SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended March 31, 2010





OR





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT





For
the transition period from ______ to __________





COMMISSION
FILE NUMBER: 000-32161





CH LIGHTING INTERATIONAL
CORPORATION


(Exact
name of registrant as specified in its charter)





Delaware
              
              20-3828148(State
      or other jurisdiction of incorporation or
                organization)
              
              (IRS
      Employer Identification No.)





658
Hongyan Road, Economic Development Zone, Shangyu City, Zhejiang
Province,


The
People’s Republic of China 312300





(Address
of principal executive offices)





(011)86 575 8212
7538


(Registrant’s
Telephone Number, Including Area Code)




(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)





Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




Large
      Accelerated Filer o
              Accelerated
      Filer o
              Non-Accelerated
      Filer o
              Smaller
      Reporting Company x





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.  Yes  o No x





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:  As of May 13, 2010, the registrant had
120,000,000 shares of common stock, par value $0.001 per share, issued and
outstanding.





TABLE
OF CONTENTS





PART
      I FINANCIAL INFORMATION
                
                3ITEM
      1. FINANCIAL STATEMENTS
                
                3ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
    OPERATION
                
                4ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                
                20ITEM
      4. CONTROLS AND PROCEDURES
                
                20PART
      II OTHER INFORMATION
                
                22ITEM
      1. LEGAL PROCEEDINGS
                
                22ITEM
      1A. RISK FACTORS
                
                22ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
                
                22ITEM
      3. DEFAULTS UPON SENIOR SECURITIES
                
                22ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
                
                22ITEM
      5. OTHER INFORMATION
                
                22ITEM
      6. EXHIBITS
                
                22SIGNATURES
                
                24




2





PART
I


FINANCIAL
INFORMATION




ITEM
1. FINANCIAL STATEMENTS




CH
LIGHTING INTERNATIONAL CORPORATION
 
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 
 FINANCIAL
STATEMENTS
  TABLE OF
CONTENTS
 
 CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2010 (UNAUDITED) AND SEPTEMBER
      30, 2009
                  PAGE
                  F1-F2CONDENSED
      CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE THREE
      AND SIX MONTHS ENDED MARCH 31, 2010 AND 2009 (UNAUDITED)
                  
                  F3CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 31,
      2010 AND 2009 (UNAUDITED)
                  
                  F4-F5NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX
      MONTHS ENDED MARCH 31, 2010 AND 2009 (UNAUDITED)
                  
                  F6-F31
  3
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 CONDENSED CONSOLIDATED
BALANCE SHEETS
 
 March
      31,
                    
                    
                    September
      30,2010
                    
                    
                    2009(In
      thousands except par value and number of shares)
                    
                    (Unaudited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                    
                    $
                    3,303
                    
                    
                    $
                    2,792Restricted
      cash
                    
                    
                    62,733
                    
                    
                    
                    37,342Accounts
      receivable, net of allowance for doubtful accounts of $2,095 and $2,167 at
      March 31, 2010 and September 30, 2009
                    
                    
                    20,151
                    
                    
                    
                    18,346Inventories,
      net
                    
                    
                    11,356
                    
                    
                    
                    12,260Other
      receivables
                    
                    
                    530
                    
                    
                    
                    395Due
      from employees
                    
                    
                    247
                    
                    
                    
                    255Prepayments
                    
                    
                    755
                    
                    
                    
                    284Deferred
      tax assets
                    
                    
                    330
                    
                    
                    
                    454Notes
      receivable from unrelated parties, current portion, net of discount of $9
      at March 31, 2010
                    
                    
                    226
                    
                    
                    
                    -Notes
      receivable from related parties, current portion, net of discount of
      $1,433 at March 31, 2010
                    
                    
                    35,607
                    
                    
                    
                    -Short-term
      notes receivable from unrelated parties
                    
                    
                    7,839
                    
                    
                    
                    2,118Short-term
      notes receivable from related parties
                    
                    
                    -
                    
                    
                    
                    10,573Total
      Current Assets
                    
                    
                    143,077
                    
                    
                    
                    84,819Long-Term
      AssetsProperty,
      plant and equipment, net
                    
                    
                    23,670
                    
                    
                    
                    13,786Construction
      in progress
                    
                    
                    1,505
                    
                    
                    
                    1,500Prepayment
      for equipment
                    
                    
                    1,626
                    
                    
                    
                    1,897Long-term
      notes receivable from unrelated parties, net of discount of $71 at
      September 30, 2009
                    
                    
                    -
                    
                    
                    
                    1,041Long-term
      notes receivable from related parties, net of discount of $2,349 at
      September 30, 2009
                    
                    
                    -
                    
                    
                    
                    34,574Land
      use rights, net
                    
                    
                    822
                    
                    
                    
                    839Total
      Long-Term Assets
                    
                    
                    27,623
                    
                    
                    
                    53,637TOTAL ASSETS
                    
                    
                    170,700
                    
                    
                    
                    138,456LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      Liabilities:Accounts
      payable
                    
                    
                    16,294
                    
                    
                    
                    17,645Short-term
      bank borrowings
                    
                    
                    107,296
                    
                    
                    
                    75,085Notes
      payable
                    
                    
                    15,078
                    
                    
                    
                    16,041Accrued
      expenses and other current liabilities
                    
                    
                    2,389
                    
                    
                    
                    2,394Customer
      deposits
                    
                    
                    2,287
                    
                    
                    
                    2,038Due
      to related parties
                    
                    
                    190
                    
                    
                    
                    164Income
      tax payable
                    
                    
                    292
                    
                    
                    
                    200Financial
      obligations, sale-lease back, net-current portion
                    
                    
                    1,609
                    
                    
                    
                    2,413Total
      Current Liabilities
                    
                    
                    145,435
                    
                    
                    
                    115,980Long-Term
      LiabilitiesFinancial
      obligations, sale-lease back, net-long-term portion
                    
                    
                    -
                    
                    
                    
                    624Deferred
      tax liabilities
                    
                    
                    3,867
                    
                    
                    
                    1,304Total
      Long-Term Liabilities
                    
                    
                    3,867
                    
                    
                    
                    1,928TOTAL
      LIABILITIES
                    
                    $
                    149,302
                    
                    
                    $
                    117,908
 
 See
accompanying notes to the condensed consolidated financial
statements.
  F-1
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 CONDENSED CONSOLIDATED
BALANCE SHEETS
 
 March
      31,
                    
                    
                    September
      30,2010
                    
                    
                    2009(In
      thousands except par value and number of shares)
                    
                    (Unaudited)$
                    
                    
                    
                    $COMMITMENTS
      AND CONTINGENCIESEQUITYSTOCKHOLDERS’
      EQUITYPreferred
      stock, $0.001 par value, 5,000,000 shares authorized, 0 share issued and
      outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, $0.001 par value, 500,000,000 shares authorized, 120,000,000
      shares issued and outstanding
                    
                    
                    120
                    
                    
                    
                    120Additional
      paid-in capital
                    
                    
                    1,707
                    
                    
                    
                    1,500Statutory
      reserves
                    
                    
                    1,238
                    
                    
                    
                    1,168Accumulated
      other comprehensive income
                    
                    
                    1,679
                    
                    
                    
                    1,601Retained
      earnings
                    
                    
                    16,588
                    
                    
                    
                    16,093Total
      Stockholders’ Equity
                    
                    
                    21,332
                    
                    
                    
                    20,482NON-CONTROLLING
      INTEREST
                    
                    
                    66
                    
                    
                    
                    66TOTAL
      EQUITY
                    
                    
                    21,398
                    
                    
                    
                    20,548TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                    
                    $
                    170,700
                    
                    
                    $
                    138,456
 
 Seeaccompanying notesto thecondensedconsolidated financial
statements.
  F-2
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
 AND COMPREHENSIVE
INCOME
 (UNAUDITED)
 
 Three
      Months Ended March 31,
                          
                          
                          Six
      Months Ended March 31,2010
                          
                          
                          2009
                          
                          
                          2010
                          
                          
                          2009(In
      thousands except net income per share and number of
shares)REVENUES
                          
                          $
                          11,721
                          
                          
                          $
                          7,194
                          
                          
                          $
                          26,786
                          
                          
                          $
                          22,291REVENUES
      FROM GOVERNMENT SUBSIDIES
                          
                          
                          261
                          
                          
                          
                          1,191
                          
                          
                          
                          1,870
                          
                          
                          
                          4,283TOTAL
      REVENUES
                          
                          
                          11,982
                          
                          
                          
                          8,385
                          
                          
                          
                          28,656
                          
                          
                          
                          26,574COST
      OF SALES
                          
                          
                          (9,073
                          )
                          
                          
                          (6,123
                          )
                          
                          
                          (22,494
                          )
                          
                          
                          (17,110
                          )GROSS
      PROFIT
                          
                          
                          2,909
                          
                          
                          
                          2,262
                          
                          
                          
                          6,162
                          
                          
                          
                          9,464Selling,
      marketing and distribution expenses
                          
                          
                          (691
                          )
                          
                          
                          (619
                          )
                          
                          
                          (1,310
                          )
                          
                          
                          (2,473
                          )General
      and administrative expenses
                          
                          
                          (970
                          )
                          
                          
                          (822
                          )
                          
                          
                          (2,643
                          )
                          
                          
                          (2,049
                          )TOTAL
      OPERATION EXPENSES
                          
                          
                          (1,661
                          )
                          
                          
                          (1,441
                          )
                          
                          
                          (3,953
                          )
                          
                          
                          (4,522
                          )INCOME
      FROM OPERATIONS
                          
                          
                          1,248
                          
                          
                          
                          821
                          
                          
                          
                          2,209
                          
                          
                          
                          4,942Amortization
      of discount on notes receivable
                          
                          
                          468
                          
                          
                          
                          -
                          
                          
                          
                          985
                          
                          
                          
                          -Interest
      income
                          
                          
                          147
                          
                          
                          
                          610
                          
                          
                          
                          413
                          
                          
                          
                          1,853Interest
      expense
                          
                          
                          (1,446
                          )
                          
                          
                          (1,004
                          )
                          
                          
                          (2,907
                          )
                          
                          
                          (2,092
                          )Other
      government subsidies
                          
                          
                          29
                          
                          
                          
                          3
                          
                          
                          
                          63
                          
                          
                          
                          196Other
      (expenses) income
                          
                          
                          (25
                          )
                          
                          
                          10
                          
                          
                          
                          (29
                          )
                          
                          
                          20INCOME
      BEFORE INCOME TAXES
                          
                          
                          421
                          
                          
                          
                          440
                          
                          
                          
                          734
                          
                          
                          
                          4,919Income
      tax (expense) benefit
                          
                          
                          (94
                          )
                          
                          
                          36
                          
                          
                          
                          (169
                          )
                          
                          
                          (532
                          )NET
      INCOME
                          
                          
                          327
                          
                          
                          
                          476
                          
                          
                          
                          565
                          
                          
                          
                          4,387OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation gain, net of tax
                          
                          
                          -
                          
                          
                          
                          34
                          
                          
                          
                          78
                          
                          
                          
                          37COMPREHENSIVE
      INCOME
                          
                          $
                          327
                          
                          
                          $
                          510
                          
                          
                          $
                          643
                          
                          
                          $
                          4,424NET
      INCOME PER SHARE ATTRIBUTABLE TO CONTROLLING INTEREST, BASIC AND
      DILUTED
                          
                          $
                          0.003
                          
                          
                          $
                          0.004
                          
                          
                          $
                          0.005
                          
                          
                          $
                          0.037WeWEIGHTED-AVERAGE
      SHARESOUTSTANDING, BASIC ANDDILUTED
                          
                          
                          120,000,000
                          
                          
                          
                          120,000,000
                          
                          
                          
                          120,000,000
                          
                          
                          
                          120,000,000
 
 See
accompanying notes to the condensed consolidated financial
statements.
  F-3
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
 Six
      Months Ended March 31,2010
                            
                            
                            2009(In
      thousands)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                            
                            $
                            565
                            
                            
                            $
                            4,387Adjustments
      to reconcile net income to net cash (used in) provided
      by operating activities:Depreciation
                            
                            
                            779
                            
                            
                            
                            777Amortization
      of land use rights
                            
                            
                            19
                            
                            
                            
                            19Amortization
      of financial obligations, sale-lease back
                            
                            
                            187
                            
                            
                            
                            -Provision
      for slow-moving inventories
                            
                            
                            1
                            
                            
                            
                            -Amortization
      of notes receivable discount
                            
                            
                            (985
                            )
                            
                            
                            -Government
      subsidies
                            
                            
                            -
                            
                            
                            
                            (6
                            )Imputed
      interest expense
                            
                            
                            -
                            
                            
                            
                            (1,492
                            )Deferred
      taxes
                            
                            
                            72
                            
                            
                            
                            466Stock-based
      employee compensation expense
                            
                            
                            207
                            
                            
                            
                            -Gain
      from disposition of equipment
                            
                            
                            (2
                            )
                            
                            
                            -Changes
      in operating assets and liabilities, net of effects of
      acquisition:(Increase)
      Decrease in:Accounts
      receivable
                            
                            
                            (1,805
                            )
                            
                            
                            3,689Other
      receivables
                            
                            
                            (135
                            )
                            
                            
                            (860
                            )Prepayments
                            
                            
                            (471
                            )
                            
                            
                            824Inventories
                            
                            
                            903
                            
                            
                            
                            198Increase
      (Decrease) in:Accounts
      payable
                            
                            
                            (1,351
                            )
                            
                            
                            (4,294
                            )Accrued
      expenses and other accrued liabilities
                            
                            
                            (1,105
                            )
                            
                            
                            193Customer
      deposits
                            
                            
                            249
                            
                            
                            
                            (831
                            )Income
      tax payable
                            
                            
                            92
                            
                            
                            
                            57Net
      cash (used in) provided by operating activities:
                            
                            
                            (2,780
                            )
                            
                            
                            3,127CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property, plant and equipment
                            
                            
                            (137
                            )
                            
                            
                            (1,998
                            )Proceeds
      from disposition of equipment
                            
                            
                            1,077
                            
                            
                            
                            -Prepayment
      for equipment
                            
                            
                            271
                            
                            
                            
                            -Payment
      for acquisition, net of cash acquired
                            
                            
                            (7,845
                            )
                            
                            
                            -Investment
      in restricted bank balances, net
                            
                            
                            -
                            
                            
                            
                            (23,223
                            )Repayment
      of long-term notes receivable from unrelated party
                            
                            
                            879
                            
                            
                            
                            -Increase
      in principal of long-term notes receivable from related
      parties
                            
                            
                            -
                            
                            
                            
                            (1,046
                            )Increase
      in principal of short-term notes receivable from unrelated
      parties
                            
                            
                            (5,710
                            )
                            
                            
                            -Repayment
      of short-term notes receivable from a related
    party
                            
                            
                            10,573
                            
                            
                            
                            -Net
      cash used in investing activities:
                            
                            $
                            (892
                            )
                            
                            $
                            (26,267
                            )
 
 See
accompanying notes to the condensed consolidated financial
statements.
  F-4
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
 Six
      Months Ended December 31,2009
                      
                      
                      2008(In
      thousand)CASH
      FLOWS FROM FINANCING ACTIVITIESRestricted
      cash
                      
                      $
                      (25,391
                      )
                      
                      $
                      -Proceeds
      from related parties
                      
                      
                      33
                      
                      
                      
                      -Proceeds
      from bills financing, net
                      
                      
                      -
                      
                      
                      
                      29,506Proceeds
      from notes payable
                      
                      
                      15,056
                      
                      
                      
                      -Repayment
      of notes payable
                      
                      
                      (16,032
                      )
                      
                      
                      (2,953
                      )Proceeds
      from short-term bank borrowings
                      
                      
                      77,232
                      
                      
                      
                      21,167Repayment
      of short-term bank borrowings
                      
                      
                      (45,306
                      )
                      
                      
                      (22,837
                      )Repayment
      of financial obligations, sale-leaseback
                      
                      
                      (1,615
                      )
                      
                      
                      (1,598
                      )Net
      cash provided by financing activities
                      
                      
                      3,977
                      
                      
                      
                      23,285NET DECREASE
      IN CASH AND CASH EQUIVALENTS
                      
                      
                      305
                      
                      
                      
                      145Cash
      and cash equivalents, at beginning of year
                      
                      
                      2,792
                      
                      
                      
                      3,154Effect
      on exchange rate changes
                      
                      
                      206
                      
                      
                      
                      6CASH
      AND CASH EQUIVALENTS, AT END OF YEAR
                      
                      $
                      3,303
                      
                      
                      $
                      3,305SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      received
                      
                      $
                      370
                      
                      
                      $
                      361Interest
      paid
                      
                      $
                      2,616
                      
                      
                      $
                      2,092SUPPLEMENTAL NON-CASH
      DISCLOSURES:Settlement
      of bills financing with other financial assets
                      
                      $
                      -
                      
                      
                      $
                      2,918
 
 On March
31, 2010, the Company acquired 100% of the equity interest of Min Tai for $7,860
in cash. Also see Note 14. The following are the assets acquired and
liabilities assumed at the date of the acquisition:
 
 March
      31, 2010Equipment,
      net
                              
                              $
                              11,560Cash
                              
                              
                              15Total
      assets purchased
                              
                              
                              11,575Other
      payables
                              
                              
                              (1,100
                              )Deferred
      tax payable
                              
                              
                              (2,615
                              )Total
      liabilities assumed
                              
                              
                              (3,715
                              )Total
      net assets
                              
                              
                              7,860Share
      percentage
                              
                              
                              100
                              %Net
      assets acquired
                              
                              $
                              7,860Total
      consideration paid
                              
                              $
                              7,860
 
 See
accompanying notes to the condensed consolidated financial
statements.
  F-5
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands except number of shares and par value)
 
 1.
              BASIS
      OF PRESENTATION
 
 CH
Lighting International Corporation (“CH Lighting”), formerly known as
Sino-Biotics, Inc., was incorporated on July 6, 2005 under the laws of the State
of Delaware, and adopted its existing name effective on August 25, 2008. Its
common stock is currently trade on the Over-The-Counter Bulletin Board (“OTCBB”)
of NASDAQ under the symbol “CHHN”.
 
 On July
16, 2008, CH Lighting entered into a Share Exchange Agreement (the “Exchange
Agreement”) with CH International and KEG International Limited (“KEG”), a
company incorporated in the British Virgins Islands. Pursuant to the Share
Exchange Agreement, CH Lighting acquired all of the issued and outstanding
common stock of CH International from KEG in exchange for 93,000,000
newly-issued shares of CH Lighting’s common stock, par value of $0.001,
representing 77.5% of CH Lighting’s common stock issued and outstanding upon
completion of the share exchange (the “Share Exchange
Transaction”).
 
