Shenzhen International Enterprise 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 Shenzhen International Enterprise 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. Li Jinquan, Chairman of the Board Directors, Mr. Tang Dajin, Person-in-charge of the accounting work, and Mr. Zhou Xiaoliang, Person-in-charge of the accounting department, hereby ensure 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) 1,124,415,120.92 1,126,126,509.48 -0.15% Owners’ equity attributable to shareholders of listed company (RMB) 227,975,482.77 218,861,548.42 4.16% Share capital (share) 220,901,184.00 220,901,184.00 0.00% assets per share attributable to eholders of listed company MB/share) 1.03 0.99 4.04% 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) 3,869,779.07 3.57% 13,105,582.18 20.25% Net profit attributable to shareholders of listed company (RMB) -1,253,974.76 3.64% 9,113,934.35 Net cash flows generated from - - -43,738,336.66 29.18%operating activities (RMB) Net cash flows per share generated from operating activities (RMB/share) - - -0.20 28.57% Basic earnings per share (RMB/share) -0.008 0.60% 0.041 21.50% Diluted earnings per share (RMB/share) -0.008 0.60% 0.041 21.50% Return on net assets (%) -0.84% -0.68% 4.00% 21.00% Rate of return on net assets after deducting extraordinary gains and losses (%) -1.16% -0.36% -3.44% -0.24% Unit: (RMB) Yuan Extraordinary gains and losses Amount from year-begin to the end of this report period Notes Effect on minority interest -72,438.88 Other items that fit the definition of extraordinary gains and losses 17,017,764.77 Total 16,945,325.89 - 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 25,481 Shareholding of top ten shareholders holding tradable shares Name of shareholder (full name) Number of tradable shares held at period-end Type of share MULTI PROFIT ASIA PACIFIC INVESTMENT LTD. 30,264,192 Domestically listed foreign shares SHENZHEN SDG CO., LTD. 21,566,857 RMB ordinary shares FIRST SHANGHAI SECURITIES LIMITED 16,546,541 Domestically listed foreign shares SHENZHEN MAOYE EMPORIUM LTD. 13,577,548 RMB ordinary shares F.C. (ASIA) HOLDINGS SDN. BHD. 8,215,594 Domestically listed foreign shares SHENZHEN TAITIAN INDUSTRIAL DEVELOPMENT CO., LTD. 6,356,012 RMB ordinary shares HONG KONG MENGXING INDUSTRIAL CO., LTD. 2,170,200 Domestically listed foreign shares CREDIT SUISSE SINGAPORE 1,399,673 Domestically listed foreign shares XIANG FUDING 1,270,293 RMB ordinary shares YANG JUN 1,206,100 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 End of report period Same period of last year Year-on-year increase/ decrease (%) Notes Monetary funds 22,872,491.62 105,295,609.7 -78% The construction was paid for. Accounts receivable 822,876.08 1,250,293.33 -34% Debts were collected. Prepayments 392,187 1,319,295 -70% Carried over into inventories Other receivables 5,099,334.56 19,518,299.61 -74% Debts were collected. Investment properties 1,465,561.69 7,426,900.8 -80% Assets were activated. Long-term deferred expenses 195,000 9,588,410.53 -98% The amortization of the long-term deferred expenses came to an end. Taxes and fares payable -195,097.21 302,972.18 -164% The profit of the property management subsidiary fell. Operation cost 11,830,885.33 7,566,900.66 56% The operation cost of the property management subsidiary increased. Business tax and surcharges 555,338.42 425,419.89 31% The income of the property management subsidiary increased. Selling expenses 661,010.65 8,649,686.48 -92% The sales of real estate decreased. Financial expenses 1,593,651.07 -732,315.32 318% The loan interest increased. Non-business income 16,427,891.35 9,687,594.26 70% Assets were activated, which contributed to the income increase. Non-business expenses 69,247.54 388,565.15 -82% The loss of asset disposal decreased. Net profit 2,452,799.7 -7,934,006.09 131% Assets were activated, which contributed to the profit growth. Net cash flows from investment activities 8,281,479.6 22,055,406.44 -62% There were less investment activities. Net cash flows from financing activities -10,085,535.38 83,662,272.99 -112% There were less new loans and more loans due and repaid.Net increase of cash and cash equivalents -45,542,392.44 43,952,611.61 -204% There were less new loans and more loans due and repaid. 