Cogo Announces Continued Progress on Proposed Asset Purchase by CEO and Chairman

SHENZHEN, China, June 29, 2012—Cogo Group, Inc. (NASDAQ: COGO) (“Cogo” or the “Company”), one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced that the proposal by its CEO and Chairman, Jeffrey Kang, to purchase approximately 30% of the Company’s total assets, liabilities and business operations continues to progress, although it is taking longer than originally anticipated.  The Audit Committee, consisting of the three independent Board Members of Cogo, is actively negotiating the agreements that they believe will be in the best interests of Cogo and the Company’s public shareholders.  The Company is not providing an anticipated closing date for the deal at this time.


Jeffrey Kang, CEO and Chairman of Cogo said, “The Audit Committee continues to make progress towards my proposed purchase of approximately 30% of Cogo’s assets, liabilities and business operations.  I continue to believe that this deal, which values Cogo at $6.00-$8.00 per share, is the most efficient way to unlock value for shareholders and will help to demonstrate the legitimacy of the company’s financial assets.  At the end of the first quarter of 2012, Cogo’s tangible book value was $6.44 a share, which is nearly four times the Closing price of Cogo’s common stock on June 28, 2012.”

Mr. Kang continued, “While the macro conditions in China are still challenging and credit conditions for our Small and Medium Enterprise customers remain tight, we continue to execute well.  I expect that our tangible book value will continue to rise over time and I remain committed to returning value to our shareholders.”

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of over 1,800 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as over 1,700 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or our potential asset sale transaction, which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at 
www.sec.gov.

Cogo Announces Results of Annual General Meeting

SHENZHEN, China, May 16, 2012—Cogo Group, Inc. (NASDAQ: COGO) (“Cogo” or the “Company”), one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced that all four proposals presented to shareholders at the Company’s Annual General Meeting were approved by shareholders. The following is a list of the proposals that were approved:

  1. Election of five directors named in the proxy statement to the board of directors;
  2. Creation of a 10 million share repurchase plan;
  3. Amendment to Article 13(b) of the Company’s articles of association to provide that any future Company repurchases of its outstanding shares do not require shareholder approval; and
  4. Appointment of KPMG as the Company’s independent auditors for the fiscal year ending December 31, 2012;

Additional information about each of the proposals is available in the Company’s proxy statement filed as exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed with the SEC on April 23, 2012.

 

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of over 1,800 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as over 1,700 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) 
www.sec.gov.

Cogo Reports Highest Ever First Quarter Revenue

•    Q1 Net Revenue: $169.3 million in accordance with Generally Accepted Accounting Principles (“GAAP”) (a year-over-year increase of 62.2%) and Diluted Earnings per share (“EPS”) attributable to Cogo Group, Inc. of $0.03 GAAP and $0.13 Non-GAAP (a year-over-year decrease of 36.7% Non-GAAP)
•    Audit committee reviewing Cogo Chairman and CEO’s proposed purchase of 30% of Cogo’s total assets, liabilities and business operations; Management expects to close the deal during second quarter of 2012

SHENZHEN, China, May 15, 2012—Cogo Group, Inc. (NASDAQ: COGO) (“Cogo” or the “Company”), one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced unaudited financial results for its first quarter ended March 31, 2012. The Company reported quarterly revenue of $169.3 million, up 62.2% year-over-year compared to $104.4 million reported in the first quarter of 2011.

Jeffrey Kang, CEO and Chairman of Cogo commented, “I am pleased with our continued solid execution in these difficult economic conditions. We achieved strong year-over-year growth in each of our three business end-markets and continued to show good control of operating costs. However, as we have indicated on previous calls, the tight credit environment in China continues to negatively affect our SME business and consequently suppresses our gross margin.  We continue to believe that the tight credit environment in China will not materially improve in 2012.  Therefore, this year will likely remain a transition year for Cogo due to these macro uncertainties.”

Mr. Kang said, “I am pleased with our internal working capital controls. We reduced our cash conversion cycle from 128 days in the third quarter of 2011 to 98 days in the quarter just ended. We generated $4.8 million of operating cash flow in the first quarter of 2012 and we increased our net cash position sequentially from $23.8 million as of December 31, 2011 to $28.5 million as of March 31, 2012. By our own internal calculations, we sequentially increased our tangible book value from approximately $6.33 a share to over $6.45 per share as of March 31, 2012.”

Mr. Kang added, “I am also pleased to report that the audit committee is currently reviewing my personal proposal to purchase certain Cogo assets, liabilities and operating business units. We expect to complete the review of my personal proposal before the end of the second quarter of 2012, subject to the successful negotiation of deal terms, the approval of the audit committee and other contingencies. Target companies of the deal roughly account for 26% of the group’s revenue, with a gross margin of approximately 5% in the first quarter of 2012. I continue to believe that this purchase, which may possibly place an overall value of Cogo at $6-$8 a share, will help to legitimize the value of our financial assets.”

Financial Results
Net income attributable to Cogo Group, Inc. for the first quarter of 2012 was $1.3 million, down 69.5% from $4.1 million reported in the same period in 2011, with Non-GAAP net income attributable to Cogo Group, Inc. of $4.5 million down 41.8% over $7.8 million reported for the same period in 2011. Diluted EPS attributable to Cogo Group, Inc. on a U.S. GAAP basis was $0.03, and Non-GAAP Diluted EPS attributable to Cogo Group, Inc. was $0.13, down 36.7% from the first quarter of 2011.

