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深赛格B:2009年第三季度报告(英文版)2009-10-22  

						Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    1

    Shenzhen SEG Co., Ltd.

    The Third Quarterly Report for 2009

    (Full Text)

    §1. Important Notes

    1.1 Board of Directors and the Supervisory Committee of Shenzhen SEG Co., Ltd. (hereinafter

    referred to as the Company) and its directors, supervisors and senior executives hereby confirm that

    there are no any fictitious statements, misleading statements, or important omissions carried in this

    report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and

    completion of the whole contents.

    1.2 All the directors presented the board meeting on discussing the Third Quarterly Report except

    for the following directors.

    Name of absent

    directors

    Posts of absent

    directors

    Reasons for absence

    from the meeting

    Name of entrustee

    Jia Heting Independent Director Business Engagement Yang Rusheng

    1.3 The Third Quarterly Financial Report of 2009 has not been audited by CPAs.

    1.4 Zhang Weimin, Person in Charge of the Company; Li Lifu, Person in Charge of Accounting

    Work; Ying Huadong, Person in Charge of Accounting Organization (Accounting Officer) hereby

    confirm that the Financial Report of the Third Quarterly Report is true and complete.

    §2. Company Profile

    2.1 Main accounting highlights and financial indexes:

    Unit: RMB

    Sep. 30, 2009 Dec. 31, 2008 Increase/decrease scope

    (%)

    Total assets (RMB) 1,482,483,593.90 1,579,346,581.33 -6.13%

    Owners’ equities attributable to the

    shareholders of listed company (RMB) 1,130,444,369.63 1,297,772,121.85 -12.89%

    Share capital (Share) 784,799,010.00 784,799,010.00 0.00%

    Net assets per share attributable to the

    shareholders of listed company

    (RMB/Share)

    1.44 1.65 -12.73%

    July-Sep. 2009

    Increase/decrease

    over the same

    period of the last

    year (%)

    Jan.-Sep. 2009

    Increase/decrease

    over the same

    period of the last

    year (%)

    Total operating income (RMB) 69,649,034.41 -11.55% 207,531,519.48 -7.97%

    Net profit attributable to the

    shareholders of listed company (RMB) -33,284,043.64 -- -179,367,562.66 --

    Net cash flow arising from operating

    activities (RMB) - - 53,732,623.69 55.66%

    Net cash flow arising from operating

    activities per share (RMB/Share) - - 0.07 55.66%

    Basic earnings per share (RMB/Share) -0.0424 -- -0.2286 --

    Diluted earnings per share (RMB/Share) -0.0424 -- -0.2286 --

    Return on equity (%) -2.94% -3.80% -15.87% -18.93%Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    2

    Return on equity after deducting

    non-recurring gains and losses (%) -4.72% -5.67% -22.44% -25.36%

    Unit: RMB

    Items of non-recurring gains and losses Amount from year begin to

    the end of report period Remarks

    Gains/losses from the disposal of non-current assets 81,118,913.08

    Reversal of provisions for asset impairment of account

    receivable which is made singly impairment test 3,900,000.00

    Other non-operating income and expense excluded the

    aforementioned business 1,871,101.69

    Impact on income tax -12,530,358.96

    Total 74,359,655.81 -

    2.2 Total number of shareholders at the end of the report period and shares held by the top ten

    shareholders with unrestricted conditions

    Unit: Share

    Total number of shareholders

    at the end of report period 67,864

    Particulars about the shares held by the top ten shareholders with unrestricted conditions

    Full Name of shareholder Unrestricted shares held Type of shares

    SHENZHEN SEG GROUP CO., LTD. 237,359,666 RMB common share

    GUANGZHOU FODAK ENTERPRISE

    GROUP CO., LTD. 18,880,334 RMB common share

    Taifook Securities Company

    Limited-Account Client 5,550,303 Domestically listed foreign share

    XU XIN HU 3,847,490 Domestically listed foreign share

    GUOTAI JUNAN

    SECURITIES(HONGKONG) LIMITED 3,448,257 Domestically listed foreign share

    SHANGHAI QILE ECONOMIC AND

    TRADE CO., LTD. 2,804,330 RMB common share

    LIU ZI LI 2,799,000 Domestically listed foreign share

    ZHUANG JING PING 2,075,000 RMB common share

    NORGES BANK 1,890,226 Domestically listed foreign share

    JI HONG TAO 1,770,000 RMB common share

    §3. Significant events

    3.1 Particulars about material changes in items of main accounting statement and financial index,

    and explanations of reasons

    √Applicable □Inapplicable

    (I)Items of balance sheet

    1. Account receivable: RMB 17,602,200 was decreased, 47.50% down over the same period-end of

    last year, which was mainly due to that: the Company sold equities of its subsidiary-Shenzhen SEG

    Communications Co., Ltd. (referred to SEG Communications later) in this report period, while

    account of RMB 23.52 million receivable from SEG Communications was consolidated by the

    Company in the same period-end of last year, which didn’t happen at the end of this report period.

    2. Other receivable: RMB 18,440,600 was increased, 120.89% up over the same period-end of lastShenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    3

    year, which was mainly due to that: the Company newly consolidated Changsha Xinxing

    Development Co., Ltd. (referred to Changsha Xinxing later) in this report period, thus

    correspondingly consolidated RMB 24.58 million, the other receivables of Changsha Xinxing, at the

    end of this period.