3.2 Progress and influence of significant events, as well as the analysis on solutions √Applicable □Inapplicable Concerning relevant issues of the equity transfer contract and the house property use right transfer contract which involved the Company’s holding subsidiaries Shenzhen Rongfa Investment Co., Ltd. (hereinafter referred to as “Rongfa Company”), Shenzhen SIEC Property Management Co., Ltd. (hereinafter referred to as “Property Management Company”) and Shenzhen Baotian Investment & Development Co., Ltd. (hereinafter referred to as “Baotian Company”), the Company disclosed them in the Third Quarterly Report 2007, the Semi-Annual Report 2008 and the public notice on 30 Jan. 2008 on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn Due to the disputes arising from the execution of the contracts, Rongfa Company and Property Management Company proceeded against Baotian Company to Shenzhen Luohu People’s Court. Luohu Court made the judgment for the first trial of the case at the end of Sept. 2008, which terminated the house property use right transfer contract between Rongfa Company and Baotian Company and sentenced Baotian Company to pay about RMB 7 million to the Company. The Company appealed against the decision. Recently, Guangdong Shenzhen Intermediate People’s Court issued the Civil Judgment (2008) SZFMWZZ No.2867 (with more details disclosed in the Public Notice on Significant Lawsuit on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn dated 29 Oct. 2009). Presently, the case is being executed. 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 - - Commitments concerning trading moratorium on shares Shenzhen SDG Group Co., Ltd. made the following commitments in the share merger reform: The non-tradable shares held by SDG Group would not be listed for trading or transferred within 12 months since those shares became tradable. Upon the expiration of the aforesaid commitment, SDG Group might list and sell the originally non-tradable shares held by it in the stock exchange, but the sold shares would not exceed 5% of the total shares of SIEC within 12 months, and not exceed 10% within 24 months. Up until 30 Sept. 2009, the promisors had met the commitments made by themCommitments made in the Acquisition Report or the Report on Equity Changes Multi Profit Asia Pacific Investment Ltd., its actual controller and its concerted-action parties made a promise that they would not reduce, in the following 12 months, the 30,264,192 SIEC B-shares acquired by them. Up until 30 Sept. 2009, the promisors had met the commitments made by them. By the report date, Ms. Zhang Jing, the actual controller of Multi Profit Asia Pacific Investment Ltd. (MPAPI) had transferred the 51% MPAPI equities held by her to Mr. Zheng Kanghao. (For more details, please refer to the Public Notice No.2009-27 disclosed on Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn dated 20 Oct. 2009.) Commitments made in significant asset reorganization - - Commitments made when issuing shares - - Other commitments (including supplementary commitments) - - 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 The Company did not offer capital to its controlling shareholder or its related parties, and not provide outward guarantees in violation of prescribed procedures. 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 9 Sept. 2009 Main Meeting Room of the Company Field research Hongyuan Securities Co., Ltd. Overall operation of the Company’s main businesses 3.6 Derivatives Investment □Applicable √Inapplicable 3.6.1 Positions of derivatives investment held by the Company at period-end □Applicable √Inapplicable§4. Appendix 4.1 Balance sheet Prepared by Shenzhen International Enterprise Co., Ltd 30 Sep. 2009 Unit: RMB Yuan Closing balance Opening balance Item Consolidation Parent company Consolidation Parent company Current assets: Monetary funds 22,872,491.62 351,812.29 68,414,884.06 26,129,141.95 