 1.2 million square meters In the report project Note1 coated insulating glass, 3 million square meters wide flat coated period, the glass and packaging materials in Changjiang Industry Park of project is still in Xianning Economic Development Zone, Hubei. When the construction. project completed, there will form a glass deep processing base of CSG in central China. The project will be completed and put into production in 2013 by phases. Expanding of TCO 2010.12.25 Planning to build TCO conductive glass production line with 4 In the report 51,156 conductive glass million square meters‟ annual capacity. The project will be period, part of the project of Shenzhen completed in two phase, and it is estimated that the project will project has been float glass be completed in stages in 2013. Among this, the 1st & 2nd completed and production lines have been put into production on after another, the revenue was and the capacity now is 1.2 million square meter in total. not calculated individually. Expansion on 2009.12.09 Planning to build a wide flat coated glass production line. When In the report 19,835 energy-saving glass the project is completed, the annual deep-processing capacities period, the capacity of Chengdu of the wide flat coated products will reach 3million square project is still in project meters. It is estimated that the project will be completed and put construction. into operation in the first half year of 2013. Expansion on 2009.12.09 Planning to increase two coating glass production lines and In the report 47,913 energy-saving glass support insulating glass capacity. When the project completed, period, part of the capacity of Wujiang the capacities of wide flat coated products will add 3 million project has been Project square meters, and capacities of coated insulating glass will add completed and 1.2 million square meters every year. Among this, the wide flat the revenue was coated glass line of 3 million square meters has been completed, not calculated and the others will be completed in 2013. individually.
20 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Polysilicon cold 2010.12.25 Planning to implement cold hydrogenation and distillation In the report 177,001 hydrogenation, system on production line of polysilicon, technological period, the technological transformation on giant energy-saving reduction furnace and project is still in transformation new-type CDI tail recovery treatment system, reduce material construction. project of distillation consumption, power consumption and steam consumption system, reduction substantially so that the cost will be reduced with more capacity furnace and CDI obtained. This project will be completed in 2013. system Note 2 Subtotal 404,575 － － Initial Items disclosure Amount Progress (projects suspended) Earning date The Phase I of panel 2010.12.25 Plannig to build CSG Wujiang panel display industry base in － 53,800 display production Wujiang Economy Technology Development Area with the base in Wujiang investment party -- Shenzhen CSG Display Technology Co., CSG Ltd, controlling subsidiary of the Company. After the completion of the 1st phase of the project, there will get annual capacity of 480 slices of ITO glasses, 0.72 million square meters of ITO soft film and 0.84 million slices of capacitance touch-panel sensor glasses. The project will re-decided for investment according to industry situations. The Phase II of 2010.07.22 Planning to build the 2nd phase of wafer processing expanding － 49,650 140MW wafer project with annual capacity of 140MW. When the project processing completes, the capacity of wafer will get to 300MW in Yichang expanding project in CSG. The project will be put into production according to Yichang CSG industry situations. The Phase III of 2010.12.25 Planning to build the 3rd phase of wafer processing expanding － 198,000 700MW wafer project with annual capacity of 700MW. When the project processing completes, the capacity of wafer will get to 1GW of the expanding project in Company. The project was suspended due to industry situations. Yichang CSG Yichang CSG 2010.12.25 Planning to build the solar cell production line with annual － 169,330 700MW solar cell capacity of 700MW. The project was suspended. project Expanding 500MW 2010.12.25 Planning to expand the solar module production line with annual － 63,600 solar module project capacity of 500MW. The project was suspended due to industry in Dongguan situations. Packaging materials Planning to construct production line of photovoltaic packaging － 50,000 project in Heyuan materials in Heyuan, Guangdong. When the project was completed, the 165,000 tons substrate of packing materials will be generated per year. At present, construction work didn‟t start because the certificate of right in land hasn‟t being obtained. Subtotal － 584,380 －
Total 1,038,848 -- Statements on primary investment projects with non-raised funds 1. Xianning CSG projects included energy-saving glass and packaging materials projects. These projects have been approved in 18th Meeting of the 5th Board of Directors on 23 December 2010 and the Extraordinary Meeting of the 6th Board of Directors on 31 January 2011 respectively. 2. Yichang CSG technological transformation projects included Polysilicon cold hydrogenation, technological transformation project of distillation system, reduction furnace and CDI system. These projects have been approved in 18th Meeting of the 5th the Board on 23 December 2010, 2nd Meeting of the 6th Board of Directors on 21 April 2011 and the Extraordinary Meeting of the 6th Board of Directors on 27 September 2011 respectively.
(III) Revising of business plan of the second half of year by the Board
□Applicable √Non-applicable
21 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(IV) Prediction of business performance for Jan.-Sept. 2012
Alert of loss or significant change in net profit from the beginning of year to the end of next report period or compared with the same period of last year, and statement of causations. √ Applicable □ Non applicable Discription: significant delining at the same trend Type of data filled for the prediction □Actual figures, √ Interval figures The same Year-begin to the end of the period of last Increase or decrease (%) next report period year
Predicted amount of □Increase accumulative net profit 35,000 -- 45,000 111,009 59.46% -- 68.47% √Decrease (RMB'0,000)
Basic income per share □Increase 0.17 -- 0.22 0.53 58.49% -- 67.92% (RMB/Share) √Decrease
1. In the report period, influenced by government macro-control policies and production over-capacity, the selling price of flat glass reduce considerably compare with the same period of last year. The profit of flat glass in the Company will reduce considerably compared with the same period of last year. Statement on performance 2. Influenced by the European debt crisis and government subsidy cut, the solar photovoltaic herald industry keeps sluggish in the report period. The selling price of polysilicon, cells & modules and solar energy glass decline considerably compared with the same period of last year. The profit of solar energy industry of the Company will reduce considerably compared with the same period of last year for the above reasons.
(V) Statement of the Board on the “non-standard auditors’ report” issued by the CPA on the current report period
□Applicable √Non-applicable
(VI) Statement of the Board on the variation and treatment of events that involved in the“non-standard auditors’ report” issued by the CPA on previous fiscal year
□Applicable √Non-applicable
(VII) Results of disccusion by the Board on the causation and impact of change in accounting policies and estimations or correction of material accounting errors
□Applicable √Non-applicable
22 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(VIII) Formulation and implementation of cash dividend policies
The Company always attaches importance to reasonable return to shareholders. To Strengthen the reasonable return to investors and fully protect rights of shareholders such as sharing legal earnings, the Company held extraordinary meeting of the 6th Board of Directors on Jul. 19 of 2012 which reviewed proposal of revising Article of Association and argument report of plan for shareholders' return as well as plans in future 3-year (2012-2014) and relevant contents. All the decisions were made in accordance with Notice To Further Carrying Out Relevant Events About Cash Dividend (证监发[2012]37 号) established by CSRC and relevant rules of Notice To Seriously Carrying Out Related Requirements for Notice To Further Carrying Out Relevant Events About Cash Dividend (深证局 公司字〔2012〕43 号) established by Shenzhen Securities Regulator Commission. And the 1st extraordinary shareholders' meeting was held on Aug. 6 of 2012 which reviewed and passed these contents. The Company strictly followed the Articles of Association and implemented profit distribution policy. The formulation and implementation of cash dividend policy were in accordance with rules of the Article and requirements from decision of shareholders' meeting. Dividend standard and proportion were clear. Relevant decision-making procedure and mechanism were enough. Independent directors have clear responsibility and have chance to play their actions. Medium and small shareholders have chance to fully express opinions and appeal and their legal interests were protected.
(IX) Profit distribution or capitalizing of common reserves
□Applicable √Non-applicable
(X) Situation of positive retained profit at the end of 2011 but no cash dividend was proposed
□Applicable √Non-applicable
(XI) Establishing and performing of information insider administration scheme
In order to strengthen the management of insider information and perfect the report system of insiders, the company revised “Management of Information Disclosure” at the 10th Meeting of the 5th Session of the Board and then enforced it strictly. During the report period, the company was strictly in accordance with the relevant rules to register insider information in daily work. It prevented the information from revealing and ensured the fairness of information disclosure. It didn‟t occurred that the insiders used the undisclosed information to trade the company stocks before the important information which had a great influence on stock price was disclosed. The insiders were not investigated by the supervisory authorities either.
Retrospective examination and tracking of insiders who have been trading the Company‟s shares and its derivatives □Applicable √Non-applicable Punishment or supervising treatment by the supervisory authorities on the Company or related persons for the performing of information insider administration scheme or involving with insider trading □Applicable √Non-applicable
23 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(XII) Other issues to be disclosed
(XIII) Change in liability and credit situation, and cash arrangement for repaying of debts (This form is only for PLCs which issued convertible bonds.)
□Applicable √Non-applicable
VII. Significant Events
(I)Corporate governance
In strict compliance with the requirements of the relevant laws and regulation including The Company Law, Securities Law and Rule of Governance for Listed Company, the Company has been putting efforts in improving the corporate governance, strengthening management of information disclosure, regulating operation activities and establishing a modern corporate system. At present, the system for corporate governance of the Company is basically perfect, operation is regulated, corporate governance is consummated, which accord with the requirements of relevant document on corporate governance of listed company issued by CSRS. During the report period, in order to improve its management structure and to implement the internal control, according to the requirements of Shenzhen Securities Regulatory Bureau “Notice on Further Improvement on the Internal Control of Listed Company in Shenzhen Area” (深证局发〔2012〕105 号), the company summed up “the Standard Implementation of Internal Control in 2011” , and drew up “the Development of Internal Control”, to optimize the internal control system and operational mechanism and to improve the company management, operation and risk protection to a higher level. During the report period, it does not exist that the company provides the undisclosed information to the largest shareholder and actual controller. And it does not exist that non-operating fund of listed company is occupied by the largest shareholder and its affiliated enterprises.
(II) Dividend plans, reserve capitalizing plans,or share issuing plans proposed in previous period and implemented in the current period
√Applicable □Non-applicable The profit distribution plan for 2011 was approved by Annual Shareholders‟ General Meeting 2011 on 17April 2012 which distributed RMB 1.8 (tax included) in cash for every 10 shares to all shareholders. Notice of the distribution has been published on China Securities Journal, Securities Times and Hong Kong Commercial Daily on 19 May 2012, and the profit has been distributed. No profit distribution and capital reserve capitalizing of the Company exercised in the first half year of 2012.
(III) Material lawsuits and arbitrations
□Applicable √Non-applicable
(IV) Bankrupcy or capital reorganizing
□Applicable √Non-applicable
24 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(V) Holding other PLC’s shares or participating of financial entities
1. Securities investment
□Applicable √Non-applicable Statement on securities investment Nil.
2. Shareholding of other PLC’s shares
√Applicable □Non-applicable Statement on holding other PLC‟s shares Proportion Changes in Initial Book value at Gains/loss in Stock stock of equity of owners‟ equity investment the end of the report Item in accounting Resources code Abbr. the company in the report capital(RMB) period (RMB) period(RMB) (%) period(RMB) Legal Golden- Available-for-sale 300093 23,000,000 8.33% 122,806,632 360,000 3,782,674 person financial assets Glass shares
Total 23,000,000 -- 122,806,632 360,000 3,782,674 --
Statement on shareholding of other PLC‟s shares: The Company holds 18,000, 000 shares of Guangdong Golden Glass Technology Co., Ltd (“Golden Glass”) and has its 8.33% voting power. Golden Glass was listed on 8 July, 2010. 13,884,800 shares held by the company were restricted for 12 months since the day Golden Glass listed. 4,115,200 shares held by the company were restricted forv36 months since the day Golden Glass listed.
3. Shareholding of non-listed financial entities
□Applicable √Non-applicable Statement on shareholding of non-listed financial entities Nil.
4. Trading of other PLC’s shares
□Applicable √Non-applicable Statement on trading of other PLC‟s shares Nil.
(VI) Assets transaction
1. Assets purchased or acquired
□Applicable √Non-applicable Statement on Assets purchased or acquired Nil.
25 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
2. Assets sold
□Applicable √Non-applicable Statement on Assets sold Nil.
3. Asset exchange
□Applicable √Non-applicable Statement on Asset exchange Nil.
4. Merger of entities
□Applicable √Non-applicable
5. Since releasing of capital restructuring report or asset acquisition or disposal report, their progress and influences on the business performance and financial positions.
□Applicable √Non-applicable
(VII) Statement on share increasing proposal raised by the majority shareholder or its action-in-concert parties in the report period
□Applicable √Non-applicable
(VIII) Implementation and influences of share equity incentive program
√Applicable □Non-applicable Incentive objects refers to middle and senior management as well as core Range of incentive objects in reporting period technicians, excluding supervisors and independent director of the Company
Total equity granted in reporting period(Share) 0
Total equity exercise in reporting period(Share) 18,130,500
Total failure equity in reporting period (Share) -501,500
Total cumulative equity that granted without 0 exercise till end of report period (Share)
Total cumulative equity that granted and 55,798,250 exercise till end of report period (Share)
The Company issued 49.14 million restricted A-shares through private offering in Particular about granted price and exercising total to 244 specific employees privately in July 2008, at price of RMB 8.58 per price that adjusted previously in report period as share. The raised fund is RMB 421,621,200. well as the new price after adjustment 1. In July 2009, the Company implemented 2008 Annual Equity Distribution
26 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Plan, namely sending cash RMB 1.0 (tax included) per 10 shares to all shareholders. According as regulations in Incentive Plan, the 9th meeting of the 5th Board of Directors adjusted buying back price of the restricted A share to RMB 8.48 per share. 2. In May 2010, the Company implemented 2009 Annual Equity 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. According as regulations in Incentive Plan, the 15th meeting of the 5th Board of Directors adjusted buying back price of the restricted A share to RMB 4.78 per share. 3. In May 2011, the Company implemented 2010 Annual Equity Distribution Plan, namely sending cash RMB 3.50 (tax included) per 10 shares to all shareholders. According as regulations in Incentive Plan, the 1st meeting of the 6th Board of Directors adjusted buying back price of the restricted A share to RMB 4.43 per share. 4. In May 2012, the Company implemented 2011 Annual Equity Distribution Plan, namely sending cash RMB 1.80 (tax included) per 10 shares to all shareholders. According as regulations in Incentive Plan, the 6th meeting of the 6th Board of Directors adjusted buying back price of the restricted A share to RMB 4.25 per share.
Equity authorized and exercise for directors, supervisors and senior executives in report period
Amount of equity Amount of equity not Amount of equity exercise Name Title authorized in report period exercise at period-end in report period (Share) (Share) yet (Share)
Zeng Nan Chairman of the Board 0 1,700,000 0 /CEO
Wu Guobin Director /Vice president 0 680,000 0
Luo Youming CFO 0 680,000 0
Ke Hanqi Vice president 0 680,000 0
Lu Wenhui Vice president 0 255,000 0
Zhou Hong Secretary of the Board 0 106,250 0
Changes of share capital arising from exercising N/A by incentive objects
Fair value of restricted A-share of the Company was recognized as the difference between the closing price at Grant Date and granted price. And should exercise after completed the service within Waiting Period and with performance conditions qualified. In Waiting Period, base on the optimum estimate of vesting Measurement of fair-value of equity instrument equity instrument, the service obtained in current period should reckoned into relevant costs or expenses subject to the fair value of equity instrument at Grant Date, increase capital reserve correspondingly. Adjusting when the amount of equity instrument stated in follow-up information is difference from the previous
27 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
estimate, which were able to unlock and exercise: on every balance sheet date in Waiting Period, the Company will amend the predict vesting equity instrument amount according to the optimum estimate carried out by follow-up information of variation of vesting staffs, obtained recently. On vesting date, estimate the amount of vesting equity instrument the same as amount of actual vesting equity instrument finally.
Model, parameter and selected standards for No valuation techniques adopted. valuation techniques
Apportion period of fair-value of equity instrument: validation of restricted shares was 60 months since grant date and has lock period of 12 months since grant date; 48 months after lock period was the un-lock term. In un-lock period, the Apportion period and results of fair-value of incentive objects have four times to applying un-lock while un-lock condition equity instrument was satisfied: 12 months, 24 months, 36 months and 48 months later since grant date respectively for 25% of total granted restricted shares un-lock. In 2012, the employees‟ service cost was recognized as RMB 6.63 million due to the requirement of incentive plan, capital reserve was increased correspondingly.
(XI) Significant related transaction
1. Related transaction related to daily operation □Applicable √Non-applicable
2. Related transaction incurred by purchase or sales of assets
□Applicable √Non-applicable
3. Significant related transactions related to collaborated external investment
□Applicable √Non-applicable
4. Credits and debts with related parties
□Applicable √Non-applicable Capital appropriation and progress of clearing □Applicable √Non-applicable The penalty plan proposed by the Board if the clearing of non-operational capital appropriation has not been completed till the end of report period □Applicable √Non-applicable
28 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
5. Other significant related transaction
(X) Major contracts and execution
1. Trusteeship, contract, or lease which contributes 10% or over of total profit of the period
(1) Trusteeship
□Applicable √Non-applicable
(2) Contract
□Applicable √Non-applicable
(3) Lease
□Applicable √Non-applicable
2. Guarantees
√Applicable □Non-applicable Unit: RMB‟0,000 Particulars about the external guarantee of the Company (Barring the guarantee for subsidiaries) Guarante Complete e for Related Actual date of Actual Guar Name of the Guarant implemen related Announcement happening (Date of guarante Guarantee type antee Company guaranteed ee limit tation or party disclosure date signing agreement) e limit term not (Yes or no)
Total actual occurred Total approving external guarantee in 0.00 external guarantee in report 0.00 report period (A1) period (A2) Total actual balance of Total approved external guarantee at the 0.00 external guarantee at the end 0.00 end of report period ( A3) of report period (A4) Guarantee of the Company for the subsidiaries Compl Actual date of ete Guarantee Name of the Related Actual Guara Guarantee happening (Date Guarantee imple for related Company Announcement guarantee ntee limit of signing type mentat party (Yes guaranteed disclosure date limit term agreement) ion or or no) not Hebei CSG Glass Credit 3 2012-1-20 5,000 2012-5-21 2,000 No No Co., Ltd. guarantee years Wujiang CSG Glass Credit 3 2012-1-20 4,000 2012-3-5 3,890 No No Co., Ltd. guarantee years Dongguan CSG Credit 2 Solar Glass Co., 2012-1-20 10,000 2012-6-13 3,793.78 No No guarantee years Ltd. Shenzhen CSG Credit 3 2012-1-20 30,000 2012-6-20 1,500 No No Float Glass Co., Ltd. guarantee years Xianning CSG Credit 3 2012-3-27 8,948.74 2012-6-8 943.15 No No Glass Co., Ltd. guarantee years Hebei CSG Glass Credit 2012-4-24 9,487.35 2012-5-15 2,500 1 year No No Co., Ltd. guarantee
29 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Chengdu CSG Glass Credit 2012-4-24 9,487.35 2012-4-25 2,000 1 year No No Co., Ltd. guarantee Total amount of actual Total amount of approving guarantee occurred guarantee for for subsidiaries in report period (B1) subsidiaries in report period 299,528.14 66,189.71 (B2) Total balance of actual Total amount of approved guarantee for guarantee for subsidiaries at subsidiaries at the end of reporting the end of reporting period period (B3) 689,556.67 (B4) 98,116.64 Total amount of guarantee of the Company( total of two abovementioned guarantee) Total amount of actual Total amount of approving guarantee in occurred guarantee in report report period (A1+B1) 299,528.14 period (A2+B2) 66,189.71 Total balance of actual Total amount of approved guarantee at the guarantee at the end of end of report period (A3+B3) 689,556.67 report period (A4+B4) 98,116.64 The proportion of the total amount of actually guarantee in the net assets 14.20% of the Company(that is A4+ B4) Including: Amount of guarantee for shareholders, actual controller and its related parties(C) 0.00 The debts guarantee amount provided for the guaranteed parties whose assets-liability ratio exceed 70% directly or indirectly(D) 3,600 Proportion of total amount of guarantee in net assets of the Company exceed 50%(E) 0.00 Total amount of the aforesaid three guarantees(C+D+E) 3,600 Explanations on possibly bearing joint and several liquidating The Company bearing joint responsibility in guarantee responsibilities for undue guarantees range if the subsidiaries end up in default. Explanations on external guarantee against regulated procedures N/A
3. Entrust capital management
□Applicable √Non-applicable
4. Implement of material contracts related to daily operation
5. Other material contracts
□Applicable √Non-applicable
(XI) Statement on issuing of corporate bonds
√Applicable □Non-applicable
Approved by the 2nd Extraordinary Shareholders‟ General Meeting 2009, the Company offered corporate bond on 20 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 rate 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 „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 Commercial Daily and Juchao Website (www.cninfo.com.cn) dated 26 October 2010.
30 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
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 corporate bond were paid by the Company. The Company will continuously guarantee debt servicing ability by solid development of own business in the future.
(XII) Implementation of commitments
1. Commitments of shareholders with over 5% of shares made in the report period or carried over from previous period
√Applicable □Non-applicable Item of Commitment Commitmen Promisee Content of commitments Implementation Commitments date t term The Company has implemented share merger the original reform in May 2006. Till June 2008, the share of non-tradable the original non-tradable shareholders which holding over 5% total shares of the Company had shareholder all released. Therein, the original non-tradable Shenzhen shareholder Shenzhen International Holdings (SZ) Limited (with former name of Yiwan International Industrial Development (Shenzhen) Co., Ltd. ) By the end of the Holdings (SZ) and Xin Tong Chan Industrial Development (Shenzhen) Co., Ltd. both are wholly-funded report period, the Limited and Xin subsidiaries to Shenzhen International Holdings original Limited (hereinafter Shenzhen International for Commitments Tong Chan short) listed in Hong Kong united stock exchange non-tradable for Share Industrial main board. On 9 July 2009, Shenzhen 2009-7-9 N/A Merger shareholders of International held the Shareholders‟ General Reform Development Meeting and authorized its board of directors to the Company have (Shenzhen) Co., sell the CSG A share held by Shenzhen strictly carried out Ltd. International at price of no less than RMB 8.5. Shenzhen International made commitment that it their promises. would strictly carry out related regulations of Securities Law, Administration of the Takeover of Listed Companies Procedures and Guiding Opinions on the Listed Companies‟ Transfer of Original Shares Released from Trading Restrictions issued by CSRC during implementing share decreasingly-held plan and take information disclosure responsibility timely. Commitments in report of acquisition or equity change Commitments in assets replacement Commitments made in issuing Other commitments for medium and small shareholders Completed on √ Yes □ No time or not Detail reasons for N/A un-complemen t and further
31 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 plan Whether made a promise to horizontal competition □ Yes √ No and related transactions that resulted or not Solution term N/A promised Solution way N/A Complementat N/A ion
2. Statement on assets or projects that reached the original profit forecasted and the report period still in forecasted period as well as its reasons while, and there are profit forecast on assets or projects of the Company
□Applicable √Non-applicable
(XIII) Items of other comprehensive income
Unit: RMB Items This period Last period 1. Gains(losses) from financial assets available for sales 4,913,805
Less: Income tax influences from financial assets available for sales 1,131,131 Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 3,782,674 2. Shares in the other consolidated income of the investee calculated based on equity method Less: Income tax influences of shares in the other consolidated income of the investee calculated based on equity method Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal
3. Gains(losses) from cash flow hedge instrument
Less: Income tax influences from cash flow hedge Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Adjusted amount transferred to initial confirmed amount of the arbitraged items Subtotal
4. Differences from translating foreign currency financial statements 453,048 127,450 Less: Net amount of disposing overseas business transferred to current gains/losses Subtotal 453,048 127,450
5. Others 1,450,000
32 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Less: Income tax influences by others reckoned into other consolidated income Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 1,450,000
Total 4,235,722 1,577,450
(XIV) Reception of investigations, communications, or interviews in the report period
Main content Date Place Way Type Visitors involved and material provided Introduction the Shanghai Shenyin Wanguo Research & Consulting, Da disclosed In the Spot information about 2012-02-02 Institution Cheng Fund Management Co., Ltd., Great Wall Securities Company investigation operation and Co., Ltd. production of the Company. Introduction the BOCOM Schroders Fund Management Co., Ltd., CITIC disclosed In the Spot information about 2012-02-06 Institution Securities, Guotai Junan Securities Co., Ltd., China Post & Company investigation operation and Capital Fund Management Co., Ltd. production of the Company. Introduction the disclosed In the Spot Changjiang Securities Co., Ltd., Essence Securities Co., information about 2012-02-09 Institution Company investigation Ltd., CITIC Securities operation and production of the Company. Introduction the disclosed In the Spot information about 2012-05-24 Institution Orient Securities Co., Ltd. Company investigation operation and production of the Company. Introduction the disclosed In the Spot information about 2012-05-29 Institution Huatai United Securities Co., Ltd. Company investigation operation and production of the Company.