    3. Inventory: RMB 3,183,100 was decreased, 57.71% down over the same period-end of last year,

    which was mainly due to that: inventory of RMB 4.81 million was consolidated by the Company at

    period-end of last year from SEG Communications, while no such consolidation happened at

    period-end of this year.

    4. Long-term equity investment: RMB 314,488,600 was decreased, 56.29% down over the same

    period-end of last year, which was mainly due to that: in this report period, Shenzhen SEG Samsung

    Co., LTD. (referred to SEG Samsung later) which absorbed stock investment from the Company

    made a loss of RMB 1,324,210,500. For that, the Company correspondingly reduced RMB

    297,347,700 in long-term equity investment.

    5. Fixed assets: RMB 142,064,300 was increased, 242.47% up over the same period-end of last year,

    which was mainly due to that: the fixed assets of Changsha Xinxing amounting to RMB 150,967,800

    were newly consolidated in this report period.

    6. Construction in progress: RMB 12,104,400 was increased, 1,282.22% up over the same period-end

    of last year, which was mainly due to that: the construction in progress of Changsha Xinxing

    amounting to RMB 10,828,600 was newly consolidated in this report period.

    7. Goodwill: RMB 9,986,600 was increased over the same period-end of last year, which was mainly

    due to the balance between the investment cost paid by the Company in this period for purchasing

    46% equities of Changsha Xinxing and fair value quotient of recognizable assets of Changsha

    Xinxing.

    8. Short-term loans: RMB 1.75 million was decreased, 100% down over the same period-end of last

    year, which was mainly due to that: short-term loans of RMB 1.75 million were consolidated by the

    Company from SEG Communications at period-end of last year, while no such consolidation

    happened at period-end of this year.

    9. Account payable: RMB 10,952,500 was decreased, 35% down over the same period-end of last

    year, which was mainly due to that: account payable of RMB 26.41 million was consolidated by the

    Company from SEG Communications at period-end of last year, while no such consolidation

    happened at period-end of this year.

    10. Account received in advance: RMB 34,741,500 was decreased, 30.07% down over the same

    period-end of last year, for rent received in advance at period-end of last year had been confirmed as

    operating income for individual month.

    11. Tax payable: RMB 11,303,100 was increased, 107.13% up over the same period-end of last year,

    which was mainly due to the increase of enterprise income tax payable for this report period.

    12. Deferred income tax liability: RMB 22,893,900 was increased, 7,812.53% up over the same

    period-end of last year, which was mainly due to that: the deferred income tax liability of Changsha

    Xinxing amounting to RMB 22,893,900 was newly consolidated in this report period.

    (II)Items of profit statement

    1. Operating expenses: RMB 7,764,800 was decreased, 80.58% down year-on-year, which was

    mainly due to that: the Company sold equities of SEG Communications and Chongqing SEG

    Electron Market Co., Ltd. (referred to Chongqing SEG later) in this report period, thus operating

    expenses occurred after the trading day had not been consolidated any longer.

    2. Financial expenses: RMB 10,679,600 was decreased year-on-year, which was mainly due to that:

    no bank loan interests occurred during the report period, besides, part bank savings of the Company

    were transferred to be fixed deposit, which brought increase in interest income.Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    4

    3. Assets impairment loss: RMB 2,240,800 was decreased year-on-year, which was mainly due to

    that: the Company received the arrearage from Shenzhen SEG Dasheng Co., Ltd. (referred to

    Shendasheng later) in this report period, so depreciation reserve of RMB 3.9 million withdrawn in

    previous period was switched back.

    4. Investment income: RMB 263,826,900 was decreased year-on-year, which was mainly due to that:

    SEG Samsung made a loss of RMB 1,324,210,500 in this report period, thus the Company decreased

    long-term equity investment of RMB 297,347,700.

    5. Income tax expenses: RMB 19.61 million was increased year-on-year with increase rate of

    243.63%, which was mainly due to that: the Company sold equities of SEG Samsung, Shenzhen SEG

    GPS Scientific Navigations Co., Ltd. (referred to SEG GPS later), SEG Communications and

    Chongqing SEG in this report period, which brought increase of RMB 70.98 million in income tax

    payable and RMB 14.19 million in income tax expenses.

    (III)Items of cash flow statement

    1. Various taxes paid: RMB 29,145,700 was decreased year-on-year with decrease rate of 31.80%,

    which was mainly due to that: the Company sold equities of SEG Communications and Chongqing

    SEG in this report period, thus no amount of this item occurred from the two companies after the

    trading day had been consolidated.

    2. Cash received from disposal of investment: RMB 96,317,600 was decreased year-on-year with

    decrease rate of 52.20%, which was mainly due to that: in the same period of last year, the Company

    received RMB 184.51 million for it sold equities of Shenzhen SEG Zhongdian Color Display Co.,

    Ltd. at the end of 2007. Meanwhile, during this report period, the Company totally received RMB

    88,192,400 for transferring equities of SEG Samsung, SEG GPS and Shendasheng, etc.

    3. Cash received from returns on investments: RMB 3,528,600 was increased year-on-year with

    increase rate of 44.6%, which was mainly due to that: the Company received more bonuses from

    invested companies in this report period year-on-year.

