Guangdong Sunrise Holdings Co., Ltd. The Third Quarterly Report 2009 § 1 Important Notes 1.1 The Board of Directors, the Supervisory Board, directors, supervisors and senior management staff of Guangdong Sunrise Holdings Co., Ltd. (hereinafter referred to as “the Company”) hereby confirm that this report contains no false information, misleading statements or material omission, and accept, individually and collectively, the responsibilities for the factuality, accuracy and completeness of the contents of this report. 1.2 The Third Quarterly Financial Report 2009 has not been audited by a CPA firm. 1.3 Mr. Wang Jianyu, Chairman of the Board of Directors, Person in charge of the Company, General Manager as well as Person in charge of the accounting work and Mr. Yu Deshan, Person in charge of the accounting organ, hereby confirm that the Financial Report enclosed in this Report is factual and complete.. §2 Company Profile 2.1 Major accounting data and financial indexes Unit: (RMB) Yuan As at 30 Sept. 2009 As at 31 Dec. 2008 Increase/decrease(%) Total assets (RMB) 43,628,768.66 17,961,177.93 142.91% Owners’ equity attributable to shareholders of listed company (RMB) -1,706,124,961.80 -1,723,542,317.56 1.01% Share capital (share) 288,420,000.00 288,420,000.00 0.00% Net assets per share attributable to shareholders of listed company (RMB/share) -5.92 -5.98 Jul.-Sept. 2009 Increase/decrease over same period of last year (%) Jan.-Sept. 2009 Increase/decrease over same period of last year (%) Total operation income (RMB) 463,492.74 1,390,478.22 12.50% Net profit attributable to shareholders of listed company (RMB) 30,886,807.06 17,417,355.75 Net cash flows generated from operating activities (RMB) - - 13,437.53 51.80% Net cash flows per share generated from operating activities (RMB/share) - - 0.000047 51.61% Basic earnings per share (RMB/share) 0.11 0.06 Diluted earnings per share (RMB/share) 0.11 0.06 1Return on net assets (%) Rate of return on net assets after deducting extraordinary gains and losses (%) Unit: (RMB) Yuan Extraordinary gains and losses Amount from year-begin to the end of this report period Notes Gains and losses from disposal of non-current assets 43,871,336.88 The extraordinary gains and losses were made because some of the Company’s house properties were auctioned by the judicial deparment. Total 43,871,336.88 - 2.2 Total number of shareholders at period-end and shareholding of top ten shareholders holding tradable shares Unit: share Total number of shareholders at period-end 12,570 Shareholding of top ten shareholders holding tradable shares Name of shareholder (full name) Number of tradable shares held at period-end Type of share LIUZHOU JIALI REAL ESTATE DEVELOPMENT CO., LTD 2,900,000 RMB ordinary shares CHINA EVERBRIGHT HOLDINGS CO LTD 1,345,290 Domestically listed foreign shares ZHANG YUNMAO 970,801 RMB ordinary shares CITRINE CAPITAL LIMITED 868,783 Domestically listed foreign shares CAI HANCHUAN 747,691 Domestically listed foreign shares SHEN JIANHANG 650,000 Domestically listed foreign shares FENG JIA 642,800 RMB ordinary shares NI MIN 626,400 Domestically listed foreign shares LI SHUMEI 584,266 RMB ordinary shares LIUZHOU RUIHENG ELECTRO-MECHANICAL CO., LTD. 580,000 RMB ordinary shares § 3 Significant Events 3.1 Particulars about major changes of main accounting statement items and financial indicators, as well as reasons for the changes □Applicable √Inapplicable 3.2 Progress and influence of significant events, as well as the analysis on solutions √Applicable □Inapplicable A. Concerning the Company’s creditor Shenzhen Xingyaju Decoration Project Co., Ltd. applying to Shenzhen Intermediate People’s Court for reorganizing the Company due to the Company’s serious insolvency and failing to repay mature loans, the 2Company received the Hearing Notice (2009) SZFMQTZ Zi No.36 from the Court on 14 Sept. 2009. According to the Hearing Notice, in order to ensure the accuracy and legality of filing the reorganization case, a hearing would be conducted for the case of Shenzhen Xingyaju Decoration Project Co., Ltd.’s applying for the Company’s reorganization in the 5th Tribunal of Shenzhen Intermediate People’s Court at 9:30 a.m. on 18 Sept. 2009. The hearing was a necessary part of