2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Shenzhen SEG Co., Ltd. 2012 Semi-annual Report I. Important Notice The Board of Directors, the Board of Supervisors, Directors, Supervisors and Senior Executives of Shenzhen SEG Co., Ltd. hereby guarantee that no false or misleading statement or major omission was made to the materials in this report and that they will assume all the responsibilities, individually and jointly, for the trueness, accuracy and completeness of the report. All the directors have attended this board meeting reviewing the semi-annual report. This semi-annual financial report of the Company has not been audited by any accounting firms. Chairman of the Board Wang Li, the Chief Financial Officer Li Lifu and the responsible person of the accounting institution (Accountant in charge) Ying Huadong hereby declare that the Financial Statements enclosed in this semi-annual report are true and complete. Definitions Definition Refers to Description This Company, the Company Refers to Shenzhen SEG Co., Ltd. SEG Group Refers to Shenzhen SEG Group Co., Ltd. ST Samsung Refers to Shenzhen SEG Samsung Co., Ltd. SEG Logistics Refers to Shenzhen SEG Logistics Co., Ltd. SEG Baohua Refers to Shenzhen SEG Baohua Enterprise Development Co., Ltd. Xi'an SEG Refers to Xi'an SEG Electronics Market Co., Ltd. Suzhou SEG Refers to Suzhou SEG Electronics Market Co., Ltd. Xi'an Hairong SEG Refers to Xi'an Hairong SEG Electronics Market Co., Ltd. Nanjing SEG Refers to Shenzhen SEG Electronics Market Management Co., Ltd. Shanghai SEG Refers to Shanghai SEG Electronics Market Co., Ltd. Formerly Changsha Xinxing Development Co., Ltd., renamed as Changsha SEG Refers to Changsha SEG Development Co., Ltd. on March 18, 2010 Changsha Branch of Shenzhen Mellow Orange Business Hotel Changsha Mellow Orange Hotel Refers to Management Co., Ltd. Longgang SEG Refers to Shenzhen SEG Electronics Market Management Co., Ltd. SEG Industry Refers to Shenzhen SEG Industrial Investment Co., Ltd. SEG E-Commerce Refers to Shenzhen SEG E-Commerce Co., Ltd. 1 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Definition Refers to Description SEG Credit Refers to Shenzhen SEG Credit Co., Ltd. SEG Navigations Refers to Shenzhen SEG GPS Scientific Navigations Co., Ltd. Shenzhen SEG Industrial Investment Co., Ltd., whose 91.79% shares are held by the Company, opened the Buy-it Store on the third floor of Shenzhen SEG Electronics Market Phase II on October 1, 2009. Its main businesses include the wholesale and retail of computer products and Buy-it Store Refers to accessories, mobile communication devices, digital products, the wholesale and retail of office products and the repair services of computer products. Its business model was transformed from proprietary trading to joint operation in March 2010. An integrated information platform for market management with the SEG Universal Refers to functions of access control management, micro-payment, query system and information distribution. Youhao Group Refers to Xinjiang Youhao (Group) Co., Ltd. State-owned Assets Supervision and Administration Commission of Shenzhen Municipal People's Government. Note: According to the requirements in the Notice on the Adjustment of Name and Nature of State-owned Assets Supervision and Administration Shenzhen SASAC Refers to by the Shenzhen Municipal People's Government issued by the Shenzhen Municipal People's Government on June 24, 2011 (SHEN FU [2011] No. 96), Shenzhen State-owned Assets Supervision and Administration Bureau was renamed as State-owned Assets Supervision and Administration Commission of Shenzhen Municipal People’s Government. CSRC Refers to China Securities Regulatory Commission Shenzhen Securities Regulatory Bureau of China Securities Regulatory Shenzhen Securities Regulatory Bureau Refers to Commission The Articles of Association Refers to The Articles of Association of Shenzhen SEG Co., Ltd. Unless otherwise specified, the amount Refers to Amount in RMB referred to in the report 2 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. II. Company Profile (I) Basic Information A-share code 000058 B-share code 200058 Short name of A-share SHEN SEG Short name of B-share SHEN SEG B Listed on Shenzhen Stock Exchange Legal Chinese name Shenzhen SEG Co., Ltd. Legal English name SHENZHEN SEG CO., LTD. Legal representative Wang Li Registered address 31/F, Tower A, the Stars Plaza, Huaqiang Road (N), Futian District, Shenzhen Post code 518028 Office address 31/F, Tower A, the Stars Plaza, Huaqiang Road (N), Futian District, Shenzhen Post code 518028 Website http://www.segcl.com.cn E-mail segcl@segcl.com.cn (II) Contact Information Secretary of the Board of Directors Securities affairs representative Name Zheng Dan Fan Chonglan 31/F, Tower A, the Stars Plaza, Huaqiang Road 31/F, Tower A, the Stars Plaza, Huaqiang Road Contact address (N), Futian District, Shenzhen (N), Futian District, Shenzhen Phone 0755-83747939 0755-83747939 Fax 0755-83975237 0755-83975237 E-mail segcl@segcl.com.cn segcl@segcl.com.cn (III) Information Disclosure and Filing Site Newspaper selected by the Company for China Securities Journal, Securities Times, Securities Daily and Hong Kong information disclosure Commercial Daily Website selected by CSRC for publishing the semi-annual report http://www.cninfo.com.cn (Cninfo Website) The place where the annual report is Secretary's Office of Board of Directors, 31/F, Tower A, the Stars Plaza, Huaqiang prepared and kept Road (N), Futian District, Shenzhen 3 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. III. Summary of Major Accounting and Business Data (I) Major Accounting Data and Financial Indexes Are retroactive adjustments made to previous financial statements? □ Yes √ No □ Not applicable Major accounting data Report period (from January The same period of the Year-on-year Major accounting data to June 2012) previous year increase/decrease (%) Total operating income (Yuan) 241988628.19 203,405,221.49 18.97% Operating profit (Yuan) 48,759,225.85 40,165,703.67 21.4% Total profit (Yuan) 50,488,899.19 40,489,706.46 24.7% Net profit attributable to shareholders of 31,621,212.01 26,332,388.35 20.08% the listed company (Yuan) Net profit attributable to shareholders of the listed company after deduction of 30,765,074.21 26,144,053.78 17.68% non-recurring gains and losses (Yuan) Net cash flow arising from operating -50,775,759.58 23,025,932.62 -92.92% activities (Yuan) Ending amount of this report Ending amount of the Year-on-year period previous year increase/decrease (%) Total assets (Yuan) 1,681,865,616.83 1,673,584,777.35 0.49% Owners' equity attributable to 1,184,364,413.81 1,152,695,930.59 2.75% shareholders of the listed company (Yuan) Share capital (Shares) 784,799,010.00 784,799,010.00 0% Major financial indexes Report period (from January The same period of the Year-on-year Major financial indexes to June 2012) previous year increase/decrease (%) Basic earnings per share (Yuan/Share) 0.0403 0.0335 20.3% Diluted earnings per share (Yuan/Share) 0.0403 0.0335 20.3% Basic earnings per share after deduction of non-recurring gains and losses 0.0392 0.0333 17.71% (Yuan/Share) Fully diluted average ROE (%) 2.67% 2.28% 0.39% Weighted average ROE (%) 2.71% 2.4% 0.31% Fully diluted average ROE after deduction 2.6% 2.26% 0.34% of non-recurring gains and losses (%) 4 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Weighted average ROE after deducting 2.63% 2.38% 0.25% non-recurring gains and losses (%) Net cash flow per share arising from -0.0647 0.0293 operating activities (Yuan) Ending amount of this Ending amount of the Year-on-year period previous year increase/decrease (%) Net asset per share attributable to shareholders of the listed company 1.5091 1.4688 2.74% (Yuan/Share) Asset-liability ratio (%) 19.47% 20.99% -1.52% The Company's explanations of the major accounting data and financial indexes at the end of this report period (if there are retroactive adjustments, please provide the explanation of the adjustments.) (II) Differences of Accounting Data under Chinese and Overseas Accounting Standards 1. The differences of net profit and net assets in this financial report calculated based on international and Chinese accounting standards √ Applicable □ Not applicable Unit: RMB Yuan Net profit attributable to shareholders of the listed Owners' equity attributable to shareholders of company the listed company Amount of the previous Amount of this period Ending amount Beginning amount period Based on Chinese accounting 31,621,212.01 26,332,388.35 1,184,364,413.81 1,152,695,930.59 standards Adjusted items and amounts based on international accounting standards: Based on international 31,621,212.01 26,332,388.35 1,184,364,413.81 1,152,695,930.59 accounting standards 2. The differences of net profit and net assets in this financial report calculated based on overseas and Chinese accounting standards √ Applicable □ Not applicable Unit: RMB Yuan Net profit attributable to shareholders of the listed Owners' equity attributable to shareholders of company the listed company Amount of the previous Amount of this period Ending amount Beginning amount period 5 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Based on Chinese accounting 31,621,212.01 26,332,388.35 1,184,364,413.81 1,152,695,930.59 standards Adjusted items and amounts based on overseas accounting standards: Based on overseas accounting 31,621,212.01 26,332,388.35 1,184,364,413.81 1,152,695,930.59 standards 3. Items of significant differences Specifications in related international Item of significant differences Amount (Yuan) Causes and/or overseas accounting standards Not applicable 4. Explanations of the differences of accounting data under Chinese and overseas accounting standards No difference (III) Items of Non-Recurring Gains and Losses and Amounts Deducted √ Applicable □ Not applicable Item Amount (Yuan) Remarks Gains and losses from disposal of non-current assets -4,034.65 Disposal loss of fixed assets Tax refund, reduction or exemption upon approval exceeding authorized limits or without formal documents Special funds for development of the biological, Internet and new energy industries gained from Government subsidies recorded into current gains and losses Shenzhen Municipal People's Government and (except those closely related with corporate business and 340,000.00 supporting funds gained from the Commerce enjoyed according to national standards or certain quota) Department of Hunan Province in this report period Fund appropriation charges for non-financial enterprise recorded into current gains and losses Gains from the margin between the investment cost of the Company for acquisition of subsidiaries, joint ventures and joint operation enterprises and the recognizable fair value of net assets of invested units at the time of acquisition Gains and losses from transfer of non-monetary assets Gains and losses from entrusted investment or managing assets Provision for assets impairment withheld for force majeure Gains and losses from debt restructurings 6 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Item Amount (Yuan) Remarks Expenditures for corporate restructuring, such as expenses for relocation of employees and for integration Gains and losses from unfairly priced transactions in which the transaction value exceeds the fair value Net current gains and losses of a subsidiary from the period beginning to the date of merger due to the merger of enterprises under the control of a same entity Gains and losses from contingency items irrelevant with regular operation of the Company Gains and losses from fair value changes by holding of transaction financial assets and liabilities, except effective hedging business related to regular operation of the Company, and investment income from disposal of transaction financial assets and liabilities as well as financial assets available for sale Transferred-back impairment provision for accounts receivable, for which separate impairment tests are carried out Gains and losses for external entrusted loans Gains and losses from fair value changes of investment properties, whose subsequent measurement is carried out based on the fair value mode Influence on current gains and losses by one-off adjustment according to taxation and accounting laws and regulations Trustee fee from entrusted operation Other non-operating income and expenses except the 1,393,707.99 above-mentioned items Other gains and losses fitting the definition of non-recurring gains and losses Influenced amount of minority shareholders' equity -441,117.20 Influenced amount of income tax -432,418.34 Total 856,137.80 -- The Company's explanations of "other gains and losses fitting the definition of non-recurring gains and losses" and the fact that the Company defines items of non-recurring gains and losses as items of recurring gains and losses based on the nature and features of its businesses Item Amount (Yuan) Remarks Not applicable 7 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. IV. Changes in Share Capital and Information on Shareholders (I) Information on Changes in Share Capital 1. Table of changes of shares □ Applicable √ Not applicable 2. Information on changes in restricted shares □ Applicable √ Not applicable (II) Issuance and Listing of Shares 1. Previous issuance of shares in the last three years □ Applicable √ Not applicable 2. Changes in total shares and share structure, and the consequent changes in structure of assets and liabilities □ Applicable √ Not applicable 3. Information of existing staff shares □ Applicable √ Not applicable (III) Information on Shareholders and Actual Controllers 1. Total number of shareholders by the end of this report period The Company has 62,907 shareholders by the end of this report period. 2. Information on shares held by the top ten shareholders Information on shares held by the top ten shareholders Information on pledged or frozen Name of shareholder (Full Nature of Share-holding Restricted shares Total shares held name) shareholder proportion (%) shares held Share status Quantity Pledged 20,179,833.00 Shenzhen SEG Group Co., State-owned 30.24% 237,359,666.00 0.00 Ltd. legal person Pledged 63,500,000.00 GUANGZHOU FODAK Domestic ENTERPRISE GROUP non-state-own 2.41% 18,880,334.00 0.00 CO., LTD. ed legal person Taifook Securities Overseas legal Company Limited-Account 1.02% 7,980,784.00 0.00 person Client 8 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Overseas Gong Qianhua 0.68% 5,311,520.00 0.00 natural person Domestic Zhu Wei 0.52% 4,066,739.00 0.00 natural person Domestic Tang Lizhu 0.48% 3,796,200.00 0.00 natural person GUOTAI JUNAN Overseas legal SECURITIES 0.47% 3,689,041.00 0.00 person (HONGKONG) LIMITED Dalian Huaxin Trust Co., Domestic Ltd. – Beta 1 Structured non-state-own 0.38% 3,000,000.00 0.00 Securities Investment ed legal person Portfolio Domestic Cao Xianhua 0.34% 2,702,000.00 0.00 natural person China Merchants Securities State-owned 0.34% 2,672,676.00 0.00 (Hong Kong) Co., Ltd. legal person Information on shareholders Information on unrestricted shares held by the top ten shareholders √ Applicable □ Not applicable Share type and quantity Unrestricted shares held at Name of shareholder the period end Type Quantity Shenzhen SEG Group Co., Ltd. 237,359,666.00 A shares 237,359,666.00 GUANGZHOU FODAK ENTERPRISE GROUP CO., 18,880,334.00 A shares 18,880,334.00 LTD. Taifook Securities Company Limited-Account Client 7,980,784.00 B shares 7,980,784.00 Gong Qianhua 5,311,520.00 B shares 5,311,520.00 Zhu Wei 4,066,739.00 A shares 4,066,739.00 Tang Lizhu 3,796,200.00 A shares 3,796,200.00 GUOTAI JUNAN SECURITIES (HONGKONG) 3,689,041.00 B shares 3,689,041.00 LIMITED Dalian Huaxin Trust Co., Ltd. – Beta 1 Structured 3,000,000.00 A shares 3,000,000.00 Securities Investment Portfolio Cao Xianhua 2,702,000.00 A shares 2,702,000.00 China Merchants Securities (Hong Kong) Co., Ltd. 2,672,676.00 B shares 2,672,676.00 Explanations on the associated relationship and/or concerted action units among the above-mentioned shareholders: Shenzhen SEG Group Co., Ltd. has no associated relationship with other shareholders, nor is it a concerted action unit as described by the Management Methods for Disclosure of Information on Changes of Shareholding Status of Shareholders of Listed Companies. It is unknown whether other shareholders have an associated relationship or are concerted action units or not. 9 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. 3. Information on controlling shareholders and actual controllers (1) Information on changes in controlling shareholders and actual controllers □ Applicable √ Not applicable (2) Details about controlling shareholders and actual controllers Are there any new actual controllers? □ Yes √ No □ Not applicable Name of actual controller Shenzhen SASAC Type of actual controller Local SASAC Detailed introduction: 1.The first majority shareholder of the Company: Shenzhen SEG Group Co., Ltd. Legal representative: Sun Shengdian Date of incorporation: August 23, 1984 Business scope: Production and research of electronic products, household appliances, toys, electronic and telecom equipment, instruments and meters, auto parts, computers and accessories, office automation equipment and articles and electronic chemical projects (the licenses of the production sites are specially applied for); acceptance of various electronic system projects; operation of specialized electronic and communications markets; talent training; real estate development (on land plots with legally obtained land use rights); real estate agency; shipping agency; logistics & warehousing; high-rise sightseeing at SEG Plaza and supporting catering, shopping and exhibition services; technical development and maintenance of network and information projects; import and export. Registered capital: RMB 1,355,420,000 The equity structure is as follows: SASAC of Shenzhen Municipal People's Government contributed RMB 630,539,000, taking a proportion of 46.52%. China Huarong Asset Management Corporation contributed RMB 400,000,000, taking a proportion of 29.51%. China Orient Asset Management Corporation contributed RMB 189,514,700, taking a proportion of 13.98%. China Great Wall Asset Management Corporation contributed RMB 135,366,300, taking a proportion of 9.99%. 2. Information on the controlling shareholder of the Company’s first majority shareholder: SASAC of Shenzhen Municipal People's Government 10 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. (3) Block diagram of the property rights and controlling relationship between the Company and its actual controllers China Huarong China Orient China Great Wall Shenzhen SASAC Asset Mgmt Asset Mgmt Asset Mgmt C orporation C orporation C orporation 4 6.5 2% 2 9.5 1% 1 3.9 8% 9.9 9% Shenzhen SEG Group Co ., L t d. 3 0.2 4% Shenzhen SEG Co ., L t d. (4) The actual controllers control the Company by trust or other asset management methods. □ Applicable √ Not applicable 2. Other legal-person shareholders who hold more than 10% shares □ Applicable √ Not applicable (II) Information on Convertible Bonds □ Applicable √ Not applicable II. Directors, Supervisors and Senior Executives 11 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. (I) Changes in Shares Held by Directors, Supervisors and Senior Executives Receiving remuneration Increase of Decrease Stock Shares held Including: from Beginning date of Ending date of shares held of shares Shares held options Reason for Name Title Gender Age at period restricted shareholders’ office term office term in this held in this at period end held at change beginning shares held units or other period period period end related units or not Wang Li Chairman Male 51 Nov 21, 2011 May 21, 2013 0 0 0 0 0 0 Yes Zhang Director Male 48 May 21, 2010 May 21, 2013 0 0 0 0 0 0 Yes Guangliu Ye Jun Director Male 52 May 21, 2010 May 21, 2013 0 0 0 0 0 0 Yes Director/ General Liu Zhijun Male 44 May 21, 2010 May 21, 2013 0 0 0 0 0 0 No Manager Director/Vice General Zheng Dan Manager/Secretary Female 47 May 21, 2010 May 21, 2013 35,586.00 0 0 35,586.00 26,689.00 0 No of the Board of Directors Zhu Director/ Vice Male 51 May 21, 2010 May 21, 2013 0 0 0 0 0 0 No Longqing General Manager Jiang Independent Director Male 53 May 21, 2010 May 21, 2013 11,700.00 0 0 11,700.00 8,775.00 0 No Yigang Yang Independent Director Male 44 May 21, 2010 May 21, 2013 0 0 0 0 0 0 No Rusheng 12 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Receiving remuneration Increase of Decrease Stock Shares held Including: from Beginning date of Ending date of shares held of shares Shares held options Reason for Name Title Gender Age at period restricted shareholders’ office term office term in this held in this at period end held at change beginning shares held units or other period period period end related units or not Zhou Independent Director Male 43 May 21, 2010 May 21, 2013 0 0 0 0 0 0 No Hanjun Zhao Supervisor Male 58 May 21, 2010 May 21, 2013 0 0 0 0 0 0 Yes Xingxue Tang Supervisor Male 52 May 21, 2010 May 21, 2013 0 0 0 0 0 0 Yes Chongyin Xu Supervisor Male 48 May 21, 2010 May 21, 2013 0 0 0 0 0 0 Yes Haisong Tian Supervisor Male 46 May 21, 2010 May 21, 2013 0 0 0 0 0 0 No Jiliang Ying Supervisor Male 43 May 21, 2010 May 21, 2013 0 0 0 0 0 0 No Huadong Vice General Li Lifu Male 57 May 21, 2010 May 21, 2013 0 0 0 0 0 0 No Manager Total -- -- -- -- -- 47,286 0 0 47,286 35,464 0 -- -- Information on equity incentives bestowed to directors, supervisors and senior executives during this report period □ Applicable √ Not applicable 13 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. (II) Information on Directors, Supervisors and Senior Executives Serving in Shareholders' Units or Other Units Information about directors, supervisors and senior executives serving in shareholders’ units √ Applicable □ Not applicable Receiving Position in Beginning Ending date of remuneration Name Name of shareholders’ units shareholders’ units date of office office term from term shareholders’ units or not Wang Li Shenzhen SEG Group Co., Ltd. General Manager Jan 1, 2011 Dec 31, 2012 Yes Zhang Guangliu Shenzhen SEG Group Co., Ltd. Vice General Manager Jan 1, 2010 Jan 1, 2012 Yes Deputy Secretary of Party Committee & Zhao Xingxue Shenzhen SEG Group Co., Ltd. Secretary of Discipline Jan 1, 2010 Dec 31, 2012 Yes Committee Head of Asset and Tang Chongyin Shenzhen SEG Group Co., Ltd. Property Operation Aug 1, 2011 Dec 31, 2012 Yes Dept. Xu Haisong Shenzhen SEG Group Co., Ltd. Deputy Head of Aug 1, 2011 Dec 31, 2012 Yes Strategy Mgmt Dept. Information about directors, supervisors and senior executives serving in other units √ Applicable □ Not applicable Beginning Ending date Receiving Name Name of other units Position in other date of office of office remuneration units term term from other units or not Wang Li Shenzhen SEG Credit Co., Ltd. Chairman Sep 2011 Sep 2014 No Liu Zhijun Shenzhen SEG Electronics Market Management Chairman May 2011 May 2014 No Co., Ltd. Liu Zhijun Shanghai SEG Electronics Market Co., Ltd. Chairman May 2011 May 2014 No Liu Zhijun Shenzhen SEG E-Commerce Co., Ltd. Chairman Jan 2011 Jan 2014 No Liu Zhijun Shenzhen SEG Credit Co., Ltd. Director Sep 2011 Sep 2014 No Zheng Dan Suzhou SEG Electronics Market Co., Ltd. Chairman Sep 2011 Sep 2014 No Zheng Dan Wujiang SEG Electronics Market Co., Ltd. Chairman Jun 2012 Jun 2015 No Zheng Dan Shenzhen SEG E-Commerce Co., Ltd. Director Jan 2011 Jan 2014 No Zheng Dan Shenzhen SEG Credit Co., Ltd. Director Sep 2011 Sep 2014 No Chairman of No Zheng Dan Changsha SEG Development Co., Ltd. Supervisory Board Jun 2010 Jun 2013 Shenzhen SEG Baohua Enterprise Development Chairman of No Zheng Dan Co., Ltd. Supervisory Board Mar 2012 Mar 2015 Zhu Longqing Changsha SEG Development Co., Ltd. Chairman Jun 2010 Jun 2013 No Zhu Longqing Shenzhen SEG Electronics Market Management Chairman Apr 2011 Apr 2014 No Co., Ltd. 14 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Receiving Position in other Beginning Ending date remuneration Name Name of other units units date of office of office from other term term units or not Zhu Longqing Shenzhen SEG Baohua Enterprise Development Director Mar 2012 Mar 2015 No Co., Ltd. Zhu Longqing Shenzhen SEG Industrial Investment Co., Ltd. Director Mar 2010 Mar 2013 No Zhu Longqing Shenzhen SEG E-Commerce Co., Ltd. Director Jan 2011 Jan 2014 No Shenzhen SEG GPS Scientific Navigations Co., No Zhu Longqing Ltd. Director Feb 2012 Feb 2015 Ye Jun Shenzhen SEG Engineering Industry Co., Ltd. Chairman Mar 23, 2012 Nov 8, 2013 Yes Independent May 10, Jiang Yigang Guangdong Golden Glass Technologies Co., Ltd. Director May 10, 2011 2014 Yes Jiang Yigang Shanghai ALLBRIGHT LAW OFFICES Lawyer & Senior Jun 1, 2005 Up to now Yes (Shenzhen) Partner Yang Rusheng Shenzhen TONGE GROUP Co., Ltd. Independent May 23, 2008 Nov 22, Yes Director 2012 Vice President & Up to now Yang Rusheng Crowe Horwath China CPAs Director of Aug. 2007 Yes Shenzhen Branch ZHONGJINGFA Engineering Cost Consultant General Manager of Up to now Yang Rusheng Co., Ltd. Shenzhen Branch Mar. 2008 Yes Yang Rusheng Crowe Horwath China CPAs, Shenzhen General Manager Aug. 2007 Up to now Yes Independent Yang Rusheng PingAn Bank Co., Ltd. Director Jul. 12, 2008 Jun. 30, 2012 Yes Zhou Hanjun ASIA (Group) Accounting Firm Partner Mar 1, 2012 Up to now Yes Zhou Hanjun Shenzhen S.E.Z. Real Estate (Group) Co., Ltd. Independent Mar 1, 2012 Mar 31, 2014 Yes Director Tian Jiliang Shenzhen SEG Baohua Enterprise Development Director Mar 2012 Mar 2015 No Co., Ltd. Chairman of No Tian Jiliang Xi’an SEG Electronics Market Co., Ltd. Supervisory Board Feb 2011 Feb 2014 Tian Jiliang Xi’an Hairong SEG Electronics Market Co., Ltd. Supervisor Jul 2011 Jul 2014 No Shenzhen SEG Electronics Market Management Chairman of No Tian Jiliang Co., Ltd. Supervisory Board May 2011 May 2014 Ying Huadong Changsha SEG Development Co., Ltd. Director Jun 2010 Jun 2013 No Ying Huadong Shenzhen SEG Electronics Market Management Supervisor Apr 2011 Apr 2014 No Co., Ltd. (III) Information about Remuneration of Directors, Supervisors and Senior Executives Decision-making process According to The Articles of