 During
the year ended September 30, 2008, CH Lighting (i) implemented a 1 for 1,000
reverse stock split and issued 128 shares for fractional share issuance on
December 13, 2007, (ii) converted a $65 convertible promissory note and all
related accrued interest into 25,999,998 shares of common stock on January 28,
2008, (iii) converted a $10 convertible promissory note and all related accrued
interest into 3,000,000 shares of common stock on January 31, 2008 and (iv)
implemented a 6 for 1 forward stock split on March 31, 2008. There were
29,180,616 shares of CH Lighting’s common stocks issued and outstanding
immediately before the completion of the Share Exchange
Transaction.
 
 Upon
completion of the Share Exchange Transaction (including, but not limited to, the
cancellation of the 2,180,616 shares of CH Lighting’s common stock concurrent
and simultaneous with the consummation of the Share Exchange Agreement), there
were 120,000,000 shares of CH Lighting’s common stock issued and
outstanding.
 
 The
acquisition by CH Lighting of CH International was deemed to be a reverse
acquisition in accordance with generally accepted accounting principles. In
accordance with the Accounting and Financial Reporting Interpretations and
Guidance prepared by the staff of the U.S. Securities and Exchange Commission,
CH Lighting (the legal acquirer) is considered the accounting acquiree and CH
International (the legal acquiree) is considered the accounting acquirer. The
consolidated financial statements of the consolidated entity are in substance be
those of CH International, with the assets and liabilities, and revenues and
expenses, of CH Lighting being included effective from the date of completion of
Share Exchange Transaction. CH Lighting is deemed to be a continuation of
business of CH International. The outstanding common stock of CH Lighting prior
to the Share Exchange Transaction is accounted for at net book value and no
goodwill was recognized.
 
 On
March 31, 2010, the Company acquired from the Min Tai Lighting Corporation
(“Min Tai”) shareholders all of the issued and outstanding shares of capital
stock of Min Tai.  Min Tai is a company in the lighting industry
located in Zhejiang Province of the PRC. See Note 14.
 
 The
unaudited condensed consolidated financial statements of CH Lighting
International Corporation and subsidiaries (the “Company”) have been prepared in
accordance with U.S. generally accepted accounting principles for interim
financial information and pursuant to the requirements for reporting on Form
10-Q. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in the United States of
America for annual financial statements. However, the information included in
these interim financial statements reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of management,
necessary for the fair presentation of the consolidated financial position and
the consolidated results of operations. Results shown for interim periods are
not necessarily indicative of the results to be obtained for a full year. The
condensed consolidated balance sheet information as of September 30, 2009 was
derived from the audited consolidated financial statements included in the
Company’s Annual Report on Form 10-K. These interim financial statements should
be read in conjunction with that report.
  F-6
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 1.
              BASIS
      OF PRESENTATION (CONTINUED)
 
 On July
1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 105-10 (formerly Statement of
Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards
Codification and Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162). ASC 105-10 establishes the FASB ASC as
the source of authoritative accounting principles recognized by the FASB to be
applied in preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America. The adoption of
this standard had no impact on the Company’s condensed consolidated financial
statements.
 
 Basis
of Consolidation
 
 The
condensed consolidated financial statements include the accounts of CH Lighting
International Corporation and its wholly-owned subsidiaries. Inter-company
accounts and transactions have been eliminated in consolidation.
 
 2.
              SIGNIFICANT
      ACCOUNTING POLICIES AND NEW ACCOUNTING
STANDARDS
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the condensed consolidated financial statements, and the reported amounts of
revenue and expenses during the reporting period. Management makes these
estimates using the best information available at the time the estimates are
made; however, actual results when ultimately realized could differ from those
estimates.
 
 Revenue
Recognition
 
 Operating
revenue represents the sale of goods at invoiced value to customers, net of
returns, discounts and value-added tax (“VAT”), and is recognized when goods are
delivered to customers, the significant risks and rewards of ownership of goods
have been transferred to customers, the sales price to the customers is fixed or
determinable and the collectability of consideration is reasonably
assured.
 
 The
Company sells products to distributors and retail customers.  Title
for the products passes when all of the above conditions are
met.  There is no right of return for products sold unless there is a
quality problem. At March 31, 2010 and September 30, 2009 there was no
accrual for sales returns because historically the Company has not encountered
returns.  There were no sales returns for the six months ended
March 31, 2010 and 2009.
 
 For
products sold to retailers that were included in the government grant program
(also see Note 15), in certain instances, distributors provided promotional and
sales assistance to the Company, and the Company paid the distributors
commissions on the sales. These products were sold and shipped directly to
the retailers from the Company. Sales commissions were $65 and $341 for
the six months ended March 31, 2010 and 2009, respectively, and were
included in selling, marketing and distribution expenses in the statements of
income.
 
 Shipping
and handling costs related to sales to third parties are reported as sales,
marketing and distribution expenses.
 
 Research
and Development
  Research
and development activities are expensed and charged to general administrative
expenses as incurred. Research and development costs were $995 and $393 for
the six months ended March 31, 2010 and 2009, respectively.
  F-7
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands except exchange rate)
  2.
              SIGNIFICANT
      ACCOUNTING POLICIES AND NEW ACCOUNTING
      STANDARDS (CONTINUED)
 
 Foreign
Currency Translation
 
 The
accompanying condensed consolidated financial statements are presented in United
States dollars. The functional currency of the Company is the Renminbi (RMB).
The condensed consolidated financial statements are translated into United
States dollars from RMB at year-end exchange rates as to assets and liabilities
and average exchange rates as to revenues and expenses. Capital accounts are
translated at their historical exchange rates when the capital transactions
occurred.
 
 March
      31,
                        2010
                      
                      
                      September
      30,
                        2009
                      
                      
                      March
      31,
                        2009(Unaudited)
                      
                      
                      
                      
                      
                      (Unaudited)Period
      ended RMB: $ exchange rate
                      
                      
                      6.8161
                      
                      
                      
                      6.8376
                      
                      
                      
                      -Average
      Period RMB: $ exchange rate
                      
                      
                      6.8267
                      
                      
                      
                      -
                      
                      
                      
                      6.8504
 
 Fair
Value of Financial Instruments
 
 Fair
Value of Financial Instruments - ASC 820-10 (formerly SFAS 157) establishes a
three-tier fair value hierarchy, which prioritizes the inputs used in
measuring fair value. The hierarchy prioritizes the inputs into three levels
based on the extent to which inputs used in measuring fair value are
observable in the market.
 
 These
tiers include:
 (II)
              Level
      1—defined as
      observable inputs such as quoted prices in active
  markets;
 (III)
              Level
      2—defined as
      inputs other than quoted prices in active markets that are either directly
      or indirectly observable; and
 (IV)
              Level
      3—defined as
      unobservable inputs in which little or no market data exists, therefore
      requiring an entity to develop its own
  assumptions.
 
 Cash and
cash equivalents consist primarily of highly rated money market funds at a
variety of well-known institutions with original maturities of three months or
less. The original cost of these assets approximates fair value due to their
short term maturity.
 
 The
carrying amounts of cash and cash equivalents, accounts receivable, notes
receivable, accounts payable, and short-term bank borrowings approximate their
fair values due to the short-term nature of these instruments.
  F-8
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 2.
              SIGNIFICANT
      ACCOUNTING POLICIES AND NEW ACCOUNTING
      STANDARDS (CONTINUED)
 
 Retirement
Plan Costs
 
 Retirement
benefits in the form of contributions under defined contribution retirement
plans to the relevant authorities are charged to operations as incurred.
Retirement benefits amounting to $44 and $39 were charged to operations for
the six months ended March 31, 2010 and 2009, respectively. Retirement
benefits amounting to $88 and $81 were charged to operations for the six
months ended March 31, 2010 and 2009, respectively.
 
 Comprehensive
Income
 
 Comprehensive
income is defined to include changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures,
items that are required to be recognized under current accounting standards as
components of comprehensive income are required to be reported in a financial
statement that is presented with the same prominence as other financial
statements. Comprehensive income includes net income and the foreign currency
translation gain, net of tax.
 
 Recently
Issued Accounting Pronouncements
 
 Effective
January 1, 2009, the Company adopted ASC 805 (formerly SFAS No. 141R,
Business Combinations). ASC 805 requires an acquirer to measure the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree at their fair values on the acquisition date, with
goodwill being the excess value over the net identifiable assets acquired. The
adoption of ASC 805 did not have any effect on the Company’s condensed
consolidated financial statements as of March 31, 2010.
 
 Effective
January 1, 2009, the Company adopted ASC 810-10 (formerly SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements). This Statement
establishes accounting and reporting standards that require the ownership
interests in subsidiaries’ non-parent owners be clearly presented in the equity
section of the balance sheet; requires the amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of income;
requires that changes in a parent’s ownership interest while the parent retains
its controlling financial interest in its subsidiary be accounted for
consistently; requires that when a subsidiary is deconsolidated, any retained
noncontrolling equity investment in the former subsidiary be initially measured
at fair value and the gain or loss on the deconsolidation of the subsidiary be
measured using the fair value of any noncontrolling equity; requires that
entities provide disclosures that clearly identify the interests of the parent
and the interests of the noncontrolling owners. The adoption of ASC 810-10 did
not have a significant effect on the Company’s condensed consolidated financial
statements as of March 31, 2010.
 
 Effective
January 1, 2009, the Company adopted ASC 815-10 (formerly SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities ), which amends
SFAS No. 133 and expands disclosures to include information about the fair value
of derivatives, related credit risks and a company’s strategies and objectives
for using derivatives. The adoption of ASC 815-10 did not have a material effect
on the condensed consolidated financial statements as of March 31,
2010.
  F-9
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 2.
              SIGNIFICANT
      ACCOUNTING POLICIES AND NEW ACCOUNTING
      STANDARDS (CONTINUED)
 
 Recently
Issued Accounting Pronouncements (Continued)
 
 Effective
January 1, 2009, the Company adopted ASC 815-40 (formerly Emerging Issues Task
Force (“EITF”) Issue No. 07-05, Determining Whether an Instrument (or Embedded
Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-05”). ASC 815-40
addresses the determination of whether an instrument (or an embedded feature) is
indexed to an entity’s own stock, which is the first part of the scope exception
in paragraph 11(a) of FASB SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities (“SFAS 133”). If an instrument (or an embedded
feature) that has the characteristics of a derivative instrument under
paragraphs 6–9 of SFAS 133 is indexed to an entity’s own stock, it is still
necessary to evaluate whether it is classified in stockholders’ equity (or would
be classified in stockholders’ equity if it were a freestanding instrument).
Other applicable authoritative accounting literature, including Issues EITF
00-19, Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company Own Stock, and EITF 05-2, The Meaning of
“Conventional Debt Instrument” in Issue No. 00-19, provides guidance for
determining whether an instrument (or an embedded feature) is classified in
stockholders’ equity (or would be classified in stockholders’ equity if it were
a freestanding instrument). ASC 815-40 does not address that second part of the
scope exception in paragraph 11(a) of SFAS 133. The adoption of ASC
815-40 did not have a material effect on the condensed consolidated
financial statements as of March 31, 2010.
 
 On
April 1, 2009, the FASB approved ASC 805 (formerly FSP FAS 141R-1,
Accounting for Assets Acquired and Liabilities Assumed in a Business Combination
That Arise from Contingencies ) ,  which amends Statement 141R and
eliminates the distinction between contractual and non-contractual
contingencies. Under ASC 805, an acquirer is required to recognize at fair value
an asset acquired or liability assumed in a business combination that arises
from a contingency if the acquisition-date fair value of that asset or liability
can be determined during the measurement period. If the acquisition-date fair
value cannot be determined, the acquirer applies the recognition criteria in
SFAS No. 5,  Accounting for Contingencies  and
Interpretation 14, “Reasonable Estimation of the Amount of a Loss – and
interpretation of FASB Statement No. 5,” to determine whether the
contingency should be recognized as of the acquisition date or after it. The
adoption of ASC 805 did not have a material effect on the condensed
consolidated financial statements as of March 31, 2010.
 
 ASC
320-10 (formerly FSP FAS 115-2 and FAS 124-2) amends the other-than-temporary
impairment guidance in U.S. GAAP for debt securities to make the guidance more
operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. It did not amend existing recognition and measurement guidance
related to other-than-temporary impairments of equity securities. We are
required to adopt ASC 320-10 for our interim and annual reporting periods ending
after June 15, 2009. ASC 320-10 does not require disclosures for periods
presented for comparative purposes at initial adoption. ASC 320-10 requires
comparative disclosures only for periods ending after initial adoption. The
adoption of ASC 320-10 did not have a material effect on the condensed
consolidated financial statements as of March 31, 2010.
 
 On
April 9, 2009, the FASB also approved ASC 825-10 (formerly FSP FAS 107-1
and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments )
  to require disclosures about fair value of financial instruments in
interim period financial statements of publicly traded companies and in
summarized financial information required by APB Opinion
No. 28,  Interim Financial Reporting . We are required to adopt
ASC 825-10 for our interim and annual reporting periods ending after
June 15, 2009. ASC 825-10 does not require disclosures for periods
presented for comparative purposes at initial adoption. ASC 825-10 requires
comparative disclosures only for periods ending after initial adoption. The
adoption of ASC 825-10 did not have a material effect on the condensed
consolidated financial statements as of March 31, 2010.
  F-10
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands except number of customers, suppliers and percentages)
 2.
              SIGNIFICANT
      ACCOUNTING POLICIES AND NEW ACCOUNTING
      STANDARDS (CONTINUED)
 
 Recently
Issued Accounting Pronouncements (Continued)
 
 In April
2009, the FASB updated guidance related to fair-value measurements to clarify
the guidance related to measuring fair-value in inactive markets, to modify the
recognition and measurement of other-than-temporary impairments of debt
securities, and to require public companies to disclose the fair values of
financial instruments in interim periods. This updated guidance became effective
for the Company beginning 1, 2009. The adoption of this guidance did not have a
material effect on the condensed consolidated financial statements as of March
31, 2010.
 
 In June
2009, the FASB issued ASC 810-10 (formerly SFAS No. 167, Amendments to FASB
Interpretation No. 46(R)). ASC 810-10 requires an enterprise to perform an
analysis and ongoing reassessments to determine whether the enterprises variable
interest or interests give it a controlling financial interest in a variable
interest entity and amends certain guidance for determining whether an entity is
a variable interest entity. It also requires enhanced disclosures that will
provide users of financial statements with more transparent information about an
enterprises involvement in a variable interest entity.  ASC 810-10 is
effective as of the beginning of each reporting entity’s first
annual  reporting period that begins after November 15, 2009 and for
all interim reporting periods after that.  The adoption of this
guidance did not have a material effect on the condensed consolidated financial
statements as of March 31, 2010.
 
 In
January 2010, the FASB issued guidance to amend the disclosure requirements
related to recurring and nonrecurring fair value measurements. The guidance
requires disclosure of transfers of assets and liabilities between Level 1 and
Level 2 of the fair value measurement hierarchy, including the reasons and the
timing of the transfers and information on purchases, sales, issuance, and
settlements on a gross basis in the reconciliation of the assets and liabilities
measured under Level 3 of the fair value measurement hierarchy. This guidance is
effective for the Company beginning March 1, 2010. The adoption of this guidance
did not have a material effect on the condensed consolidated financial
statements as of March 31, 2010.
 
 3.
              EARNINGS
      PER SHARE
 
 Basic
earnings per share are computed by dividing income available to common
stockholders by the weighted-average number of common stocks outstanding during
the period. Diluted earnings per share is computed similar to basic earnings per
share except that the denominator is increased to include the number of
additional common stocks that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
There were no potentially dilutive securities for the six months ended March 31,
2010 and 2009.
  F-11
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 4.
              CONCENTRATIONS
 
 Three
      Months Ended March 31,
                    
                    
                    Six
      Months Ended March 31,(Unaudited)
                    
                    
                    (Unaudited)2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009Major
      customers with revenues of morethan
      10% of the Company’s salesCompany’s
      revenues:Revenues
      from major customers
                    
                    $
                    2,468
                    
                    
                    $
                    2,272
                    
                    
                    $
                    7,748
                    
                    
                    $
                    2,711Percentage
      of revenues
                    
                    
                    21
                    %
                    
                    
                    28
                    %
                    
                    
                    27
                    %
                    
                    
                    10
                    %Number
                    
                    
                    1
                    
                    
                    
                    1
                    
                    
                    
                    2
                    
                    
                    
                    1Major
      suppliers with purchases of morethan
      10% of the Company’s purchasesCompany’s
      purchases:Purchases
      from major supplier
                    
                    $
                    833 2,445
                    
                    
                    $
                    2,167
                    
                    
                    $
                    2,445
                    
                    
                    $
                    1,472Percentage
      of purchases
                    
                    
                    11
                    %
                    
                    
                    18
                    %
                    
                    
                    13
                    %
                    
                    
                    12
                    %Number
                    
                    
                    1
                    
                    
                    
                    1
                    
                    
                    
                    1
                    
                    
                    
                    1
 
 Accounts
receivable related to the Company’s major customers comprised 21% and 18% of all
accounts receivable at March 31, 2010 and September 30, 2009,
respectively.
 
 Accounts
payable related to the Company’s major supplier comprised 18% and 25% of all
accounts payable at March 31, 2010 and September 30, 2009,
respectively.
 
