Shenzhen International Enterprise Co., Ltd. The First Quarterly Report 2010 §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee, as well as directors, supervisors and senior executives of Shenzhen International Enterprise Co., Ltd. (hereinafter referred to as the Company) warrant that this report does not contain any false or misleading statements or omit any material facts, and will take all responsibilities, individual and joint for the authenticity, accuracy and completeness of the report. 1.2 All directors attended the Board meeting in person and reviewed and examined the first quarterly report 2010 except the following directors. Name Office title Reason Name of assignee Xiao Guangsheng Director Business trip Li Jingquan Li Mugui Director Business trip Li Jingquan Song Shengjun Director Business trip Li Jingquan 1.3 The first quarterly financial report has not been audited. 1.4 Chairman of the Board of the Company Mr. Li Jinquan, President Mr. Tang Dajin, and Vice President as well as Person in charge of Accounting and Chief Financial Officer Mr. Zhou Xiaoliang hereby confirm that the Financial Report of the Quarterly Report is true and complete. §2 Company Profile 2.1 Main accounting data and financial indexes Unit: RMB Yuan As at 31 Mar. 2010 As at 31 Dec. 2009 Increase/decrease (%) Total assets (Yuan) 1,461,450,018.03 1,451,667,225.56 0.67% Owner’s equity attributable to shareholders of listed company (Yuan) 215,040,857.28 225,778,093.67 -4.76% Share capital (Share) 220,901,184.00 220,901,184.00 Net assets per share attributable to shareholders of listed company (Yuan/share) 0.97 1.02 -4.90% Jan.-Mar. 2010 Jan.-Mar. 2009 Increase/decrease (%) Operating revenue (Yuan) 2,549,889.36 3,724,315.37 -31.53% Net profit attributable to shareholder of listed company (Yuan) -10,737,236.39 9,012,240.22 -219.14%Net cash flow arising from operating activities (Yuan) 29,071,436.22 -7,602,576.75 Net cash flow per share arising from operating activities (Yuan/share) 0.13 -0.03 Basic earnings per share (Yuan/share) -0.05 0.04 -225.00% Diluted earnings per share (Yuan/share) -0.05 0.04 -225.00% Weighted average return on equity (%) -4.87% 3.95% -8.82% Weighted average return on equity after deducting non-recurring gains and losses (%) -4.05% -1.89% -2.16% Items of non-recurring gains and losses Amount from the year-begin to the end of report period Gains and losses from entrusting loan -3,596,088.94 Total -3,596,088.94 Explanation on significant gains and losses Fine for breach of loan contract for projects 2.2 Total number of shareholders as at the end of reporting period and shares held by the top ten shareholders not subject to trading moratorium Total number of shareholders as at the end of reporting period 21,415 Particulars about shares not subject to moratorium held by the top ten shareholders Full name of shareholder Number of shares not subject to trading moratorium Type of share Multi Profit Asia Pacific Investment Ltd 30,264,192 Domestically listed foreign shares Shenzhen Special Economic Zone Development (Group) Co., Ltd. 21,566,857 RMB ordinary shares First Shanghai Securities Limited 16,473,541Domestically 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. 5,816,012 RMB ordinary shares Fang Ruiping 2,534,800 RMB ordinary shares Chen Shaolan 2,528,341 RMB ordinary shares Chen Shu 2,149,327 RMB ordinary shares Zeng Haixing 2,148,715 RMB ordinary shares §3 Significant Events 3.1 Particulars about large-margin change in items of the main accounting statement and financial index, as well as the reason √Applicable □Inapplicable (1) Long-term borrowings decreased 83% over the end of last year, mainly because mature loan increased and long-term borrowings decreased.