    4. Net cash received from disposal of fixed assets, intangible assets and other long-term assets: RMB

    2,798,900 was decreased year-on-year with decrease rate of 86.53%, which was mainly due to that:

    the Company reduced sales of fixed assets in this period year-on-year.

    5. Net cash received from disposal of subsidiaries and other business entities: RMB 24,476,600 was

    increased year-on-year, which was mainly due to the increasing cash flow-in arising from selling

    SEG Communications and Chongqing SEG in the report period.

    6. Cash paid for purchasing and constructing of fixed assets, intangible assets and other long term

    assets: RMB 9,929,300 was increased year-on-year with increase rate of 257.89%, which was mainly

    due to the decoration expenses occurred by Changsha Xinxing in the report period.

    7. Net cash paid for acquisition of subsidiaries and other business entities: RMB 67,801,300 was

    increased year-on-year, which was mainly due to that the Company purchased equities of Changsha

    Xinxing in the report period, and paid RMB 69 million for this purchase.

    8. Other cash paid relating to investing activities: RMB 3.88 million was decreased year-on-year with

    decrease rate of 63.52%, which was mainly due to that: the Company sold equities of SEG

    Communications and Chongqing SEG in this report period, thus amount of this item occurred after

    the trading day had not been consolidated any longer.

    9. Cash received from loans: RMB 60 million was decreased year-on-year, which was mainly due to

    that: the Company obtained bank loan amounting to RMB 60 million in the same period of last year,

    while no such bank loan happened in this report period.

    10. Cash paid for settling the debts: RMB 94,939,700 was decreased year-on-year, which was mainly

    due to that: the Company returned bank loans in the same period of last year, while the Company had

    no bank loans in this report period.Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

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    3.2 Progress of significant events, their influences, and analysis and explanation of their solutions

    □Applicable √Inapplicable

    3.3 Implementations of commitments by the Company, shareholders and actual controller

    √Applicable □Inapplicable

    Commitments Content of commitments Implementation

    Commitments for Share Merger

    Reform

    Shareholders of non-tradable A

    shares make relative legal

    commitments in accordance

    with Measures for the

    Administration of the Share

    Merger Reform of Listed

    Companies and implement the

    commitments. The commitments

    are: not trading or transferring

    shares within 12 months from

    the day of implementation of the

    reform; after the aforementioned

    time limitation was due, expired,

    if shareholders of original

    non-tradable A shares with a

    stake over 5% were to sell the

    original non-tradable A shares

    through listing in stock

    exchange, the sales volume

    should be no more than 5% of

    the total of the Company within

    12 months and no more than

    10% within 24 months.

    The original non-circulating shareholders

    involved in this share merger reform all have

    implemented their commitments.

    Commitments on share restriction

    for trading Naught Inapplicable

    Commitments made in Acquisition

    Report or Reports on Change in

    Interests

    Naught Inapplicable

    Commitments made in Material

    Assets Reorganization Naught Inapplicable

    Commitments made in issuing

    Article 5 of the Equity Transfer

    Agreement which the Company

    had signed with SEG Group at

    the time of the Company’s

    listing stipulated: SEG Group

    permits the Company, as well as

    subsidiaries of the Company and

    affiliated companies to use the 8

    registered trademarks that SEG

    Group has presently registered

    at the State Trademark Office; it

    also permits the Company to

    take the aforesaid trademarks

    and symbols that are similar to

    these marks as the symbol of the

    Company, as well as to use the

    aforesaid symbols or symbols

    that are similar to these symbols

    In the report period, this commitment was still

    implemented according to the commitment.Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    6

    during the operation process; the

    Company doesn’t have to pay

    SEG Group any fee for the use

    of the aforesaid trademarks or

    symbols.

    Other commitments (including

    additional commitments)

    1. According to the problem of

    “Your company’s existing same

    industry competition in the

    electronic market business with

    SEG Group” appointed by

    Shenzhen Securities Regulatory

    Bureau in 2007 at the spot

    investigation of the Company,

    the Company received SEG

    Group’s Consent Letter on

    Sep.14, 2007, with the content

    as follows: Our company’s

    familiar business in electronic

    market of Shenzhen with

    Shenzhen SEG Group Co. Ltd.

    occurred on the basis of

    historical reasons and had

    objective market developing

    background. Our Group

    promised that we will not have

    business single in the same city

    with Shenzhen SEG. The matter

    has been disclosed on China

    Securities, Securities Times,

    Hong Kong Wen Wei Po and

    http://www.cninfo.com.cn dated

    Sep. 18, 2007.

    2. On Oct. 18th of 2007, SEG

    Group, the first largest

    shareholder of the Company,

    issued Commitment Letter on

    Strengthening Management over

    Non-public Information to the

    Company and Shenzhen

    Securities Regulatory Bureau, in

    which it was promised that our

    company would establish and

    perfect the internal control

    management over the acquired

    non-public information of listed

    companies; supervise the

    relevant information insider in

    our company and the actual

    controllers of the company not

    to buy the securities of your

    company taking advantage of

    the non-public information of

    your company; not suggest

    others to trade the securities of

    your company; not to leak the

    non-public information of your

    company and offer the list of

    In the report period, SEG Group has

    implemented the aforementioned commitment.Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    7

    insider in our company and

    actual controllers of our

    company knowing the

    non-public information of your

    company and your company

    could hand this name list to

    Shenzhen Securities Regulatory

    Bureau and Shenzhen Stock

    Exchange for records.