Association, the remuneration of directors and supervisors is determined of the remuneration of by the General Meeting of Shareholders, but, at present, the Company has not implemented the directors, supervisors and remuneration system for non-independent directors and supervisors except for independent directors. senior executives The directors and supervisors of the Company only receive the wages corresponding to their administrative positions. The Company adopts the post wage system. The wage of senior executives consists of three parts: salary, bonus and social benefits. The salary is determined based on each senior executive’s position Basis of the remuneration and is delivered monthly. The year-end bonus is determined based on each senior executive’s of directors, supervisors performance on fulfilling the annual operating goals and tasks approved by the General Meeting of and senior executives Shareholders and before implementation, the standard needs to be approved by the board of directors. Directors and supervisors only receive the post wage from the company they work for. During January and April 2012, according to the resolution of the 14th general meeting of shareholders, independent 15 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. directors of the Company will receive monthly allowances for independent directors totaling RMB 60,000 each year (pre-tax). The travel and accommodation expenses of independent directors due to attendance of the meetings of the board and the general meeting of shareholders as well as the expenses incurred by independent directors due to exercising of their powers according to Articles of Association are reimbursed by the Company according to the actual expenses. Since May 2012, according to the resolution of the 17th General Meeting of Shareholders (for year 2011), independent directors of the Company will receive monthly allowances for independent directors totaling RMB 100,000 each year (pre-tax). The travel and accommodation expenses of independent directors due to attendance of the meetings of the board and the general meeting of shareholders as well as the expenses incurred by independent directors due to exercising of their powers according to Articles of Association are reimbursed by the Company according to the actual expenses. Directors and supervisors only receive the post wage from the company they work for. The annual Actual delivery of the salary is determined based on each director and supervisor’s work on achieving the annual operating remuneration to the goal. The annual salary of each senior executive is determined based on the result of year-end directors, supervisors and performance appraisal. The annual salary consists of two parts: basic annual salary and performance senior executives salary. The basic annual salary is delivered by month and the performance salary is delivered according to the result of year-end appraisal. (IV) Staff Changes of Directors, Supervisors and Senior Executives □ Applicable √ Not applicable (V) Information about Employees of the Company Number of current employees 386 Number of retired workers to whom the Company pays pension benefits 0 Profession composition Profession composition Number of employees Production staff 67 Sales staff 187 Technical staff 56 Financial staff 25 Administrative staff 51 Education background Education background Number of employees Master 32 Bachelor 109 Junior college graduate 142 Senior high school graduate or lower 103 16 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. VI. Report of the Board of Directors (I) Discussion and Analysis of the Management 1. The overall operation of the Company The year of 2012 is the second year of the Company’s Twelfth Five-year Strategic Plan. Facing increasingly fierce market competition, the Company insists on carrying out the guiding ideology of innovation and steady development and carries out the work closely around the annual operating objectives and strategic businesses. Focusing on operating performance and management, the Company spares no effort to implement strategic businesses and improve strategic governance. In addition to continuously improving basic management and standards construction, the Company optimizes internal governance structure through effective ways to prevent risks, such as constructing and implementing an internal control system. The Company also strengthens innovation continuously, expands businesses of Electronics Markets, e-commerce, financial value-added services and channel retail terminals actively and improves the profitability of main businesses by enhancing entity market management. In this report period, the Company has opened two electronics markets and has signed contracts for four new electronics market projects (see (1) "Operating of electronics markets, 2. Main businesses and operating status, (1) Discussion and Analysis of the Management" in this chapter). SEG E-Commerce, whose 51% equity held by the Company, has repositioned and adjusted its business modes according to business development requirements. The Company enhances its competitive edges continuously and further improves the core competitiveness and brand influence of its main business (electronics markets) through joint development of strategic businesses such as electronics markets, e-commerce, channel retail terminals and small loans. In this report period, the Company’s businesses of traditional electronics markets and property lease developed steadily. The whole company is in good conditions now. In this report period, the Company realized an operating income of RMB 241.9886 million Yuan, with an increase rate of 18.97% over the same period of last year. Increase in operating income year-on-year in this period was mainly due to: 1. sharp operating income increase of SEG Industrial Investment with its Buy-it Stores’ turning from self-support mode to joint operation mode; 2. added operating income of three newly founded share-controlled subsidiaries, namely SEG CREDIT, Nanjing SEG and Xi'an Hairong SEG; 3. operating income increase of the businesses of electronics markets and property lease. In this report period, the Company realized a net profit of RMB 31.62 million, with an increase rate of 20.08% over the same period of last year. Increase in total profit year-on-year in this period was mainly due to: 1. profit increase of all electronics markets over the same period of last year; 2. newly added profit of SEG CREDIT over the same period of last year; at the time, reduced the losses from selling SEG Logistics compare to last year; 3. reduced loss of ST Samsung and company investment over the same period of last year; 4. income increase from bank financing over the same period of last year. 2. Main businesses and operating status Main businesses of the Company include operating of professional electronics markets, property lease service, e-commerce and value-added business of small loan. (1) Operating of electronics markets 17 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. In 2012, electronics markets are faced with increasing competition among themselves and from other sales channels such as 3C marts and e-commerce. To win in the competition, the Company increases investments and the number of researches on electronics markets, makes full use of the advantage of synergy resources of its national chain market, strengthens innovation and improves the expanding speed of the business, ensuring steady operating and identifying new profit growth points. In this report period, the Company founded Xi’an Hairong SEG Electronics Market (51% equity held by the Company) on April 27, 2012 and began trail operating of Shajing SEG Electronics Market (managed by entrustment) on January 19, 2012. Letters of intent for cooperation/management of East Gate SEG Electronics Market Project (managed by entrustment), Wujiang SEG Electronics Market Project (51% equity held by the Company), Ningbo SEG Digital Square Project and Ningbo SEG Electronics Market Project have been signed. Huzhou SEG Digital Square (managed by entrustment) are being prepared. In the first half of 2012, all electronics markets around the country tapped market potential and reduced consumptions actively on the basis of safe operating and have increased their operating income by ways such as rising management fee and lease fee, adding commercial spaces, improving occupancy rate and providing value-added services. Two new markets (Nanjing SEG and Xi’an Hairong SEG) realized the goal of no loss in this report period. All other company controlled electronics markets have reached a sharp profit increase over the same period of last year. All electronics markets of the Company in operating have earned profits in this report period. Until June 30, 2012, the Company has achieved an operating income of RMB 121.8887 million from the business of electronics markets with a growth rate of 34.27% over the same period of last year; RMB 42.8886 million has been realized in total profit, with an increase rate of 40.50% over the same period of last year. (2) Property lease service In the first half of this year, SEG Baohua, a Company controlled subsidiary, operated well in property lease business with an occupancy rate higher than 98% of its office buildings. Affected by the recession of domestic mobile phone business, the property lease businesses in SEG headquarter declined in both lease price and occupancy rate. In this report period, the Company realized an operating income of RMB 37.0008 million, with a increase rate of 1.29%; RMB 6.0380 million has been realized in total profit, with a decrease rate of 53.35%. (3) E-commerce In this report period, the e-commerce business of the Company was oriented with the development and implementation of the SEG Universal. The SEG Network was positioned as an on-line electronics market serving shops in SEG electronics markets around the country. SEG E-Commerce focused on developing and testing the network version 2.0, and developing and implementing the phase II functions of the SEG Universal in this report period. The SEG Universal has been approved as a 2012 First-batch Special Funded Internet Development Project in Shenzhen city. In this report period, the Company realized an income of RMB 2.4755 million and had a total loss of RMB 2.9919 million in profit. The profit loss was 26.54% less than that of the same period last year due to adjustment of business mode and no founded upfront cost. (4) Small Loan Business 18 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. The SEG CREDIT was founded at the end of 2011, after a half year’ s development, its small loan business has entered into a steady status with an interest recovery rate of 100%. Insisting on self-innovation, SEG CREDIT has been developing new financial products to meet varied small loan requirements of shops in electronics markets. In this report period, the Company realized an operating income of RMB 7.7553 million and a total profit of 3.4728 million from the small loan business. The loan business developed steadily with a loan balance of RMB 67.8260 million by the end of this period. Is the actual operating performance 20% more/less than that in the publicly disclosed operating plan or profit forecasts? □ Yes □ No √ Not applicable Analysis of operating and performance of major subsidiaries and joint stock companies (1) SEG E-Commerce, whose 51% equity is held by the Company, was founded on January 24, 2011 with registered capital of RMB 48.00 million and is mainly engaged in e-commerce. In this report period, this company realized an operating income of RMB 2.48 million. (2) SEG CREDIT, whose 36% equity is directly held by the Company and 51.7064% equity is controlled by the Company after conversion, was founded on December 27, 2011 with registered capital of 150.00 million and is mainly engaged in small loan business. In this report period, this company realized an operating income of 7.75 million and a total profit of 3.47 million. (3) The Company’s controlled company SEG Baohua, whose 66.58% equity is held by the Company, is mainly engaged in property operating and management, and hotel business, with registered capital of RMB 30.8088 million. In this report period, this company realized an operating income amounting to RMB 34.77 million, with an increase rate of 17.4% over the same period of last year; RMB 11.86 million has been realized in total profit, with an increase rate of 12.5% over the same period of last year. (4) (4). SEG Industrial Investment, whose 91.8% equity is held by the company, is mainly engaged in the channel retail business of electronics products, and property operating and management, with registered capital of RMB 25.50 million. In this report period, this company realized an operating income of RMB 67.57 million with an increase rate of 78.3% over the same period of last year. The sharp income increase in this report period was due to the income increase of channel sales, agent procurement and joint operation trade businesses. (5) Xi’an SEG, whose 65% equity is held by the Company, is mainly engaged in the operating and management of professional Electronics Market, with the registered capital of RMB 3 million. In this report period, this company realized an operating income amounting to RMB 16.23 million, with an increase rate of 17.7% over the same period of last year; RMB 4.38 million has been realized in total profit, with a decrease rate of 69.8% over the same period of last year. The sharp income increase of this company in this report period was due to the income increase of advertising, promoting, storage and lease fee. (6) Longgang SEG, whose 70% equity is held by the Company, is mainly engaged in the operating and management of professional Electronics Market, with the registered capital of RMB 3 million. In this report period, this company realized an operating income amounting to RMB 5.94 million with a decrease rate of 15.7% over the same period of last year; RMB 3.02 million has been realized in total profit, with an increase rate of 259.5% over the same period of last year. (7) Suzhou SEG, whose 45% equity is held by the Company, is mainly engaged in the operating and management of professional 19 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Electronics Market, with the registered capital of RMB 3 million. In this report period, this company realized an operating income amounting to RMB 18.14 million, with an increase rate of 7.02% over the same period of last year; RMB 4.17 million has been realized in total profit, with an increase rate of 68.8% over the same period of last year. The sharp income and profit increase of this company in this report period was due to measures such as adding shops, providing value-added services, rising lease fee and fees for services and advertising and improving occupancy rate. (8) Changsha SEG, whose 46% equity is held by the Company, is mainly engaged in the operating and management of professional Electronics Markets and property lease and management, with registered capital of RMB 35.00 million. In this report period, this company realized an income increase of RMB 8.76 million with an increase rate of 27.5% over the same time of last year; RMB 1.12 million has been achieved in total profit, which was 36.3 times of that in the same period of last year. The sharp income and profit increase of this company in this report period was due to the factors such as increased popularity and customers with the demolition of subway engineering covers around the electronics market and so on. (9) Xi’an Hairong SEG, whose 51% equity is held by the Company, is mainly engaged in the operating and management of electronics markets with registered capital of RMB 3 million. The Xi’an Hairong SEG electronics market controlled by this company has been started on April 27, 2012. In this report period, this company realized an income of RMB 5.86 million. (10) Nanjing SEG, whose equity is all held by the Company, is mainly engaged in the operating and management of professional Electronics Markets, with registered capital of RMB 20.00 million. In this report period, this company realized an operating income of RMB 14.55 million. Main share-holding enterprises: (1) ST Samsung, a share-holding enterprise of the Company, whose 22.45% equity is held by the Company, is mainly engaged in manufactures and sales of CRT glass shell and coating glass of STN-ITO, with the registered capital of RMB 896.67 million. Due to market conditions, this company stopped the CRT production in 2009 and the STN production in August 2010. Until then, all production lines of this company were out of service. In the first half of 2012, this company still had no main business. (2) Shanghai SEG, a share-holding company of the Company, whose 35% equity is held by the Company, is mainly engaged in the operating and management of professional Electronics Market, with the registered capital of RMB 5 million. In this report period, this company realized an operating income amounting to RMB 19.14 million with an increase rate of 12.1% over the same period of last year; RMB 2.26 million has been realized in total profit, with a decrease rate of 46.9% over the same period of last year. (3) SEG GPS, whose 12.5% equity is held by the Company, is mainly engaged in the production and operating network services of the SEG Car Leader GPS, with registered capital of RMB 60.00 million and total assets of RMB 384.29 million. In this report period, this company realized an operating income amounting to RMB 149.17 million, with an increase rate of 24.49 % over the same period of last year; RMB 16.55 million has been realized in total profit, with a decrease rate of 6.24 % over the same period of last year. Risk factors that may adversely affect the implementation of the Company’s future development strategy and operating objectives are: 20 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. 1. The complex and uncertain macro-economy home and aboard may bring severe challenges to the development of strategic businesses of the Company. 2. It may be more difficult to expand electronics markets because of restrictions of location of the business district, lease cost and cooperation conditions. 3. New businesses, such as e-commerce, channel sales and small loan, are still at a preliminary stage, and therefore need a relatively long period to cultivate the market and enlarge the brand influence. 4. The future development of ST Samsung (with a Company share of 22.45%) will have a major effect to the development of the Company. However, there is significant uncertainty about the continuous operating of ST Samsung. 5. Affected by the operating environment, small and micro businesses operate in difficulty with increased loss and collapse, which brings severe situations for the property release business of the Company. 6. The living space of traditional electronics market shrinks due to the fierce competition of 3C marts and e-commerce. 1. Main businesses and operating status (1) Operating status of main businesses classified by industry or product Unit: RMB Yuan Increase/decrease Increase/ decrease Year-on-year Classified by rate of operating rate of operating Gross profit increase/decrease industries or Operating income Operating cost income on a cost on a rate (%) of gross profit products year-on-year basis year-on-year basis rate (%) (%) (%) Classified by industry Electronics markets and 158,889,463.01 98,955,816.93 37.72% 39.09% 46.05% -2.97% property lease businesses Trade 66,987,818.16 65,959,086.25 1.54% 80.09% 79.67% 0.24% Classified by product Not applicable Description of main businesses classified by industry and product 1. In this report period, income of operating of electronics markets and property lease has increased by 39.09% over the same period of last year. The increase was due to: (1) operating income from two newly founded companies, Xi'an Hairong SEG and Nanjing SEG, who were invested by the Company; (2) income increase of other electronics markets of the Company around the 21 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. country with raised lease fee and occupancy rate. The reason for increased operating cost was that the cost of this business would rise with income increase. In the same period of last year, most of the electronics markets within the scope of consolidation were mature markets and had high occupancy rates, so the gross profit rate of was higher than this period. Nanjing SEG and Xi'an Hairong SEG were newly founded in September and December 2011. In this report period, they were still at a preliminary developing stage and only realized an income of RMB 20.4191 million in total, 12.85% of the total income of operating of electronics markets and property lease of the Company. The integrated gross profit rate of the two companies was 5%, so causing decrease to the gross profit rate of this business of the Company. Property lease business operated by the operating department of the Company has seen a 4% decrease in gross profit rate over the same period of last year because of decreased lease fee and occupancy rate in this report period. 2. In this report period, the income of trade business of the Company has increased by 80.09% for SEG Industrial Investment, a Company controlled subsidiary, has turned its store-operating mode to channel sales mode and put more efforts to expand trade business and has already realized an income increase. The reason for increased operating cost was that the cost of this business would rise with income increase. Reasons for sharp increase/decrease in gross profit rate over the same period of last year: There is no sharp increase/decrease in gross profit rate in this report period. (2) Operating status of main businesses classified by region Unit: RMB Yuan Year-on-year increase/decrease rate of Region Operating income operating income (%) Shenzhen 174,649,987.00 27.42% Xi’an 22,094,387.39 80.78% Su Zhou 18,136,242.91 7% Changsha 12,556,330.05 15.15% Nanjing 14,551,680.84 Overseas 0 -100% Description of main businesses classified by region: In this report period, sales income of Xi'an district has increased by 80.78%, mainly due to: 1. operating income of newly founded Xi'an Hairong SEG; 2. income increase of Xi'an SEG realized by reconstruction of the market area, re-planning of shops, rise of lease fee and advertising price. 22 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. In this report period, overseas sales income has decreased by 100%, mainly due to that all equities of SEG Logistics, who had oversea businesses, were sold by the Company in 2011. Description of constitutes of main businesses: Main businesses (businesses with an income of 10% or more of the Company's operating income in this report period) 1. Professional electronics markets and property lease The businesses of electronics markets and property lease have realized an operating income of RMB 158.8895 million and a total profit of RMB 48.9266 million with a profit increase rate of 12.56% over the same period of last year. 2. Trade business In this report period, the trade business of the Company has achieved an operating income of RMB 66.9878 million and a total profit of RMB 0.1192 million, with a profit increase rate of 112.10%. (3) Reasons for major changes in main businesses and their structures □ Applicable √ Not applicable (4) Reasons for major changes in profitability (gross profit rate) of main businesses on a year-on-year basis □ Applicable √ Not applicable (5) Reasons for major changes in profit composition on a year-on-year basis □ Applicable √ Not applicable (6) Business nature, main products or services and net profit of joint stock companies whose net profit takes up 10% or more of the total net profit of the Company □ Applicable √ Not applicable (7)Problems and difficulties in the operating ① Competitions in strategic businesses of the Company are becoming much fiercer. The market share and competitiveness of electronics market business is reducing due to the continual impact of new 3C chain marts and e-commerce. Newly developed businesses, such as e-commerce, channel business and small loan business, are still at a preliminary stage and need a long time to cultivate the market and enlarge brand influence. ② The future development of ST Samsung, whose 22.5% equity is held by the Company, will have a major effect to the development of the Company. However, there is significant uncertainty about the continuous operating of ST Samsung. ③ More professional workers are required along with the increase of market-expanding projects. ④ It is much more difficult to operate invested electronics market projects in leased properties. ⑤ The expansion speed of channel business should be improved. 23 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. ⑥ The overall development and operating income of small loan business should be improved. ⑦ Affected by the operating environment, micro businesses operates in difficulty with increased loss or collapse. Therefore, there are many uncertainties of the lease market and property lease business of the Company is facing a severe situation. 