 5.
              RESTRICTED
      CASH
 
 Restricted
cash at March 31, 2010 and September 30, 2009 represents time deposits with
original maturities between six and twelve months to secure banking facilities
granted by various financial institutions as follows:
 
 March
      31,
                          
                          
                          September
      30,2010
                          
                          
                          2009Note
                          
                          
                          (Unaudited)Notes
      payable
                          
                          
                          12
                          
                          
                          $
                          14,346
                          
                          
                          $
                          13,057Bills
      financing
                          
                          
                          13
                          (b)
                          
                          
                          45,438
                          
                          
                          
                          19,890Collateral
      for bank acceptance notes issued bya
      related party
                          
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          1,463A
      short-term bank loan
                          
                          
                          13
                          (a)
                          
                          
                          2,934
                          
                          
                          
                          2,925Others
                          
                          
                          
                          
                          
                          
                          15
                          
                          
                          
                          7$
                          62,733
                          
                          
                          $
                          37,342
  F-12
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 6.
              INVENTORIES
 
 Inventories
consist of the following:
 
 March
      31,
                      
                      
                      September
      30,2010
                      
                      
                      2009(Unaudited)Raw
      materials
                      
                      $
                      1,683
                      
                      
                      $
                      3,068Work-in-progress
      and semi-finished goods
                      
                      
                      2,568
                      
                      
                      
                      2,463Finished
      goods
                      
                      
                      7,263
                      
                      
                      
                      6,88611,514
                      
                      
                      
                      12,417Less:
      Provision for slow-moving inventories
                      
                      
                      (158
                      )
                      
                      
                      (157
                      )Inventories,
      net
                      
                      $
                      11,356
                      
                      
                      $
                      12,260
 
 7.
              PROPERTY,
      PLANT AND EQUIPMENT
 
 Property,
plant and equipment consist of the following:
 
 March
      31,
                      
                      
                      September
      30,2010
                      
                      
                      2009Note
                      
                      
                      (Unaudited)At
      cost:Buildings
                      
                      
                      
                      
                      $
                      7,014
                      
                      
                      $
                      6,967Plant
      and machinery
                      
                      
                      
                      
                      
                      18,381
                      
                      
                      
                      7,987Motor
      vehicles
                      
                      
                      
                      
                      
                      1,033
                      
                      
                      
                      1,002Furniture,
      fixtures and office equipment
                      
                      
                      
                      
                      
                      1,202
                      
                      
                      
                      1,181Assets
      recorded under financial obligations, sale-leaseback
                      
                      
                      16
                      
                      
                      
                      3,295
                      
                      
                      
                      3,31330,925
                      
                      
                      
                      20,450Less:
      Accumulated depreciationBuildings
                      
                      
                      
                      
                      
                      
                      (1,863
                      )
                      
                      
                      (1,683
                      )Plant
      and machinery
                      
                      
                      
                      
                      
                      
                      (2,887
                      )
                      
                      
                      (2,726
                      )Motor
      vehicles
                      
                      
                      
                      
                      
                      
                      (499
                      )
                      
                      
                      (453
                      )Furniture,
      fixtures and office equipment
                      
                      
                      
                      
                      
                      
                      (831
                      )
                      
                      
                      (778
                      )Assets
      recorded under financial obligations, sale-leaseback
                      
                      
                      
                      
                      
                      
                      (1,175
                      )
                      
                      
                      (1,024
                      )(7,255
                      )
                      
                      
                      (6,664
                      )Property,
      plant and equipment, net
                      
                      
                      
                      
                      
                      $
                      23,670
                      
                      
                      $
                      13,786
 
 Depreciation
expense was $779 and $777 for the six months ended March 31, 2010 and 2009,
respectively.
  The
Company pledged certain buildings and machinery as collateral against short-term
bank loans. See Note 13(a).
  F-13
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 8.
              LAND
      USE RIGHTS
 
 Land use
rights consist of the following:
  March
      31,
                    
                    
                    September
      30,2010
                    
                    
                    2009(Unaudited)Cost
      of land use rights
                    
                    $
                    1,143
                    
                    
                    $
                    1,140Less:
      Accumulated amortization
                    
                    
                    (321
                    )
                    
                    
                    (301
                    )Land
      use rights, net
                    
                    $
                    822
                    
                    
                    $
                    839
 
 Amortization
expense for the six months ended March 31, 2010 and 2009 was $19 and $19,
respectively.
  The
Company pledged land use rights as collateral against short-term bank loans. See
Note 13(a).
 
 9.
              RELATED
      PARTY TRANSACTIONS
 
 (a)
              Names
      and Relationship of Related
Parties:
 
 Existing
      Relationships With the CompanyMr.
      Zhao
                
                Director
      and controlling stockholder of the CompanyMs.
      Gan
                
                Director
      of the Company and spouse of Mr. ZhaoShangyu
      Chenhui Childcare Products Company Limited (“CH Childcare”)
    *
                
                Under
      common control of Mr. ZhaoShaoxing
      Umbrella Factory (“SX Umbrella”) *
                
                Under
      common control of Mr. ZhaoShangyu
      Hecheng Plastic and Metal Products Company Limited
      (“Hecheng”)*
                
                Under
      common control of Mr. ZhaoShangyu
      Henghui Electronic Products Manufacturing Company Limited (“Henghui”)
      *
                
                Under
      common control of Mr. ZhaoZhejiang
      Chenhui Yingbao Childcare Products Company Limited (“Yingbao Childcare”)
      *
                
                Under
      common control of Mr. Zhao
 
 *
These are direct translation of names in Chinese for identification purpose only
and are not official names in English.
  F-14
 CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 9.
                RELATED
      PARTY TRANSACTIONS
(CONTINUED)
 
 (b)
              Summary ofRelatedPartyTransactions:
 
 March
      31,
                                                      
                                                      
                                                      September
      30,2010
                                                      
                                                      
                                                      2009(Unaudited)NoteMr.
      Zhao and Ms. Gan
                                                      
                                                      Mr.
      Zhao and Ms. Gan provided guarantees for short-term bank loans
      borrowed by the Company
                                                      
                                                      13
                                                      (a)
                                                      
                                                      $
                                                      20,672
                                                      
                                                      
                                                      $
                                                      17,711Henghui
                                                      
                                                      The
      Company provided cash as collateral for the bank acceptance
      notes issued by Henghui
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      1,463Henghui
      provided a guarantee for a short-term bank loan borrowed by the
      Company
                                                      
                                                      13
                                                      (a)
                                                      
                                                      
                                                      513
                                                      
                                                      
                                                      
                                                      512The
      Company had a short-term
                                                        note
      receivable from Henghui
                                                      
                                                      9
                                                      (d)
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      10,573The
      Company had a long-term note receivable from Henghui
                                                      
                                                      9
                                                      (e)
                                                      
                                                      
                                                      18,802
                                                      
                                                      
                                                      
                                                      18,256Yingbao
      Childcare
                                                      
                                                      Yingbao
      Childcare provided a guarantee for the financial obligations,
      sale-leaseback borrowed by the Company
                                                      
                                                      16
                                                      
                                                      
                                                      
                                                      643
                                                      
                                                      
                                                      
                                                      2,413The
      Company had a long-term notes receivable from Yingbao
      Childcare
                                                      
                                                      9
                                                      (e)
                                                      
                                                      
                                                      16,805
                                                      
                                                      
                                                      
                                                      16,318Yingbao
      Childcare provided a guarantee for the short-term bank loans borrowed by
      the Company
                                                      
                                                      13
                                                      (a)
                                                      
                                                      $
                                                      10,857
                                                      
                                                      
                                                      $
                                                      10,823
 
 SixMonths Ended March31,
                            (Unaudited)2010
                          
                          
                          2009Henghui
                          
                          The
      Company had interest income of note receivable from
      Henghui
                          
                          $
                          -
                          
                          
                          $
                          1,492SX
      Umbrella
                          
                          The
      Company paid a rental fee to SX Umbrella for renting a
      dorm
                          
                          $
                          7
                          
                          
                          $
                          7
  F-15
 
 CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 9.
              RELATED
      PARTY TRANSACTIONS (CONTINUED)
 
 (c)
              Summary
      of Balances with Related Parties:
  March
      31,
                        
                        September 30,2010
                        
                        2009(Unaudited)Due
      from employees
                        
                        $
                        247
                        
                        $
                        255$
                        247
                        
                        $
                        255
 
 Amounts
due from employees are interest-free, unsecured and have no fixed repayment
terms. They primarily represent advances to sales personnel of the Company for
business and travelling related expenses.
 
 March
      31,
                              
                              
                              September
      30,2010
                              
                              
                              2009(Unaudited)Due
      to related parties:Mr.
      Zhao
                              
                              $
                              143
                              
                              
                              $
                              125SX
      Umbrella
                              
                              
                              47
                              
                              
                              
                              39$
                              190
                              
                              
                              $
                              164
 
 Amounts
due to related parties represent unsecured advances, which are interest-free and
repayable on demand.
 
 (d)
              Short-Term
      Notes Receivable from Related
Party
 
 March
      31,
                          
                          
                          September
      30,2010
                          
                          
                          2009(Unaudited)Henghui,
      due December 31, 2009, repaid on due date
                          
                          a)
                          
                          
                          $
                          -
                          
                          
                          $
                          115Henghui,
      due March 31, 2010, repaid on due date
                          
                          b)
                          
                          
                          
                          -
                          
                          
                          
                          10,458Total
                          
                          
                          
                          
                          
                          $
                          -
                          
                          
                          $
                          10,573
 
 The interest-free
and secured by Mr. Zhao notes denoted a) and b) were provided to a
related company for its assistance in providing a guarantee for bank loans
borrowed by the Company.
  F-16
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 9.
              RELATED
      PARTY TRANSACTIONS (CONTINUED)
 
 (e)
              Long-Term
      Notes Receivable from Related
Parties
 
 March
      31,
                          
                          
                          September
      30,2010
                          
                          
                          2009(Unaudited)Yingbao
      Childcare, due December 31, 2010, net ofdiscount
      of $676 and $1,108 at March 31, 2010 andSeptember
      30, 2009, respectively
                          
                          a)
                          
                          
                          $
                          16,805
                          
                          
                          $
                          16,318Henghui,
      due December 31, 2010, net of discount of$757
      and $1,239, at March 31, 2010 and September30,
      2009, respectively
                          
                          b)
                          
                          
                          
                          18,802
                          
                          
                          
                          18,256Long-term
      Notes Receivable From Related Parties
                          
                          
                          
                          
                          
                          
                          35,607
                          
                          
                          
                          34,574Less:
      Current portion
                          
                          
                          
                          
                          
                          
                          35,607
                          
                          
                          
                          -Long-term
      portion
                          
                          
                          
                          
                          
                          $
                          -
                          
                          
                          $
                          34,574
 
 In
October 2008, $36,921 interest-free notes were provided to related companies a)
and b) for their assistance in developing distribution channels and new markets
for the Company. The Company recorded non-cash marketing expense and discounts
on the notes receivable of $3,376 based on the present value of the notes
receivable using a 5.4% rate.
 
 The
amortization of discount, relating to the notes for the six months ended March
31, 2010 and 2009 was $923 and $559, respectively.
 
 10.
              SHORT-TERM
      NOTES RECEIVABLE FROM UNRELATED
PARTIES
 
 The
short-term notes receivable from unrelated parties consist of the
following:
 
 March
      31,
                              
                              
                              September
      30,2010
                              
                              
                              2009(Unaudited)Due
      December 31, 2009, repaid on due date
                              
                              a)
                              
                              
                              $
                              -
                              
                              
                              $
                              731Due
      August 31, 2010
                              
                              b)
                              
                              
                              
                              1,204
                              
                              
                              
                              948Due
      August 3, 2010
                              
                              c)
                              
                              
                              
                              -
                              
                              
                              
                              439Due
      November 30, 2010
                              
                              d)
                              
                              
                              
                              6,635
                              
                              
                              
                              -Total
                              
                              
                              
                              
                              
                              $
                              7,839
                              
                              
                              $
                              2,118
 
 The unsecured
notes denoted a) and c) were provided to an unrelated company for its
assistance in providing a guarantee for bank loans borrowed by the Company, and
bears a 4.79% and 4.28% interest rate per annum,
respectively.  Interest income was $15 and $0 for the six months
ended March, 31 2010 and 2009, respectively.
 
 The interest-free,
unsecured notes denoted b) and d) were provided to unrelated companies for
their assistance in providing a guarantee for bank loans borrowed by the
Company.
  F-17
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 11.
              LONG-TERM
      NOTES RECEIVABLE FROM UNRELATED
PARTIES
 
 The
long-term notes receivable from unrelated parties consist of the
following:
 
 March
      31,
                              
                              
                              September
      30,2010
                              
                              
                              2009(Unaudited)Due
      December 31, 2010, net of discount of $1 at March 31, 2010 and September
      30, 2009
                              
                              a)
                              
                              
                              $
                              36
                              
                              
                              $
                              34Due
      December 31, 2010, net of discount of $1 at March 31, 2010 and September
      30, 2009
                              
                              b)
                              
                              
                              
                              36
                              
                              
                              
                              34Due
      December 31, 2010, net of discount of $7 at March 31, 2010 and
      September 30, 2009
                              
                              c)
                              
                              
                              
                              154
                              
                              
                              
                              151Due
      December 31, 2010, repaid on December 31, 2009
                              
                              d)
                              
                              
                              
                              -
                              
                              
                              
                              822Subtotal
                              
                              
                              
                              
                              
                              
                              226
                              
                              
                              
                              1,041Less:
      Current portion
                              
                              
                              
                              
                              
                              
                              226
                              
                              
                              
                              -Long-term
      portion
                              
                              
                              
                              
                              
                              $
                              -
                              
                              
                              $
                              1,041
 
 In
October 2008, interest-free notes were provided to an unrelated company a) for
its assistance in developing distribution channels and new markets for the
Company. The Company recorded non-cash marketing expense and discounts on the
notes receivable of $4 based on the present value of the notes receivable using
a 5.4% rate.
 
 In
September 2009, interest-free notes were provided to unrelated companies b), c)
and d) for their assistance in developing distribution channels and new markets
for the Company. The Company recorded non-cash marketing expense and discounts
on the notes receivable of $68 based on the present value of the notes
receivable using a 5.4% rate. The unamortized discount on note denoted d) was
$55, which was transferred to amortization of discount on notes receivable, with
the settlement of the principal at March 31, 2010.
 
 The
amortization of discount, relating to the notes denoted a), b) and c) for
the six months ended March 31, 2010 and 2009 was $62 and $1,
respectively.
  F-18
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 12.
              NOTES
      PAYABLE
 
 The notes
payable consist of the following:
 
 March
      31,
                        
                        
                        September
      30,2010
                        
                        
                        2009(Unaudited)Due
      April 10, 2010, subsequently repaid on due date
                        
                        $
                        215
                        
                        
                        $
                        -Due
      April 12, 2010, subsequently repaid on due date
                        
                        
                        313
                        
                        
                        
                        -Due
      May 3, 2010, subsequently repaid
                        
                        
                        576
                        
                        
                        
                        -Due
      May 20, 2010
                        
                        
                        1,467
                        
                        
                        
                        -Due
      May 25, 2010
                        
                        
                        1,467
                        
                        
                        
                        -Due
      June 3, 2010
                        
                        
                        482
                        
                        
                        
                        -Due
      June 9, 2010
                        
                        
                        1,467
                        
                        
                        
                        -Due
      June 10, 2010
                        
                        
                        1,467
                        
                        
                        
                        -Due
      June 11, 2010
                        
                        
                        1,467
                        
                        
                        
                        -Due
      June 17, 2010
                        
                        
                        1,907
                        
                        
                        
                        -Due
      June 24, 2010
                        
                        
                        734
                        
                        
                        
                        -Due
      July 12, 2010
                        
                        
                        755
                        
                        
                        
                        -Due
      July 28, 2010
                        
                        
                        1,467
                        
                        
                        
                        -Due
      August 8, 2010
                        
                        
                        698
                        
                        
                        
                        -Due
      September 8, 2010
                        
                        
                        291
                        
                        
                        
                        -Due
      September 9, 2010
                        
                        
                        158
                        
                        
                        
                        -Due
      September 17, 2010
                        
                        
                        147
                        
                        
                        
                        -Due
      before March 31, 2010,subsequently
      repaid on due date
                        
                        
                        -
                        
                        
                        
                        16,041$
                        15,078
                        
                        
                        $
                        16,041
 
 All the
notes payable are bank acceptance notes and subject to bank charges of 0.05% of
the principal amount as commission on each loan transaction. Bank charges
for notes payable were $65 and $942 for the six months ended March 31, 2010 and
2009, respectively.
 
 Notes
payable are secured by $14,346 and $13,057 restricted
cash at March 31, 2010 and September 30, 2009, respectively. See
Note 5.
 
 13.
              SHORT-TERM
      BANK BORROWINGS
 
 The
short-term bank borrowings consist of the following:
 
 March
      31,
                                                
                                                September 30,2010
                                                
                                                2009Note
                                                
                                                
                                                (Unaudited)Short-term
      bank loans
                                                
                                                13
                                                (a)
                                                
                                                $
                                                55,956
                                                
                                                $
                                                55,195Bills
      financing
                                                
                                                13
                                                (b)
                                                
                                                
                                                51,340
                                                
                                                
                                                19,890$
                                                107,296
                                                
                                                $
                                                75,085
  F-19
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 13.
              SHORT-TERM
      BANK BORROWINGS (CONTINUED)
  (a)
                Short-Term
      Bank Loans
  The
short-term bank loans consist of the following:
 
 March
      31,
                            
                            
                            September
      30,2010
                            
                            
                            2009Note
                            
                            
                            (Unaudited)Due
      April 4, 2010, subsequently repaid before due date
                            
                            
                            
                            
                            $
                            -
                            
                            
                            $
                            1,463Due
      April 9, 2010, subsequently repaid on due date
                            
                            
                            
                            
                            
                            734
                            
                            
                            
                            731Due
      April 12, 2010, subsequently repaid on due date
                            
                            
                            
                            
                            
                            1,467
                            
                            
                            
                            -Due
      April 17, 2010, subsequently repaid on due date
                            
                            
                            
                            
                            
                            2,934
                            
                            
                            
                            2,925Due
      April 22, 2010, subsequently repaid before due date
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            731Due
      April 29, 2010, subsequently repaid on due date
                            
                            
                            
                            
                            
                            161
                            
                            
                            
                            -Due
      April 30, 2010, subsequently repaid on due date
                            
                            
                            
                            
                            
                            1,761
                            
                            
                            
                            1,755Due
      May 5, 2010, subsequently repaid on due date
                            
                            
                            
                            
                            
                            1,467
                            
                            
                            
                            -Due
      May 18, 2010
                            
                            
                            
                            
                            
                            2,201
                            
                            
                            
                            2,194Due
      May 28, 2010
                            
                            
                            
                            
                            
                            1,717
                            
                            
                            
                            761Due
      June 4, 2010
                            
                            9
                            (b)
                            
                            
                            513
                            
                            
                            
                            -Due
      June 7, 2010
                            
                            
                            
                            
                            
                            
                            734
                            
                            
                            
                            731Due
      June 10, 2010
                            
                            
                            
                            
                            
                            
                            2,201
                            
                            
                            
                            2,194Due
      June 11, 2010
                            
                            
                            
                            
                            
                            
                            1,203
                            
                            
                            
                            -Due
      June 14, 2010
                            
                            
                            
                            
                            
                            
                            440
                            
                            
                            
                            439Due
      June 25, 2010
                            
                            
                            
                            
                            
                            
                            734
                            
                            
                            
                            731Due
      June 28, 2010
                            
                            
                            
                            
                            
                            
                            3,653
                            
                            
                            
                            3,642Due
      July 14, 2010
                            
                            
                            
                            
                            
                            
                            1,467
                            
                            
                            