the procedure of the court, which did not necessarily mean that the court would accept the case. Therefore, there existed great uncertainty concerning whether the case would be accepted by the court, and also great uncertainty about whether the reorganization would be successfully accomplished after the case was accepted. (For more details about the aforesaid significant events, please refer to the Suggestive Public Notice on Significant Events (Public Notice No.: 2009-014) and the Public Notice on Progress of Creditor’s Application for the Company’s Reorganization (Public Notice No.: 2009-028) which the Company disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn respectively dated 6 Jul. 2009 and 15 Sept. 2009. B. In the report period, there existed no more capital occupation by the Company’s controlling shareholder or other related parties, and no more irregular provision of outward guarantees by the Company. The Company had provided guarantees to the controlling shareholder and its affiliated companies, but they were all issues left over by history. C. In the 2008 Annual Auditor’s Report, Guangdong Dahua Delu Certified Public Accountants Co., Ltd. was of the opinion that as indicated in Item 7 of Note Ⅵ and Note Ⅺ to the financial statements, the Company was under a great pressure to repay long-term and short-term borrowings; and it was suited in terms of many debt guarantees it had provided, which would directly affect the Company’s continuing operation if the relevant cases could not be settled in the short run. The reorganization of the Company’s debts, assets and equity was underway. And the management team of the Company believed that upon the success of the reorganization, the Company would be able to remain in operation. Therefore, the financial statements of the Company were still prepared based on the going-concern assumption. Because the Company failed to provide any important evidence related to the substantial progress of its debt, asset and equity reorganization, Guangdong Dahua Delu Certified Public Accountants Co., Ltd. was unable to determine whether the Company’s reorganization would be successful, or whether it would remain in operation. Therefore, it was also unable to determine whether it was proper for the Company to prepare its 2008 Annual Financial Statements based on the going-concern assumption. Meanwhile, due to various objective conditions, the CPA firm could not conduct proper auditing procedures on the Company’s liabilities and contingent liabilities. And it thus could not determine whether the recorded liabilities (including estimated liabilities) of the Company were complete and reasonable. Due to the substantial and extensive influence which the aforesaid matters might cause, Guangdong Dahua Delu Certified Public Accountants was unable to express audit opinion on the Company’s financial statements. Concerning this, the Board of Directors of the Company holds the opinion that despite a great pressure to repay short-term loans, as well as a great number of 3guarantee lawsuits, the Company has still made some progress in activating funds to repay debts and it is still able to get enough capital for its normal operation. After much effort, the Company successfully implemented the share merger reform at the end of 2008, which laid a foundation for the Company’s reorganization. Meanwhile, together with its controlling shareholder, its actual controller and the financial advising company—Beijing Integrity Management Consulting Co., Ltd., the Company continued its efforts with debts restructuring and assets reorganization. We have contacted several parties which are interested in the Company’s reorganization. Although no oral or written agreement has been reached, the Company and relevant parties have been devoting themselves to making a breakthrough in the reorganization, with the purpose of improving the Company’s ability of continuous operation. 