 

Q1 2012(1)
(unaudited)

Q1 2012(1)
(unaudited)

Percentage Change

Net Revenue

$169,344

$104,418

62.2%

 
Cost of Sales

$157,857

$89,584

76.2%

 
Gross Profit

$11,487

$14,834

-22.6%

 
Operating Expenses

$9,202

$9,787

-6.0%

 
Net Income attributable to Cogo Group, Inc.

$1,260(2)

$4,132

-69.5%

 
EPS Diluted attributable to Cogo Group, Inc.

$0.03

$0.11

-66.8%

 
Non-GAAP EPS Diluted attributable to Cogo Group, Inc.

$0.13

$0.20

-36.7%

 

(1)    The US dollar (“USD”) amounts are calculated based on the conversion rate of $1 to RMB6.2975 as of March 31, 2012 and $1 to RMB6.5483 as of March 31, 2011.

(2)    Included in the Q1 2012 net income attributable to Cogo Group, Inc. was $2.5 million of share-based compensation expenses recognized in accordance with Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation and $0.8 million of amortization of intangible assets and related deferred taxation. Non-GAAP net income attributable to Cogo Group, Inc. was $4.5 million
Financial Review
Revenue for the first quarter was $169.3 million, an increase of 62.2% compared to $104.4 million reported for the same period in 2011. The revenue breakdown includes: $63.8 million, or 37.6% of total sales for digital media (including the mobile handset business), representing a 11.4% increase year-over-year; $77.6 million, or 45.8% of total sales for telecommunications equipment, representing a 232.4% increase year-over-year; and $28.0 million, or 16.6% of total sales relating to industrial business, representing a 17.5% increase year-over-year. The Company did not record any revenue from the service business in the first quarter of 2012 and 2011. The Company is currently participating in what management believes to be some of the fastest growing end-markets in China, including the smart grid, wind power, smart meter, automotive, high-speed railway and medical equipment sectors. Over time, the Company expects to expand into other verticals in the industrial business end-market, such as electronic security.

Customers Update
In the first quarter of 2012, blue-chip customers accounted for approximately 73% of the Company’s total revenue, up from approximately 66% for the same period in 2011. Small and medium enterprise (“SME”) customers accounted for the remaining approximately 27% of total revenue in the quarter. Management’s goal is to achieve 50% of total sales from SME customers in the longer term.

Cost of sales, which includes the aggregate purchase of components from suppliers and the direct cost of services, was $157.9 million compared to $89.6 million in the first quarter of 2011, representing an increase of 76.2% year-over-year. Gross profit for the first quarter was $11.5 million, down 22.6%, compared to $14.8 million during the first quarter of last year. Gross margin for the first quarter of 2012 was 6.8%, compared to 14.2% reported for the first quarter of 2011.

Operating expenses, including selling, general and administrative, and research and development expenses, totaled $9.2 million, down 6.0%, compared to $9.8 million reported for the first quarter of 2011.

Income from operations was $2.3 million, a decrease of 54.7% from $5.0 million reported in the same period of 2011. Operating margin for the first quarter of 2012 was 1.3% compared to 4.8% for the first quarter of 2011. Excluding the effects of share-based compensation expenses and amortization of intangible assets and related deferred taxation, operating margin would have been 3.4% for the first quarter of 2012, compared to 8.5% for the same period in 2011. The effective tax rate for the first quarter of 2012 was 13.8%, compared to 10.8% for the same period in 2011. Included in the income tax expense for the quarter ended March 31, 2012 was a deferred income tax benefit of $0.2 million as a result of the amortization of intangible assets of $1.0 million. Non-controlling interests’ share of income was $0.5 for the first quarter of 2012 as compared with  $0.4 million for the first quarter of 2011.

Net income attributable to Cogo Group, Inc. for the first quarter of 2012 was $1.3 million or Diluted EPS attributable to Cogo Group, Inc. of $0.03 on a U.S. GAAP basis, compared to net income of $4.1 million, or Diluted EPS attributable to Cogo Group, Inc. of $0.11, in the first quarter of 2011. Included in the first quarter of 2012 was $2.5 million attributable to share-based compensation expenses and $0.8 million attributable to amortization of intangible assets and related deferred taxation. Excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation, the Non-GAAP net income would have been $4.5 million, or $0.13 Non-GAAP Diluted EPS attributable to Cogo Group, Inc. for the first quarter of 2012. The weighted average number of shares used in the calculation of diluted EPS was 36.0 million compared to 39.2 million in the first quarter of 2011.

Balance Sheets and Cash Flows
Total cash, including pledged bank deposits, was $146.3 million at the end of the first quarter of 2012, down from $159.5 million as of December 31, 2011. Bank borrowings decreased from $135.7 million as of December 31, 2011 to $117.8 million as of March 31, 2012. The Company has a current ratio of 2.5 to 1 and generated operating cash flow of $4.8 million during the first quarter of 2012.

Inventories decreased from $52.0 million as of December 31, 2011 to $50.8 million as of March 31, 2012 as the Company continued to exercise effective inventory control measures. Consequently, inventory turnover days was 30 days in the first quarter of 2012 compared to 31 days in the prior quarter. Accounts receivable decreased from $149.6 million as of December 31, 2011 to $147.7 million as of March 31, 2012 and the Days Sales Outstanding kept at 80 days. Accounts payable increased from $19.3 million at the end of 2011 to $20.4 million as of March 31, 2012 and Days Payable Outstanding increased slightly from 11 to 12 days sequentially. Cogo’s cash conversion cycle decreased from 100 days in the fourth quarter of 2011 to 98 days in the first quarter of 2012.