Settlement fund reserve Dismantle fund Transaction financial asset Notes receivable Account receivable 822,876.08 1,287,719.72 Account paid in advance 392,187.00 180,000.00 816,795.00 180,000.00 Premium receivables Receivables from reinsurers Reinsurance contract reserve receivables Interest receivable Dividend receivable Other account receivable 5,099,334.56 195,821,727.49 5,898,179.41 158,069,588.23 Financial assets purchased under agreements to resell Inventories 1,020,572,166.18 965,170,729.88 Non-current assets due within 1 year Other current assets Total current assets 1,049,759,055.44 196,353,539.78 1,041,588,308.07 184,378,730.18 Non-current assets: Loans and advance Available for sale financial assets Held to maturity investments Long-term account receivable Long-term equity investment 6,570,262.84 65,944,253.87 6,570,262.84 65,944,253.87Investing property 1,465,561.69 1,097,359.82 1,755,450.46 1,365,055.94 Fixed asset 66,425,240.95 16,998,173.69 75,972,488.11 24,754,990.04 Project in construction Engineering material Fixed asset disposal Bearer biological asset Oil assets Intangible assets Development expense Goodwill Long-term expense to be apportioned 195,000.00 195,000.00 240,000.00 240,000.00 Deferred tax assets Other non-current assets Total of non-current assets 74,656,065.48 84,234,787.38 84,538,201.41 92,304,299.85 Total assets 1,124,415,120.92 280,588,327.16 1,126,126,509.48 276,683,030.03 Current liabilities: Short-term loans 6,000,000.00 8,000,000.00 Loans from central bank Deposits received and hold for others Placements From Banks Other Financial Institutions Transaction financial liabilities Notes payable Account payable 230,062,829.14 243,472,627.76 Account received in advance 46,868,971.75 90,000.00 59,411,157.15 13,412,185.40 Financial assets sold under agreements to repurchase Handling charges and commission payable Employee’s compensation payable 2,403,269.97 750,020.61 3,357,743.19 1,318,426.30 Tax payable -195,097.21 2,453,718.58 17,096.76 2,453,401.54 Interest payable 610,875.00 1,002,787.50Dividend payable 5,127,701.36 5,127,701.36 5,127,701.36 5,127,701.36 Other account payable 216,439,426.94 43,605,479.35 210,873,595.06 44,692,535.39 Due to reinsurers Insurance contract reserve Customer deposits Amount payables under security underwriting Non-current liabilities due within 1 year 14,978,700.00 14,978,700.00 14,992,300.00 14,992,300.00 Other current liabilities Total current liabilities 522,296,676.95 67,005,619.90 546,255,008.78 81,996,549.99 Non-current liabilities: Long-term borrowings 438,000,000.00 418,000,000.00 Bonds payable Long-term payables Specific purpose account payables Deferred income 11,801,909.16 11,801,909.16 11,801,909.16 11,801,909.16 Provisions for contingent liabilities Deferred tax liabilities 1,235,138.52 1,440,994.95 Other non-current liabilities Total non-current liabilities 451,037,047.68 11,801,909.16 431,242,904.11 11,801,909.16 Total liabilities 973,333,724.63 78,807,529.06 977,497,912.89 93,798,459.15 Owner’s equity (or shareholders’ equity) Paid-in capital (or share capital) 220,901,184.00 220,901,184.00 220,901,184.00 220,901,184.00 Capital surplus 72,315,347.06 64,951,444.59 72,315,347.06 64,951,444.59 Less: Treasury Stock Special reserves Surplus reserve 125,929,834.48 96,841,026.39 125,929,834.48 96,841,026.39 General risk provision Retained earnings -191,170,882.77 -180,912,856.88 -200,284,817.12 -199,809,084.10 Foreign exchange difference Total owners' equity 227,975,482.77 201,780,798.10 218,861,548.42 182,884,570.88attributable to holding company Minority interest -76,894,086.48 -70,232,951.83 Total owner’s equity 151,081,396.29 201,780,798.10 148,628,596.59 182,884,570.88 Total liabilities and owner’s equity 1,124,415,120.92 280,588,327.16 1,126,126,509.48 276,683,030.03 4.2 Income statement during the reporting period Prepared by Shenzhen International Enterprise Co., Ltd Jul.-Sep. 2009 Unit: RMB Yuan Jul.-Sep. 2009 Jul.