                            1,463Due
      July 15, 2010
                            
                            9
                            (b)
                            
                            
                            5,868
                            
                            
                            
                            5,850Due
      August 3, 2010
                            
                            
                            
                            
                            
                            
                            1,555
                            
                            
                            
                            1,550Due
      August 4, 2010
                            
                            9
                            (b)
                            
                            
                            4,989
                            
                            
                            
                            4,973Due
      August 19, 2010
                            
                            
                            
                            
                            
                            
                            1,467
                            
                            
                            
                            1,463Due
      August 21, 2010
                            
                            
                            
                            
                            
                            
                            1,467
                            
                            
                            
                            1,463Due
      September 1, 2010
                            
                            
                            
                            
                            
                            
                            2,876
                            
                            
                            
                            -Due
      September 3, 2010
                            
                            
                            
                            
                            
                            
                            1,761
                            
                            
                            
                            -Due
      September 10, 2010
                            
                            
                            
                            
                            
                            
                            1,467
                            
                            
                            
                            -Due
      September 25, 2010
                            
                            
                            
                            
                            
                            
                            2,934
                            
                            
                            
                            -Due
      November 9, 2010
                            
                            
                            
                            
                            
                            
                            998
                            
                            
                            
                            -Due
      December 10, 2010
                            
                            
                            
                            
                            
                            
                            2,934
                            
                            
                            
                            -Due
      January 6, 2011
                            
                            
                            
                            
                            
                            
                            1,467
                            
                            
                            
                            -Due
      January 8, 2011
                            
                            
                            
                            
                            
                            
                            1,467
                            
                            
                            
                            -Due
      January 28, 2011
                            
                            
                            
                            
                            
                            
                            587
                            
                            
                            
                            -Due
      February 1, 2011
                            
                            
                            
                            
                            
                            
                            732
                            
                            
                            
                            -Due
      before March 31, 2010, subsequently repaid on due
    date
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            20,136Total
                            
                            
                            
                            
                            
                            $
                            55,956
                            
                            
                            $
                            55,195
  F-20
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 13.
              SHORT-TERM
      BANK BORROWINGS (CONTINUED)
 
 Short-term
bank loans are collateralized by land use rights, property, plant and equipment
and restricted cash of the Company with carrying values as follows:
  March
      31,
                              
                              September
      30,2010
                              
                              2009Note
                              
                              (Unaudited)Land
      use rights
                              
                              8
                              
                              $
                              822
                              
                              $
                              839Property,
      plant and equipment
                              
                              7
                              
                              
                              4,384
                              
                              
                              4,371Restricted
      cash
                              
                              5
                              
                              
                              2,934
                              
                              
                              2,925$
                              8,140
                              
                              $
                              8,135
  Various
parties have also provided guarantees against these short-term bank loans as
follows:
 
 March
      31,
                              
                              September
      30,2010
                              
                              2009Note
                              
                              
                              (Unaudited)Corporate
      guarantees provided by related parties
                              
                              9
                              (b)
                              
                              $
                              32,042
                              
                              $
                              17,711Corporate
      guarantees provided by unrelated parties
                              
                              19
                              
                              
                              $
                              29,460
                              
                              $
                              23,927
  The
weighted average annual interest rates of the short-term bank loans were 5.43%
and 5.62% as of March 31, 2010 and September 30, 2009,
respectively. Interest expense was $1,591 and $1,335 for the six months
ended March 31, 2010 and 2009, respectively.
  F-21
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 13.
              SHORT-TERM
      BANK BORROWINGS (CONTINUED)
  (b)
              Bills
      Financing
  The bills
financing consists of the following:
 
 March
      31,
                      
                      
                      September
      30,2010
                      
                      
                      2009(Unaudited)Due
      April 15, 2010, subsequently repaid on due date
                      
                      $
                      1,761
                      
                      
                      $
                      -Due
      April 30, 2010, subsequently repaid on due date
                      
                      
                      2,934
                      
                      
                      
                      -Due
      May 12, 2010, subsequently repaid on due date
                      
                      
                      1,174
                      
                      
                      
                      -Due
      May 24, 2010
                      
                      
                      4,401
                      
                      
                      
                      -Due
      May 26, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      June 1, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      June 8, 2010
                      
                      
                      2,641
                      
                      
                      
                      -Due
      June 16, 2010
                      
                      
                      734
                      
                      
                      
                      -Due
      June 18, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      June 24, 2010
                      
                      
                      3,228
                      
                      
                      
                      -Due
      July 8, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      July 13, 2010
                      
                      
                      734
                      
                      
                      
                      -Due
      July 14, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      July 22, 2010
                      
                      
                      3,228
                      
                      
                      
                      -Due
      July 25, 2010
                      
                      
                      1,284
                      
                      
                      
                      -Due
      August 5, 2010
                      
                      
                      2,083
                      
                      
                      
                      -Due
      August 25, 2010
                      
                      
                      2,201
                      
                      
                      
                      -Due
      August 26, 2010
                      
                      
                      880
                      
                      
                      
                      -Due
      September 8, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      September 9, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      September 10, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      September 11, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      September 15, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      September 16, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      September 17, 2010
                      
                      
                      1,320
                      
                      
                      
                      -Due
      September 22, 2010
                      
                      
                      1,467
                      
                      
                      
                      -Due
      September 29, 2010
                      
                      
                      5,133
                      
                      
                      
                      -Due
      before March 31, 2010,subsequently
      repaid on due date
                      
                      
                      -
                      
                      
                      
                      19,890Total
                      
                      $
                      51,340
                      
                      
                      $
                      19,890
 
 The bills
are secured restricted cash of the Company of $45,438 and$19,890 at March
31, 2010 and September 30, 2009, respectively. See Note 5.
 
 The
weighted average annual interest rates of the bills financing were 3.02% and
2.14% as of March 31, 2010 and September 30, 2009, respectively. Interest
expense was $837 and $342 for the six months ended March 31, 2010 and 2009,
respectively.
  F-22
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands except net income per share)
 
 14.
              ACQUISITION
  On
March 31, 2010, the Company acquired from the Min Tai Lighting Corporation
(“Min Tai”) shareholders all of the issued and outstanding shares of capital
stock of Min Tai for $7,860 in cash.  Min Tai is a company in the
lighting industry located in Zhejiang Province of the PRC.
 
 Min Tai
started operations from December 2009, and had no revenue or expenses up to
March 31, 2010. Therefore Min Tai’s operation has no substantial effect on the
net income of the Company for the six months ended March 31, 2010.
  The
following are the assets acquired and liabilities assumed:
  March
      31, 2010Equipment
                      
                      $
                      11,560Cash
                      
                      
                      15Total
      assets purchased
                      
                      
                      11,575Other
      payable
                      
                      
                      (1,100
                      )Deferred
      tax payable
                      
                      
                      (2,615
                      )Total
      liabilities assumed
                      
                      
                      (3,715
                      )Net
      assets acquired
                      
                      
                      7,860Total
      consideration paid
                      
                      $
                      7,860
 
 The fair
value of the equipment of $11,560 was determined by the management
with reliance on a valuation report prepared by an independent appraisal
firm named Greater China Appraisal Limited.
  F-23
 
 CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 15.
              GOVERNMENT
      SUBSIDIES
 
 Since
2008 the central government of the PRC agreed to grant the Company subsidies for
selling energy - saving lighting products at a discount price on a condition
that the products are sold to retail customers. Revenues of $1,870 and
$4,283 were recorded as revenue derived from government subsidies for the six
months ended March 31, 2010 and 2009. Of the total, $1,525 of the government
subsidies revenue recognized in the six months ended March 31,
2009 was associated with the sales for the year ended September 30, 2008.
As the Company sold their products to distributors rather than retail customers
for the year ended September 30, 2008, they were not able to make an appropriate
estimate for the amount of the government subsidies receivable then. Therefore,
such amount was recorded as revenue derived from government subsidies upon
receipt for the six months ended March 31, 2009. The remaining $1,870 and
$2,758 of the government subsidies revenue was associated with the sales
made during the six months ended March 31, 2010 and 2009, respectively. Since
the Company changed their selling strategy and sold products directly to retail
customers, they were able to make an appropriate estimate for the amount of
government subsidies receivable, and therefore, such amount was recorded as
revenue derived from government subsidies for the six months ended March 31,
2010. The government subsidies receivable of $1,870 is included in the
accounts receivable balance at March 31, 2010.
 
 For the
six months ended March 31, 2010 and 2009 the Company was granted and
received unconditional government subsidies of $63 and $196 for its achievement
in developing new technology, which were recorded as other income. The
Company recognized such government subsidies as income upon receipt because
these subsidies are unconditional and for the Company’s past
achievement.
  F-24
 CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 16.
              FINANCIAL
      OBLIGATIONS, SALE-LEASEBACK
 
 In
September 2007, the Company refinanced its machinery under a sale-leaseback
arrangement. Under the sale-leaseback agreement, the facility was sold for RMB
30,000 ($4,376) and concurrently, the Company leased the facility back for an
amount aggregating RMB 30,000 ($4,376) with a weighted average interest rate of
8.16%, payable in periodic installments through September 2010. Among the
selling price of RMB 30,000 ($4,376), RMB 20,000 ($2,917) was received in cash,
and the remaining balance of RMB 10,000 ($1,459) was treated as an interest
bearing security deposit to be applied to future lease payments. The transaction
was accounted for as a financing arrangement, wherein the property remains on
the Company’s books and will continue to be depreciated. A financial
obligation in the amount of RMB 20,000 ($2,917), representing the net proceeds
of the sale, was presented as “Financial obligations, sale-leaseback” in the
Company’s Balance Sheets, and is being reduced by lease payments under the
financial obligation. The Company has an option to purchase the facility for RMB
300 ($44) at the expiration of the lease. The financial obligation is guaranteed
by Yinbao Childcare, a related party of the Company. See Note 9(b).
 
 In June
2008, the Company refinanced its machinery under a sale-leaseback arrangement.
Under the sale-leaseback agreement, the facility was sold for RMB 40,000
($5,835) and concurrently, the Company leased the facility back for an amount
aggregating RMB 40,000 ($5,835) with a weighted average interest rate of 8.16%,
payable in periodic installments through June 2011. Among the selling price of
RMB 40,000 ($5,835), RMB 26,666 ($3,889) was received in cash, and the remaining
balance of RMB 13,334 ($1,946) was treated as an interest bearing security
deposit to be applied to future lease payments. The transaction was accounted
for as a financing arrangement, wherein the property remains on the Company’s
books and will continue to be depreciated. A financial obligation in the
amount of RMB 26,666 ($3,889), representing the net proceeds of the sale, was
presented as “Financial obligations, sale-leaseback” in the Company’s Balance
Sheets, and is being reduced by lease payments under the financial
obligation. The Company has an option to purchase the facility for RMB 400 ($58)
at the expiration of the lease.
 
 March
      31,
                    
                    
                    September
      30,2010
                    
                    
                    2009(Unaudited)Financial
      obligations, sale-leaseback
                    
                    $
                    6,847
                    
                    
                    $
                    6,825Less:
      Accumulated amortization
                    
                    
                    (5,238
                    )
                    
                    
                    (3,788
                    )Financial
      obligations, sale-leaseback, net
                    
                    
                    1,609
                    
                    
                    
                    3,037Less:
      Current portion
                    
                    
                    1,609
                    
                    
                    
                    2,413Long-term
      portion
                    
                    $
                    -
                    
                    
                    $
                    624
 
 As of
March 31, 2010, future minimum payments required under non-cancellable
sale-leaseback are:
 
 Year Ended March 31,
                      
                      Amount(Unaudited)2011
                      
                      $
                      1,887Total
      minimum lease payments
                      
                      
                      1,887Less:
      Amount representing interest
                      
                      
                      278Present
      value of net minimum lease payments
                      
                      $
                      1,609
 
 Amortization
of the financial obligations for the six months ended March 31, 2010 and 2009
was $187 and $274, respectively.
  F-25
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 17.
              INCOME
      TAXES
  (a)
              Corporation
      Income Tax (“CIT”)
 
 At March
31, 2010, the Company had US federal net operating loss carryforward of
approximately $266 expiring beginning in 2009 in varying amounts
through 2028.
 
 FASB ASC
740 (formerly SFAS No. 109 Accounting for Income Taxes) requires that a
valuation allowance be established when it is more likely than not that all or a
portion of deferred tax assets will not be realized. The Company estimates
they will not have net operating income in the United States.  As
such, the Company recorded a 100% valuation allowance against its net
deferred tax asset associated with net operating loss carry forward as
of March 31, 2010.
 
 The
People’s Republic of China
 
 On March
16, 2007, the National People’s Congress of China approved the Corporate Income
Tax Law of the People’s Republic of China (the “new CIT Law”), which was
effective on January 1, 2008.  Under the new CIT Law, the corporate income
tax rate applicable to the Company starting from January 1, 2008 is 25%. The new
CIT Law has an impact on the deferred tax assets and liabilities of the Company.
The Company adjusted deferred tax balances as of September 30, 2009 based on
their best estimates and will continue to assess the impact of such new law in
the future. The effects arising from the enforcement of the new CIT law have
been reflected in the accounts.
 
 The
Company uses FASB ASC 740 (formerly FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (“FIN 48”)). – AN INTERPRETATION OF
FASB STATEMENT NO. 109, ACCOUNTING FOR INCOME TAXES. The Interpretation
addresses the determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial statements. Under
FIN 48, we may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also
provides guidance on recognition, classification, interest and penalties on
income taxes, accounting in interim periods and requires increased disclosures.
As of March 31, 2010, the Company did not have a liability for unrecognized tax
benefits.
 
 CH
Technology received official designation by the local tax authority as a
foreign-invested enterprise engaged in manufacturing activities, and
it exempts from enterprise income tax for two years commencing from the
first profitable year in 2007, followed by a 50% reduction for the next three
years.
 
 CH
Lighting PRC received official designation by the local tax authority as a High
and New-Tech Enterprise, and the applicable income tax is 15% from January
1, 2008 to December 31, 2010.
 
 Dividends
payable by a foreign invested enterprise to its foreign investors are subject to
a 10% withholding tax, unless any foreign investor’s jurisdiction of
incorporation has a tax treaty with the PRC that provides for a different
withholding arrangement.
  F-26
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 17.
              INCOME
      TAXES (CONTINUED)
 
 Income
tax (expense) benefit consist of the following:
  Three
      Months Ended March 31,
                      (Unaudited)
                    
                    
                    Six
      Months Ended March 31,
                      (Unaudited)2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009Current
                    
                    $
                    (31
                    )
                    
                    $
                    168
                    
                    
                    $
                    (97
                    )
                    
                    $
                    (66
                    )Deferred
                    
                    
                    (37
                    )
                    
                    
                    (132
                    )
                    
                    
                    2
                    
                    
                    
                    (466
                    )Withholding
      tax
                    
                    
                    (26
                    )
                    
                    
                    -
                    
                    
                    
                    (74
                    )
                    
                    
                    -Income
      tax (expense) benefit
                    
                    $
                    (94
                    )
                    
                    $
                    36
                    
                    
                    $
                    (169
                    )
                    
                    $
                    (532
                    )
 
 Reconciliation
from the expected income tax expenses calculated with reference to the statutory
tax rate in the PRC of 25%is as
follows:
 
 Three
      Months Ended March 31,
                      (Unaudited)
                    
                    
                    Six
      Months Ended March 31,
                      (Unaudited)2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009Computed
      “expected” income taxexpense
                    
                    $
                    (105
                    )
                    
                    $
                    (109
                    )
                    
                    $
                    (183
                    )
                    
                    $
                    (1,229
                    )Effect
      on tax incentives / holiday
                    
                    
                    37
                    
                    
                    
                    91
                    
                    
                    
                    102
                    
                    
                    
                    281Permanent
      differences
                    
                    
                    -
                    
                    
                    
                    208
                    
                    
                    
                    (14
                    )
                    
                    
                    915Withholding
      tax
                    
                    
                    (26
                    )
                    
                    
                    (154
                    )
                    
                    
                    (74
                    )
                    
                    
                    (499
                    )Income
      tax (expense) benefit
                    
                    $
                    (94
                    )
                    
                    $
                    36
                    
                    
                    $
                    (169
                    )
                    
                    $
                    (532
                    )
 
 Components
of net deferred tax liabilities are as follows:
 
 March
      31,
                              
                              
                              September
      30,2010
                              
                              
                              2009(Unaudited)Deferred
      tax assets
      (liabilities):Current
      portion:Provision
      of doubtful accounts
                              
                              $
                              412
                              
                              
                              $
                              438Provision
      and accruals
                              
                              
                              97
                              
                              
                              
                              57Discount
      of notes receivable
                              
                              
                              220
                              
                              
                              
                              356Sales
      cut off
                              
                              
                              (399
                              )
                              
                              
                              (397
                              )Subtotal
                              
                              
                              330
                              
                              
                              
                              454Non-current
      portion:Depreciation
                              
                              
                              105
                              
                              
                              
                              110Min
      Tai acquisition
                              
                              
                              (2,615
                              )
                              
                              
                              -Other
      comprehensive income
                              
                              
                              (534
                              )
                              
                              
                              (534
                              )Net
      operating loss carry forward
                              
                              
                              325
                              
                              
                              
                              168Less:
      Valuation allowance
                              
                              
                              (191
                              )
                              
                              
                              (168
                              )Withholding
      tax
                              
                              
                              (957
                              )
                              
                              
                              (880
                              )Subtotal
                              
                              
                              (3,867
                              )
                              
                              
                              (1,304
                              )Net
      deferred tax liabilities
                              
                              $
                              (3,537
                              )
                              
                              $
                              (850
                              )
  F-27
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands except net income per share)
 
 17.
              INCOME
      TAXES (CONTINUED)
 
 (b)
              Value
      Added Tax (“VAT”)
 
 Enterprises
or individuals, who sell commodities, engage in repair and maintenance or import
or export goods in the PRC are subject to a value added tax in accordance with
Chinese Laws. The VAT standard rate is 17% of the gross sale price. A credit is
available whereby VAT paid on the purchases of semi-finished products or raw
materials used in the production of the Company’s finished products can be used
to offset the VAT due on the sales of the finished products.
  On
January 1, 2002, the export policy of VAT "Exemption, Credit and Refund" began
to apply to all exports by manufacture-based enterprises. In accordance with
this policy, exported goods are exempted from output VAT and the input VAT
charged for purchases of the raw materials, components and power consumed for
the production of the exported goods may be refunded. Beginning July 1, 2008,
the refund rates of lighting source products applicable to Zhejiang CH and CH
Technology were ranging from 17% to 13%.
 