Cogo Group, Inc. equity was $245.7 million as of March 31, 2012, an increase of 1.7% from $241.5 million as of December 31, 2011. During the first quarter of 2012, the Company did not repurchase any shares due to insider trading and blackout restrictions. The Company continues to view share buybacks as a strategic use of cash.

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of over 1,800 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as over 1,700 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our business or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) 
www.sec.gov.

About Non-GAAP Financial Measures:
To supplement Cogo’s unaudited consolidated financial results presented in accordance with GAAP, Cogo uses the following measures defined as Non-GAAP financial measures by the SEC: 1) Non-GAAP net income attributable to Cogo Group, Inc. which is net income attributable to Cogo Group, Inc. excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation, and 2) Non-GAAP diluted EPS attributable to Cogo Group, Inc., which is diluted EPS excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation. The presentation of these Non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these Non-GAAP financial measures, please see the table captioned “Unaudited Reconciliation of Non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.

Cogo believes that these Non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation that may not be indicative of its operating performance from a cash perspective. Cogo believes that both management and investors benefit from referring to these Non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These Non-GAAP financial measures also facilitate management’s internal comparisons to Cogo’s historical performance and liquidity. Cogo computes its Non-GAAP financial measures using the same consistent method from quarter to quarter.

Cogo believes these Non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using Non-GAAP net income attributable to Cogo Group, Inc., Non-GAAP diluted EPS attributable to Cogo Group, Inc., Non-GAAP income from operation and Non-GAAP operating margin is that these Non-GAAP measures exclude share-based compensation expenses and amortization of intangible assets and related deferred taxation that have been and will continue to be for the foreseeable future a recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each Non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to Non-GAAP financial  measures.

Tables Attached

COGO GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2012

December 31,
2011

USD’000

RMB’000

RMB’000

 
Assets  
Current assets:  
Cash

77,714

489,406

572,364

 
Pledged bank deposits

68,589

431,941

431,695

 
Accounts receivable, net

147,734

930,355

941,798

 
Bills receivable

9,050

56,993

39,889

 
Inventories

50,826

320,079

327,482

 
Income taxes receivable

282

1,776

1,932

 
Prepaid expenses and other receivables

9,142

57,565

51,507

 
Total current assets

363,337

2,288,115

2,366,667

 
Property and equipment, net

2,508

15,796

17,891

 
Land use rights, net

3,061

19,275

 
Intangible assets, less accumulated amortization, RMB157,593 thousand (USD25,025 thousand) in 2012 and RMB151,268 thousand in 2011

23,467

147,781

154,105

 
Other assets

292

1,839

21,325

 
Total Assets

392,665

2,472,806

2,559,988

 
Liabilities and equity  
Current liabilities:  
Accounts payable

20,446

128,758

121,538

 
Bank borrowings

117,755

741,560

854,234

 
Income taxes payable

2,927

18,431

16,046

 
Accrued expenses and other liabilities

1,991

12,544

22,593

 
Total current liabilities

143,119

901,293

1,014,411

 
Deferred tax liabilities

3,872

24,384

25,427

 
Total liabilities

146,991

925,677

1,039,838

 
Equity  
Common stock:

Par value: USD0.01

Authorized: 200,000,000 Shares

Issued: 42,618,285 shares in 2012, 42,309,285 shares in 2011

Outstanding: 33,869,467 shares in 2012, 33,560,467 shares in 2011

533

3,359

3,340

 
Additional paid in capital

221,983

1,397,935

1,382,521

 
Retained earnings

90,222

568,170

560,234

 
Accumulated other comprehensive loss

(20,436)

(128,696)

(128,254)

 

292,302

1,840,768

1,817,841

 
Less cost of common stock in treasury, 8,748,818 shares in 2012 and 2011

(50,818)

(320,025)

(320,025)

 
Total Cogo Group, Inc. equity

241,484

1,520,743

1,497,816

 
Noncontrolling interests

4,190

26,386

22,334

 
Total equity

245,674

1,547,129

1,520,150

 
Total liabilities and equity

392,665

2,472,806

2,559,988

 

COGO GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

Three Months ended March 31,

2012

2012

2011

USD’000

RMB’000

RMB’000

Net Revenue
Product sales

169,344

1,066,441

683,762

Service revenue

169,344

1,066,441

683,762

Cost of sales
Cost of goods sold

(157,857)

(994,103)

(586,624)

Cost of service

(157,857)

(994,103)

(586,624)

Gross profit

11,487

72,338

97,138

Selling, general and administrative expenses

(5,685)

(35,800)

(42,331)

Research and development expenses

(3,793)

(23,889)

(21,745)

Other operating income (expense)

276

1,741

(10)

Income from operations

2,285

14,390

33,052

Interest expense

(853)

(5,369)

(3,103)

Interest income

638

4,019

3,130

Earnings before income taxes

2,070

13,040

33,079

Income tax expense

(285)

(1,796)

(3,573)

Net income

1,785

11,244

29,506

Less net income attributable to noncontrolling interests

(525)

(3,308)

(2,450)

Net income attributable to Cogo Group, Inc.

1,260

7,936

27,056

Earnings per share attributable to Cogo Group, Inc.
Basic

0.03

0.22

0.71

Diluted

0.03

0.22

0.69

Weighted average number of common shares outstanding
Basic

36,023,931

37,994,774

Diluted

36,023,931

39,174,483

Comprehensive income:
Net income

1,785

11,244

29,506

Other comprehensive income
Foreign currency translation adjustments

48

302

(1,078)

Comprehensive income
Less: comprehensive income attributable to noncontrolling interests

(643)

(4,052)

(2,394)

Comprehensive income attributable to Cogo Group, Inc.