(XV) Engaging and dismissing of CPA
Whether the semi-annual report was audited or not □ Yes √ No
(XVI)Punishment and correction on the Company and/or the directors, supervisors, executives, shareholders, actual controller, and purchasers
□Applicable √Non-applicable
(XVII) Other material events
√Applicable □Non-applicable
33 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
1. On 6 August 2012, the First Extraordinary Shareholders‟ General Meeting 2012 deliberated and approved the proposal of “repurchasing part of the domestically listed foreign shares (B-share) of the Company”. The company will repurchase no more than 200 million “B” shares with less than HKD 6 per share by centralized price bidding in Shenzhen Stock Exchange after puting on file in relevant regulatory bureau and gaining approval from relevant of authorized commerce and State Administration of Foreign Exchange. The repurchase term will be effective within 12 months since the approved date of shareholders‟ general meeting. More details could be found in relevant notices published at China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website www.cninfo.com.cn on 20 July 2012 and 7 August 2012.
2. Short-term financing bills
On 15 April 2011, annual shareholders‟ general meeting 2010 of CSG Holding Co., Ltd. considered and passed the proposal of publishing short-term financing bills, agreed the Company‟s application for publishing short-term financing bills with total amount of RMB 0.7 billion. On 5 August 2011, the registration committee of Chinese inter-bank market dealers association held the thirty-fourth 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., Ltd. and China Merchants Bank Co., Ltd., publicly issue to institutional investors of China‟s inter-bank bond market by bookkeeping, book building, centralizing and placing, and could be issued by stages within the validity period of registration. On 15 September 2011, the Company successfully published short-term financing bills 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 approved the proposal of short-term financing bills offering with application of short-term financing bill within RMB 2.2 billion limit.
More information can be found on www.chinabond.com.cn and www.chinamoney.com.cn.
3. Expiration of the plan for offering A-share privately
On 7 April 2011, the 2nd Extraordinary Shareholders‟ General Meeting 2011 deliberated and approved the “proposal of offering A-share privately in 2011” with no more than RMB 250 million A-shares offered. Validity of the proposal was within 12 months since the approved date. As of 7 April 2012, the above privately share offering plan expired along with the 12 months end since approved date of shareholders‟ general meeting. More details can be found in relevant notice published at China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website www.cninfo.com.cn dated 8 April 2011 and 7 April 2012.
(XVIII) Material change in profitability, asset, and credit situation of the guarantor of the convertible bonds
(Only for PLCs issued convertible bonds) □Applicable √Non-applicable
(XIX) Index for information disclosured
Item Name of the press for disclosure Date Internet website Resolution Notice of Special Meeting of 6th Session of China Securities Journal, Securities Times 2012-1-20 www.cninfo.com.cn the Board and Hong Kong Commercial Daily Notice of Guarantee for Controlling Subsidiary China Securities Journal, Securities Times 2012-1-20 www.cninfo.com.cn and Hong Kong Commercial Daily Notice of Resignation of Independent Director of the China Securities Journal, Securities Times 2012-3-2 www.cninfo.com.cn Company and Hong Kong Commercial Daily Annual Report of 2011 and its Summary China Securities Journal, Securities Times 2012-3-27 www.cninfo.com.cn
34 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
and Hong Kong Commercial Daily Resolution Notice of 5th Meeting of 6th Session of the China Securities Journal, Securities Times 2012-3-27 www.cninfo.com.cn Board and Hong Kong Commercial Daily Resolution Notice of 5th Meeting of 6th Session of China Securities Journal, Securities Times 2012-3-27 www.cninfo.com.cn Supervisory Committee and Hong Kong Commercial Daily Convening Annual Shareholders‟ General Meeting of China Securities Journal, Securities Times 2012-3-27 www.cninfo.com.cn 2011 and Hong Kong Commercial Daily Notice of Guarantee for Controlling Subsidiary China Securities Journal, Securities Times 2012-3-27 www.cninfo.com.cn and Hong Kong Commercial Daily Resolution Notice of Special Meeting of 6th Session of China Securities Journal, Securities Times 2012-4-7 www.cninfo.com.cn the Board and Hong Kong Commercial Daily Notice of Performance Forecast China Securities Journal, Securities Times 2012-4-7 www.cninfo.com.cn and Hong Kong Commercial Daily Suggestive Notice of the Expiration for Private A-share China Securities Journal, Securities Times 2012-4-7 www.cninfo.com.cn Offering and Hong Kong Commercial Daily Statement of Nomination of Independent Directors and China Securities Journal, Securities Times 2012-3-23 www.cninfo.com.cn Candidates and Hong Kong Commercial Daily Resolution Notice of Annual Shareholders‟ General China Securities Journal, Securities Times 2012-4-18 www.cninfo.com.cn Meeting of 2011 and Hong Kong Commercial Daily Tracking Rating Results for Corporate Bond “10 CSG China Securities Journal, Securities Times 2012-4-20 www.cninfo.com.cn 01” and “10 CSG 02” and Hong Kong Commercial Daily Resolution Notice of 6th Meeting of 6th Session of the China Securities Journal, Securities Times 2012-4-24 www.cninfo.com.cn Board and Hong Kong Commercial Daily Text of First Quarterly Report for yare of 2012 China Securities Journal, Securities Times 2012-4-24 www.cninfo.com.cn and Hong Kong Commercial Daily Notice of Guarantee for Controlling Subsidiary China Securities Journal, Securities Times 2012-4-24 www.cninfo.com.cn and Hong Kong Commercial Daily Implementation of Equity Allocation for year of 2011 China Securities Journal, Securities Times 2012-5-19 www.cninfo.com.cn and Hong Kong Commercial Daily Notice of Supplementary of Annual Report 2011 China Securities Journal, Securities Times 2012-5-19 www.cninfo.com.cn and Hong Kong Commercial Daily Completion of Repurchasing and Cancellation for China Securities Journal, Securities Times 2012-5-22 www.cninfo.com.cn Restricted Shares Granted by Equity Incentive and Hong Kong Commercial Daily Resolution Notice of Special Meeting of 6th Session of China Securities Journal, Securities Times 2012-6-9 www.cninfo.com.cn the Board and Hong Kong Commercial Daily Notice of the Board of Directors China Securities Journal, Securities Times 2012-6-9 www.cninfo.com.cn and Hong Kong Commercial Daily Completion of Un-lock for Shares of Equity Incentive China Securities Journal, Securities Times 2012-6-27 www.cninfo.com.cn for year of 2012 and Hong Kong Commercial Daily
VIII. Financial Report
(I) Auditors’ Report
Whether the Interim Report is audited or not □ Yes √ No
(II) Financial Statements
Consolidated or not √ Yes □ No All figures in the financial statements are in RMB except for otherwise stated. All figures in the Notes to the Financial Statements are in RMB.
35 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
1. Consolidated Balance Sheet
Unit: RMB
Items Note Ending balance Beginning balance
Current asset:
Monetary capital 432,879,811 656,239,151
Settlement provision
Outgoing call loan
Transactional financial assets
Notes receivable 287,857,054 465,326,418
Account receivable 400,500,221 315,204,776
Prepayment 67,140,372 53,946,544
Insurance receivable
Reinsurance receivable
Provisions of Reinsurance contracts receivable
Interest receivable
Dividend receivable 339,963
Other account receivable 108,896,845 51,555,671
Repurchasing of financial assets
Inventories 596,984,460 479,716,050
Non-current asset due in 1 year
Other current asset 177,037,679 913,630,129
Total of current asset 2,071,636,405 2,935,618,739
Non-current assets
Disburse of consigned loans
Available-for-sale financial asset 122,806,632 117,892,827
Expired investment in possess
Long-term receivable
Long-term share equity investment
Investment real estates
Fixed assets 9,572,808,838 9,431,688,834
Construction in process 1,800,395,355 1,713,437,065
Engineering goods
Fixed asset disposal
Production physical assets
36 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Gas & petrol
Intangible assets 957,703,981 913,473,642
R&D expense 14,210,671 30,688,334
Goodwill 18,404,380 18,404,380
Long-term amortizable expenses 2,092,423 1,319,695
Differed income tax asset 94,483,662 81,376,849
Other non-current asset 37,490,712 37,490,712
Total of non-current assets 12,620,396,654 12,345,772,338
Total of assets 14,692,033,059 15,281,391,077
Current liabilities
Short-term loans 1,713,555,928 1,546,224,149
Loan from Central Bank
Deposit received and hold for others
Call loan received
Trade off financial liabilities
Notes payable 331,729,305 106,118,119
Account payable 1,284,726,204 1,345,809,426
Prepayment received 131,121,359 135,537,639
Selling of repurchased financial assets
Fees and commissions receivable
Employees‟ wage payable 81,658,080 139,392,699
Tax payable 115,878,381 139,317,213
Interest payable 116,969,464 38,423,616
Dividend payable 687,627 687,627
Other account payable 165,467,190 886,647,082
Reinsurance fee payable
Insurance contract provision
Entrusted trading of securities
Entrusted selling of securities
Non-current liability due in 1 year 348,870,580 180,033,101
Other current liability 526,872 2,926,872
Total of current liability 4,291,190,990 4,521,117,543
Non-current liabilities
Long-term borrowings 856,687,995 1,088,240,944
37 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Bond payable 1,984,509,732 1,982,441,160
Long-term payable
Special payable
Anticipated liabilities
Differed income tax liability 39,743,476 44,090,844
Other non-recurring liabilities 317,658,595 339,566,047
Total of non-current liabilities 3,198,599,798 3,454,338,995
Total of liability 7,489,790,788 7,975,456,538
Owners‟ equity (or shareholders‟ equity)
Capital paid in (or share capital) 2,075,335,560 2,075,837,060
Capital reserves 1,390,679,935 1,380,994,405
Less: Shares in stock
Special reserves 12,244,391 10,591,844
Surplus reserves 599,935,097 599,935,097
Common risk provision
Retained profit 2,715,406,026 2,842,873,242
Different of foreign currency translation 1,294,553 886,336
Total of owner‟s equity belong to the parent company 6,794,895,562 6,911,117,984
Minor shareholders‟ equity 407,346,709 394,816,555
Total of owners‟ equity (or shareholders‟ equity) 7,202,242,271 7,305,934,539
Total of liability and shareholders‟ equity (or owners‟ equity) 14,692,033,059 15,281,391,077
Legal Representative：Zeng Nan CFO：Luo Youming Manager of the financial department：Huang Yanbing
2. Balance Sheet of the Parent Company
Unit: RMB
Items Note Ending balance Beginning balance
Current asset:
Monetary capital 86,774,985 229,898,568
Transactional financial assets
Notes receivable
Account receivable
Prepayment
Interest receivable
38 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Dividend receivable 351,258,555
Other account receivable 1,626,710,908 1,464,351,799
Inventories
Non-current asset due in 1 year
Other current asset
Total of current asset 2,064,744,448 1,694,250,367
Non-current assets
Available-for-sale financial asset 94,192,742 90,423,881
Expired investment in possess
Long-term receivable 2,078,757,725 2,165,031,152
Long-term share equity investment 4,767,960,592 4,568,233,404
Investment real estates
Fixed assets 15,012,679 14,583,342
Construction in process
Engineering goods
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 3,315,334 3,537,234
R&D expense
Goodwill
Long-term amortizable expenses
Differed income tax asset
Other non-current asset
Total of non-current assets 6,959,239,072 6,841,809,013
Total of assets 9,023,983,520 8,536,059,380
Current liabilities
Short-term loans 700,000,000 761,613,200
Trade off financial liabilities
Notes payable
Account payable
Prepayment received
Employees‟ wage payable 3,930,802 40,403,745
Tax payable 69,194 609,880
39 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Interest payable 10,512,366 2,984,980
Dividend payable 687,627 687,627
Other account payable 965,990,775 947,884,945
Non-current liability due in 1 year
Other current liability
Total of current liability 1,681,190,764 1,754,184,377
Non-current liabilities
Long-term borrowings 130,000,000
Bond payable 1,984,509,732 1,982,441,160
Long-term payable
Special payable
Anticipated liabilities
Differed income tax liability 19,137,936 18,195,720
Other non-recurring liabilities
Total of non-current liabilities 2,133,647,668 2,000,636,880
Total of liability 3,814,838,432 3,754,821,257
Owners‟ equity (or shareholders‟ equity)
Capital paid in (or share capital) 2,075,335,560 2,075,837,060
Capital reserves 1,425,796,805 1,417,697,982
Less: Shares in stock
Special reserves
Surplus reserves 599,935,097 599,935,097
Retained profit 1,108,077,626 687,767,984
Different of foreign currency translation
Total of owners‟ equity (or shareholders‟ equity) 5,209,145,088 4,781,238,123
Total of liability and shareholders‟ equity (or owners‟ equity) 9,023,983,520 8,536,059,380
3.Consolidated Income Statement
Unit: RMB
Items Note Balance of this perion Balance of last period
I. Total revenue 3,345,250,485 4,438,534,102
Incl. Business income 3,345,250,485 4,438,534,102
Interest income
40 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Insurance fee earned
Fee and commission received
II. Total business cost 3,136,889,399 3,378,038,940
Incl. Business cost 2,638,127,535 2,876,324,402
Interest expense
Fee and commission paid
Insurance discharge payment
Net claim amount paid
Net insurance policy reserves provided
Insurance policy dividend paid
Reinsurance expenses
Business tax and surcharge 17,025,087 27,343,805
Sales expense 105,534,834 139,454,241
Administrative expense 239,508,122 264,759,103
Financial expenses 133,352,212 65,210,104
Asset impairment loss 3,341,609 4,947,285
Plus: gains from change of fair value (“-“for loss)
Investment gains (“-“ for loss) 62,612,488 6,496,792
Incl. Investment gains from affiliates
Exchange gains (“-“ for loss)
III. Operational profit (“-“ for loss) 270,973,574 1,066,991,954
Plus: non-operational income 79,821,073 41,905,050
Less: non-operational expenditure 857,836 682,284
Incl. Loss from disposal of non-current assets 480,793 360,947
IV. Gross profit (“-“ for loss) 349,936,811 1,108,214,720
Less: Income tax expenses 55,928,766 189,427,287
V. Net profit (“-“ for net loss) 294,008,045 918,787,433
Including: Net profit realized by the entity taken over before the takeover
Net profit attributable to the owners of parent company 246,093,185 837,643,342
Minor shareholders‟ equity 47,914,860 81,144,091
VI. Earnings per share: -- --
(I) Basic earnings per share 0.12 0.40
(II) Diluted earnings per share 0.12 0.40
41 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
VII. Other misc. incomes 4,235,722 1,577,450
VIII. Total of misc. incomes 298,243,767 920,364,883
Total of misc. incomes attributable to the owners of the parent company 250,284,076 839,220,792
Total misc gains attributable to the minor shareholders 47,959,691 81,144,091
Net profit contributed by entities merged under common control in the report period was RMB 0.
Legal Representative：Zeng Nan CFO：Luo Youming Manager of the financial department：Huang Yanbing
4. Income Statement of the Parent Co.
Unit：RMB
Items Note Balance of this period Balance of last period
I. Turnover 1,257,853 1,413,307
Less: Operation cost 70,566 371,240
Business tax and surcharge
Sales expense
Administrative expense 8,299,423 34,248,907
Financial expenses 9,227,432 1,703,817
Asset impairment loss 320,779
Plus: gains from change of fair value (“-“ for loss)
Investment gains (“-“ for loss) 805,030,048 1,053,340,716
Incl. Investment gains from affiliates
II. Operational profit (“-“ for loss) 788,369,701 1,018,430,059
Plus: Non business income 5,501,000 200,000
Less: Non-business expenses 658 3,622
Incl. Loss from disposal of non-current assets 658 3,622
III. Total profit (“-“ for loss) 793,870,043 1,018,626,437
Less: Income tax expenses 212,380
IV.Net profit (“-“ for net loss) 793,870,043 1,018,838,817
V. Earnings per share -- --
(I) Basic earnings per share
(II) Diluted earnings per share
VI. Other misc gains 2,826,646 -
VII. Total of integrated income 796,696,689 1,018,838,817
42 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
5. Consolidated Cash Flow Statement
Unit: RMB
Items Amount of the current period Amount of the previous period
I. Net cash flow from business operation
Cash received from sales of products and providing of services 3,884,202,986 4,632,052,605
Net increase of customer deposits and capital kept for brother company
Net increase of loans from central bank
Net increase of inter-bank loans from other financial bodies
Cash received against original insurance contract
Net cash received from reinsurance business
Net increase of client deposit and investment
Net increase of trade financial asset disposal
Cash received as interest, processing fee, and commission
Net increase of inter-bank fund received
Net increase of repurchasing business
Tax returned 58,510,844 127,969,773
Other cash received from business operation 79,969,296 48,874,065
Sub-total of cash inflow from business activities 4,022,683,126 4,808,896,443
Cash paid for purchasing of merchandise and services 2,270,615,052 2,678,916,277
Net increase of client trade and advance
Net increase of savings in central bank and brother company
Cash paid for original contract claim
Cash paid for interest, processing fee and commission
Cash paid for policy dividend
Cash paid to staffs or paid for staffs 400,029,889 482,145,788
Taxes paid 308,216,035 534,625,872
Other cash paid for business activities 195,910,015 170,508,182
Sub-total of cash outflow from business activities 3,174,770,991 3,866,196,119
Cash flow generated by business operation, net 847,912,135 942,700,324
II. Cash flow generated by investing
Cash received from investment retrieving
Cash received as investment profit
Net cash retrieved from disposal of fixed assets, intangible assets, 1,295,724 873,720
43 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 and other long-term assets
Net cash received from disposal of subsidiaries or other 78,552,498 182,582,884 operational units
Other investment-related cash received 20,095,500 80,502,447
Sub-total of cash inflow due to investment activities 99,943,722 263,959,051
Cash paid for construction of fixed assets, intangible assets and 732,552,554 1,589,103,709 other long-term assets
Cash paid as investment 27,068,998 55,535,338
Net increase of loan against pledge
Net cash received from subsidiaries and other operational units
Other cash paid for investment activities 5,281,759 10,000,000
Sub-total of cash outflow due to investment activities 764,903,311 1,654,639,047
Net cash flow generated by investment -664,959,589 -1,390,679,996
III. Cash flow generated by financing
Cash received as investment 52,855,285 156,000,472
Incl. Cash received as investment from minor shareholders 52,855,285 156,000,472
Cash received as loans 1,103,228,957 2,327,865,348
Cash received from bond placing
Other financing-related cash received 36,000,000 142,976,786
Subtotal of cash inflow from financing activities 1,192,084,242 2,626,842,606
Cash to repay debts 998,612,647 1,163,245,143
Cash paid as dividend, profit, or interests 560,507,498 894,331,088
Incl. Dividend and profit paid by subsidiaries to minor 123,764,085 122,822,796 shareholders
Other cash paid for financing activities 81,339,586 9,053,915
Subtotal of cash outflow due to financing activities 1,640,459,731 2,066,630,146
Net cash flow generated by financing -448,375,489 560,212,460
IV. Influence of exchange rate alternation on cash and cash -382,294 -2,618,291 equivalents
V. Net increase of cash and cash equivalents -265,805,237 109,614,497
Plus: Balance of cash and cash equivalents at the beginning of 634,416,575 660,213,739 term
VI. Balance of cash and cash equivalents at the end of term 368,611,338 769,828,236
44 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
6. Cash Flow Statement of the Parent Co.
Unit: RMB
Items Amount of the current period Amount of the previous period
I. Net cash flow from business operation Cash received from sales of products and providing of services Tax returned Other cash received from business operation 2,610,022 2,523,703 Sub-total of cash inflow from business activities 2,610,022 2,523,703 Cash paid for purchasing of merchandise and services Cash paid to staffs or paid for staffs 38,577,674 122,863,889 Taxes paid 129,455 357,258 Other cash paid for business activities 6,756,254 3,833,256 Sub-total of cash outflow from business activities 45,463,383 127,054,403 Cash flow generated by business operation, net -42,853,361 -124,530,700 II. Cash flow generated by investing Cash received from investment retrieving 133,000,000 Cash received as investment profit 352,616,833 991,823,922 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or 62,400,000 150,500,000 other operational units Other investment-related cash received 122,766,734 Sub-total of cash inflow due to investment activities 415,016,833 1,398,090,656 Cash paid for construction of fixed assets, intangible 2,019,736 346,505 assets and other long-term assets Cash paid as investment 158,325,000 715,834,546 Net cash received from subsidiaries and other operational units Other cash paid for investment activities 44,760,602 10,000,000 Sub-total of cash outflow due to investment activities 205,105,338 726,181,051 Net cash flow generated by investment 209,911,495 671,909,605 III. Cash flow generated by financing Cash received as investment Cash received as loans 130,000,000 163,565,640
45 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Other financing-related cash received Subtotal of cash inflow from financing activities 130,000,000 163,565,640 Cash to repay debts 61,500,720 111,983,420 Cash paid as dividend, profit, or interests 374,762,405 728,697,705 Other cash paid for financing activities 2,221,645 2,762,840 Subtotal of cash outflow due to financing activities 438,484,770 843,443,965 Net cash flow generated by financing -308,484,770 -679,878,325 IV. Influence of exchange rate alternation on cash and -1,696,947 -369,735 cash equivalents V. Net increase of cash and cash equivalents -143,123,583 -132,869,155 Plus: Balance of cash and cash equivalents at the 229,898,568 373,901,165 beginning of term VI. Balance of cash and cash equivalents at the end of 86,774,985 241,032,010 term
46 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 7. Statement of Change in Owners’ Equity (Consolidated)
Amount of the Current Term Unit: RMB
Amount of the Current Term
Owners‟ Equity Attributable to the Parent Company Minor Items Less: Shares Common shareholders‟ Capital paid in Capital Special in Special Surplus Retained Total of owners‟ equity risk Others Total of owners‟ (or share capital) reserves reserves reserves reserves profit provision equity stock I. Balance at 2,075,837,060 1,380,994,405 10,591,844 599,935,097 2,842,873,242 886,336 394,816,555 7,305,934,539 the end of last year Plus: Change of accounting policy
Correcting of previous errors
Others II. Balance at the 2,075,837,060 1,380,994,405 10,591,844 599,935,097 2,842,873,242 886,336 394,816,555 7,305,934,539 beginning of current year III. Amount of change in current term -501,500 9,685,530 1,652,547 - 127,467,216 408,217 12,530,154 -103,692,268 (“-“ for decrease) (I) Net profit 246,093,185 47,914,860 294,008,045
(II) Other 3,782,674 408,217 44,831 4,235,722
47 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 misc. income Total of (I) 3,782,674 246,093,185 408,217 47,959,691 298,243,767 and (II) (III) Investment or decreasing of capital -501,500 5,097,505 52,690,308 57,286,313 by owners 1. Capital 52,515,636 52,515,636 inputted by owners 2. Amount of shares paid and accounted as owners‟ 6,817,650 174,672 6,992,322 equity
3. Others -501,500 -1,720,145 -2,221,645 (IV) Profit - 373,560,401 -123,764,085 -497,324,486 allotment 1. Providing of surplus reserves 2. Common risk provision 3. Allotment to the owners (or - 373,560,401 -123,764,085 -497,324,486 shareholders) 4. Others
(V) Internal transferring of owners‟ equity 1. Capitalizing of capital reserves (or to capital shares)
48 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 2. Capitalizing of surplus reserves (or to capital shares) 3. Making up losses by surplus reserves 4. Others (VI) 1,652,547 106,043 1,758,590 Special reserves 1. Provided 1,652,547 106,043 1,758,590 this year 2. Used this term
(VII) Others 805,351 35,538,197 36,343,548 IV. Balance 2,075,335,560 1,390,679,935 12,244,391 599,935,097 2,715,406,026 1,294,553 407,346,709 7,202,242,271 at the end of this term
Amount of Last Term
Unit: RMB
Amount of Last Term
Owners‟ Equity Attributable to the Parent Company Minor Items Less: Shares Common shareholders‟ Capital paid in Capital Special in Special Surplus Retained Total of owners‟ equity risk Others Total of owners‟ (or share capital) reserves reserves reserves reserves profit provision equity stock I. Balance at 2,076,721,060 1,309,834,212 578,000 5,683,705 506,530,148 2,484,699,065 1,981,019 374,347,140 6,759,218,349 the end of last year Plus: Retrospective adjustment caused by merger of entities under
49 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 common control Plus: Change of accounting policy
Correcting of previous errors
Others II. Balance at the 2,076,721,060 1,309,834,212 578,000 5,683,705 506,530,148 2,484,699,065 1,981,019 374,347,140 6,759,218,349 beginning of current year III. Amount of change in current term -884,000 71,160,193 -578,000 4,908,139 93,404,949 358,174,177 -1,094,683 20,469,415 546,716,190 (“-“ for decrease) (I) Net profit 1,178,229,197 159,287,088 1,337,516,285 (II) Other 40,706,691 -1,094,683 362,500 39,974,508 misc. income Total of (I) 40,706,691 1,178,229,197 -1,094,683 159,649,588 1,377,490,793 and (II) (III) Investment or decreasing of capital -884,000 26,394,368 -578,000 178,892,323 204,980,691 by owners 1. Capital 177,085,402 177,085,402 inputted by owners 2. Amount of shares paid and accounted as owners‟ 27,443,948 1,806,921 29,250,869 equity 50 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
3. Others -884,000 -1,049,580 -578,000 -1,355,580 (IV) Profit 93,404,949 - 820,055,020 -130,710,610 -857,360,681 allotment 1. Providing 93,404,949 -93,404,949 of surplus reserves 2. Common risk provision 3. Allotment to the owners (or - 726,650,071 -130,710,610 -857,360,681 shareholders) 4. Others
(V) Internal transferring of owners‟ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3. Making up losses by surplus reserves 4. Others (VI) 4,908,139 679,672 5,587,811 Special reserves 1. Provided 4,908,139 679,672 5,587,811 this year 2. Used this term
(VII) Others 4,059,134 -188,041,558 -183,982,424
51 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 IV. Balance 2,075,837,060 1,380,994,405 10,591,844 599,935,097 2,842,873,242 886,336 394,816,555 7,305,934,539 at the end of this term
8. Statement of Change in Owners‟ Equity (Parent Co.)
Amount of the Current Term Unit: RMB
Amount of the Current Term Items Less: Capital paid in (or Capital Special Common risk Shares in Surplus reserves Retained profit Total of owners‟ equity share capital) reserves provision reserves stock I.Balance at the end of last year 2,075,837,060 1,417,697,982 599,935,097 687,767,984 4,781,238,123
Add: Change of accounting policy
Correcting of previous errors
Other
II.Balance at the beginning 2,075,837,060 1,417,697,982 599,935,097 687,767,984 4,781,238,123 of current year
III.Changed in the current year -501,500 8,098,823 420,309,642 427,906,965
（I） Net profit 793,870,043 793,870,043
（II）Other misc.income 2,826,646 2,826,646
Total of (I) and (II) 2,826,646 793,870,043 796,696,689
(III) Investment or decreasing of -501,500 5,272,177 4,770,677 capital by owners
1. Capital inputted by owners
2．Amount of shares paid and 6,992,322 6,992,322
52 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 accounted as owners„ equity
3. Other -501,500 -1,720,145 -2,221,645
（IV）Profit allotment -373,560,401 -373,560,401
1.Providing of surplus reserves
2.Providing of common risk provisions
3．Allotment to the owners (or -373,560,401 -373,560,401 shareholders)
4．Other
(V) Internal transferring of owners„ equity
1. Capitalizing of capital reserves (or to capital shares)
2. Capitalizing of surplus reserves (or to capital shares)
3．Making up losses by surplus reserves.
