Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) §1. Important Notes 1.1 The Board of Directors and Board of Supervisors of this Company, its directors, supervisors and senior executives hereby confirm that there are not any false statements, misleading statements or omissions of important information carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and integrity of the whole contents. 1.2 The 2012 Q1 Financial Report has not been audited by CPAs. 1.3 Wang Li, in charge of the Company, Li Lifu, in charge of accounting work and Ying Huadong, in charge of the Accounting Organization (Accounting Executive) hereby confirm that the Financial Report of the Q1 Report is true and complete. §2. Company Profile 2.1 Main accounting data and financial indexes: Unit: RMB Yuan At the end of this report At the end of last year Change rate (%) period Total assets (Yuan) 1,689,019,960.75 1,673,584,777.35 0.92% Owners' equities attributable to the 1,169,315,057.74 1,152,695,930.59 1.44% shareholders of listed company (Yuan) Share capital (share) 784,799,010.00 784,799,010.00 0.00% Net assets per share attributable to the 1.4900 1.4688 1.44% shareholders of listed company (Yuan/share) This report period Same period of last year Change rate(%) Total operating income (Yuan) 110,887,458.49 93,924,973.74 18.06% Net profit attributable to the shareholders of 16,613,292.99 11,784,432.63 40.98% listed company (Yuan) Net cash flow arising from operating activities 11,648,372.46 6,924,255.99 68.23% (Yuan) Net cash flow arising from operating activities 0.0148 0.0088 68.18% per share (Yuan/share) Basic earnings per share (Yuan/share) 0.0212 0.0150 41.33% Diluted earnings per share (Yuan/share) 0.0212 0.0150 41.33% Weighted average return on equity (%) 1.43% 1.53% -0.10% Weighted average return on equity after 1.39% 1.53% -0.14% deducting non-recurring profit/loss (%) 1 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Items of non-recurring profit and loss √Applicable Not Applicable Unit: Yuan Amount from the beginning of the year Remarks (if Items of non-recurring profit and loss to the end of this report period applicable) Government subsidies included in the current profit and loss (excluding the government subsidies continuously received in definite amount and quotas according to specific standards, which 100,000.00 are closely related to regular operating business and in accordance with the provisions of national policies.) Other non-operating income and expense excluded the 796,582.39 aforementioned business Impact amount on equity of minority shareholders -224,145.60 Impact amount on income tax -246,008.41 Total 426,428.38 - 2.2 Total number of shareholders at the end of this report period and shares held by the top ten shareholders with unrestricted sales conditions Unit: share Total numbers of shareholders at the end of 62,909 this report period (shareholder) Particulars about the shares held by the top ten shareholders with unrestricted sales conditions Unrestricted shares held at the end of Full name of shareholder Type of shares this period 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 7,980,784 Domestically listed foreign share Client Gong Qianhua 5,311,520 Domestically listed foreign share Zhu Wei 4,066,739 RMB common share Tang Lizhu 3,796,200 RMB common share GUOTAI JUNAN 3,689,041 Domestically listed foreign share SECURITIES(HONGKONG)LIMITED Dalian Huaxin Trust Co., Ltd. (Beta 1 3,000,000 RMB common share structured securities investment portfolio) Cao Xianhua 2,702,000 RMB common share China Merchants Securities (Hong Kong) Co., 2,672,676 Domestically listed foreign share Ltd. 2 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) §3. Significant Events 3.1 Particulars and explanations of material changes in main items of accounting statements and financial indexes √Applicable Not Applicable I. Items of balance sheet March 31, 2012 December 31, 2011 Difference Change rate % Item Inventory 1,125,044.0400 633,555.08 491,488.96 77.58% Other current assets 304,000,000.0000 201,000,000.00 103,000,000.00 51.24% Granted loans and advances 60,143,880.9900 3,534,300.00 56,609,580.99 1601.72% Construction in progress - 42,750.00 -42,750.00 -100.00% Wages payable to employees 6,837,054.8000 10,318,172.65 -3,481,117.85 -33.74% 1. Inventory: It achieved an increase of 490,000 Yuan, with a 77.58% increase over the beginning of this report period. The main reason for the increase is Shenzhen SEG Industrial Investment Co., Ltd. (hereinafter referred to as "SEG Industrial"), a holding subsidiary of the Company, has seen an increase in its business and hence increase in the corresponding inventory. 2. Other current assets: It achieved an increase of 103 million Yuan, with a 51.24% increase over the beginning of this report period. The main reason for the increase is the increase in the bank financing business of the Company. 3. Granted loans and advances: It achieved an increase of 56.61 million Yuan; the reason for the increase is that Shenzhen SEG Small Loans Co., Ltd. (hereinafter referred to as "SEG Small Loans"), a holding subsidiary of the Company, registered in December 2011, increased its issuing of loans in this report period. 4. Construction in progress: It received a decrease of 40,000 Yuan over the beginning of this report period. The reason is that the project of the Company was completed, and the item was transferred to fixed assets. 