 The
refundable VAT of $334 and $390 at March 31, 2010 and September 30,
2009, respectively, are included in other receivables in the accompanying
condensed consolidated balance sheets.
 
 (c)
              Tax
      Holiday
  Income
before income tax expenses was $734 and $4,919 for the six months
ended March 31, 2010 and 2009, which was mainly attributed to subsidiaries with
operations in China. Income tax expense related to China income for the six
months ended March 31, 2010 and 2009 was $169 and $532, respectively.
The combined unaudited pro forma effects of the income tax expense exemption and
reduction available to us are as follows:
 
 ThreeMonths
      EndedMarch31,
                      (Unaudited)
                    
                    
                    Six Months EndedMarch31,
                      (Unaudited)2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009Effect
      on tax incentives / holiday
                    
                    $
                    37
                    
                    
                    $
                    91
                    
                    
                    $
                    102
                    
                    
                    $
                    281Basic
      net income per share exclude tax holiday effect
                    
                    $
                    0.00
                    
                    
                    $
                    0.00
                    
                    
                    $
                    0.00
                    
                    
                    $
                    0.00
 
 18.
              DISTRIBUTION
      OF INCOME
 
 As
stipulated by the relevant laws and regulations for sino-foreign joint
enterprises in the PRC, the PRC Subsidiaries are required to maintain certain
statutory reserves, which include a general reserve fund, an enterprise
expansion fund and staff welfare and incentive bonus fund. The statutory
reserves are to be appropriated from statutory net income as stipulated by
statute or by the board of directors of respective subsidiaries and recorded as
a component of stockholders' equity.
 
 All PRC
subsidiaries are required by relevant laws and regulation to transfer at least
10% of their after tax profit determined in accordance with the PRC accounting
rules and regulations to a statutory surplus reserve until such reserve balance
reaches 50% of the PRC Subsidiaries’ registered capital.
 
 For the
six months ended March 31, 2010 and 2009, the Company transferred $70 and $131
to the statutory surplus reserve respectively.
 
 The
statutory surplus reserve can only be utilized to offset prior years' losses or
for capitalization as paid-in capital. No distribution of the remaining reserves
shall be made other than upon liquidation of the PRC Subsidiaries.
  F-28
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 19.
              COMMITMENTS
      AND CONTINGENCIES
 
 (a)
              Operating
      Lease Commitments
 
 As of
March 31, 2010, the Company entered into an operating lease agreement for
its office and is required to pay the remainder of the rental fee of
$26 within one year.
 
 (b)
              Capital
      Commitments
 
 The
Company entered into an unconditional purchase commitment for construction
projects of $8,737 payable within one year as of March 31, 2010.
 
 (c)
              Contingencies
 
 As of
March 31, 2010, the Company provided corporate guarantees for bank loans
borrowed by an unrelated company incorporated in the PRC (“Company
A”). Associated with the corporate guarantee, Company A also provided a
cross guarantee for the bank loans of $29,460 borrowed by the
Company. See Note 13(a).  If Company A defaults on the repayment
of its bank loans when they fall due, the Company is required to repay the
outstanding balance. As of March 31, 2010, the guarantee provided for the bank
loans borrowed by Company A was approximately $3,668, which consists of the
following:
 
 March 31,
      2010(Unaudited)Due
      May 26, 2010
                      
                      $
                      1,174Due
      May 26, 2010
                      
                      
                      293Due
      June 10, 2010
                      
                      
                      734Due
      December 1, 2010
                      
                      
                      924Due
      December 28, 2010
                      
                      
                      543Total
                      
                      $
                      3,668
 
 Adefault by Company Ais considered remote by the management.
Based on the information available tothe management, the fair values of the
guarantees granted by the Company are considered not material and therefore no
liability for the guarantor's obligation under the guaranteewasrecognized as ofMarch 31, 2010.
  F-29
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousand except number of shares and years)
 
 20.
              GEOGRAPHICAL
      SALES AND SEGMENTS
 
 Information
for the Company’s sales by geographical area for the three and six months ended
March 31, 2010 and 2009 are as following:
 
 Three
      Months Ended
                      March
      31,
                      (Unaudited)
                    
                    
                    Six
      Months Ended
                      March
      31,
                      (Unaudited)2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009China,
      including Hong Kong
                    
                    $
                    4,371
                    
                    
                    $
                    3,932
                    
                    
                    $
                    12,763
                    
                    
                    $
                    13,319Middle
      East
                    
                    
                    1,553
                    
                    
                    
                    762
                    
                    
                    
                    3,799
                    
                    
                    
                    4,265Korea
                    
                    
                    808
                    
                    
                    
                    734
                    
                    
                    
                    2,957
                    
                    
                    
                    1,569Europe
                    
                    
                    4,262
                    
                    
                    
                    2,041
                    
                    
                    
                    7,289
                    
                    
                    
                    4,395United
      States
                    
                    
                    270
                    
                    
                    
                    61
                    
                    
                    
                    711
                    
                    
                    
                    137Africa
                    
                    
                    35
                    
                    
                    
                    83
                    
                    
                    
                    155
                    
                    
                    
                    83South
      America
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    35
                    
                    
                    
                    -Others
                    
                    
                    683
                    
                    
                    
                    772
                    
                    
                    
                    947
                    
                    
                    
                    2,806Total
                    
                    $
                    11,982
                    
                    
                    $
                    8,385
                    
                    
                    $
                    28,656
                    
                    
                    $
                    26,574
 
 The
Company operates one business segment for the three and six months ended
March 31, 2010 and 2009.
 
 21.
              STOCK-BASED
      EMPLOYEE COMPENSATION ARRANGEMENT
 
 On June
15, 2008, Mr. Zhao and certain key management personnel of CH Lighting (the
“Employees”) entered into stock-based employee compensation agreements, which
enable those key management personnel to acquire 470 shares (4.7%) of the issued
and outstanding common stocks of KEG (the “Award Stocks”) from Mr. Zhao.
Pursuant to the stock-based employee compensation agreements, 125 shares of
Award Stocks were fully vested immediately and the remaining 345 shares of Award
Stocks will be vested on each anniversary date of the original grant on a pro
rata basis over 5 years until all awards are vested (the “Vesting Period”). If
the Employees are unable to remain in office during the Vesting Period, Mr. Zhao
is entitled to re-purchase the unvested Award Stocks.
 
 The
Company adopted FASB ASC 718 (formerly SFAS No. 123R, Share-based payment) to
recognize an expense for unvested share-based compensation that has been issued
or will be issued after that date. The Company adopted FASB ASC 718 on
a prospective basis.
 
 Compensation
expense attributed to the stock-based employee compensation agreements is based
on the fair value of the Award Stocks on the grant date. Compensation expense is
recognized between the grant date and the vesting date on a straight-line basis
for each individual award stock. Fair value of stock awards is determined using
a Direct Comparison Method under Market Approach which assumes sale of the
awarded stock in its existing state with the benefit of immediate availability
and by making reference to comparable sale transactions as available in the
relevant markets. This valuation method was used because at the time of grant
the fair value was not determinable by the market price because KEG is a private
company. The fair value of the Award Stocks of $8 per award stock was determined
by the management with reliance on a valuation report prepared by an independent
firm of qualified professional valuation consultants not connected to the
Company which has appropriate qualifications and recent experience in the
valuation of similar instruments.
 As
of March 31, 2010, 216 shares of Award Stocks were outstanding
and unvested.
  F-30
  CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2010 AND 2009
 (UNAUDITED)
 (In
thousands)
 
 21.
              STOCK-BASED
      EMPLOYEE COMPENSATION ARRANGEMENT
(CONTINUED)
 
 The fair
value of the stock-based compensation expense for the six months ended March 31,
2010 and 2009 was $207 and $0, respectively. The intrinsic value of the
remaining 216 shares at March 31, 2010 is approximately $1,663.
  F-31




ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION




Forward
Looking Statements




The
following discussion of the financial condition and results of operations of CH
Lighting International Corporation (the “Company”) is based
upon and should be read in conjunction with our unaudited condensed consolidated
financial statements and their related notes included in this report. This
report contains forward-looking statements. Generally, the words “believes”,
“anticipates”, “may”, “will”, “should”, “expect”, “intend”, “estimate”,
“continue” and similar expressions or the negative thereof or comparable
terminology are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, including the matters set forth
in this report or other reports or documents we file with the SEC from time to
time, which could cause actual results or outcomes to differ materially from
those projected. Undue reliance should not be placed on these forward-looking
statements which speak only as of the date hereof. We undertake no obligation to
update these forward-looking statements.  All dollar amounts in this
Quarterly Report are in thousands unless otherwise indicated.




Prior
Operations of the Company




The
Company’s predecessor, Innovative Coatings, a Georgia corporation, ceased
operations in June 2003.  On August 1, 2003, ICC Holdings Corp. was formed
as a wholly-owned subsidiary of Innovative Coatings.  Also on August 1,
2003, Instachem Systems was formed as a wholly-owned subsidiary of ICC Holdings
Corp. and ICC Merger Corp. was formed as a wholly-owned subsidiary of Instachem
Systems.  On August 11, 2003, ICC Holdings Corp. merged with its parent
company, Innovative Coatings, to change its U.S. state of incorporation from
Georgia to Oklahoma.  On August 12, 2003, ICC Merger Corp. bought ICC
Holdings Corp. A new corporation with ownership unrelated to the above,
Sino-Biotics, Inc. was formed in Delaware on July 6, 2005.  On July 18,
2005, Instachem Systems sold ICC Merger Corp. to an individual for $500.
 On July 19, 2005, Sino-Biotics, Inc. bought Instachem Systems. As a result
of the above, the pre-existing creditors of the original operating entity,
Innovative Coatings, were spun off through the sale of ICC Merger in July
2005.





The
Share Exchange Transaction





On July
16, 2008 (the “Closing
Date”), Sino-Biotics, Inc. entered into a Share Exchange Agreement (the
“Exchange
Agreement”) with CH International Holdings Limited, a British Virgin
Islands investment holding company (“CH International”)
and KEG International Limited, a British Virgin Islands company and the sole
stockholder of CH International (the “Stockholder”). As a
result of the share exchange, Sino-Biotics, Inc. acquired all of the issued and
outstanding securities of CH International from the Stockholder in exchange for
Ninety-Three Million (93,000,000) newly-issued shares of Sino-Biotics, Inc.’s
common stock, par value $0.001 per share (“Common Stock”),
representing seventy-seven and one half percent (77.5%) of the issued and
outstanding Common Stock as of the Closing Date (the “Exchange”).  As
a result of the Exchange, CH International became a wholly-owned subsidiary of
Sino-Biotics, Inc.




From
its inception through the closing of the Exchange, the Company has not had any
operations. Prior to the Exchange, the Company was considered a “blank check”
company with US$500 in assets and with a net loss of approximately US$80,227 for
the fiscal year ending September 30, 2007.  As of March 31, 2008, the
Company had approximately US$21,900 in liabilities. As of July 16, 2008, the
Company did not have any liabilities.





CH
International, the wholly-owned and chief operating subsidiary of the Company,
is an international investment holding company founded in the British Virgin
Islands on April 30, 2004.  CH International’s wholly-owned operating
subsidiaries are as follows: (a) Zhejiang Shaoxing CH Lamps Manufacturing
Company (“CH
Lamps”), a company organized under the People’s Republic of China (the
“PRC”) on
December 13, 1999; (b) Zhejiang CH Lighting Company Limited (“CH Lighting PRC”), a
company organized under the laws of the PRC on September 27, 2000; (c) CH
Lighting (Hong Kong) Limited, a company organized under the laws of Hong Kong on
November 10, 2000 and a wholly-owned subsidiary of CH Lighting PRC (“CH Hong Kong”); and
(d) Zhejiang CH Lighting Technology Company Limited, a company organized under
the laws of the PRC on March 31, 2003 (“CH
Technology”).


4





CH
International also owns ninety percent (90%) of Shangyu CH Laboratory Testing
Company Limited, a company organized under the laws of the PRC on January 7,
2008 (“CH Lab”,
and together with CH International, CH Lamps, CH Lighting PRC, CH Hong Kong and
CH Technology, the “Group”).




Our
Common Stock is currently traded on the Over-The-Counter Bulletin Board (“OTCBB”) and on the
Pink Sheets under the symbol “CHHN.OB”.





Current
Operations of the Company (General Development of Business)




Introduction





CH Lamps
manufactures and sells fluorescent lamp tubes, bulbs, luminaries and other
decorative products. CH Lighting PRC currently manufactures and sells lighting
products and luminaries (light fitting parts).  In order to increase
our sales volume in the international market and upon approval by the PRC’s
Ministry of Commerce in November 2005, CH Lighting PRC purchased CH Hong Kong,
which is mainly engaged in the export trade and information technology
services.  CH Technology manufactures and sells sterilized electronic
appliances, lighting equipment and luminaries.  CH Lab was established
on January 7, 2008 in the PRC and currently provides laboratory testing services
for lighting sources and electronic products.





On
March 31, 2010, the Company acquired from the Min Tai Lighting Corporation
(“Min Tai”) shareholders all of the issued and outstanding shares of capital
stock of Min Tai.  Min Tai is a company in the lighting industry
located in Zhejiang Province of the PRC.





Summary
of Current Business of the Company




The Company is dedicated to developing,
manufacturing and selling healthy, energy-efficient, environmentally-friendly
(green) and innovative high-end products and relevant services in the
fluorescent lighting field. The Company offers ten (10) series and over 1,000
types of products, including “special light” sources, “general light” sources
and luminaries for the home and for businesses (office buildings), and lighting
electronics. The Company is one of the leading producers in China’s “special
light” market, including product innovation, specification and sales. Currently,
the Company has the product series most collected in the “Government Purchasing
List of Energy-Saving Products” in China (a list of compulsory purchase items by
which the Chinese government enforces the procurement of energy-efficient
products by governmentaldepartments
and local authorities).




The Company has three (3) major
production facilities: CH Lighting PRC, CH Lamps and CH Technology, collectively
covering 62,000m2, with
floor area of 70,000m2, having
fifteen (15) automatic light source production lines, capable of producing 120
million light sources and 17 million sets of  luminaries
annually.




The Company also established a Special
Light Source Research Center in 2003 and a Light Source and Fitting Inspection
and Development Laboratory in January 2008, of which the latter has been
declared a state-accredited laboratory. Furthermore, the Company employs an
external consulting team composed of over 21 professors and experts in the
industry. The Company has 132 patents (including 25 patents pending) and is a
participant as well as contributor to various China Lighting Industry
Standards.




The Company has 32 established offices
in China and has cooperative agreements with over 480 distributors in the
Chinese market and over 300 foreign customers in the international market. The
Company has established agents in Saudi Arabia and Belgium that distribute
self-owned brands in the Middle East and in the European markets.  The
Company is currently in the process of establishing agents in the United
States.


5


Description
of Company Business Segments




The
Company is dedicated to developing, manufacturing and selling healthy,
energy-saving, green and innovative high-end products and relevant services in
the fluorescent lighting field. The Company sets very high and strict quality
and environmental standards for all of our products.  Our revenues are
mostly generated from the sales of our products in China and
abroad.  For the most part, our sales are seasonal, with the first
calendar quarter being the low season, in light of the Chinese New Year
festivities, and the fourth calendar quarter being our peak season.




We are not required to carry
significant amounts of inventory to meet rapid delivery requirements of our
foreign customers as most of our foreign sales are “made to order” products.
However, we are required to carry significantamounts of inventory to
meet rapid delivery requirements of our domestic (Chinese)
customers.  We have not experienced serious problems with the quality
of our products, therefore we do not provide extra warranties or guarantees to
our customers unless they return the goods because of issues with
quality.  The Company has standard payment terms and for the most
part, it does not provide payment extensions to customers.





Our revenues from the sale of our
products were US$14,047,000 for fiscal year 2005 (100% of all revenues),
US$15,225,000 for fiscal year 2006 (100% of all revenues), US$32,379,000 for
fiscal year 2007 (100% of all revenues), US$90,864,000 for fiscal year 2008
(100% of all revenues) and US$57,459,000 for fiscal year 2009 (100% of all
revenues). A list of our products and services can be found in our Annual Report
on Form 10-K as filed with the SEC on December 29, 2009 and on our website at
http://chlighting.com.





Enterprise
Marketing Strategy and Methods of Distribution





Domestic
Marketing Strategy




The Company owns patents for special
lighting lamps and currently holds a leading position in the Chinese domestic
market. The Company’s sale of products has yielded positive results since 2006
when it entered the Chinese market. Set forth below are some key features of the
Company’s domestic marketing strategy:




·
            Effective
      and Professional Sales Team. The Company is aware of the
      importance of effective and professional sales teams.  As a
      result, we recruit dynamic and enthusiastic personnel.  We offer
      a very competitive package and we provide full-scale trainings to
      continuously enhance our personnel’s performance. In addition to
      day-to-day sales training, the Company’s domestic marketing center holds
      Marketing Training Camp, hiring renowned teachers from Beijing and other
      places throughout the country to provide training courses designed to
      build a cohesive, creative, strong team with effective marketing
      skills.





·
            Expansion
      of Sales Network.The Company aims to continue to expand its domestic market share and
      improve points of sales. At present, it has 32 offices and has
      relationships with more than 480
  distributors.





·
            Energy
      Savings and Emission Reduction.The Company intends to
      participate actively in government projects involving replacement and
      procurement of green lighting, group procurement of enterprises and
      institutions and bidding for major projects. The Company plans to
      establish contacts with provincial and municipal governments to promote
      its energy-saving products. Through the Company’s implementation of a
      corresponding discount policy, the Company plans to increase the intensity
      of cultivation in the market, making the design and concepts of its
      products fully recognized by channel partners, consumer groups and
      lighting designers. At the same time, consistent with national policies of
      energy-savings and emissions reduction, the Company intends to fully
      utilize its advantage in advanced lighting technology to enhance
      development with innovative lighting design, to provide complimentary
      products and to accelerate the upgrading of products. The Company plans to
      continue to maintain extensive cooperation with key branded enterprises to
      ensure increasing orders from old customers and to develop new
      customers.





·
            Strengthen
      Brand Promotion.In
      order to continuously enhance our customers’ awareness, the Company
      intends to continue to collaborate with various media sources to promote
      its brand. It has established strategic cooperation with CCTV2 (China
      Television) and with the print media as well as purchased large-scale
      outdoor advertising on the Shanghai-Hangzhou and Hangzhou - Ningbo
      Expressways. The Company also plans to continue to maintain its
      professional website (http://chlighting.com), search engines and exhibitions
      in China and abroad to develop new customer groups. Furthermore, the
      Company plans to continue to employ the top products planning corporation
      in China (Guangzhou Zhonghe Jiuding Planning Company) as the Company’s
      products promotion planning
consultant.