4. Other
(VI) Special reserves
1. Provided this year
53 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
2．Used this term
（VII）Other
IV. Balance at the end of this term 2,075,335,560 1,425,796,805 599,935,097 1,108,077,626 5,209,145,088
Amount of the previous term Unit: RMB
Amount of the previous term Items Less: Capital paid in (or Special Common risk Capital reserves Shares in Surplus reserves Retained profit Total of owners‟ equity share capital) reserves provision stock I.Balance at the end of last year 2,076,721,060 1,359,890,506 578,000 506,530,148 573,773,510 4,516,337,224
Add: Change of accounting policy
Correcting of previous errors
Other
II.Balance at the beginning 2,076,721,060 1,359,890,506 578,000 506,530,148 573,773,510 4,516,337,224 of current year
III.Changed in the current year -884,000 57,807,476 -578,000 93,404,949 113,994,474 264,900,899
（I） Net profit 934,049,494 934,049,494
（II）Other misc.income 29,606,187 29,606,187
Total of (I) and (II) 29,606,187 934,049,494 963,655,681
(III) Investment or decreasing of -884,000 28,201,289 -578,000 27,895,289 capital by owners
1. Capital inputted by owners
2．Amount of shares paid 29,250,869 29,250,869 and
54 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 accounted as owners„ equity
3. Other -884,000 -1,049,580 -578,000 -1,355,580
（IV）Profit allotment 93,404,949 -820,055,020 -726,650,071
1.Providing of surplus reserves 93,404,949 -93,404,949
2.Providing of common risk provisions
3．Allotment to the owners (or -726,650,071 -726,650,071 shareholders)
4．Other
(V) Internal transferring of owners„ equity
1. Capitalizing of capital reserves (or to capital shares)
2. Capitalizing of surplus reserves (or to capital shares)
3．Making up losses by surplus reserves.
4. Other
(VI) Special reserves
1. Provided this year
55 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
2．Used this term
（VII）Other
IV. Balance at the end of this term 2,075,837,060 1,417,697,982 599,935,097 687,767,984 4,781,238,123
56 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(III) Basic Information of the Company
CSG Holding Co Ltd (the “Company”) was incorporated in September 1984 in Shenzhen, the People‟s Republic of China (the “PRC”), previously known as China South Glass Company, as a joint venture enterprise by Hong Kong China merchants shipping Co., LTD (香港招商局轮船股份有限公司)、Shenzhen building materials industry corporation(深圳建筑材料工业集团公司)、 China North Industries Corporation (中国北方工业深圳公司) and Guangdong international trust and investment corporation (广东 国际信托投资公司), with a registered capital of US dollar 500,000. In October 1991, as approved by the Shenzhen municipal government with document SFBF (1991) 828, China South Glass Company was reorganized as joint stock limited company, the registered capital was RMB71,232,550, with nominal value of RMB1 per share.
As approved by People‟s Bank of China Shenzhen Branch with document No. SRYFZ (1991)087 and SRYFZ (1992) 010, the Company issued, by public offering, the domestic shares (“A shares”) of 20,300,000 shares and domestically listed foreign shares (“B shares”) of 16,000,000, in October 1991 and January 1992, respectively. Both shares were listed in Shenzhen Stock Exchange in February 1992. The registered capital of the Company increased to RMB107,532,550.
As approved by China Securities Regulatory Committee with document (1995) No.16, State Planning Committee with document JWZ (1994) No. 1748 and State Administrative of Foreign Exchange with document HZF (95) No. 191, the Company issued USD 45 million convertible bonds on Swiss between June and July 1995, of which convertible bonds amounting to USD 44 million had been converted into 75,411,268 B shares, the remaining balances were repaid upon maturity.
The Company issued new capital of RMB832,519,306 during the period from 1993 to 2005 by the means of warrants, bonus issue and capitalisation of capital reserve.
As approved by China Security Regulatory Committee with document ZJFX (2007) No. 231, the Company issued, by private placement, 172,500,000 A shares during the period from 20 September to 27 September 2007, at subscription price of RMB8 per share. The registered capital of the Company increased to 1,187,963,124 upon the completion of the placement.
According to the Company‟s restricted A share stock incentive scheme, the Company granted 49,140,000 A shares to employees through a non-public placement on 16 June 2008, at price of RMB8.58 per share. The registered capital of the Company increased to 1,237,103,124 upon the completion of the issuance.
As 2008 performance of the Group failed to meet the vesting conditions of the A share stock incentive scheme and certain employees left the Group, the Company repurchased and cancelled 13,365,000 A shares in 2009. The company's registered capital was reduced to 1,223,738,124.As some certain employees left the Group in 2009, the Company repurchased and cancelled 1,042,500 A shares on January 2010. The company‟s registered capital was reduced to 1,222,695,624. Pursuant to the resolutions of shareholder‟s meeting on 20 April 2010, the Company paid scrip dividend of 855,886,936 shares, on the basis of total equity 1,22,695,624 issuing 7 shares for each 10 shares by capitalisation of capital surplus. The Company‟s registered capital was increased to 2,078,582,560 thereafter. As certain employees left the Group in 2010, the Company repurchased and cancelled 1,861,500 A shares in July 2010. The company's registered capital was reduced to 2,076,721,060. As certain employees left the Group in 2011, the Company repurchased and cancelled 578,000 A shares in January 2011 and 306,000 A shares in October. The company‟s registered capital was reduced to 2,075,837,060. As certain employees left the Group in 2012, the Company repurchased and cancelled 501,500 A shares in June 2012. The company‟s registered capital was reduced to 2,075,335,560.
The Company and its subsidiaries (collectively referred to the “Group”) are mainly engaged in the manufacturing and selling of floating glass, specialized glass, engineering glass, ITO glass, ceramics products, energy saving glass, silicon related materials and solar panels.
57 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
The financial statements were authorized for issue by the board of directors on 17 August 2012.
(IV) Principal accounting policies, accounting estimates and early errors
1. Basis for the preparation of financial statements
The financial statements have been prepared in accordance with the Basic Standards and 38 Specific Standards of the Accounting standards for Business Enterprises issued by the Ministry of Finance on 15 February 2006, and the Application Guidance for Accounting Standards for Business Enterprises, Interpretation of Accounting Standards for Business Enterprises and other relevant regulations issued thereafter (hereafter referred to as “the Accounting Standards for Business enterprises” or “CAS”), and “Information Disclosure Rule No. 15 for Companies with Public Traded Securities - Financial Reporting General Provision”(2010 Amendment) issued by China Security Regulatory Commission.
As at 30 June 2012, the Group had net current liabilities of RMB 2,219,554,585 and committed capital expenditure of RMB 1,193,854,394. The directors of the Company has assessed the following facts and conditions: a) the Group has been able to generate positive operating cash flows in prior years and expect to do so during the year 2012; b) the Group has maintained good relationship with banks so the Group has been able to successfully renew the bank facilities upon the expiry; In addition, as at 30 June 2012, the Group had unutilised internal banking facilities of approximately RMB 9.9 billion, including the long-term banking facilities of approximately RMB 2.5 billion. The directors are of view that the above banking facilities can meet the funding requirements of the Group‟s debt servicing and capital commitment. Accordingly, the directors of the Company had adopted the going concern basis in the preparation of the financial statements of the Company and the Group.
2. Statement of compliance with the Accounting Standards for Business Enterprises
The financial statements of the Company for the first half year of 2012 truly and completely present the financial position as of 30 June 2012 and the operating results, cash flows and other information for the first half year of 2012 of the Group and the Company in compliance with the Accounting Standards for Business Enterprises.
3. Accounting period
The Company‟s accounting year starts on 1 January and ends on 31 December.
4. Recording currency
The recording currency is Renminbi (RMB).
5. Accounting process method of Business combinations under common and different controlling.
(1)Business combinations involving entities under common control
The assets and liabilities that the combining party obtains in a business combination shall be measured on the basis of their carrying amount in the combined party. As for the balance between the carrying amount of the net assets obtained by the combining party and the carrying amount of the consideration paid by it, the additional paid-in capital shall be adjusted. If the additional paid-in capital is not sufficient to be offset, the retained earnings shall be adjusted. Costs directly attributable to business combination are recorded into the profits and losses once incurred. Transaction costs attributed to issue equity securities or debt securities for business combination are
58 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 recorded into initial recognition amounts of equity securities or debt securities.
(2) Business combinations involving entities not under common control
The cost of combination and identifiable net assets obtained by the acquirer in a business combination are measured at the fair value at the acquisition date. The excess of the cost of acquisition over the Group‟s share of the fair value of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the Group‟s share of fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Costs directly attributable to business combination are included in the profits and losses once incurred. Transaction costs attributed to issue equity securities or debt securities for business combination are recorded into initial recognition amounts of equity securities or debt securities.
6. Basis of preparation of consolidated financial statements
(1) Basis of preparation of consolidated financial statements
The scope of consolidation includes the Company and all of its subsidiaries.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are de-consolidated from the date that control ceases. For the subsidiary being acquired under common control, it is included in the scope of consolidation from the date it first came under the common control with the Company, the net profit or loss of such subsidiary before the acquisition date should also be separately disclosed in the consolidated income statement.
Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group. For subsidiaries acquired in a business combination involving entities not under common control, the individual financial statements of the subsidiaries are adjusted based on the fair value of the identifiable assets and liabilities at the acquisition date.
All significant inter-group balances, transactions and unrealized profits are eliminated in the consolidated financial statements. The portion of equity and net profits or losses of a subsidiary not belonging to the Company is recognized as minority interests and separately presented in equity and net profits respectively.
If the Company do not loss control of the subsidiary, the differences between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary at the transaction date are recorded in capitalization reserve for purchase from minority interests. If the capital surplus is not sufficient to be deducted, retained earnings should be adjusted.
(2) Accounting treatment when the share equity of the same subsidiary is purchased and sold, or sold and purchased in successively two years
7. Confirmation standard of cash and cash equivalent
Cash and cash equivalents comprise cash in hand, deposits held at call with bank and short-term and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
59 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
8. Translating of foreign currency operations and foreign currency report form
(1)Foreign currency transactions
Foreign currency transactions are translated into RMB using the exchange rates prevailing at the dates of the transactions.
At the balance sheet date, monetary items denominated in foreign currency are translated into RMB using the spot exchange rate on the balance sheet date. Exchange differences arising from these translations are recognised in profit or loss for the current period, except for those attributable to foreign currency borrowings that have been taken out specifically for the acquisition, construction or production of qualifying assets, which are capitalised as part of the cost of those assets. Non-monetary items denominated in foreign currency that are measured in terms of historical cost are translated at the balance sheet date using the spot exchange rate at the date of the transaction. The effect of exchange rate changes on cash is presented separately in the cash flow statement.
(2) Translation of foreign currency financial statements
The asset and liability items in the balance sheets for foreign operation are translated at the spot exchange rate on the balance sheet date. Among the owner‟s equity items, the items other than “undistributed profits” are translated at the spot exchange rate of the transaction date. The income and expense items in the income statements of overseas businesses are translated at the spot exchange rate of the transaction date. The differences arising from the above translation are presented separately in the owner‟s equities. The cash flows of overseas businesses are translated at the spot exchange rate on the date of the cash flows. The effect of exchange rate changes on cash is presented separately in the cash flow statement.
9. Financial instruments
(1) Categorising of financial instruments
Classification of Financial assets Financial assets are classified into the following categories at initial recognition: at fair value through profit or loss, loans and receivables and financial assets available-for-sale. The classification of financial assets depends on the Group‟s intention and ability to hold the financial assets. The Group has no financial assets at fair value through profit or loss and financial assets held to maturity.
Receivables Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
Available for sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories at initial recognition. Available-for-sale financial assets are included in other current assets on the balance sheet if management intends to dispose of them within 12 months after the balance sheet date Classification of Financial liabilities
Financial liabilities are classified into the following categories at initial recognition: the financial liabilities at fair value through profit or loss and other financial liabilities. The financial liabilities in the Group mainly comprise of other financial liabilities, including payables, borrowings and corporate bonds.
Payables comprise accounts payable and other payables, which are recognised initially at fair value and measured subsequently at amortised cost using the effective interest method
60 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently carried at amortised costs using the effective interest method.
Other financial liabilities within one year is presented as current liabilities, while non-current financial liabilities due with one year is reclassified as non-current liabilities due within one year. Others are presented as non-current liabilities.
(2) Recognition basis and measurement of financial instruments
Financial assets are recognized at fair value on the balance sheet when the Group becomes a party to the contractual provisions of the financial instrument. Transaction costs of financial assets carried at the fair value through profit or loss are expensed in the income statement; Transaction costs of other financial assets are included in financial assets at initial recognition.
Available-for-sale financial assets are subsequently measured at fair value. Investments in equity instruments are measured at cost when they do not have a quoted market price in an active market and whose fair value cannot be reliably measured. Loans and receivables are measured at amortised cost using the effective interest method.
A gain or loss arising from change in fair value of an available-for-sale financial asset is recognised directly in equity, except for impairment losses and foreign exchange gains and losses arising from the translation of monetary financial assets. When such financial asset is derecognised, the cumulative gain or loss previously recognised in equity is recognised in income statement. Interest on available for sale debt instrument, calculated using effective interest method, and cash dividends declared by the investee on available-for-sale equity instruments are recognised as investment income in income statement.
(3) Derecognition of financial assets
Financial assets are derecognized when: i) the contractual rights to receive the cash flows from the financial assets have expired; or ii) all substantial risks and rewards of ownership of the financial assets have been transferred; or iii) the control over the financial asset has been waived even if the Group does not transfer or retain nearly all of the risks and rewards relating to the ownership of a financial asset.
On derecognition of a financial asset, the difference between the carrying amount and the aggregate of consideration received and the accumulative amount of changes of fair value originally recorded in the owner‟s equity is recognised in the income statement.
(4) Derecognition of financial liabilities
A financial liability (or a part of financial liability) is derecognised when and only when the obligation specified in the contract is discharged or cancelled. The difference between the carrying amount of a financial liability (or a part of financial liability) extinguished and the consideration paid is recognised in the income statement.
(5) Determination of the fair value of the financial instruments
The fair value of a financial instrument that is traded in an active market is determined at the quoted price in the active market. The fair value of a financial instrument for which the market is not active is determined by using a valuation technique. Valuation techniques include using prices of recent market transactions between knowledgeable, willing parties, reference to the current fair value of another financial asset that is substantially the same with this instrument, and discounted cash flow analysis. When a valuation technique is used to establish the fair value of a financial instrument, management uses observable market data as much as possible and relies as little as possible on the Group-specific inputs.
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(6) Impairment of financial assets
The Group assesses the carrying amount of financial assets other than financial assets at fair value through profit or loss at each balance sheet date. If there is objective evidence that the financial asset is impaired, the Group shall determine the amount of any impairment loss accounts.
If an impairment loss on a financial asset carried at amortized cost has been incurred, the amount of loss is measured at the difference between the asset‟s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred). If there is objective evidence that the value of the financial asset recovered and the recovery can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed and the amount of reversal is recognized in income statement.
If objective evidence shows that impairment for available-for-sale financial assets will occur, the cumulative loss arising from the decline in fair value that had been recognized directly in equity is removed from equity and recognized as impairment loss. For an available for sale debt instrument, if there is objective evidence that the value of the financial asset recovered and the recovery can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed and the amount of reversal is recognized in income statement. For an available for sale equity instrument, if there is objective evidence that the value recovered and the recovery can be objectively related to an event occurring after the impairment loss recognized, the previously recognized impairment loss is reversed and directly recognized in equity.
(7) If investment held to mature is recategorized to sellable financial assets, please state th intention or evidence of change in capability
10. Recognition standard impairment and receivables
Receivables comprise accounts receivable and other receivables. Accounts receivable arising from sale of goods or rendering of services are initially recognized at fair value of the contractual payments from the buyer.
(1) Bad debt provision on receivable accounts with major amount individually
The basis or amount for individually significant receivables is Basis of recognition or standard amount of Receivables individually greater than 20 million. that are individually significant
Receivables that are individually significant are subject to separate impairment assessment. A provision for impairment of the receivable is Basis of bad debt provision recognized if there is objective evidence that the Group will not be able to collect the full amounts according to the original terms.
(2) Receivables that are provided for provision on a basis of group
Name of the portfolio Basis of bad debt provision Basis of recognition for groups
Receivables from third parties not impaired after Portfolio 1 according to percentage of balance method separate assessment
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Portfolio 2 according to percentage of balance method Receivables from related parties Accounts on age basis in the portfolio: □Applicable √Non-applicable Accounts on percentage basis in the portfolio: √Applicable □Non-applicable
Percentage of provision for accounts Name of the portfolio Percentage of provision for other receivables receivable
Portfolio 1 2% 2%
Portfolio 2 0% 0%
Accounts on other basis in the portfolio: □Applicable √Non-applicable
(3) The method of provision for impairment of receivables that are individually significant
Reason for providing bad debt individually: A provision for impairment of the receivable is recognized if there is objective evidence that the Group will not be able to collect the full amounts according to the original terms.
Basis of bad debt provision: The provision for impairment of the receivable is established at the difference between the carrying amount of the receivable and the present value of estimated future cash flows.
11. Inventories
(1) Inventory classification
Inventories include manufacturing sector, presented at the lower of cost and net realisable value.
(2) Pricing of inventory to be delivered
□ first-in-first-out √ weighted average □ individual recognition □others Manufacturing sector inventories include raw materials, work in progress, finished goods and turnover materials. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour and an allocation of all production overhead expenditures incurred based on normal operating capacity.
(3) The determination of net realisable value and the method of provision for impairment of inventories
Provisions for declines in the value of inventories are determined at the carrying value of the inventories net of their net realizable value. Net realizable value is determined based on the estimated selling price in the ordinary course of business, less the estimated costs to completion and estimated costs necessary to make the sale and relevant taxes.
(4) Inventory system
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√ Perpetual inventory □ Fixed date inventory □Others The Group adopts the perpetual inventory system.
(5) Low-value consumption goods and package material amortisation method
Low-value consumption goods and package materials are applying one-off amortization method.
12. Long-term equity investments
(1) Recognition of initial investment costs
For long-term equity investments acquired through a business combination: for long-term equity investments acquired through a business combination involving enterprises under common control, the investment cost shall be the absorbing party‟s share of the carrying amount of owners‟ equity of the party being absorbed at the combination date; for long-term equity investment acquired through a business combination involving enterprises not under common control, the investment cost shall be the combination cost.
For long-term equity investments acquired not through a business combination: for long-term equity investment acquired by payment in cash, the initial investment cost shall be the purchase price actually paid; for long-term equity investments acquired by issuing equity securities, the initial investment cost shall be the fair value of the equity securities issued.
If the shares granted to the employee of subsidiaries are settled in equity instruments of the Company, the expenses, being determined at the fair value of the equity instruments on grant date, related to the employees‟ service in current period are recognized as part of the cost of investments in subsidiaries.
(2) Subsequent measurement and recognition of related profit and loss
For long-term equity investments accounted for using the cost method, they are measured at the initial investment costs, and cash dividends or profit distribution declared by the investees are recognized as investment income in profit or loss.
For long-term equity investments accounted for using the equity method, where the initial investment cost of a long-term equity investment exceeds the Group‟s share of the fair value of the investee‟s identifiable net assets at the acquisition date, the long-term equity investment is measured at the initial investment cost; where the initial investment cost is less than the Group‟s share of the fair value of the investee‟s identifiable net assets at the acquisition date, the difference is included in profit or loss and the cost of the long-term equity investment is adjusted upwards accordingly.
For long-term equity investments accounted for using the equity method, the Group recognises the investment income according to its share of net profit or loss of the investee. The Group discontinues recognising its share of net losses of an investee after the carrying amount of the long-term equity investment together with any long-term interests that, in substance, form part of the investor‟s net investment in the investee are reduced to zero. However, if the Group has obligations for additional losses and the criteria with respect to recognition of provisions under the accounting standards on contingencies are satisfied, the Group continues recognising the investment losses and the provisions. For changes in owners‟ equity of the investee other than those arising from its net profit or loss, the Group records its proportionate share directly into capital surplus, provided that the Group‟s proportion of shareholding in the investee remains unchanged. The carrying amount of the investment is reduced by the Group‟s share of the profit distribution or cash dividends declared by an investee. The unrealised profits or losses arising from the intra-group transactions amongst the Group and its investees are eliminated in proportion to the Group‟s equity interest in the investees, and then based on which the investment gains or losses are recognised. For the loss on the intra-group transaction amongst the Group and its investees
64 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 attributable to asset impairment, any unrealised loss is not eliminated.
(3) Basis for determining existence of control, jointly control or significant influence over investees
Control is the power to govern the financial and operating policies of the investee so as to obtain benefits from its operating activities. In determining whether the Company is able to exercise control over the investee, the effect of potential voting rights over the investee is considered, such as convertible debts and warrants currently exercisable, etc.
Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control.
Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.
(4) Impairment test and providing of impairment provisions
The carrying amount of long-term equity investments in subsidiaries and associates is reduced to the recoverable amount when the recoverable amount is less than the carrying amount (Note 2(18)). Once the impairment loss is recognized, it is not allowed to be reversed for any value recovered in the subsequent periods.
13. Investment property
14. Fixed assets
(1) Recognition of fixed assets
Fixed assets comprise buildings, machinery and equipment, motor vehicles, computer and electronic equipment and office equipment.
Fixed asset is recognized when it is probable that the economic benefits associated with the fixed asset will flow to the Group and its cost can be reliably measured. Fixed assets purchased or constructed by the Group are initially measured at cost at the time of acquisition.
Subsequent expenditures incurred for a fixed asset are included in the cost of the fixed asset when it is probable that the economic benefits associated with the fixed asset will flow to the Group and its cost can be reliably measured. The carrying amount of those parts that are replaced is derecognized and all the other subsequent expenditures are recognized in income statement when they are incurred.