    3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report

    period to be loss probably or the warning of its material change compared with the corresponding

    period of the last year and explanation of reason

    √Applicable □Inapplicable

    Forecast of performances Losses

    Year-begin to the end of

    next report period

    The same period of

    last year Change of increase/decrease (%)

    Estimated amount of

    accumulative net

    profit(RMB’0000)

    -19,000 to -24,000.00 4,857.95 Declined

    Basic earnings per

    share(RMB/Share) -0.2421 to -0.3058 0.0619 Declined

    Explanations on forecast

    of performances

    The main reasons for the losses of the Company: SEG Samsung which was calculated

    by the Company according to equity method was predicted to be in losses of RMB 1.35

    billion to RMB 1.55 billion till the end of year

    3.5 Particulars about the other significant events which needed explanations

    1. As the information the Company disclosed in Semi-annual Report 2009, that the Company indicted

    the defendant - Shenzhen SEG Commercial Machine Co., Ltd. (hereinafter referred to as Commercial

    Machine Co., Ltd.) and Li Zhongda about the loan and guarantee contract dissension case, with the

    object executed RMB 2,819,996.61, including the principal RMB 1,967,152, the interest RMB

    733,233.39, and the overdue interest RMB 104,864.72. The opposite party should bear RMB

    14,746.50, which is the expense for the first trial. On February 17, 2009, the Company received the

    account of RMB 609,693.29 through China Everbright Bank from Shenzhen Futian District People's

    Court, which was the repayment the defendants SEG Commercial Machine Co., Ltd and Li Zhongda

    owned to the Company. After the Company received the account, the account receivable from SEG

    Commercial Machine Co., Ltd and Li Zhongda owned to the Company was reduced. On August 14,

    2009, the Company reached reconciliation and signed Reconciliation Agreement with the defendants.

    Till then, the case was executed completely.

    2. As for the lawsuit on guarantee for expired loan amounting to RMB 10 million of Shendasheng

    from Shenzhen Development Bank disclosed in the Semi-annual Report 2009, the Company reached

    Executing Reconciliation Agreement with Shendasheng and Guangzhou Borong Investment Co., Ltd.

    through presidence and mediation by the court on October 13, 2009. Details refer to Notice on

    Progress of Significant Lawsuits of Shenzhen SEG Co., Ltd. published on Securities Times, China

    Securities Journal, Hong Kong Wen Wei Po and http://www.cninfo.com.cn dated November 7, 2008.

    After signing Executing Reconciliation Agreement, Shendasheng performed the duty of payment

    strictly according to the time and amount prescribed by Executing Reconciliation Agreement. Till

    August 26, 2009, Shendasheng completed the performance of the full payment duty in advance. Due

    to the case was completely executed, it was expected that the profit of the Company in 2009 would

    increased RMB 3.9 million.

    3. As the information the Company disclosed in Semi-annual Report 2009, that the CompanyShenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    8

    reducing 22.5% equities holding of SEG GPS, through public hanging for transfer in Shenzhen

    Assets and Equity Exchange, there was one intended transferee who accorded with the qualification,

    who was united purchaser of natural persons Chen Zhangyin and Liu Zhiwei, at the price of RMB

    49,607,200. On September 18, 2009, the Company respectively signed Equity Transfer Contract with

    Chen Zhangyin and Liu Zhiwei, which agreed that Chen Zhangyin purchased 13.5% equities of SEG

    GPS at the price of 29,764,320 and Liu Zhiwei purchased 9% equities of SEG GPS at the price of

    19,842,880. Details refer to Notice on Price Bidding Result of Transferring 22.5% Equities Shenzhen

    SEG GPS Scientific Navigations Co., Ltd. held by Shenzhen SEG Co., Ltd. published on Securities

    Times, China Securities Journal, Hong Kong Wen Wei Po and http://www.cninfo.com.cn dated

    September 22, 2009. Till the end of the report period, the Company received the total payment of

    equity transfer and completed all the procedure. The relevant matters about the equity transfer had

    been completed. This deal increased investment income of RMB 18.07 million for the Company and

    net profit attributed to listed company of RMB 14.29 million after deducting tax.

    4. As the information the Company disclosed in Semi-annual Report 2009, that Changsha Xinxing

    whose 46% equities was held by the Company made use of its main property-Changsha Xinxing

    Hotel to hold electron market and do matching service, the progress of which was as follows: till the

    date of disclosing the report, the dismantlement of old decoration and about 50% of alteration was

    completed, merchant inviting work was fully started and began to sign relevant business contract

    with shop owners.

    5. The 27th Extraordinary Meeting of the 4th Board of Directors held on July 23, 2009 discussed and

    approved Proposal on Controlling Subsidiary of the Company’s Investing and Holding Buy-it Store,

    according to the development plan for making experiment and promotion of new operation mode of

    electron market in 2009, the subsidiary whose 91.79% equities was held by the Company – Shenzhen

    SEG Industry Investment Co., Ltd. held Buy-it Store (hereinafter referred to as the Project) on the 3rd

    Floor, Phase II in SEG Electron Market. The implementation of the Project would help to build

    national purchase and logistics platform and after-service platform of SEG Electronic Market. Details

    refer to Resolution Notice on the 27th Extraordinary Meeting of the 4th Board of Directors of

    Shenzhen SEG Co., Ltd. published on Securities Times, China Securities Journal, Hong Kong Wen

    Wei Po and http://www.cninfo.com.cn dated July 24, 2009. Buy-it Store operated well since it started

    on October 1, 2009.

