| SCHEDULE 1 - CONDENSED FINANCIAL STATEMENTS OF THE COMPANY |
CONDENSED FINANCIAL STATEMENTS OF THE COMPANY
SCHEDULE 1—CONDENSED FINANCIAL STATEMENTS OF THE COMPANY
Balance Sheets
(In thousands, except for shares)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
As of December 31, |
|
| |
|
2009 |
|
|
2010 |
|
|
2010 |
|
| |
|
RMB |
|
|
RMB |
|
|
US$ |
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
43,490 |
|
|
|
109,393 |
|
|
|
16,575 |
|
|
Other receivables
|
|
|
3,057 |
|
|
|
2,034 |
|
|
|
308 |
|
|
Amounts due from subsidiaries
|
|
|
1,011,289 |
|
|
|
1,539,092 |
|
|
|
233,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,057,836 |
|
|
|
1,650,519 |
|
|
|
250,079 |
|
|
Non-current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries
|
|
|
947,610 |
|
|
|
1,436,221 |
|
|
|
217,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
2,005,446 |
|
|
|
3,086,740 |
|
|
|
467,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
LIABILITIES AND SHAREHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other payables
|
|
|
10,030 |
|
|
|
12,557 |
|
|
|
1,903 |
|
|
Amounts due to subsidiaries
|
|
|
3,608 |
|
|
|
13,199 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
13,638 |
|
|
|
25,756 |
|
|
|
3,903 |
|
|
Ordinary shares (Authorized
shares:10,000,000,000 at US$0.001 each;
issued and outstanding shares:
912,497,726 and 1,002,977,326 as of
December 31, 2009 and 2010, respectively)
|
|
|
7,036 |
|
|
|
7,649 |
|
|
|
1,159 |
|
|
Additional paid-in capital
|
|
|
1,604,774 |
|
|
|
2,261,849 |
|
|
|
342,704 |
|
|
Statutory reserves
|
|
|
103,877 |
|
|
|
136,681 |
|
|
|
20,709 |
|
|
Retained earnings
|
|
|
348,663 |
|
|
|
738,165 |
|
|
|
111,843 |
|
|
Accumulated other comprehensive loss
|
|
|
(72,542 |
) |
|
|
(83,360 |
) |
|
|
(12,630 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
1,991,808 |
|
|
|
3,060,984 |
|
|
|
463,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ equity
|
|
|
2,005,446 |
|
|
|
3,086,740 |
|
|
|
467,688 |
|
|
|
|
|
|
|
|
|
|
|
|
Statements of Operations
(In thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
| |
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
|
General and administrative expenses
|
|
|
(63,757 |
) |
|
|
(18,749 |
) |
|
|
(26,705 |
) |
|
|
(4,046 |
) |
|
Interest income
|
|
|
17,089 |
|
|
|
896 |
|
|
|
450 |
|
|
|
68 |
|
|
Equity in earnings of subsidiaries
|
|
|
238,405 |
|
|
|
318,694 |
|
|
|
448,563 |
|
|
|
67,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
191,737 |
|
|
|
300,841 |
|
|
|
422,308 |
|
|
|
63,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of Equity and Comprehensive Income (Loss)
(In thousands, except for shares)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Accumulated |
|
|
Accumulated |
|
|
|
|
|
|
|
|
| |
|
Share Capital |
|
|
Additional |
|
|
|
|
|
|
deficit) |
|
|
other |
|
|
|
|
|
|
|
|
| |
|
Number of |
|
|
|
|
|
|
Paid-in |
|
|
Statutory |
|
|
retained |
|
|
comprehensive (loss) |
|
|
|
|
|
|
Comprehensive |
|
| |
|
Share |
|
|
Amounts |
|
|
Capital |
|
|
Reserves |
|
|
earnings |
|
|
income |
|
|
Total |
|
|
(loss) income |
|
| |
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
Balance as of
January 1, 2008
|
|
|
912,497,726 |
|
|
|
7,036 |
|
|
|
1,621,064 |
|
|
|
47,903 |
|
|
|
(87,941 |
) |
|
|
(21,150 |
) |
|
|
1,566,912 |
|
|
|
132,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based
compensation
|
|
|
— |
|
|
|
— |
|
|
|
45,659 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
45,659 |
|
|
|
|
|
|
Net income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
191,737 |
|
|
|
— |
|
|
|
191,737 |
|
|
|
191,737 |
|
|
Provision for
statutory reserves
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23,334 |
|
|
|
(23,334 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Foreign
currency
translation
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(52,660 |
) |
|
|
(52,660 |
) |
|
|
(52,660 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of
December 31, 2008
|
|
|
912,497,726 |
|
|
|
7,036 |
|
|
|
1,666,723 |
|
|
|
71,237 |
|
|
|
80,462 |
|
|
|
(73,810 |
) |
|
|
1,751,648 |
|
|
|
139,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based
compensation
|
|
|
— |
|
|
|
— |
|
|
|
6,609 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,609 |
|
|
|
|
|
|
Net income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
300,841 |
|
|
|
— |
|
|
|
300,841 |
|
|
|
300,841 |
|
|
Dividends
|
|
|
— |
|
|
|
— |
|
|
|
(68,558 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(68,558 |
) |
|
|
|
|
|
Provision for
statutory reserves
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,640 |
|
|
|
(32,640 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Foreign
currency
translation
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,268 |
|
|
|
1,268 |
|
|
|
1,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of
December 31, 2009
|
|
|
912,497,726 |
|
|
|
7,036 |
|
|
|
1,604,774 |
|
|
|
103,877 |
|
|
|
348,663 |
|
|
|
(72,542 |
) |
|
|
1,991,808 |
|
|
|
302,109 |
|
|
Issuance of
ordinary shares
upon follow-on
offering
|
|
|
92,000,000 |
|
|
|
623 |
|
|
|
743,144 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