3.3 Fulfillment of commitments made by the Company, shareholders and the actual controller √Applicable □Inapplicable Commitments made Contents of commitments Execution Commitments concerning the share merger reform Shenzhen Lionda Group Co., Ltd., the controlling shareholder of the Company, made special commitments as follows: (1) As the ST Sunrise shares held by the non-tradable share holder Shenzhen Huachengda Investment Holdings Co., Ltd. were frozen by the judicial authority, the consideration it should pay in accordance with the share merger reform would be prepaid by Shenzhen Lionda Group Co., Ltd., which Shenzhen Huachengda Investment Holdings was expected to pay back. After the prepayment, if the said shares were to be listed, Shenzhen Huachengda should return the consideration to, or get the permission of Shenzhen Lionda Group Co., Ltd..After the shareholder structure reform, if Shenzhen Huachengda Investment Holdings Co., Ltd. was to list and trade the non-tradable shares held by it, it should get the permission from Lionda and Guangdong Sunrise Group Co., Ltd. should apply to the Stock Exchange for the listing and trading of those shares; (2) The related expenses caused by the shareholder structure reform would be paid by the controlling shareholder—Shenzhen Lionda Group Co., Ltd.. It is not yet the time for unlocking the said shares subject to trading moratorium. Commitment about share trading moratorium None None Commitments made in the Acquisition Report or the Report on Equity Changes None None Commitments made in significant asset reorganization None None Commitments made when None None 4issuing shares Other commitments (including supplementary commitments) None None 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from year-begin to the end of the next report period compared with the same period of last year, as well as explanation on reasons □Applicable √Inapplicable 3.5 Other significant events that need to be explained Concerning the loan contract dispute among Shenzhen Zhuochuang Property Management Co., Ltd. (Former creditor Shenzhen Nonferrous Metal Financial Co., Ltd.), the Company and Shenzhen China Bicycle Company (Holdings) Ltd., the Company received on 15 Sept. 2009 a copy of Execution Verdict 【(2008) LZZ No.30-3】from the People’s Court of Longchuan County, Guangdong Province. And the contents of the verdict were as follows: The Civil Judgment (1999) SZFJTCZ No.727 issued by Shenzhen Intermediate People’s Court on 6 Dec. 1999 had legally taken effect. According to the judgment, the executed party the Company should repay the loan of USD 0.74 million, relevant interest and penalty interest; the executed party Shenzhen China Bicycle Company (Holdings) Ltd. should bear the joint responsibility to repay the loan. In the executing process, Shenzhen Intermediate People’s Court sealed up the Company’s house properties located at the 3rd and 4th floors of Hualianfa Complex Building in Huaqiang North Road, Futian District, Shenzhen (the said assets did not belong to those used for repaying loans after the bankruptcy and reorganization). On 26 Nov. 2007, the Higher People’s Court of Guangdong Province issued the Decision of Execution Designation (2007) YGFZZZ No.1500, designating the People’s Court of Longchuan County, Guangdong Province as the court to execute the verdict. Because the executed parties refused to implement the duty of repaying the loan, Guangdong Longchuan People’s Court entrusted Shenzhen Zhongfeng Assets Appraisal Co., Ltd. to appraise the said house properties and then entrusted Shenzhen Gongxin Auction Co., Ltd. to conduct a public auction on the house properties. On 8 Jun. 2009, the applicant for execution Shenzhen Zhuochuang Property Management succeeded in its bid for the house properties at the highest bid of RMB 46,500,000 and signed the deal conclusion letter with the auction house. Therefore, according to relevant laws, Guangdong Longchuan People’s Court made the Judgment of Execution as follows: (a) The sealing up of the Company’s house properties located at the 3rd and 4th floors of Hualianfa Complex Building in Huaqiang North Road, Futian District, Shenzhen should be lifted; (b) The Company’s house properties located at the 3rd and 4th floors of Hualianfa Complex Building in Huaqiang North Road, Futian District, Shenzhen, with a total area of 1,712 square meters should belong to the buyer Shenzhen Zhuochuang Property Management Co., Ltd.; (c) The buyer Shenzhen Zhuochuang Property Management Co., Ltd. should go to the Shenzhen real estate management authority