    6. The 29th Extraordinary Meeting of the 4th Board of Directors held on September 7, 2009 discussed

    and approved Proposal on Providing Loan of RMB 40 million to Changsha Xinxing Development

    Co., Ltd., which agreed to provide loan of RMB 40 million to Changsha Xinxing Development Co.,

    Ltd. (taking 100% capital of Changsha Xinxing needs), with the term of 1 year. The capital annual

    occupation rate of the loan was calculated by the bank loan rate at the same time. Changsha Xinxing

    and its owned property – Changsha Xinxing Hotel (whose evaluated value was RMB 153.5 million)

    was mortgaged to the Company as pawn and timely dealt with relevant registration procedure.

    Details refer to Resolution Notice on the 29th Extraordinary Meeting of the 4th Board of Directors of

    Shenzhen SEG Co., Ltd. published on Securities Times, China Securities Journal, Hong Kong Wen

    Wei Po and http://www.cninfo.com.cn dated September 9, 2009. At present, the matters about the

    loan were strictly implemented as the resolution of the Board.

    7. In September 2009, SEG Electron Market was appraised as Specialized Market of Shenzhen Top

    Ten Brand Affecting China in the activity of promoting Shenzhen Top Ten Brand Affecting China

    which hosted by Shenzhen Special Zone Newspaper and Shenzhen Trade Promotion Council.

    3.5.1 Activities on receiving research, communication and interview in the report period

    Date Place Way The received

    parties

    Contents discussed and

    materials supplied

    Aug. 24, 2009 The Company Telephone Shareholder Progress of transferring equities ofShenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    9

    communication SEG GPS held by the Company

    Sep. 25, 2009 The Company Telephone

    communication Shareholder Progress of transferring equities of

    SEG GPS held by the Company

    Sep. 28, 2009 The Company Telephone

    communication Shareholder Get to know the basic information

    of the Company

    3.6 Particulars about derivatives investment

    □Applicable √Inapplicable

    3.6.1 Particulars about the positions of derivatives investment at the end of report period

    □Applicable √Inapplicable

    §4. Appendix

    4.1 Balance sheet

    Prepared by Shenzhen SEG Co., Ltd. Sep. 30, 2009 Unit: RMB

    Balance at Items Consolidation pePriaorde-netn Cd ompany ConsolBidaaltaionnce at yePara-rbeengt iCn ompany

    Current assets:

    Monetary funds 471,494,324.48 345,592,524.65 404,242,883.22 298,174,785.87

    Settlement provisions

    Capital lent

    Transaction finance asset

    Notes receivable

    Accounts receivable 19,451,902.18 484,263.50 37,054,146.68 114,405.00

    Accounts paid in advance 20,359,038.84 8,231,170.38 17,057,981.59 103,686.00

    Insurance receivable

    Reinsurance receivables

    Contract reserve of

    reinsurance receivable

    Interest receivable

    Dividend receivable 9,003,495.72

    Other receivables 33,695,214.36 40,660,265.27 15,254,619.90 5,126,240.74

    Purchase restituted finance

    asset

    Inventories 2,333,011.89 5,516,156.86

    Non-current asset due

    within one year

    Other current assets

    Total current assets 547,333,491.75 394,968,223.80 479,125,788.25 312,522,613.33

    Non-current assets:

    Granted loans and

    advances

    Finance asset available for 3,456,633.62 3,075,544.38 3,430,544.62 3,240,000.00Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    10

    sales

    Held-to-maturity

    investment

    Long-term account

    receivable

    Long-term equity

    investment 244,242,440.15 425,550,039.55 558,731,067.54 699,626,421.58

    Investment property 447,063,546.46 351,249,072.95 458,389,203.22 359,248,359.77

    Fixed assets 200,654,943.33 23,488,579.03 58,590,599.71 24,141,470.09

    Construction in progress 13,048,450.18 218,000.00 944,020.90 144,020.90

    Engineering material

    Disposal of fixed asset

    Productive biological asset

    Oil and gas asset

    Intangible assets 505,248.44 437,620.32 696,404.07 603,250.98

    Expense on Research and

    Development

    Goodwill 9,986,646.66 0.00

    Long-term expenses to be

    apportioned 9,082,290.98 925,916.29 10,446,371.09 289,203.75

    Deferred income tax asset 7,109,902.33 5,715,052.39 8,992,581.93 6,417,052.39

    Other non-current asset

    Total non-current asset 935,150,102.15 810,659,824.91 1,100,220,793.08 1,093,709,779.46

    Total assets 1,482,483,593.90 1,205,628,048.71 1,579,346,581.33 1,406,232,392.79

    Current liabilities:

    Short-term loans 0.00 1,750,000.00

    Loan from central bank

    Absorbing deposit and

    interbank deposit

    Capital borrowed

    Transaction financial

    liabilities

    Notes payable

    Accounts payable 20,339,896.20 2,044,109.00 31,292,433.86 1,807,725.20

    Accounts received in

    advance 80,777,270.73 40,569,611.70 115,518,738.97 66,715,671.72

    Selling financial asset of

    repurchase

    Commission charge and

    commission payable

    Wage payable 1,418,331.21 36,450.86 6,163,381.62 4,470,461.55

    Taxes payable 21,853,863.74 24,579,152.66 10,550,796.11 7,117,965.59

    Interest payable

    Dividend payable 772,927.84 854,903.47 153,403.29

    Other accounts payable 107,146,112.42 42,871,727.67 83,079,536.95 34,036,324.33

    Reinsurance payables

    Insurance contract reserveShenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    11