5. Wages payable to employees: it received a decrease of 3.48 million Yuan, with a decrease of 33.74% over the beginning of this report period. The reason is that the Company paid the last year's wages and bonus to employees. II. Items of Income Statement Same period of Change This period Difference Item last year rate % Sales expenses 642,831.59 1,227,798.23 -584,966.64 -47.64% Administration expenses 9,681,654.12 7,375,994.27 2,305,659.85 31.26% Asset impairment loss 565,753.35 - 565,753.35 Investment income 4,320,493.67 -2,400,397.00 6,720,890.67 Operating profit 25,240,250.37 19,165,215.06 6,075,035.31 31.70% Non-operating incomes 902,170.04 254,978.59 647,191.45 253.82% Non-operating expenses 5,587.65 29,894.53 -24,306.88 -81.31% Total profit 26,136,832.76 19,390,299.12 6,746,533.64 34.79% Net profit 19,477,485.72 13,444,571.59 6,032,914.13 44.87% Net profit attributable to owner's of the parent company 16,613,292.99 11,784,432.63 4,828,860.36 40.98% Minority shareholders' profit and loss 2,864,192.73 1,660,138.96 1,204,053.77 72.53% Other comprehensive incomes 8,762.63 -23,526.41 32,289.04 Total comprehensive incomes 19,486,248.35 13,421,045.18 6,065,203.17 45.19% Total comprehensive incomes attributable to the 16,619,127.15 11,781,713.77 4,837,413.38 41.06% owner's of the parent company Total comprehensive incomes attributable to minority 2,867,121.20 1,639,331.41 1,227,789.79 74.90% shareholders 3 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) 1. Sales expenses: it received a decrease of 580,000 Yuan, 47.64% down from the same period of the last year. The major reason is that the Company and its holding subsidiary SEG Industrial transferred 100% of the equity of Shenzhen SEG Logistics Co., Ltd.(hereinafter referred to as "SEG Logistics"), the financial reports of which were consolidated into the Company in this report period. Therefore, compared with the same period of the last year, the sales expenses of SEG Logistics were reduced in this report period. 2. Administration expenses: it achieved an increase of 2.31 million Yuan, 31.26% up from the same period of the last year. The reason for the growth is, in 2011, four holding subsidiaries of the Company, Shenzhen SEG E-Commerce Co., Ltd. (hereinafter referred to as "SEG E-Commerce"), Shenzhen SEG Nanjing Electronics Market Management Co., Ltd. (hereinafter referred to as "Nanjing SEG"), Xi'an Hairong SEG Electronics Market Co., Ltd. (hereinafter referred to as "Xi'an Hairong SEG") and SEG Small Loans increased the administration expenses of this period, while in the same period of the last year, there was only a holding subsidiary, SEG E-Commerce under construction, and other three companies had not been established. Therefore, compared with the same period of the last year, the administration expenses of aforementioned holding subsidiaries increased. 3. Asset impairment loss: it achieved an increase of 570,000 Yuan in this item. The main reason is that SEG Small Loans, a holding subsidiary of the Company, made a loan loss reserve at 1% of the amount of loan receivable at the end of this quarter in accordance with the Guidance for the Reserve of Bank Loan Loss issued by People's Bank of China. Compared with the same period of the last year, the SEG Small Loans had not been established, and the Company had no loan business. 4. Investment income: it achieved an increase of 6.72 million Yuan over the same period of last year. The main reason for increase is that: a) Shenzhen SEG Samsung Glass Co., Ltd., whose 22.45% equity is held by the Company achieved a profit of 7.08 million Yuan in this report period, and an increase of 1.59 million Yuan in investment income of the Company. However, in the same period of last year, this company received a deficit of 13.37 million Yuan, and a decrease of 3 million Yuan in investment income. b) The Company received 2.29 million Yuan in entrusted financing business in this period, while this business did not start in the same period of last year. 5. Non-operating incomes: it achieved an increase of 0.65 million Yuan, with a 253.82% increase over the same period of last year in this item. The reason for increase is that: a) Shenzhen SEG Electronics Market Management Co., Ltd and Suzhou SEG Electronics Market Management had transferred their historical account payable of 740,000 Yuan to this item. b) In this report period, Changsha SEG Development Co., Ltd. obtained a government support fund of 100,000 Yuan. 6. Total profit: it achieved an increase of 6.75 million Yuan, with a 34.79% increase over the same period of last year. For major reason, see Item 4. 7. Net profit: it achieved an increase of 6.03 million Yuan, with a 44.87% increase over the same period of last year. For major reason, see Item 4. 8. Total consolidated incomes belonging to the owner's of the parent company: it achieved an increase of 4.83 million Yuan, with a 40.98% increase over the same period of last year. For major reason, see Item 4. 9. Minority shareholders' profit and loss: it achieved an increase of 1.2 million Yuan, with a 72.53% increase over the same period of last year. The main reason is that, three holding subsidiaries, Nanjing SEG, Xi'an Hairong SEG and SEG Small Loans had gained a net profit of 1.92 million Yuan in this report period, and had an increase of 0.92 million Yuan in minority shareholder's profit and loss in the current period; while in the same period of last year, the aforementioned three companies had not been established. Other consolidated incomes: it achieved an increase of 30,000 Yuan. The reason is that in this report period, the stock price of Youhao Group, whose equity is held by Shenzhen SEG Baohua Enterprise Development Co., Ltd., increased at the end of reporting period from the beginning of the period; while in the same period of last year, the stock price decreased at the end of reporting period from the beginning. 