2. Internal control regulations on fair value measurement □ Applicable √ Not applicable Valuation technology is used in all same or similar projects in two years to measure fair values. Are there major differences in the results? If there are, specify them. □ Yes □ No √Not applicable 3. Foreign currency financial assets and liabilities held by the Company □ Applicable √ Not applicable (II) Investment of the Company 1. Overall use of raised funds □ Applicable √ Not applicable 2. Committed projects for fund raising □ Applicable √ Not applicable 3. Changes of committed projects for fund raising □ Applicable √ Not applicable 4. Major projects invested by non-raised funds √ Applicable □ Not applicable Unit: RMB ten thousand Yuan First public Project name Amount Progress Profit disclosure date Currently, the project is being Wujiang SEG Electronics Market May 12, 2012 153 prepared and no invest is Not applicable Project received in this report period. Total 153 -- -- Description of major projects invested by non-raised funds 24 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. According to the resolution of the twenty-first interim meeting of the fifth session of the board of directors, the Company and Suzhou Nanhaimingzhu Real Estate Development Co., Ltd. decided to invest on the Wujiang SEG Electronics Market Project jointly with registered capital of RMB 3 million. The Company holds 51% of the equity. Until the end of this report period, the project was still being prepared and no investment was received in this report period. (III) Modification Plan of the Board of Directors for the Operating Plan of the Second Half of This Year √ Applicable □ Not applicable According to the Twelfth Five-year Development Strategy Plan of the Company and the maturity of investment conditions of specific projects, the Company has made the following modifications to the operating plan of the second half of the year: No. Name/Purpose of Investment Remarks for projects Modification plan for operating plan of the projects disclosed in the plan disclosed in the report of 2011 second half of 2012 report of 2011 disclosed in the report of 2011 (RMB ten thousand Yuan) 1 Newly founded 22,400 The Company intends to found electronics markets new electronics markets (leased or self-built) according to its No modification strategic plan on electronics markets. 2 E-commerce 918 RMB 15.30 million has been The project is canceled by the Company and no invested in January 2011 and the capital will be invested in e-commerce in this phase amount planned to be invested because of repositioning of and adjustment to the in phase II is RMB 9.18 million. developing mode of e-commerce. 3 Intend to acquire equities 10,746 The Company plans to acquire one share-holding of one or two subsidiary's equities (8.2058% equity of SEG share-holding Industrial Investment) from its partners. The subsidiaries with acquisition has been approved by the fifth session of value-adding potential board of directors at its ninth meeting on July 23, 25 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. from their partners 2012 and disclosed by appointed medias on July 24, 2012. The acquisition is in progress now and the required amount is about RMB 7 million. There is no other equity acquire plan of the Company. 4 Extend of the land use 2,000 The land use right of Block B, right of Block B, Baohua Baohua Building will expire on No modification Building August 20, 2012. 5 Intend to invest more 1,717 The case is just under progress. capital in SEG CREDIT 6 Invest the Shenzhen City -- -- The project is a newly added project. It has been project in Kashgar, approved by the fifth session of board of directors at Xinjiang. its ninth meeting and disclosed by appointed medias on July 24, 2012. The investing amount of the project is RMB 20 million. The Company will spare no efforts to continue to complete all works in the second half of this year, focusing on the following aspects: 1. Insist on innovation and steady development, and maintain a sense of crisis. 2. Pay close attention to key companies and progress of key businesses, and implement strategic synergy and resource bundle. 3. Carry out prospective studies of SEG electronics markets as soon as possible, including but not limited to studies on industrial developing trends, positioning, type of operation and industrial chain intervention. 4. Improve the expansion speed of businesses, start new markets in varied methods and well prepare for the Wujiang SEG Electronics Market Project, Ningbo Electronics Market, Ningbo SEG Digital Square and Wuxi SEG Electronics Market Project. 5. Promote developments by innovation to improve competitiveness as soon as possible, especially the competitiveness and optimization of established systems of internal control, human resource and benchmarking management. 6. Identify key works for the next year. 7. Raise fund and make plans for use. 8. Start the revision of the Twelfth Five-year Development Strategy Plan of the Company at a proper time. 26 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. (IV) Performance Forecasts of January to September, 2012 Warning and reasons for forecasts on loss of the accumulated net profit from the year beginning to the end of next period or sharp year-on-year changes in net profit √ Applicable □ Not applicable Performance forecasts: increase significantly Selection of type of the data filled in the performance forecasts □ Exact number √ Interval number From the year beginning to The same the end of the next report period of the Increase or decrease (%) period previous year Forecasts of accumulated net √ increase 4,500 -- 5,500 2,761 63% -- 99% profit (ten thousand Yuan) □ decrease Basic earnings per share √ increase 0.0573 -- 0.0701 0.0352 63% -- 99% (Yuan/Share) □ decrease 1. Profits of operating of electronics markets and property lease have increased. 2. The profit of SEG Credit was added to the total profit of the Company and the loss of sold SEG Logistics was excluded from the Company in this report period. 3. The loss of ST Samsung and company investment has reduced over the same period of last Description of the year. performance forecasts 4. Bank financing income was added to the total income of the Company compared with the previous year. 5. The relevant financial data in the performance forecasts of this period have not yet been pre-audited by CPA. (V) Description of the Board of Directors on the Non-standard Auditor’s Report Prepared by the Accounting Firm in This Period □ Applicable √ Not applicable (VI) Description of the Board of Directors on Changes and Handlings of Events Involved in the Non-standard Auditor’s Report Prepared by the Accounting Firm in Last Year □ Applicable √ Not applicable 27 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. (VII) Results of Discussion of the Board of Directors on Reasons and Effects of the Changes in Accounting Polices, Accounting Estimates or the Correction of Major Accounting Errors □ Applicable √ Not applicable (VIII) Formulation and Implementation of the Cash Dividend Policy of the Company To further implement the requirements of the Notice on Implementing the Requirements of the Notice on Further Implementing the Cash Dividend Issues of Listed Companies [2012) No. 43) released by the Shenzhen Securities and Futures Bureau (SSFB), and to optimize the profit distribution policy of the Company, the Company formulated the Work Plan of Shenzhen SEG Co., Ltd About Implementing the Cash Dividend Issues, implemented special research and demonstration on the shareholder return plan, and profit distribution policy, especially the improvement of cash dividend policy-making process and mechanism, and completed the Shenzhen SEG Co., Ltd Demonstration Report on Shareholder Return Plan, which was reviewed and approved at the ninth meeting of the fifth session of the Board of Directors on July 23, 2012. Based on the demonstration report, the Company modified the Articles of Association, in which the company specified the cash dividend payout standard and payout ratio, profit distribution policy, especially the improvement of cash dividend policy-making process and mechanism, and the condition and procedure for adjusting the profit distribution policy. In addition, the Company formulated the 2012-2014 Shareholder Return Plan. The above-mentioned amendment to the Articles of Association and the 2012-2014 Shareholder Return Plan have been reviewed and approved at the first interim general meeting of shareholders on August 9, 2012. 1. Formulation of the Cash Dividend Policy The first interim general meeting of shareholders in 2012 was held on August 9, 2012. The Proposal on Amending the Articles of Association was reviewed and approved at the meeting. The amended Articles of Association consummated the profit distribution policy, especially the cash dividend policy-making mechanism, specified the implementation condition of the cash dividend policy, and clarified that if the implementation condition of the cash dividend policy is met, the profit distributed by cash in one year should not be less than 10% of the distributable profit of the year, and the accumulated profit distributed by cash in the latest three years should not be less than 30% of the average distributable profit of the latest three years. 2. Implementation of the cash dividend policy ST Samsung, whose 22.45% equity is held by the Company, suffered great loss in 2009, which caused loss to the Company's net profit. By the end of 2011, the distributable profit of the Company available to shareholders is RMB -145,156,733.44. According to the regulations in the Company Law and the Articles of Association, the Company's profit in one year should cover the deficit in previous years. Calculated based on the profitability of 2011, the Company needs at least two to three years to cover the above-mentioned deficit and earn profits for distribution. The current cash dividend policy of the Company meets the requirements of the Articles of Association and the resolution adopted at the general meeting of shareholders. The cash dividend policy-making process and mechanism of the Company are complete. Independent directors are responsible and fulfilling their roles well. Middle and small shareholders have opportunities to express their opinions and appeals, and their legal rights are protected. 28 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. (IX) Profit Distribution Proposal or Plan for Converting Capital Reserve to Bonus Shares □ Applicable √ Not applicable (X) Description of the Situation That No Cash Bonus Plan Was Proposed When the Accumulated Undistributed Profit is Positive at the End of 2011 □ Applicable √ Not applicable (XI) Other Disclosures 1. Implementation of regulations on management of non-public information and insiders (1) In this report period, the Company implemented the Confidentiality System of Shenzhen SEG Co., Ltd for Insiders of Non-public Information, Non-public Information Insider Reporting System and Regulations of Shenzhen SEG Co., Ltd on Management of Non-public Information and Insiders very well. The Company strictly implemented the management requirements for report of non-public information to external institutions: the external institution or the user was required to sign a confidentiality commitment at the time of report; routine reports and other non-public information were submitted to the specific external user of information while the time of routine reports should not be earlier than the time of disclosure and the disclosed information of the performance flash report should not be less than the content offered to the external user of information. In accordance with the requirements of Shenzhen Stock Exchange, the Sheet of Report of Shenzhen SEG Co., Ltd to the Controlling Shareholder and the Actual Controller was submitted to Shenzhen Securities Regulatory Bureau by the Company every month. 2. Implement the reminder system for the Company’s directors, supervisors and senior management as well as non-public information insiders Prior to information sensitive periods, the Secretary’s Office of the Board of Directors timely reminded the Company's directors, supervisors and senior management as well as non-public information insiders not to buy or sell the Company’s shares, thus effectively preventing illegal behaviors. The Company implemented self-inspection on whether its directors, supervisors and senior executives as well as other insiders of non-public information bought or sold the Company’s shares within 30 days prior to the disclosure of periodical reports, within 10 days prior to the disclosure of performance forecasts and flash reports, during the disclosure of other important events or other sensitive periods. No insider trading by relevant personnel using non-public information was discovered. 2. The Company was notified on February 28, 2011 by the majority shareholder that the latter was planning important events, so the shares of the Company were suspended from March 1, 2011 in order to prevent abnormal price changes and protect the interests of investors. 29 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. The Company was notified at 16:00, August 9, 2012 by the majority shareholder that the latter and other stakeholders would work closely around important events of the Company during the time when the shares of the Company were suspended. However, it is difficult to achieve an agreement among all related parties, so the preceding decision was aborted after careful consideration. The shares of the Company resumed trading on August 10, 2012. The Company disclosed the Announcement of Shenzhen SEG Co., Ltd on Stock Resumption and the Termination of Planning on Important Events on the China Securities Journal, the Securities Times, the Securities Daily, the Hong Kong Commercial Daily and the Cninfo Website on August 10, 2012. 3. Independent directors' special description of and independent advice to occupancy of company funds by the controlling share-holder or other related parties and external guarantees of the Company occurred in this report period or previously occurred but extended to this report period: there is no occupancy of Company funds by the controlling share-holder or other related parties or external guarantees of the Company occurred in this report period; no guarantee made by the controlling share-holder, actual controller, any non-legal person unit or individual was discovered. Within this report period, no outward guarantee occurred in the Company and the balance of guarantee is zero. (XII) The Company’s Liabilities, Assets and Credit Changes and Cash Arrangement for Future Repays (this table to be filled only by listed companies who issues convertible bonds) □ Applicable √ Not applicable 30 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. VII. Important Matters (I) Corporate Governance 1. In this report period, the Company constantly improved its governance structure and standardized the operation by strictly abiding by laws and regulations such as the Company Law and the Securities Law, as well as the Code of Corporate Governance for Listed Companies, the Articles of Association, and other laws and regulations relevant to the governance of listed companies. However, there are still the following matters in the Company: (1) The controlling shareholder manages the Company through the Property Right Representative Report System. The Company’s controlling shareholder SEG Group is a state-controlled enterprise in Shenzhen and Shenzhen State-owned Assets Supervision & Administration Bureau is the controlling shareholder of SEG Group. It must implement the Property Right Representatives Report System for state-owned assets management according to the management methods of state-owned assets of Shenzhen. (2) In respect of personnel assessment, the Company’s controlling shareholder SEG Group implements annual performance assessment on senior executives according to the attainment of annual operation indicators and other indicators stipulated by SEG Group. (3) The Company submits undisclosed information to its major shareholders and actual controllers. This is due to the requirements of the Property Right Representatives Report System and the state statistics departments. In accordance with the requirements of state-owned assets supervision department, the Company has been submitting monthly flash reports to its major shareholders and actual controllers and reporting important issues to its major shareholders and actual controllers before they are disclosed. The Company submitted the Table of Listed Companies Submitting Undisclosed Information to Major Shareholders and Actual Controllers and the Letter of Commitment to the Shenzhen Securities Regulatory Bureau on October 18, 2007. SEG Group has presented the Letter of Commitment on Reinforcing the Management of Undisclosed Information to the Shenzhen Securities Regulatory Bureau. Meanwhile, the Company has established and implemented the Undisclosed Information Insider Reporting System and the Confidentiality System of Shenzhen SEG Co., Ltd. for Insiders of undisclosed Information and has monthly reported to Shenzhen Securities Regulatory Bureau about its reports of undisclosed information. On July 15, 2009, the managers and headquarters staffs of the Company have signed a Confidentiality Agreement with the Company, which specified their responsibility in keeping commercial secrets and undisclosed information confidential. The undisclosed information the Company offered to its major shareholders and actual controllers in this report period is as follows: 31 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Relationship Organization to between the Time or No. which organization Type of information Procedure of report period of Basis for report Procedure of information is and the report approval reported Company The invested corporation of the Company and the financial staff at the headquarters prepare the report The Notice on Matters about Preparation of The flash report of main Controlling and consolidate the statements, Monthly Financial Flash Reports by Enterprises 1 Shenzhen SEG shareholder financial indicators of the which are reviewed by the leadership Monthly under Supervision and Administration of SASAC, the Agreed by the Board Group Co., Ltd. (30.24%) company registered in of the Financial Department and file of SASAC of the State Council (GUO ZI TING of Directors Shenzhen reported through the State-owned PING JIA [2003] No. 23 ) Asset Management Information System. The invested corporation of the Company and the financial staff at The Notice on Matters about Preparation of Shenzhen SEG Controlling Summary sheet of the headquarters prepare the sheet Monthly Financial Flash Reports by Enterprises Agreed by the Board 2 Group Co., Ltd. shareholder implementation of and consolidate the statements, Monthly under Supervision and Administration of SASAC, the of Directors (30.24%) monthly expense budget which are reported through the file of SASAC of the State Council (GUO ZI TING State-owned Asset Management PING JIA [ [2003] No. 23 ) Information System. The invested corporation of the Company and the financial staff at The Notice on Matters about Preparation of Shenzhen SEG Controlling Summary sheet of monthly the headquarters prepare the sheet Monthly Financial Flash Reports by Enterprises Agreed by the Board 3 Group Co., Ltd. shareholder cash flow and consolidate the statements, Monthly under Supervision and Administration of SASAC, the of Directors (30.24%) which are reported through the file of SASAC of the State Council (GUO ZI TING State-owned Asset Management PING JIA [ [2003] No. 23 ) Information System. The financial personnel at the The Notice on Matters about Preparation of Shenzhen SEG Controlling Summary sheet of deposits headquarters prepare the sheet that is Monthly Financial Flash Reports by Enterprises Agreed by the Board 4 Group Co., Ltd. shareholder and financing loans of the reported through the State-owned Quarterly under Supervision and Administration of SASAC, the of Directors (30.24%) headquarters Asset Management Information file of SASAC of the State Council (GUO ZI TING System. PING JIA [ [2003] No. 23 ) The invested corporation of the Summary sheet of Company and the financial staff at The Notice on Matters about Preparation of Controlling quarterly non-operating the headquarters prepare the sheet Monthly Financial Flash Reports by Enterprises Agreed by the Board 5 Shenzhen SEG shareholder gains and losses of the and consolidate the statements, Quarterly under Supervision and Administration of SASAC, the of Directors Group Co., Ltd. (30.24%) company registered in which are reported through the file of SASAC of the State Council (GUO ZI TING Shenzhen State-owned Asset Management PING JIA [ [2003] No. 23 ) Information System. 6 Controlling Summary sheet of Quarterly The Notice on Matters about Preparation of Shenzhen SEG shareholder quarterly information on It began to be reported since June Monthly Financial Flash Reports by Enterprises Agreed by the Board 32 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Relationship Organization to between the Time or No. which organization Type of information Procedure of report period of Basis for report Procedure of information is and the report approval reported Company (30.24%) investment properties of under Supervision and Administration of SASAC, the Group Co., Ltd. the company registered in 2009. file of SASAC of the State Council (GUO ZI TING of Directors Shenzhen The invested corporation of the PING JIA [ [2003] No. 23 ) Company and the financial staff at the headquarters prepare the sheet and consolidate the statements, which are reported through the State-owned Asset Management Information System. Monthly consolidated They should be reported every statements (including the month after being printed, signed and Balance Sheet, the Profit Controlling sealed and reported every quarter 7 Shenzhen SEG shareholder Statement, the Cash Flow through the State-owned Asset Monthly The Notice of Shenzhen SEG Co., Ltd. on Submitting Agreed by the Board Group Co., Ltd. (30.24%) Statement, the Notes to Management Information System. of Monthly Statements of Directors Preparation of the They began to be reported online Statements and the from July 2008. Financial Statements) Shenzhen SEG Controlling It was provided by Article Three of the Statistics Group Co., Ltd. shareholder Law of the People’s Republic of China that state (30.24%) organs, social organizations, corporations, public institutions and privately or individually owned businesses, on which statistical survey is Statistical survey on the implemented, must comply with the Statistics Law Agreed by the Board statements or monthly and Monthly and the regulations of the state and provide of Directors 8 annual reports of the Sealed by the Company and annually statistical data faithfully but not make a false report, production of electronics Shenzhen Government conceal data, refuse to report, delay the report, or information industry Statistics Bureau branch fabricate or falsify data. Self-governing mass organizations at the grass roots level and citizens have the obligation to provide truthfully the information required by the statistical survey of the state. The Notice on Matters about Preparation of Controlling Monthly Financial Flash Reports by Enterprises Agreed by the Board Shenzhen SEG Summary sheet of of Directors 9 Group Co., Ltd. shareholder quarterly financial assets Sealed by the Company Quarterly under Supervision and Administration of SASAC, the (30.24%) file of SASAC of the State Council (GUO ZI TING PING JIA [ [2003] No. 23 ) 33 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. 2. In this report period, according to the requirements of the Notice on Further Implementing Cash Bonus Related Matters of Listed Companies issued by the China Securities Regulatory Commission and the Notice on Seriously Implementing the Requirements of the Notice on Further Implementing the Cash Bonus Related Matters of Listed Companies (SHEN ZHEN JU GONG SI ZI [2012] No. 43) (hereinafter referred to as the Notice) issued by the Shenzhen Securities Regulatory Bureau, the Company actively organized controlling shareholders, directors, supervisors and senior executives to learn the essence and implement the requirements of the Notice. Meanwhile, the Company formulated the Work Program of Seriously Implementing Cash Bonus Related Matters and designated Wang Li, the chairman, as the primary owner and Liu Zhijun, the director and general manager, as the direct owner. The Secretary’s Office of the Board of Directors is the executive body. In accordance with the requirements of the Notice, the Company, in consideration of its actual situations, has fully communicated with independent directors and some shareholders of tradable shares on formulating a shareholder return plan and profit distribution policy. The Company made a special research on the soundness of the decision-making procedure and mechanism of the shareholder return plan, profit distribution, especially cash bonus matters, specified a cash bonus decision-making procedure that is suitable for the future development of the Company and formed a research report. Meanwhile, the Company, according to the results of the research report, has formulated its shareholder return plan for the next three years (from 2012 to 2014) and modified some terms like the profit distribution policy in the Articles of Association. The preceding Research Report of Shenzhen SEG Co., Ltd. on the Shareholder Return Plan has approved at the ninth meeting of the fifth Board of Directors on July 23, 2012. The Shareholder Return Plan of Shenzhen SEG Co., Ltd. in the Next Three Years from 2012 to 2014 and the Proposal about Modifying the Articles of Association have deliberated and approved at the first extraordinary shareholders meeting of 2012 on August 9, 2012. 