1,190

7,494

26,034

COGO GROUP, INC. and SUBSIDIARIES

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

     

Three Months ended March 31,

     

2012

 

2011

     

$’000

 

$’000

Net Income  

  GAAP net income attributable to Cogo Group, Inc.  

1,260

 

4,132

  Share-based compensation expenses  

2,451

2,889

  Amortization of intangible assets and related deferred taxation  

  838

  800

  Non-GAAP net income attributable to Cogo Group, Inc.  

4,549

 

7,821

   

Income from operation  

  GAAP income from operations  

2,285

 

5,047

  Share-based compensation expenses  

2,451

2,889

  Amortization of intangible assets  

1,004

  958

  Non-GAAP income from operation  

5,740

 

8,894

     

Operating Margin  

  GAAP operating margin  

1.3%

4.8%

  Non-GAAP operating margin  

3.4%

8.5%

     

Earnings per share  

$

 

$

  GAAP net income attributable to Cogo Group, Inc. per common share-Diluted  

0.03

0.11

  Non-GAAP net income attributable to Cogo Group, Inc. per common share-Diluted  

0.13

0.20

     

     

Weighted average number of common shares outstanding  

  Basic   36,023,931

37,994,774
  Diluted   36,023,931

39,174,483

Cogo Chairman and CEO Jeffrey Kang Proposes Acquiring 30% of Cogo Assets, Liabilities and Revenue

•  Based on this transaction, the implied valuation of Cogo shares is $6-$8 a share, compared to the current share price of $1.84 a share. 

SHENZHEN, China, March 15, 2012—Cogo Group, Inc. (“Cogo”, or the “Company”) (NASDAQ: COGO), a leading gateway for global semiconductor companies to access the industrial and technology markets in China, today announced that its founder, CEO and Chairman, Jeffrey Kang, proposed to the Cogo Board of Directors that he purchase a series of operating entities accounting for approximately 30% of Cogo’s total assets, liabilities and revenue through his personal investment venture, Envision Global Group.

The total purchase price is expected to be between $60 million and $82 million, depending on the results of an appraisal by an appraisal firm. The deal is expected to close during the second quarter of 2011, subject to approval by an audit committee that is comprised of the independent directors on Cogo’s Board. Since this is a related-party transaction, the audit committee will oversee the entire process through to the deal’s closure.

The transaction provides an implied share valuation of $6-$8 a share. At the NASDAQ close on March 13, Cogo’s share price stood at $1.84 a share.

The proposal includes the purchase of a series of Cogo’s operating entities accounting for approximately 30% of all assets and liabilities (including inventories, accounts receivables and bank debt), and about 30% of total Cogo revenue. It is expected that the purchased entities will have higher working capital requirements than the current Cogo corporate average. Mr. Kang will continue to serve as Chairman and CEO of Cogo on a full-time basis. While independent from Cogo, the purchased entities will continue to be run in the same manner as before. Management of the purchased entities will be promoted from within, while Mr. Kang will only serve as a non-executive director.

Subject to stockholder approval, a portion of the proceeds of the sale will be used to fund a buyback of up to 10 million of Cogo’s outstanding shares.

“I am excited to announce my proposal for this unique transaction intended to unlock value for Cogo shareholders,” said Mr. Kang. “Currently, our share price is less than 30% of Cogo’s tangible book value, which does not even take into account the fact that our business generated over $5 million in Non-GAAP operating profit in the fourth quarter of 2011.”

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of over 1,800 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as over 1,700 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).

Cogo Posts Record Annual Revenue for 2011

•    2011 revenue of $564.7 million grew 43.9% versus 2010; 4Q11 revenue grew 49.3% to $169.5 million
•    In 4Q11, the Company records $37.6 million non-cash goodwill impairment charge and Diluted Non-GAAP EPS of $0.13
•    SME demand likely to be negatively impacted by tightened credit policies for the rest of 2012

SHENZHEN, China, March 15, 2012—Cogo Group, Inc. (“Cogo”, or the “Company”) (NASDAQ: COGO), a leading gateway for global semiconductor companies to access the industrial and technology markets in China, today reported record quarterly revenue of $169.5 million, up 49.3% year-over-year from $113.5 million reported a year earlier.

Net loss attributable to Cogo Group, Inc. for the fourth quarter of 2011 was $35.8 million, down from net income of $4.6 million reported in the same period last year, while Non-GAAP net income attributable to Cogo Group, Inc. was $4.7 million, down 48.9% from the same period in 2010. Diluted earnings/(loss) per share (“EPS”) attributable to Cogo Group, Inc. on a U.S. GAAP basis was $(0.99) and, on a Non-GAAP basis was $0.13, down 45.8% from the fourth quarter of 2010.

For the full year 2011, the Company reported revenue of $564.7 million, a 43.9% increase from $392.4 million in 2010. Net loss attributable to Cogo Group, Inc. for 2011 was $24.9 million, compared to $17.0 million of net income attributable to Cogo Group, Inc. in 2010. Diluted EPS attributable to Cogo Group, Inc. on a U.S. GAAP basis was $(0.67) for the year, down from $0.45 in 2010.

Jeffrey Kang, CEO and Chairman of Cogo, remarked, “Cogo generated record revenue in both the fourth quarter of 2011 and the full year 2011, and we remained solidly profitable on a Non-GAAP basis in these uncertain economic times. However, we expect that the tightened credit policy in China will continue to negatively affect our Small and Medium Enterprise (“SME”) business lines for the rest of 2012. While there are media reports of an impending loosening of credit policies for SMEs in China, we would not expect these changes to materially affect our business until 2013.”