(2) Recognition and pricing of fixed asset leased by financing
(3) Depreciation of different fixed assets
Fixed assets are depreciated using the straight-line method to allocate the cost of the assets to their estimated residual values over their estimated useful lives. For the fixed assets being provided for impairment loss, the related depreciation charge is prospectively determined based upon the adjusted carrying amounts over their remaining useful lives.
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Categories Depreciation age (year) Salvage Value Rate (%) Annual depreciation rate (%)
Houses & buildings 10 to 40 years 5% to 10% 2.25% to 9.5%
Equipment & machinery 10 to 16 years 5% to 10% 5.63% to 9.5%
Electronic equipment
Transportation equipment 3 to10 years 5% to 10% 9% to 31.67%
Other equipment 3 to10 years 5% to 10% 9% to 31.67%
Fixed asset leased by financing ------
Incl. House & Buildings
Equipment & machinery
Electronic equipment
Transportation equipment
Other equipment
(4) Impairment test and providing of impairment provisions on fixed assets
The carrying amount of fix assets is reduced to the recoverable amount when the recoverable amount is less than the carrying amount.
(5) Other remarks
A fixed asset is derecognized on disposal or when no future economic benefits are expected from its use or disposal. The amount of proceeds on sale, transfer, retirement or damage of a fixed asset net of its carrying amount and related taxes and expenses is recognized in income statement.
15. Construction in process
(1) Categories of construction in process
Construction in progress is measured at actual cost. Actual cost comprises construction costs, Installation costs, borrowing costs that are eligible for capitalization incurred before the assets are ready for their intended use and other costs necessary to bring the fixed assets ready for their intended use.
(2) Standard and timing for transferring of construction in process to fixed assets
Construction in progress is transferred to fixed assets when the assets are ready for their intended use and are depreciate from the next month.
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(3) Impairment test and providing of impairment provisions on construction-in-process
The carrying amount of construction in progress is reduced to the recoverable amount when the recoverable amount is less than the carrying amount .
16. Borrowing costs
(1) Principle of the recognition of capitalized borrowing costs
The borrowing costs that are directly attributable to the acquisition and construction of a fixed asset that needs a substantially long period of time of acquisition and construction for its intended use commence to be capitalized.
(2) Capitalizing period of borrowing costs
The borrowing costs recorded as part of the cost of the asset when expenditures for the asset and borrowing costs have been incurred, and the activities relating to the acquisition and construction that are necessary to prepare the asset for its intended use have commenced.
(3) Temporarily suspension of capitalizing period
The capitalization of borrowing costs ceases when the asset under acquisition or construction becomes ready for its intended use, the borrowing costs incurred thereafter are recognized in income statement. Capitalization of borrowing costs is suspended when the acquisition or construction of a fixed asset is interrupted abnormally and the interruption lasts for more than 3 months, until the acquisition or construction is resumed.
(4) Calculating of borrowing costs capitalizing
For the specific borrowings obtained for the acquisition or construction of a fixed asset qualifying for capitalization, the amount of borrowing costs eligible for capitalization is determined by deducting any interest income earned from depositing the unused specific borrowings in the banks or any investment income arising on the temporary investment of those borrowings during the capitalization period.
For the general borrowings obtained for the acquisition or construction of a fixed asset qualifying for capitalization, the amount of borrowing costs eligible for capitalization is determined by applying the weighted average effective interest rate of general borrowings, to the weighted average of the excess amount of cumulative expenditures on the asset over the amount of specific borrowings. The effective interest rate is the rate at which the estimated future cash flows during the period of expected duration of the borrowings or applicable shorter period are discounted to the initial amount of the borrowings.
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17. Biological assets
18. Petrolum assets
19. Intangible assets
(1) Pricing of intangible assets
Intangible assets including land use rights and, patents and exploitation rights, intangible assets are measured at cost.
(2) Estimation of service life of intangible assets with limited useful life
Items Expected useful life Basis
Land use rights are amortized on the straight-line basis over the period of the land use rights from 30 to 70 years. If it is impracticable Land use rights from 30 to 70 years to allocate the amount paid for the purchase of land use rights and buildings between the land use rights and the buildings on a reasonable basis, the entire amount is accounted for as fixed assets.
Patents are amortized on a straight-line basis over periods as Patents According to useful life stipulated by the contracts.
According to the useful life The estimated useful life and amortization method for an intangible Exploitation rights in the Exploitation Rights asset with an indefinite useful life is reviewed, and adjusted if Certificate appropriate at each financial year-end.
The estimated useful life and amortization method for an intangible asset with an indefinite useful life is reviewed, and adjusted if appropriate at each financial year-end.
(3) Intangible assets without certain useful life
(4) Providing of intangible asset impairment provisions
The carrying amount of intangible asset is reduced to the recoverable amount when the recoverable amount is less than the carrying amount.
(5) Dividing of research stage and development stage of internal R&D projects
The expenditure on an internal research and development project is classified into expenditure on the research phase and expenditure on the development phase based on its nature and whether there is material uncertainty that the research and development activities can finally create an intangible asset.
(6) Accounting of internal R&D expenses
Expenditure on the research phase is recognized in profit or loss in the period in which it is incurred. Expenditure on the development phase is recognized as an intangible asset only if all of the following standards are met:
68 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
it is technically feasible to complete the intangible asset so that it will be available for use; management intends to complete the intangible asset and use or sell it; it can be demonstrated how the intangible asset will generate economic benefits; adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; and the expenditure attributable to the intangible asset during its development phase can be reliably measured.
Other development expenditures that do not meet the conditions above are recognized in income statement as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Capitalized expenditure on the development phase is presented as development costs in the balance sheet and transferred to intangible assets at the date the asset is ready for its intended use.
20. Long-term prepaid expenses
Long-term prepaid expenses represent prepayments that should be amortized over more than one year. Long-term prepaid expenses are amortized on the straight-line basis over the expected beneficial period and are presented at cost net of accumulated amortization.
21. Asset transferring with repurchasing terms
22. Provisions
(1) Recognition of provisions
Provisions for restructuring, product warranties and onerous contracts are recognized when the Group has a present obligation, and it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be measured reliably. Provisions are not recognized for future operating losses.
(2) Accounting of expectible liabilities
Provisions are initially measured at the best estimate of the expenditure required to settle the related present obligation. Factors surrounding a contingency such as the risks, uncertainties and the time value of money are taken into account as a whole in reaching the best estimate of an estimated liability. Where the effect of the time value of money is material, the best estimate is determined by discounting the related future cash outflows. The increase in the discounted amount of the estimated liability arising from passage of time is recognised as interest expense.
On each balance sheet date, balances of provisions are reviewed and adjusted where necessary, to reflect the current best estimate.
23. Share-based Payment and equity instruments
(1) Category of Share-based Payment
Share-based payment is a transaction in which the entity received services from employee or other parties in exchange of equity instruments of the entity, or settlement based on the price of the entity‟s equity instruments. Share-based payment plan is be classified as either equity-settled share-based payments or cash-settled share-based payments. In this period, there is no cash-settled share-based payment in the Group.
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Equity-settled share based payment
The Group‟s restricted A share incentive scheme is equity-settled share-based payment to receive employee service, and measured at fair value of the equity instruments granted on grant date. The shares granted are vest after completing service in the vesting period and achieving specified performance. The Group recognised the services received in current period as cost or expense and credit the capital surplus correspondingly, based on the best estimate of the number of equity instruments expected to vest and the fair value of equity instruments at grant date.
The Group‟s restricted A share incentive scheme which is equity-settled share based payment to receive employee service by transferring equity instruments to employees in subsidiaries is measured at fair value of the equity instruments granted on grant date.
If subsequent information indicates that the number of equity instruments expected to vest differs from previous estimate, the Group shall revise the estimate accordingly and adjust the number of shares to actual exercised.
(2) Method for determination of equity instrument fair value
The fair value of the restricted A share is determined on the market price of the Group‟s A share on the grant date. The fair value of equity instruments of subsidiaries is determined by the appraisal institutions.
(3) The basis of determining the number of equity instruments expected to be vest
On each balance sheet date during the vesting period, the Group revise its estimates of the number of equity instruments that are expected to vest based on the latest employee turnover rate and other information.
(4) Accounting treatment of share-based payment plan to be implemented, revised, and terminated
The Group recognise share capital and capital surplus on grant date of restricted shares; The Group recognise treasury shares and reverse capital surplus on the date when it shall repurchase the shares. The Group cancel the share capital and treasury shares on cancellation date.
24. Repurchasing of the Company’s shares
25. Revenue
(1) Recognition time for sales of goods
Revenue from sales of goods is recognized when the goods are delivered, significant risks and rewards of ownership of the goods are transferred to the buyers, and the Group retains neither continuing managerial involvement to the degree usually associated with the ownership nor effective control over the goods sold.
(2) Recognition of income from using rights of transfer assets
Interest income is recognised on a time-proportion basis using the effective interest method.
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(3) Deciding of completion percentage when percentage basis is adopted to recognize income from service providing or construction contracts
Service income is recognised under percentage of completion method. The percentage-of-completion is assessed on the basis of the costs incurred as a percentage of total estimated costs.
26. Government grants
(1) Categories
Government grants are the monetary asset the Group receives from the government for free, including tax refund, government subsidies, etc.
(2) Accounting treatment
Grants from the government are recognized when there is a reasonable assurance that the grants will be received and the Group will comply with all attached conditions. Government grants are measured at the amounts received or receivable. The non-monetary government grant are measured at fair value, if the fair value cannot be reliably obtained, it is measured at nominal amount.
Government grants relating to assets are recognized as deferred income and are credited to the income statement on a straight-line basis over the expected lives of the related assets. The government grants measured at nominal amount is credited to the income statement directly.
Government grants relating to income, which is used to compensate the expenses/costs incurred in future, are recognized as deferred income and then credited to the income statement over the period necessary to match them with the expenses that they are intended to compensate. Government grants relating to income, which is used to compensate the expenses/costs incurred in the past, are credited to the income statement directly.
27. Deferred tax asset and deferred tax liability
(1) Basis for recognition of Deferred tax asset
Deferred tax assets and deferred tax liabilities are calculated and recognized based on the differences arising between the tax base of assets and liabilities and their carrying amount (temporary differences). Deferred tax asset is recognized for the deductible losses that can be carried forward to subsequent years for deduction of the taxable profit in accordance with the tax law. No deferred tax asset is recognized for the temporary differences resulting from the initial recognition of assets due to a transaction other than a business combination, which affects neither accounting profit nor taxable profit (or deductible loss). At the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized.
Deferred tax assets are only recognized for deductible temporary differences, deductible losses and tax credits to the extent that it is probable that taxable profit will be available in the future against which the deductible temporary differences, deductible losses and tax credits can be utilized.
When it is probable that the temporary differences arising from investments in subsidiaries and associates will be reversed in the foreseeable future and that the taxable profit will be available in the future against which the temporary differences can be utilized, the corresponding deferred tax assets are recognized.
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(2) Basis for recognition of deferred income tax liabilities
Deferred tax assets and deferred tax liabilities are calculated and recognized based on the differences arising between the tax base of assets and liabilities and their carrying amount (temporary differences). Deferred tax asset is recognized for the deductible losses that can be carried forward to subsequent years for deduction of the taxable profit in accordance with the tax law. No deferred tax liability is recognized for a temporary difference arising from the initial recognition of goodwill. No deferred tax liability is recognized for the temporary differences resulting from the initial recognition of liabilities due to a transaction other than a business combination, which affects neither accounting profit nor taxable profit (or deductible loss). At the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled.
Deferred tax liabilities are recognized for temporary differences arising from investments in subsidiaries, joint ventures and associates, except where the Group is able to control the timing of the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future.
28. Operating lease and finance lease
(1) Accounting of operating lease
Lease payments under an operating lease are recognised on a straight-line basis over the period of the lease.
(2) Accounting treatment of finance lease
The Group has no finance lease this year.
29. Held-for-sale assets
(1) Recognition of held-for-sale assets
The conditions for a non-current asset or disposal group to be classified as held-for-sale are as follows: 1) The Group has determined to dispose non-current assets or part of business; 2) The Group has signed an irrevocable transfer agreement with assignee; 3) The sale should be completed, or expected to be so, within a year from the date of the classification.
(2) Accounting treatment of held-for-sale assets
Non-current assets or disposal groups (not including financial assets and deferred tax assets) that are classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. The difference between fair value less costs to sell and carrying amount should be presented as impairment loss.
30. Securitilization of asset
31. Hedging instruments
32. Change of main accounting policies and estimations
Whether there was material change of accounting policies occurred in the the report period or not
72 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
□ Yes √ No
(1) Change of accounting policies
Whether there was change in accounting policies in the report period or not □ Yes √ No
(2) Change of accounting estimations
Whether there was change in accounting estimations in the report period or not □ Yes √ No
33. Correction of accounting errors in previous period
Whether there was accounting error with previous period found in the report period or not □ Yes √ No
(1) Retrospective restatement
Whether there was retrospective restatement on the accounting error with previous periods done in the report period or not □ Yes √ No
(2) Future adoption method
Whether there was future adoption method applyable to accounting errors with previous periods found in the report period or not □ Yes √ No
34. Other principal accounting policies, estimations and preparation method of financial statements
(V) Taxation
1. Main categories and rates of taxes
Tax items Tax basis Tax rate
Taxable value added amount (Tax payable is calculated using the taxable 17% Value added tax (“VAT”) sales amount multiplied by the effective tax rate less current period‟s deductible VAT input )
Consumption tax
Business tax Taxable turnover 5%
Urban construction tax Total VAT, Business tax and GST 1%-7%
Enterprise income tax Taxable income 12.5%-25%
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Educational surtax and Total VAT, Business tax and GST surcharge 3%-5%
Resource Tax Quantities of Silica sold RMB 3 per ton
Certain subsidiaries of the Group can apply the export VAT tax refund for the export sales, the VAT tax refund rate ranges from 5% to 17%.
2. Preferential tax and approving documents
Accordance with the relevant provision of the Corporate Income Tax (“CIT”) law, the income tax rate of the company and the subsidiary located in special economic zone will transit from 15% to 25% in five years from 2008 to 2012, the current year‟s applicable income tax rate was 25%.
As approved by Tianjin Wuqing District State Tax Bureau (JSWQJM (2008) No. 317), Tianjin Energy Conservation Glass Co., Ltd. enjoys the exemption from CIT for two years starting from the first profit marking year after offset the accumulated losses, and half rate for next three years. The first profit making year was 2008 and the applicable corporate income tax rate for current year was 12.5%.
With an approval from Guangdong Dongguan State Tax Bureau, Dongguan CSG Architectural Co., Ltd. enjoys the exemption from CIT for two years starting from the first profit marking year after offset the accumulated losses, and half rate for next three years. The first profit making year was 2008 and the applicable enterprise income tax rate for current year was 12.5%.
With an approval from Jiangsu Suzhou State Tax Bureau, Wujiang CSG North-east Architectural Glass Co., Ltd enjoys the exemption from CIT for two years starting from the first profit marking year after offset the accumulated losses, and half rate for next three years. The first profit making year was 2008 and the applicable enterprise income tax rate for current year was 12.5%.
With an approval from Hubei Yichang State Tax Bureau, Yichang CSG Silicon Co., Ltd. enjoys the exemption from CIT for two years starting from the first profit marking year after offset the accumulated losses, and half rate for next three years. The first profit making year was 2008 and the applicable enterprise income tax rate for current year was 12.5%.
Shenzhen CSG Display Technology CO., Ltd. was recognized as a high and new tech enterprise in 2010, and obtained the Certificate of High and New Tech Enterprise which has matured this year. The review of High and New Tech Enterprise is in process. According to the tax law, it temporarily applies to 15% tax rate.
Dongguan Solar Glass Co., Ltd. was recognized as a high and new tech enterprise in 2011, and obtained the Certificate of High and New Tech Enterprise. The period of validity is three years. It applies to 15% tax rate three years since 2011.
Shenzhen CSG Wellight Conductive Coating Co., Ltd. was recognized as a high and new tech enterprise in 2011, and obtained the Certificate of High and New Tech Enterprise. The period of validity is three years. It applies to 15% tax rate three years since 2011.
Tianjin CSG Architectural Glass Co., Ltd. was recognized as a high and new tech enterprise in 2010, and obtained the Certificate of High and New Tech Enterprise which has matured this year. The review of High and New Tech Enterprise is in process. According to the tax law, it temporarily applies to 15% tax rate.
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3. Other statements
(VI) Consolidating of entities and consolidated financial statements
Overall statement on consolidating of entities and consolidated financial statements: nil.
1. Particulars of the subsidiaries
75 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(1) Subsidiaries obtained through incorporation or investment
Unit: RMB Balance of the Amoun owners‟ equity of t for parent co. after deducting deducting of the Balance of minor Shar Votin Ownersh Actual other items Minor exceeding part of ip of actually e g shareholde Full name of the Business Business Consoli the Reg. Add. Registered capital investment at formed net shareholders‟ minority shareholders‟ subsidiary property Scope proporti power dated r‟s equity subsidiar year end investment share of loss over the y in the on % % equity in the share of minority subsidiaries minor shareholders in the shareholde owners‟ equity at r‟s equity beginning of year
Shenzhen, Manufacturing 705,736,250 Floating 705,736,250 75,000,000 100 100 YES Shenzhen CSG the PRC Glass Float Glass Co., Direct manufactu Ltd. ring
Chengdu, Manufacturing 246,660,000 Floating 185,000,000 75 75 YES 114,393,312 the PRC Glass Chengdu CSG Glass manufactu Direct Co., Ltd. ring and Processed glass
Tianjin CSG Tianjin, Manufacturing 178,000,000 Processed 178,000,000 100 100 YES Architectural Direct the PRC glass Glass Co., Ltd.
Tianjin Energy Direct Tianjin, Manufacturing 127,883,800 Production 127,883,800 17,180,000 100 100 YES
76 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Conservation the PRC of Glass Co., Ltd. specialize d glass
Shenzhen, Manufacturing USD16,200,000 Production USD16,200,0 50,743,944 67.47 75 YES 119,020,560 Shenzhen CSG Display the PRC of monitor 00 Direct Technology Co., display Ltd. glass
Dongguan CSG Dongguan, Manufacturing 240,000,000 Processed 240,000,000 170,000,000 100 100 YES Architectural Direct the PRC glass Glass Co., Ltd.
Dongguan CSG Dongguan, Manufacturing 400,000,000 Production 400,000,000 100 100 YES Solar Glass Co., Direct the PRC of solar Ltd. glass
Yichang, Manufacturing 1,467,980,000 Production 766,390,000 93.97 83.3 YES 70,865,138 -2,947,391 Yichang CSG the PRC of silicon Direct Silicon Co., Ltd. related materials
Wujiang CSG Wujiang, Manufacturing 320,000,000 Processed 320,000,000 56,000,000 100 100 YES North-east Direct the PRC glass Architectural Glass Co., Ltd. Dongguan, Manufacturing 516,000,000 Production 294,000,000 100 100 YES the PRC of solar Dongguan CSG battery Direct PV-tech Co., Ltd. and applicatio ns
Hebei CSG Glass Direct Yongqing, Manufacturing USD48,060,000 Production USD48,060,0 100 100 YES
77 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Co., Ltd. the PRC of 00 specialize d glass
Wujiang, Manufacturing USD71,240,000 Production USD71,240,0 100 100 YES Wujiang CSG Glass the PRC of 00 Direct Co., Ltd. specialize d glass
Hong Trading HKD86,440,000 Trading HKD86,440,0 100 100 YES China Southern Kong and 00 Glass (Hong Direct investment Kong) Limited holding
Yongqing, Manufacturing 243,000,000 Production 243,000,000 100 100 YES the PRC of Hebei Shichuang Direct ultrathin Glass Co., Ltd. electronic glass
Heyuan,th Manufacturing USD33,000,000 Production USD33,000,0 100 100 YES e PRC of 00 Heyuan CSG Photovoltaic Photovolta Direct Encapsulation Co ic Ltd(i) packaging products
Xianning,t Manufacturing 400,000,000 Production 300,000,000 75 75 YES 98,256,898 -796,151 Xianning CSG he PRC of Direct Glass Co Ltd specialize d glass
Qingyuan CSG Direct Qingyuan, Manufacturing 300,000,000 Production 300,000,000 100 100 YES
78 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Energy Saving the PRC of New Materials Nonmetall Co.,Ltd ic mineral products
China Southern Australia Trading AUD500,000 Trading of AUD500,000 100 100 YES Glass (Australia) Direct glass Limited Other statements on Subsidiaries obtained through incorporation or investment The proportion of voting rights is determined on the proportion of the Company‟s directors to Shenzhen CSG Display Technology Co., Ltd. and Yichang CSG Silicon Co., Ltd.
79 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(2) Subsidiaries procured through merger of entities under common control
Unit: RMB Balance of the
Amount owners‟ equity of for parent co. after Balance of deducting deducting of the Actu Sha Minor Full name Ownership other items minor exceeding part of Business Registered Business al actually formed re Voting Consolid sharehold of the of the Reg. Add. net shareholder‟s minority shareholders‟ property capital Scope investment proportion power % ated ers‟ subsidiary subsidiary equity in the share of loss over the at year end investment in % equity the subsidiaries minor share of minority shareholder‟s shareholders in the equity owners‟ equity at beginning of year
Other statements on subsidiaries procured through merger of entities under common control
(3) Subsidiaries procured through merger of entities under different control
Unit: RMB
Amount Balance of the Balance of for owners‟ equity of other items deducting Shar Votin Minor parent co. after Full name Ownership Actual actually Business Registered Business formed net e g Consoli sharehold minor deducting of the of the of the investment Reg. Add. proportion power property capital Scope investment in dated ers‟ shareholder‟s exceeding part of subsidiary subsidiary at year end % % the equity equity in the minority subsidiaries minor shareholders‟ share shareholder‟s of loss over the 80 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 equity share of minority shareholders in the owners‟ equity at beginning of year
Production Heyuan CSG Indirect Heyuan, Manufacturi and trading 12,000,000 27,780,000 - 75 75 YES 2,763,683 -213,984 Mining Co Ltd the PRC ng of Silica products Other statements on subsidiaries procured through merger of entities under different control
81 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
2. Entities with special purposes or entities on which the Company has cotrolling power thorugh entrusted operation or leasing
□ Applicable √ Non-applicable Other statement on entities with special purposes or entities on which the Company has cotrolling power thorugh entrusted operation or leasing
3. Change of consolidation range
Change of consolidation range: √ Applicable □ Non-applicable Compared with last year, this year increases a new consolidated company, the reason is: CSG PV (Europe) Co., Ltd. was established in Hamburg, Germany on February 10, 2012. CSG‟ subsidiary, Dongguan CSG PV-tech Co., Ltd has its 90% equity, the remaining 10% owned by the third party. All capital invested is in cash . Compared with last year, this year decreases a consolidated company, the reason is: South guangzhou bo glass Co., LTD. (hereinafter referred to as the "south guangzhou bo") for the group for sell all of its equity and loss of control, no longer into the consolidated range subsidiary.
The Group disposed entire equity interests in Guangzhou CSG Glass Co., Ltd., and it was no longer included in the consolidation scope.
4. Entities included or excluded in the consolidation range in the report period
Subsidiaries, entities with special purpose, or entities on which the Company has cotrolling power thorugh entrusted operation or leasing added to the consolidation range in the report period. Unit: RMB
Name Net asset at end of term Net profit of the current term
CSG PV (Europe) Co., Ltd. 1,472,524 182,364
Subsidiaries, entities with special purpose, or entities on which the Company has cotrolling power thorugh entrusted operation or leasing excluded from the consolidation range in the report period.
Unit: RMB
Net profit from beginning of year Name Net asset at day of disposal to the date of disposal
Guangzhou CSG Glass Co., Ltd. 340,747,512 -2,163,960
Other statements on entities included to or excluded from the consolidation range in the report period
5. Merger of entities under common control in the report term
Unit: RMB
Entities taken over Recognition basis of Substaintial Income from the Net profit of the Cash flow for
82 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
entities under controller beginning of period period until the date business activities common control to the date of merger of merger of the period until the date of merger
Other statements on merger of entities under common control
6. Merger of entities under different control in the report term
Unit: RMB
Entities taken over Amount of goodwill Accounting of goodwill
Other statement on merger of entities under different control
7. Subsidiaries reduced for disposal of shares and lose of control power
Name of the subsidiaries Disposed Day Method of profit or loss recognition
Investment income gained from disposal resulted from the disposal price reducing Guangzhou CSG Glass Co., Ltd. March 21, 2012 the net profit of the disposal company at disposal day.
Other statement on subsidiaries reduced for disposal of shares and loss of control power On 9 May 2011, the Company and its subsidiary Hong Kong Southern Glass Trading Co., Ltd.signed an irrevocable agreement with a third party-- Guangzhou Bodi and Diyao Development, to transfer all the Company‟s shares of Guangzhou CSG Glass Co. Ltd to the third party.As share transfer of Guangzhou CSG was completed on 21 March 2012, the Company no longer enjoys and assumes the corresponding rights and duties of shareholders of Guangzhou CSG Glass Co. Ltd.