    Security trading of agency

    Security sales of agency

    Non-current liabilities due

    within 1 year

    Other current liabilities

    Total current liabilities 232,308,402.14 110,101,051.89 249,209,790.98 114,301,551.68

    Non-current liabilities:

    Long-term loans

    Bonds payable

    Long-term account

    payable

    Special accounts payable

    Projected liabilities 2,728,268.64 2,728,268.64 3,038,218.64 2,728,268.64

    Deferred income tax

    liabilities 23,186,944.68 270,243.20 293,041.01 270,243.20

    Other non-current

    liabilities

    Total non-current liabilities 25,915,213.32 2,998,511.84 3,331,259.65 2,998,511.84

    Total liabilities 258,223,615.46 113,099,563.73 252,541,050.63 117,300,063.52

    Owner’s equity (or

    shareholders’ equity):

    Paid-in capital (or share

    capital) 784,799,010.00 784,799,010.00 784,799,010.00 784,799,010.00

    Capital public reserve 378,988,708.35 375,202,623.01 351,257,039.42 347,597,818.69

    Less: Inventory shares

    Reasonable reserve

    Surplus public reserve 102,912,835.67 102,912,835.67 102,912,835.67 102,912,835.67

    Provision of general risk

    Retained profit -135,707,408.41 -170,385,983.70 59,356,134.45 53,622,664.91

    Balance difference of

    foreign currency translation -548,775.98 -552,897.69

    Total owner’s equity

    attributable to parent company 1,130,444,369.63 1,092,528,484.98 1,297,772,121.85 1,288,932,329.27

    Minority interests 93,815,608.81 29,033,408.85

    Total owner’s equity 1,224,259,978.44 1,092,528,484.98 1,326,805,530.70 1,288,932,329.27

    Total liabilities and owner’s

    equity 1,482,483,593.90 1,205,628,048.71 1,579,346,581.33 1,406,232,392.79

    4.2 Profit statement in the report period

    Prepared by Shenzhen SEG Co., Ltd. July-Sep. 2009 Unit: RMB

    Items ConsolidatioTnh is perPioadr ent Company ConTsohlei dsaatmioen p eriodP oafr elanstt Cyeoamr pany

    I. Total operating income 69,649,034.41 24,901,333.58 78,748,384.64 24,112,908.11

    Including: Operating income 69,649,034.41 24,901,333.58 78,748,384.64 24,112,908.11

    Interest income 0.00 0.00

    Insurance gained 0.00 0.00Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    12

    Commission charge and

    commission income 0.00 0.00

    II. Total operating cost 60,930,535.31 18,733,355.32 66,946,868.77 16,458,640.52

    Including: Operating cost 45,631,991.25 10,528,239.12 47,133,018.37 10,961,998.45

    Interest expense 0.00 0.00

    Commission charge and

    commission expense 0.00 0.00

    Cash surrender value 0.00 0.00

    Net amount of expense of

    compensation 0.00 0.00

    Net amount of withdrawal of

    insurance contract reserve 0.00 0.00

    Bonus expense of guarantee

    slip 0.00 0.00

    Reinsurance expense 0.00 0.00

    Operating tax and extras 3,098,039.40 1,515,160.09 3,007,555.90 973,874.75

    Sales expenses 517,742.59 0.00 4,068,450.23

    Administration expenses 10,424,300.72 4,604,674.13 12,703,080.89 4,193,377.34

    Financial expenses -1,018,648.58 -191,827.95 102,329.42 329,389.98

    Losses of devaluation of asset 2,277,109.93 2,277,109.93 -67,566.04

    Add: Changing income of

    fair value(Loss is listed with “-”) 0.00 0.00

    Investment income (Loss is

    listed with “-”) -19,372,478.15 -42,018,452.74 3,076,574.47 3,846,574.47

    Including: Investment income

    on affiliated company and joint

    venture

    -73,707,920.10 -73,707,920.10 3,076,574.47 3,846,574.47

    Exchange income (Loss is

    listed with “-”) 0.00 0.00

    III. Operating profit (Loss is

    listed with “-”) -10,653,979.05 -35,850,474.48 14,878,090.34 11,500,842.06

    Add: Non-operating income 92,009.24 622,265.73 261,616.15 853.00

    Less: Non-operating expense 150,160.71 20,140.95 1,546,562.26 34,915.60

    Including: Disposal loss of

    non-current asset 0.00 0.00

    IV. Total Profit (Loss is listed

    with “-”) -10,712,130.52 -35,248,349.70 13,593,144.23 11,466,779.46

    Less: Income tax expense 23,276,831.74 23,143,260.75 1,369,790.84

    V. Net profit (Net loss is listed

    with “-”) -33,988,962.26 -58,391,610.45 12,223,353.39 11,466,779.46

    Net profit attributable to

    owner’s of parent company -33,284,043.64 -58,391,610.45 11,078,500.73 11,466,779.46

