Wuxi Little Swan Company Limited Annual Report 2011 Contents Important Notes-------------------------------------------------------------------------------------------------0 I. Company Profile-----------------------------------------------------------------------1 II. Summary of Accounting Highlights and business Highlights-------------------------------------- 3 III. Changes in Share Capital and Particulars about Shareholders------------------5 IV. Directors, Supervisors, Senior Management Staff and Employees-------------11 V. Corporate Governance--------------------------------------------------------------------15 VI. Particulars about Establishment and Accomplishment of Internal Control------------------19 VII. Brief Introduction to Shareholders’ General Meetings-------------------------------23 VIII. Report of the Board of Directors-----------------------------------------------------24 IX. Report of the Board of Supervisors-------------------------------------------------35 X. Significant Events-------------------------------------------------------------------------37 XI. Financial Report----------------------------------------------------------------------------46 XII. Documents Available for Reference-----------------------------------------------------------------131 Wuxi Little Swan Company Limited Annual Report 2011 Important Notes The Board of Directors, the Board of Supervisors as well as all directors, supervisors and senior management staffs of Wuxi Little Swan Company Limited (hereinafter referred to as “the Company”) warrant that this report does not contain any false or misleading statements or omit any material facts and hereby accept, individually and collectively, responsibility for the truth, accuracy and completeness of the contents of this report. No directors, supervisors or senior management staffs can’t guarantee or have objection to the truth, accuracy or completeness of contents of this report. Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd. issued an Auditors’ Report 2010 with unqualified opinion for the Company. Mr. Fang Hongbo, the Chairman of the Board, Mr. Chai Xinjian, General Manager, Ms. Xiao Li, Chief Financial Officer, and Mr. Zhong Fangliu, Accounting Manager, hereby confirm that the Financial Report enclosed in this Annual Report 2011 is true and complete. GD Midea Holding Co., Ltd., controlling holder of the Company increased holding of 6,319,556 A-shares of the Company from 15 Dec. 2011 to 16 Jan. 2012 on Shenzhen Stock Exchange System, which takes 1% of total shares of the Company. After the increase, GD Midea Holding Co., Ltd. and TITONI held 253,513,285 shares of the Company in total, which is 40.08% of the total shares of the Company. According to the increase holding plan, GD Midea Holding Co., Ltd.’s increased holding of A-shares should not excess 2% of total shares of the Company in 12 months from the first increase date. This report was prepared in both Chinese and English. Should there be any difference in interpretation between the two versions, the Chinese version shall prevail. Wuxi Little Swan Company Limited Annual Report 2011 Section I Company Profile 1. Legal Name of the Company: In Chinese: 无锡小天鹅股份有限公司 In English: Wuxi Little Swan Company Limited 2. Legal Representative: Mr. Fang Hongbo 3. Secretary to the Board: Ms. Zhou Sixiu Contact address: No. 18, Changjiang Road S., National Hi-tech Industrial Development Zone, Wuxi Post Code: 214028 Tel: 0510-81082320 Fax: 0510-83720879 E-mail: [email protected] Securities Affairs Representative: Mr. Yao Yanfeng Contact address: No. 18, Changjiang Road S., National Hi-tech Industrial Development Zone, Wuxi Post Code: 214028 Tel: 0510-81082280 Fax: 0510-83720879 E-mail: [email protected] 4. Registered Address: No. 18, Changjiang Road S., National Hi-tech Development Zone, Wuxi Post Code: 214028 Office Address: No. 18, Changjiang Road S., National Hi-tech Industrial Development Zone, Wuxi Post Code 214028 International Website of the Company http://www.littleswan.com E-mail of the Company [email protected] 5. Newspaper Designated by the Company for Disclosing Securities Times and Ta Kung Pao the Information Internet Website designated by CSRC for Publishing the http://www.cninfo.com.cn Annual Report Place Where the Annual Report is Prepared and Placed: Securities Department of the Company 6. Stock Exchange Listed with: Shenzhen Stock Exchange Short Form of the Stock: Little Swan A, Little Swan B Stock Code: 000418, 200418 7. Other Information: 1 Wuxi Little Swan Company Limited Annual Report 2011 Initial Registration Date: 29 November 1993 Registration Date after Change: 25 March 2011 Registration place: Industrial and Commercial Administration Bureau of Wuxi, Jiangsu Registration Code