to finish the property transfer procedure within 60 days upon the arrival of this judgment and it should bear the 5relevant expenses caused; (d) The execution of the Civil Judgment (1999) SZFJTCZ No.727 issued by Shenzhen Intermediate People’s Court should be terminated. The said lawsuit brought the Company an income about RMB 37 million in the report period. But many creditors of the Company took turns to seal up the said house properties, and the Company has not received the subsequent judgments of execution. Therefore, it was unable to make sure the impact of the lawsuit on the gains and losses of the Company in the year 2009. (For more details of the said lawsuit, please refer to the Public Notice on Significant Lawsuits (Public Notice No.: 2009-026) disclosed by the Company on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn dated 15 Sept. 2009. 3.5.1 Researches, interviews and visits received in report period Date Place Way of reception Visitor Main discussion and materials provided by the Company 13 Aug. 2009 Board Secretary Office of the Company By telephone A-share investor The investor wondered whether the reorganization case had been accepted by the court, and was told that the Company had not received any notice from the court. 3.6 Derivatives investment □Applicable √Inapplicable 3.6.1 Positions of derivatives investment held by the Company at period-end □Applicable √Inapplicable § 4 Attachments 4.1 Balance sheet Prepared by: Guangdong Sunrise Holdings Co., Ltd. 30 Sept. 2009 Unit: (RMB) Yuan Balance at period-end Balance at year-begin Items Consolidation Parent company Consolidation Parent company CURRENT ASSETS: Monetary capital 43,501.66 43,501.66 30,064.13 30,064.13 Settlement fund reserves Lendings to banks and other financial institutions Transactional financial assets Notes receivable Accounts receivable Prepayments Premium receivables Receivables from reinsurance Reinsurance contract reserve receivables Interest receivables Dividend receivables 80,000.00 80,000.00 160,000.00 160,000.00 Other receivables 30,371,406.01 30,371,406.01 1,564,200.69 1,564,200.69 6Financial assets purchased under agreements to resell Inventories 2,000,000.00 2,000,000.00 2,000,000.00 2,000,000.00 Non-current assets due within 1 year Other current assets TOTAL CURRENT ASSETS 32,494,907.67 32,494,907.67 3,754,264.82 3,754,264.82 NON-CURRENT ASSETS: Loans and advances Available-for-sale financial assets Investments held to maturity Long-term receivables Long-term equity investments 7,583,110.08 7,583,110.08 7,583,110.08 7,583,110.08 Investment properties Fixed assets 3,550,750.91 3,550,750.91 6,623,803.03 6,623,803.03 Construction in progress Construction materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets Development expenditures Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets TOTAL NON-CURRENT ASSETS 11,133,860.99 11,133,860.99 14,206,913.11 14,206,913.11 TOTAL ASSETS 43,628,768.66 43,628,768.66 17,961,177.93 17,961,177.93 CURRENT LIABILITIES: Short-term borrowings 447,572,668.91 447,572,668.91 461,573,834.92 461,573,834.92 Borrowings from central bank Deposits received and held for others Borrowings from banks and other financial institutions Held-for-trading financial liabilities Notes payable Accounts payable Advances from customers Financial assets sold under agreements to repurchase Fees and commissions payables Payroll payables 594,154.60 594,154.60 530,777.88 530,777.88 Taxes payable 5,779.29 5,779.29 Interest payables 403,265,493.54 403,265,493.54 389,895,681.04 389,895,681.04 7Dividend payables Other payables 163,820,268.70 163,820,268.70 155,007,836.23 155,007,836.23 Accounts due to reinsurance Insurance contract reserves Acting trading securities Acting underwriting securities Non-current liabilities due within 1 year Other current liabilities TOTAL CURRENT LIABILITIES 1,015,258,365.04 1,015,258,365.04 1,007,008,130.07 1,007,008,130.07 NON-CURRENT LIABILITIES Long-term borrowings Bonds payable Long-term payables Special payables Estimated liabilities 734,495,365.42 734,495,365.42 734,495,365.42 734,495,365.42 Deferred income tax liabilities Other non-current liabilities TOTAL NON-CURRENT LIABILITIES 734,495,365.42 734,495,365.42 734,495,365.42 734,495,365.42 TOTAL