(2) Business tax and surcharges increased 876% year-on-year, mainly because tax paid in this period increased. (3) Sales expenses decreased 57% year-on-year, mainly because selling and sales expensed decreased. (4) Administrative expenses increased 50% year-on-year, mainly because lease expenses increased. (5) Financial expenses increased 81% year-on-year, mainly because loan interest cannot be capitalized and expense increased. (6) Operating profit decreased 381% year-on-year, mainly because income decreased and expense increased. (7) Total profit decreased 371% year-on-year, mainly because income decreased and expense increased. (8) Cash received relating to other operating activities in this period increased 9283% year-on-year, mainly because external borrowings increased. (9) Cash paid for purchase of goods and accepting labor service in this period increased 1789% year-on-year, mainly because payment for projects increased. (10) Taxes paid in this period increased 82% year-on-year, mainly because taxes paid increased. (11) Cash for acquisition of fixed assets, intangible assets and other long-term assets in this period increased 100% year-on-year, mainly because the Company increased investment on purchase of assets. (12) Cash received from borrowings in this period increased 150% year-on-year, mainly because loan increased. (13) Other cash received relating to financing activities increased 100% year-on-year, mainly because the Company received loan discount. (14) Cash paid for debts in this period increased 288% year-on-year, mainly because repayment of loan increased. (15) Other cash paid for other financing activities decreased 100% year-on-year, mainly because financing expenses decreased. 3.2 Progress of the significant events and its effects, as well as analysis and on solutions □Applicable √Inapplicable 3.3 Implementation of commitments made by the Company, shareholders and the actual controller √Applicable □Inapplicable Commitment Commitment maker Content Implementation Commitments concerning share merger reform - - - Commitments concerning share trading moratorium - - - Commitments made in the acquisition Multi Profit Asia Pacific will not reduce Thereafter, they transferred the equitiesreport or the report on equity changes Investment Limited, and its controlling shareholder Mr. Zhang Jing, as well as acting-in-concert person Mr. Zhuang Huabing the shares acquired this time within 12 months of Multi Profit Asia Pacific Investment Limited. Shenzhen Stock Exchange denounced openly Multi Profit Asia Pacific Investment Limited, and Zhang Jing and Zhang Huabing. Commitments made when conducting significant asset reorganization - - - Commitments made in the issuance - - - Other commitments (including supplementary ones) - - - 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from the beginning of the year to the end of the next reporting period compared with the same period of last year according to prediction, as well as the reasons □Applicable √Inapplicable 3.5 Other significant events 3.5.1 Securities investment □Applicable √Inapplicable 3.5.2 Research, communication and interviews received in the reporting period In the reporting period, there was no field investigation, communication by telephone and written inquisition from investors. 3.5.3 Other significant events □Applicable √Inapplicable 3.6 Investment on derivative products □Applicable √Inapplicable 3.6.1 Derivative products held as at the end of the report period □Applicable √Inapplicable §4 Attachment 4.1 Balance Sheet Prepared by Shenzhen International Enterprise Co., Ltd Unit: RMB Yuan 31 Mar. 2010 Balance at the period-end Balance at the year-begin Items Consolidation Parent company Consolidation Parent company Current assets: Monetary funds 28,564,236.83 3,414,876.73 18,673,470.06 252,948.06 Settlement fund reserve Dismantle fundTransaction financial asset Notes receivable Account receivable 790,644.06 1,399,439.55 Account paid in advance 381,095.00 180,000.00 381,095.00 180,000.00 Premium receivables Receivables from reinsures Reinsurance contract reserve receivables Interest receivable Dividend receivable Other account receivable 6,331,078.26 165,531,688.00 8,271,682.45 175,779,689.75 Financial assets purchased under agreements to resell Inventories 1,351,362,754.31 1,347,795,365.80 Non-current assets due within 1 year Other current assets Total current assets 1,387,429,808.46 169,126,564.73 1,376,521,052.86 176,212,637.81 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 65,944,253.87 Investing property 1,425,573.97 1,072,167.20 1,445,567.83 1,084,763.51 Fixed asset 65,859,372.76 15,914,184.02 66,950,342.03 16,311,714.31 Project in construction Engineering material Fixed asset disposal Bearer biological asset Oil assets Intangible assets Development expense Goodwill Long-term