-Sep. 2008 Items Consolidation Parent company Consolidation Parent company I. Total sales 3,869,779.07 25,450.00 3,736,459.52 146,562.00 Including: Sales 3,869,779.07 25,450.00 3,736,459.52 146,562.00 Interests income Premium income Handling charges and commission income II. Total cost of sales 8,306,045.67 2,997,626.47 10,588,566.37 6,405,427.68 Including: Cost of sales 3,843,221.33 1,922.96 2,510,880.20 8,665.10 Interests expenses Service charge and commission income Cash surrender value Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 156,774.21 135,092.85 Distribution expenses 3,381,910.73 Administrative expenses 4,908,728.18 2,520,537.06 3,716,473.34 1,558,937.77 Financial costs 247,969.53 -3,656,250.28 844,209.25 -6,070,303.86 Impairment loss -850,647.58 4,131,416.73 10,908,128.67Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: income form investment on affiliated enterprise and jointly enterprise Foreign exchange difference (“-” means loss) III. Business profit (“-” means loss) -4,436,266.60 -2,972,176.47 -6,852,106.85 -6,258,865.68 Add: non-business income 749,283.80 593,535.60 1,020,915.67 1,009,753.03 Less: non-business expense 2,066.34 269,048.28 62,813.00 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) -3,689,049.14 -2,378,640.87 -6,100,239.46 -5,311,925.65 Less: Tax expense 7,934.69 V. Net profit (“-” means loss) -3,689,049.14 -2,378,640.87 -6,108,174.15 -5,311,925.65 -Attributable to parent company -1,908,255.04 -2,378,640.87 -1,209,982.97 -5,311,925.65 -Minority interest -1,780,794.10 -4,898,191.18 VI. Earnings per share (I) Basic earnings per share -0.008 -0.007 -0.005 -0.024 (II) Diluted earnings per share -0.008 -0.007 -0.005 -0.024 VII. Other comprehensive income VIII. Total comprehensive income -3,689,049.14 -2,378,640.87 -6,108,174.15 -5,311,925.65 Total comprehensive income attributable to owner of parent company -1,908,255.04 -2,378,640.87 -1,209,982.97 -5,311,925.65 Total comprehensive income attributable to minority shareholders -1,780,794.10 -4,898,191.184.3 Income statement from the year-begin to the end of reporting period Prepared by Shenzhen International Enterprise Co., Ltd Jan.-Sep. 2009 Unit: RMB Yuan Jan.-Sep. 2009 Jan.-Sep. 2008 Items Consolidation Parent company Consolidation Parent company I. Total sales 13,105,582.18 992,460.00 10,898,306.98 422,392.00 Including: Sales 13,105,582.18 992,460.00 10,898,306.98 422,392.00 Interests income Premium income Handling charges and commission income II. Total cost of sales 27,770,854.27 -974,828.28 27,889,226.92 19,416,839.95 Including: Cost of sales 11,830,885.33 225,203.38 7,566,900.66 33,136.31 Interests expenses Service charge and commission income Cash surrender value Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 555,338.42 425,419.89 Distribution expenses 661,010.65 8,649,686.48 Administrative expenses 14,121,549.55 6,730,075.08 12,943,838.10 5,752,373.04 Financial costs 1,593,651.07 -10,656,140.88 -732,315.32 -17,584,260.04 Impairment loss -991,580.75 2,726,034.14 -964,302.89 31,215,590.64 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) 750,000.00 750,000.00 Including: income form investment on affiliated enterprise and jointly enterpriseForeign exchange difference (“-” means loss) III. Business profit (“-” means loss) -13,915,272.09 2,717,288.28 -16,990,919.94 -18,994,447.95 Add: non-business income 16,427,891.35 16,183,174.89 9,687,594.26 1,502,932.36 Less: non-business expense 69,247.54 4,235.95 388,565.15 166,513.00 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 2,443,371.72 18,896,227.22 -7,691,890.83 -17,658,028.59 Less: Tax expense -9,427.98 242,115.26 V. Net profit (“-” means loss) 2,452,799.70 18,896,227.22 -7,934,006.09 -17,658,028.59 -Attributable to parent company 9,113,934.35 18,896,227.22 -494,812.78 -17,658,028.59 -Minority interest -6,661,134.65 -7,439,193.31 VI. Earnings per share (I) Basic earnings per share 0.041 0.086 -0.002 -0.080 (II) Diluted earnings per share 0.041 0.086 -0.002 -0.080 VII. Other comprehensive income VIII. Total comprehensive income 2,452,799.70 18,896,227.22 -7,934,006.09 -17,658,028.59 Total comprehensive income attributable to owner of parent company 9,113,934.35 18,896,227.22 -494,812.78 -17,658,028.59 Total comprehensive income attributable to minority shareholders -6,661,134.65 -7,439,193.31 4.4 Cash flow statement from the year-begin to the end of reporting period Prepared by Shenzhen International Enterprise Co., Ltd Jan.