743,767 |
|
|
|
|
|
|
Exercise of
share options
|
|
|
5,100,780 |
|
|
|
34 |
|
|
|
10,041 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,075 |
|
|
|
|
|
|
Repurchase of
ordinary shares
|
|
|
(6,621,180 |
) |
|
|
(44 |
) |
|
|
(37,243 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(37,287 |
) |
|
|
|
|
|
Share-based
compensation
|
|
|
— |
|
|
|
— |
|
|
|
22,211 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
22,211 |
|
|
|
|
|
|
Net income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
422,308 |
|
|
|
— |
|
|
|
422,308 |
|
|
|
422,308 |
|
|
Dividends
|
|
|
— |
|
|
|
— |
|
|
|
(80,985 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(80,985 |
) |
|
|
|
|
|
Provision for
statutory reserves
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,806 |
|
|
|
(32,806 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Foreign
currency
translation
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,818 |
) |
|
|
(10,818 |
) |
|
|
(10,818 |
) |
|
Others
|
|
|
— |
|
|
|
— |
|
|
|
(93 |
) |
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of
December 31, 2010
|
|
|
1,002,977,326 |
|
|
|
7,649 |
|
|
|
2,261,849 |
|
|
|
136,681 |
|
|
|
738,165 |
|
|
|
(83,360 |
) |
|
|
3,060,984 |
|
|
|
411,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of
December 31, 2010
in US$
|
|
|
|
|
|
|
1,159 |
|
|
|
342,704 |
|
|
|
20,709 |
|
|
|
111,843 |
|
|
|
(12,630 |
) |
|
|
463,785 |
|
|
|
62,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of Cash Flows
(In thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
| |
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
191,737 |
|
|
|
300,841 |
|
|
|
422,308 |
|
|
|
63,986 |
|
|
Adjustments to reconcile net income to
net cash generated from operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries
|
|
|
(238,405 |
) |
|
|
(318,694 |
) |
|
|
(448,563 |
) |
|
|
(67,964 |
) |
|
Compensation expenses associated with
stock options
|
|
|
45,659 |
|
|
|
6,609 |
|
|
|
22,211 |
|
|
|
3,365 |
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
2,004 |
|
|
|
(459 |
) |
|
|
1,023 |
|
|
|
155 |
|
|
Other payables
|
|
|
8,564 |
|
|
|
(2,547 |
) |
|
|
2,527 |
|
|
|
383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from (used in)
operating activities
|
|
|
9,559 |
|
|
|
(14,250 |
) |
|
|
(494 |
) |
|
|
(75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in investment in subsidiaries
|
|
|
(36,989 |
) |
|
|
(5,653 |
) |
|
|
(40,143 |
) |
|
|
(6,082 |
) |
|
Advances to subsidiaries
|
|
|
(664,893 |
) |
|
|
(198,132 |
) |
|
|
(518,212 |
) |
|
|
(78,517 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(701,882 |
) |
|
|
(203,785 |
) |
|
|
(558,355 |
) |
|
|
(84,599 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from share issuances
|
|
|
— |
|
|
|
— |
|
|
|
743,767 |
|
|
|
112,692 |
|
|
Proceeds on exercise of stock options
|
|
|
— |
|
|
|
— |
|
|
|
10,075 |
|
|
|
1,527 |
|
|
Share repurchase
|
|
|
— |
|
|
|
— |
|
|
|
(37,287 |
) |
|
|
(5,650 |
) |
|
Dividends paid
|
|
|
— |
|
|
|
(68,558 |
) |
|
|
(80,985 |
) |
|
|
(12,270 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from (used in)
financing activities
|
|
|
— |
|
|
|
(68,558 |
) |
|
|
635,570 |
|
|
|
96,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and
cash equivalents
|
|
|
(692,323 |
) |
|
|
(286,593 |
) |
|
|
76,721 |
|
|
|
11,625 |
|
|
Cash and cash equivalents at beginning
of year
|
|
|
1,073,798 |
|
|
|
328,815 |
|
|
|
43,490 |
|
|
|
6,588 |
|
|
Effect of exchange rate changes on cash
and cash equivalents
|
|
|
(52,660 |
) |
|
|
1,268 |
|
|
|
(10,818 |
) |
|
|
(1,638 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
|
328,815 |
|
|
|
43,490 |
|
|
|
109,393 |
|
|
|
16,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note to Schedule 1
(In thousands, except for shares)
Schedule 1 has been provided pursuant to the requirements of Rule 12-04(a), 5-04(c) and
4-08(e)(3) of Regulation S-X, which require condensed financial statements as to the financial
position, changes in financial position and results of operations of a parent company as if the
same dates and for the same periods for which audited consolidated financial statements have been
presented when the restricted net assets of the consolidated and unconsolidated subsidiaries
(including variable interest entities) together exceed 25 percent of consolidated net assets as of
the end of the most recently completed fiscal year. As of December 31, 2010, RMB1,490,552 of the
restricted capital and reserves are not available for distribution, and as such, the condensed
financial statements of the Company has been presented for the years ended December 31, 2009 and
2010.
CISG undertook a separate restructuring in anticipation of an initial public offering
involving a holding company (the “Company”) that was incorporated in the Cayman Islands on April
10, 2007. The Company became the ultimate holding company upon completion of a 10,000-for-1 share
exchange with the existing shareholders of CISG on July 31, 2007. The exchange was accounted for as
a reverse merger on the basis that CISG was the accounting acquirer.
|