11. Total consolidated incomes: it achieved an increase of 6.07 million Yuan, with a 45.19 increase over the same period of last year. For major reasons, see Item 4. 12. Total consolidated incomes attributable to the owner's of the parent company: it achieved an increase of 4.84 million Yuan, with a 41.06% increase over the same period of last year. For major reasons, see Item 4. 13. Total consolidated incomes attributable to minority shareholders: it achieved an increase of 1.23 million Yuan, with a 74.90% increase over the same period of last year. For major reasons, see Item 9. III Items of cash flow statement In this report Same period of the Balance Change rate % 4 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Item period last year Cash received from interest, charges and 3,938,358.93 - 3,938,358.93 commission Other cash received from operating 87,007,425.77 70,673,467.08 81.23% activities 157,680,892.85 Cash paid to/for employees 12,822,132.59 4,953,607.73 38.63% 17,775,740.32 Cash received from disposal of investment - 428,960,000.00 428,960,000.00 Cash received from returns on investments 2,288,189.36 - 2,288,189.36 Net cash received from disposal of fixed assets, intangible assets and other long-term - 33,170.00 -33,170.00 -100.00% assets Cash paid for acquiring fixed assets, 1,726,165.00 3,756,711.81 -2,030,546.81 -54.05% intangible assets and other long-term assets Cash paid for investment - 571,960,000.00 571,960,000.00 Cash received from investors - 14,700,000.00 -100.00% -14,700,000.00 1. Cash received from interest, charges and commission: it achieved an increase of 3.94 million Yuan in this item over the same period of last year; the main reason for the increase is that SEG Small loans, the holding subsidiary of the Company which was established in December 2011, added the amount of this item in this report period. 2. Other cash received from operating activities: it achieved an increase of 70.67 million Yuan, with an 81.23% increase over the same period of last year. The reason for increase is that: a) the united cashier business of the Company in electronics markets increased compared with the same period of last year, and the collection of customers’ payment increased correspondingly; b) the three holding subsidiaries of the Company-Nanjing SEG, Xi’an Hairong SEG and SEG Small Loans were founded in 2011, who contributed to the increase of 49.36 million Yuan of this item in this report period. 3. Cash paid to/for employees: it achieved an increase of 4.95 million Yuan, with a 38.63% increase over the same period of last year. The major reason for the increase is that the number of employees in the Company and its holding subsidiaries increased in this report period. 4. Cash received from disposal of investment: it achieved an increase of 428.96 million Yuan over the same period of last year. In this report period, this item was mainly the entrusted financial capital returned after the maturity date; while in the same period of last year, the entrusted financing business had not started yet. 5. Cash received from returns on investments: it achieved an increase of 2.29 million Yuan over the same period of last year. In this report period, the major part of this item had been the income received from the entrusted financing business; while in the same period of last year, the entrusted financing business had not started yet. 6. Net cash received from disposal of fixed assets, intangible assets and other long-term assets: it had a decrease of 30,000 Yuan over the same period of last year. The main reason for the decrease is that the Company did not dispose of the fixed assets, intangible assets and other long-term assets. 7. Cash paid fwith acquiring fixed assets, intangible assets and other long-term assets: it had a decrease of 2.03 million Yuan, with a 54.05% increase over the same period of last year. The major reason for decrease is that SEG E-Commerce was under construction in the same period of last year, and there was a large expense for purchasing fixed assets. 8. Cash paid for investment: it had a decrease of 571.96 Yuan over the same period of last year. In this report period, the major part of this item had been the capital paid for the entrusted financing business; while in the same period of last year, the entrusted financing business had not started yet. 9. Cash received from investors: it had a decrease of 14.70 million Yuan over the same period of last year. The main reason for the 5 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) decrease is that the company established a new holding subsidiary-SEG E-Commerce in the same period of last year, which absorbed investing capital from shareholders. 