3. The progress of constructing internal control standards by the Company in this report period is as follows: In this report period, according to the overall deployment of the five ministries and commissions like the Ministry of Finance and the China Securities Regulatory Commission on promoting listed companies to implement basic internal control standards, the spirit of the video conference of the China Securities Regulatory Commission about mobilizing and deploying the internal control standards in the capital market, and the requirements of the Notice on Managing Pilot Listed Companies in Implementing the Internal Control Standards in Shenzhen (SHEN ZHEN JU GONG SI ZI [2011] No. 31) issued by the Shenzhen Securities Regulatory Bureau, the company was listed as one of the 83 pilot units in internal control in Shenzhen and initiated the construction project of internal control standards in March 2011.The Board of Directors and managers attached great importance to the work, organized directors, supervisors, senior executives and relevant staff of each functional department to learn the Basic Standards for Enterprise Internal Control and related guidelines, and actively constructed the internal control system for the Company. The Company formulated the Work Plan of Shenzhen SEG Co., Ltd. on Implementing Corporate Internal Control Standards (hereinafter referred to as Internal Control Work Plan) which was approved at the tenth special meeting of the fifth Board of Directors held on April 28, 2011 and was disclosed on the Cninfo website on April 30, 2011. During this report period, the progress of the internal control work of the Company was as follows: (1) The Proposal about Adding Content to the Work Plan of Shenzhen SEG Co., Ltd. on Implementing Corporate Internal Standards was deliberated and approved at the 8th Shareholders’ general meeting of the fifth Board of Directors held on 34 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. March 23, 2012. At the meeting, the Company decided to modify the preceding Internal Control Work Plan that was published on the Cninfo website on April 30, 2011 by including Shenzhen SEG Nanjing Electronics Market Management Co., Ltd. which was a share-holding subsidiary established in 2011 and Shenzhen SEG Electronics Market Management Co., Ltd. into the second batch of major internal control construction units, and by adding the third batch of major internal control construction units. Modifications of the Internal Control Work Plan are as follows: The "6. The second batch of major internal control construction units includes Xi'an SEG Electronics Market Co., Ltd., Suzhou SEG Electronics Market Co., Ltd., and Changsha SEG Development Co., Ltd. These companies shall start their internal control construction on January 1, 2012 and complete the work on March 31, 2012." under "III. Internal Control Construction Work Plan" in the Internal Control Work Plan. was changed into "6. The second batch of major internal control construction units includes Xi'an SEG Electronics Market Co., Ltd., Suzhou SEG Electronics Market Co., Ltd., Changsha SEG Development Co., Ltd., Shenzhen SEG Electronics Market Management Co., Ltd., and the Shenzhen SEG Nanjing Electronics Market Management Co., Ltd. These companies shall start their internal control construction on January 1, 2012 and complete the work on June 30, 2012." The "7. The third batch of major internal control construction units includes Shenzhen SEG Credit Co., Ltd., Xi'an SEG Electronics Market Co., Ltd., and Shenzhen Mellow Orange Business Hotel Management Co., Ltd. These companies shall start their internal control construction on March 10, 2012 and complete the work on June 30, 2012." shall be added. Other content remained unchanged. The above matter was disclosed on the China Securities Journal, the Securities Times, the Securities Daily and the Hong Kong Commercial Daily and the Cninfo Website on March 27, 2012. (2) The Company came up with a defect list for the second batch of major internal control construction units, which have completed corresponding rectifications at the end of this report period. (3) The Deloitte & Touche LLP in Shenzhen conducted internal control program planning and process design, internal control system construction, and internal control system assessment for Shenzhen SEG Credit Co., Ltd. which belongs to in the third batch of major internal control construction units. (4) After trained by the internal control promotion group of the Company, Xi'an SEG Electronics Market Co., Ltd. and Shenzhen Mellow Orange Business Hotel Management Co., Ltd. in the third batch of major internal control construction units constructed and assessed their internal control systems. (5) The audit department of the Company audited and checked the internal control work of the third batch of major internal control construction units. As of the disclosure date of this report, the progress of the internal control work of the Company was in line with the Internal Control Work Plan. The Company assessed the effectiveness of the design and operation of the internal control by the end of June 30, 2012 and worked out the 2012 Semi-annual Self-evaluation Report of Shenzhen SEG Co., Ltd. on Internal Control. The report was approved at the tenth meeting of the fifth Board of Directors and published on the Cninfo website on August 27, 2012. 35 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. According to the Board of Directors of the Company, the Company has constructed an internal control system that was related with the financial report, established the corresponding internal control system for business processes and matters within the range of internal control assessment by the end of June 30, 2012. By formulating the Internal Control Work Plan, analyzing and finding risks, analyzing and rectifying defects, revising and improving the internal control system and processes, and assessing the work of internal control, the Company attained obvious effects in constructing and implementing the internal control system. The internal control which was complete and reasonable has been effectively implemented and achieved anticipated objectives. The Company had no major defect in the completeness, rationality and effectiveness of the internal control system. The existing internal control system of the Company has covered all operational aspects and levels, forming a relatively complete and normative internal control management system. This ensures the orderly management and effective operation of the Company, better prevents, controls, discovers and corrects potential or existing operational risks or faults, effectively protects the safety and completeness of corporate assets, and effectively defends the interest of the Company and its shareholders. The internal control system of the Company has been effectively implemented. (II) Implementation of the Profit Distribution Plan, Reserve Capitalizing Plan or New Share Issuing Plan that were Mapped out in the Prior Period and Implemented in this Report Period □ Applicable √ Not applicable 36 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. (III) Major Lawsuits and Arbitrations √ Applicable □ Not applicable Disclosure Amount No. of Type of the Hearing Date of Plaintiff Defendant Joint Liability Basic Involved (Ten Execution of Relevant Lawsuit and Progress Results and Relevant (Applicant) (Respondent) Undertaker Information Thousand Judgment Provisional Arbitration Effects Provisional Yuan) Notice Notice Not executed; Guangzhou SEG Industry has won the first instance. The Won the still waiting for SEG Jiajie second instance has finished and SEG Not Not ---- Civil lawsuit 305 first the judgment of Industry Technology Industry was waiting for the civil judgment applicable applicable instance the second Co., Ltd. of the court instance No money is involved in major lawsuits and arbitrations of the Company after formulating the annual report of last year. The amount involved in major outstanding lawsuits and arbitrations that have been incorporated in the annual report of last year was RMB 3,050,000. No anticipated liabilities are accrued for lawsuits and arbitrations. Details of the lawsuit and arbitration Guangzhou Jiajie Technology Co., Ltd. (hereinafter referred to as Guangzhou Jiajie) signed a Purchase Contract with the SEG Industry, a subsidiary of the Company on June 25, 2010. Guangzhou Jiajie purchased the SYBASE software from SEG Industry and then sold the software. Due to the difference of the representation of the payment terms in the Purchase Contract separately held by SEG Industry and Guangzhou Jiajie, the two parties had a dispute on the issue of payment. The payment terms under the Purchase Contract include two optional clauses: first, the seller shall issue a full VAT invoice to the buyer and the buyer shall pay for the goods in full within 60 days after the goods arrives at the delivery place, is powered on for a test run, and is accepted by the buyer (before August 30, 2010); second, the seller shall issue a full VAT invoice to the buyer and the buyer shall pay for the goods in full within seven days after receiving all payment from its users. Both clauses were checked (√ ) in the Purchase Clause held by SEG Industry. However, only the second clause was checked (√ ) in the Purchase Clause held by Guangzhou Jiajie. Guangzhou Jiajie sold the SYBASE software to Guangzhou Yushi Information Technology Co., Ltd. (hereinafter referred to as Guangzhou Yushi) who sold the software to end users. Because Guangzhou Yushi has not made payment to Guangzhou Jiajie, the latter filed a lawsuit against the former. The legal representative of Guangzhou Yushi had migrated to another country. Based on the analysis of the Purchase Contract held by Guangzhou Jiajie, the prerequisite for the payment by Guangzhou Jiajie is that Guangzhou Jiajie receives the payment from Guangzhou Yushi. According to the lawyer’s opinion, it is very likely that the payment cannot be recovered. The contract amount is RMB 3,052,571.00, for which RMB 3,022,045.29, or 99% of the amount, was accrued as bad debt provision at the end of 2011. The Company had submitted the preceding dispute to the Court, which opened a session on December 28, 2011 and made the first instance judgment on February 14, 2012.The judgment was that the plaintiff SEG Industry won the lawsuit and the defendant Guangzhou Jiajie shall pay to the plaintiff RMB 3,052,571. The court rejected other claims of the plaintiff. Guangzhou Jiajie refused to obey the first instance judgment and appealed to the higher court, which had accepted the appeal. At present, the second instance had finished and we are waiting for the civil judgment of the court. 37 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. (IV) Bankruptcy and Reorganization Related Matters □ Applicable √ Not applicable (V) Equities of Other Listed Companies and Financial Enterprises Held by the Company 1. Investment in securities □ Applicable √ Not applicable Information about securities investment 2. Equity of other listed companies held by the Company √ Applicable □ Not applicable Proportion Gains and Changes in Short form Securities Initial investment in equity of Ending book losses in this owners’ Source of of the Account code cost (Yuan) the value (Yuan) report period equity in this shares securities company (Yuan) report period Financial Youhao assets 600778 90,405.00 0.04% 682,076.92 70,999.11 Initial share Group available for sale Long-term ST 000068 279,307,046.38 22.45% 109,341,240.49 -475,507.86 -475,507.86 equity Initial share Samsung investment Total 279,397,451.38 -- 110,023,317.41 -475,507.86 -404,508.75 -- -- Description of the equity of other listed companies held by the Company The first release of ST Samsung's restricted tradable shares held by the Company was on March 4, 2009 and the second was finished by the Company on March 23, 2010, adding 44,833,600 new tradable shares. On February 16, 2011, the Company completed the third release, which added 120,091,790 tradable shares to the Company. The Company didn't sell the shares of ST Samsung in this report period. 3. Equity of unlisted financial enterprises held by the Company □ Applicable √ Not applicable Description about the equity of unlisted financial enterprises held by the Company 4. Shares of other listed companies dealt by the Company □ Applicable √ Not applicable 38 2012 Semi-annual Report of Shenzhen SEG Co., Ltd. Description about the shares of other listed companies dealt by the Company (VI) Asset Transaction 1. Asset acquisition □ Applicable √ Not applicable Information on asset acquisition 2. Asset sales □ Applicable √ Not applicable Information on asset sales 3. Asset replacement □ Applicable √ Not applicable Information on asset replacement 4. Merger of enterprises √ Applicable □ Not applicable 5. Progress of this matter and its influences on operating results and financial status in this report period after publishing the asset reorganization report or the notice of purchasing sold assets □ Applicable √ Not applicable (VII) Share Increasing Plan Put Forward or Implemented by the Major Shareholders and Concerted Actors of the Company □ Applicable √ Not applicable (VIII) Implementation of the Equity Incentive Plan and Its Influences □ Applicable √ Not applicable (IX) Major Related Transactions 39 深圳赛格股份有限公司 2012 年半年度报告全文 1. Related transactions relating to daily operation √ Applicable □ Not applicable Percentage of Reasons for the related major Price (Ten Amount (Ten transaction Influences on Market price differences Type of Transaction Pricing Settlement Related parties Relations Thousand Thousand amount to the corporate (Ten Thousand between transactions contents principle ways Yuan) Yuan) similar profits Yuan) trading price transaction and market amount (%) reference price As per Shenzhen SEG Controlling Lease of real Lease of real Follow market No major 25.8 0.14% agreements and Group Co., Ltd. shareholder estate estate price influence contracts Total -- -- 25.8 -- -- -- -- Details about sales returns in large amount None The necessity and continuity of related transactions and the reasons of trading with related parties (as opposed to other It is the continuous business in the daily operation, ensuring the normal operating activities of the Company. transaction parties in the market) Influences of related transactions on the independence of listed No adverse influence companies Dependence of the Company on related parties and relevant None solutions (if any) If the Company forecasts the total amount of daily related transaction happened in the current year based on the The predicted amount of related transactions is RMB 1,000,000 in 2012. classification, it shall disclose the actual implementation of such daily related transactions in this report period. Description on related transactions It is decided at the eighth meeting of the fifth Board of Directors held on March 23, 2012. Related transactions related relating to daily operation 40 深圳赛格股份有限公司 2012 年半年度报告全文 Sell products and labor services to the related party Purchase products and labor services from the related party Related party: Percentage of the amount of related Percentage of the amount of related Transaction amount (Ten Thousand Transaction amount (Ten Thousand transactions to the similar transaction transactions to the similar transaction Yuan) Yuan) amount (%) amount (%) Shenzhen SEG Group Co., Ltd. 25.8 0.14% Total 25.8 0.14% Including: the related transaction amount of product sales or labor service offering of the Company to its subsidiaries in this report period was RMB 258,000. 2. Transactions related with asset acquisition and sales □ Applicable √ Not applicable 3. Major transactions related with joint foreign investment □ Applicable √ Not applicable 4. Associated creditor’s rights and liabilities √ Applicable □ Not applicable Whether there are non-operating associated creditor’s rights and liabilities? □ Yes □ No 41 深圳赛格股份有限公司 2012 年半年度报告全文 Capital provided to the listed company by the related party (Ten Thousand Capital provided to the related party (Ten Thousand Yuan) Yuan) Related party Relations Period- Amount Period-end Interest Interest Period-beginni Amount Period-end Interest Interest Payment Payment beginning balance incurred balance income expenses ng balance incurred balance income expenses Non-operating Total Operating Shareholders’ Shenzhen SEG Property Management Co., Ltd. 0.2 0.2 subsidiary Controlling Shenzhen SEG Group Co., Ltd. 8.6 25.8 25.8 8.6 shareholder Total 8.8 The Amount incurred of the capital provided by the company to the controlling shareholder and its subsidiaries in this report period (Ten 25.8 Thousand Yuan) Including: Non-operating Amount incurred (Ten Thousand Yuan)) The balance of the capital provided by the company to the controlling 8.8 shareholder and its subsidiaries in this report period (Ten Thousand Yuan) Including: Non-operating balance (Ten Thousand Yuan)) Causes of associated creditor’s rights and liabilities Mainly caused by deposits, incomings and outgoings, loans and interests Payment of associated creditor’s rights and liabilities None Commitments related to associated creditor’s rights and liabilities None Influences of associated creditor’s rights and liabilities on the operational Little results and financial status of the Company Information on fund appropriation and the repayment progress in this report period □ Applicable √ Not applicable Accountability plan proposed by the Board of Directors in the case of unsettled non-operating capital occupancy by the listed company was not fulfilled by the end of the report period. □ Applicable √ Not applicable 42 深圳赛格股份有限公司 2012 年半年度报告全文 5. Other major related transactions (X) Major Contracts and Their Fulfillment 1. Entrust, contract and lease matters that bring the Company a profit taking up over 10% of the total profit earned in this period (1) Entrust □ Applicable √ Not applicable (2) Contract □ Applicable √ Not applicable (3) Lease □ Applicable √ Not applicable 2. Guarantee □ Applicable √ Not applicable 43 深圳赛格股份有限公司 2012 年半年度报告全文 3. Entrusted financial management √ Applicable □ Not applicable Unit: RMB Ten Thousand Yuan Name of Entrusted Remuneration Actually Actual income By legal Accrual of Related trustee amount Start date End date confirmation redeemed for this period Actual income procedure or impairment transaction or Relations principal not provision not Bank of China 2,400.00 2011-11-11 2012-2-13 Agreement 2,400.00 29.05 Yes None No None Bank of China 1,200.00 2011-11-24 2012-1-31 Agreement 1,200.00 12.3 Yes None No None Bank of China 6,018.00 2012-1-4 2012-2-6 Agreement 6,018.00 29.38 Yes None No None Bank of China 5,000.00 2012-1-13 2012-2-6 Agreement 5,000.00 17.75 Yes None No None Bank of China 1,600.00 2012-1-13 2012-2-13 Agreement 1,600.00 7.07 Yes None No None Bank of China 1,200.00 2012-1-31 2012-2-6 Agreement 1,200.00 0.71 Yes None No None Bank of China 12,278.00 2012-2-7 2012-3-19 Agreement 12,278.00 78.61 Yes None No None Bank of China 4,000.00 2012-2-16 2012-3-22 Agreement 4,000.00 16.88 Yes None No None Bank of China 12,400.00 2012-3-20 2012-6-29 Agreement 12,400.00 181.85 Yes None No None Bank of China 4,500.00 2012-3-22 2012-3-31 Agreement 4,500.00 3.72 Yes None No None Bank of China 4,500.00 2012-4-1 2012-6-29 Agreement 4,500.00 60.35 Yes None No None Bank of China 4,500.00 2012-6-29 2012-7-31 Agreement Yes None No None Industrial and None None Commercial 2,000.00 2012-1-6 2012-7-3 Agreement Yes No Bank of China Industrial and None None Commercial 3,000.00 2012-1-19 2012-7-17 Agreement Yes No Bank of China Industrial and None None Commercial 800.00 2012-4-25 2012-7-23 Agreement Yes No Bank of China Industrial and None None Commercial 600.00 2012-5-17 2012-8-14 Agreement Yes No Bank of China 44 深圳赛格股份有限公司 2012 年半年度报告全文 Name of Entrusted Remuneration Actually Actual income By legal Accrual of Related trustee amount Start date End date confirmation redeemed for this period Actual income procedure or impairment transaction or Relations principal not provision not Industrial and Agreement None None Commercial 1,000.00 2011-11-25 2012-1-31 1,000.00 9.18 Yes No Bank of China Industrial and Agreement None None Commercial 1,000.00 2012-2-7 2012-4-5 1,000.00 8.1 Yes No Bank of China Industrial and Agreement None None Commercial 1,000.00 2012-4-10 2012-6-28 1,000.00 10.61 Yes No Bank of China Bank of China 4,400.00 2011-12-30 2012-1-9 Agreement 4,400.00 7.03 Yes None No None Bank of China 4,300.00 2011-12-30 2012-1-9 Agreement 4,300.00 6.87 Yes None No None Bank of China 4,300.00 2011-12-30 2012-1-9 Agreement 4,300.00 6.87 Yes None No None Bank of China 12,000.00 2012-1-9 2012-2-9 Agreement 12,000.00 58.09 Yes None No None Bank of China 1,000.00 2012-1-9 2012-1-16 Agreement 1,000.00 0.79 Yes None No None Bank of China 1,000.00 2012-1-16 2012-2-1 Agreement 1,000.00 2.28 Yes None No None Industrial and Agreement None None Commercial 550.00 2012-1-21 2012-1-31 550.00 0.36 Yes No Bank of China Bank of China 1,000.00 2012-2-1 2012-2-13 Agreement 1,000.00 1.38 Yes None No None Bank of China 10,000.00 2012-2-9 2012-3-9 Agreement 10,000.00 45.29 Yes None No None Industrial and Agreement None None Commercial 1,000.00 2012-2-10 2012-3-14 1,000.00 4.34 Yes No Bank of China Bank of China 1,080.00 2012-2-10 2012-2-13 Agreement 1,080.00 0.18 Yes None No None Bank of China 1,083.00 2012-2-14 2012-2-29 Agreement 1,083.00 1.60 Yes None No None Bank of China 1,085.00 2012-3-9 2012-4-9 Agreement 1,085.00 0.66 Yes None No None Bank of China 4,500.00 2012-3-9 2012-4-9 Agreement 4,500.00 20.58 Yes None No None Bank of China 4,500.00 2012-3-9 2012-4-9 Agreement 4,500.00 20.58 Yes None No None Industrial and Agreement None None Commercial 1,000.00 2012-3-12 2012-3-20 1,000.00 0.48 Yes No Bank of China 45 深圳赛格股份有限公司 2012 年半年度报告全文 Name of Entrusted Remuneration Actually Actual income By legal Accrual of Related trustee amount Start date End date confirmation redeemed for this period Actual income procedure or impairment transaction or Relations principal not provision not Bank of China 2,000.00 2012-4-9 2012-4-11 Agreement 2,000.00 0.36 Yes None No None Bank of China 6,000.00 2012-4-9 2012-4-17 Agreement 6,000.00 4.60 Yes None No None Bank of China 2,000.00 2012-4-11 2012-4-13 Agreement 2,000.00 0.36 Yes None No None Bank of China 2,000.00 2012-4-13 2012-4-17 Agreement 2,000.00 0.72 Yes None No None Bank of China 4,000.00 2012-4-17 2012-4-26 Agreement 4,000.00 3.16 Yes None No None Bank of China 4,000.00 2012-4-17 2012-4-26 Agreement 4,000.00 3.16 Yes None No None Bank of China 4,000.00 2012-4-26 2012-4-28 Agreement 4,000.00 0.70 Yes None No None Bank of China 4,000.00 2012-4-26 2012-4-28 Agreement 4,000.00 0.70 Yes None No None Bank of China 4,000.00 2012-4-28 2012-5-3 Agreement 4,000.00 1.73 Yes None No None Bank of China 4,000.00 2012-4-28 2012-5-3 Agreement 4,000.00 1.73 Yes None No None Bank of China 3,000.00 2012-5-3 2012-5-11 Agreement 3,000.00 2.16 Yes None No None Bank of China 2,000.00 2012-5-3 2012-5-7 Agreement 2,000.00 0.70 Yes None No None Industrial and Agreement None None Commercial 4,000.00 2012-5-4 2012-6-8 4,000.00 16.87 Yes No Bank of China Bank of China 1,000.00 2012-5-4 2012-5-8 Agreement 1,000.00 0.35 Yes None No None Bank of China 2,000.00 2012-5-7 2012-5-15 Agreement 2,000.00 1.35 Yes None No None Bank of China 1,000.00 2012-5-8 2012-5-16 Agreement 1,000.00 0.74 Yes None No None Bank of China 3,000.00 2012-5-11 2012-5-15 Agreement 3,000.00 0.89 Yes None No None Bank of China 1,000.00 2012-5-15 2012-5-22 Agreement 1,000.00 0.46 Yes None No None Industrial and Agreement None None Commercial 3,000.00 2012-5-16 2012-7-10 3,000.00 16.27 Yes No Bank of China Bank of China 1,000.00 2012-5-22 2012-5-24 Agreement 1,000.00 0.11 Yes None No None Bank of China 1,000.00 2012-5-25 2012-5-29 Agreement 1,000.00 0.24 Yes None No None Bank of China 1,000.00 2012-5-29 2012-5-30 Agreement 1,000.00 0.05 Yes None No None Bank of China 1,000.00 2012-5-30 2012-6-6 Agreement 1,000.00 0.48 Yes None No None Bank of China 1,010.00 2012-6-4 2012-6-18 Agreement 1,010.00 1.05 Yes None No None 46 深圳赛格股份有限公司 2012 年半年度报告全文 Name of Entrusted Remuneration Actually Actual income By legal Accrual of Related trustee amount Start date End date confirmation redeemed for this period Actual income procedure or impairment transaction or Relations principal not provision not Bank of China 1,000.00 2012-6-6 2012-6-8 Agreement 1,000.00 0.11 Yes None No None Bank of China 1,000.00 2012-6-8 2012-6-18 Agreement 1,000.00 0.69 Yes None No None Industrial and Agreement None None Commercial 3,000.00 2012-6-12 2012-7-23 3,000.00 6.66 Yes No Bank of China Bank of China 2,010.00 2012-6-18 2012-6-26 Agreement 2,010.00 1.08 Yes None No None Bank of China 2,014.00 2012-6-26 2012-6-28 Agreement 2,014.00 0.34 Yes None No None Bank of China 1,014.00 2012-6-28 2012-6-29 Agreement 1,014.00 0.15 Yes None No None Industrial and Agreement None None Commercial 1,000.00 2012-6-29 2012-8-14 Yes No Bank of China Bank of China 1,014.00 2012-6-29 2012-7-3 Agreement Yes None No None Industrial and Agreement None None Commercial Bank financial Bank of China. products that The Bank of can be China has no redeemed any 9.13 Yes No interest income time after from fixed purchasing deposits. Industrial and Agreement None None Commercial 1,000.00 2011-11-16 2012-1-31 1,000.00 10.61 Yes No Bank of China Bank of China 1,000.00 2011-2-1 2012-6-29 Agreement 1,000.00 23.28 Yes None No None Bank of China 1,500.00 2012-2-22 2013-2-27 Agreement Yes None No None Industrial and Agreement None None Commercial 500.00 2012-3-13 2012-9-10 Yes No Bank of China Industrial and Agreement None None Commercial 300.00 2012-4-16 2012-6-11 300.00 1.66 Yes No Bank of China Industrial and Agreement None None Commercial 1,500.00 2011-12-31 2012-2-1 1,500.00 6.52 Yes No Bank of China 47 深圳赛格股份有限公司 2012 年半年度报告全文 Name of Entrusted Remuneration Actually Actual income By legal Accrual of Related trustee amount Start date End date confirmation redeemed for this period Actual income procedure or impairment transaction or Relations principal not provision not Industrial and Agreement None None Commercial 1,000.00 2012-2-8 2012-3-21 1,000.00 5.65 Yes No Bank of China Industrial and Agreement None None Commercial 200.00 2012-2-3 2012-3-26 200.00 1.39 Yes No Bank of China Industrial and Agreement None None Commercial 900.00 2012-4-11 2012-5-21 900.00 4.55 Yes No Bank of China Industrial and Agreement None None Commercial 500.00 2012-6-7 2012-8-6 Yes No Bank of China Total -- -- -- 773.70 -- -- -- Accumulated amount of overdue principal and income (Yuan) 0 According to the resolution of the 17th General Meeting of Shareholders (Year 2011) held on April 20, 2012, the Company and its subsidiaries can purchase short- and medium-term low risk bank financial products of and under RMB 500,000,000. The capital that Description of the entrusted financial management does not exceed the preceding limit can be rolled over within three years since the deliberation of the General Meeting of Shareholders. For details, see the Notice of Shenzhen SEG Co., Ltd. on the Resolutions of the 17th General Meeting of Shareholders (Year 2011) published on the designated information