    Minority shareholders’ gains

    and losses -704,918.62 0.00 1,144,852.66

    VI. Earnings per share

    i. Basic earnings per share -0.0424 -0.0744 0.0141 0.0146

    ii. Diluted earnings per share -0.0424 -0.0744 0.0141 0.0146

    VII. Other consolidated income

    VIII. Total consolidated income -33,988,962.26 -58,391,610.45 12,223,353.39 11,466,779.46

    Total consolidated income -33,284,043.64 -58,391,610.45 11,078,500.73 11,466,779.46Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    13

    attributable to owners of parent

    company

    Total consolidated income

    attributable to minority

    shareholders

    -704,918.62 0.00 1,144,852.66

    4.3 Profit statement from year-begin to the end of report period

    Prepared by Shenzhen SEG Co., Ltd. Jan.-Sep. 2009 Unit: RMB

    Amount i Items Consolidation n thiPsa preenrito Cd ompany ConsolAidmatoiounn t in lasPta preenrito Cd o mpany

    I. Total operating income 207,531,519.48 79,179,967.63 225,495,716.30 74,621,136.54

    Including: Operating income 207,531,519.48 79,179,967.63 225,495,716.30 74,621,136.54

    Interest income 0.00

    Insurance gained 0.00

    Commission charge and

    commission income 0.00

    II. Total operating cost 153,332,297.18 41,519,495.41 185,962,872.88 51,081,533.66

    Including: Operating cost 124,263,257.75 30,831,442.86 127,206,369.01 32,871,382.41

    Interest expense 0.00

    Commission charge and

    commission expense 0.00

    Cash surrender value 0.00

    Net amount of expense of

    compensation 0.00

    Net amount of withdrawal of

    insurance contract reserve 0.00

    Bonus expense of guarantee

    slip 0.00

    Reinsurance expense 0.00

    Operating tax and extras 9,454,025.01 4,626,820.01 8,556,605.73 2,869,966.52

    Sales expenses 1,870,791.51 0.00 9,635,611.98

    Administration expenses 26,666,169.58 13,409,051.54 36,565,888.21 13,002,313.55

    Financial expenses -7,244,756.60 -5,724,928.93 3,434,828.20 2,337,871.18

    Losses of devaluation of asset -1,677,190.07 -1,622,890.07 563,569.75

    Add: Changing income of

    fair value(Loss is listed with “-”) 0.00 0.00

    Investment income (Loss is

    listed with “-”) -205,523,356.85 -224,456,041.06 10,883,711.58 24,352,502.07

    Including: Investment income

    on affiliated company and joint

    venture

    -287,789,592.30 -287,789,592.30 10,883,711.58 24,352,502.07

    Exchange income (Loss is

    listed with “-”) 0.00 0.00

    III. Operating profit (Loss is

    listed with “-”) -151,324,134.55 -186,795,568.84 50,416,555.00 47,892,104.95

    Add: Non-operating income 2,131,072.31 1,646,302.13 3,770,741.03 11,782.79

    Less: Non-operating expense 259,970.62 20,140.95 1,838,994.73 34,915.60

    Including: Disposal loss of

    non-current assetShenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    14

    IV. Total Profit (Loss is listed

    with “-”) -149,453,032.86 -185,169,407.66 52,348,301.30 47,868,972.14

    Less: Income tax expense 27,662,817.32 23,143,260.75 8,050,252.45 3,689,469.10

    V. Net profit (Net loss is listed

    with “-”) -177,115,850.18 -208,312,668.41 44,298,048.85 44,179,503.04

    Net profit attributable to

    owner’s of parent company -179,367,562.66 -208,312,668.41 39,779,889.37 44,179,503.04

    Minority shareholders’ gains

    and losses 2,251,712.48 0.00 4,518,159.48

    VI. Earnings per share

    i. Basic earnings per share -0.2286 -0.2654 0.0507 0.0563

    ii. Diluted earnings per share -0.2286 -0.2654 0.0507 0.0563

    VII. Other consolidated income

    VIII. Total consolidated income -177,115,850.18 -208,312,668.41 44,298,048.85 44,179,503.04

    Total consolidated income

    attributable to owners of parent

    company

    -179,367,562.66 -208,312,668.41 39,779,889.37 44,179,503.04

    Total consolidated income

    attributable to minority

    shareholders

    2,251,712.48 0.00 4,518,159.48

    4.4 Cash flow statement from year-begin to the end of report period

    Prepared by Shenzhen SEG Co., Ltd. Jan.-Sep. 2009 Unit: RMB

    Amount i Items Consolidation n thiPsa preenrito Cd ompany ConsolAidmatoiounn t in lasPta preenrito Cd o mpany

    I. Cash flows arising from

    operating activities:

    Cash received from selling

    commodities and providing labor

    services

    260,617,110.94 65,802,614.72 266,585,938.69 67,626,717.33

    Net increase of customer

    deposit and interbank deposit 0.00 0.00

    Net increase of loan from

    central bank 0.00 0.00 0.00

    Net increase of capital

    borrowed from other financial

    institution

    0.00 0.00 0.00

    Cash received from original

    insurance contract fee 0.00 0.00 0.00

    Net cash received from

    reinsurance business 0.00 0.00 0.00

    Net increase of insured

    savings and investment 0.00 0.00 0.00

    Net increase of disposal of

    transaction financial asset 0.00 0.00 0.00

    Cash received from interest,

    commission charge and

    commission

    0.00 0.00 0.00

    Net increase of capital

    borrowed 0.00 0.00 0.00

    Net increase of returned

    business capital 0.00 0.00 0.00 0.00Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    15