8. Reverse acquisition occurred in the report period
Goodwill recognized in merger Basis for recognition of reverse The undertaker Recognition of merger cost or accounting basis of current acquisition gain/loss
Other statement on reverse acquisition
9. Takeover occurred in the report period
Unit: RMB
Type of takeover Main assets taken over Main liabilities taken over
Takeover under common control Items Amount Items Amount
Takeover under different control Items Amount Items Amount
83 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Other statementson takeover
10. Exchange rate of main accounts of overseas businesses
Assets and liabilities items
June 30,2012 December 31, 2011
Hong Kong Southern Glass Trading Co., Ltd. 1HKD=0.8152RMB 1HKD=0.8107RMB China Southern Glass (Australia) Pty Ltd. 1AUD=6.3474RMB 1AUD=6.4093RMB China Southern PV (Europe) Pty Ltd. 1EUR=7.7810RMB
(VII) Notes to key items in the consolidated financial statements
1. Monetary fund
Unit: RMB
End of term Beginning of term
Items Amount of foreign Exchan Amount of Exchange Amount RMB Amount RMB currency ge rate foreign currency rate
Cash : -- -- 39,537 -- -- 30,435
RMB -- -- 30,283 -- -- 25,426
HKD 3,566 0.8152 2,907 4,547 0.8107 3,686
AUD 1,000 6.3474 6,347 200 6.4093 1,282
USD - 6.3249 - - 6.3009 -
EUR - 7.8710 - 5 8.1625 41
JPY - 0.0797 - - 0.0811 -
Cash at bank: -- -- 368,279,279 -- -- 629,257,984
RMB -- -- 309,080,385 -- -- 489,489,436
HKD 3,030,336 0.8152 2,470,330 7,917,492 0.8107 6,418,711
AUD 1,810,785 6.3474 11,493,777 2,775,069 6.4093 17,786,250
USD 6,762,014 6.3249 42,769,062 16,846,448 6.3009 106,147,783
EUR 313,211 7.8710 2,465,284 1,153,489 8.1625 9,415,354
JPY 5,533 0.0797 441 5,549 0.0811 450
Other monetary balances -- -- 64,560,995 -- -- 26,950,732
RMB -- -- 19,366,998 -- -- 26,879,456
HKD 4,022 0.8152 3,279 4,022 0.8107 3,261
84 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
AUD 11,669 6.3474 74,068 10,612 6.4093 68,015
USD 7,133,180 6.3249 45,116,650 - 6.3009 -
合计 Total -- -- 432,879,811 -- -- 656,239,151
Other cash balances include margin deposits for issuing letters of credit and bank acceptance notes, amounted to RMB64,268,473 (2011: RMB21,822,576), which was restricted cash.
2. Transactional financial assets
(1) Transactional financial assets
Unit: RMB
Items Fair value at end of term Fair value at beginning of term
Transactional bond investment
Transactional equity instruments
Financial assets assigned to be accounted into current
gain/loss account at fair value
Deductive financial assets
Hedge instrument
Others
Total
(2) Transactional financial assets with restriction to liquefy
Unit: RMB
Restriction for sale or other material restriction on Items Amount at end of term liquefying
(3) Statements on hedge instruments and related tradings
3. Notes receivable
(1) Categories of notes receivable
Unit: RMB
Categories End of term Beginning of term
Trade acceptance notes 31,719,417 27,057,134
Bank acceptance notes 256,137,637 438,269,284
85 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Total 287,857,054 465,326,418
(2) Notes receivable under pledge
Unit: RMB
Issuer Date of issue Expired on Amount Remark
Total ------
Notes:
(3) Notes transferred to account receivable for the issuer is not able to execute the liability, and notes endorsed to other parties but are not mature yet at the end of period
Unit: RMB
Issuer Date of issue Expired on Amount Remark
Total ------Notes: Notes endorsed to other parties but not due. Unit: RMB
Issuer Date of issue Expired on Amount Remark
Total ------Notes: Statements on commercial accepted notes already discounted or under pledge
4. Dividend receivable
Unit: RMB
Items Beginning of term Increased this term Decreased this term End of term
Dividend receivable with 360,000 20,037 339,963 age within 1 year
Including:
Dividend receivable with age over 1 year
Including: ------
Total 360,000 20,037 339,963
86 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Note: Dividend Receivable is Golden Glass Company declared dividends held together by the Company and the subsidiary of the Company -- Hong Kong Southern Glass Trading Co., Ltd. (referred to as "Hongkong CSG"). The amount reduced in the period is the income tax paid by Golden Glass for the investment profit gained by Hongkong CSG.
5. Interest receivable
(1) Interest receivable
Unit: RMB
Items Beginning of term Increased this term Decreased this term End of term
Total
(2) Overdue interests
Unit: RMB
Loan provided by Days overdue Amount of interests overdue
Total --
(3) Statement on interest receivable
6. Account receivable
(1) Account receivable presented on categories
Unit: RMB
End of term Beginning of term
Book balance Bad debt provision Book balance Bad debt provision Categories
Proportion Proportion Proportion Amount Amount Amount Amount Proportio % % % n %
Receivables with major individual amount and bad debt provision provided individually
Receivables provided bad debt provision in Portfolios
Portfolio1 408,812,520 100% 8,312,299 2% 321,629,782 100% 6,425,006 2%
Sub-total of Portfolios 408,812,520 100% 8,312,299 2% 321,629,782 100% 6,425,006 2%
Account receivable with
87 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 minor individual amount but bad debt provision is provided
Total 408,812,520 -- 8,312,299 -- 321,629,782 -- 6,425,006 -- Remarks on categories of receivable accounts: Receivable accounts with large amount individually and bad debt provisions were provided □ Applicable √ Non-applicable
Receivable accounts on which bad debt provisions are provided on age analyze basis in the portfolio □ Applicable √ Non-applicable Receivable accounts on which bad debt provisions are provided on percentage analyze basis in a portfolio √Applicable □ Non-applicable
Name of portfolio Book balance Proportion % Bad debt provision
Portfolio1 408,812,520 2% 8,312,299
Total 408,812,520 -- 8,312,299
Receivable accounts on which bad debt provisions are provided by other ways in the portfolio □ Applicable √ Non-applicable Receivable accounts with minor amount but on which bad debt provisions are provided individually at end of period □ Applicable √ Non-applicable
(2) Receivable accounts written back or retrieved in the report period
Unit: RMB
Bad debt provision Description of the receivable Reason to write back Basis of original bad Amount written back or provided before writing accounts or retrieve debt provision retrieved back or retrieving
Total ------Receivable accounts with large amount or minor amount but on which bad debt provisions are provided individually at end of period Description of the Book balance Amount of bad debt Providing rate (%) Reason receivable accounts
Total -- -- Remarks on receivable accounts with minor single amount but with greater risks after combining with accounts with similar risks:
(3) Receivable accounts actually charged off in the report period
Unit: RMB
Name of the Property of the Reason of writing Occurred under Date of written off Amount written off companies receivable account off related relationship
Anhui Press loan April 2012 375,162 Commercial dispute No
88 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Total -- -- 375,162 -- --
Receivable accounts of RMB375,162 actually charged off in the report period, which were petty receivable accounts occurred under non-related relationshin. The reasons were commercial dispute or unable to contact the debtor for money recovered.
(4) Particulars about the receivable accounts due from shareholders with 5% or over of the Company’s shares
□ Applicable √ Non-applicable
(5) Top 5 debtors in the receivable accounts
Unit: RMB
Name of the companies Relation with the Portion in total Amount Ages receivables Company
Company A Independent third party 39,972,867 Within 1 year 10%
Company B Independent third party 39,729,005 Within 1 year 10%
Company C Independent third party 37,047,478 Within 1 year 9%
Company D Independent third party 27,459,637 Within 1 year 7%
Company E Independent third party 27,259,028 Within 1 year 7%
Total -- 171,468,015 -- 43%
(6) Account due from related parties
Unit: RMB
Name of the companies Relation with the Amount Portion in total receivables (%)
Company
Total --
(7) Recognition of receivable accounts terminated
Unit: RMB
Items Amount terminated Gain/loss related to termination
Total
89 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(8) For securitization on receivable accounts, please provide the amount of asset and liability formed by continuous involving
Unit: RMB
Items At the end of term
Assets:
Sub-total of asset
Liabilities:
Subtotal of liabilities
7. Other account receivable.
(1) Other receivable account on categories
Unit: RMB
End of term Beginning of term
Book balance Bad debt provision Book balance Bad debt provision
Categories Proportio Proportio Proportio Amount Amount Amount Proportion Amount n % n % n % %
Other receivables with major individual amount and bad debt provision provided individually
Other receivables provided bad debt provision in Portfolios
Portfolio1 110,912,141 99% 2,015,296 2% 52,497,501 97% 941,830 2%
Sub-total of Portfolios 110,912,141 99% 2,015,296 2% 52,497,501 97% 941,830 2%
Other account receivable with minor individual 810,345 1% 810,345 100% 1,350,460 3% 1,350,460 100% amount but bad debt provision is provided
Total 111,722,486 100% 2,825,641 3% 53,847,961 100% 2,292,290 4% Statement on categories of other receivable accounts: There were no other receivable accounts with large amount and were provided bad debt provisions individually on June 30, 2012. Other receivable accounts with large amount and were provided bad debt provisions individually at end of period. □ Applicable √ Non-applicable
Other receivable accounts in the portfolio on which bad debt provisions were provided on age analyze basis
90 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
□ Applicable √ Non-applicable Other receivable accounts in the portfolio on which bad debt provisions were provided on percentage basis √ Applicable □ Non-applicable
End of term Beginning of term
Name of Bad debt Book Book balance proportion proportion Bad debt provision portfolio provision balance
portfolio 1 110,912,141 2% 2,015,296 52,497,501 2% 941,830
Other receivable accounts in the portfolio on which bad debt provisions were provided on other basis □ Applicable √ Non-applicable Other receivable accounts with minor amount but were provided bad debt provisions individually at end of period √ Applicable □ Non-applicable
Other receivable Book balance Bad debt provision Proportion Reason accounts
Guangdong Shilian Company Limited. 810,345 810,345 100% Unable o be recovered 合计 810,345 810,345 100% --
(2) Other receivable accounts written back or retrieved in the report period
Unit: RMB
Bad debt provision Description of other Reason to write back Basis of original bad Amount written back or provided before writing receivables or retrieve debt provision retrieved back or retrieving
Total ------Receivable accounts with large amount, or minor amount but on which bad debt provisions are tested and provided individually at end of period
Description of the Book balance Amount of bad debt Providing rate (%) Reason receivable accounts
Total -- --
Statement on other account receivable with minor amount but with greater risks when combined with other receivable accounts with similar natures
(3) Other receivable accounts actually charged off in the report period
Unit: RMB
Name of the Property of account Date of written off Amount written off Reason of writing Occurred under related
91 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
companies off relationship
cash deposit Can not reach the Chen Ji April 2012 278,767 No payment debtors
cash deposit Can not reach the Cai Dirong April 2012 261,348 No payment debtors
Total -- -- 540,115 -- -- Statements on charged off of other receivable accounts In the report period, the amount of charged off of other receivable was RMB 540,115, which was external personal debt. It had been full provision for bad debts in the previous year and charged off in this report period because the debtors were unable to be contacted with.
(4) Particulars about the other receivable accounts due from shareholders with 5% or over of the Company’s shares in the report period
□ Applicable √ Non-applicable
(5) Natures or contents of other receivable accounts with large amount
Unit: RMB
Nature or content of the Name of the companies Amount Portion in total other receivables (%) account
Export tax rebates 37,360,298 33% Company A receivable
Payment for stock right 20,000,000 18% Company B transfer receivable
cash pledge for natural 10,000,000 9% Company C gas
Total 67,360,298 -- Notes:
(6) Top 5 debtors of other receivable accounts
Unit: RMB
Name of the companies Relation with the Portion in total other Industrial Amount Ages receivables (%) Company
Company A Independent third party 37,360,298 Within 1 year 33%
Company B Independent third party 20,000,000 Within 1 year 18%
Company C Independent third party 10,000,000 Within 1 year 9%
Company D Independent third party 7,804,972 Within 1 year 7%
92 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Company E Independent third party 5,050,000 Within 1 year 5%
Total -- 80,215,270 -- 72%
(7) Other accounts receivable from related parties
Unit: RMB
Name of the companies Relation with the Portion in total other Industrial Amount Ages receivables (%) Company
Total -- --
(8) Termination of other receivable accounts
Unit: RMB
Items Amount terminated Gain/loss related to termination
Total
(9) For securitization on other receivable accounts, please provide the amount of asset and liability formed by continuous involving
Unit: RMB
Items At end of term
Assets:
Sub-total of asset
Liabilities:
Sub-total of liabilities
8. Prepayment
(1) Prepayment presented by ages:
Unit: RMB
End of term Beginning of term
Age Proportion Amount Amount Ratio (%) ratio (%)
93 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 within 1 year 46,914,531 69.88% 37,868,229 70.19%
1-2 years 17,940,551 26.72% 15,987,843 29.64%
2-3 years 2,285,290 3.40% 81,194 0.15%
Over 3 years 9,278 0.02%
Total 67,140,372 -- 53,946,544 -- Statement on ages of prepayments:
(2) Top 5 receivers of prepayments
Unit: RMB
Relation with the Name of the companies Amount Date Reason of unsettled Company
Supplier A Independent third party Prepayment for raw 15,000,000 Oct. 27, 2010 materials
Supplier B Independent third party Prepayment for raw 14,097,541 Jun. 11, 2012 materials
Supplier C Independent third party Prepayment for raw 2,974,000 Mar. 31, 2012 materials
Supplier D Independent third party Prepayment for raw 1,579,200 May 9, 2011 materials
Supplier E Independent third party Prepayment for raw 1,485,008 Apr, 6, 2012 materials
Total -- 35,135,749 -- --
Statements on main receivers of prepayments:
(3) Prepayment received by shareholding parties holding 5% or above of the Company’s shares in the report period
□ Applicable √ Non-applicable
(4) Statements on prepayments
The balances of advance to suppliers are dominated in RMB.
9. Inventories
(1) Categories of inventory
Unit: RMB
Items End of term Beginning of term
94 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Impairment Impairment Book balance Book value Book balance Book value provision provision
Raw materials 202,522,636 633,230 201,889,406 226,456,032 1,371,196 225,084,836
Product in process 12,443,819 12,443,819 15,915,611 15,915,611
Products in stock 334,707,849 53,861 334,653,988 199,782,411 3,074,489 196,707,922
Material in 47,997,247 47,997,247 42,400,390 392,709 42,007,681 circulation
Consumable biological asset
Total 597,671,551 687,091 596,984,460 484,554,444 4,838,394 479,716,050
(2) Inventory impairment provision
Unit: RMB
Balance of book Decreased this term Balance of book value Categories value at beginning of Provided this term Written back Transferred at end of term term
Raw materials 1,371,196 737,966 633,230
Product in process
Products in stock 3,074,489 3,020,628 53,861
Material in circulation 392,709 392,709
Consumable biological asset
Total 4,838,394 4,151,303 687,091
(3) Inventory impairment provisions
Percentage of amount written Basis of providing impairment Items Reason of written back back in the balance of the provision inventory at end of report term
The amount of book value reduce Raw materials net realizable value
The amount of book value reduce Products in stock net realizable value
Product in process
Material in circulation
Consumable biological asset
95 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Statement on inventories
10. Other current assets
Unit: RMB
Items End of term Beginning of term
Non-current assets held for sale 725,249,626
Deductible input VAT 177,037,679 188,380,503
Total 177,037,679 913,630,129
Statement on other current assets
11. Disposable financial asset
(1) Sellable financial assets
Unit: RMB
Items Fair value at the end of term Fair value at the beginning of term
Available-for-sale bonds
Available-for-sale equity instruments 122,806,632 117,892,827
Others
Total 122,806,632 117,892,827
The amount of investment held to mature recategorized to sellable financial assets was RMB 0, account for 0% of total investment held to mature. Statement on sellable financial assets: Available-for-sale equity instrument was the investment to Guangdong Golden Glass Technology Co., Ltd (“Golden Glass”) on June 30, 2012. Including：The Company held 1,388.480,000 unrestricted shares of Golden Glass, the fair value of which was priced in animated market. 4,115,200 restricted shares of Golden Glass owned by the Company on the basis of pricing observable in animated market as input value, consulting the provisions of the valuation method to determine the fair value on “Notice of Securities Investment Fund Executive ' Accounting Standards for Enterprises ' Business Valuation and valuation of Net Share Related Matters " (证监会计字[2007]21 号).
(2) Long-term liability investment in the sellable financial assets
Unit: RMB
Accumulated Beginning Interest of the interest Ending Bond items Type of bond Face value Initial costs Expired on balance period received or balance receivable
Total ------
96 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Statement on long-term liability investment in the sellable financial assets:
12. Investment held to mature
(1) Investment held to mature
Unit: RMB
Balance of book value at the beginning of Items Balance of book value at the end of term term
Total
Statement on investment held to mature
(2) Investment held to mature disposed in the report period before mature
Unit: RMB
Items Amount Percentage in the total investment before disposed %
Total --
Statement on investment held to mature disposed in the report period before mature
13. Long-term receivables
Unit: RMB
Categories End of term Beginning of term
Financed rent
Incl: un-realized financial gains
Sales of goods in stallments
Providing of services in stallments
Others
Total
14. Investment in affiliates and joint ventures
Unit: RMB
Share Voting Total Net Total Total Total of Legal s held power net profit of Name of the Owners Reg. Business Registered asset at liability turnove represen by of the asset at the Companies hip type Add. property capital end of at end r at tative the Compa end of current term of term current Com ny in term term
97 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
pany the term % entity %
I. Joint ventures
II. Affiliates
Statements on material diversity in accounting policies, estimations adopted by the Company and the affiliates
15. Long-term equity investment
98 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(1) Details of long-term equity investment
Unit: RMB
Company Calculating Initial costs Beginning Changed by Ending balance Percentage of Voting power Statement on Impairment Impairment Cash dividend invested in basis balance share in the in the firm % differences provision provision of the current firm % between the provided this term shareholding term and voting rights
Hainan Pearl 395,000 395,000 395,000 Non-applicable 395,000 River Cost Method Construction Co., Ltd. Hainan Heng 49,997 49,997 49,997 Non-applicable 49,997 Tong Cost Method Industrial Co., Ltd. Total -- 444,997 444,997 444,997 ------444,997
As the Group could not contact with above companies, the Grope could not obtain related financial information from these companies, and made full impairment to these long-term equity investment.
99 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(2) Constrains on the ability to transfer capital to invested entities
Unit: RMB
Constrains on the ability to transfer capital Accumulated investment loss not Causation of constrain to long-term invested entities recognized
Statements on long-term equity investment
16. Investment property
(1) Investment property on cost basis
□ Applicable √ Non-applicable
(2) Investment property on fair value basis
□ Applicable √ Non-applicable State the investment properties which have changed of measurement basis and those which are not licensed yet. State the reason and expected completion date.
17. Fixed assets
(1) Particulars of fixed assets
Unit: RMB
Balance of book Balance of book Items value at beginning Increased this term Decreased this term value at end of of term term
I. Total of original book 11,943,468,010 975,356,193 706,150,021 12,212,674,182 value
Incl. House & Buildings 2,481,918,163 320,653,793 228,253,913 2,574,318,043
Equipment & machinery 9,243,584,170 623,616,677 471,887,068 9,395,313,779
Transportation facilities 217,965,677 31,085,723 6,009,040 243,042,360
Balance of book Increased this Provided current Balance at end of -- value at beginning Decreased this term term term current term of term
II. Total of accumulative 2,251,689,166 319,219,704 188,940,331 2,381,968,539 depreciation
Incl. House & Buildings 281,830,928 39,546,186 28,097,696 293,279,418
Equipment & machinery 1,851,498,243 266,462,193 155,447,620 1,962,512,816
100 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Transportation facilities 118,359,995 13,211,325 5,395,015 126,176,305
Balance of book Balance at end of -- value at beginning -- current term of term
III. Total of net book value 9,691,778,844 -- 9,830,705,643 of fixed assets
Incl. House & Buildings 2,200,087,235 -- 2,281,038,625
Equipment & machinery 7,392,085,927 -- 7,432,800,963
Transportation facilities 99,605,682 -- 116,866,055
--
IV. Total of impairment 260,090,010 -- 257,896,805 provisions
Incl. House & Buildings - -- -
Equipment & machinery 260,062,050 -- 257,868,845
Transportation facilities 27,960 -- 27,960
--
V. Total of fixed asset book 9,431,688,834 -- 9,572,808,838 value
Incl. House & Buildings 2,200,087,235 -- 2,281,038,625
Equipment & machinery 7,132,023,877 -- 7,174,932,118
Transportation facilities 99,577,722 -- 116,838,095
--
Depreciated RMB 319,219,704 in the report period; RMB 950,102,515 transferred from construction-in-process.
(2) Fixed assets temporarily in idle status
Unit: RMB
Accumulated Impairment Items Original book value Net book value Note depreciation provision
House & Buildings
Equipment & machinery
Transportation facilities
101 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(3) Fixed assets leased by finance
□ Applicable √ Non-applicable
(4) Fixed assets leased out on finance
□ Applicable √ Non-applicable
(5) Fixed assets held for sale at end of period
Unit: RMB
Predicted disposal Items Book value Fair value Predicted disposal date expense
(6) Fixed asset not licensed yet
Items Reason for not granted Expected date of grant
Materias was handed over, but the procedures weren‟t completed. The related House & Buildings Within the coming 2 years Buildings Ownership Certificates haven‟t been obtained yet. Statements on fixed assets: As on 30 June 2012, Buildings Ownership Certificates for certain buildings of the Group with carrying amounts of approximately RMB 1,071,970,616 (cost of RMB1,147,270,195) (31 December 2011: carrying amount of RMB1,357,526,592, cost of RMB 1,524,826,539) had not yet been obtained by the Group. Included were certain buildings with carrying amounts of RMB 368,032,111 (cost of RMB 380,217,430) (31 December 2011: carrying amount of RMB 327,441,377, cost of RMB 370,885,909) because the land ownership certificates of the lands on which these buildings located had not been obtained. The Company‟s directors are of the view that there is no legal restriction for the Group to apply for and obtain the Buildings Ownership Certificates and there will not be any significant adverse impact on the operations of the Group.