6





International
Marketing Strategy




·
            Participating
      in International Lighting Fair.The Company currently
      participates in more than 10 exhibitions abroad annually, such as
      international lighting fairs in Hong Kong, Frankfurt, Nuremberg, New York,
      Las Vegas and Italy and plans to continue to do so. The Company continues
      to improve its influence and to expand its sales in the international
      market. The purpose of participation in the exhibitions is not only to
      contact new customers but also to exhibit the strength of the Company and
      its brand image.




·
            International
      Market District Management.The global market of the Company
      is divided into several regions, including Europe, America, Asia and the
      Middle East. There is a sales team responsible for the promotion of our
      products and negotiation of the business arrangements in each regional
      market. The Company plans to adopt specific strategies and practices for
      each of the regional
markets.





·
            Brand
      Enterprise (Manufacturer) Cooperation.There are two (2) methods
      employed with respect to the manufacturing of our products. The first is
      “ODM”, whereby the structure, appearance and technical aspects of our
      products are developed and designed by the Company.  However
      after the completion of their development and production, such products
      are sold with trademarks of certain clients. These products are usually
      mass produced in accordance with the placement of orders by such clients.
      The other method is “OEM”, whereby our products are made in cooperation
      with certain third party enterprises such as GE Lighting, Sylvania, and
      other large multinational groups. For example, our plant growth lamp
      co-developed by the Company and Huazhong Agricultural University is sold
      in Europe, the United States and Australia. We have established
      cooperation with a number of large enterprises such as Interpet, Arcardia
      of Britain, Croci SpA of Italy, PENN-PLAX and SUNPARK of United States,
      AVK LIGHTING of Australia and Narva of Germany to develop the global
      market for plant growth
lamps.





Product
Sales Strategy (Domestic and International Sales)





Domestic
Sales through Distributors





The Company entered the high-tech
domestic Chinese lighting market in 2006. Currently, 32 offices exist in China,
forming a three-level sales network in counties, cities and provinces, with
point-of-sale locations across the country.  These contribute toward
an efficient marketing system. Each office is responsible for providing
professional services to its local dealers and consumers. The Company has
implemented a regional distribution system in the Chinese domestic market,
establishing long-term cooperative relationships with approximately 450
distributors. The Company builds up composite-end sales channels including
franchise stores, lighting centers and counters to increase its market
competitiveness.




International
Sales through Distributors





The Company also implements its
distribution system in the international market. In the Middle East, the Company
has a regional agent in Saudi Arabia that is solely responsible for the product
in the local Middle East market.  In the European market, the Company
has a regional agent in Belgium who is in charge of regional marketing. The
Group has also set up a branch in Hong Kong responsible for marketing the
businesses to the Asia-Pacific region.


7


Domestic
Replacement Market





In 2007,
the size of China's domestic for the T8 halogen powder lamp was 1 billion lamps.
Currently, as a result of the requirements for energy savings and emissions
reduction policies, According to
[                     ],
T8 halogen powder lamps are one of the main products which should be replaced.
The total replacement market for T8 halogen powder lamps, which have an average
useful life of about 2 years, is estimated to be not less than 2 billion sets
per year. If 10% of the lamps are to be replaced, the replacement market would
be at least 200 million per year. Users that are pressing for replacement of
such lamps in China include manufacturing enterprises, large-scale commercial
enterprises (especially supermarket chains and large stores), colleges and
universities, primary and secondary schools and other educational institutions,
hospitals, railway stations, airports, libraries and other public buildings and
facilities, government agencies, institutions and office buildings.




Our
T5-integrated conversion stand product (also known as the “Power-Saving
Treasure”) is most suitable to replace the T8 halogen powder lamp and ballast
without changing the original lamps, and can provide significant energy-saving
benefits to users. It can be used as the energy-saving replacement for units,
enterprises, schools, stores, supermarkets and hospitals.





Since the
Company offers energy-saving lighting products such as the “Power-Saving
Treasure”, we believe that we have the competitive edge in the replacement
market and the marketing model of “contract energy management” (as described
below). We believe that participation and engagement of the Company in
energy-saving lighting rebuilding (and replacement) projects is an important
growth point for the development of the Company. The Company has already begun
to provide replacement services for users.  This has given us positive
evaluations and a good reputation in the field of energy-saving lighting since
2005. Typical users include the following:




·
            Government
      Offices.In October
      2007, the Company was the first domestic enterprise appointed by
      Zhongnanhai (General Office of the State Council) to rebuild energy-saving
      lighting systems at the central and state agencies held by the Government
      Offices Administration of the State Council. The first group of users
      included: Zhongnanhai (General Office of the State Council), the Ministry
      of Finance, Ministry of Commerce, Ministry of Information Industry, State
      General Administration of Quality Supervision and Inspection, State
      Administration of Work Safety Supervision, Ministry of Supervision, the
      State Tourism Administration, the State Meteorological Administration, the
      Chinese Academy of Sciences, the Chinese Academy of Social Sciences, the
      Legal Affairs Office of the State Council, the State Bureau for Letters
      and Calls and the China Law
Society.





·
            Green
      Lighting Procurement Projects.Recently, the Ministry of
      Finance and the State Development and Reform Commission jointly held the
      "National Project to Promote Efficient Lighting Products Tender" whereby
      more than 30 well-known enterprises bid for projects.  The
      Company won several bids for projects, including the Green Lighting
      Procurement Project of Central Government Departments under the CPC
      Central Committee.





·
            Primary
      and Secondary Schools.In 2006, the
      Company’s products achieved the top integrated score among the three most
      successful enterprises (the Company, Philips and Matsushita) involved in
      an energy-saving lighting rebuilding project of Beijing’s primary and
      secondary schools organized by the Beijing Municipal Development and
      Reform Commission. The Company’s products were used in the implementation
      of energy-saving lighting rebuilding in more than 300 primary and
      secondary schools in the Changping, Huairou, Shunyi and Mentougou
      Districts of Beijing.In September2008, the Company was named as
      the designated supplier ofShanghai Primary and SecondarySchoolClassrooms Light Environment
      ImprovementProjects.  The first phase of
      delivery and installation for the project was completed in
      November 2008.





·
            Colleges, Universities
      and other Well-known Enterprises. In August 2008, the Company was
      named as the sole supplier of Tianjin Vocational College New Campus
      Lighting Purchasing Project for which a dozen of lighting manufacturers in
      China submitted bids. In addition, the Company also successfully won the
      energy-saving lighting products replacement purchasing projects of Visual
      Arts College of Fudan University, the Ningbo Wanli International
      Aristocratic School, the Chengdu Institute of Technology, Foxconn (Suzhou)
      Co., Ltd. and Suning Appliance Chain Store (Suzhou) Co.,
    Ltd.




8


Domestic
Direct Sales





The Company is one of the key lighting
products suppliers to the Chinese government.  The government
procurement market is an important part the Company's business development, and
the Company has been very successful in such endeavors. For example, the Company
is the only enterprise in the Chinese lighting industry that was awarded the
China Energy-Saving Contribution Award for two (2) consecutive years. It has the
highest number of series of products on the Chinese government’s procurement
list of energy-saving products out of all lighting enterprises.  The
Company is the leading company participating in the national efficient lighting
products promotion project. In addition, the Company’s products were given the
status of “State Inspection-free Qualification” in China.




The
Company has a leading position in product technology, product quality, product
variety, energy saving and environmental protection. The Company has won
national key projects of government procurement of rebuilding energy-saving
lighting systems.  Additionally, it has won bids for major national
projects, including:





·
            Beijing
      Olympic Project.The
      Olympic Park National Conference Center was the main press centre and
      international broadcast centre of 2008 Beijing Olympic Games. In November
      2007, when the Olympic Park National Conference Center invited lighting
      brands in China and abroad to tender bids, the Company won the first
      place.





·
            Olympic
      Fire Command Center.The Company won the bid for Beijing lighting systems at the Olympic Fire
      Command Center.





·
            Construction of
      Infrastructure Projects. The Company has also won projects in
      public infrastructure such as the lighting system project of Beijing
      Subway Line 5, the lighting systems project of the People's Square in
      Shanghai’s subway system. At the same time, the Company has also won
      projects for offices, hotels, hospitals and other projects to provide
      lighting products and services.





·
            Chinese Government
      Procurement of Green Lighting Project. In March 2008, the Company
      successfully won the bid for the Chinese Government Procurement of Green
      Lighting Project as a result of which, the Company’s energy-saving
      lighting systems were installed in various governmental departments and
      agencies, including: the Organization Department of the Chinese
      Government, the Chinese Government Commission for Discipline Inspection,
      the National Federation of Trade Unions, International Liaison Department
      of the Chinese Government, and the People's Daily, among others. In
      addition, the Company also became the designated supplier of the
      energy-saving lighting systems replacement projects of State
      Administration for Industry and Commerce and State Administration of
      Taxation.





·
            Eleventh National
      Games Competition Venues and Training Facilities Procurement
      Project. On July 12, 2008, the Company successfully became a
      designated brand of the Eleventh National Games Competition Venues and
      Training Facilities Procurement
Project.





·
            Guangzhou 2010 Asian
      Games Venue Construction Projects. In October 2008, the
      Company successfully became a qualified supplier for the Guangzhou
      Asian Games Venue Construction Projects.  The Company ranked
      number one of all the major lighting products qualified
      vendors.





·
            Hangzhou Civic Center
      Lighting Project.In September
      2008, the Company successfully won the Hangzhou Civic Center Lighting
      Project.  The Company was required to deliver and complete the
      project within one month.  The Hangzhou Civic Center opened in
      October 2008 as the largest municipal building in the Zhejiang
      Province.


9





International
Direct Sales





Through
ten (10) years of hard work, the Company’s products have obtained critical
certifications in a number of countries (such as the EU's CE, TUV and GS, UL in
the United States, South Korea’s KS and Saudi Arabia’s SASO) which have enabled
the Company to create opportunities for ODM and OEM production for many large
companies in the international market. Through ODM and OEM, the Company's
products are sold to major multinational lighting enterprises. The Company plans
to use the influence of its brand for self-owned brand sales in the
international market and to increase sales for end-users.





Critical
Accounting Policies and Estimates





This
section should be read together with the Summary of Significant Accounting
Policies included as Note 2 to the consolidated financial statements included in
our Annual Report on Form 10-K for fiscal year ended September 30, 2009 filed
with the SEC.





Estimates
Affecting Accounts Receivable and Inventories





The preparation of our consolidated
financial statements requires management to make estimates and assumptions that
affect our reporting of assets and liabilities (and contingent assets and
liabilities). These estimates are particularly significant where they affect the
reported net realizable value of the Company’s accounts receivable and
inventories.





At March 31, 2010, the Company provided
a $2,095 reserve against accounts receivable. Management’s estimate of the
appropriate reserve on accounts receivable at March 31, 2010 was based on the
aged nature of these accounts receivable. In making its judgment, management
assessed its customers’ ability to continue to pay their outstanding invoices on
a timely basis, and whether their financial position might deteriorate
significantly in the future, which would result in their inability to pay their
debts to the Company.





At March 31, 2010, the Company provided
an allowance against its inventories amounting to $158. Management’s
determination of this allowance is based on potential impairments to the current
carrying value of the inventories due to slow moving of aged
inventories.  In making its estimate, management considered the
probable demand for our products in the future and historical trends in the
turnover of our inventories.





While the
Company currently believes that there is little likelihood that actual results
will differ materially from these current estimates, if customer demand for our
products decreases significantly in the near future, or if the financial
condition of our customers deteriorates in the near future, the Company could
realize significant write downs for slow-moving inventories or uncollectible
accounts receivable.





Estimates
Affecting Fair Value of Stock Based Compensation





Compensation
expense attributed to the stock-based employee compensation agreements is based
on the fair value of the Award Stocks on the grant date. Compensation expense is
recognized between the grant date and the vesting date on a straight-line basis
for each individual award stock. Fair value of stock awards is determined using
a Direct Comparison Method under Market Approach which assumes sale of the
awarded stock in its existing state with the benefit of immediate
availability and by making reference to comparable sale transactions as
available in the relevant markets. This valuation method was used because at the
time of grant the fair value was not determinable by the market price because
KEG is a private company. The fair value of the Award Stocks of $8 per stock
award was determined by the management with reliance on a valuation report
prepared by an independent firm of qualified professional valuation consultants
not connected to the Company which has appropriate qualifications and recent
experience in the valuation of similar instruments.





As
of March 31, 2010, 216 shares of Award Stocks were outstanding
and unvested. The fair value of the stock-based compensation expense for the six
months ended March 31, 2010 and 2009 was $207 and $0, respectively. The
intrinsic value of the remaining 216 shares at March 31, 2010 is approximately
$1,663.


10





Policy Affecting Recognition of
Revenue





Among the most important accounting
policies affecting our consolidated financial statements is our policy of
recognizing revenue in accordance with Financial Accounting Standards Board
(“FASB”) Accounting
Standards Codification (“ASC”) 605-10. Under
this policy, all of the following criteria must be met in order for us
to recognize revenue:





1.
            Persuasive
      evidence of an arrangement exists;


2.
            Delivery
      has occurred or services have been
rendered;


3.
            The
      seller’s price to the buyer is fixed or
  determinable;


4.
            Collectability
      is reasonably assured.





The majority of the Company’s revenue
results from sales contracts with distributors and revenue is recorded upon the
shipment of goods. Management conducts credit background checks for new
customers as a means to reduce the subjectivity of assuring collectability.
Based on these factors, the Company believes that it can apply the provisions of
FASB ASC 605-10 with minimal subjectivity.





Recently
Issued Accounting Pronouncement





A description of recent accounting
pronouncements is set forth under “New Accounting Standards” in Note 2 of the
Notes to the Condensed Consolidated Financial Statements contained in this
Quarterly Report on Form 10-Q, and such description is incorporated herein by
reference. Such description contains all of the information required with
respect thereto.


11





(In
thousands for dollar amounts except net income per share)





Results
of Operations





Results
of Operations for the Three (3) Months Ended March 31, 2010 Compared To the
Three (3) Months Ended March 31, 2009





The
following table sets forth a summary of certain key components of our results of
operations for the periods indicated, in thousands for dollar amounts except net
income per share and as a percentage of revenues.





Three
      Months Ended March 31,
                
                
                Three
       Months Ended March 31,2010
                
                
                2009
                
                
                2010
                
                
                2009Revenues
                
                $
                11,721
                
                
                $
                7,194
                
                
                
                97.82
                %
                
                
                85.80
                %Revenues
      from government subsidies
                
                
                261
                
                
                
                1,191
                
                
                
                2.18
                %
                
                
                14.20
                %TOTAL
      REVENUES
                
                
                11,982
                
                
                
                8,385
                
                
                
                100
                %
                
                
                100
                %COST
      OF SALES
                
                
                (9,073
                )
                
                
                (6,123
                )
                
                
                (75.72
                )%
                
                
                (73.02
                )%GROSS
      PROFIT
                
                
                2,909
                
                
                
                2,262
                
                
                
                24.28
                %
                
                
                26.98
                %Selling,
      marketing and distribution expenses
                
                
                (691
                )
                
                
                (619
                )
                
                
                (5.77
                )%
                
                
                (7.38
                )%General
      and administrative expenses
                
                
                (970
                )
                
                
                (822
                )
                
                
                (8.10
                )%
                
                
                (9.80
                )%INCOME
      FROM OPERATIONS
                
                
                1,248
                
                
                
                821
                
                
                
                10.42
                %
                
                
                9.79
                %Amortization
      of discount on notes receivable
                
                
                468
                
                
                
                -
                
                
                
                3.91
                %
                
                
                -Interest
      income
                
                
                147
                
                
                
                610
                
                
                
                1.23
                %
                
                
                7.27
                %Interest
      expense
                
                
                (1,446
                )
                
                
                (1,004
                )
                
                
                (12.07
                )%
                
                
                (11.97
                )%Other
      government subsidies
                
                
                29
                
                
                
                3
                
                
                
                0.24
                %
                
                
                0.04
                %Other
      (expenses) income
                
                
                (25
                )
                
                
                10
                
                
                
                (0.21
                )%
                
                
                0.12
                %INCOME
      BEFORE INCOME TAXES
                
                
                421
                
                
                
                440
                
                
                
                3.51
                %
                
                
                5.25
                %Income
      tax (expense) benefit
                
                
                (94
                )
                
                
                36
                
                
                
                (0.78
                )%
                
                
                0.43
                %NET
      INCOME
                
                $
                327
                
                
                $
                476
                
                
                
                2.73
                %
                
                
                5.68
                %NET
      INCOME PER SHARE, BASIC AND DILUTED
                
                $
                0.003
                
                
                $
                0.004





Revenues





Three
      Months Ended March 31,
                                  
                                  
                                  Increase
      /
                                  
                                  
                                  Increase
      /2010
                                  
                                  
                                  2009
                                  
                                  
                                  (Decrease)
                                  
                                  
                                  (Decrease)Domestic
      revenue
                                  
                                  $
                                  4,110
                                  
                                  
                                  $
                                  2,741
                                  
                                  
                                  $
                                  1,369
                                  
                                  
                                  
                                  49.95
                                  %Government
      subsidies
                                  
                                  
                                  261
                                  
                                  
                                  
                                  1,191
                                  
                                  
                                  
                                  (930
                                  )
                                  
                                  
                                  (78.09
                                  )%Overseas
      revenue
                                  
                                  
                                  7,611
                                  
                                  
                                  
                                  4,453
                                  
                                  
                                  
                                  3,158
                                  
                                  
                                  
                                  70.92
                                  %Total
      Revenues
                                  
                                  $
                                  11,982
                                  
                                  
                                  $
                                  8,385
                                  
                                  
                                  $
                                  3,597
                                  
                                  
                                  
                                  42.90
                                  %





Revenues
increased by 42.90% for the three months ended March 31, 2010 compared to the
three months ended March 31, 2009.  The increase was primarily due to
revenues from overseas sales which increased $3,158 due to the economic
recovery.





The
central government of the PRC has agreed to grant the Company subsidies for
selling energy - saving lighting products at a discounted price on the condition
that the products are sold to retail customers.  The decrease in
governmental subsidies was primarily due to the fact that there were two
government purchasing projects for the three months ended March 31, 2009, while
there was only one government purchasing project for the three months ended
March 31, 2010.