disclosure media of the Company on April 21, 2012. The balance of the Company and its subsidiaries after purchasing bank financial products by the end of June 30, 2012 is as follows: Unit: RMB ten thousand Yuan Shenzhen Shenzhen Shenzhen SEG Total Amount of SEG Credit SEG Baohua Electronics Company the parent Co., Ltd. Enterprise Market name company Development Management Co., Ltd. Co., Ltd. Amount 10,900.00 8,014.00 2,000.00 500.00 21,414.00 48 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 4. Fulfillment of major contracts in daily operation √ Applicable □ Not applicable 5. Other major contracts √ Applicable □ Not applicable The third meeting of the fifth Board of Directors on September 27, 2010 reviewed and approved the Proposal on A Renewal Loan of RMB 36,000,000 to Changsha SEG Development Co., Ltd. The Board of Directors of the Company agreed to offer a renewal loan of RMB 36,000,000 to Changsha SEG, the term being a year and the interest rate being 5.5755%, for which Changsha Xinxing Grand Hotel owned by Changsha SEG was again mortgaged to the Company. The matter was disclosed on the China Securities Journal, the Securities Times, the Securities Daily and the Hong Kong Commercial Daily and the Cninfo Website on September 29, 2010. In accordance with the above-mentioned resolution of the Board of Directors, the Company signed a loan contract with Changsha SEG, the amount of the loan being RMB 36,000,000 and the term being from October 25, 2010 to October 24, 2011. During the loan term, Changsha SEG has repaid RMB 12,000,000 to the Company according to the interest rate agreed in the loan contract. The Board of Directors of Changsha SEG agreed to a renewal loan of RMB 28,000,000 in the form of loan from shareholders, the term being one year. For the purpose of supporting the development of Changsha SEG, making full use of the Company's surplus fund, enhancing fund using efficiency and ensuring the normal operation of Changsha SEG in its growth stage, the 14th temporary meeting of the fifth Board of Directors of the Company deliberated and approved the Proposal of Offering a Renewal Loan of RMB 28,000,000 to Changsha SEG Development Co., Ltd. and agreed to offer a renewal loan of RMB 28,000,000 to Changsha SEG, the term being one year (from September 25, 2011 to September 24, 2012) and the interest rate being 6.56% (bank loan interest rate over the same period), for which Changsha Xinxing Grand Hotel owned by Changsha SEG was again mortgaged to the Company. In this report period, Changsha SEG has repaid the principal of RMB 5,000,000 to the Company. (II) The Proposal of the Company on Offering a Renewal Loan of RMB 22,000,000 to Shenzhen SEG Industrial Investment Co., Ltd. was deliberated and approved on the seventh meeting of the fifth Board of Directors of the Company on August 12, 2011. According to the demands of the twelfth five-year strategic development plan for energetically developing innovative businesses and the needs of SEG Industry for rigorously developing IT channels and IT retail terminal businesses, the Company, who holds 91.79% of the shares of SEG Industry, agreed to, as per the ownership proportion, lend RMB 22,000,000 to SEG Industry that currently needed RMB 24,000,000 as working capital, the interest rate being 6.56% (bank loan interest rate over the same period) and the term being one year (from August 30, 2011 to August 29, 2012). (XI) Description of Issuing Corporate Bonds □ Applicable √ Not applicable (XII) Fulfillment of Commitments 1. Commitments made by the Company or the shareholders holding more than 5% shares, which were made in or lasted into this report period √ Applicable □ Not applicable Commitment Made by Content Time Period Fulfillment Commitment for share reform N/A Commitments in the Acquisition N/A Report and the Report of Changes on Equity Commitments made at the time of asset N/A 49 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Commitment Made by Content Time Period Fulfillment replacement According to Article Five of the Equity Transfer Agreement signed by the Company with SEG Group when the Company was listed, SEG Group agreed that the Company and its subsidiaries and associated companies could use the eight Commitments Shenzhen trademarks registered by SEG Group Commitments at the time of share were fulfilled SEG Group at the National Trademark Bureau; Jul 1, 1996 N/A issuance in this report Co., Ltd. SEG Group agreed that the period. Company could use the aforesaid trademarks or similar signs as the Company’s logo and use the trademarks and signs during its operation; the Company needn’t pay any fee to SEG Group for using the aforesaid trademarks or signs. Other commitments made to the medium and small shareholders of the N/A Company Whether commitments are fulfilled in √ Yes □ No □ N/A time? Specific reasons for unfulfilled commitments and the next steps Whether the commitments on horizontal competition and related √ Yes □ No □ N/A transactions are made? Solving period of commitments 1. Shenzhen Securities Regulatory Bureau pointed out during spot inspection that there is an issue of horizontal competition in the business of Electronics Markets between the Company and SEG Group; the Company received a Letter of Commitment in writing from SEG Group on September14, 2007, which said: SEG Group and Shenzhen SEG Co., Ltd. have similar business in Electronics Markets in Shenzhen, and this is due to historic reasons and the Solution objective background of market development. The Group hereby promises that it will not independently operate a market in a same city whose business is similar with that of Shenzhen SEG. The aforesaid matter was disclosed on the Securities Times, the China Securities Journal and the Hong Kong Wen Wei Po and the Cninfo Website on September 18, 2007. In order to solve the issue of horizontal competition between the Company and its controlling shareholder, SEG Group, due to historical reasons, the sixth temporary meeting of the fifth Board of Directors held on January 26, 2011 reviewed and approved the Proposal of Solving the Horizontal Competition between the Company and Its Controlling Shareholder. After friendly consultation, SEG Group agreed to entrust the Company to operate and manage with full authority SEG Communications Market under direct management of SEG Group. Therefore, the two parties have signed an entrustment operation and management contract: (1) SEG Group has the ownership and the income right of SEG Communication Market and assumes all creditor's rights and liabilities incurred during the Fulfillment of commitments operation of SEG Communications Market. (2) The management representative from the Company shall operate and manage SEG Communications Market during the period of entrusted operation and management, who has a sufficient authority in operation and management of SEG Communications Market. (3) In accordance with the provisions of the Company on entrusted management of electronics markets and with full consideration to the maturity of the entrusted market and whether the market is located in a primary business area, the Company shall collect from SEG Group the following management fee and profit fee based on the market fair value: the total income of SEG Communications Market in 2010, RMB 20,000,000, shall be regarded as the base number; the Company shall collect a management fee of RMB 200,000 should the total income of the market in the current year is equal to or less than RMB 20,000,000; the Company shall take 20% from the part beyond 50 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Commitment Made by Content Time Period Fulfillment the base number apart from the management fee (RMB 200,000) should the total income in the current year exceed RMB 20,000,000. The detailed information about the above-mentioned matter may be referred to in the Public Notice on Shenzhen SEG Co., Ltd. on the Related Transaction for the Purpose of Solving the Issue of Horizontal Competition between the Company and the Controlling Shareholder that was disclosed on the China Securities Journal, the Securities Times, the Hong Kong Commercial Daily and the Cninfo Website on January 28, 2011. The Company has received the market management fee of RMB 200,000 paid by SEG Group on schedule in 2011 and 2012. Therefore, there is no longer the issue of horizontal competition between the Company and SEG Group. 2. The attainment of forecasts for the assets or projects of the Company which were profitable and the description of the reasons with this report period remaining in the forecasting period . □ Applicable √ Not applicable (XIII) Other Comprehensive Income Unit: RMB Yuan Amount of the previous Item Amount of this period period 1. Gains (losses) from financial assets available for sale 94,665.48 -64,323.98 Less: influence of income tax incurred from financial assets available -23,666.37 -15,437.76 for sale Net gains and losses recorded into other consolidated income in the previous period and transferred back in this period Subtotal 70,999.11 -48,886.22 2. Enjoyed shares of other consolidated income of invested unit by the equity method Less: influence on income tax by enjoyed shares of other consolidated income of invested units by the equity method Net gains and losses recorded into other consolidated income in the previous period and transferred back in this period Subtotal 3. Profit (or loss) from hedging instruments of cash flows Less: influence on income tax by hedging instruments of cash flows Net gains and losses recorded into other consolidated income in the previous period and transferred back in this period Adjusted amount of the initial confirmed amount transferred as hedged items Subtotal 4. Translation difference of the financial statements in foreign currency 89,449.29 Less: net gains and losses transferred in from disposal of overseas assets in this period Subtotal 89,449.29 5. Others Less: influence on income tax by others recorded into other 51 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount of the previous Item Amount of this period period consolidated income Net amount of others recorded into other consolidated income in the previous period and transferred back in this period Subtotal Total 70,999.11 40,563.07 (XIV) Registration Form for Investigation, Communication and Interview in this report period Types of Received Main content of discussion and the Time Place Means received person person materials provided Asked why the shares of the Company were suspended and when to resume. Jan 8, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Jan 9, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Jan 10, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 1, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 2, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 3, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 7, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 8, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 9, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company Feb 13, 2012 At the Company Phone call Individual Investor were suspended and when to resume. The Company provided the suspension 52 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Types of Received Main content of discussion and the Time Place Means received person person materials provided notice. Asked why the shares of the Company were suspended and when to resume. Feb 16, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 17, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 19, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 21, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 22, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 23, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 24, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 27, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 28, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Feb 29, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 1, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 2, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 5, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. 53 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Types of Received Main content of discussion and the Time Place Means received person person materials provided Asked why the shares of the Company were suspended and when to resume. Mar 6, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 7, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company Inquired in written were suspended and when to resume. Mar 8, 2012 At the Company Individual Investor form The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 9, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 12, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 13, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 14, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 15, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company Inquired in written were suspended and when to resume. Mar 19, 2012 At the Company Individual Investor form The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 20, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 21, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 22, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 26, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Mar 27, 2012 At the Company Phone call Individual Investor Asked why the shares of the Company 54 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Types of Received Main content of discussion and the Time Place Means received person person materials provided were suspended and when to resume. The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 28, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 29, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Mar 30, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Apr 9, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Apr 10, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Apr 12, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Apr 16, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Apr 16, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Apr 17, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Apr 18, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Apr 20, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. Apr 24, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company Apr 26, 2012 At the Company Phone call Individual Investor were suspended and when to resume. The Company provided the suspension 55 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Types of Received Main content of discussion and the Time Place Means received person person materials provided notice. Asked why the shares of the Company were suspended and when to resume. May 7, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 8, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 10, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 11, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 14, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 15, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 17, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 18, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 22, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 23, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 25, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 28, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. May 29, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. 56 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Types of Received Main content of discussion and the Time Place Means received person person materials provided Asked why the shares of the Company were suspended and when to resume. May 31, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. June 5, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. June 8, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. 11.06.12 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. June 12, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. June 14, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. June 18, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. June 19, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. June 20, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. June 27, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. June 28, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. Asked why the shares of the Company were suspended and when to resume. June 29, 2012 At the Company Phone call Individual Investor The Company provided the suspension notice. 57 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (XV) Information about the Employment and Dismissal of Accounting Firms Is the semi-annual report audited? □ Yes √ No □ Not applicable Is another accounting firm employed? □ Yes √ No □ Not applicable (XVI) Punishment and Rectification of the Listed Company and its Directors, Supervisors, Senior Executives, Shareholders, Actual Controllers and Acquirers □ Applicable √ Not applicable (XVII) Notes on Other Important Matters √ Applicable □ Not applicable (XVIII) Information about the Profitability, Asset Status and Credit Status of the Underwriter of the Company's Convertible Bonds (This table is filled in only by the listed companies that issue convertible bonds) □ Applicable √ Not applicable (XIX) Information Disclosure Index Name and Layout of the Item Journals for Information Publishing Date Website and Retrieving Path Disclosure China Securities Journal B009, Notice on the completion of Input the company code: 000058 into Securities Times D7, Securities 100% equity transfer of the "Inquiry" field at the home page Daily E1, Hong Kong January 5, 2012 Shenzhen SEG Logistics Co., of the website: www.cninfo.com.cn Commercial Daily A9, Ltd. and check the full text of the notice. www.cninfo.com.cn China Securities Journal B021, Input the company code: 000058 into Notice on disclosing the 2011 Securities Times D45, the "Inquiry" field at the home page annual report of the Company Securities Daily E4, Hong March 23, 2012 of the website: www.cninfo.com.cn in advance Kong Commercial Daily A20, and check the full text of the notice. www.cninfo.com.cn China Securities Journal B245, Input the company code: 000058 into Notice on the resolutions of the Securities Times D35, the "Inquiry" field at the home page eighth meeting of the fifth Securities Daily E22, Hong March 27, 2012 of the website: www.cninfo.com.cn Board of Directors Kong Commercial Daily A24, and check the full text of the notice. www.cninfo.com.cn China Securities Journal B245, Input the company code: 000058 into Notice on the resolutions of the Securities Times D35, the "Inquiry" field at the home page sixth meeting of the fifth Board Securities Daily E22, Hong March 27, 2012 of the website: www.cninfo.com.cn of Supervisors Kong Commercial Daily A25, and check the full text of the notice. www.cninfo.com.cn Notice on predicting corporate China Securities Journal B245, Input the company code: 000058 into daily related transactions in Securities Times D35, March 27, 2012 the "Inquiry" field at the home page 2012 Securities Daily E22, Hong of the website: www.cninfo.com.cn Kong Commercial Daily A25, 58 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Name and Layout of the Item Journals for Information Publishing Date Website and Retrieving Path Disclosure www.cninfo.com.cn and check the full text of the notice. Notice on asking the General Meeting of Shareholders to China Securities Journal B245, modify the Proposal of Using Input the company code: 000058 into Securities Times D35, Self-owned Idle Funds to the "Inquiry" field at the home page Securities Daily E22, Hong March 27, 2012 Purchase Bank's Financial of the website: www.cninfo.com.cn Kong Commercial Daily A25, Products approved on the first and check the full text of the notice. www.cninfo.com.cn extraordinary shareholders meeting in 2011 China Securities Journal B245, Input the company code: 000058 into Notice on calling the 17th Securities Times D35, the "Inquiry" field at the home page General Meeting of Securities Daily E22, Hong March 27, 2012 of the website: www.cninfo.com.cn Shareholders (year 2011) Kong Commercial Daily A25, and check the full text of the notice. www.cninfo.com.cn Input the company code: 000058 into Self-evaluation report on the "Inquiry" field at the home page www.cninfo.com.cn March 27, 2012 internal control in 2011 of the website: www.cninfo.com.cn and check the full text of the notice. Input the company code: 000058 into Annual report on the work of the "Inquiry" field at the home page www.cninfo.com.cn March 27, 2012 independent directors in 2011 of the website: www.cninfo.com.cn and check the full text of the notice. Input the company code: 000058 into Annual report on the the "Inquiry" field at the home page performance of independent www.cninfo.com.cn March 27, 2012 of the website: www.cninfo.com.cn directors in 2011 and check the full text of the notice. Input the company code: 000058 into the "Inquiry" field at the home page Full annual report for 2011 www.cninfo.com.cn of the website: www.cninfo.com.cn and check the full text of the notice. China Securities Journal B245, Input the company code: 000058 into Securities Times D35, Summary of the annual report the "Inquiry" field at the home page Securities Daily E22, Hong March 27, 2012 2011 of the website: www.cninfo.com.cn Kong Commercial Daily A23, and check the full text of the notice. www.cninfo.com.cn Notice on adding temporary China Securities Journal B005, Input the company code: 000058 into proposals and supplementary Securities Times D17, the "Inquiry" field at the home page notices to the 17th General Securities Daily E2, Hong April 10, 2012 of the website: www.cninfo.com.cn Meeting of Shareholders (year Kong Commercial Daily A21, and check the full text of the notice. 2011) www.cninfo.com.cn China Securities Journal A24, Input the company code: 000058 into Prompting notice on calling the Securities Times A8, Securities the "Inquiry" field at the home page 17th General Meeting of Daily E6, Hong Kong April 16, 2012 of the website: www.cninfo.com.cn Shareholders (year 2011) Commercial Daily A13, and check the full text of the notice. www.cninfo.com.cn China Securities Journal B176, Input the company code: 000058 into Notice on the resolutions of the Securities Times B17, the "Inquiry" field at the home page 17th General Meeting of Securities Daily B6, Hong April 21, 2012 of the website: www.cninfo.com.cn Shareholders (year 2011) Kong Commercial Daily A10, and check the full text of the notice. www.cninfo.com.cn China Securities Journal B048, Input the company code: 000058 into Corporate report body for the Securities Times D53, the "Inquiry" field at the home page April 25, 2012 first quarter of 2012 Securities Daily E18, Hong of the website: www.cninfo.com.cn Kong Commercial Daily B9, and check the full text of the notice. 