Mr. Kang continued, “Overall demand in the fourth quarter stayed relatively robust across our end-markets but the strength came largely from our blue-chip customers. As we have indicated before, any relative mix shift of our business to Blue-chip customers will negatively affect our gross margins and cash flow. We expect working capital demands to remain high and we will likely continue to see pressure on gross margins as we maintain our market share and wait for our SME business lines to show improvement.  Our operating cash outflow in the fourth quarter of 2011 was $23.7 million.”

“Due to the continued reduced visibility in our business, we will not provide any specific guidance for the first quarter of 2012″ Mr. Kang said.

Financial Results
Net income attributable to Cogo Group, Inc. for the third quarter of 2011 was $2.3 million, down 50.6% from $4.6 million reported in the same period last year, with Non-GAAP net income attributable to Cogo Group, Inc. down 26.5% over the same period last year. Earnings per share (“EPS”) Diluted attributable to Cogo Group, Inc. on a US GAAP basis was $0.06, and Non-GAAP EPS Diluted attributable to Cogo Group, Inc. was $0.16, down 23.8% from the third quarter of 2010.

Q4 2011(1)
(unaudited)

Q2 2010(1)
(unaudited)

Percentage Change

Net Revenue

$169,505

$113,537

49.3%

Cost of Sales

$154,162

$97,431

58.2%

Gross Profit

$15,343

$16,106

(4.7%)

Operating Expenses

$50,422

$11,322

345.3%

Net Income attributable to Cogo Group, Inc.

$(35,789)(2)

$4,648

(878.0%)

EPS Diluted attributable to Cogo Group, Inc.

$(0.99)

$0.12

(936.2%)

Non-GAAP EPS Diluted attributable to Cogo Group, Inc.

$0.13(3)

$0.24

(45.8%)

(1)    The US dollar (“USD”) amounts are calculated based on the conversion rate of $1 to Chinese Yuan (“RMB”) 6.2939 as of December 31, 2011 and $1 to RMB6.6000 as of December 31, 2010.

(2)    Included in the Q4 2011 net loss attributable to Cogo Group, Inc. was an amount of $1.7 million of share-based compensation expenses recognized in accordance with Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation, $0.9 million of amortization of intangible assets and related deferred taxation, $0.2 million of redomestication costs, and $37.6 million of impairment loss of goodwill. 2011 Non-GAAP net income attributable to Cogo Group, Inc. was $4.7 million. 
Financial Results
Revenue for the fourth quarter was $169.5 million, an increase of 49.3% from $113.5 million reported for the same period in 2010. The revenue breakdown includes: $60.5 million, or 35.7% of total sales for digital media, representing a 5.2% decrease year-over-year; $75.0 million, or 44.3% of total sales for telecommunications equipment, representing a 170.0% increase year-over-year; $34.0 million, or 20.0% of total sales for industrial business, representing a 67.7% increase year-over-year. The Company did not report any service revenue for the quarter. Management believes the industrial business end-market is among the fastest growing markets in China, and the Company is currently targeting opportunities in the electrical grid, smart meter, automotive, railway, clean technology and medical sectors.
Cost of sales, which includes the aggregate purchase of components from suppliers and the direct cost of services, was $154.2 million compared to $97.4 million in the fourth quarter of 2010, representing a year-over-year increase of 58.2%. Gross profit for the fourth quarter was $15.3 million, down 4.7% compared to $16.1 million during the fourth quarter of last year. Gross margin for the fourth quarter was 9.1% compared to 14.2% reported for the fourth quarter of 2010.

Operating expenses, including selling, general and administrative, and research and development (R&D) expenses, totaled $50.4 million, up 345.3%, compared to $11.3 million reported for the fourth quarter of last year. As a result of the continued significant decline in the price of the Company’s shares of common stock at the end of December 2011, the Company’s aggregate market value was significantly lower than the aggregate carrying value of the net assets. The Company determined that the carrying amounts of goodwill exceeded their respective implied fair values of nil as of December 31, 2011 and recorded a goodwill impairment charge of $37.6 million.

Net loss attributable to Cogo Group, Inc. for the fourth quarter of 2011 was $35.8 million or diluted EPS attributable to Cogo Group, Inc. of $(0.99) on a U.S. GAAP basis, compared to net income attributable to Cogo Group, Inc. of $4.6 million, or  Diluted EPS attributable to Cogo Group, Inc. of $0.12 in the fourth quarter of 2010. Non-GAAP net income attributable to Cogo Group, Inc. was $4.7 million, or $0.13 Non-GAAP diluted EPS attributable to Cogo Group, Inc. for the fourth quarter of 2011. The weighted average number of shares used in the calculation of diluted EPS was 36.0 million compared to 38.7 million in the fourth quarter of 2010.

For the full year 2011, the Company reported revenue of $564.7 million, up 43.9% from the year ended 2010. Cost of sales was $501.6 million, an increase of 48.9% from the $336.8 million reported last year. Gross profit was $63.1 million, an increase of 13.7% from $55.6 million in 2010. Gross margin was 11.2% of sales, compared to 14.2% last year.

Operating expenses, including selling, general and administrative expenses, research and development expenses as well as provision for doubtful accounts, and impairment loss of goodwill and intangible assets totaled $84.2 million, as compared to $37.4 million in 2010. Loss from operations was $21.0 million, a decrease of 216.1% from $18.1 million reported in the prior year.