12





(In
thousands for dollar amounts)





Cost
of Sales





Three
      Months Ended March 31,
                                    
                                    
                                    Increase
      /
                                    
                                    
                                    Increase
      /2010
                                    
                                    
                                    2009
                                    
                                    
                                    (Decrease)
                                    
                                    
                                    (Decrease)Revenues
                                    
                                    $
                                    11,982
                                    
                                    
                                    $
                                    8,385
                                    
                                    
                                    $
                                    3,597
                                    
                                    
                                    
                                    42.90
                                    %Cost
      of sales
                                    
                                    
                                    9,073
                                    
                                    
                                    
                                    6,123
                                    
                                    
                                    
                                    2,950
                                    
                                    
                                    
                                    48.18
                                    %Gross
      Profit
                                    
                                    $
                                    2,909
                                    
                                    
                                    $
                                    2,262
                                    
                                    
                                    $
                                    647
                                    
                                    
                                    
                                    28.60
                                    %Gross
      Profit Rate
                                    
                                    
                                    24.28
                                    %
                                    
                                    
                                    26.98
                                    %
                                    
                                    
                                    (2.7
                                    )%
                                    
                                    
                                    (10.01
                                    )%





Cost of
goods sold increased by 48.18% for the three months ended March 31, 2010 as
compared with the three months ended March 31, 2009.  The increase is
attributable to the higher price of raw materials for our major product
power-saving lamp and the 42.90% increase in revenues.





Gross
profit increased by $647, or 28.60%, for the three months ended March 31, 2010
as compared with the three months ended March 31, 2009.  This increase
is attributable to higher sales.  Gross profit as a percentage of
revenues decreased from 26.98% in the prior period to 24.28% in the same period
of 2010 due to the fact that in 2009 the Company sold energy - saving lighting
products in connection with a government purchasing project with a higher margin
and also due to the higher price of raw materials.





Selling,
Marketing and Distribution Expenses





Three
      Months Ended March 31,
                                    
                                    
                                    Increase
      /
                                    
                                    
                                    Increase
      /2010
                                    
                                    
                                    2009
                                    
                                    
                                    (Decrease)
                                    
                                    
                                    (Decrease)Transportation
      fee
                                    
                                    $
                                    300
                                    
                                    
                                    $
                                    239
                                    
                                    
                                    $
                                    61
                                    
                                    
                                    
                                    25.52
                                    %Traveling  fee
                                    
                                    
                                    181
                                    
                                    
                                    
                                    99
                                    
                                    
                                    
                                    82
                                    
                                    
                                    
                                    82.83
                                    %Payroll
                                    
                                    
                                    62
                                    
                                    
                                    
                                    83
                                    
                                    
                                    
                                    (21
                                    )
                                    
                                    
                                    (25.30
                                    )%Office
      expense
                                    
                                    
                                    47
                                    
                                    
                                    
                                    31
                                    
                                    
                                    
                                    16
                                    
                                    
                                    
                                    51.61
                                    %Advertising
      fee
                                    
                                    
                                    20
                                    
                                    
                                    
                                    9
                                    
                                    
                                    
                                    11
                                    
                                    
                                    
                                    122.22
                                    %Sales
      commissions
                                    
                                    
                                    12
                                    
                                    
                                    
                                    140
                                    
                                    
                                    
                                    (128
                                    )
                                    
                                    
                                    (91.43
                                    )%Others
                                    
                                    
                                    69
                                    
                                    
                                    
                                    18
                                    
                                    
                                    
                                    51
                                    
                                    
                                    
                                    283.33
                                    %Total
                                    
                                    $
                                    691
                                    
                                    
                                    $
                                    619
                                    
                                    
                                    $
                                    72
                                    
                                    
                                    
                                    11.63
                                    %





Selling,
marketing and distribution expenses for the three months ended March 31, 2010
increased by $72, or 11.6%, to $691 as compared to $619 for the three months
ended March 31, 2009.  The increase in selling, marketing and
distribution expenses was primarily due to the following factors: (1) The
Company assigned agents to perform sales promotions and supporting activities in
connection with a government purchasing project and paid them promotion fees
based on their actual sales numbers.  Sales commissions also decreased
following the conclusion of a government purchasing project for Power-Saving
Treasure on March 31, 2009.  (2) Transportation fees and
traveling fees increased by $143 for the three months ended March 31, 2010 as
compared with the three months ended March 31, 2009.  This increase
was due to the increase in sales volume and management’s efforts to expand into
new markets.


13


(In
thousands for dollar amounts)





General
and Administrative Expenses





Three
      Months Ended March 31,
                                    
                                    
                                    Increase
      /
                                    
                                    
                                    Increase
      /2010
                                    
                                    
                                    2009
                                    
                                    
                                    (Decrease)
                                    
                                    
                                    (Decrease)Payroll
                                    
                                    $
                                    335
                                    
                                    
                                    $
                                    256
                                    
                                    
                                    $
                                    79
                                    
                                    
                                    
                                    30.86
                                    %Research
      and development
                                    
                                    
                                    177
                                    
                                    
                                    
                                    124
                                    
                                    
                                    
                                    53
                                    
                                    
                                    
                                    42.74
                                    %Stock-based
      employee compensation
                                    
                                    
                                    104
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    104
                                    
                                    
                                    
                                    100
                                    %Depreciation
                                    
                                    
                                    87
                                    
                                    
                                    
                                    93
                                    
                                    
                                    
                                    (6
                                    )
                                    
                                    
                                    (6.45
                                    )%Office
                                    
                                    
                                    62
                                    
                                    
                                    
                                    79
                                    
                                    
                                    
                                    (17
                                    )
                                    
                                    
                                    (21.52
                                    )%Others
                                    
                                    
                                    205
                                    
                                    
                                    
                                    270
                                    
                                    
                                    
                                    (65
                                    )
                                    
                                    
                                    (24.07
                                    )%Total
                                    
                                    $
                                    970
                                    
                                    
                                    $
                                    822
                                    
                                    
                                    $
                                    148
                                    
                                    
                                    
                                    18.00
                                    %





General
and administrative expenses for the three months ended March 31, 2010 increased
by $148, or 18%, to $970 as compared to $822 for the three months ended March
31, 2009.  Our increase in general and administrative expenses was
primarily due to the following factors: (1) A payroll increase of $79 for the
three months ended March 31, 2010 as compared with the three months ended March
31, 2009.  This increase was due to the increase in the average salary
of our administrative employees because they worked 6 days in the three months
ended March 31, 2010, while they worked 5 days in the prior period; and (2) an
increase in research and development expenses of $53 for the three months ended
March 31, 2010 as compared with the three months ended March 31,
2009.  This increase was due to the Company’s new product plans in
2010 as we spent more to develop new products for the three months ended March
31, 2010 than in the prior period.





Amortization
of Discount on Notes Receivable




Amortization
of discounts on notes receivable was $468 for the three months ended March 31,
2010 compared to $0 for the three months ended March 31, 2009.  This
increase was attributable to the amortization of a $3,448 discount on notes
receivable for the three months ended March 31, 2010.  There was no
such discount on notes receivable for the three months ended March 31,
2009.





Interest
Income





Three
      Months Ended March 31,
                                      
                                      
                                      Increase
      /
                                      
                                      
                                      Increase
      /2010
                                      
                                      
                                      2009
                                      
                                      
                                      (Decrease)
                                      
                                      
                                      (Decrease)Interest
      income from bank
                                      
                                      $
                                      145
                                      
                                      
                                      $
                                      118
                                      
                                      
                                      $
                                      27
                                      
                                      
                                      
                                      22.88
                                      %Interest
      income from related parties
                                      
                                      
                                      -
                                      
                                      
                                      
                                      492
                                      
                                      
                                      
                                      (492
                                      )
                                      
                                      
                                      (100
                                      )%Interest
      income from unrelated parties
                                      
                                      
                                      2
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2
                                      
                                      
                                      
                                      100
                                      %Total
                                      
                                      $
                                      147
                                      
                                      
                                      $
                                      610
                                      
                                      
                                      $
                                      (463
                                      )
                                      
                                      
                                      (75.90
                                      )%





Interest
income for the three months ended March 31, 2010 and 2009 were $147 and $610,
respectively.  The decrease relates to the interest income from
related parties of $492 for the three months ended March 31, 2009.  No
such income was reported in the corresponding period in 2010 as the relevant
interest was recorded as amortization of discount on notes
receivable.


14


(In
thousands for dollar amounts except net income per share)





Interest
Expense





Three
      Months Ended March 31,
                                  
                                  
                                  Increase
      /
                                  
                                  
                                  Increase
      /2010
                                  
                                  
                                  2009
                                  
                                  
                                  (Decrease)
                                  
                                  
                                  (Decrease)Short-term
      bank loans
                                  
                                  $
                                  794
                                  
                                  
                                  $
                                  770
                                  
                                  
                                  $
                                  24
                                  
                                  
                                  
                                  3.12
                                  %Bills
      financing
                                  
                                  
                                  477
                                  
                                  
                                  
                                  145
                                  
                                  
                                  
                                  332
                                  
                                  
                                  
                                  228.97
                                  %Financial
      obligations, sale-leaseback
                                  
                                  
                                  88
                                  
                                  
                                  
                                  68
                                  
                                  
                                  
                                  20
                                  
                                  
                                  
                                  29.41
                                  %Others
                                  
                                  
                                  87
                                  
                                  
                                  
                                  21
                                  
                                  
                                  
                                  66
                                  
                                  
                                  
                                  314.29
                                  %Total
                                  
                                  $
                                  1,446
                                  
                                  
                                  $
                                  1,004
                                  
                                  
                                  $
                                  442
                                  
                                  
                                  
                                  44.02
                                  %





Our
increase in interest expense of $442 or 44.02% from $1,004 during the three
months ended March 31, 2009 to $1,446 during the three months ended March 31,
2010 was primarily due to the increase in the average balance of short-term bank
borrowings of $22M for the three months ended March 31, 2010 as compared with
the three months ended March 31, 2009.





Income
Tax (Expense) Benefit





Income tax (expense) benefit for the
three months ended March 31, 2010 was $ (94) as compared to $36 for the three
months ended March 31, 2009.  The fluctuation was due to the decrease
in pre-tax losses of one subsidiary-CH Lighting
PRC, which caused the decrease in income tax benefit.





Results
of Operations for the Six (6) Months Ended March 31, 2010 Compared To the Six
(6) Months Ended March 31, 2009





The
following table sets forth a summary of certain key components of our results of
operations for the periods indicated, in thousands for dollar amounts except net
income per share and as a percentage of revenues.




Six Months Ended March 31,
                
                
                Six Months Ended March 31,2010
                
                
                2009
                
                
                2010
                
                
                2009Revenues
                
                $
                26,786
                
                
                $
                22,291
                
                
                
                93.47
                %
                
                
                83.88
                %Revenues
      from government subsidies
                
                
                1,870
                
                
                
                4,283
                
                
                
                6.53
                %
                
                
                16.12
                %TOTAL
      REVENUES
                
                
                28,656
                
                
                
                26,574
                
                
                
                100
                %
                
                
                100
                %COST
      OF SALES
                
                
                (22,494
                )
                
                
                (17,110
                )
                
                
                (78.50
                )%
                
                
                (64.39
                )%GROSS
      PROFIT
                
                
                6,162
                
                
                
                9,464
                
                
                
                21.50
                %
                
                
                35.61
                %Selling,
      marketing and distribution expenses
                
                
                (1,310
                )
                
                
                (2,473
                )
                
                
                (4.57
                )%
                
                
                (9.31
                )%General
      and administrative expenses
                
                
                (2,643
                )
                
                
                (2,049
                )
                
                
                (9.22
                )%
                
                
                (7.71
                )%INCOME
      FROM OPERATIONS
                
                
                2,209
                
                
                
                4,942
                
                
                
                7.71
                %
                
                
                18.60
                %Amortization
      of discount on notes receivable
                
                
                985
                
                
                
                -
                
                
                
                3.44
                %
                
                
                -Interest
      income
                
                
                413
                
                
                
                1,853
                
                
                
                1.44
                %
                
                
                6.97
                %Interest
      expense
                
                
                (2,907
                )
                
                
                (2,092
                )
                
                
                (10.14
                )%
                
                
                (7.87
                )%Other
      government subsidies
                
                
                63
                
                
                
                196
                
                
                
                0.22
                %
                
                
                0.74
                %Other
      (expenses) income
                
                
                (29
                )
                
                
                20
                
                
                
                (0.10
                )%
                
                
                0.08
                %INCOME
      BEFORE INCOME TAXES
                
                
                734
                
                
                
                4,919
                
                
                
                2.56
                %
                
                
                18.51
                %Income
      tax expense
                
                
                (169
                )
                
                
                (532
                )
                
                
                (0.59
                )%
                
                
                (2.00
                )%NET
      INCOME
                
                $
                565
                
                
                $
                4,387
                
                
                
                1.97
                %
                
                
                16.51
                %NET
      INCOME PER SHARE, BASIC AND DILUTED
                
                $
                0.005
                
                
                $
                0.037




15




(In
thousands for dollar amounts)





Revenues





Six
      Months Ended March 31,
                                    
                                    
                                    Increase
      /
                                    
                                    
                                    Increase
      /2010
                                    
                                    
                                    2009
                                    
                                    
                                    (Decrease)
                                    
                                    
                                    (Decrease)Domestic
      revenue
                                    
                                    $
                                    10,893
                                    
                                    
                                    $
                                    9,036
                                    
                                    
                                    $
                                    1,857
                                    
                                    
                                    
                                    20.55
                                    %Government
      subsidies
                                    
                                    
                                    1,870
                                    
                                    
                                    
                                    4,283
                                    
                                    
                                    
                                    (2,413
                                    )
                                    
                                    
                                    (56.34
                                    )%Overseas
      revenue
                                    
                                    
                                    15,893
                                    
                                    
                                    
                                    13,255
                                    
                                    
                                    
                                    2,638
                                    
                                    
                                    
                                    19.90
                                    %Total
      Revenues
                                    
                                    $
                                    28,656
                                    
                                    
                                    $
                                    26,574
                                    
                                    
                                    $
                                    2,082
                                    
                                    
                                    
                                    7.83
                                    %





Revenues
increased by $2,082 or 7.83% for the six months ended March 31, 2010 compared to
$26,574 for the six months ended March 31, 2009.  The increase was
primarily due to revenues from overseas sales which increased $2,638 due to the
favorable impact caused by the economic recovery.





The
central government of the PRC has agreed to grant the Company subsidies for
selling energy - saving lighting products at a discounted price on the condition
that the products are sold to retail customers.  The decrease was
primarily due to the fact that there were two government purchasing projects for
the six months ended March 31, 2009, while there was only one government
purchasing project for the six months ended March 31, 2010.





Cost
of Sales





Six Months Ended March
      31,
                                  
                                  
                                  Increase
      /
                                  
                                  
                                  Increase
      /2010
                                  
                                  
                                  2009
                                  
                                  
                                  (Decrease)
                                  
                                  
                                  (Decrease)Revenues
                                  
                                  $
                                  28,656
                                  
                                  
                                  $
                                  26,574
                                  
                                  
                                  $
                                  2,082
                                  
                                  
                                  
                                  7.83
                                  %Cost
      of sales
                                  
                                  
                                  22,494
                                  
                                  
                                  
                                  17,110
                                  
                                  
                                  
                                  5,384
                                  
                                  
                                  
                                  31.47
                                  %Gross
      Profit
                                  
                                  $
                                  6,162
                                  
                                  
                                  $
                                  9,464
                                  
                                  
                                  $
                                  (3,302
                                  )
                                  
                                  
                                  (34.89
                                  )%Gross
      Profit Rate
                                  
                                  
                                  21.50
                                  %
                                  
                                  
                                  35.61
                                  %
                                  
                                  
                                  (14.11
                                  )%
                                  
                                  
                                  (39.62
                                  )%





Cost of
goods sold increased by $5,384 or 31.47% to $22,494 for the six months ended
March 31, 2010 as compared with $17,110 for the six months ended March 31,
2009.  The increase is attributable to the higher price of raw
materialsfor our
major product power-saving lamp.





Gross
profit decreased by $3,302, or 34.89%, to $6,162 for the six months ended March
31, 2010 as compared with $9,464 for the six months ended March 31,
2009.  This decrease is attributable to the higher cost of
sales.  Gross profit as a percentage of revenues decreased from 35.61%
in the prior period to 21.50% in the same period of 2010 due to the fact that in
2009 the Company sold energy - saving lighting products in connection with a
government purchasing project with a higher margin and also due to the higher
price of raw materials.


16


(In
thousands for dollar amounts)





Selling,
Marketing and Distribution Expenses





Six
      Months Ended March 31,
                                    
                                    
                                    Increase
      /
                                    
                                    
                                    Increase
      /2010
                                    
                                    
                                    2009
                                    
                                    
                                    (Decrease)
                                    
                                    
                                    (Decrease)Transportation
      fee
                                    
                                    $
                                    501
                                    
                                    
                                    $
                                    556
                                    
                                    
                                    $
                                    (55
                                    )
                                    
                                    
                                    (9.89
                                    )%Traveling  fee
                                    
                                    
                                    336
                                    
                                    
                                    
                                    454
                                    
                                    
                                    
                                    (118
                                    )
                                    
                                    
                                    (25.99
                                    )%Payroll
                                    
                                    
                                    139
                                    
                                    
                                    
                                    272
                                    
                                    
                                    
                                    (133
                                    )
                                    
                                    
                                    (48.90
                                    )%Office
      expense
                                    
                                    
                                    93
                                    
                                    
                                    
                                    239
                                    
                                    
                                    
                                    (146
                                    )
                                    
                                    
                                    (61.09
                                    )%Sales
      commissions
                                    
                                    
                                    65
                                    
                                    
                                    
                                    341
                                    
                                    
                                    
                                    (276
                                    )
                                    
                                    
                                    (80.94
                                    )%Advertising
      fee
                                    
                                    
                                    50
                                    
                                    
                                    
                                    199
                                    
                                    
                                    
                                    (149
                                    )
                                    
                                    
                                    (74.87
                                    )%Others
                                    
                                    
                                    126
                                    
                                    
                                    
                                    412
                                    
                                    
                                    
                                    (286
                                    )
                                    
                                    
                                    (69.42
                                    )%Total
                                    
                                    $
                                    1,310
                                    
                                    
                                    $
                                    2,473
                                    
                                    
                                    $
                                    (1,163
                                    )
                                    
                                    
                                    (47.03
                                    )%





Selling,
marketing and distribution expenses for the six months ended March 31, 2010
decreased $1,163 or 47% to $1,310 from $2,473 for the six months ended March 31,
2009.  The decrease in selling, marketing and distribution expenses
was primarily due to the following factors: (1) The Company assigned agents to
perform sales promotions and supporting activities in connection with a
government purchasing project and paid them promotion fees based on their actual
sales numbers.  Sales commissions also decreased following the
conclusion of a government purchasing project for Power-Saving Treasure on March
31, 2009.  (2) Payroll and miscellaneous expenses decreased by $990
for the six months ended March 31, 2010 as compared with six months ended March
31, 2009.  This decrease was due to management’s efforts to decrease
expenses.