59 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Name and Layout of the Item Journals for Information Publishing Date Website and Retrieving Path Disclosure www.cninfo.com.cn Input the company code: 000058 into Full corporate report for the the "Inquiry" field at the home page www.cninfo.com.cn first quarter of 2012 of the website: www.cninfo.com.cn and check the full text of the notice. China Securities Journal B013, Input the company code: 000058 into Notice on the resolutions of the Securities Times B5, Securities the "Inquiry" field at the home page 21st special meeting of the fifth Daily A4, Hong Kong May 12, 2012 of the website: www.cninfo.com.cn Board of Directors Commercial Daily A9, and check the full text of the notice. www.cninfo.com.cn China Securities Journal B013, Input the company code: 000058 into Notice on the project of Securities Times B5, Securities the "Inquiry" field at the home page investing in the Suzhou SEG Daily A4, Hong Kong May 12, 2012 of the website: www.cninfo.com.cn Electronics Market Commercial Daily A9, and check the full text of the notice. www.cninfo.com.cn 60 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. VIII. Financial Report (I) Audit Report Is the semi-annual report audited? □ Yes √ No □ Not applicable (II) Financial Statement Is it necessary to consolidate financial statements or not? √ Yes □ No □ Not applicable Unless otherwise specified, the unit of amount in the financial statement of the report is RMB Yuan. The unit of amount in the financial notes is RMB Yuan. 1. Consolidated balance sheet Prepared by: Shenzhen SEG Co., Ltd. Unit: Yuan Item Note Period-end balance Period-beginning balance Current assets: Monetary capital 579,166,521.47 644,439,198.78 Deposit reservation for balance 0.00 0.00 Loans to banks and other 0.00 0.00 financial institutions Trading financial assets 0.00 0.00 Notes receivable 0.00 0.00 Accounts receivable 14,458,092.59 10,372,667.62 Advances 39,095,723.99 33,776,814.71 Premiums receivable 0.00 0.00 Reinsurance accounts receivable 0.00 0.00 Reinsurance deposit receivable 0.00 0.00 Interest receivable 0.00 0.00 Dividends receivable 0.00 426,516.21 Other receivables 18,597,646.66 21,010,718.77 Redemptory financial assets for 0.00 0.00 sale Inventory 2,244,289.41 633,555.08 Non-current assets due within 0.00 0.00 one year Other current assets 214,140,000.00 201,000,000.00 61 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Note Period-end balance Period-beginning balance Total current assets 867,702,274.12 911,659,471.17 Non-current assets: Entrusted loans and advances 67,825,995.27 3,534,300.00 issued Financial assets available for 682,076.92 587,411.44 sale Held-to-maturity investment 0.00 0.00 Long-term accounts receivable 0.00 0.00 Long-term equity investment 132,525,159.12 132,408,004.59 Investment properties 509,400,902.24 518,939,370.27 Fixed assets: 44,744,015.37 45,927,045.74 Construction in progress 0.00 42,750.00 Engineering materials 0.00 0.00 Disposal of fixed assets 0.00 0.00 Productive biological assets 0.00 0.00 Oil & gas assets 0.00 0.00 Intangible assets 505,802.28 561,441.87 Development expenses 0.00 0.00 Goodwill 10,328,927.82 10,328,927.82 Long-term expenses to be 38,380,284.41 39,825,875.17 apportioned Deferred income tax assets 9,770,179.28 9,770,179.28 Other non-current assets 0.00 0.00 Total non-current assets 814,163,342.71 761,925,306.18 Total assets 1,681,865,616.83 1,673,584,777.35 Current liabilities: Short-term loans 0.00 0.00 Loans from the Central Bank 0.00 0.00 Deposits attracted and accounts due to banks and other financial 0.00 0.00 institutions Loans from banks and other 0.00 0.00 financial institutions Trading financial liabilities 0.00 0.00 Notes payable 0.00 0.00 Accounts payable 5,962,936.90 13,047,530.24 Advances from customers 146,499,109.28 158,171,642.48 Financial assets sold for 0.00 0.00 repurchase 62 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Note Period-end balance Period-beginning balance Commissions payable 0.00 0.00 Wages payable 5,610,736.06 10,318,172.65 Taxes payable 19,369,919.77 36,930,773.40 Interest payable 0.00 0.00 Dividends payable 2,270,089.32 1,466,295.43 Other accounts payable 127,607,182.84 110,869,162.89 Reinsurance accounts payable 0.00 0.00 Insurance deposit 0.00 0.00 Acting trading securities 0.00 0.00 Acting underwriting securities 0.00 0.00 Non-current liabilities due within 0.00 0.00 one year Other current liabilities 260,000.00 0.00 Total current liabilities 307,579,974.17 330,803,577.09 Non-current liabilities: Long-term loans 0.00 0.00 Bonds payable 0.00 0.00 Long-term accounts payable 0.00 0.00 Special payables 0.00 0.00 Anticipation liabilities 0.00 0.00 Deferred income tax liabilities 19,889,717.13 20,420,513.70 Other non-current liabilities 0.00 0.00 Total non-current liabilities 19,889,717.13 20,420,513.70 Total liabilities 327,469,691.30 351,224,090.79 Owners' equity (or shareholders' equity): Paid-up capital (or share capital) 784,799,010.00 784,799,010.00 Capital public reserve 407,037,724.18 406,990,452.97 Less: treasury shares 0.00 0.00 Special reserve 0.00 0.00 Surplus public reserve 102,912,835.67 102,912,835.67 General risk provision 0.00 0.00 Retained profits -110,385,156.04 -142,006,368.05 Translation difference of the financial statements in foreign 0.00 0.00 currency Total owners' equity attributable 1,184,364,413.81 1,152,695,930.59 to the parent company 63 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Note Period-end balance Period-beginning balance Minority shareholders' equity 170,031,511.72 169,664,755.97 Owners' equity (shareholders' 1,354,395,925.53 1,322,360,686.56 equity) Total liabilities and owner's equity 1,681,865,616.83 1,673,584,777.35 (or shareholders' equity) Legal representative: Wang Li Person in charge of accounting: Li Lifu Accounting institution head: Ying Huadong 2. Balance sheet of the parent company Unit: Yuan Item Note Period-end balance Period-beginning balance Current assets: Monetary capital 456,964,321.24 510,486,998.56 Trading financial assets 0.00 0.00 Notes receivable 0.00 0.00 Accounts receivable 366,600.00 360,000.00 Advances 248,095.00 35,295.00 Interest receivable 0.00 0.00 Dividends receivable 6,153,749.71 405,190.40 Other receivables 57,817,908.53 64,833,774.55 Inventory 0.00 0.00 Non-current assets due within 0.00 0.00 one year Other current assets 109,000,000.00 36,000,000.00 Total current assets 630,550,674.48 612,121,258.51 Non-current assets: Financial assets available for 0.00 0.00 sale Held-to-maturity investment 0.00 0.00 Long-term accounts receivable 0.00 0.00 Long-term equity investment 341,752,658.16 341,635,503.63 Investment properties 321,488,774.65 326,741,292.61 Fixed assets: 21,448,095.98 21,203,518.79 Construction in progress 0.00 42,750.00 Engineering materials 0.00 0.00 Disposal of fixed assets 0.00 0.00 Productive biological assets 0.00 0.00 Oil & gas assets 0.00 0.00 64 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Intangible assets 284,199.24 321,593.46 Development expenses 0.00 0.00 Goodwill 0.00 0.00 Long-term expenses to be 2,075,707.24 1,638,270.44 apportioned Deferred income tax assets 6,658,082.67 6,658,082.67 Other non-current assets Total non-current assets 693,707,517.94 698,241,011.60 Total assets 1,324,258,192.42 1,310,362,270.11 Current liabilities: Short-term loans 0.00 0.00 Trading financial liabilities 0.00 0.00 Notes payable 0.00 0.00 Accounts payable 0.00 2,423,946.62 Advances from customers 68,208,164.34 81,070,594.02 Wages payable 1,477,735.15 5,107,972.59 Taxes payable 15,250,967.95 34,275,065.86 Interest payable 0.00 0.00 Dividends payable 119,803.29 119,803.29 Other accounts payable 60,782,189.09 39,829,376.42 Non-current liabilities due within 0.00 0.00 one year Other current liabilities 0.00 0.00 Total current liabilities 145,838,859.82 162,826,758.80 Non-current liabilities: Long-term loans 0.00 0.00 Bonds payable 0.00 0.00 Long-term accounts payable 0.00 0.00 Special payables 0.00 0.00 Anticipation liabilities 0.00 0.00 Deferred income tax liabilities 0.00 0.00 Other non-current liabilities 0.00 0.00 Total non-current liabilities 0.00 0.00 Total liabilities 145,838,859.82 162,826,758.80 Owners' equity (or shareholders' equity): Paid-up capital (or share capital) 784,799,010.00 784,799,010.00 Capital public reserve 404,980,399.08 404,980,399.08 65 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Less: treasury shares 0.00 0.00 Special reserve 0.00 0.00 Surplus public reserve 102,912,835.67 102,912,835.67 General risk provision Retained profits -114,272,912.15 -145,156,733.44 Translation difference of the financial statements in foreign 0.00 currency Owners' equity (shareholders' 1,178,419,332.60 1,147,535,511.31 equity) Total liabilities and owner's equity 1,324,258,192.42 1,310,362,270.11 (or shareholders' equity) 3. Consolidated profit statement Unit: Yuan Item Note Amount of the current period Amount of the previous period I. Total operating income 241,988,628.19 203,405,221.49 Including: operating income 235,045,756.04 203,405,221.49 Interest income 6,942,872.15 0.00 Earned premiums 0.00 0.00 Commissions income 0.00 0.00 II. Total operating cost 201,083,552.54 158,687,248.43 Including: operating cost 175,042,563.79 139,750,385.92 Interest expenses 0.00 0.00 Commissions 0.00 0.00 Surrender value 0.00 0.00 Net compensation pay-outs 0.00 0.00 Net insurance deposit accrued 0.00 0.00 Insurance dividends 0.00 0.00 Reinsurance expenses 0.00 0.00 Operating tax and surcharges 9,794,018.20 8,072,822.01 Sale expenses 533,710.91 1,413,793.99 Management expenses 20,248,784.19 14,315,774.07 Financial expenses -5,185,253.01 -4,865,527.56 Loss from asset impairment 649,728.46 0.00 Plus: income from change in fair 0.00 0.00 value (Loss is marked with "-") Income from investment (Loss 7854150.20 -4,552,269.39 is marked with "-") 66 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Note Amount of the current period Amount of the previous period Including: income from investment in joint ventures and joint operation enterprises Income from exchange (Loss is marked with "-") III. Operating profits (Loss is 48,759,225.85 40,165,703.67 marked with "-") Plus: non-operating income 1,774,861.10 362,863.65 Less: non-operating expenses 45,187.76 38,860.86 Including: loss from disposal of 4,034.65 non-current assets IV. Total profit (Total loss is 50,488,899.19 40,489,706.46 marked with "-") Less: income tax 12,570,269.04 12,468,026.82 V. Net profit (Net loss is marked 37,918,630.15 28,021,679.64 with "-") Including: net profit of the purchased party realized before the merger Net profit attributable to shareholders of the parent 31,621,212.01 26,332,388.35 company Gains and losses of minority 6,297,418.14 1,689,291.29 shareholders VI. Earnings per share -- -- (I) Basic earnings per share 0.0403 0.0335 (II) Diluted earnings per share 0.0403 0.0335 VII. Other comprehensive 70,999.11 40,563.07 income VIII. Total comprehensive income 37,989,629.26 28,062,242.71 Total comprehensive income attributable to shareholders of 31,668,483.22 26,389,289.19 the parent company Total comprehensive income attributable to minority 6,321,146.04 1,672,953.52 shareholders During the merger of the enterprises under the control of a same entity in the report period, the net profit of the acquired party realized before the merger was: RMB 0.00 Yuan. Legal representative: Wang Li Person in charge of accounting: Li Lifu Accounting institution head: Ying Huadong 67 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 4. Profit statement of the parent company Unit: Yuan Item Note Amount of the current period Amount of the previous period I. Operating income 63,626,986.74 59,204,916.88 Less: operating cost 31,897,510.12 19,328,330.04 Operating tax and surcharges 3,570,332.26 3,221,312.54 Sale expenses 0.00 0.00 Management expenses 9,704,466.80 7,931,189.82 Financial expenses -4,550,027.98 -5,289,571.00 Loss from asset impairment 0.00 0.00 Plus: income from change of fair 0.00 0.00 value (Loss is marked with "-") Income from investment (Loss 14,612,084.00 3,012,802.61 is marked with "-") Including: income from investment in joint ventures and 0.00 0.00 joint operation enterprises II. Operating profits (Loss is 37,616,789.54 37,026,458.09 marked with "-") Plus: non-operating income 153,872.09 13,346.74 Less: non-operating expenses 4,034.65 5,200.00 Including: loss from disposal of non-current assets III. Total profit (Total loss is 37,766,626.98 37,034,604.83 marked with "-") Less: income tax 6,882,805.69 8,165,232.53 IV. Net profit (Net loss is marked 30,883,821.29 28,869,372.30 with "-") V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income VII. Total comprehensive income 30,883,821.29 28,869,372.30 5. Consolidated cash flow statement Unit: Yuan Item Amount of the current period Amount of the previous period I. Cash flow from operating activities Cash received from selling of 221,033,817.79 203,682,152.70 goods and provision of service 68 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Amount of the current period Amount of the previous period Net increase of customers' deposits and accounts due to banks 0.00 and other financial institutions Net increase of loans from the 0.00 Central Bank Net increase of loans from other 0.00 financial institutions Cash received from premiums of 0.00 original insurance contracts Net cash received from 0.00 reinsurance business Net increase of deposit of the 0.00 insured and investment Net increase of income from 0.00 disposal of trading financial assets Cash received from interest and 8,225,159.55 commissions Net increase of loans from banks 0.00 and other financial institutions Net increase of redemption capital 0.00 0.00 Tax refunds 0.00 0.00 Other cash received concerning 261,345,666.29 211,913,016.09 operating activities Subtotal of cash inflow from 490,604,643.63 415,595,168.79 operating activities Cash paid for purchase of commodities and acceptance of 126,975,034.43 90,504,542.41 labor services Net increase of loans to customers 64,954,605.66 0.00 and advances Net increase of accounts due from the Central Bank and other financial 0.00 0.00 institutions Cash paid for compensation pay-outs of original insurance 0.00 0.00 contracts Cash paid for interest and 0.00 0.00 commissions Cash paid as insurance dividends 0.00 0.00 Cash paid to and on behalf of 36,113,074.01 27,144,192.70 employees Taxes paid 84,239,587.03 62,740,678.74 Other cash paid concerning 229,098,102.08 212,179,822.32 operating activities Subtotal of cash outflow for 541,380,403.21 392,569,236.17 operating activities 69 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Amount of the current period Amount of the previous period Net cash flow arising from operating -50,775,759.58 23,025,932.62 activities II. Cash flow from operating activities Cash received from withdrawal of 1,818,825,190.40 0.00 investment Cash received from investment 7,758,321.48 0.00 income Net cash received from disposal of fixed assets, intangible assets and 0.00 35,170.00 other long-term assets Net cash received from disposal of subsidiaries and other business 0.00 0.00 units Other cash received concerning 0.00 0.00 investment activities Subtotal of cash inflow from 1,826,583,511.88 35,170.00 investment activities Cash paid for purchase and construction of fixed assets, 4,821,647.95 11,542,580.52 intangible assets and other long-term assets Cash paid for investment 1,831,560,000.00 0.00 Net increase of mortgage loans 0.00 0.00 Net cash paid for acquisition of subsidiaries and other operating 0.00 0.00 units Other cash paid concerning 0.00 0.00 operating activities Subtotal of cash outflow for 1,836,381,647.95 11,542,580.52 investment activities Net cash flow arising from -9,798,136.07 -11,507,410.52 investment activities III. Cash flow from financing activities: Cash received from attraction of 0.00 14,700,000.00 investment Including: cash received by subsidiaries from investment of 0.00 14,700,000.00 minority shareholders Cash received from obtainment of 0.00 0.00 loans Cash received from issuance of 0.00 0.00 bonds Other cash received concerning 0.00 0.00 financing activities 70 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Amount of the current period Amount of the previous period Subtotal of cash inflow from 0.00 14,700,000.00 financing activities Cash paid for repayment of debts 0.00 0.00 Cash paid for distribution of dividends and profit or repayment of 4,699,115.60 3,898,369.30 interest Including: Dividends and profit paid by subsidiaries to minority 0.00 0.00 shareholders Other cash paid concerning 0.00 0.00 financing activities Subtotal of cash outflow for 4,699,115.60 3,898,369.30 financing activities Net cash flow arising from financing -4,699,115.60 10,801,630.70 activities IV. Influence of exchange rate fluctuation on cash and cash 333.94 4,568.72 equivalents V. Net Increase of cash and cash -65,272,677.31 22,324,721.52 equivalents Plus: period-beginning balance of 644,439,198.78 572,818,178.75 cash and cash equivalents VI. Period-end balance of cash and 579,166,521.47 595,142,900.27 cash equivalents 6. Cash flow statement of the parent company Unit: Yuan Item Amount of the current period Amount of the previous period I. Cash flow from operating activities Cash received from selling of goods and 60,161,879.30 55,525,539.64 provision of service Tax refunds 0.00 0.00 Other cash received concerning 98,379,336.24 104,436,013.22 operating activities Subtotal of cash inflow from operating 158,541,215.54 159,961,552.86 activities Cash paid for purchase of commodities 15,970,471.14 10,981,611.88 and acceptance of labor services Cash paid to and on behalf of employees 16,349,616.67 11,753,204.52 Taxes paid 70,896,122.48 51,111,659.38 Other cash paid concerning operating 43,901,282.67 64,855,215.91 activities Subtotal of cash outflow for operating 147,117,492.96 138,701,691.69 activities 71 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Amount of the current period Amount of the previous period Net cash flow arising from operating 11,423,722.58 21,259,861.17 activities II. Cash flow from operating activities Cash received from withdrawal of 551,365,190.40 0.00 investment Cash received from investment income 8,341,179.76 9,565,072.00 Net cash received from disposal of fixed assets, intangible assets and other 0.00 0.00 long-term assets Net cash received from disposal of 0.00 0.00 subsidiaries and other business units Other cash received concerning 0.00 0.00 investment activities Subtotal of cash inflow from investment 559,706,370.16 9,565,072.00 activities Cash paid for purchase and construction of fixed assets, intangible assets and 693,104.00 61,149.00 other long-term assets Cash paid for investment 623,960,000.00 35,300,000.00 Net cash paid for acquisition of 0.00 0.00 subsidiaries and other operating units Other cash paid concerning operating 0.00 0.00 activities Subtotal of cash outflow for investment 624,653,104.00 35,361,149.00 activities Net cash flow arising from investment -64,946,733.84 -25,796,077.00 activities III. Cash flow from financing activities: Cash received from attraction of 0.00 0.00 investment Cash received from obtainment of loans 0.00 0.00 Cash received from issuance of bonds Other cash received concerning 0.00 0.00 financing activities Subtotal of cash inflow from financing 0.00 0.00 activities Cash paid for repayment of debts 0.00 0.00 Cash paid for distribution of dividends 0.00 33,600.00 and profit or repayment of interest Other cash paid concerning financing 0.00 0.00 activities Subtotal of cash outflow for financing 0.00 33,600.00 activities Net cash flow arising from financing 0.00 -33,600.00 activities 72 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Amount of the current period Amount of the previous period IV. Influence of exchange rate fluctuation 333.94 0.00 on cash and cash equivalents V. Net Increase of cash and cash -53,522,677.32 -4,569,815.83 equivalents Plus: period-beginning balance of cash 510,486,998.56 451,763,240.33 and cash equivalents VI. Period-end balance of cash and cash 456,964,321.24 447,193,424.50 equivalents 73 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 7. Consolidated statement on changes of owners' equity Amount of the current period Unit: Yuan Amount of the current period Owners' equity attributable to the parent company Item Minority Paid-up Capital Less: Surplus Total owners' Special General risk shareholders' capital (or public treasury public Retained profits Others equity reserve provision equity share capital) reserve shares reserve I. Ending balance of the previous year Plus: change due to alteration of accounting policies Correction of errors of the previous period Others 102,91 II. Beginning balance of the 784,799,010. 406,990,45 1,322,360,686.5 2,835.6 -142,006,368.05 169,664,755.97 current year 00 2.97 6 7 III. Increase and decrease of the current period (Decrease is 47,271.21 31,621,212.01 366,755.75 32,035,238.97 marked with "-") (I) Net profits 31,621,212.01 6,297,418.14 37,918,630.15 (II) Other comprehensive 47,271.21 23,727.90 70,999.11 incomes Subtotal of the above-mentioned 47,271.21 31,621,212.01 6,321,146.04 37,989,629.26 items (I) and (II) (III) Capital invested or 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased by owners 74 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount of the current period Owners' equity attributable to the parent company Item Minority Paid-up Capital Less: Surplus Total owners' Special General risk shareholders' capital (or public treasury public Retained profits Others equity reserve provision equity share capital) reserve shares reserve 1. Capital invested by owners 2. Amount of share-based payment recorded into owners' equity 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5,954,390.29 5,954,390.29 1. Accrual of surplus public reserve 2. Accrual of general risk provision 3. Amount distributed to owners 5,954,390.29 5,954,390.29 (or shareholders) 4. Others (V). Internal carrying forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1. Capital public reserve transferred to increase capital (or share capital) 2. Surplus public reserve transferred to increase capital (or share capital) 3. Surplus public reserve compensating losses 4. Others 75 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount of the current period Owners' equity attributable to the parent company Item Minority Paid-up Capital Less: Surplus Total owners' Special General risk shareholders' capital (or public treasury public Retained profits Others equity reserve provision equity share capital) reserve shares reserve (VI) Special reserve 0.00 1. Accrual of the current period 2. Amount utilized in the current period (VII) Others 102,91 IV. Ending balance of the current 784,799,010. 407,037,72 1,354,395,925.5 2,835.6 170,031,511.72 period 00 4.18 3 7 76 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount of the previous year Unit: Yuan Amount of the previous year Owners' equity attributable to the parent company Item Minority Less: General shareholders' Total owners' equity Paid-up capital Capital public Special Surplus public treasury risk Retained profits Others equity (or share capital) reserve reserve reserve shares provision I. Ending balance of the previous year Plus: retroactive adjustment due to the merger of enterprises under the control of a same entity Plus: change due to alteration of accounting policies Correction of errors of the previous period Others II. Beginning balance of the current 784,799,010.00 407,684,719.56 102,912,835.67 -211,002,081.30 -411,391.17 89,603,113.32 1,173,586,206.08 year III. Increase and decrease of the current period (Decrease is marked -694,266.59 68,995,713.25 411,391.17 80,061,642.65 148,774,480.48 with "-") (I) Net profits 68,995,713.25 -199,021.69 68,796,691.56 (II) Other comprehensive incomes -694,266.59 411,391.17 -57,764.30 -340,639.72 Subtotal of the above-mentioned -694,266.59 68,995,713.25 411,391.17 -256,785.99 68,456,051.84 items (I) and (II) (III) Capital invested or decreased 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 84,838,528.87 84,838,528.87 by owners 1. Capital invested by owners 85,170,000.00 85,170,000.00 2. Amount of share-based payment recorded into owners' equity 3. Others -331,471.13 -331,471.13 (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -4,520,100.23 -4,520,100.23 1. Accrual of surplus public reserve 2. Accrual of general risk provision 77 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount of the previous year Owners' equity attributable to the parent company Item Minority Less: General shareholders' Total owners' equity Paid-up capital Capital public Special Surplus public treasury risk Retained profits Others equity (or share capital) reserve reserve reserve shares provision 3. Amount distributed to owners (or -4,520,100.23 -4,520,100.23 shareholders) 4. Others (V) Internal carrying forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1. Capital public reserve transferred to increase capital (or share capital) 2. Surplus public reserve transferred to increase capital (or share capital) 3. Surplus public reserve compensating losses 4. Others (VI) Special reserve 1. Accrual of the current period 2. Amount utilized in the current period (VII) Others IV. Ending balance of the current 784,799,010.00 406,990,452.97 102,912,835.67 -142,006,368.05 169,664,755.97 1,322,360,686.56 period 78 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 8. Statement on changes of owners' equity of the parent company Amount of the current period Unit: Yuan Amount of the current period Item Paid-up capital Less: treasury Special Surplus public General risk Total owners' Capital public reserve Retained profits (or share capital) shares reserve reserve provision equity I. Ending balance of the previous year Plus: change due to alteration of accounting policies Correction of errors of the previous period Others II. Beginning balance of the 1,147,535,511.3 784,799,010.00 404,980,399.08 102,912,835.67 -145,156,733.44 current year 1 III. Increase and decrease of the current period (Decrease 30,883,821.29 30,883,821.29 is marked with "-") (I) Net profits 30,883,821.29 30,883,821.29 (II) Other comprehensive incomes Subtotal of the above-mentioned items (I) 30,883,821.29 30,883,821.29 and (II) (III) Capital invested or 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased by owners 1. Capital invested by owners 79 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount of the current period Item Paid-up capital Less: treasury Special Surplus public General risk Total owners' Capital public reserve Retained profits (or share capital) shares reserve reserve provision equity 2. Amount of share-based payment recorded into owners' equity 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Accrual of surplus public reserve 2. Accrual of general risk provision 3. Amount distributed to owners (or shareholders) 4. Others (V) Internal carrying forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1. Capital public reserve transferred to increase capital (or share capital) 2. Surplus public reserve transferred to increase capital (or share capital) 3. Surplus public reserve compensating losses 4. Others (VI) Special reserve 0.00 1. Accrual of the current period 80 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount of the current period Item Paid-up capital Less: treasury Special Surplus public General risk Total owners' Capital public reserve Retained profits (or share capital) shares reserve reserve provision equity 2. Amount utilized in the current period (VII) Others IV. Ending balance of the 1,178,419,332.6 784,799,010.00 404,980,399.08 102,912,835.67 current period 0 Amount of the previous year Unit: Yuan Amount of the previous year Item General Paid-up capital (or Capital public Less: treasury Special Surplus public risk Retained profits Total owners' equity share capital) reserve shares reserve reserve provision I. Ending balance of the previous year Plus: change due to alteration of accounting policies Correction of errors of the previous period Others II. Beginning balance of the 784,799,010.00 404,980,399.08 102,912,835.67 -237,989,519.02 1,054,702,725.73 current year III. Increase and decrease of 92,832,785.58 92,832,785.58 the current period (Decrease 81 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount of the previous year Item General Paid-up capital (or Capital public Less: treasury Special Surplus public risk Retained profits Total owners' equity share capital) reserve shares reserve reserve provision is marked with "-") (I) Net profits 92,832,785.58 92,832,785.58 (II) Other comprehensive incomes Subtotal of the above-mentioned items (I) and 92,832,785.58 92,832,785.58 (II) (III) Capital invested or 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased by owners 1. Capital invested by owners 2. Amount of share-based payment recorded into owners' equity 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Accrual of surplus public reserve 2. Accrual of general risk provision 3. Amount distributed to owners (or shareholders) 82 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount of the previous year Item General Paid-up capital (or Capital public Less: treasury Special Surplus public risk Retained profits Total owners' equity share capital) reserve shares reserve reserve provision 4. Others (V) Internal carrying forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1. Capital public reserve transferred to increase capital (or share capital) 2. Surplus public reserve transferred to increase capital (or share capital) 3. Surplus public reserve compensating losses 4. Others (VI) Special reserve 1. Accrual of the current period 2. Amount utilized in the current period (VII) Others IV. Ending balance of the 784,799,010.00 404,980,399.08 102,912,835.67 -145,156,733.44 1,147,535,511.31 current period 83 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (III) Basic Information About the Company Shenzhen SEG Co., Ltd. (hereinafter referred to as the "Company" or "the Company") was incorporated on July 16th, 1996 through public offering with Shenzhen SEG Group Co., Ltd. as the sole initiator upon the approval of relevant authorities of Shenzhen Municipality and the State in accordance with relevant provisions in the Company Law of the People’s Republic of China. The Company received a Business License for Enterprise Legal Person (Shen Si Zi No. N16886) with a registration number of 440301103573251. And upon the approval of the securities authorities of Shenzhen Municipality and the State, the Company’s B shares and A shares started to be listed and traded on Shenzhen Stock Exchange respectively in July and December, 1996. On June 7th, 2006, a resolution was adopted at the general meeting of shareholders on the share merger reform of the Company. According to the plan on the fixed conversion of capital public reserve into capital shares, the Company distributed such converted and increased capital share to the shareholders of tradable A shares. Such shareholders obtained 4.6445 shares of converted and increased capital share for each 10 shares, which totaled 40,233,322 converted and increased capital shares. As a result, relevant non-tradable A shares were also authorized to be listed and traded. Among the converted and increased capital share obtained by the shareholders of tradable A shares, 6,997,054 shares were received due to the company's share capital expansion and the rest 33,236,268 shares were the consideration paid to the shareholders of tradable A shares by shareholders of non-tradable A shares under fixed arrangements. As of December 31, 2011, the total capital share of the company had amounted to 784,799,010 shares, including 35,464 restricted shares and 784,763,546 unrestricted shares. Business Scope: domestic commerce, goods supply and sale (excluding commodities under special operation, control and sale), engaging in other industries as may be applied for with specific projects, economic information consultancy, property lease, estate agency and operation of SEG electronic markets (licenses for the markets shall be separately applied for). Location of Registration: 31/F, Tower A, The Stars Plaza, Huaqiang Road (N), Futian District, Shenzhen (IV) The Company's Main Accounting Policies, Accounting Estimates and Correction of Previous Errors 1. Basis for preparation of the financial statements The Company conducts confirmation and measurement on the basis of the continuous operation principle, according to the transactions and matters that have actually occurred and in accordance with the Accounting Standard for Business Enterprises - Basic Standard and other provisions in the Accounting Standard for Business Enterprises and prepares the financial statements on such basis. 