of Enterprise Corporation’s Business 320200000014723 License: Registration Code of Taxation (State Taxation Bureau)： 320200704046760 Registration Code of Taxation (Local Taxation Bureau)： 320200704046760 Name of Accounting Firm Engaged by the Company: Jiangsu GongZheng TianYe Certified Public Accountants Co., Ltd. Office Address of Accounting Firm Engaged by the No. 28, Liangxi Road, Wuxi Company: Independent finance consultant engaged by the Company to fulfill responsibility of consistent supervision Name: CITIC Securities Co., Ltd Office address: A/F, China Merchants Bank Tower, No. 7088 Shennan Road, Shenzhen, Guangdong Organizer of independent finance consultant: Zhang Li, Chen Zilin Sponsors engaged by the Company to fulfill consistent supervision Name: Huatai United Securities Co., Ltd Office address: 25/F, CTS Tower, No. 4011 Shennan Road, Shenzhen, Guangdong Sponsor: Bian Jianguang 2 Wuxi Little Swan Company Limited Annual Report 2011 Section II Summary of Accounting Highlights and Business Highlights I. Major accounting data over the past three years as ended the reporting period: Unit: RMB Yuan Increase or decrease of this 2009 （After 2011 2010 year than last year (%) adjustment） Total revenue 10,975,621,704.52 11,202,366,806.14 -2.02% 6,758,869,327.05 Operating profit 593,269,277.10 668,243,530.05 -11.22% 312,955,662.77 Total profit 670,373,100.26 721,681,608.49 -7.11% 383,657,316.39 Net profit attributable to equity 453,327,963.81 506,917,078.13 -10.57% 283,733,939.70 holders of the Company Net profit attributable to equity holders of the Company after 364,358,220.01 370,959,019.17 -1.78% 147,312,717.28 extraordinary gains and losses Net cash flows from operating 242,531,309.07 724,134,271.23 -66.51% 247,340,296.47 activities Increase or decrease of this 2009 （After As at 31 Dec. 2011 As at 31 Dec. 2010 year than last year (%) adjustment） Total assets 9,145,185,476.94 8,001,576,321.32 14.29% 6,004,327,705.73 Total liabilities 5,180,156,445.70 4,490,734,039.52 15.35% 3,090,835,483.91 Owners’ equity attributable to 3,441,144,937.45 3,056,480,975.76 12.59% 2,547,005,149.49 shareholders of the Company Total share capital （share） 632,487,764.00 632,487,764.00 0.00% 547,655,760.00 Differences of accounting standards between China and abroad No Difference. II. Major financial indexes over the past three years as ended the reporting period: Increase or decrease 2009 （After Name 2011 2010 of this year than last ） year (%) adjustment EPS-basic (RMB/share) 0.72 0.80 -10.00% 0.45 EPS-diluted (RMB/share) 0.72 0.80 -10.00% 0.45 Basic EPS after deducting extraordinary gains and losses 0.58 0.66 -12.12% 0.27 (RMB/share) Weighted average return on net assets (%) 13.99% 18.09% -4.10% 14.93% Weighted average return on net assets after deducting 11.24% 16.50% -5.26% 8.39% extraordinary gains and losses (%) Net cash flow per share arising from operation activities 0.38 1.14 -66.51% 0.45 (RMB/share) Increase or decrease As at 31 Dec. As at 31 Dec. of this year than last 2011 2010 year (%) Net assets per share attributable to shareholders of listed 5.44 4.83 12.59% 4.65 company (RMB/share) Asset-liability ratio (%) 56.64% 56.12% 0.52% 51.48% In accordance with “Calculation and Disclosure of Return on Net Assets and Earnings Per Share under Regulation on the Preparation of Information Disclosures of Companies 3 Wuxi Little Swan Company Limited Annual Report 2011 Issuing Public Shares No. 9 (revised in 2010)” issued by the CSRC, the Company’s return on net assets and earnings per share are calculated as follows: 2011 Profit as of the reporting period Return on net assets (%) Earnings per share (RMB/share) Weighted average Basic Diluted Net profit attributable to the Company’s ordinary equity 13.99% 0.72 0.72 shareholders Net profit deducted extraordinary gain and loss attributable to the 11.24% 0.58 0.58 Company’s ordinary equity shareholders III. Non-current gains and losses over the past three years as ended the reporting period: Unit: RMB Yuan Items 2011 Note 2010 2009 Gains/losses on the disposal of non-current 53,601,089.33 none 2,313,638.24 77,221,516.89 assets Government subsidies accounted into current income account (except for those government subsidies closely related to the Company’s 61,717,786.34 none 22,178,681.06 5,365,188.08 business, and received at national statutory standard and amount) Expenses for business reorganization, such as 10,188,474.84 none 10,480.00 1,278,877.34 expenses for staffing, reorganization etc. Current gains and losses of subsidies acquired from business combination under the same 0.00 none 198,136,177.36 107,087,903.78 control as from period-begin to combination date Other non-operation income and expenses 4,214,334.91 none 3,518,089.86 -6,067,078.74 other than