General
and Administrative Expenses





Six
      Months Ended March 31,
                                  
                                  
                                  Increase
      /
                                  
                                  
                                  Increase
      /2010
                                  
                                  
                                  2009
                                  
                                  
                                  (Decrease)
                                  
                                  
                                  (Decrease)Research
      and development
                                  
                                  $
                                  995
                                  
                                  
                                  $
                                  393
                                  
                                  
                                  $
                                  602
                                  
                                  
                                  
                                  153.18
                                  %Payroll
                                  
                                  
                                  602
                                  
                                  
                                  
                                  552
                                  
                                  
                                  
                                  50
                                  
                                  
                                  
                                  9.06
                                  %Stock-based
      employee compensation
                                  
                                  
                                  208
                                  
                                  
                                  
                                  134
                                  
                                  
                                  
                                  74
                                  
                                  
                                  
                                  55.22
                                  %Office
                                  
                                  
                                  195
                                  
                                  
                                  
                                  222
                                  
                                  
                                  
                                  (27
                                  )
                                  
                                  
                                  (12.16
                                  )%Depreciation
                                  
                                  
                                  176
                                  
                                  
                                  
                                  200
                                  
                                  
                                  
                                  (24
                                  )
                                  
                                  
                                  (12
                                  )%Others
                                  
                                  
                                  467
                                  
                                  
                                  
                                  548
                                  
                                  
                                  
                                  (81
                                  )
                                  
                                  
                                  (14.78
                                  )%Total
                                  
                                  $
                                  2,643
                                  
                                  
                                  $
                                  2,049
                                  
                                  
                                  $
                                  594
                                  
                                  
                                  
                                  28.99
                                  %





General
and administrative expenses for the six months ended March 31, 2010 increased
$594 or 28.9% to $2,643 from $2,049 for the six months ended March 31,
2010.  The increase in general and administrative expenses for was
primarily due to the following factors: (1) Research and development expenses
increased $602 for the six months ended March 31, 2010 as compared with the six
months ended March 31, 2009.  This increase was due to the Company’s
new product plans in 2010, the Company spent more to develop new products for
the six months ended March 31, 2010 than in the prior period.  (2) A
payroll increase of $50 for the six months ended March 31, 2010 as compared with
the six months ended March 31, 2009.  This increase was due to the
increase in the average salary of our administrative employees because they
worked 6 days in the six months ended March 31, 2010, while they worked 5 days
in the prior period.





Amortization
of Discount on Notes Receivable




Amortization
of discounts on notes receivable was $985 for the six months ended March 31,
2010 compared to $0 for the six months ended March 31, 2009.  This
increase was attributable to the amortization of a $3,448 discount on notes
receivable for the six months ended March 31, 2010. There was no such discount
on notes receivable for the six months ended March 31, 2009.


17





(In
thousands for dollar amounts)





Interest
Income





Six
      Months Ended March 31,
                                    
                                    
                                    Increase
      /
                                    
                                    
                                    Increase
      /2010
                                    
                                    
                                    2009
                                    
                                    
                                    (Decrease)
                                    
                                    
                                    (Decrease)Interest
      income from bank
                                    
                                    $
                                    398
                                    
                                    
                                    $
                                    361
                                    
                                    
                                    $
                                    37
                                    
                                    
                                    
                                    10.25
                                    %Interest
      income from related parties
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,492
                                    
                                    
                                    
                                    (1,492
                                    )
                                    
                                    
                                    (100
                                    )%Interest
      income from unrelated parties
                                    
                                    
                                    15
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    15
                                    
                                    
                                    
                                    100
                                    %Total
                                    
                                    $
                                    413
                                    
                                    
                                    $
                                    1,853
                                    
                                    
                                    $
                                    (1,440
                                    )
                                    
                                    
                                    (71.71
                                    )%





Interest
income for the six months ended March 31, 2010 and 2009 were $413 and $1,853,
respectively.  The decrease relates to the interest income from
related parties of $1,492 for the six months ended March 31, 2009.  No
such income was reported in the corresponding period in 2010 as the relevant
interest was recorded as amortization of discount on notes
receivable.





Interest
Expense





Six
      Months Ended March 31,
                                  
                                  
                                  Increase
      /
                                  
                                  
                                  Increase
      /2010
                                  
                                  
                                  2009
                                  
                                  
                                  (Decrease)
                                  
                                  
                                  (Decrease)Short-term
      bank loans
                                  
                                  $
                                  1,591
                                  
                                  
                                  $
                                  1,335
                                  
                                  
                                  $
                                  256
                                  
                                  
                                  
                                  19.18
                                  %Bills
      financing
                                  
                                  
                                  837
                                  
                                  
                                  
                                  342
                                  
                                  
                                  
                                  495
                                  
                                  
                                  
                                  144.74
                                  %Financial
      obligations, sale-leaseback
                                  
                                  
                                  187
                                  
                                  
                                  
                                  274
                                  
                                  
                                  
                                  (87
                                  )
                                  
                                  
                                  (31.75
                                  )%Others
                                  
                                  
                                  292
                                  
                                  
                                  
                                  141
                                  
                                  
                                  
                                  151
                                  
                                  
                                  
                                  107.09
                                  %Total
                                  
                                  $
                                  2,907
                                  
                                  
                                  $
                                  2,092
                                  
                                  
                                  $
                                  815
                                  
                                  
                                  
                                  38.96
                                  %





Our
increase in interest expense of $815 or 38.96% from $2,092 during the six months
ended March 31, 2009 to $2,907 during the six months ended March 31, 2010 was
primarily due to the average balance of short-tem bank borrowings which
increased by $32M for the six months ended March 31, 2010 as compared with the
six months ended March 31, 2009.





Income
Tax Expense





Income
tax expense for the six months ended March 31, 2010 was $169 as compared to $532
for the six months ended March 31, 2009.  The fluctuation was due to
the decrease in income before tax.





Liquidity
and Capital Resources





We generally finance our operations
through our operating profits and borrowings from banks.




During the reporting periods, we
arranged a number of bank loans to satisfy our financing needs. As of the date
of this report, we have not experienced any difficulty in raising funds through
bank loans, and we have not experienced any liquidity problems in settling our
payables in the normal course of business and repaying our bank loans when they
fall due.


18


(In
thousands for dollar amounts)





Cash





Our cash
balance at March 31, 2010 was $3,303, representing an increase of $511, or
18.3%, compared with our cash balance of $2,792 at September 30,
2009.  The increase was mainly attributable to the net cash used in
operating activities of $2,780, used in investing activities of $892 and net
cash provided in financing activities of $3,977.





Cash
Flow





Cash flow used in operations for the
six months ended March 31, 2010 amounted to $2,780, representing a decrease of
approximately 188.90% compared with cash flow provided by operations of $3,127
for the six months ended March 31, 2009.  This decrease in cash flow
was primarily due to the decrease in our net income by 87.12%, to $565 for the
six months ended March 31, 2010, compared with operating income of $4,387 for
the six months ended March 31, 2009. The decrease was also primarily due to the
increase in our accounts receivable of $1,805 since we provided longer credit
terms to major customers for sales promotion, and the decrease in accounts
payable and accrued expenses and other accrued liabilities by
$2,456.





Our cash
flow used in investing activities amounted to $892 for the six months ended
March 31, 2010.  During that period, we provided $5,710 short-term
notes receivable to unrelated parties for their assistance in providing
guarantees for bank loans.  We received a $10,573 repayment of
short-term notes receivable from a related party during the six months ended
March 31, 2010.  We also paid $7,845 for the acquisition of Min Tai
during this period.  On March 31, 2010, the Company acquired from
the Min Tai Lighting Corporation (“Min Tai”) shareholders all of the issued and
outstanding shares of capital stock of Min Tai for $7,860 in
cash.  Min Tai is a company in the lighting industry located in
Zhejiang Province of the PRC.





Our cash
flows provided by financing activities amounted to $3,977 for the six months
ended March 31, 2010.  During that period, we repaid $45,306 in
short-term bank borrowings and received $77,232 from short-term bank
borrowings.




We may
determine from time to time to raise capital through private debt or equity
financing to strengthen the Company’s financial position, to expand our
facilities and to provide us with additional flexibility to take advantage of
business opportunities.   No assurances can be given that we will
be successful in raising such additional capital on terms acceptable to us.





Working
Capital





We had a
working capital deficiency of $2,358 at March 31, 2010 as compared to a working
capital deficiency of $31,161 at September 30, 2009, a decrease of
$28,803.  The decrease is primarily due to the increase in notes
receivable from related parties, the current portion of which is $35,607,
short-term notes receivable from unrelated parties of $5,721, restricted cash of
$25,391, accounts receivable of $1,805 and a decrease in accounts payable of
$1,351.  The decrease was partly offset by a decrease in short-term
notes receivable from related parties of $10,573, an inventory of $904, and an
increase in short-term bank borrowings of $32,211. The increase in restricted
cash represented our pledge deposit for the issuance of notes
payable.  The increase in notes receivable from related parties,
current portion represent the relevant principals transferred from long term to
short term, which will come to maturity during the coming year.





The increase in short-term notes
receivable from unrelated parties represented the increase in relevant
principals, which will come to maturity during the coming year.





We
currently generate our cash flow through operations.  We believe that
our cash flow generated from operations will be sufficient to sustain operations
for at least the next twelve months.  From time to time, we may
identify new expansion opportunities for which there will be a need for use of
cash.


19


(In
thousands for dollar amounts)





Contingencies





As of
March 31, 2010, the Company provided corporate guarantees for bank loans
borrowed by an unrelated company incorporated in the PRC (“Company
A”).  Associated with the corporate guarantees, Company A also
provided a cross guarantee for the bank loans of $29,460
borrowed by the Company.  See Note 13(a) of the Notes to the
Condensed Consolidated Financial Statements contained herein. If Company A
defaults on the repayment of its bank loans when they fall due, the Company is
required to repay the outstanding balance.  As of March 31, 2010, the
amount of the guarantee for the bank loans borrowed by Company A was
approximately $3,668, which consists of the following:





March
      31, 2010(Unaudited)Due
      May 26, 2010
                    
                    $
                    1,174Due
      May 26, 2010
                    
                    
                    293Due
      June 10, 2010
                    
                    
                    734Due
      December 1, 2010
                    
                    
                    924Due
      December 28, 2010
                    
                    
                    543Total
                    
                    $
                    3,668





A default
by Company A is considered remote by our management.  Based on the
information available to our management, the fair values of the guarantees
granted by the Company are considered not material and therefore no liability
for the guarantor's obligation under the guarantee was recognized as of March
31, 2010.





Financial
Obligations, Sale-leaseback





As of
March 31, 2010, future minimum payments required under non-cancelable
sale-leasebacks are:





Year Ended March 31
                  
                  Amount2011
                  
                  
                  1,887Total
      minimum lease payments
                  
                  
                  1,887Less:
      Amount representing interest
                  
                  
                  278Present
      value of net minimum lease payments
                  
                  $
                  1,609





The
amortization of our financial obligations for the six months ended March 31,
2010 and 2009 was $187 and $274, respectively.





Capital
Commitments





The
Company entered into unconditional purchase commitment for construction projects
of $8,737 within one year as of March 31, 2010.





Operating
Lease Commitments




As of
March 31, 2010, the Company had entered into an operating lease agreement for
its office space and is required to pay the remainder of the rental fee of
$26 within one year.




Off-Balance
Sheet Arrangements





None.


20


ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





RMB
Appreciation





The
Company believes that inflation has not had a material effect on its operations
to date.  However, continued appreciation of the RMB against the
U.S. Dollar and its effect on the Company's export business, could have a
material adverse effect on the Company.  In the even of a material
adverse effect on the Company, our strategy would be to reduce our reliance on
exports and to increase domestic sales.And we have use forward
exchange transactions to compensate the possible losses.





Non-Tariff
Technical Trade Barriers Could Have a Materially Adverse Effect on our Exporting
Business





Non-tariff
technical trade barriers imposed by governments such as the European Union’s EuP
Directive, could adversely affect our export business.  In response to the
EuP Directive, the Company has launched a project to evaluate the impact of our
products on the environment during each stage of a product’s life, from design,
material procurement and manufacture, to maintenance, recovery and
treatment.  This project conforms with the trend of reducing resource
consumption and pollution as laid out in the EuP
Directive.    Our major products have the qualification
under the European Union’s EuP Directive.





The
Development of High-Tech Products Takes a Long Time and There Are Many
Uncertainties in the Process





The
special light source products developed by the Company are an innovation in the
industry.  As a result there might be unpredictable or presently
unavoidable technical flaws in the products, or the new products may not fit
into the market demand.  Either way, the new products might not be
able to enter mass production and be sold in the markets.  To avert
such a risk, the Company has set up a new products decision committee and has
hired senior experts in China to better oversee and grasp the developmental
tendencies of the industry.  Prior to the development and trial of new
products, we plan on conducting systematic and in-depth research to find market
space and identify technical problems and key targets for
breakthrough.





Theft of our Key Technologies Could
Have a Material Adverse Effect on the Company’s Business and
Development





To avert
the risk of theft of our technologies, the Company uses management measures,
such as performance bonuses and other project rewards, to maintain the stability
of its technical team.  The Company (and its subsidiaries) also has in
place confidentiality agreements with certain technical employees to prevent
leakage of core technologies.





ITEM 4. CONTROLS AND
PROCEDURES





Disclosure
Controls and Procedures





The
Company maintains disclosure controls and procedures and internal controls
designed to ensure that information required to be disclosed in the Company’s
filings under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the U.S.
Securities and Exchange Commission’s rules and forms.  Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.  As of the end of the period covered by this report, we
carried out an evaluation, under the supervision and with the participation of
our principal executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this report. It
should be noted that the design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.


21


Changes
In Internal Controls





There was
no change in the Company’s internal controls over financial reporting that was
identified in connection with such evaluation that occurred during the period
covered by this report that has materially affected, or is reasonably likely to
materially affect, the Company’s internal controls over financial
reporting.


22


PART
II


OTHER
INFORMATION





ITEM
1. LEGAL PROCEEDINGS





In the
normal course of business, we are named as defendant in lawsuits in which claims
are asserted against us. In our opinion, the liabilities, if any, which may
ultimately result from such lawsuits, are not expected to have a material
adverse effect on our financial position, results of operations or cash flows.
As of March 31, 2010 and the date hereof, there was and is no pending or
outstanding material litigation with the Company or with the Group.




ITEM
1A. RISK FACTORS





Not
required for a "smaller reporting company".





ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





During
the quarter ended March 31, 2010, the Company had no unregistered sales of
equity securities.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS





None.





ITEM
5. OTHER INFORMATION





None.





ITEM
6. EXHIBITS





(a) Exhibits:




EXHIBIT NO.
                      
                      DESCRIPTION
                      
                      LOCATION2.1
                      
                      Agreement
      and Plan of Reorganization regarding the merger of Innovative Coatings
      Corporation with and into ICC Holdings Corp.
                      
                      Incorporated
      by reference to Instachem Systems, Inc.’s Current Report as filed with the
      SEC on August 29, 20032.2
                      
                      Stock
      Purchase Agreement, by and between David Lennox and Instachem Systems,
      Inc.
                      
                      Incorporated
      by reference to Exhibit 2.2 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on January 20, 20062.3
                      
                      Agreement
      and Plan of Merger between Instachem Systems, Inc. and Sino-Biotics,
      Inc.
                      
                      Incorporated
      by reference to Exhibit 2.3 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on January 20, 20062.4
                      
                      Share
      Exchange Agreement, dated July 16, 2008, by and among Sino-Biotics, Inc.,
      KEG International Limited and CH International Holdings
      Limited
                      
                      Incorporated
      by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K as
      filed with the SEC on July 16, 20083.1
                      
                      Certificate
      of Incorporation of Sino-Biotics, Inc.
                      
                      Incorporated
      by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on January 20, 20063.2
                      
                      Certificate
      of Amendment to Certificate of Incorporation of Sino-Biotics,
      Inc.
                      
                      Incorporated
      by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on January 20, 20063.3
                      
                      Restated
      Certificate of Incorporation of Sino-Biotics, Inc.
                      
                      Incorporated
      by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on January 20,
2006


23





3.4
                
                Certificate
      of Amendment to Certificate of Incorporation of Sino-Biotics, Inc. dated
      December 13, 2008 (increase of authorized shares).
                
                Incorporated
      by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K as
      filed with the SEC on July 16, 20083.5
                
                Memorandum
      and Articles of Associationof CH
      International Holdings Limited
                
                Incorporated
      by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-K as
      filed with the SEC on July 16, 20083.6
                
                Amended
      and Restated Bylaws of CH Lighting International Corporation, effective as
      of August 25, 2008
                
                Incorporated
      by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as
      filed with the SEC on August 26, 200814.1
                
                Code
      of Ethics
                
                Incorporated
      by reference to the Company’s Annual Report on Form 10-K as filed with the
      SEC on December 29, 200816.1
                
                Auditor
      Letter, dated August 25, 2008
                
                Incorporated
      by reference to the Company’s Annual Report on Form 10-K as filed with the
      SEC on December 29, 200821
                
                List
      of Subsidiaries of CH Lighting International Corporation
                
                Incorporated
      by reference to Exhibit 21 to the Company’s Current Report on Form 8-K as
      filed with the SEC on July 16, 200831.1
                
                Certifications
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
                
                Provided
      herewith31.2
                
                Certifications
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
                
                Provided
      herewith32.1
                
                Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
      the Sarbanes-Oxley Act Of 2002
                
                Provided
      herewith32.2
                
                Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
      the Sarbanes-Oxley Act Of 2002
                
                Provided
      herewith99.1
                
                Audit
      Committee Charter
                
                Incorporated
      by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on August 26, 200899.2
                
                Compensation
      Committee Charter
                
                Incorporated
      by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on August 26, 200899.3
                
                Corporate
      Governance and Nominating Committee Charter
                
                Incorporated
      by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K
      as filed with the SEC on August 26,
2008




24


SIGNATURES





Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Quarterly Report on Form
10-Q report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Date:               May
      14, 2010
                By:
                /s/
      Zhao GuosongName:
      Zhao GuosongIts:
      President, Chief Executive Officer and Principal
                  Executive
      Officer





Date:               May
      14, 2010
                By:
                /s/
      Huang Hsiao-IName:
      Huang Hsiao-IIts:
      Chief Financial Officer, Corporate Secretary,
                  Principal
      Financial and Accounting
Officer


25