expense to be apportioned 165,000.00 165,000.00 180,000.00 180,000.00 Deferred tax assets Other non-current assets Total of non-current assets 74,020,209.57 83,095,605.09 75,146,172.70 83,520,731.69 Total assets 1,461,450,018.03 252,222,169.82 1,451,667,225.56 259,733,369.50 Current liabilities: Short-term borrowings 6,000,000.00 Borrowing from Central Bank Deposits and due to banks and other financial institutions Placements from banks and other financialinstitutions Transaction financial liabilities Notes payable Account payable 516,970,072.04 570,599,631.60 Account received in advance 48,944,736.75 2,950,765.00 46,073,971.75 80,000.00 Financial assets sold under agreements to repurchase Handling charges and commission payable Employee’s compensation payable 3,265,737.15 1,069,731.58 4,034,257.43 1,385,993.95 Tax payable -270,864.77 2,492,481.96 4,782.62 2,497,675.52 Interest payable 413,498.25 768,248.25 Dividend payable 5,127,701.36 5,127,701.36 5,127,701.36 5,127,701.36 Other account payable 335,282,818.99 73,915,984.90 238,935,399.95 68,613,377.28 Due to reinsures Insurance contract reserve Customer deposits Amount payables under security underwriting Non-current liabilities due within 1 year 384,000,000.00 184,000,000.00 Other current liabilities Total current liabilities 1,293,733,699.77 85,556,664.80 1,055,543,992.96 77,704,748.11 Non-current liabilities: Long-term borrowings 44,000,000.00 254,000,000.00 Debentures payable Long-term payables Specific purpose account payables Provisions for contingent liabilities 6,000,000.00 6,000,000.00 6,000,000.00 6,000,000.00 Deferred tax liabilities Other non-current liabilities Deferred income 926,353.90 1,029,282.11 Total non-current liabilities 50,926,353.90 6,000,000.00 261,029,282.11 6,000,000.00 Total liabilities 1,344,660,053.67 91,556,664.80 1,316,573,275.07 83,704,748.11 Owner’s equity (or shareholders’ equity) Paid-up 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 Specific reserves Reserved fund 125,929,834.48 96,841,026.39 125,929,834.48 96,841,026.39 General risk provision Retained earnings -204,105,508.26 -222,028,149.96 -193,368,271.87 -206,665,033.59 Foreign exchange difference Total owners’ equity attributable to parent company 215,040,857.28 160,665,505.02 225,778,093.67 176,028,621.39 Minority interest -98,250,892.92 -90,684,143.18Total owner’s equity 116,789,964.36 160,665,505.02 135,093,950.49 176,028,621.39 Total liabilities and owner’s equity 1,461,450,018.03 252,222,169.82 1,451,667,225.56 259,733,369.50 4.2 Income statement Prepared by Shenzhen International Enterprise Co., Ltd Unit: RMB Yuan Jan.-Mar. 2010 Amount as at Jan.-Mar. 2010 Amount as at Jan.-Dec. 2009 Items Consolidation Parent company Consolidation Parent company Ⅰ. Total operation revenue 2,549,889.36 34,700.00 3,724,315.37 50,490.00 Including: sales revenue 2,549,889.36 34,700.00 3,724,315.37 50,490.00 Interest income Premium income Fee and commission income Ⅱ. Total operation cost 17,257,786.55 16,022,815.33 12,844,332.21 -1,023,642.37 Including: cost of sales 2,849,103.06 1,807.87 3,833,678.64 2,006.54 Interest expenses Fee and commission expenses Payments on surrenders Net claim expenses Net amount of withdrawn from the insurance contract reserve Policyholder dividends Amortized reinsurance expenses Business taxes and surcharges 246,798.80 132,729.19 Selling expenses 143,602.74 330,505.33 Administrative expenses 6,029,731.19 3,107,131.31 4,013,991.53 2,001,155.01 Financial expenses 7,965,596.23 -4,451,589.49 4,533,427.53 -3,026,803.92 Asset impairment loss 22,954.53 17,365,465.64 Add: gain/loss from changes in fair value (“-” for loss) Gain/loss from investment (“-” for loss) 750,000.00 750,000.00 Including: investment gains from affiliated enterprises and joint ventures Gains/losses from foreign exchange difference (“-” for loss) Ⅲ. Operation profit (“-” for loss) -14,707,897.19 -15,988,115.33 -8,370,016.84 1,824,132.37 Add: non-business income 88,040.00 13,326,821.32 13,326,131.20 Less: non-business expense 3,684,128.94 375,001.04 44,372.13 4,235.95 Including: losses from non-current asset disposal 21,204.01 6,858.89 Ⅳ. Total profit (“-” for loss) -18,303,986.13 -16,363,116.37 4,912,432.35 15,146,027.62 Less: income tax expenses Ⅴ. Net profit (“-” for loss) -18,303,986.13 -16,363,116.37 4,912,432.35 15,146,027.62 Attributable to owners of parent company -10,737,236.39 -16,363,116.37 9,012,240.22 15,146,027.62Minority interest -7,566,749.74 -4,099,807.87 Ⅵ. Earnings per share (I) Basic earnings per share -0.05 0.04 (II) Diluted earnings per share -0.05 0.04 Ⅶ. Other comprehensive income Ⅷ. Total comprehensive income -18,303,986.13 -16,363,116.37 4,912,432.35 15,146,027.62 Attributable to owners of parent company -10,737,236.39 -16,363,116.37 9,012,240.22 15,146,027.62 Attributable to minority shareholders -7,566,749.74 -4,099,807.87 4.3 Cash flow statement Prepared by Shenzhen International Enterprise Co., Ltd Unit: RMB Yuan Jan.-Mar. 2010 Amount in this period Amount in the previous period Items Consolidation Parent company Consolidation Parent company 1. Cash flows from operating activities Cash received from sales of goods or rendering of services 3,142,634.55 34,700.00 3,774,994.23 50,490.00 Deposits from customers and placements with banks and other financial institutions Net increase of borrowings from central banks Net increase of inter-bank loans from other financial institutions Cash received against original insurance contract Net cash received from reinsurance Net increase of policyholder deposits and investments Net increase in disposal of transaction financial assets Interest, handling charges and commissions received Net increase of placements from banks Net increase of cash received under repurchasing Tax and fare refunded Other cash received from operating activities 94,404,552.37 10,929,471.31 1,006,118.96 3,579,035.38 Sub-total of cash inflows from operating activities 97,547,186.92 10,964,171.31 4,781,113.19 3,629,525.38 Cash paid for goods and services 56,554,686.89 2,994,142.40 Net increase of loans and advances for customers Net increase of deposits in central bank, banks and other financial institutions Cash paid for original contract claims Cash paid for interest, fees and commissions Cash paid for policy dividendsCash paid to and on behalf of employees 4,681,731.67 1,402,339.10 3,634,256.13 872,708.86 Taxes and fares paid 942,615.73 172,022.63 517,495.71 173,356.33 Other cash paid relating to operating activities 6,296,716.41 9,069,881.91 5,237,795.70 32,064,770.44 Sub-total of cash outflows from operating activities 68,475,750.70 10,644,243.64 12,383,689.94 33,110,835.63 Net cash flows from operating activities 29,071,436.22 319,927.67 -7,602,576.75 -29,481,310.25 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 2,872,765.00 2,870,765.00 3,926,285.60 3,926,285.60 Net cash received from disposal of subsidiaries and other operating units Other cash received from investing activities Sub-total of cash inflows of investing activities 2,872,765.00 2,870,765.00 3,926,285.60 3,926,285.60 Cash paid for acquiring fixed assets, intangible assets and other long-term assets 87,529.00 28,764.00 Cash paid for investments 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 87,529.00 28,764.00 Net cash flows of investing activities 2,785,236.00 2,842,001.00 3,926,285.60 3,926,285.60 3. Cash flows of financing activities Cash received from absorbing investments Including: Cash received from minority shareholders of subsidiaries Cash received from borrowings 15,000,000.00 6,000,000.00 Cash received from bonds issuing Other cash received relating to financing activities 270,000.00 Sub-total of cash inflows of financing activities 15,270,000.00 6,000,000.00 Cash paid for settling debts 31,000,000.00 8,000,000.00 Cash paid for distribution of dividends or profit or reimbursing interest 6,235,905.45 8,579,559.99 219,724.99 Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities 3,500,000.00 Sub-total of cash outflows of financing activities 37,235,905.45 20,079,559.99 219,724.99 Net cash flows of financing activities -21,965,905.45 -14,079,559.99 -219,724.99 4. Effect of foreign exchange rate changes on cash and cash equivalents 5. Net increase of cash and cash equivalents 9,890,766.77 3,161,928.67 -17,755,851.14 -25,774,749.64Add: cash and cash equivalents at period-begin 18,673,470.06 252,948.06 68,414,884.06 26,129,141.95 6. Cash and cash equivalents at period-end 28,564,236.83 3,414,876.73 50,659,032.92 354,392.31 4.4 Auditor’s report Audit opinion: Un-audited