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions 3.2.1 Qualified opinion Applicable √Not applicable 3.2.2 Particulars about fund offered to controlling shareholders or associated parties and external guarantees which are against regulations Applicable √Not applicable 3.2.3 Particulars about signing and implementing key contracts in daily operation Applicable √Not applicable 3.2.4 Others √Applicable Not applicable I. Intercompany transactions related to daily operations On March 23, 2012, the 8th Meeting of the 5th Board of Directors approved that, in 2012, in order to meet the needs of developing business in the electronics market the Company shall lease part of the eight floor of SEG Plaza estate from its controlling shareholder, SEG Group, as the warehouse for the Company's business tenants. During the lease term, the Company should pay rent and property management fee to SEG Group. With related directors avoided in the voting, the Board of Directors agreed that, for 2012, the Company can have inter-company transactions on estate lease with SEG Group based on the market fair value within the limit of 1,000,000.00 RMB. (For details, see the Notice on Resolution of the 8th Meeting of the 5th Board of Directors of Shenzhen SEG Group Co., Ltd. and the Notice on Estimated Daily Operational Inter-company Transactions 2012 of Shenzhen SEG Group Co., Ltd. disclosed on China Securities, Securities Times, Securities Daily, Hong Kong Commercial Daily, and at http:// www.cninfo.com.cn on March 27, 2012.) During this report period, the Company had paid 129,000.00 RMB in total for rent and property management fee to SEG Group. II. Litigation issues Guangzhou Jiajie Technology Co., Ltd. (hereinafter referred to as "Guangzhou Jiajie") signed a Contract of Purchase with Company-controlled SEG Industrial on June 25, 2010, prescribing that Guangzhou Jiajie purchases SYBASE software from SEG Group for external sales. Due to the discrepancy of the descriptions about payment conditions in the Contract of Purchases, the two parties had disputes on payment. The payment conditions in the Contract of Purchase consist of two optional clauses. The first clause is "After the goods arriving the delivery place and passing the power-on acceptance check, the seller shall provide the full VAT invoice to the buyer and the buyer shall make full payment within 60 days, that is, before August 30, 2010". The second clause is "The seller shall provide the full VAT invoice to the buyer, and the buyer shall make full payment within 7 days after it received full payment from its users". Both of the two clauses in the Contract of Purchase held by SEG Industrial are selected, while only the second clause in the Contract of Purchase held by Guangzhou Jiajie is selected. Guangzhou Jiajie sells the SYBASE software to Guangzhou Yushi Information Technology Co., Ltd. (hereinafter referred to as Guangzhou Yushi), which then sells to the end users. Since Guangzhou Yushi did not pay Guangzhou Jiajie, by now Guangzhou Jiajie had sued Guangzhou Yushi. However, the legal representative of Guangzhou Yushi had immigrated outside of China. Based on the analysis of the Contract of Purchase held by Guangzhou Jiajie, Guangzhou Jiajie shall make full payment upon receiving the payment from Guangzhou Yushi. According to lawyer's analysis of the current situation, it is not likely to collect the payment. The Contract of Purchase indicates that the payment amount is 3,052,571.00 RMB. At the end of 2010, the provision for bad debts is booked at 2,747,313.90 RMB, 90% of the full payment. 6 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) The Company had instituted a court action to solve the previous disputes. The court opened a session on December 28, 2011 and made the first trial judgment on February 14, 2012. According to the court verdict, the plaintiff, SEG Industrial, won the case and the defendant, Guangzhou Jiajie should make the payment of 3,052,571.00 RMB to SEG Industrial. The court rejected other claims of the plaintiff. Guangzhou Jiajie appealed to the higher court against this court verdict. By now the higher court has accepted Guangzhou Jiajie's appeal. The opening day of second trial is not yet decided. III. Development on the establishment of internal control regulations during this report period 1.On March 23, 2012, the 8th Meeting of the 5th Board of Directors approved the Proposal of Adding Contents to the Implementation Work Program of Internal Control Regulations of SEG Co., Ltd., and modified the Implementation Work Program of Internal Control Regulations of SEG Co., Ltd. (hereinafter referred to as Implementation Work Program) which was disclosed at http:// www.cninfo.com.cn on April 30, 2011. The modification includes the Shenzhen SEG Electronic Market Management Co., Ltd. and the newly established subsidiary company in 2011, Shenzhen SEG Nanjing Electronic Market Management Co., Ltd. into the "Second Group of Major Units of Internal Control Establishment", as well as sets the Third Group of Major Units of Internal Control Establishment. The detailed modification and additional contents are as follows. In the Implementation Work Program, Chapter Three "Plan of Internal Control Establishment", Section Six "Second group of the major units of internal control establishment includes Xi'an SEG Electronic Market Co., Ltd., Suzhou SEG Electronic Market Management Co., Ltd., and Changsha SEG Developing Co., Ltd. The internal control establishment work will be launched on January 1, 2012 and finished before March 31, 2012" is changed to "Second group of the major units of internal control establishment includes Xi'an SEG Electronic Market Co., Ltd., Suzhou SEG Electronic Market Management Co., Ltd., Changsha SEG Developing Co., Ltd., Shenzhen SEG Electronic Market Management Co., Ltd., and Shenzhen SEG Nanjing Electronic Market Management Co., Ltd. The internal control establishment work will be launched on January 1, 2012 and finished before June 30, 2012". The following contents are added after Section Six: "7. Third group of the major units of internal control establishment includes Shenzhen SEG Small Loan Co., Ltd., Xi'an Hairong SEG Electronic Market Co., Ltd., and Shenzhen Mellow Orange Hotel Management Co., Ltd. The internal control establishment work will be launched on March 10, 2012 and finished before June 30, 2012". Other contents remain unchanged. The issues above had been disclosed on China Securities, Securities Times, Securities Daily, Hong Kong Commercial Daily, and at http:// www.cninfo.com.cn on March 27, 2012. 