18. Construction-in-process
(1)
Unit: RMB
End of term Beginning of term
Items Impairment Impairment Book balance Book value Book balance Book value provision provision
Dongguan solar energy glass phase Ⅰ& Ⅱ 516,523,823 516,523,823
Dongguan PV-tech 200MV 314,983,526 314,983,526 230,740,802 230,740,802
102 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Solar Energy Battery Expansion project
Hebei Panel ultrathin glass project 260,220,560 260,220,560 338,263,109 338,263,109
Jiangyou placer project 122,076,598 122,076,598 127,084,350 127,084,350 Xianning CSG Energy saving and environmental protection materials project 102,158,709 102,158,709 3,297,422 3,297,422
Yichang 700MW silicon slice expansion project phase Ⅲ 80,761,840 80,761,840 73,569,949 73,569,949
Yichang polycrystalline silicon cold hydrogenation, technically improvement project 57,286,878 57,286,878 24,887,637 24,887,637
Yichang CSG Silicon chips supplementary project 53,674,782 53,674,782 53,066,119 53,066,119
Xianning CSG energy-saving glass project 43,003,637 43,003,637 5,611,975 5,611,975
Heyuan CSG Photovoltaic encapsulation project 35,896,141 35,896,141 41,893,469 41,893,469
Wujiang float glass project 31,864,416 31,864,416 20,456,988 20,456,988
Polysilicon technological transformation project of distillation system, reduction furnace and CDI system 21,813,654 21,813,654
Dongguan solar energy coating film production line phase Ⅲ 8,001,685 8,001,685
Dongguan solar energy phase Ⅲ 2,305,494 2,305,494 495,524,107 495,524,107
Dongguan Architectural energy glass expansion project 138,610,258 138,610,258
Tianjin coating film B line improvement 62,919,048 62,919,048
Hebei CSG cogeneration project 200,000 200,000
Shenzhen Float 400km TCO project expansion project 993,156 993,156
Others 151,669,022 1,845,410 149,823,612 98,164,086 1,845,410 96,318,676
Total 1,802,240,765 1,845,410 1,800,395,355 1,715,282,475 1,845,410 1,713,437,065
103 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(2) Material change in construction-in-progress
Unit: RMB
Projects Budget Beginning of Increased this Transferred Other Investment on Progress Accumulate Including: Capitalizing Fund recourse End of term term term into fixed decreases budget (%) of interest interest rate of interest assets capitalized capitalized this period % this term
Dongguan PV-tech 200MV Solar Energy 697,000,000 230,740,802 87,148,833 2,906,109 82% 20,557,242 8,420,570 6.35% Battery self capital Expansion and loan from project bank 314,983,526 Hebei Panel ultrathin glass 375,536,452 338,263,109 15,871,098 93,913,647 85% project self capital 260,220,560 self capital Jiangyou 131,083,358 127,084,350 5,131,170 10,138,922 95% 6,544,941 1,699,419 7.32% and loan from placer project bank 122,076,598 Xianning CSG Energy saving and environmental 599,340,000 3,297,422 99,097,448 236,161 31% 363,308 363,308 6.40% protection self capital materials and loan from project (ii) bank 102,158,709 Yichang 700MW silicon slice 1,980,000,000 73,569,949 7,191,891 13% 8,697,201 1,763,011 6.35% self capital expansion and loan from project bank 80,761,840
104 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 phase Ⅲ Yichang polycrystallin e silicon cold hydrogenation 500,000,000 24,887,637 32,399,241 10% technically self capital improvement and loan from project bank 57,286,878 Yichang CSG Silicon chips 54,382,682 53,066,119 3,645,576 3,036,913 71% supplementary project 自有资金 53,674,782 Xianning CSG energy-saving 279,000,600 5,611,975 37,391,662 41% 57,589 57,589 5.60% self capital glass project and loan from (ii) bank 43,003,637 Heyuan CSG Photovoltaic 500,000,000 41,893,469 5,997,328 7% encapsulation project self capital 35,896,141 self capital Wujiang float 845,630,000 20,456,988 13,521,622 2,114,194 87% 20,120,444 and loan from glass project bank 31,864,416 Polysilicon technological transformation project of distillation 1,260,000,000 21,813,654 2% 175,270 175,270 6.35% system, reduction self capital furnace and and loan from CDI system bank 21,813,654
105 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Dongguan solar energy coating film 34,450,000 8,001,685 20% 29,659 29,659 6.36% self capital production and loan from line phase Ⅲ bank 8,001,685 Dongguan self capital solar energy 555,576,800 495,524,107 79,682,987 572,901,600 85% 21,223,458 8,481,251 6.36% and loan from phase Ⅲ bank 2,305,494 Dongguan solar energy glass phase 516,523,823 Ⅰ & Ⅱ improvement project (iii） 516,523,823 Dongguan Architectural energy glass 130,740,000 138,610,258 17,272,795 155,883,053 100% 6,861,622 2,047,141 6.25% expansion loan from project bank Tianjin coating film B line 24,500,000 62,919,048 2,083,982 65,003,030 96% 218,863 15,400 5.39% self capital improvement and loan from (iv) bank Total 1,615,925,233 946,777,467 906,133,629 5,997,328 -- -- 84,849,597 23,052,618 -- -- 1,650,571,743
Statements on change of construction-in-process: (i) The proportion of project expenditure incurred to the budget was determined by the accumulative expenditures incurred divided by the total budget. (ii) The budget and actual expenditures incurred for these kinds of projects include cost of acquiring land use rights, the balance of Construction in progress does not include the costs of acquiring land use rights. (iii) The project was approved by the resolution of the sixth interim meeting of the board of directors on 6 April 2012 to stop production and to be cold repaired, as well as to be upgraded when it is needed. (iv) For those production line improvement projects, the proportion of project expenditures incurred to the budget is determined in accordance with the ratio of the actual project expenditures incurred to the budget of production line improvement, the budget of production line improvement only include the additional improvement costs to be incurred.
106 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(3) Impairment provisions of construction-in-process
Unit: RMB
Items Beginning of term Increased this term Decreased this term End of term Reason to provide
Equipments not suitable or will not for use. Provision is Yichang Silicon determined by the 1,845,410 1,845,410 products project difference between carrying amount and estimated net selling price.
Total 1,845,410 1,845,410 --
(4) Progress of material construction-in-process
Items Progress Note
Dongguan PV-tech 200MV Solar Energy 90% Physical progress of the construction work Battery Expansion project
Hebei Panel ultrathin glass project 99% Physical progress of the construction work
Jiangyou placer project 95% Physical progress of the construction work
Xianning CSG Energy saving and 35% Physical progress of the construction work environmental protection materials project Yichang 700MW silicon slice expansion 5% Physical progress of the construction work project phase Ⅲ Yichang polycrystalline silicon cold hydrogenation, technically improvement 10% Physical progress of the construction work project Yichang CSG Silicon chips 98% Physical progress of the construction work supplementary project Xianning CSG energy-saving glass project 50% Physical progress of the construction work (ii) Heyuan CSG Photovoltaic encapsulation 1% Physical progress of the construction work project
Wujiang float glass project 98% Physical progress of the construction work Polysilicon technological transformation project of distillation system, reduction 5% Physical progress of the construction work furnace and CDI system
Dongguan solar energy coating film 75% Physical progress of the construction work production line phase Ⅲ
Dongguan solar energy glass phase Ⅰ& To upgraded with optional opportunity Physical progress of the construction work Ⅱimprovement project
Dongguan solar energy phase Ⅲ Main project has been completed, ancillary Physical progress of the construction work
107 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
projects still under construction
Dongguan Architectural energy glass Main project has been completed, ancillary Physical progress of the construction work expansion project projects still under construction
(5) Statement on construction-in-process
19. Project material
Unit: RMB
Items Beginning of term Increased this term Decreased this term End of term
Total Statement on project material
20. Liquidation of fixed assets
Unit: RMB
Items Openning book value Closing book value Reason of liquidation
Total -- Progress of fixed assets turn to be liquidated for over one year
21. Production biological assets
(1) On costs
□Applicable √Non-applicable
(2) On fair value
□Applicable √Non-applicable
22. Petrolum assets
Unit: RMB
Balance of book value Increased this Decreased this Balance of book value at Items at beginning of term term term end of term
I. Total of original book value
1. Rights on proved mine field
2. Rights on unproved mine field
3. Wells and facilities
108 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
II. Total of accumulative depreciation
1. Rights on proved mine field
2. Wells and facilities
III. Total of accumulative impairment provision on petrolum assets
1. Rights on proved mine field
2. Rights on unproved mine field
3. Wells and facilities
IV. Total of book value of petrolum assets
1. Rights on proved mine field
2. Rights on unproved mine
3. Wells and facilities Statements on petrolum assets
23. Intangible assets
(1) Profiles of intangible assets
Unit: RMB Balance of book Balance of book value Increased this Decreased this Items value at the at the term term beginning of term end of term
I. Total of original book 1,019,976,674 59,593,342 1,079,570,016 value
Land use rights 915,376,713 31,218,683 946,595,396
Patents 68,121,244 9,820,079 77,941,323
Exploitation rights 18,736,536 18,736,536
Others 17,742,181 18,554,580 36,296,761
II. Total of accumulative 106,503,032 15,363,003 121,866,035 amortizing
Land use rights 82,293,638 10,090,606 92,384,244
Patents 19,748,381 3,734,890 23,483,271
Exploitation rights 1,302,878 200,320 1,503,198
Others 3,158,135 1,337,187 4,495,322 III. Total of book net value of intangible 913,473,642 957,703,981 assets
Land use rights 833,083,075 854,211,152
Patents 48,372,863 54,458,052
109 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Exploitation rights 17,433,658 17,233,338
Others 14,584,046 31,801,439
IV. Total of impairment provisions
Total of book value of 913,473,642 957,703,981 intangible assets
Land use rights 833,083,075 854,211,152
Patents 48,372,863 54,458,052
Exploitation rights 17,433,658 17,233,338
Others 14,584,046 31,801,439 RMB 15,363,003 was amortized in this period.
(2) R&D expenses
Unit: RMB
Decreased this term
Accounted into Items Beginning of term Increased this term Recognized as End of term current income intangible asset account
Development 30,688,334 44,601,847 32,614,093 28,465,417 14,210,671 expenditure
Total 30,688,334 44,601,847 32,614,093 28,465,417 14,210,671
In Jan.-Jun. 2012, the total amount of research and development expenditures of the Group is RMB 73,173,254 (Jan.-Jun. 2011, RMB 51,511,351), including RMB 61,185,500 (Jan.-Jun. 2011: RMB 46,049,187) recorded in income statement. RMB 28,465,417 (Jan.-Jun. 2011: RMB 552,783) was recognised as intangible assets. In Jan.-Jun. 2012, the development expenditures account for 61%of total research and development expenditures (Jan.-Jun. 2011: 35%). On 30 June 2012, the intangible assets arisen from internal research and development accounted for 4.55% of total of intangible assets (31 December 2011: 1.65%).
(3) Uncertificated intangible assets
As on 30 June 2012, ownership certificates of land use right (“Land ownership Certificates”) for certain land use rights of the Group with carrying amounts of approximately RMB 39,022,017 (Original cost: RMB 44,114,983) had not yet been obtained by the Group (31 December 2011, net book value: RMB 30,768,253, Original cost: RMB 33,358,625). The Company‟s directors are of the view that there is no legal restriction for the Group to apply for and obtain the Land Ownership Certificates and impact no adverse effect. The company estimates the land use right certificate could be obtained in 2013.
24. Goodwill
Unit: RMB
Name of the companies or Beginning balance Increased this term Decreased this Ending balance Impairment
110 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 goodwill item term provision at end of term
Tianjin CSG Architectural Glass
Co., Ltd.(i) 3,039,946 3,039,946 Heyuan CSG Mining
Development Co., Ltd.(ii) 15,364,434 15,364,434
Total 18,404,380 18,404,380
(i)The goodwill was arised from purchasing the minority shareholder equity from Tianjin CSG Architectural Glass Co., Ltd in 2007. (ii)The goodwill was arising from acquisition of 75% shares of Heyuan CSG Mining Co., Ltd in 2009. Statement of basis for impairment testing and provision of goodwill: The directors of the company considered that goodwill do not have impairment risk on 30 June 2012, so it was not necessary to accrued impairment.
25. Long-term expenses to be amortized
Unit: RMB
At the beginning Amortized this At the end of Reason of other Items Increased this term Other decrease of term term term decreasing
Modules expense 1,319,695 1,242,420 469,692 2,092,423
Total 1,319,695 1,242,420 469,692 2,092,423 -- Statement on long-term amortizable expenses: Long-term prepaid expenses represent prepayments that should be amortized over more than one year. Long-term prepaid expenses are amortized on the straight-line basis over the expected beneficial period and are presented at cost net of accumulated amortization.
26. Deferred income tax asset and deferred income tax liabilities
(1) Deferred income tax assets and liabilities are not presented as net amount after neutralization
□Applicable √Non-applicable
(2)Deferred income tax assets and liabilities are presented as net amount after neutralization
√Applicable □Non-applicable
Deferred income The temporary Deferred income tax The temporary Items tax assets at end differences at end of assets at beginning of differences at of term term term beginning of term Deferred income tax assets:
Provisions for impairment of assets 39,633,853 218,176,518 41,997,940 226,218,552
Start-up cost 96,164 769,314
deducting expenses 41,748,519 200,210,416 24,767,703 121,191,818
Accrued expenses 8,133,483 43,173,543 8,852,476 48,756,231
Provisions 109,031 526,872 469,031 2,926,872
111 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Depreciation on fixed assets 4,858,776 23,741,242 5,193,535 16,299,414
Sub-total 94,483,662 485,828,591 81,376,849 416,162,201 Deferred income tax liabilities: Evaluation of transactional financial instruments and derivate financial instruments
A financial asset available for sale in the 12,978,477 56,380,342 11,847,346 51,466,537 fair change accounted in capital reserves
Accumulated depreciations 526,027 2,808,997 1,451,389 6,336,090
Investment income 9,942,308 42,016,274 9,942,308 42,016,274
Withholding income tax 16,296,664 230,599,664 20,849,801 383,008,213
Total 39,743,476 331,805,277 44,090,844 482,827,114
Statement on deferred income tax assets and liabilities
27. Detail of asset impairment provision
Unit: RMB
Balance of book Decreased this term Increased this Balance of book Items value at beginning of term value at end of term term Written back Transferred
I. Bad debt provision 8,717,296 4,887,037 1,545,428 920,965 11,137,940 II. Inventory impairment 4,838,394 4,151,303 687,091 provision III. Disposable financial asset impairment provision IV. Investment equity hold till expiring impairment provision V. Long-term equity investment impairment 444,997 444,997 provision VI. Property investment impairment provision VII. Fixed asset impairment 260,090,010 2,193,205 257,896,805 provision VIII. Project material impairment provision IX. Construction in process 1,845,410 1,845,410 impairment provision X. Production biological material asset impairment provision
112 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Incl. Mature production biological material asset impairment provision XI. Gas & oil asset impairment provision XII. Intangible asset impairment provision XIII. Goodwill impairment provision XIV. Other
Total 275,936,107 4,887,037 1,545,428 7,265,473 272,012,243 Statement on details of asset impairment
28. Other non-current assets
Unit: RMB
Items End of term Beginning of term
Payment of land leasing in advance 37,490,712 37,490,712
Total 37,490,712 37,490,712 Statement on other non-recurring assets
29. Short-term loans
(1) Categories of short-term loans
Unit: RMB
Items End of term Beginning of term
Loan by pledge 45,116,654
Pledged loan
Guarantee loan 604,767,595 331,063,554
Credit loan 363,671,679 515,160,595
Short-term finance bonds 700,000,000 700,000,000
Total 1,713,555,928 1,546,224,149
Statement on categories of short-term loans
(2) Short-term loans expired but not repaid
Unit: RMB
Loan provided by Amount of loan Interest rate Usage of loan Reason of overdue Scheduled repaying date
113 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Total ------Repaid in post-balance-sheet period Statement on short-term loans, including due but extended. Please provide the extending conditions and extended expiration date.
30. Transactional financial liabilities
Unit: RMB
Items Fair value at end of term Fair value at beginning of term
Transactional bonds issued
Financial liabilities accounted on fair value and the fluctuations accounted into current gain/loss account
Deductive financial liability
Other financial liabilities
Total Statement on transactional financial liabilities
31. Notes payable
Unit: RMB
Categories End of term Beginning of term
Commercial acceptance 8,080,175 4,285,644
Bank acceptance 323,649,130 101,832,475
Total 331,729,305 106,118,119 Amount due in next fiscal period is RMB 331,729,305 Statement on notes payable
32. Account payable
(1)
Unit: RMB
Items End of term Beginning of term
Account payable for materials 706,436,151 525,006,200
Account payable for equipments 249,429,467 310,822,839
Account payable for constructions 257,370,921 452,669,835
Account payable for freight 51,319,861 41,637,649
Others 20,169,804 15,672,903
114 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Total 1,284,726,204 1,345,809,426
(2) Account payable to shareholders holding 5% or over of the Company’s shares in the report period
Applicable √Non-applicable Statement on payable accounts due for over one year. As at 30 June, 2011, accounts payable over 1 year is approximately RMB 92,295,271 (31December 2011: RMB84,531,930), which mainly comprised of payables for construction works. As the construction works were not passing the final acceptance test, the balance was not yet settled.
33. Accounts received in advance
(1)
Unit: RMB
Items End of term Beginning of term
Advances from customers 131,121,359 135,537,639
Total 131,121,359 135,537,639
(2) Prepayment collected from shareholders holding 5% or over of the Company’s shares in the report period.
Applicable √Non-applicable Statement on large amount prepayment received and due for over one year. The balances were substantively dominated in RMB and with the aging within 1 year.
34. Wage payable
Unit: RMB
Balance of book value at Balance of book value at Items Increased this term Decreased this term beginning of term end of term
I. Wages and salaries, bonuses, 89,832,301 314,733,947 339,251,610 65,314,638 allowances and subsidies
II. Social security 488,966 36,011,143 35,340,217 1,159,892 contributions
Included: Pension 152,718 22,154,714 21,655,534 651,898
Medical 183,404 10,412,420 10,333,179 262,645
Unemploy 94,684 1,873,201 1,823,083 144,802 ment
115 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Injury 31,521 1,077,658 1,051,574 57,605
Maternity 26,639 493,150 476,847 42,942
III. Housing fund 801,612 13,214,730 13,371,880 644,462
IV、Labor union and employee education 12,493,500 5,364,384 3,421,846 14,436,038 funds
V、Management 35,776,320 35,673,270 103,050 bonus
Total 139,392,699 369,324,204 427,058,823 81,658,080
As on 30 June 2012, there was no overdue payroll and welfare expense. The balances will be settled in 2012.
35. Tax payable
Unit: RMB
Items End of term Beginning of term
VAT 25,523,246 16,726,938
Consumption tax
Business tax 38,857 90,139
Enterprise income tax 72,797,367 100,224,113
Personal income tax 906,314 1,229,981
City maintenance and construction tax 1,779,101 4,983,547
Others 14,833,496 16,062,495
Total 115,878,381 139,317,213
36. Interest payable
Unit: RMB
Items End of term Beginning of term
Long-term loan interest with instalments 1,788,358 1,044,608
Interest of company bond 74,505,379 21,205,379
Short-term borrowing interests payable 3,778,248 2,516,150
Interest payable for short-term financing bond 36,897,479 13,657,479
Total 116,969,464 38,423,616 Statement on interest payable:
116 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
37. Dividend payable
As on 30 June 2012, the balance of the dividends payable represented those declared before the reform of shareholder structure of the Company but not yet able to pay to then shareholders.
38. Other account payable.
(1)
Unit: RMB
Items End of term Beginning of term
Guarantee deposits received from construction contractors 87,041,078 78,266,261
Accrued operating expenses 40,686,358 41,699,807
Temporary receipts 16,006,587 15,771,724
Payable for contracted labor costs 3,143,594 2,023,549
Payable to Bodi for settle the debts of Guangzhou CSG 370,000,000
Advance received for dispose the equity interests of Guangzhou CSG 299,800,000
Advance received for payment of termination benefit 15,000,000
Consideration payable for purchasing of minority interests 27,024,876
Consideration payable for acquiring equity interest of HeYuan CSG Mining Co., Ltd. 14,280,000
Others 18,589,573 22,780,865
Total 165,467,190 886,647,082
(2) Other account payable due to shareholders with 5% or over of the Company’s shares in the report period
Applicable √Non-applicable
(3) Statement on large amount other payable accounts due for over one year
The balances were substantively dominated in RMB and with the aging with 1 year.
(4) Statement on large amount other payable accounts
Nil
117 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
39. Anticipated liabilities
Unit: RMB
Beginning of Decreased this Items Increased this term End of term term term
Providing of external guarantees
Unsettled lawsuit
Quality warranty
Reconstruction liabilities
Dismissing policy
Loss contract to be executed
Others
Total Statement on anticipated liabilities
40. Non-current liabilities due in one year
(1)
Unit: RMB
Items End of term Beginning of term
Long-term loans due in 1 year 348,870,580 180,033,101
Total 348,870,580 180,033,101
(2) Long-term loans due in 1 year
Long-term loans due in 1 year Unit: RMB
Items End of term Beginning of term
Guarantee loan 69,310,000 107,572,751
Credit loan 279,560,580 72,460,350
Total 348,870,580 180,033,101
The loans are guaranteed by the Company in favor of the subsidiaries, of which RMB 3,628,100 (31 December 2011: RMB 10,293,202) were back to back guaranteed by the minority shareholders of the subsidiaries of the Company. Top 5 long-term loans due in 1 year Unit: RMB
End of term Beginning of term Loan Commence Terminate Interest Currency Amount of Amount of provided by date date rate % Amount of Amount of original original
118 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
foreign currency foreign currency
currency currency
Amount of Amount of Amount of Amount of Loan Commence Terminate Interest Currency foreign original foreign original provided by date date rate % currency currency currency currency
1 month Bank A 2011-03-10 2013-02-15 USD LIBOR+3.0 32,000,000 202,396,800 32,000,000 201,628,800 %
Bank B 1 month 2011-04-14 2013-03-22 USD LIBOR+2.9 12,200,000 77,163,780 12,200,000 76,870,980 %
Bank C benchmark 2008-03-11 2013-03-10 RMB interest rate 27,000,000 27,000,000 -10%
Bank D benchmark 2011-04-28 2013-06-30 RMB interest rate 18,000,000 18,000,000 -10%
Bank E benchmark 2009-01-05 2013-01-21 RMB interest rate 16,310,000 16,310,000 -10%
Total ------340,870,580 -- 339,809,780
Overdue loans among the long-term borrowings due in one year Unit: RMB
Annual interest Reason for Scheduled Loan provided by Total Amount Date of mature Usage of loan rate % overdue repaying date
Total ------Amoung repaid in post-balance-sheet day Statement on long-term loans due in 1 year
(3) Bonds payable due in 1 year
Unit: RMB
Interest Interest Interest Date of Issuing payable at Interest paid payable at Closing Bond Face value Bond term occurred issue amount beginning this period end of balance this period of period period
119 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Statement on bonds payable due in 1 year
(4) Long-term payable account due in 1 year
Unit: RMB
Loans from Term Initial amount Interest rate % Interest payable Closing balance Condition
Statement on long-term payable due in one year
41. Other current liability
Unit: RMB
Items Closing balance of book value Openning balance of book value
Accrued liabilities 526,872 2,926,872
Total 526,872 2,926,872 Statement on other current liabilities
42. Long-term loans
(1) Categories of long-term loans
Unit: RMB
Items End of term Beginning of term
Guarantee loan 307,088,795 280,333,966
Credit loan 549,599,200 807,906,978
Total 856,687,995 1,088,240,944
Statement on categories of long-term loans: On 30 June 2012, loans of certain subsidiaries of the Company were guaranteed by the Company, of which, the minority shareholders provided a back to back guarantee to the Company amounting to RMB38,878,395 (31 December 2011: RMB18,206,630). The interest should be paid monthly or quarterly. The principals will be repaid between July 2013 and May 2019.
(2) Top 5 long-term loans
Unit: RMB
End of term Beginning of term
Loan Commence Terminate Interest Amount of Amount of Amount of Amount of Currency provided by date date rate % foreign original foreign original currency currency currency currency
1-3year Bank F 2012-6-25 2014-6-24 RMB export seller 100,000,000 credit rate
120 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Bank G Benchmark 2008-5-22 2014-5-9 RMB interest 50,000,000 50,000,000 rate-10%
Bank H Benchmark 2008-5-23- 2014-5-9 RMB interest 50,000,000 50,000,000 rate-10%
Bank I Benchmark 2010-3-1- 2014-5-9 RMB interest 50,000,000 50,000,000 rate-10%
Bank J 1-3year 2012-6-1- 2014-5-31 RMB export seller 30,000,000 credit rate
Total ------280,000,000 -- 150,000,000
43. Bond payable
Unit: RMB
Bond Face value Date of Bond Issuing Interest Interest Interest paid Interest Closing issue term amount payable at occurred this period payable at balance beginning this period end of of period period
Corporate 1,000,000,000 2010-10-20 5-year 989,100,000 10,602,689 26,650,000 37,252,689 992,254,866 bonds
Corporate 1,000,000,000 2010-10-20 7-year 989,100,000 10,602,690 26,650,000 37,252,690 992,254,866 bonds Statement on bonds payable, including the condition and time of converting of the convertible bonds According to the China Securities Regulatory Commission license [2010] No 1369 published by the China Securities Regulatory Commission, the Company issued the corporate bonds on 20 October 2010, with a par value of 2 billion. The Corporate Bonds include 1 billion that will mature in 5 years and another 1 billion that will mature in 7 years (“7 year Bonds”). The 7 year Bonds holders have a put option over the Company to repurchase at the end of the fifth year. The Corporate Bonds carried at fixed interest rate of 5.33% per year, the interests are paid annually, and the effective interest rate is 5.59%.
44. Long term payables
(1) Top 5 long-term payables
Unit: RMB
Company Term Initial amount Interest rate % Interest payable Closing balance Condition
121 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(2) Details of finance leasing payments in long-term payables
Unit: RMB
End of term Beginning of term Company Foreign Currency RMB Foreign Currency RMB
Total Guarantee provided by the 3rd party for the leasing finance is amounted to RMB0. Statement on long-term payables
45. Special payables
Unit: RMB
Beginning of Increased this Decreased this Items End of term Remarks term term term
Total -- Statement on special payable accounts:
46. Other non-current liabilities
Unit: RMB
Items Closing balance of book Openning balance of book
Deferred income 249,023,995 235,931,447
Government interest-free loans 68,634,600 103,634,600
Total 317,658,595 339,566,047 Statement on other non-current liabilities, including asset-related and income-related government subsidy and closing balances: The details of Deferred income as follows: 30 June 2012 31 December 2011
Government grants relating to assets
- Yichang Silicon products project 37,265,625 38,671,875
- Yichang CSG crucible project 7,804,872 7,804,872
- Chengdu Float Cogeneration project 19,572,570 20,399,580
- Shenzhen Float TCO Glass project 19,000,666 19,500,000
- Wujiang CSG Glass Co., Ltd. 54,927,464 41,722,720
-CSG PVTech Co., Ltd. 2,100,000 4,200,000
-Dongguan CSG Architectural Glass Co., Ltd. 4,720,398 -
122 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
145,391,595 132,299,047
Government grants relating to income
- Xianning CSG Glass Co., Ltd. 103,632,400 103,632,400
249,023,995 235,931,447 The interest-free loan represented from Yichang local financial department borrowed by Yichang CSG. It should be used for the infrastructure construction. The loan is interest free and repayable on 20 December, 2013.