Income attributable to noncontrolling interest was $1.2 million during the year, compared to $0.1 million for 2010. Net loss attributable to Cogo Group, Inc. for 2011 was $24.9 million or $0.67 per fully diluted share, compared to net income attributable to Cogo Group, Inc. of $17.0 million or $0.45 per fully diluted share for the same period last year.

Balance Sheets
The Company continues to be in a strong financial position with a current ratio of 2.3 to 1 and a net cash position, after deducting bank borrowings, of $135.7 million. The Company had operating cash outflow of $23.7 million in the year ended December 31, 2011 and utilized approximately $22.3 million for acquisitions in the year.

Inventories increased from $38.0 million on December 31, 2010 to $52.0 million as of December 31, 2011 as the Company continued to target new revenue growth opportunities. Inventory turnover days were 31 days in the fourth quarter of 2011 compared to 46 days in the prior quarter. Accounts receivable increased from $103.3 million on December 31, 2010 to $149.6 million as of December 31, 2011 as a result of increased sales volume, while Days Sales Outstanding decreased from 99 days in the prior quarter to 80 days in the current quarter. Accounts payable increased from $9.6 million as of December 31, 2010 to $19.3 million as of December 31, 2011 and Days Payable Outstanding decreased from 17 days in the prior quarter to 11 days in the current quarter sequentially. Cogo’s cash conversion cycle decreased from 128 days in the third quarter of 2011 to 100 days in the fourth quarter of 2011.

Total cash, including pledged bank deposits, increased to $159.5 million reported at the end of the fourth quarter of 2011 from $156.3 million as of December 31, 2010. Bank borrowings increased from $76.7 million as of December 31, 2010 to $135.7 million as of December 31, 2011. The additional bank borrowings is necessary as a result of the increased sales to certain significant customers with good repayment history and for which a longer credit period is granted in the year ended December 31, 2011.

Cogo Group, Inc. equity was $241.5 million as of December 31, 2011, a decrease of 5.8% from $256.4 million as of December 31, 2010. During the trading days of November 14, 2011 to December 22, 2011 in the fourth quarter of 2011, the Company repurchased 0.6 million shares of its common stock at an average price of $1.8 and a total cost of $1.0 million pursuant to a stock repurchase plan. Cogo continues to view share buybacks as a strategic use of cash but it is limited by the Company’s cash level.

Currency Exchange Rates Impacts on Annual Results
The annual revenue for the full year 2011 was $564.7 million. Total revenue cumulated by adding the results of the four quarters together would have been $554.9 million*. Cumulated Non-GAAP EPS based on the addition of the results of the four quarters would have been $0.71. Because RMB has appreciated against USD during 2011, the full year revenue was $9.7 million higher than the cumulated revenue.

* The USD amounts are calculated based on the conversion rates of $1 to RMB6.5483 as of March 31, 2011 for the first quarter, $1 to RMB6.4635 as of June 30, 2011 for the second quarter, $1 to RMB6.3780 as of September 30, 2011 for the third quarter and $1 to RMB6.2939 as of December 31, 2011 for the fourth quarter and the consolidated 2011 full year.

Cogo 2011 Annual Earnings Results Conference Call
Date/ Time:
March 15, 2012 (Thursday) @ 4:30 PM (ET)
Conference Call:
US/ Canada Toll-Free: 1-877-941-1427
International: +1-480-629-9664
Webcast/ Audio Recording:
http://viavid.net/dce.aspx?sid=00009496
Replay (from 3/15/2012 at 7:30 pm to 3/27/2012 at 11:59 pm ET):
US/ Canada Toll-Free: 1-877-870-5176 (Passcode: 4521868)
International: +1-858-384-5517 (Passcode: 4521868)

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of over 1,800 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as over 1,700 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include statements about our proposed discussions related to our businesses such as businesses with Broadcom, Atmel and Freescale or growth strategy such as growth in digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions which are subject to change. Such information is based upon expectations of our management that were reasonable when made, but may prove to be incorrect. All such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. For further descriptions of other risks and uncertainties, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 10-K, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at 
www.sec.gov.

About Non-GAAP Financial Measures:
To supplement Cogo’s consolidated financial results presented in accordance with GAAP, Cogo uses the following measures defined as Non-GAAP financial measures by the SEC: 1) Non-GAAP net income attributable to Cogo Group, Inc. which is net income attributable to Cogo Group, Inc. excluding share-based compensation expenses, amortization of intangible assets and related deferred taxation, redomestication costs and impairment of goodwill and 2) Non-GAAP diluted earnings per share attributable to Cogo Group, Inc., which is diluted earnings per share excluding share-based compensation expenses amortization of intangible assets and related deferred taxation, redomestication costs and impairment of goodwill. The presentation of these Non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these Non-GAAP financial measures, please see the table captioned “Unaudited Reconciliations of Non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.

Cogo believes that these Non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based compensation expenses, amortization of intangible assets and related deferred taxation, redomestication costs and impairment of goodwill that may not be indicative of its operating performance from a cash perspective. Cogo believes that both management and investors benefit from referring to these Non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These Non-GAAP financial measures also facilitate management’s internal comparisons to Cogo’s historical performance and liquidity. Cogo computes its Non-GAAP financial measures using the same consistent method from quarter to quarter.

Cogo believes these Non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using Non-GAAP net income attributable to Cogo Group, Inc., Non-GAAP diluted earnings per share attributable to Cogo Group, Inc., Non-GAAP income from operation and Non-GAAP operating margin is that these Non-GAAP measures exclude share-based compensation expenses and amortization of intangible assets and related deferred taxation that have been and will continue to be for the foreseeable future a recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each Non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to Non-GAAP financial measures.