2. The Company released the list of units with internal control defects in the second group. The rectification work is in progress. 3. Deloitte & Touche Tohmatsu CPA Ltd. (Shenzhen Branch) has started work of the "Internal Control Project Plan and Process Design", "Internal Control System Establishment", and "Internal Control System Evaluation" stages for SEG Small Loan Co., Ltd. At the end of this report period, the audition of SEG Small Loan Co., Ltd's internal control documentation is still in progress. 4. After receiving the internal control promotion trainings, Xi'an Hairong SEG Electronic Market Co., Ltd., and Shenzhen Mellow Orange Hotel Management Co., Ltd. started their internal control system establishment and the internal control evaluation work. At the end of this report period, the audition of internal control documentation of these two companies is still in progress. Till the disclosure of this report, the Company's internal control work is progressing as schedules in the Implementation Work Program. IV. On February 28, 2011, the Company received the notice from the biggest shareholder of the Company, because the biggest shareholder of the Company was planning important events, the shares of the Company were suspended from March 1, 2011 in order to prevent share price from abnormal fluctuation and to protect the interests of all the investors, and would be resumption of trading after relevant announcement being disclosed. So far the shares of the Company are still suspended. 7 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) 3.3 Implementation of commitments by the Company, shareholders and actual controllers The table below contains commitments made by related parties, including the listed Company, directors, supervisors, senior executives, shareholders holding over 5% of the Company's shares and actual controllers in this report period or those commitments of which the implementation extended to this report period: √ Applicable Not Applicable Commitment Commitments Content of commitments Implementation by Commitments for Share Not Applicable None None Merger Reform Commitments made in Acquisition Reports or Not Applicable None None Reports on Change in Interests Commitments made in significant assets Not Applicable None None restructuring As agreed in the Article 5 of the Equity Transfer Agreement signed with the SEG Group when the Company was listed on the stock market, the SEG Group permits the Company, as well as its subsidiaries and affiliated companies to use the In this report Shenzhen 8 registered trademarks that SEG Group presently registers period, this Commitment made in Electronics at the State Trademark Bureau; it also permits the Company commitment was issuing Group Co., Ltd. to take the aforesaid trademarks and symbols that are similar still implemented to these marks, as company logos and in use during the as agreed. operation process; the Company doesn’t have to pay SEG Group any fee for the use of the aforesaid trademarks or symbols. With respect to the issue pointed out by the Shenzhen Securities Regulatory Bureau in 2007 at the spot investigation of the Company, that "the Company and SEG group is faced horizontal competition among suppliers in the electronics market business”, the Company received a commitment letter from SEG Group on September 14, 2007, Controlling with the content as follows: Our Group and the Shenzhen shareholders Other commitments Shenzhen SEG Co., Ltd. (hereinafter referred to as Shenzhen SEG) implemented the (including additional Electronics have similar business in electronics market of Shenzhen. abovementioned commitments) Group Co., Ltd. The issue was caused by historical reasons and had objective commitment in market developing background. Our Group hereby promises this report period. that we will not operate separate business similar to that of Shenzhen SEG has in the same city in the future. The Company disclosed this matter on September 18, 2007 in Securities Times, China Securities Journal, Hong Kong Wen Wei Po and the Cninfo. Website. 8 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) 3.4 Estimation and explanations: the accumulative net profit from the beginning of the year to the end of next report period might turn to be deficit or have significant change compared with the same period of the last year Applicable √ Not Applicable 3.5 Other significant events 3.5.1 Status of security investment Applicable √ Not Applicable 3.5.2 Activities on receiving research, communication and interview during this report period Type of received The received Contents discussed and materials Time Place Mode parties parties supplied The reasons for trade suspension of the Company and the time to Telephone January 8, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone January 9, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to January 10, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 1, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 2, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 3, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 7, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. February 8, The Company Telephone Individual Investor The reasons for trade suspension of 9 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Type of received The received Contents discussed and materials Time Place Mode parties parties supplied 2012 communication the Company and the time to resume the trade were inquired. The Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 9, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 13, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 16, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 17, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 19, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 21, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 22, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 23, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. February 24, The Company Telephone Individual Investor The reasons for trade suspension of 10 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Type of received The received Contents discussed and materials Time Place Mode parties parties supplied 2012 communication the Company and the time to resume the trade were inquired. The Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 27, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 28, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to February 29, Telephone The Company Individual Investor resume the trade were inquired. The 2012 communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 1, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 2, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 5, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 6, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 7, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. March 8, 2012 The Company Written inquiry Individual Investor The reasons for trade suspension of 11 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Type of received The received Contents discussed and materials Time Place Mode parties parties supplied the Company and the time to resume the trade were inquired. The Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 9, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 12, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 13, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 14, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 15, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to March 19, 2012 The Company Written inquiry Individual Investor resume the trade were inquired. The Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 20, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 21, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. March 22, 2012 The Company Telephone Individual Investor The reasons for trade suspension of 12 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Type of received The received Contents discussed and materials Time Place Mode parties parties supplied communication the Company and the time to resume the trade were inquired. The Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 26, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 27, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 28, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 29, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. The reasons for trade suspension of the Company and the time to Telephone March 30, 2012 The Company Individual Investor resume the trade were inquired. The communication Company gave an announcement on the trade suspension. 3.6 Status of derivatives investment Applicable √ Not Applicable 3.6.1 The holding status of derivatives investment at the end of this report period Applicable √ Not Applicable 4 Appendix 4.1 Balance Sheet Prepared by Shenzhen SEG Co., Ltd. March 31, 2012 Unit: RMB Yuan Balance at period-end Balance at year-beginning Items Consolidated Parent Company Consolidated Parent Company Current assets: 13 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Balance at period-end Balance at year-beginning Items Consolidated Parent Company Consolidated Parent Company Monetary fund 513,650,047.32 380,769,254.41 644,439,198.78 510,486,998.56 Settlement provisions Capital lent Transactional finance assets Notes receivable Accounts receivable 8,561,796.15 400,000.00 10,372,667.62 360,000.00 Accounts paid in advance 32,326,921.24 35,295.00 33,776,814.71 35,295.00 Insurance receivable Reinsurance accounts receivable Contract reserves of reinsurance receivable Interests receivable Dividends receivable 426,516.21 426,516.21 405,190.40 Other receivables 14,951,628.53 62,089,791.00 21,010,718.77 64,833,774.55 Restituted financial assets purchased 0.00 Inventory 1,125,044.04 633,555.08 0.00 Non-current assets due within one year 0.00 0.00 Other current assets 304,000,000.00 174,000,000.00 201,000,000.00 36,000,000.00 Total current assets 875,041,953.49 617,294,340.41 911,659,471.17 612,121,258.51 Non-current assets: Granted loans and advances 60,143,880.99 3,534,300.00 Financial assets available for sales 598,941.21 587,411.44 Held-to-maturity investment Long-term accounts receivable Long-term equity investment 134,440,308.90 343,407,310.35 132,408,004.59 341,635,503.63 Investment property 514,152,692.41 324,117,320.10 518,939,370.27 326,741,292.61 Fixed assets 44,887,586.10 21,022,192.06 45,927,045.74 21,203,518.79 Construction in progress 42,750.00 42,750.00 Engineering materials Disposal of fixed assets