47. Share Capital
Unit: RMB
Changed in the report period (+,-) Beginning of Issuing of new Transferred End of term term Bonus shares Others Sub-total shares from reserves
Total of capital 2,075,837,060 -501,500 2,075,335,560 shares
Statement of change in share capital The amount of share capital reduced in this period resulted from the shares repurchased and cancelled for part of the employees departed. The reduced capital in this period has been audited by CPA‟s report of 中审国际验字【2012】01020087号.
48. Shares in stock
Statement on shares in stock
49. Special reserves
Statement on special reserves
31 December 2011 Addition Deduction 30 June 2012 Safety production cost 10,591,844 2,794,665 1,142,118 12,244,391
Yichang CSG is a high risk chemical production enterprise and appropriated such reserve in accordance with relevant regulations.
50. Capital reserves
Unit: RMB
Items Beginning of term Increased this term Decreased this term End of term
Capital premium (share capital 1,180,210,446 165,054,228 1,345,264,674 premium)
Other capital reserves 200,783,959 8,880,179 164,248,877 45,415,261
Total 1,380,994,405 173,934,407 164,248,877 1,390,679,935
123 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Statement on capital reserves: Share premium includes expenses of RMB 164,248,877 transferred from other reserve to share premium as a result of release of the restricted A shares under restrictive A share incentive plan and an adjustment of RMB 805,351 arose from transactions with minority shareholders.
51. Surplus reserves
Unit: RMB
Items Beginning of term Increased this term Decreased this term End of term
Statutory surplus reserves 472,082,529 472,082,529
Optional surplus reserves 127,852,568 127,852,568
Preserved fund
Enterprise development fund
Others
Total 599,935,097 599,935,097 Statement on surplus reserves
52. Providing of common risk provisions
Statement on common risk provisions: Nil.
53. Retained profit
Unit: RMB
At end of term At beginning of term
Percentage of Percentage of Items Amount drawing or Amount drawing or allocation allocation
Adjustment on retained 2,842,873,242 -- 2,484,699,065 -- profit of previous year
Total of retained profit at beginning of year adjusted -- -- (+ for increase, - for decrease)
Retained profit adjusted at beginning of year 2,842,873,242 2,484,699,065
Plus: Net profit attributable to owners of the parent company 246,093,185 837,643,342
Less: Statutory surplus reserves
124 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Optional surplus reserves
Common risk provisions
Common share dividend payable 373,560,401 34% 726,650,071 52%
Common share dividend transferred to capital share
Retained profit at the end of term 2,715,406,026 2,595,692,336
Details about adjustment of retained profit at beginning of year: 1) Retrospective adjustment due to adopting of the Enterprise Accounting Standard and related regulations, included the retained profit by RMB0. 2) Variation of accounting policies, influenced the retained profit by RMB0. 3) Correction of material accounting errors, influenced the retained profit by RMB0. 4) Change of consolidation range caused by merger of entities under common control, influenced the retained profit by RMB0. 5) Other adjustment influenced the retained profit by RMB0. Statement on retained profit: for companies issued their securities for the first time, if the accumulated profit before the issuing is shared by the new and existing shareholders as approved by the shareholders‟ meeting, shall be described particularly; if the accumulated profit before the issuing is shared only by existing shareholders as approved by the shareholders‟ meeting, the Company shall provide the details of dividend payable to the existing shareholders as audited by CPA.
54. Operational revenue and costs
(1) Operation incomes and costs
Unit: RMB
Items Occurred current term Occurred in previous term
Major business turnover 3,307,871,979 4,413,281,121
Other business income 37,378,506 25,252,981
Operation cost 2,638,127,535 2,876,324,402
(2) Business segments (on industries)
√ Applicable □ Non-applicable Unit: RMB
Occurred current term Occurred in previous term Name of industry Revenue Cost Revenue Cost
Flat and architectural glass industry 2,108,760,171 1,608,699,155 2,552,433,284 1,793,380,600
Fine glass industry 435,479,401 261,383,215 403,514,349 237,336,210
125 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Solar energy industry 772,324,453 761,056,195 1,460,130,104 840,843,031
Others 12,909,604 8,080,321
Elimination -8,692,046 -8,692,046 -15,706,220 -15,706,220
Total 3,307,871,979 2,622,446,519 4,413,281,121 2,863,933,942
(3) Business segments (on products)
□Applicable √ Non-applicable
(4) Business segments (on regions)
√ Applicable □ Non-applicable
Occurred current term Occurred in previous term Name of regions Revenue Cost Revenue Cost
Mainland 2,559,453,501 2,036,805,978 3,231,318,996 2,004,214,327
Hongkong 168,744,879 86,260,410 225,388,371 114,263,366
Asia(excluded Mainland and 94,317,784 73,350,192 Hongkong) 302,871,951 205,300,410
Europe 397,566,402 362,598,581 541,233,739 466,637,195
Australia 43,646,184 26,240,817 52,760,509 33,621,607
North America 39,940,994 34,024,013 39,228,937 25,032,972
Other regions 4,202,235 3,166,528 20,478,618 14,864,065
Total 3,307,871,979 2,622,446,519 4,413,281,121 2,863,933,942
(5) Revenue from top five customers
Unit: RMB
Name of clients Major business turnover Percentage in total turnover of the Company %
The largest 187,290,664 6%
The second largest 121,512,641 4%
The third largest 113,377,460 3%
The fourth largest 98,228,609 3%
The fifth largest 70,061,214 2%
Total 590,470,588 18% Statement on revenue
126 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
55. Income from contract projects
□Applicable √ Non-applicable Statement on contract projects
56. Business tax and surcharge
Unit: RMB
Occurred in previous Items Occurred current term Rate term
Consumption tax
Business tax 67,083 67,261 5% of Taxable turnover
City maintenance and construction 1%-7% of Total VAT, Business tax and 9,057,939 14,540,839 tax GST
3%-5% of Total VAT, Business tax and Education surtax 7,520,158 12,010,625 GST
Resource tax
379,907 725,080
Total 17,025,087 27,343,805 -- Statement on operation tax and surcharges
57. Income from fair value fluctuation
Unit: RMB
Source of income from fluctuation of fair value Occurred current term Occurred in previous term
Transactional financial assets
Incl. Gains from fluctuation of fair value of derivate financial instruments
Trade off financial liabilities
Investment property measured at fair value
Others
Total Statement on fluctuation of fair value
58. Investment income
(1) Details of investment gains
Unit: RMB
127 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Items Occurred current term Occurred in previous term
Long-term equity investment gains on cost basis
Long-term equity investment gains on equity basis 1,302,429
Investment gains from disposal of long-term equity 62,252,488 5,194,363 investment
Investment gains in the period of holding
transactional financial assets
Gains from investment held to mature in the period
of holding
Investment gains in period of holding disposable 360,000 financial assets
Investment gains from disposal of transactional
financial assets
Investment gains from investment held to mature
Gains from sellable financial assets and similar
Others
Total 62,612,488 6,496,792
(2) Long-term equity investment gains on cost basis
Unit: RMB
Occurred in previous Company invested in Occurred current term Causation of change term
Total --
(3) Long-term equity investment gains on equity basis
Unit: RMB
Occurred in previous Company invested in Occurred current term Causation of change term
Total -- Statement on investment gains, please state whether or not there are material constrains on retrieving of investment gains
59. Asset impairment loss
Unit: RMB
128 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Items Occurred current term Occurred in previous term
I. Bad debt loss 3,341,609 4,947,285
II. Inventory impairment loss
III. Disposable financial asset impairment
IV. Impairment loss from investment held till
expiration
V. Impairment loss from long-term stock
investment
VI. Property investment impairment loss
VII. Fixed asset impairment loss
VIII. Engineering goods impairment loss
IX. Construction-in-process impairment loss
X. Production goods impairment loss
XI. Gas and fuel asset impairment loss
XII. Intangible asset impairment loss
XIII. Goodwill impairment loss
XIV. Other
Total 3,341,609 4,947,285
60. Non-business income
(1)
Unit: RMB
Items Occurred current term Occurred in previous term
Total of gains from disposal of non-current 1,281,675 1,068,754 assets
Incl. Gains from disposal of fixed assets 1,281,675 1,068,754
Gains from disposal of intangible assets
Gains from debt reorganization
Gains from exchange of non-monetary assets
Donation received
Government subsidy 67,917,364 33,235,194
129 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Compensation income 136,374 1,130,806
Others 10,485,660 6,470,296
Total 79,821,073 41,905,050
(2) Details of government subsidies
Unit: RMB
Items Occurred current term Occurred in previous term Remarks
Industry supporting fund 44,959,874 22,750,567
Deferred revenue amortization 6,755,226 1,942,361
Special supporting fund of information platform construction 43,875
Energy saving subsidy 3,090,000
Government awards 4,339,444
Interest subsidies for technical transformation 7,464,739 3,460,810
Subsidies for environment protection 1,588,216
VAT refunds 759,864
Social insurance position subsidy 400,000
Others 1,264,206 2,333,376
Total 67,917,364 33,235,194 -- Statement on non-operational income
61. Non-operational expenditures
Unit: RMB
Items Occurred current term Occurred in previous term
Total of loss from disposal of non-current assets
Incl. Loss from disposal of fixed assets 480,793 360,947
Loss from disposal of intangible assets
Losses from debt restructuring
Loss from exchange of non-monetary assets
Donations 105,937 228,000
Others 271,106 93,337
Total 857,836 682,284 营业外支出说明：Statement on non-operational expenditures:
130 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
62. Income tax expenses
Unit: RMB
Items Occurred current term Occurred in previous term
Income tax calculated according to the law and regulations of 74,514,078 184,517,270 current term
Adjustment of differed income tax -18,585,312 4,910,017
Total 55,928,766 189,427,287
63. Calculation of basic earning per share and diluted earning per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
Jan.-Jun. 2012 Jan.-Jun. 2011
Consolidated profit attributable to equity holders of the 246,093,185 837,643,342 Company
Weighted average number of ordinary shares in issue 2,075,475,810 2,076,058,060
Basic earnings per share 0.12 0.40
The Company had no potential dilutive outstanding equity instruments issued as in January to June 2012(January to June 2011: Nil), accordingly the diluted earnings per share equals basic earnings per share.
64. Other miscellaneous income
Unit: RMB Occurred current Occurred in previous Items term term
1. Amount of gain (loss) from sellable financial assets 4,913,805
Less: Income tax influence of available-for-sale financial assets 1,131,131 Net amount written into other gains and transferred into gain/loss in previous terms Sub-total 3,782,674 2. Share in other misc. income of the invested company on equity basis Less: Income tax influence of shares in other gains of investees
on equity basis Net amount written into other gains and transferred into gain/loss in previous terms Sub-total
3. Amount of gain (loss) from cash flow hedging instruments
131 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Less: Income tax influence of cash flow hedge instruments Net amount written into other gains and transferred into gain/loss in previous terms Adjustment converted to initially recognized amount of hedging subject Sub-total
4. Difference in translating of foreign currency accounts 453,048 127,450 Less: Net amount of disposing overseas business and transferred
to current gain/loss Sub-total 453,048 127,450
5. Others 1,450,000
Less: Income tax influence by other accounted into other misc. incomes Net amount accounted into other misc. income and transferred into current gain/loss in previous terms
Sub-total 1,450,000
Total 4,235,722 1,577,450
Statement on other misc income
65. Notes to the cash flow statement
(1) Other cash inflow related to operation
Unit: RMB
Items Amount
Interest income 4,401,698
Government grant 61,162,138
Return the pledged deposit 7,531,415
Others 6,874,045
Total 79,969,296 Statement on other cash inflow related to operation
(2) Other cash paid related to operation
Unit: RMB
Items Amount
Delivery costs 59,980,945
Canteen cost 16,154,407
Bank fees 1,860,449
Travelling expenses 10,943,418
132 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Office expenses 11,986,060
Entertainment expenses 7,614,079
Vehicle use fee 5,265,684
Consultant fee 5,163,851
Insurance fee 4,280,626
Others 72,660,496
Total 195,910,015
Statement on other cash paid related to operation
(3) Other cash received related to investment
Unit: RMB
Items Amount
Government grants received relating to assets 14,595,500 surcharge for overdue tax payment received relating to equity transfer 5,500,000
Total 20,095,500
Statement on other cash received related to investment
(4) Other cash paid related to investment
Unit: RMB
Items Amount pledged deposit 5,281,759
Total 5,281,759 Statement on other cash paid related to investment
(5) Other cash received related to financing
Unit: RMB
Items Amount part of equity transfer of Xianning CSG 36,000,000
Total 36,000,000
Statement on other cash received related to financing
(6) Other cash paid related to financing
Unit: RMB
Items Amount
Return of interest-free loan to government 35,000,000
133 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Repurchase of restricted shares 2,221,645
Payment of deposits for borrowings 44,117,941
Total 81,339,586
Statement on other cash paid related to financing
66. Supplementary data of cash flow statement
(1) Supplementary data of cash flow statement
Unit: RMB
Supplementary Info. Amount of this term Amount of last term
1. Net profit adjusted to cash flow of business operation -- --
Net profit 294,008,045 918,787,433
Plus: Asset impairment provision 3,341,609 4,947,285
Fixed asset depreciation, gas and petrol depreciation, 319,219,704 301,815,448 production goods depreciation
Amortizing of intangible assets 15,363,003 9,399,642
Amortizing of long-term expenses
Loss from disposal of fixed assets, intangible assets, and -800,882 -707,807 other long-term assets (“-“ for gains)
Loss from fixed asset discard (“-“ for gains)
Loss from fair value fluctuation (“-“ for gains)
Financial expenses (“-“ for gains) 128,774,417 51,626,150
Investment losses (“-“ for gains) -62,612,488 -6,496,792
Decrease of deferred income tax asset (“-“ for increase) -13,106,813 8,597,612
Increase of deferred income tax liability (“-“ for decrease) -5,478,499 -3,687,595
Decrease of inventory (“-“ for increase) -117,268,410 -61,360,557
Decrease of operational receivable items (“-“ for increase) 68,037,074 -300,636,908
Increase of operational payable items (“-“ for decrease) 211,443,053 611,700
Others 6,992,322 19,804,713
Cash flow generated by business operation, net 847,912,135 942,700,324
2. Major investment and financing operation not involving -- --
134 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
with cash
Liabilities converted to capital
Convertible bond expire in 1 year
Fixed assets leased through financing
3. Net change of cash and cash equivalents -- --
Balance of cash at period end 368,611,338 769,828,236
Less: Initial balance of cash 634,416,575 660,213,739
Plus: Balance of cash equivalents at the period end
Less: Initial balance of cash equivalents
Net increasing of cash and cash equivalents -265,805,237 109,614,497
(2) Information about acquisition or disposal of subsidiaries or businesses
Unit: RMB
Supplementary Info. Occurred in this term Occurred in last term
I. Acquisition of subsidiaries and businesses -- --
1. Price to acquire subsidiaries and other businesses
2. Cash and cash equivalents paid to acquire subsidiaries or
businesses
Less: Cash and cash equivalents held by the
subsidiaries and other businesses
3. Net cash paid for acquiring of subsidiaries and other
businesses
4. Net asset of subsidiaries acquired
Current Assets
Non-current assets
Current Liabilities
Non-current liabilities
II. Disposal of subsidiaries and businesses -- --
1. Price to dispose subsidiaries and other businesses 403,000,000 59,975,361
135 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
2. Cash and cash equivalents received from disposal of
subsidiaries or businesses 83,200,000 38,000,000
Less: Cash and cash equivalents held by the
subsidiaries and other businesses 4,647,502 5,417,116
3. Net cash received for disposal of subsidiaries and other 78,552,498 businesses 32,582,884
4. Net asset of subsidiaries disposed
Current Assets 27,471,125 73,182,479
Non-current assets 725,244,659 725,250,488
Current Liabilities 411,968,272 455,534,057
Non-current liabilities
(3) Composition of cash and cash equivalents
Unit: RMB
Items End of term Beginning of term
I. Cash
Incl: Cash in stock 39,537 67,144
Bank savings could be used at any time 368,279,279 769,477,522
Other monetary capital could be used at any time 292,522 283,570
Usable money in Central Bank
Money saved in associated financial bodies
Money from associated financial bodies
II. Cash equivalents
Incl. Bond investment due in 3 months
III. Balance of cash and cash equivalents at end of term 368,611,338 769,828,236 Statement on supplementary information of cash flow statement
67. Notes to statement of change in owners’ equity
Please state the names and adjusted amount of the items of previous year, and retrospective adjustment on merger of entities under common control.
136 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(VIII) Accounting treatment of capital securitilizing
1. Please state the main trade arrangement, accounting treatment, and bankrupcy isolating terms of capital securitilizing.
2. Entities on which the Company has no control power but undertake the risks
Unit: RMB
Total asset at end Total liability at Net asset at end Turnover of the Net profit of the Name Note of term end of term of term period current term
(IX) Related parties and transactions
1. Parent companies of the Company
Unit: RMB
Name of Relationsh Ownership Reg. Add. Legal Business Registered Share of Voting Ultimate Organizati the parent ip type representat property capital the parent power of holder of on code co. ive co. in the the parent the Company company% Company %
Particulars about the parent company of the Company
2. Subsidiaries of the Company
Unit: RMB Ownershi Shar name Legal p Ownership Business Registered e Voting Organizatio of the representati of the Reg. Add. type property capital proportion power % n code subsidiary ve subsidiary %
Shenzhen CSG Float Joint Shenzhen, Manufactur Direct Zhang Fan 705,736,25 Glass Co., Venture the PRC ing Ltd. 0 100 100 618806866
Chengdu 75878841- Joint Chengdu, Manufactur 246,660,00 CSG Glass Direct Zhang Fan Venture the PRC ing X Co., Ltd. 0 75 75 Tianjin CSG Joint Tianjin, the Manufactur Architectu Direct Wu Guobin Venture PRC ing 178,000,00 ral Glass Co., Ltd. 0 100 100 73847290-1
Tianjin Direct Joint Tianjin, the Wu Guobin Manufactur 127,883,80 100 100 79253038-3
137 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Energy Venture PRC ing 0 Conservati on Glass Co., Ltd. Shenzhen CSG Joint Shenzhen, Manufactur Display Direct Lu Wenhui Venture the PRC ing USD16,200 Technolog y Co., Ltd. ,000 67.47 75 723033463 Dongguan CSG Joint Dongguan, Manufactur Architectu Direct Wu Guobin Venture the PRC ing 240,000,00 ral Glass Co., Ltd. 0 100 100 78117633-1 Dongguan CSG Solar Joint Dongguan, Manufactur Direct Li Weinan 400,000,00 Glass Co., Venture the PRC ing Ltd. 0 100 100 78117638-2 Yichang CSG Joint Yichang, Manufactur Direct Ke Hanqi 1,467,980,0 Silicon Venture the PRC ing Co., Ltd. 00 93.97 83.3 79057674-0 Wujiang CSG North-east Joint Wujiang, Manufactur Direct Wu Guobin Architectu Venture the PRC ing 320,000,00 ral Glass Co., Ltd. 0 100 100 79331343-6 Dongguan CSG Joint Dongguan, Manufactur Direct Ke Hanqi 516,000,00 PV-tech Venture the PRC ing Co., Ltd. 0 100 100 784875904 Hebei CSG Joint Yongqing, Manufactur USD48,060 Glass Co., Direct Zhang Fan Venture the PRC ing Ltd. ,000 100 100 66907553-0 Wujiang CSG Joint Wujiang, Manufactur Direct Zhang Fan USD71,240 Glass Co., Venture the PRC ing 69451657- Ltd. ,000 100 100 X China Southern Glass Limited Direct Hong Kong Zeng Nan Trading (Hong Company HKD86,44 Kong) Limited 0,000 100 100 824279 Hebei Shichuang Limited Yongqing, Manufactur Direct Zhang Fan 243,000,00 Glass Co., Company the PRC ing Ltd. 0 100 100 56485531-1
Heyuan 56666224-9 CSG Joint Heyuan,the Manufactur Direct Zhang Fan USD33,000 Photovolta Venture PRC ing ic ,000 100 100
138 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Encapsulat ion Co Ltd(i)
Xianning 568346784 CSG Joint Xianning,th Manufactur Direct Wu Guobin 400,000,00 Glass Co Venture e PRC ing Ltd 0 75 75
Qingyuan 572426437 CSG Energy Joint Qingyuan,th Manufactur Saving Direct Zhang Fan Venture e PRC ing New 300,000,00 Materials Co.,Ltd 0 100 100
China A.C.N.0643 Southern Limited 05639 Glass Direct Australia Zeng Nan Trading Company AUD500,0 (Australia) Limited 00 100 100
139 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
3. Joint ventures and affiliates
Unit: RMB
Voting Legal Shares held Total asset Total Total net Total of Net profit of Name of the Ownership Business Registered power of the Relationshi Organizatio Reg. Add. representati by the at end of liability at asset at end turnover at the current type property capital Company in p n code Companies ve Company % term end of term of term current term term the entity %
I. Joint ------ventures
II.affiliates ------
140 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
4. Other related parties
Name of the related parties Relation with the Company Organization code
Statement on other related parties
5. Related Transactions
(1) Purchasing of goods and services
Unit: RMB Occurred in current term Occurred in previous term Pricing and Subjects of the related Portion in Portion in Related parties decision making similar similar transactions Amount Amount process transactio transactio ns (%) ns (%)
Sales of goods and services Unit: RMB Occurred in current term Occurred in previous term Pricing and Subjects of the related Portion in Portion in Related parties decision making similar similar transactions Amount Amount process transactio transactio ns (%) ns (%)
(2) Related trusteeship or contracting
Related trusteeship or contracting in which the Company is the undertaker Unit: RMB Asset Amount of Nature of Gains from Influence of Name of the Name of the situation of the asset to the asset to Terminating Pricing the deal in the gains on Start date employer undertaker the be be date basis report the undertaker undertaken undertaken period Company
Related trusteeship or outsourcing in which the Company is the employer Unit: RMB Asset Amount of Nature of Influence of Amount of Name of the Name of the situation of the asset to the asset to Terminating Pricing the payment Start date payment employer undertaker the be be date basis on the recognized undertaker undertaken undertaken Company
Statement on the trusteeship and contracting:
(3) Related leasing
The Company is the lender. Unit: RMB Rental Influence of Category of Description Amount of Name of the Name of the Starting Pricing recognized the rental asset for of the asset to be Stop date owner tenant date basis in the on the rent property leased period Company
141 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
The Company is the undertaker. Unit: RMB Rental Influence of Category of Description Amount of Name of the Name of the Starting Pricing recognized the rental asset for of the asset to be Stop date owner tenant date basis in the on the rent property leased period Company
Statement on related leasing
(4) Related guarantees
Unit: RMB The beneficiary Gurantor Amount guaranteed Start date Due date Completed or not party
Statement on related guarantees
(5) Capital borrowing with related parties
Unit: RMB Related parties Amount of demolition Start date Expired on Remarks Borrow in
Lend out
(6) Asset transferring and debt reconstruction with related parties
Unit: RMB Occurred in current term Occurred in previous term Pricing and Type of Subjects of the Portion in Portion in Related parties decision making similar similar trade related transactions Amount Amount process transactio transactio ns (%) ns (%)
(7) Other related transactions
6. Receivable and payables due with related parties
Account receivable due from related parties Unit: RMB Projects Related parties Amount at end of term Initial ammount
Account payable to related parties Unit: RMB Projects Related parties Amount at end of term Initial ammount
142 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(X) Share payment
1. Overall situation of share payment
Total of equity instruments issued by the
Company in the report period
Total of equity instruments excercised in the period 70,708,950
Total of equity instruments invalidated in the period 1,955,850
Price range of share options issued to outside and remained term of the contract at end of period
Price range of other equity instruments issued to outside and remained term of the contract at end of period
Statement on share payment
2. Share payment settled in term of equity
Unit: RMB Total of equity instruments issued by the The fair value of the restricted A share is determined on the market
price of the Group‟s A share on the grant date. The fair value of equity Company in the report period instruments of subsidiaries is determined by the appraisal institutions.