    Write-back of tax received 0.00 0.00 3,536.12 0.00

    Other cash received

    concerning operating activities 119,356,205.53 88,657,283.34 102,972,103.24 85,573,057.61

    Subtotal of cash inflow

    arising from operating activities 379,973,316.47 154,459,898.06 369,561,578.05 153,199,774.94

    Cash paid for purchasing

    commodities and receiving labor

    service

    108,660,440.53 6,938,390.43 109,565,776.15 20,477,419.41

    Net increase of customer

    loans and advances 0.00 0.00 0.00 0.00

    Net increase of deposits in

    central bank and interbank 0.00 0.00 0.00 0.00

    Cash paid for original

    insurance contract compensation 0.00 0.00 0.00 0.00

    Cash paid for interest,

    commission charge and

    commission

    0.00 0.00 0.00 0.00

    Cash paid for bonus of

    guarantee slip 0.00 0.00 0.00 0.00

    Cash paid to/for staff and

    workers 29,902,646.33 15,605,792.88 29,451,902.58 10,783,525.78

    Taxes paid 62,501,960.96 43,323,819.59 91,647,642.64 73,012,916.71

    Other cash paid concerning

    operating activities 125,175,644.96 105,965,276.86 104,377,115.85 49,917,721.45

    Subtotal of cash outflow

    arising from operating activities 326,240,692.78 171,833,279.76 335,042,437.22 154,191,583.35

    Net cash flows arising from

    operating activities 53,732,623.69 -17,373,381.70 34,519,140.83 -991,808.41

    II. Cash flows arising from

    investing activities:

    Cash received from

    recovering investment 88,192,419.25 87,622,419.25 184,510,000.00 184,510,000.00

    Cash received from

    investment income 11,440,899.88 23,681,889.13 7,912,256.34 20,709,404.69

    Net cash received from

    disposal of fixed, intangible and

    other long-term assets

    435,620.00 0.00 3,234,571.99 0.00

    Net cash received from

    disposal of subsidiaries and other

    units

    24,511,448.87 38,280,000.00 34,814.40 0.00

    Other cash received

    concerning investing activities 0.00 0.00 0.00 0.00

    Subtotal of cash inflow from

    investing activities 124,580,388.00 149,584,308.38 195,691,642.73 205,219,404.69

    Cash paid for purchasing

    fixed, intangible and other

    long-term assets

    13,779,480.64 550,510.00 3,850,165.51 705,022.00

    Cash paid for investment 0.00 69,000,000.00 0.00 0.00

    Net increase of mortgaged

    loans 0.00 0.00 0.00 0.00

    Net cash received from

    subsidiaries and other units 67,801,287.47 0.00 0.00 0.00

    Other cash paid concerning

    investing activities 2,228,261.00 0.00 6,108,315.04 6,108,315.04

    Subtotal of cash outflow 83,809,029.11 69,550,510.00 9,958,480.55 6,813,337.04Shenzhen SEG Co., Ltd. The Third Quarterly Report for 2009 (Full Text)

    16

    from investing activities

    Net cash flows arising from

    investing activities 40,771,358.89 80,033,798.38 185,733,162.18 198,406,067.65

    III. Cash flows arising from

    financing activities

    Cash received from

    absorbing investment 0.00 0.00 0.00 0.00

    Including: Cash received

    from absorbing minority

    shareholders’ investment by

    subsidiaries

    0.00 0.00 0.00 0.00

    Cash received from loans 0.00 0.00 60,000,000.00 60,000,000.00

    Cash received from issuing

    bonds 0.00 0.00 0.00 0.00

    Other cash received

    concerning financing activities 0.00 0.00 1,233,466.28 1,191,357.20

    Subtotal of cash inflow from

    financing activities 0.00 0.00 61,233,466.28 61,191,357.20

    Cash paid for settling debts 60,293.72 0.00 95,000,000.00 85,000,000.00

    Cash paid for dividend and

    profit distributing or interest

    paying

    23,123,489.44 15,242,627.67 21,134,312.59 17,505,274.49

    Including: Dividend and

    profit of minority shareholder

    paid by subsidiaries

    0.00 0.00 0.00 0.00

    Other cash paid concerning

    financing activities 0.00 0.00 0.00 0.00

    Subtotal of cash outflow

    from financing activities 23,183,783.16 15,242,627.67 116,134,312.59 102,505,274.49

    Net cash flows arising from

    financing activities -23,183,783.16 -15,242,627.67 -54,900,846.31 -41,313,917.29

    IV. Influence on cash and cash

    equivalents due to fluctuation in

    exchange rate

    2,065.97 0.00 -45,516.56 0.00

    V. Net increase of cash and cash

    equivalents 71,322,265.39 47,417,789.01 165,305,940.14 156,100,341.95

    Add: Balance of cash and

    cash equivalents at the period

    -begin

    400,172,059.09 298,174,735.64 261,303,787.50 159,993,220.40

    VI. Balance of cash and cash

    equivalents at the period -end 471,494,324.48 345,592,524.65 426,609,727.64 316,093,562.35

    4.5 Auditor’ report

    Auditor’s opinions: Un-audited