Productive biological assets Oil and gas assets Intangible assets 553,881.05 322,596.72 561,441.87 321,593.46 Expenses on research and development Goodwill 10,328,927.82 10,328,927.82 Long-term expenses to be apportioned 39,101,609.50 2,236,012.45 39,825,875.17 1,638,270.44 Deferred income tax assets 9,770,179.28 6,376,755.45 9,770,179.28 6,658,082.67 Other non-current assets Total non-current assets 813,978,007.26 697,482,187.13 761,925,306.18 698,241,011.60 Total assets 1,689,019,960.75 1,314,776,527.54 1,673,584,777.35 1,310,362,270.11 Current liabilities: Short-term loans Loans from central bank Absorbing deposits and inter-bank deposits 14 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Balance at period-end Balance at year-beginning Items Consolidated Parent Company Consolidated Parent Company Capital borrowed Transactional financial liabilities Notes payable Accounts payable 10,182,535.97 2,503,930.62 13,047,530.24 2,423,946.62 Accounts received in advance 149,120,174.67 62,905,891.10 158,171,642.48 81,070,594.02 Financial assets sold for repurchase Charges and commission payable Wages payable 6,837,054.80 3,360,933.16 10,318,172.65 5,107,972.59 Taxes payable 41,221,534.55 36,635,021.91 36,930,773.40 34,275,065.86 Interests payable Dividends payable 1,466,295.43 119,803.29 1,466,295.43 119,803.29 Other accounts payable 118,103,295.84 48,772,774.91 110,869,162.89 39,829,376.42 Reinsurance accounts payable Insurance contract reserve Securities trading by agency Securities sales by agency Non-current liabilities due within one year Other current liabilities Total current liabilities 326,930,891.26 154,298,354.99 330,803,577.09 162,826,758.80 Non-current liabilities: Long-term loans Bonds payable Long-term accounts payable Special accounts payable Projected liabilities Deferred income tax liabilities 20,242,134.58 20,420,513.70 0.00 Other non-current liabilities 0.00 0.00 Total non-current liabilities 20,242,134.58 20,420,513.70 0.00 Total liabilities 347,173,025.84 154,298,354.99 351,224,090.79 162,826,758.80 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 406,996,287.13 404,980,399.08 406,990,452.97 404,980,399.08 Minus: Inventory shares Reasonable reserve Surplus public reserve 102,912,835.67 102,912,835.67 102,912,835.67 102,912,835.67 Provisions for general risks Retained profits -125,393,075.06 -132,214,072.20 -142,006,368.05 -145,156,733.44 Balance difference of foreign currency translation Total equity attributable to owners of parent 1,169,315,057.74 1,160,478,172.55 1,152,695,930.59 1,147,535,511.31 company Minority shareholders' interests 172,531,877.17 169,664,755.97 Total owner’s equity 1,341,846,934.91 1,160,478,172.55 1,322,360,686.56 1,147,535,511.31 15 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Balance at period-end Balance at year-beginning Items Consolidated Parent Company Consolidated Parent Company Total liabilities and owner’s equity 1,689,019,960.75 1,314,776,527.54 1,673,584,777.35 1,310,362,270.11 4.2 Income Statement Prepared by Shenzhen SEG Co., Ltd. January-March 2012 Unit: RMB Yuan Amount of this period Amount of last period Items Consolidated Parent Company Consolidated Parent Company 110,887,458.490 I. Total operating income 30,848,447.030 93,924,973.74 28,056,358.04 0 110,887,458.490 Including: Operating income 30,848,447.03 93,924,973.74 28,056,358.04 0 Interest income Insurance gained Charges and commission income II. Total operating costs 89,967,701.7900 18,251,902.990 72,359,361.68 12,309,524.02 Including: Operating costs 76,515,413.5000 13,835,506.690 62,195,369.40 9,685,040.95 Interest expenses Charges and commission expenses Cash surrender value Net expenses on compensation Net amount of withdrawal of insurance contract reserve Policy dividend expenses Reinsurance expenses Operating tax and surcharges 5,020,046.7200 2,037,779.520 3,930,067.25 1,545,634.39 Sales expenses 642,831.5900 1,227,798.23 Administration expenses 9,681,654.1200 4,433,198.770 7,375,994.27 3,718,391.55 Financial expenses -2,457,997.4900 -2,054,581.9900 -2,369,867.47 -2,639,542.87 Asset impairment loss 565,753.35 Plus: Income from fair value change (Loss is listed with “-”) Investment income (Loss is listed with “-”) 4,320,493.6700 3,986,937.500 -2,400,397.00 -2,400,397.00 Including: Investment income from affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profits (Loss is listed with “-”) 25,240,250.3700 16,583,481.540 19,165,215.06 13,346,437.02 Plus: Non-operating income 902,170.0400 254,978.59 4,570.00 Minus: Non-operating expenses 5,587.6500 4,034.650 29,894.53 Including: Disposal loss of non-current assets IV. Total operating profits (Loss is listed with 26,136,832.7600 16,579,446.89 19,390,299.12 13,351,007.02 “-”) Minus: Income tax expenses 6,659,347.0400 3,636,785.650 5,945,727.53 3,780,336.96 V. Net profits (Loss is listed with “-”) 19,477,485.7200 12,942,661.24 13,444,571.59 9,570,670.06 Net profits attributable to owners of parent 16,613,292.9900 12,942,661.2400 11,784,432.63 9,570,670.06 16 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Amount of this period Amount of last period Items Consolidated Parent Company Consolidated Parent Company company Minority shareholders’ gains and losses 2,864,192.7300 1,660,138.96 VI. Earnings per share: i. Basic earnings per share 0.0212 0.0165 0.0150 0.0122 ii. Diluted earnings per share 0.0212 0.0165 0.0150 0.0122 VII. Other consolidated income 8,762.6300 -23,526.41 VIII. Total consolidated income 19,486,248.3500 12,942,661.240 13,421,045.18 9,570,670.06 Total consolidated