-Sep. 2009 Unit: RMB Yuan This period Last period Items Consolidation Parent company Consolidation Parent company I. Cash flows from operating activitiesCash received from sales of goods or rending of services 13,052,541.04 992,460.00 14,294,615.53 422,392.00 Net increase of deposits received and held for others Net increase of loans from central bank Net increase of inter-bank loans from other financial assets Cash received against original insurance contract Net Cash received from reinsurance Net increase of client deposit and investment Net increase of disposal of tradable financial assets Cash received as Interests, fees and commissions received Net increase of inter-bank fund received Cash received under repurchasing, net Tax returned Other cash received from operating activities 19,826,000.95 5,036,374.74 21,489,985.85 40,968,550.87 Sub-total of cash inflow from operating activities 32,878,541.99 6,028,834.74 35,784,601.38 41,390,942.87 Cash paid for goods and services 40,919,091.15 36,101,038.72 Net increase of loans and advances Net increase of deposit in central bank, banks and other financial institutions Cash paid for original contract claimCash paid for interests, fees and commission Cash paid for policy dividend Cash paid to and for employees 11,067,966.16 3,355,466.57 10,947,198.69 2,546,688.00 Cash paid for all types of taxes 3,214,031.79 1,218,307.30 2,511,796.69 791,306.47 Other cash paid relating to operating activities 21,415,789.55 34,913,498.60 47,989,635.10 53,630,852.59 Sub-total of cash outflows 76,616,878.65 39,487,272.47 97,549,669.20 56,968,847.06 Net cash outflow in operating activities -43,738,336.66 -33,458,437.73 -61,765,067.82 -15,577,904.19 II. Cash Flows from Investing Activities Cash received from return of investments 20,000.00 20,000.00 Cash received from investment income Net cash received from disposal of fixed assets, intangible assets and other long-term assets 8,339,798.60 8,339,798.60 6,256,311.44 6,254,941.44 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 8,359,798.60 8,359,798.60 22,256,311.44 22,254,941.44 Cash paid for acquisition of fixed assets, intangible assets and other long-term assets 78,319.00 9,750.00 200,905.00 92,916.00 Net cash received for disposal of subsidiaries and other operating units 16,000,000.00 16,000,000.00 Cash paid forinvestments Net increase of pledge loans Net cash paid for acquisition of subsidiaries and other operating units Other cash paid relating to investing activities Sub-total of cash outflows of investing activities 78,319.00 9,750.00 200,905.00 92,916.00 Net cash inflow from investing activities 8,281,479.60 8,350,048.60 22,055,406.44 22,162,025.44 III. Cash Flows from Financing Activities: Cash received from investment Including: Cash received from minority shareholders of subsidiaries Cash received from borrowings 26,000,000.00 117,000,000.00 Cash received from bonds issuing Cash received relating to financing activities Sub-total of cash inflows of financing activities 26,000,000.00 117,000,000.00 Cash paid for repayments of borrowings 8,000,000.00 16,823,322.57 16,823,322.57 Cash paid for dividends, profit distribution or interest 24,325,535.38 668,940.53 16,514,404.44 949,106.24 Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities 3,760,000.00 Sub-total of cash 36,085,535.38 668,940.53 33,337,727.01 17,772,428.81outflows of financing activities Net cash inflow from financing activities -10,085,535.38 -668,940.53 83,662,272.99 -17,772,428.81 IV. Effect of foreign exchange rate changes V. Net decrease in cash and cash equivalents -45,542,392.44 -25,777,329.66 43,952,611.61 -11,188,307.56 Add : Opening amount of cash and cash equivalents 68,414,884.06 26,129,141.95 61,342,998.09 11,369,551.37 VI. Closing balance of cash and cash equivalents 22,872,491.62 351,812.29 105,295,609.70 181,243.81 4.5 Auditor’s report Audit opinion: Un-audited