LIABILITIES 1,749,753,730.46 1,749,753,730.46 1,741,503,495.49 1,741,503,495.49 OWNERS’ EQUITY (OR SHAREHOLDERS’ EQUITY) Paid-in capital (or share capital) 288,420,000.00 288,420,000.00 288,420,000.00 288,420,000.00 Additional paid-in capital 381,059,098.78 381,059,098.78 381,059,098.78 381,059,098.78 Less: treasury stock Specific reserves Earned surplus reserves 138,304,806.89 138,304,806.89 138,304,806.89 138,304,806.89 General risk provision Retained earnings -2,513,908,867.47 -2,513,908,867.47 -2,531,326,223.23 -2,531,326,223.23 Foreign exchange difference Total owners’ equity attributable to parent company -1,706,124,961.80 -1,706,124,961.80 -1,723,542,317.56 -1,723,542,317.56 Minority interest TOTAL OWNERS’ EQUITY -1,706,124,961.80 -1,706,124,961.80 -1,723,542,317.56 -1,723,542,317.56 TOTAL LIABILITIES & OWNERS’ EQUITY 43,628,768.66 43,628,768.66 17,961,177.93 17,961,177.93 4.2 Income Statement as of this report period Prepared by: Guangdong Sunrise Holdings Co., Ltd. Jul.-Sept. 2009 Unit: (RMB) Yuan This period Same period of last year Items Consolidation Parent company Consolidation Parent company 1. Total operation revenue 463,492.74 463,492.74 463,492.74 463,492.74 8Including: sales revenue 463,492.74 463,492.74 463,492.74 463,492.74 Interest income Premium income Fee and commission income 2. Total operation cost 13,448,022.56 13,448,022.56 9,391,631.87 9,391,631.87 Including: cost of sales Interest expenses Service charges and commission expenses Payments on surrenders Claim expenses-net Provision for insurance contract reserve-net Policyholder dividends Reinsurance expenses Business taxes and surcharges Selling expenses Administrative expenses 533,417.19 533,417.19 473,293.73 473,293.73 Financial expenses 12,914,605.37 12,914,605.37 8,918,338.14 8,918,338.14 Asset impairment loss Add: gain/loss from changes in fair value (“-” for loss) Gain/loss from investment (“-” for loss) Including: investment gain from associates and joint ventures Gain/loss from foreign exchange difference (“-” for loss) 3. Operation profit (“-” for loss) -12,984,529.82 -12,984,529.82 -8,928,139.13 -8,928,139.13 Add: non-operating incomes 43,871,336.88 43,871,336.88 50,000.00 50,000.00 Less: non-operating expenses Including: loss from disposal of non-current assets 4. Total profit (“-” for total loss) 30,886,807.06 30,886,807.06 -8,878,139.13 -8,878,139.13 Less: income tax expenses 5. Net profit (“-” for total loss) 30,886,807.06 30,886,807.06 -8,878,139.13 -8,878,139.13 Attributable to owners of parent company 30,886,807.06 30,886,807.06 -8,878,139.13 -8,878,139.13 Minority interest 6. Earnings per share (1) Basic EPS 0.11 0.11 -0.03 -0.03 (2) Diluted EPS 0.11 0.11 -0.03 -0.03 7. Other composite income 98. Total composite income 30,886,807.06 30,886,807.06 -8,878,139.13 -8,878,139.13 Attributable to owners of parent company 30,886,807.06 30,886,807.06 -8,878,139.13 -8,878,139.13 Attributable to minority shareholders 4.3 Income statement as of the period from year-begin to the end of report period Prepared by: Guangdong Sunrise Holdings Co., Ltd. Jan.-Sept. 2009 Unit: (RMB) Yuan This period Last period Items Consolidation Parent company Consolidation Parent company 1. Total operation revenue 1,390,478.22 1,390,478.22 1,235,980.64 1,235,980.64 Including: sales revenue 1,390,478.22 1,390,478.22 1,235,980.64 1,235,980.64 Interests income Premium income Fee and commission income 2. Total operation cost 27,844,459.35 27,844,459.35 29,093,798.42 29,093,798.42 Including: cost of sales 0.00 0.00 0.00 0.00 Interests expenses Service charges and commission expenses Payments on surrenders Claim expenses-net Provision for insurance contract reserve-net Policyholder dividends Reinsurance expenses Business taxes and surcharges Selling expenses Administrative expenses 2,677,035.85 2,677,035.85 2,339,433.18 2,339,433.18 Financial expenses 25,167,423.50 25,167,423.50 26,754,365.24 26,754,365.24 Asset impairment loss Add: gain/loss from changes in fair value (“-” for loss) Gain/loss from investment (“-” for loss) Including: investment gain from associates and joint ventures Gain/loss from foreign exchange difference (“-” for loss) 3. Operation profit (“-” for loss) -26,453,981.13 -26,453,981.13 -27,857,817.78 -27,857,817.78 Add: non-operating incomes 43,871,336.88 43,871,336.88 6,529,352.00 6,529,352.00 Less: non-operating expenses Including: loss from disposal of non-current assets 104. Total profit (“-” for total loss) 17,417,355.75 17,417,355.75 -21,328,465.78 -21,328,465.780 Less: income tax expenses 5. Net profit (“-” for total loss) 17,417,355.75 17,417,355.75 -21,328,465.78 -21,328,465.78 Attributable to owners of parent company 17,417,355.75 17,417,355.75 -21,328,465.78 -21,328,465.78 Minority interest 6. Earnings per share (1) Basic EPS 0.06 0.06 -0.07 -0.07 (2) Diluted EPS 0.06 0.06 -0.07 -0.07 7. Other composite income 0.00 0.00 0.00 0.00 8. Total composite income 17,417,355.75 17,417,355.75 -21,328,465.78 -21,328,465.78 Attributable to owners of parent company 17,417,355.75 17,417,355.75 -21,328,465.78 -21,328,465.78 Attributable to minority shareholders 4.4 Cash flow statement as of the period from year-begin to the end of report period Prepared by: Guangdong Sunrise Holdings Co., Ltd. Jan.-Sept. 2009 Unit: (RMB) Yuan This period Last period Items Consolidation Parent company Consolidation Parent company 1. Cash flows from operating activities Cash received from sales of goods or rending of services Net increase of deposits received from and held for customers Net increase of borrowings from central bank Net increase of inter-bank loans from other financial institutions Cash received against original insurance contract Net Cash received from reinsurance Net increase of client deposits and investments Net increase in disposal of held-for-trading financial assets Interests, handling charges and commission received Net increase of inter-bank funds received Net increase of cash received under repurchasing Tax and fare refunded 11Other cash received from operating activities 1,725,647.82 1,725,647.82 1,285,980.64 1,285,980.64 Sub-total of cash inflow from operating activities 1,725,647.82 1,725,647.82 1,285,980.64 1,285,980.64 Cash paid for goods and services Net increase of loans and advances Net increase of deposits in central bank, banks and other financial institutions Cash paid for original contract claim Cash paid for interests, fees and commissions Cash paid for policy dividends Cash paid to and for employees 598,341.24 598,341.24 726,439.99 726,439.99 Taxes and fares paid Other cash paid relating to operating activities 1,113,869.05 1,113,869.05 550,688.75 550,688.75 Sub-total of cash outflows from operating activities 1,712,210.29 1,712,210.29 1,277,128.74 1,277,128.74 Net cash flows from operating activities 13,437.53 13,437.53 8,851.90 8,851.90 2. Cash flows from investing activities Cash received from return of investments Cash received from investment income Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries and other operating units Other cash received relating to investing activities Sub-total of cash inflows of investing activities Cash paid for acquiring fixed assets, intangible assets and other long-term assets Cash paid for acquiring investments Net increase of pledge loans Net cash paid for acquisition of subsidiaries and other operating units Other cash paid relating to investing 12activities Sub-total of cash outflows of investing activities Net cash flow from investing activities 3. Cash flows of financing activities Cash received from absorbing investments Including: Cash received from minority shareholders of subsidiaries Cash received from borrowings Cash received from bonds issuing Other cash received relating to financing activities Sub-total of cash inflows of financing activities Cash paid for settling debts Cash paid for distribution of dividends or profits or reimbursing interest Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities Sub-total of cash outflows of financing activities Net cash flows of financing activities 4. Effect of foreign exchange rate changes 5. Net increase of cash and cash equivalents 13,437.53 13,437.53 8,851.90 8,851.90 Add: cash and cash equivalents at the beginning of this period 30,064.13 30,064.13 2,188.68 2,188.68 6. Cash and cash equivalents at period-end 43,501.66 43,501.66 11,040.58 11,040.58 4.5 Auditor’s report Audit opinion: Unaudited Guangdong Sunrise Holdings Co., Ltd. Chairman of the Board of Directors: Wang Jianyu 27 Oct. 2009 1314