income attributable to 16,619,127.1500 12,942,661.240 11,781,713.77 9,570,670.06 owners of parent company Total consolidated income attributable to 2,867,121.2000 1,639,331.41 0.000 minority shareholders If a business merger under the same controlling entity occurs in this period, the net profits of the merged party before the merger is zero. 4.3 Cash Flow Statement Prepared by Shenzhen SEG Co., Ltd. January-March 2012 Unit: RMB Yuan Amount of this period Amount of last period Items Consolidated Parent Company Consolidated Parent Company I. Cash flows arising from operating activities: Cash received from commodity selling and 108,074,162.75 21,799,176.11 86,765,932.99 9,543,154.46 labor service providing Net increase of customer deposit and 0.00 0.00 0.00 0.00 interbank deposit Net increase of loan from central bank 0.00 0.00 0.00 0.00 Net increase of capital borrowed from other 0.00 0.00 0.00 0.00 financial institution Cash received from premium of original 0.00 0.00 0.00 0.00 insurance contract Net cash received from reinsurance business 0.00 0.00 0.00 0.00 Net increase of insured savings and 0.00 0.00 0.00 0.00 investment Net increase of disposal of trading financial 0.00 0.00 0.00 0.00 assets Cash received from interests, charges and 3,938,358.93 0.00 0.00 0.00 commission Net increase of capital borrowed 0.00 0.00 0.00 0.00 Net increase in repurchase 0.00 0.00 0.00 0.00 Tax refunds received 0.00 0.00 0.00 0.00 Other cash received relating to operating 157,680,892.85 44,572,118.95 87,007,425.77 48,117,726.16 activities Sub-total of cash inflow arising from 269,693,414.53 66,371,295.06 173,773,358.76 57,660,880.62 operating activities Cash paid for commodities and labor services 50,792,464.15 7,452,647.53 39,427,879.70 3,603,615.14 17 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Amount of this period Amount of last period Items Consolidated Parent Company Consolidated Parent Company Net increase of customer loans and advances 57,173,834.33 0.00 0.00 0.00 Net increase of central bank and interbank 0.00 0.00 0.00 0.00 deposits Cash paid for compensation of original 0.00 0.00 0.00 0.00 insurance contract Cash paid for interests, charges and 0.00 0.00 0.00 0.00 commission Cash paid for policy dividend 0.00 0.00 0.00 0.00 Cash paid to/for employees 17,775,740.32 7,624,791.73 12,822,132.59 5,582,544.84 Taxes paid 22,242,750.05 16,206,573.15 24,704,882.13 19,323,508.03 Other cash paid relating to operating 110,060,253.22 28,115,676.71 89,894,208.35 36,170,897.55 activities Sub-total of cash outflow arising from 258,045,042.07 59,399,689.12 166,849,102.77 64,680,565.56 operating activities Net cash flows arising from operating 11,648,372.46 6,971,605.94 6,924,255.99 -7,019,684.94 activities II. Cash flows arising from investing activities: Cash received from recovering investment 428,960,000.00 381,960,000.00 0.00 0.00 Cash received from investment income 2,288,189.36 1,954,633.19 0.00 0.00 Net cash received from disposal of fixed, 0.00 0.00 33,170.00 0.00 intangible and other long-term assets Net cash received from disposal of 0.00 0.00 0.00 0.00 subsidiaries and other business units Other cash received relating to investing 0.00 0.00 0.00 0.00 activities Sub-total of cash inflow arising from 431,248,189.36 383,914,633.19 33,170.00 0.00 investing activities Net cash paid for acquiring fixed, intangible 1,726,165.00 644,435.00 3,756,711.81 36,320.00 and other long-term assets Cash paid for investment 571,960,000.00 519,960,000.00 0.00 15,300,000.00 Net increase of mortgaged loans 0.00 0.00 0.00 0.00 Net cash paid for acquiring subsidiaries and 0.00 0.00 0.00 0.00 other business units Other cash paid relating to operating 0.00 0.00 0.00 0.00 activities Sub-total of cash outflow arising from 573,686,165.00 520,604,435.00 3,756,711.81 15,336,320.00 investing activities Net cash flows arising from investing -142,437,975.64 -136,689,801.81 -3,723,541.81 -15,336,320.00 activities III. Cash flows arising from financing activities: Cash received from investors 0.00 0.00 14,700,000.00 0.00 Including: Cash received from minority 0.00 0.00 14,700,000.00 0.00 18 Shenzhen SEG Co., Ltd. 2012 Q1 Report (Full-Text) Amount of this period Amount of last period Items Consolidated Parent Company Consolidated Parent Company shareholders by subsidiaries Cash received from loans 0.00 0.00 0.00 0.00 Cash received from issuing bonds 0.00 0.00 0.00 0.00 Other cash received relating to financing 0.00 0.00 0.00 0.00 activities Sub-total of cash inflow arising from 0.00 0.00 14,700,000.00 0.00 financing activities Cash paid for repaying debts 0.00 0.00 0.00 0.00 Cash paid for dividend and profits 0.00 0.00 2,581.72 0.00 distributing or interests paying Including: Dividends and profits of minority 0.00 0.00 0.00 0.00 shareholders paid by subsidiaries Other cash paid relating to financing 0.00 0.00 0.00 0.00 activities Sub-total of cash outflow arising from 0.00 0.00 2,581.72 0.00 financing activities Net cash flows arising from financing 0.00 0.00 14,697,418.28 0.00 activities IV. Impact of exchange rate fluctuation on 451.72 451.72 1,211.38 0.00 cash and cash equivalents V. Net increase of cash and cash equivalents -130,789,151.46 -129,717,744.15 17,899,343.84 -22,356,004.94 Plus: Balance of cash and cash equivalents at 644,439,198.78 510,486,998.56 572,818,178.75 451,763,240.33 the beginning of the period VI. Balance of cash and cash equivalents at 513,650,047.32 380,769,254.41 590,717,522.59 429,407,235.39 the end of the period 4.4 Auditor’s Report Auditor’s opinion: Un-audited 19