2. Statement on compliance with ASBE The financial statements prepared by the Company comply with the requirements of the Accounting Standard for Business Enterprises and truthfully and completely reflect relevant information on the financial position, operating results, and cash flows of the Company. 3. Accounting period A fiscal year lasts from January 1st to December 31st of the Gregorian Calendar. 4. Recording currency Renminbi is the recording currency of the financial statements of the Company. Recording currency of overseas subsidiaries: The currency of the main economic environment where an overseas subsidiary operates is the recording currency of the subsidiary, which is translated into Renminbi when the financial statements are prepared. 84 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 5. Accounting treatment method for the merger of the enterprises under the control of a same entity and those not under the control of a same entity (1) Merger of the enterprises under the control of a same entity The assets and liabilities acquired by the Company in the merger are calculated according to the book value of the merged party on the date of merger. The capital public reserve is adjusted according to the difference between the book value of net assets acquired in the merger and that of the consideration of the merger (or the total book value of issued shares). The retained earnings are adjusted if the capital public reserve is not sufficient for writing off. The various direct expenses paid by the Company for the merger, including the auditing fee, evaluation fee, and legal service fee for the merger, are recorded into current gains and losses at the time when the fees occur. The service fee and commissions related to issuance of equity securities during the merger are set off against premium income of equity securities. The retained earnings are offset if the premium income is not sufficient for offsetting. When the accounting policies of the merged parties are not consistent with those of the Company, the Company makes adjustments in accordance with its own accounting policies on the date of merger and then confirms in accordance with the Accounting Standard for Business Enterprises. (2) Merger of the enterprises not under the control of a same entity The assets paid and the liabilities incurred or assumed by the Company as the consideration on the date of merger are calculated according to fair value. The difference between the fair value and its book value is recorded into current gains and losses. The various direct expenses paid by the Company for the merger, including the auditing fee, evaluation fee, and legal service fee for the merger, are recorded into current gains and losses at the time when the fees occur. The Company allocates the consolidated cost on the acquisition date. When the merger cost is more than the fair value of the recognizable net assets of the purchased party, the difference is confirmed by the Company as goodwill. When the merger cost is less than the fair value of the recognizable net assets of the purchased party, the difference is dealt with in accordance with the provisions as follows: 1. Review the fair value of the recognizable assets, the liabilities and the contingent liabilities and the merger cost; 2. When the merger cost is indeed less than the fair value of the recognizable net assets of the purchased party after review, the difference is recorded into current gains and losses. For other assets of the purchased party (not limited to the already confirmed assets of the purchased party) acquired in the merger, except intangible assets, if economic interests generated from the assets are likely to flow into the Company and the fair value of the interests can be measured reliably, the interests are separately confirmed and measured according to their fair value. The intangible assets whose fair value can be measured reliably are separately confirmed as intangible assets and measured according to their fair value. For other liabilities of the purchased party acquired in the merger, except contingent liabilities, if economic interests are likely to flow out of the Company because of relevant obligations conducted and the fair value of the interests can be measured reliably, the interests are separately confirmed and measured according to the fair value. The contingent liabilities of the purchased party acquired in the merger, whose fair value can be measured reliably, are confirmed as liabilities and measured according to their fair value. 6. Preparation method of the consolidated financial statements (1) Preparation method of the consolidated financial statements The scope of the consolidated financial statements of the Company is determined based on share-holding status, and all subsidiaries are covered. The accounting policies and accounting period adopted by all the subsidiaries included in the consolidation scope should be consistent with those of the Company. Otherwise, the Company makes necessary adjustments according to its own accounting policies and accounting period when preparing the consolidated financial statements. The consolidated financial statements are prepared by the Company based on individual financial statements of the Company and its subsidiaries as well as other relevant materials after the long-term equity investment in the subsidiaries have been adjusted by the equity method. 85 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. During the consolidation, the influence on the consolidated balance sheet, the consolidated profit statement, the consolidated cash flow statement and the consolidated statement on changes of owner’s equity, by internal transactions between the Company and its subsidiaries and among the subsidiaries, is offset. When the current losses undertaken by the minority shareholders of a subsidiary are more than the proportion enjoyed by the minority shareholders in the owners' equity of the subsidiary at the period beginning, the difference should still be offset against the equity of the minority shareholders. The period-beginning amount of the consolidated balance sheet is adjusted if a subsidiary is increased in the report period through the merger of enterprises under the control of a same entity. The income, expenses and profits of the subsidiary from the beginning of the current period when it was merged to the end of the report period are included in the consolidated profit statement. The cash flow of the subsidiary from the beginning of the current period when it was merged to the end of the report period is included in the consolidated cash flow statement. The period-beginning amount of the consolidated balance sheet is not adjusted if a subsidiary is increased in the report period through the merger of enterprises not under the control of a same entity. The income, expenses and profits of the subsidiary from the acquisition date to the end of the report period are included in the consolidated profit statement. The cash flow of the subsidiary from the acquisition date to the end of the report period is included in the consolidated cash flow statement. If the Company disposes a subsidiary in the report period, the income, expenses and profits of the subsidiary from the period beginning to the disposal date are included in the consolidated profit statement and the cash flow of the subsidiary in the same period is included in the consolidated cash flow statement. (2) For buying/selling and then selling/buying the equities of the same subsidiary in two consecutive accounting years, relevant accounting treatment methods should be disclosed. 7. Standards for determination of cash and cash equivalents In the preparation of the cash flow statement, the cash on hand and the bank deposits available for payment at any time, owned by the Company, are confirmed as cash. The investments that meet the four conditions of shorter term (to be mature within 3 months from the purchasing date), strong liquidity, easiness in being converted into known cash, very small risk of value fluctuation are confirmed as cash equivalents. 8. Foreign currency businesses and translation of the financial statements in foreign currency (1) Foreign currency businesses Foreign currency businesses are recorded into accounts after relevant amounts are translated into RMB according to the current exchange rate on the transaction date as the exchange rate for translation. The balance of the monetary items in foreign currency is translated according to the current exchange rate on the balance sheet date while the translation difference caused is all recorded into current gains and losses, except the difference from the special foreign currency loans related to the assets whose purchase and construction meet the conditions for capitalization, which are dealt with according to the principles for capitalization of loan expenses. The non-monetary items in foreign currency measured by the historical cost method are translated according to the current exchange rate on the transaction date and the amount in the recording currency is not changed. The non-monetary items in foreign currency measured by fair value are translated according to the current exchange rate on the confirmation date of the fair value while the translation difference caused is recorded into current gains and losses or into capital public reserve. (2) Translation of the financial statements in foreign currency The assets and liabilities items in the balance sheet are translated according to the current exchange rate on the balance sheet date. The owners’ equity items other than "retained profits" should be translated according to the current exchange rate at the time when incurred. The income and expense items in the profit statement are translated according to the current exchange rate on the transaction date. The translation difference in the financial statements in foreign currency caused by the above-mentioned methods is listed separately under the owner’s equity items in the balance sheet. When an overseas operation is disposed, the translation difference in the financial statements in foreign currency related to the overseas operation, which is listed under the owner’s equity items in the balance sheet, is transferred from the 86 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. owner’s equity items to current gains and losses of the period when the disposal is carried out. When an overseas operation is partly disposed, the translation difference is calculated according to the proportion of the disposal, which is transferred to current gains and losses of the period when the disposal is carried out. 9. Financial instruments Financial instruments include financial assets, financial liabilities and equity instruments. (1) Classification of financial instruments According to the purposes of the acquisition and holding of financial assets and the assumption of financial debts, the management classifies them as follows: financial assets and liabilities measured according to the fair value whose changes are recorded into current gains and losses, including trading monetary assets or liabilities and the financial assets or liabilities (and those that can be directly assigned as financial assets or liabilities measured according to fair value and whose changes are recorded into current gains and losses), held-to-maturity investment, loans and accounts receivable, financial assets available for sale, and other financial liabilities. (2) Confirmation basis for and measurement method of financial instruments (1) Financial assets (liabilities) measured by fair value and with changes included in the current gains and losses The fair value (with the cash dividends declared but not yet distributed or the bond dividends not yet received with the interest payment period expired deducted) is taken as the initial confirmed amount at the time of acquisition. Relevant transaction expenses are recorded into current gains and losses. The interests and cash dividends obtained during the time of holding are confirmed as investment income. At the time of disposal, the difference between the fair value and the initial recorded amount in the account is confirmed as investment income and the gains and losses from changes of fair value are adjusted at the same time. (2) Held-to-maturity investment At the time of acquisition the sum of the fair value (with the bond interests deducted, which are not yet received with the term of interest payment expired) and relevant transaction expenses are taken as the initial confirmed amount. During the period of share-holding, the interest income is calculated and confirmed in accordance with the amortized and the actual interest rate, which is recorded into the investment income. The actual interest rate is determined at the time of acquisition and remains unchanged within the anticipated existence period or a shorter period applicable. At the time of disposal, the difference between the price of acquisition and the book value of such investment is recorded into investment income. (3) Accounts receivable For the accounts receivable formed from the commodities sold or labor services provided by the Company and those of other enterprises held by the Company other than the priced debt tools in the active market, including accounts receivable, notes receivable, advances, other accounts receivable, long-term accounts receivable, the price money in contracts or agreements of the purchaser is taken as the initial confirmed amount. For those of a financing nature, the current value is taken as the initial confirmed amount. At the time of collection or disposal, the difference between the price of acquisition and the book value of such accounts receivable are recorded into current gains and losses. (4) Finance assets available for sales The sum of the fair value (with the cash dividends declared but not yet distributed or the bond dividends not yet received with the interest payment period expired deducted) and relevant transaction expenses are taken as the initial confirmed amount at the time of obtainment. The interests or cash dividends obtained during the time of holding are confirmed as investment income. Such assets are measured according to the fair value at the end of the period and the changes of fair value are recorded into capital public reserve (other capital public reserve). At the time of disposal, the difference between the price of acquisition and the book value of such financial assets is recorded into investment gains and losses. At the same time, the amount of the disposed part of the assets originally recorded in the accumulative amount of the changes in the fair value of owners’ equity is transferred and recorded into investment gains and losses. 87 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (5) Other financial liabilities The sum of the fair value of such assets and relevant transaction expenses is taken as the initial confirmed amount. The amortized cost is adopted in the subsequent measurement. (3) Confirmation basis for and measurement method of financial assets transfer In the case of the transfer of the financial assets of the Company, if almost all the risks and returns in the ownership rights of the financial assets are transferred to the assignee, the confirmation of such financial assets is terminated, and if almost all the risks and returns in the ownership rights of such financial assets are retained, the confirmation of such financial assets is not terminated. In the judgment whether a financial asset transfer meets the above conditions for termination of its confirmation, the principle of attaching more importance to substance than form is adopted. The Company divides financial assets transfer into the complete and the partial transfer. Where the complete transfer of financial assets meets the conditions for termination of confirmation, the difference of the following two amounts is recorded into current gains and losses. (1) The book value of the transferred financial assets; (2) The sum of the consideration received due to transfer and the accumulated amount of the changes in fair value originally recorded in owners’ equity (involving the situation when the transferred financial assets are the financial assets available for sale). If the partial transfer of financial assets meets conditions for termination of confirmation, the part with its confirmation terminated and that with its confirmation not terminated, among the book value of all the transferred financial assets, are apportioned separately according to their relevant fair value while the difference between the following two amounts is recorded into current gains and losses. (1) Book value of the part with its confirmation terminated; (2) The sum of the consideration of the part with its confirmation terminated and the part of the accumulated amount of the changes in fair value originally recorded in owners’ equity corresponding to the part with its confirmation terminated (involving the situation when the transferred financial assets are the financial assets available for sale). Where the financial assets transfer does not meet the conditions for termination of confirmation, the confirmation of such financial assets is continued. The received consideration is confirmed as a financial liability. (4) Conditions for the termination of the confirmation of financial liabilities If all or a part of current obligations of a financial liability are discharged, the confirmation of the financial liability or part of it is terminated. If the Company signs an agreement with the creditor to substitute an existing financial liability by assuming a new financial liability and the contract terms for the new liability and the existing one are not consistent, the confirmation of the existing financial liability is terminated and the new financial liability is confirmed in the meantime. If material alteration has been made to all or a part of contract terms of the existing financial liability, the confirmation of the existing liability or part of it is terminated and, in the meantime, the liability after the alteration is made is confirmed as a new financial liability. If the confirmation of all or a part of a financial liability is terminated, the difference between the book value of the liability with its confirmation terminated and the consideration (including non-cash assets transferred or the new liability assumed) is recorded into current gains and losses. If the Company repurchases a part of a financial liability, the total book value of the liability is allocated on the purchasing date according to the respective relative fair value of the part with its confirmation continued and that with its confirmation terminated. The difference between the book value allocated to the part with its confirmation terminated and the consideration (including non-cash assets or the new liability assumed) is recorded into current gains and losses. (5) Methods for the determination of the fair value of financial assets and liabilities For the financial assets and financial liabilities that exist in the active market, the Company determines their fair value based on the quotation in the active market. For those that do not exist in the active market, the Company determines their fair value by valuation techniques, such as referring to the prices applied in recent transactions which are conducted by well-informed and willing parties or the current fair value of other financial instruments of the same nature, or adopting the discounted cash flow technique and the option pricing model. For those initially acquired or raw financial assets and financial liabilities, the Company determines their fair value based on the market price. 