Tables Attached

COGO GROUP, INC.UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

December 31,
2011 2011 2010
USD RMB RMB
ASSETS
Current assets:
Cash 90,939 572,364 699,650
Pledged bank deposits 68,589 431,695 332,050
Accounts receivable, net 149,637 941,798 681,911
Bills receivable 6,338 39,889 31,001
Inventories 52,032 327,482 250,573
Income taxes receivable 307 1,932 2,478
Prepaid expenses and other receivables 8,184 51,507 49,338
Total current assets 376,026 2,366,667 2,047,001
Property and equipment, net 2,843 17,891 14,613
Intangible assets, net 24,485 154,105 83,499
Goodwill 175,436
Other assets 3,388 21,325 1,468
TOTAL ASSETS 406,742 2,559,988 2,322,017
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable 19,311 121,538 63,283
Bank borrowings 135,724 854,234 505,888
Income taxes payable 2,549 16,046 16,153
Accrued expenses and other liabilities 3,590 22,593 15,581
Total current liabilities 161,174 1,014,411 600,905
Deferred tax liabilities 4,040 25,427 13,777
Total liabilities 165,214 1,039,838 614,682
Equity:
Common stock
Par value: USD0.01
Authorized: 200,000,000 shares
Issued: 42,309,285 shares in 2011 and 41,181,529 shares in 2010
Outstanding: 33,560,467 shares in 2011 and 35,848,764 shares in 2010 531 3,340 3,332
Additional paid in capital 219,660 1,382,521 1,315,806
Retained earnings 89,013 560,234 716,839
Accumulated other comprehensive loss (20,378) (128,254) (117,479)
288,826 1,817,841 1,918,498
Less cost of common stock in treasury, 8,748,818 shares in 2011 and 5,332,765 shares in 2010 (50,847) (320,025) (226,495)
Total Cogo Group, Inc. equity 237,979 1,497,816 1,692,003
Noncontrolling interests 3,549 22,334 15,332
Total equity 241,528 1,520,150 1,707,335
TOTAL LIABILITIES AND EQUITY 406,742 2,559,988 2,322,017
COGO GROUP, INC.UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except share data)

Year ended December 31,
2011 2011 2010 2009
USD RMB RMB RMB
Net revenue
Product sales 564,737 3,554,401 2,554,991 2,066,815
Service revenue 34,527 29,401
564,737 3,554,401 2,589,518 2,096,216
Cost of sales
Cost of goods sold (501,598) (3,157,009) (2,194,901) (1,771,166)
Cost of services (27,971) (23,716)
(501,598) (3,157,009) (2,222,872) (1,794,882)
Gross profit 63,139 397,392 366,646 301,334
Selling, general and administrative expenses (29,883) (188,083) (191,855) (124,842)
Research and development expenses (16,149) (101,639) (77,888) (67,504)
Provision for doubtful accounts (369) (2,325) (2) (35,992)
Net gain on settlement relating to the acquisition of Long Rise before goodwill impairment 43,676
Impairment loss of goodwill (37,647) (236,945) (21,422)
Other operating income / (loss), net (134) (842) 463 116
Income / (loss) from operations (21,043) (132,442) 119,618 73,112
Interest expense (3,202) (20,152) (9,407) (1,963)
Interest income 2,372 14,928 14,693 14,490
Earnings / (loss) before income taxes and extraordinary item (21,873) (137,666) 124,904 85,639
Income tax expense (1,836) (11,553) (11,849) (9,207)
Income / (loss) before extraordinary item (23,709) (149,219) 113,055 76,432
Extraordinary item, net of nil tax 6,737
Net income / (loss) (23,709) (149,219) 113,055 83,169
Less net income attributable to noncontrolling interests (1,174) (7,386) (680) (2,945)
Net income / (loss) attributable to Cogo Group, Inc. (24,883) (156,605) 112,375 80,224
Earnings / (loss) per share attributable to Cogo Group, Inc.
Income / (loss) before extraordinary item (0.67) (4.22) 3.01 2.01
Extraordinary item 0.19
- Basic (0.67) (4.22) 3.01 2.20
Income / (loss) before extraordinary item (0.67) (4.22) 2.94 1.95
Extraordinary item 0.18
- Diluted (0.67) (4.22) 2.94 2.13
Weighted average number of common shares outstanding
- Basic 37,094,995 37,275,427 36,541,037
- Diluted 37,094,995 38,188,814 37,673,351
Amounts attributable to Cogo Group, Inc.
Income / (loss) before extraordinary item (24,883) (156,605) 112,375 73,487
Extraordinary item 6,737
Net income / (loss) attributable to Cogo Group, Inc. (24,883) (156,605) 112,375 80,224
Comprehensive income / (loss):
Net income / (loss) (23,709) (149,219) 113,055 83,169
Other comprehensive income / (loss), net of tax
Foreign currency translation adjustments (1,773) (11,159) (10,486) 260
Comprehensive income / (loss) (25,482) (160,378) 102,569 83,429
Less comprehensive income, net of tax attributable to noncontrolling interests (1,113) (7,002) (289) (2,944)
Comprehensive income / (loss) attributable to Cogo Group, Inc. (26,595) (167,380) 102,280 80,485
COGO GROUP, INC.UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

FOR THE QUARTERS ENDED DECEMBER 31, 2011 AND 2010

(in millions, except share data)