Total of equity instruments excercised in the period On each balance sheet date during the vesting period, the Group revise its estimates of the number of equity instruments that are expected to vest based on the latest employee turnover rate and other information. Cause of material difference between estimation basis of Non-appliable current period and previous period
Accumulated amount of share payment on equity basis in 209,350,186 capital reserves
Total of expenses recognized for share payment on equity 219,963,016 basis Statement on share payment on equity basis
3. Share payment settled by cash
Unit: RMB Recognition of fair value of liabilities calculated upon shares or other equity instruments which are undertaken by the Company
Accumulative liabilities generated by share payment settled by cash in the liabilities
Total expenses recognized on share payment settled by cash Statement on share payment settled by cash
4. Service paid by shares
Unit:RMB Total of employees‟ services paid by shares 6,992,322 Total of other services paid by shares 143 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
5. Revising and termination of share payment
(XI) Contingent Issues
1. Contingent liabilities formed by material lawsuit or arbitration, and their influences on the financial position
2. Major lawsuits settled but not executed completely
Other contingent liabilities and their influences:
(XII) Commitment Issues
1. Major commitment issues
（1）Commitments relating to capital expenditure As on 30 June 2012, commitments relating to capital expenditure that has signed but not recognised in the financial statement are analysed below: 30 June 2012 31 December 2011
Property, plant and equipment 640,704,114 381,950,569 （2）Investment commitment According to the agreement between the Group and its subsidiaries, the investment commitments are analysed below: The date of the agreement Total Company name amount Amounts paid Amount to be paid
Dongguan CSG PV-tech Co. Ltd March 2011 315,000,000 93,000,000 222,000,000 Yichang CSG Silicon Co.,Ltd July 2011 766,325,350 435,175,070 331,150,280 528,175,070 553,150,280
According to the contacts, above investment should be completed before the year of 2013.
2. Fulfilling of commitments made in previous periods
The commitment relating to capital expenditures at 31 December 2011 has been fulfilled.
(XIII) Post-balance-sheet events
1. Statement on material post-balance-sheet events
Unit: RMB Influence on the financial Reason for not able to estimate Items Contents position and business the influence performance
2. Statement on profit distribution in post balance sheet period
Unit: RMB Proposed profit or dividend Approved and announced profit or dividend
144 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
3. Statement on other issues in post balance sheet period
According to the resolution of the extraordinary meeting of shareholders on August 6, 2012, the company will select opportunities to buy back part of its domestic listed foreign shares (B-share ) through Shenzhen stock exchange centralized competitive trading mode with the buy-back price of HK $6 or belowed per share and the number of buy-back will be no more than 200 million shares. The buy-back period will be within 12 months from the resolution of the extraordinary meeting of shareholders. The company intends to buy back the shares with its own funds.
The price upper limit will be adjusted since the date of bonus shares within the repurchase time limit or the cash dividend, stock dividend, dividend since the date of repurchase shares. The repurchase plan is still needed related departments to put on record, and gets the approval of the departments of Commerce, State Administration of foreign exchange before implementation.
(XIV) Statement on other material events
1. Non-monetary asset exchange
2. Debt reconstruction
3. Enterprise merger
4. Rental
5. Financial instruments convertible to shares issued to outside
6. Main contents of annual rewarding plan and material changes
7. Other material events to be disclosed
(XV) Notes to Financial Statements of the Parent Company
1. Account receivable
(1) Account receivable
Unit: RMB End of term Beginning of term Book balance Bad debt provision Book balance Bad debt provision Categories Propo Propo Propo Propo Amount rtion Amount rtion Amount rtion Amount rtion % % % % Receivables with major individual amount and bad debt provision provided individually Receivables provided bad debt provision in groups
Sub-total of group Account receivable with minor individual amount but bad debt provision is provided Total ------
145 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Remarks on categories of receivable accounts: Receivable accounts with large amount individually and bad debt provisions were provided □ Applicable √ Non-applicable
Receivable accounts on which bad debt provisions are provided on age analyze basis in the portfolio □ Applicable √ Non-applicable
Receivable accounts on which bad debt provisions are provided on percentage analyze basis in a portfolio □ Applicable √ Non-applicable
Receivable accounts on which bad debt provisions are provided by other ways in the portfolio □ Applicable √ Non-applicable
Receivable accounts with minor amount but on which bad debt provisions are provided individually at end of period □ Applicable √ Non-applicable
146 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(2) Receivable accounts written back or retrieved in the report period
Unit: RMB
Bad debt provision Description of the receivable Reason to write back Basis of original bad Amount written back or provided before writing accounts or retrieve debt provision retrieved back or retrieving
Total ------
Receivable accounts with large amount, or minor amount but on which bad debt provisions are provided individually at end of p eriod
Description of the Book balance Amount of bad debt Providing rate (%) Reason receivable accounts
Total -- --
Remarks on receivable accounts with minor single amount but with greater risks after combining with accounts with similar risks
(3) Receivable accounts actually written off in the report period
Unit: RMB
Name of the Property of the Reason of writing Occurred under Date of written off Amount written off companies receivable account off related relationship
Total ------
Statement on writing off of receivable accounts
(4) Particulars about the receivable accounts due from shareholders with 5% or over of the Company’s Shares
□Applicable √ Non-applicable
(5) Nature or description of other receivable accounts with large amount
(6) Top 5 receivable accounts
Unit: RMB
Relation with the Portion in total Name of the companies Amount Ages receivables(%) Company
Total -- --
147 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(7) Account receivable from related parties
Unit: RMB
Relation with the Portion in total Name of the companies Amount Ages receivables(%) Company
Total -- --
(8)
Amount of receivable transferred but not satisfying the conditions of termination recognition is RMB 0.
(9) If securitilizing performed on target asset with purpose of receivable account, please brief the related arrangements
2. Other account receivable
(1) Other receivable accounts
Unit: RMB
End of term Beginning of term
Book balance Bad debt provision Book balance
Categories Propo Propo Amou Propo rtion Amount Amount rtion nt rtion % % %
Other receivables with major individual amount and bad debt provision provided individually
Other receivables provided bad debt provision in groups
Related parties 1,608,655,599 99% 1,463,823,453 100%
Non-related parties 18,403,410 1% 348,101 2% 555,667 0% 27,321 5%
Sub-total of group 1,627,059,009 100% 348,101 0.1% 1,464,379,120 100% 27,321 0%
Other account receivable with minor individual amount but bad debt provision is provided 810,345 0% 810,345 100% 810,345 0% 810,345 100%
Total 1,627,869,354 100% 1,158,446 0.1% 1,465,189,465 100% 837,666 0.1%
Statement on categories of other receivable accounts
148 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Other receivable accounts with large amount and were provided bad debt provisions individually at end of period. □Applicable √ Non-applicable Other receivable accounts in the portfolio on which bad debt provisions were provided on age analyze basis □Applicable √ Non-applicable Other receivable accounts in the portfolio on which bad debt provisions were provided on percentage basis √Applicable □ Non-applicable Unit: RMB
Name of portfolio Book balance proportion Bad debt provision
Related parties 1,608,655,599 0
Non-related parties 18,403,410 2% 348,101
Total 1,627,059,009 -- 348,101
Other receivable accounts in the portfolio on which bad debt provisions were provided on other basis □Applicable √ Non-applicable Other account receivable with minor amount but bad debt provision provided individually: √Applicable □Non-applicable Unit: RMB
Other account receivable Book balance Amount of bad debt Providing rate (%) Reason
Guangdong Shilian 810,345 810,345 100% Unlikely to be recovered Company Limited
Total 810,345 810,345 100% --
(2) Other receivable accounts written back or retrieved in the report period
Unit: RMB
Bad debt provision Description of other Reason to write back Basis of original bad Amount written back or provided before writing receivables or retrieve debt provision retrieved back or retrieving
Total ------Receivable accounts with large amount, or minor amount but on which bad debt provisions are tested and provided individually at end of period Description of the Book balance Amount of bad debt Providing rate (%) Reason receivable accounts
Guangdong Shilian 810,345 810,345 100% Unlikely to be recovered Company Limited
合计 810,345 810,345 -- -- Statement on other account receivable with minor amount but with greater risks when combined with other receivable accounts with similar natures
149 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(3) Other receivable accounts actually written off in the report period
Unit: RMB
Name of the Reason of writing Occurred under related Property of account Date of written off Amount written off companies off relationship
Total ------
Statements on writing off of other receivable accounts
(4)Particulars about the other receivable accounts due from shareholders with 5% or over of the Company’s shares in the report period
□Applicable √ Non-applicable
(5) Natures or contents of other receivable accounts with large amount
(6) Top 5 debtors of other receivable accounts
Unit: RMB
Relation with the Portion in total other Name of the companies Amount Ages receivables (%) Company
Total -- --
(7) Other accounts receivable from related parties
Unit: RMB
Name of the companies Relation with the Company Amount Portion in total other receivables (%)
Chengdu CSG Glass Co. Ltd. Subsidiary 403,061,947 25% Wujiang CSG Glass Co., Subsidiary Ltd 267,112,825 16%
Hebei CSG Glass Co.,Ltd Subsidiary 205,416,221 13%
Shenzhen CSG Display Subsidiary Technology Co. Ltd. 121,406,745 7% Shenzhen CSG Float Glass Subsidiary Co. Ltd 42,110,637 3% Dongguan CSG Solar Glass Subsidiary Co. Ltd 156,562,310 10% Wujiang CSG North-east Subsidiary Architectural Glass Co. Ltd. 83,705,797 5% Dongguan CSG Architectural Subsidiary Glass Co., Ltd. 71,565,852 4%
150 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
CSG PVTech Co., Ltd. Subsidiary 69,771,549 4%
Hebei Panel Glass Co., Ltd. Subsidiary 64,153,166 4% Yichang CSG Polysilicon Co., Subsidiary Ltd. 56,361,751 3% Jiangyou CSG Mining Subsidiary Development Co., Ltd. 49,241,047 3%
Others Subsidiary 18,185,752 1%
Total -- 1,608,655,599 99%
（8）
Amount of other receivables transferred but not satisfying the conditions of termination recognition is RMB 0.
(9) If securitilizing performed on target asset with purpose of other receivable account, please brief the related arrangements
151 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 3. Long-term equity investment
Unit: RMB
Percen Votin Statement on tag e g difference s Impairme nt Cash dividend Calculatin g Openning of powe between the Impairme nt provision Company invested in Initial costs Changed by Closing balance of the current basis balance sharehold ing provision provided share r in term and voting this term in the the rights
firm % firm % Shenzhen CSG Float Glass 705,736,250 714,416,251 269,005 714,685,256 100 100 Co. Ltd Cost method Guangzhou CSG Glass Co. 195,000,000 201,082,966 -201,082,966 Ltd. Cost method Chengdu CSG Glass Co. 99,514,360 116,286,256 678,399 116,964,655 75 75 Ltd. Cost method 134,151,975 Tianjin CSG Architectural 133,500,000 144,235,713 168,841 144,404,554 100 100 Glass Co. Ltd Cost method 16,082,727 Tianjin Energy 96,000,000 98,239,521 258,899 98,498,420 100 100 Conservation Glass Co. Ltd Cost method 94,175,425 Shenzhen CSG Display 63,840,953 75,269,148 -19,478 75,249,670 67.47 75 Technology Co. Ltd. Cost method 163,949,736 Dongguan CSG 180,000,000 193,270,229 348,742 193,618,971 100 100 Architectural Glass Co. Ltd Cost method 77,999,559 Dongguan CSG Solar Glass 278,753,465 288,116,779 284,366 288,401,145 100 100 Co. Ltd Cost method 100,044,607 Yichang CSG Silicon Co. 562,489,000 576,553,657 489,457 577,043,114 93.97 83.3 Ltd Cost method Wujiang CSG North-east 240,000,000 250,856,498 457,160 251,313,658 100 100 Architectural Glass Co. Ltd. Cost method 64,548,623
Dongguan CSG PV-tech Co. Cost method 301,276,564 226,424,848 81,697,941 308,122,789 100 100 152 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012 Ltd
Hebei CSG Glass Co. Ltd. Cost method 253,354,574 261,846,257 152,111 261,998,368 100 100 47,578,405
CSG (Hong Kong) Co. Ltd. Cost method 81,664,761 85,585,531 156,680 85,742,211 100 100 Wujiang CSG Glass Co. 461,011,271 349,972,483 112,207,081 462,179,564 100 100 Ltd. Cost method Hebei Shichuang Glass Co., 243,000,000 243,000,000 62,801 243,062,801 100 100 Ltd. Cost method
CSG (Australia) Co., Ltd Cost method 3,200,555 3,200,555 3,200,555 100 100 5,068,400 Jiangyou CSG Mining 40,000,000 40,592,050 132,991 40,725,041 100 100 Development Co., Ltd Cost method Heyuan CSG Photovoltaic Cost method 207,485,612 162,646,726 45,042,575 207,689,301 100 100 encapsulation Co. Ltd. Cost method Xianning CSG Co.,Ltd. 300,000,000 142,160,517 158,662,877 300,823,394 75 75 Qingyuan CSG Energy Cost method saving new material 225,000,000 225,174,145 11,464 225,185,609 100 100 Co.,Ltd.
Others(ii) Cost method 253,150,319 256,177,746 -251,758 255,925,988 86,874,472
Total -- 4,923,977,684 4,655,107,876 199,727,188 4,854,835,064 ------86,874,472 703,599,457 Statement on long-term equity investment (i)As on 30 June 2012, included in the investments in subsidiaries were deemed investment costs of RMB125,857,380 being the fair value of the equity instruments of the Company granted to the employee of the subsidiaries for their serviced provided to the subsidiaries for which the Company did not charge the subsidiaries. (31 December 2011: RMB 134,596,177 ) (ii) Others mainly included subsidiaries of architectural segment, which located in Shenzhen but the production lines have moved to Dongguan. The operations of the subsidiaries have discontinued. The Company has made provision against the long term investment in these subsidiaries.
153 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
4. Operational revenue and costs
(1) Operation incomes and costs
Unit: RMB
Items Occurred current term Occurred in previous term
Major business turnover 0 0
Other business income 1,257,853 1,413,307
Operation cost 70,566 371,240
(2) Business segments (on industries)
□Applicable √ Non-applicable
(3) Business segments (on products)
□Applicable √ Non-applicable
(4) Business segments (on regions)
√Applicable □Non-applicable Unit: RMB
Occurred in current period Occurred in previous period Name of regions Revenue Cost Revenue Cost
Shenzhen 1,257,853 70,566 1,413,307 371,240
Total 1,257,853 70,566 1,413,307 371,240
(5) Revenue from top five customers
Unit: RMB
Name of clients Total turnover Percentage in total turnover of the Company %
Total Statement on revenue.
5. Investment income
(1) Details of investment gains
Unit: RMB
154 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Items Occurred in previous Occurred in current term term
Long-term equity investment gains on cost basis 703,599,457 990,697,664
Long-term equity investment gains on equity basis
Investment gains from disposal of long-term equity investment 101,154,471 61,644,089
Investment gains in the period of holding transactional financial assets
Gains from investment held to mature in the period of holding
Investment gains in period of holding disposable financial assets 276,120
Investment gains from disposal of transactional financial assets
Investment gains from investment held to mature
Gains from sellable financial assets and similar
Others
Total 805,030,048 1,053,340,716
(2) Long-term equity investment gains on cost basis
Unit: RMB
Occurred in current Occurred in previous Company invested in Causation of change term term
Chengdu CSG Glass Co. Ltd. 134,151,975 300,330,948 Profit decreased
Dongguan CSG Solar Glass Co. Ltd 100,044,607 180,510,419 Profit decreased
Hebei CSG Glass Co. Ltd. 47,578,405 128,195,332 Profit decreased
Tianjin CSG Energy Conservation Glass Co.,
Ltd 94,175,425 61,503,353 Profit increased
Wujiang CSG East China Architectural Glass
Co., Ltd. 64,548,623 58,441,421 Profit increased
Profit increased and equity structure ShenZhen CSG Display Technolog Co., Ltd. 163,949,736 43,025,523 change
Dongguan CSG Architectural Glass Co., Ltd. 77,999,559 38,238,543 Profit increased
Others 21,151,127 180,452,125
Total 703,599,457 990,697,664 --
155 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(3) Long-term equity investment gains on equity basis
Unit: RMB
Occurred in current Occurred in previous Company invested in Causation of change term term
Total --
Statement on investment gains
6. Supplementary data of cash flow statement
Unit: RMB
Supplementary Info. Occurred in previous Occurred in current term term
1. Net profit adjusted to cash flow of business operation -- --
Net profit 793,870,043 1,018,838,817
Plus: Asset impairment provision 320,779 -
Fixed asset depreciation, gas and petrol depreciation, production goods 1,272,486 depreciation 1,058,188
Amortizing of intangible assets 221,900 249,668
Amortizing of long-term expenses
Loss from disposal of fixed assets, intangible assets, and other long-term 658 3,622 assets (“-“ for gains)
Loss from fixed asset discard (“-“ for gains)
Loss from fair value fluctuation (“-“ for gains)
Financial expenses (“-“ for gains) 10,052,432 3,837,320
Investment losses (“-“ for gains) -805,030,048 -1,053,340,716
Decrease of deferred income tax asset (“-“ for increase)
Increase of deferred income tax liability (“-“ for decrease) -212,380
Decrease of inventory (“-“ for increase)
Decrease of operational receivable items (“-“ for increase) -79,020 -16,532,960
Increase of operational payable items (“-“ for decrease) -46,293,944 -85,990,134
Others 3,025,651 7,343,577
156 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
Cash flow generated by business operation, net -42,853,361 -124,530,700
2. Major investment and financing operation not involving with cash -- --
Liabilities converted to capital
Convertible bond expire in 1 year
Fixed assets leased through financing
3. Net change of cash and cash equivalents -- --
Balance of cash at period end 86,774,985 241,032,010
Less: Initial balance of cash 229,898,568 373,901,165
Plus: Balance of cash equivalents at the period end
Less: Initial balance of cash equivalents
Net increasing of cash and cash equivalents -143,123,583 -132,869,155
7. Reverse purchasing of assets and liabilities booked at evaluated value
Unit: RMB
Description of the asset or liabilities booked at evaluated Appraised value Original book value value
Assets
Liabilities
(XVI) Supplementary Information
1. Net income on asset ratio and earning per share
Unit: RMB
Earnings per share Weighted average net Profit of the report period Diluted earnings per income/asset ratio (%) Basic earnings per share share
Net profit attributable to common shareholders of the Company 3.56% 0.12 0.12
Net profit attributable to the common owners of the PLC after deducting of non-recurring gains/losses 1.74% 0.06 0.06
157 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
2. Irregular situation and causes of items in the financial statements
The items which variation in the financial statement data is up to 30% (30% containing) above, or proportion of the whole asset on 30 June 2012 is up to 5%(5% containing) or proportion of the whole profit up to 10%(10% containing) are analyzed as below:
Items of balance sheet：
Items of balance sheet 30 June 2012 31 December 2011 Increased/Decreased amount Rate Note
Monetary capital 432,879,811 656,239,151 -223,359,340 -34% (1)
Note receivable 287,857,054 465,326,418 -177,469,364 -38% (2)
Other account receivable 108,896,845 51,555,671 57,341,174 111% (3)
Dividend receivable 339,963 - 339,963 - (4)
Other current asset 177,037,679 913,630,129 -736,592,450 -81% (5)
Fixed assets 9,572,808,838 9,431,688,834 141,120,004 1% (6)
Construction in process 1,800,395,355 1,713,437,065 86,958,290 5% (7)
Intangible assets 957,703,981 913,473,642 44,230,339 5% (8)
R&D expense 14,210,671 30,688,334 -16,477,663 -54% (9)
Long-term amortizable expenses 2,092,423 1,319,695 772,728 59% (10)
Short-term loans 1,713,555,928 1,546,224,149 167,331,779 11% (11)
Notes payable 331,729,305 106,118,119 225,611,186 213% (12)
Account payable 1,284,726,204 1,345,809,426 -61,083,222 -5% (13)
Employees‟ wage payable 81,658,080 139,392,699 -57,734,619 -41% (14)
Interest payable 116,969,464 38,423,616 78,545,848 204% (15)
Other account payable 165,467,190 886,647,082 -721,179,892 -81% (16)
Non-current liability due in 1 348,870,580 180,033,101 168,837,479 94% (17) year
Other current liability 526,872 2,926,872 -2,400,000 -82% (18)
Long-term borrowings 856,687,995 1,088,240,944 -231,552,949 -21% (19)
Note： (1) The decrease of monetary capital was mainly resulted from capital expense and dividend of 2011. (2) The decrease of note receivable was mainly resulted from discount increased and endorsement transfer notes used for settlement. (3) The increase of other receivables was mainly because of the increase of export tax rebate of the Group‟s subsidiaries as well as the increase of receivable balance according to the terms of the contract confirmation resulted from equity transfer procedures of Guangzhou CSG Glass Co., Ltd completed in the report period. (4) The increase of dividend receivable was mainly because available for sale financial assets have been declared to distribute but not yet received cash dividend increase.
158 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(5) The decrease of other current assets was mainly resulted from the assets owned by Guangzhou CSG Glass Co., Ltd. were reclassified as non-current assets held for sale which was decreased. The share transfer procedures have been completed before the end of the report period. (6) The increase in fixed asset was mainly because a number of constructions in progress were completed this year and transferred to fixed assets. (7) The increase of construction in progress was primarily due to the increase of investment in construction in progress. (8) The increase of intangible assets due to the increase of land use right and development expenditure included. (9) The decrease of development expenditure was mainly due to the capitalization of development expenses transferred to intangible assets or expense expenditure. (10) The increase of long-term prepaid expenses was primarily attributable to the increase of prepaid expense for purchasing of modules. (11) The increase of short-term loan was due to the increase of short term bank borrowings. (12) The increase of notes payable was mainly due to that the increase of payment by bank acceptance notes. (13) The decrease of accounts payable was mainly attributable to the decrease of accounts payable of construction projects. (14) The decrease of Employees‟ wage payable was mainly because the Group paid annual management incentive fund and employee year-end bonus in the report period. (15) The increase of interest payable was mainly due to the provision for interest of the Group‟s bond and the interest of short-term bond that was not settled yet. (16) 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. (17) The increase of other non-current liabilities was mainly because the long-term loan will expired within 1 year. (18) The decrease of other current liabilities was mainly because of the decrease of liabilities in advance of Tianjin CSG Architectural Glass Co., Ltd. (19) The increase in long-term borrowings was due to part of long-term borrowings matured within one year transferred to the current liabilities due within one year.
Items of Income statement：
Increased/Decreased Items of income statement Jan.-Jun. 2012 2011 amount Rate Note
Business revenue 3,345,250,485 4,438,534,102 -1,093,283,617 -25% (20)
Business cost 2,638,127,535 2,876,324,402 -238,196,867 -8% (21) Business tax and 17,025,087 27,343,805 -10,318,718 -38% (22) surcharge
Sales expense 105,534,834 139,454,241 -33,919,407 -24% (23)
Administrative expense 239,508,122 264,759,103 -25,250,981 -10% (24)
Financial expenses 133,352,212 65,210,104 68,142,108 104% (25)
Asset impairment loss 3,341,609 4,947,285 -1,605,676 -32% (26)
Investment gains 62,612,488 6,496,792 56,115,696 864% (27)
Non-operational income 79,821,073 41,905,050 37,916,023 90% (28)
Income tax expenses 55,928,766 189,427,287 -133,498,521 -70% (29)
Note：
159 CSG HOLDING CO., LTD. SEMI-ANNUAL REPORT 2012
(20) 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. (21) The decrease of cost of sales was because of decline of the sales (22) The decrease of business tax and surcharge was mainly because of the decrease of related tax resulted from the decrease of business income. (23) The 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. (24) The decrease of administrative expense was mainly because of the decrease of management incentive. (25) The increase of financial expenses was mainly because of the increase of interest expense of the main subsidiaries and the increase of exchange loss caused by fluctuating exchange rate. (26) The decrease of Asset impairment loss was mainly due to the decrease of the bad debt provision for the decreased receivables alteration in the report period compared with the same period last year. (27) The increase of investment income was because of the income from equity transfer of Guangzhou CSG, a subsidiary of the Company (28) The increase of non-operating income was because the government supporting grant was received by Yichang CSG Silicon Co., Ltd., a subsidiary of the Company, in the report period. (29) The decrease of income tax expense was because the decrease of before tax profit in the report period.
IX. Documents for Reference
Index of documents for reference i. Original of Semi-Annual Report with the signature of legal representative. ii. Financial statement with the signature and seal of the legal representative, CFO and manager of financial department. iii. Original of the documents and public notices disclosed on the newspapers designated by CSRC in the report period. iv. The article of the Company.
Chairman of the Board: Zeng Nan Date of submitting approved by the Board: 17 August 2012
160