For thequarter ended

Dec 31, 2011

For thequarter ended

Dec 31, 2010

Net income/(loss) USD USD
GAAP net income/(loss) attributable to Cogo Group, Inc. (35.8) 4.6
Share-based compensation expense 1.7 7.6
Amortization of intangible assets and related deferred taxation 0.9 0.4
Redomestication costs 0.2
Net gain on settlement relating to the acquisition of Long Rise before goodwill impairment (6.6)
Impairment loss of goodwill 37.7 3.3
Non-GAAP net income attributable to Cogo Group, Inc. 4.7 9.3
Earnings/(loss) per share $ $
GAAP net income/(loss) attributable to Cogo Group, Inc. per common share-Diluted (0.99) 0.12
Share-based compensation expense per common share – Diluted 0.05 0.20
Amortization of intangible assets and related deferred taxation per common share – Diluted 0.02 0.01
Redomestication costs per common share – Diluted 0.01
Net gain on settlement relating to the acquisition of Long Rise before goodwill impairment per common share – Diluted (0.17)
Impairment loss of goodwill per common share – Diluted 1.04 0.08
Non-GAAP net income attributable to Cogo Group, Inc. per common share-Diluted 0.13 0.24
COGO GROUP, INC.UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

FOR THE QUARTERS ENDED MARCH 31, JUNE 30, SEPTEMBER 30 AND DECEMBER 31, 2011

(in thousands, except share data)

Q1 Q2 Q3 Q4 Total
$’000 $’000 $’000 $’000 $’000
Net income/(loss)
GAAP net income (loss) attributable to Cogo Group, Inc. 4,132 4,170 2,296 (35,789) (25,191)
Share-based compensation expenses 2,889 2,842 2,943 1,694 10,368
Amortization of intangible assets and related deferred taxation 800 1,466 613 949 3,828
Redomestication costs - - - 187 187
Impairment loss of goodwill - - - 37,647 37,647
Non-GAAP net income attributable to Cogo Group, Inc. 7,821 8,478 5,852 4,688 26,839
Income/(loss) from operation
GAAP income/(loss) from operations 5,047 5,253 3,346 (35,080) (21,434)
Share-based compensation expenses 2,889 2,842 2,943 1,694 10,368
Amortization of intangible assets 958 1,646 734 1,115 4,453
Redomestication costs - - - 187 187
Impairment loss of goodwill - - - 37,647 37,647
Non-GAAP income from operation 8,894 9,741 7,023 5,563 31,221
Operating Margin
GAAP operating margin 4.8% 3.9% 2.3% (20.6)%
Non-GAAP operating margin 8.5% 7.2% 4.8% 3.3%
Earnings (loss) per share $ $ $ $
GAAP net  income (loss) per common share – Diluted 0.11 0.11 0.06 (0.99)
Share-based compensation expenses per common share  - Diluted 0.07 0.07 0.08 0.05
Amortization of intangible assets and related deferred taxation per common share – Diluted 0.02 0.04 0.02 0.02
Redomestication costs per common share – Diluted - - - 0.01
Impairment loss of goodwill per common share – Diluted - - - 1.04
Non-GAAP net income attributable to Cogo Group, Inc. per common share – Diluted 0.20 0.22 0.16 0.13
Weighted average number of common shares outstanding
Basic 37,994,774 38,078,756 36,317,706 36,007,539
Diluted 39,174,483 38,719,290 36,317,706 36,007,539

Cogo Group, Inc. Schedules Conference Call on March 15, 2012 to Announce 2011 Annual Earnings Results and Discuss 2012 Corporate Strategy

SHENZHEN, China, March 14, 2012 — Cogo Group, Inc. (Nasdaq: COGO), a leading gateway for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China, today announced that it will host a conference call at 4:30 p.m. Eastern Time on Thursday, March 15, 2012 to report earnings results for the full year of 2011 and discuss corporate strategy for 2012.

Jeffrey Kang, Chairman and Chief Executive Officer of Cogo, will be joined on the call by Frank Zheng, Chief Financial Officer, and Will Davis, Chief Marketing Officer. A supporting press release will be distributed via PR Newswire at 4:00 p.m. Eastern Time on Thursday, March 15, 2012. The press release will be posted on www.cogo.com.cn, under “News Highlight” at the “Investor Information” section.

Cogo 2011 Annual Earnings Results Conference Call 
Date/ Time:
March 15, 2012 (Thursday) @ 4:30 PM (ET)
Conference Call: 
US/ Canada Toll-Free: 1-877-941-1427
International: +1-480-629-9664
Webcast/ Audio Recording: 
http://viavid.net/dce.aspx?sid=00009496
Replay (from 3/15/2012 at 7:30 pm to 3/27/2012 at 11:59 pm ET): 
US/ Canada Toll-Free: 1-877-870-5176 (Passcode: 4521868)
International: + 1-858-384-5517 (Passcode: 4521868) 

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is one of the leading gateways for global semiconductor companies to access the rapidly growing Industrial and Technology sectors in China. Through its unique business-to-business services platform, Cogo designs customized embedded solutions using technology from suppliers including Intel, Broadcom, Xilinx, SanDisk, Freescale, Atmel and others for a customer base of over 1,800 Chinese OEMs/ODMs. Cogo’s customer list includes approximately 100 blue-chip companies, including ZTE, BYD and NARI, as well as over 1,700 Small and Medium Enterprises (SMEs). The Company serves a broad list of rapidly growing end-markets in China, including 3G Smart phones, Tablets, Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High Definition Television (“HDTV”).