88 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (6) Accrual of impairment provision for financial assets (excluding accounts receivable) (1) Impairment provisions of financial assets available for sale: If the fair value of the financial assets available for sale sees a large decrease at the end of the period or it is anticipated that such decrease tendency is not provisional upon the comprehensive analysis of various relevant factors, then it can be determined that impairment occurred to such assets. All the accumulative losses formed from the decrease of the fair value originally and directly recorded into owners’ equity are transferred out and relevant impairment loss is confirmed. (2) Impairment provision of held-to-maturity investment The measurement of the impairment loss of held-to-maturity investments is carried out with reference to the method for the measurement of the impairment loss of accounts receivable. (7) For those undue held-to-maturity investments that are reclassified as financial assets available for sale, explanations regarding the changes in the purpose of holding and the ability to hold must be given 10. Confirmation basis and accrual methods for bad debt provision of accounts receivable Criteria for significant individual amount: Top five accounts receivable Accrual methods for the accounts receivable with a significant amount individually, for which bad debt provision is separately accrued are as follows: For the accounts receivable for which impairment tests show indications of impairment, the bad debt provision is accrued by confirming the impairment losses based on the difference between the current value of the future cash flow and its book value. For the accounts receivable and other receivables for which impairment tests show no indications of impairment, the bad debt provision is accrued by the aging analysis method taking the age as the feature of credit risks. (1) Bad debt provision for the accounts receivable with a significant amount individually Judging basis or standard for significant individual amount Top five accounts receivable Accounts receivable with a significant amount individually, for Have separate impairment tests which bad debt provision is separately accrued (2) Accounts receivable for which bad debt provision is accrued according to different combinations: Accrual methods of bad debt Name Determination basis for the combination provision based on combinations Accrual method determined according to the combination Combination 1 Aging analysis method based on credit risk characteristics Aging analysis method Accounts receivable in the combination, for which the bad debt provision is accrued by the aging analysis method: √ Applicable □ Not applicable Accrual proportion of accounts Accrual proportion of other accounts receivable Age receivable (%) (%) Within one year (including one year) 1-2 years 5% 5% 2-3 years 10% 10% Over 3 years 20% 20% 89 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Accrual proportion of accounts Accrual proportion of other accounts receivable Age receivable (%) (%) 3-4 years 4-5 years Over 5 years Accounts receivable in the combination, for which bad debt provision is accrued by the balance percentage analysis method: □ Applicable □ Not applicable Accounts receivable in the combination, for which bad debt provision is accrued by other methods: □ Applicable □ Not applicable (3) Accounts receivable with an insignificant amount individually, for which bad debt provision is separately accrued: Reasons for separately accruing the bad debt provision: The accounts receivable with an insignificant amount individually have big risk in recovery, so bad debt provision was accrued by the specific identification method. The difference between the current value of the estimated future cash flow and its book value, if the former is less than the latter, is accrued as bad debt provision and recorded into current gains and losses. Accrual methods for bad debt provision: 11.Inventory (1) Classification of inventory Inventory is classified as follows: goods en route, raw materials, circulating materials, in-stock goods, goods in process, delivered goods and consigned processing materials. (2) Pricing method of delivered inventory □ The first-in first-out method □ the weighted average method □ the specific identification method □ others The pricing of the inventory is made according to the weighted average method at the time of delivery. (3) Determination basis for the net realizable value of inventory and accrual method of inventory decline provision After a complete counting and examination of the inventory at the end of the year, the inventory decline provision is accrued or adjusted according to the lower between the inventory cost and the net realizable value. The net realizable value of the goods inventory directly for sale such as finished products, goods and materials for sale is determined in regular production and operation according to the amount of the estimated sale price of such inventory minus estimated sale expenses and relevant taxes. That of the material inventory to be processed is determined in regular production and operation according to the estimated sale price of the finished products produced minus estimated sale expenses and relevant taxes. That of the inventory held for the performance of sale or service contracts is calculated on the basis of the contract price. Where the quantity of the inventory is more than the quantity ordered in the sale contract, the net realizable value of the surplus of such inventory is calculated on the basis of the general sale price. At the end of the year, the inventory decline provision is accrued according to individual inventory items. However, that of the inventory of a large quantity and a low unit price is accrued according to the types of the inventory. For the inventory involving the product series produced and sold in the same region, having identical or similar final use or purpose, and being difficult to be separated from other items for measurement, relevant inventory decline provision is accrued in a combined manner. 90 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Where the factors previously causing the recording of the reduction of inventory value stop to exist, the reduced amount is restored and transferred back from the amount of the originally accrued inventory decline provision. The transferred amount is recorded into current gains and losses. (4) Inventory taking system □ The perpetual inventory system □ the periodic inventory system □ others The perpetual inventory method is adopted in the stock inventory. (5) Amortization method of low value consumables and packaging materials Low-cost consumables Amortization method: one-off amortization Packaging materials Amortization method: one-off amortization 12. Long-term equity investment (1) Determination of the initial investment cost (1) Long-term equity investment formed from enterprise merger In the merger of the enterprises under the control of a same entity, if the Company pays cash, transfers non-monetary assets or bears debts, and issues equity securities as the consideration of the merger, the book value of the shares of the owners’ equity obtained from the merged party on the merger date is taken as the initial investment cost of the long-term equity investment. The capital public reserve is adjusted for the difference between the initial investment cost of the long-term equity investment and the consideration and retained profits are adjusted if the capital public reserve is not sufficient for off-setting. All direct relevant expenses during the merger, including the auditing fee, evaluation fee and legal fee for the merger, are recorded into current gains and losses at the time when the fees occur. If there is a consolidated financial statement of the merged party, the initial investment cost of the long-term equity investment is determined based on the owner's equity of the merged party's consolidated financial statement on the merger date. In the merger of the enterprises not under the control of a same entity, the cost for the merger is the fair value of the assets paid and the liabilities incurred or assumed as well as the equity securities issued by the purchasing party for the acquisition of the control of the purchased party. All direct relevant expenses for the merger, including agency fees like auditing fee, evaluation fee and legal fee and relevant management fee, are recorded into current gains and losses at the time when the fees occur. The transaction costs for the equity securities or debt securities issued as the purchase price are recorded into the initial confirmed amount. Where the Company realizes the merger of the enterprises not under the control of a same entity in steps through several transactions, it shall perform relevant accounting treatments separately for single financial statements and the consolidated financial statement: In single financial statements, the initial investment cost of the investment shall be recognized at the sum of the book value of the equity investment held by the acquired party before the acquisition date and the increased investment cost on the acquisition date. If the equity held by the acquired party before the acquisition date involves other comprehensive revenues, the other comprehensive revenues related thereto (e.g. the proportion in the change of fair value of financial asset available for sale; the same also applies below) shall be transferred into the return on investment of the current period during the disposal of such investment. In the consolidated financial statement, the equity held by the acquired party before the acquisition date shall be re-measured at the fair value of the equity on the acquisition date, and the difference between the fair value and its book value shall be recorded into the return on investment of the current period. If the equity held by the acquired party before the acquisition date involves other comprehensive revenues, the other comprehensive revenues related thereto shall be transferred into the return on investment of the current period to which the acquisition date belongs. If future items likely to influence the merger cost, for which a relevant agreement has been reached, are estimated very possible to occur on the acquisition date and the amount of their influence on the merger cost can be measured reliably, these future items are also recorded into the cost for the merger. 91 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (2) Long-term equity investment obtained from other ways The purchase price money actually paid is taken as the initial investment cost of the long-term equity investment obtained by cash. The fair value of the issued equity securities is taken as the initial investment cost of the long-term equity investment obtained from the issuance of equity securities. The value agreed in investment contracts or agreements (with the cash dividends declared but not yet distributed or profits deducted) of the long-term equity investment given by the investors is taken as the initial investment cost, unless the value agreed in investment contracts or agreements is not the fair value. Under the premises that the non-monetary assets exchange is of commercial nature and that the fair value of the assets received and given out in the exchange can be measured reliably, the initial investment cost of the long-term equity investment received in non-monetary assets exchange is determined on the basis of the fair value of the assets given out, unless there are definite evidences that the fair value of the received assets is more reliable. For the non-monetary assets exchange that do not meet the above premises, the book value of the received assets and relevant taxes payable is taken as the cost of the long-term equity investment. The initial investment cost of the long-term equity investment obtained through debt restructuring is determined according to its fair value. (2) Subsequent measurement and confirmation of gains and losses (1) Subsequent measurement The accounting of the long-term equity investment of the Company into the subsidiaries is done according to the cost method. Such investment is adjusted according to the equity method in the preparation of the consolidated financial statements. The accounting of the long-term equity investment that does not involve the joint control over or significant influence on the invested units, that does not have quoted prices in the active market, and whose fair value cannot be reliably measured is done according to the cost method. The accounting of the long-term equity investment that involves the joint control over or significant influence on the invested units is done according to the equity method. When the Company can exercise significant influence on or joint control over the invested units, if the initial investment cost is larger than the investment, the Company should enjoy the difference with the due share of the fair value of the discernible net assets of the invested units and the initial investment cost of the long-term equity investment should not be adjusted, if the initial investment cost is smaller than the investment, the Company should enjoy the difference with the due share of the fair value of the discernible net assets of the invested units and such difference is recorded into current gains and losses In the accounting treatment of the changes in owners' equity other than net gains and losses of the invested units, the book value of the long-term equity investment is adjusted and the capital public reserve (other capital public reserve) added or decreased with respect to the part of the changes in owners’ equity other than net gains and losses of the invested units that the Company should enjoy or bear according to the proportion of shareholding under the circumstance that the proportions of shareholding remain unchanged. Where the invested entity can provide the consolidated financial statements during the period of holding the investments, the accounting shall be carried out based on the consolidated financial statements, net profits and other investment changes. (2) Confirmation of gains and losses Under the cost method, the Company confirms investment income according to the cash dividends or profits enjoyed by the Company, for which the invested unit declares to distribute, except the actual amount paid when investment is acquired and cash dividends and profits included in the consideration and declared but yet to be distributed. Under the equity method, when the investing enterprise recognizes that it could enjoy the invested entity’s net profits or net losses, it shall confirm the net profits of the invested entity after adjustment based on the fair value of various identifiable assets of the invested entity when obtaining the investment. For the profits and losses in the internal transactions between the investing enterprise and joint operation enterprises or joint ventures, the proportion attributable to the investing enterprise shall be calculated at the shareholding proportion, and shall be offset. The returns or losses on investment shall be confirmed on this basis. When Company confirms the losses it should share with the invested entity, it shall conduct it in the following order: First, offset the book value of long-term equity 92 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. investments. Second, if the book value of the long-term equity investment is not sufficient for the offsetting, the investment loss should continue to be confirmed within the limit of the book value of other long-term equity that practically constitutes net investments into the invested unit and the book values of long-term accounts receivable and others are offset. Finally, if the enterprise still bears additional obligations as agreed in the investment contract or agreement after the above processing, liabilities are confirmed according to the anticipated obligations to be borne and recorded into current investment loss. Where the invested units realize profits in the later periods, the Company should make accounting treatment in the reversed sequence against the above after deducting the shared loss not yet confirmed, reduce the book balance of the confirmed anticipated liabilities, restore other long-term equity that practically constitutes net investments into the invested units and the book value of the long-term equity investment, and confirm investment income at the same time. (3) Basis for determining that the invested units are under common control or have significant influence If the common control over a certain economic activity as agreed in a contract exists only with the unanimous agreement of the investors who need to share the controlling powers in the important financial and operation decisions related to such economic activity, such investors are deemed as exercising joint control with other parities over the invested unit. If an investor has the power to participate in the decision making of the financial and operation matters of an enterprise but cannot control or jointly control with other parties the formation of such policies, then such investor is deemed as being able to exercise significant influence over the invested units. (4) Impairment test method and accrual method of impairment provision For the long-term equity investment that does not have price quotations in the active market, whose fair value cannot be reliably measured, and the accounting of which is conducted with cost method, its impairment loss is determined by the difference between its book value and the current value determined through discounting the future cash flow according to the current market return rate of similar financial assets For other long-term equity investments with impairment except the goodwill formed due to enterprise mergers, if measurement results of recoverable amount of a long-term equity investment indicate that such recoverable amount is lower than the book value of the investment, the difference between the two is confirmed as impairment loss. As for any long-term equity investment accounted by the cost method, after the return on investment is confirmed since the invested entity declares to distribute cash dividends or profits, it is necessary to consider whether impairment occurs to the long-term equity investment. An impairment test is carried out to the goodwill formed due to enterprise mergers whether the goodwill faces impairment or not. Once the impairment loss of long term equity investment is confirmed, such loss will not be transferred back. 13. Investment properties Investment property refers to the property held for earning rental or increasing the value of capital, including the right to use of the rented land, the right to use of the land held for transfer after the value increases, and the rented building. The investment property presently held by the Company is measured in a cost mode. For investment properties, the depreciation policy for buildings for rent measured according to the cost mode is the same as that for the fixed assets of the Company and the amortization policy for the use right of land for rent is the same as that for intangible assets. For investment properties facing impairment, the Company evaluates their recoverable amount and confirms relevant impairment loss if the recoverable amount is less than the book value. Once the impairment loss of investment property is confirmed, such loss will not be transferred back. 14. Fixed assets (1) Conditions on confirmation of fixed assets Fixed assets refer to the tangible assets held for the purpose of the manufacturing of commodities, provision of labor services, lease or operation and management with a term of use exceeding one year. The confirmation of fixed assets can be made only when all the following conditions are satisfied: 93 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (1) Where the economic interests related to such fixed assets are likely to flow into the company; (2) Where the cost of such fixed assets can be measured reliably. (2) Confirmation basis and pricing method for fixed assets obtained by financing lease (3) Depreciation methods of various fixed assets The fixed assets depreciation is accrued according to the straight line method and the depreciation rate is determined according to the type of fixed assets, anticipated service life and anticipated net residual value rate. For the fixed assets leased by financing lease, if it can be reasonably determined that the ownership right of the leased assets will be obtained upon the expiration of the lease term, depreciation is accrued within the remaining service life of the leased assets; and if it cannot be reasonably so determined, depreciation is accrued during the shorter one of the lease term and the remaining service life of the leased assets. Category Depreciation period (year) Residual value rate (%) Annual depreciation rate Houses and buildings 20-40 5 4.75-2.375 Machinery equipment 5-10 5 19.00-9.50 Electronic equipment 5-10 5 19.00-9.50 Transportation equipment 5-10 5 19.00-9.50 Other equipment 10 5 9.50 Fixed assets acquired by -- -- -- financing lease Including: houses and buildings Machinery equipment Electronic equipment Transportation equipment Other equipment (4) Impairment test method of fixed assets and accrual method of impairment provision The Company estimates at the end of every period whether there are indications of impairment on its fixed assets. Where there are indications of impairment on some assets, the recoverable amount of such assets is estimated. The recoverable amount may be determined according to the higher one of the net value of the fair value of the assets minus the disposal expenses and the current value of the anticipated future cash flow of the assets. Where the recoverable amount of the assets is lower than its book value, the book value of such assets may be reduced and recorded into the recoverable amount. The reduced amount is confirmed as assets impairment loss and recorded into gains and losses of the current period. At the same time, the corresponding assets impairment provision is accrued. After the confirmation of assets impairment loss, corresponding adjustments are made in the future periods on the depreciation or amortized expenses of the impaired assets so that the adjusted book value of such assets (with the anticipated net residual value deducted) can be amortized systematically within the remaining service life. Once the impairment loss of fixed assets is confirmed, the loss will not be transferred back in later accounting periods. 94 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Where there are indications of impairment on a certain fixed asset, the enterprise estimates the recoverable amount of the asset based on the individual asset. If it is hard for the enterprise to estimate the recoverable amount of the asset, the enterprise makes estimation based on the asset group to which the asset belongs. (5) Notes Confirmation basis and pricing method for fixed assets obtained by financing lease An asset is confirmed as a fixed asset obtained by financing lease if the lease agreement between the Company and the leasing party provides one of the following conditions: (1) The ownership of the leased asset belongs to the Company when the lease period expires; (2) The Company has an option to purchase the asset and the purchasing price is far lower than the fair value of the asset when the option right is used; (3) The lease period takes the most of the service life of the asset; (4) The current value of the minimum payment on leasing date does not differ greatly with the fair value of the asset; Between the fair value and the current value of the minimum payment of the leased asset, the lower is taken by the Company on leasing date as the recorded value in account and the difference as financing fee not confirmed. 15. Construction in progress (1) Type of construction in progress The accounting of construction in progress is made according to the classification of the projects determined in project initiation. (2) Standards and time points for the construction in progress to be carried forward to fixed assets For a construction in progress, all expenses during the construction till the desired usable status of the asset is reached are taken as the recorded value of the fixed asset. If a construction in progress has reached the desired usable status but has not conducted final accounting, it is transferred into fixed assets when it reaches the desired usable status, according to the estimated value based on project budget, construction cost or actual cost; in the meantime, depreciation is accrued according to the Company’s depreciation policies for fixed assets; when the final accounting is conducted the temporarily estimated value is adjusted according to the actual cost while the accrued depreciation amount is not adjusted. (3) Impairment test method of construction in progress and accrual method of impairment provision The Company estimates at the end of every period whether there are indications of impairment on construction in progress. Where there are indications of impairment on some assets, the recoverable amount of such assets is estimated. The recoverable amount may be determined according to the higher one of the net value of the fair value of the assets minus the disposal expenses and the current value of the anticipated future cash flow of the assets. Where the recoverable amount of the assets is lower than its book value, the book value of such assets may be reduced and recorded into the recoverable amount. The reduced amount is confirmed as assets impairment loss and recorded into current gains and losses. At the same time, the corresponding assets impairment provision is accrued. Once the impairment loss of a construction in progress is confirmed, it will not be transferred back in later accounting periods. Where there are indications of impairment on a construction in progress, the enterprise estimates the recoverable amount based on the individual construction. If it is hard for the enterprise to estimate the recoverable amount of the individual construction, the enterprise makes estimation based on the asset group to which the construction belongs. 16. Borrowing costs (1) Confirmation principle of borrowing costs capitalization Where the borrowing costs incurred by the Company is directly attributable to the purchase, building or production of the assets that meet the conditions of capitalization, such assets are capitalized and recorded into relevant assets cost. Other 95 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. borrowing costs are confirmed as expenses according to the incurred amount at the time of incurrence and recorded into current gains and losses. The assets that meet the conditions of capitalization refer to the assets such as fixed assets, investment property and inventory that can reach the anticipated usable or salable status only after a considerable time of purchase, building or production activities. The borrowing costs shall not be capitalized unless they meet all the following requirements: (1) The asset disbursements have already incurred, which shall include the cash, transferred non-cash assets or interest bearing debts paid for the acquisition and construction or production activities for preparing assets eligible for capitalization. (2) The borrowing costs have already incurred. (3) The construction or production activities necessary for putting the assets into a usable or salable status have already started. (2) Capitalization term of borrowing costs The capitalization term refers to the period between the start time point and the end time port of the capitalization of the borrowing costs, excluding the period in which the capitalization is suspended. Where the purchase, building or production of the assets that meet the conditions of capitalization has put such assets into the anticipated usable or salable status, the capitalization of the borrowing costs is stopped. Where part of the projects in the purchase, building or production of the assets that meet the conditions of capitalization have been completed and reached the anticipated usable or salable status, the capitalization of the borrowing costs of such part of the assets is stopped. Where different parts of the assets purchased, built or produced have been completed but cannot be used or sold till the whole assets have been completed, the capitalization of the borrowing costs is stopped when the whole assets are completed. (3) Suspension period of capitalization Where abnormal discontinuation has occurred in the purchase, building or production of the assets that meet the conditions of capitalization and the time of discontinuation exceeds three months consecutively, the capitalization of the borrowing costs is suspended. If the discontinuation is a necessary procedure in the process during which the assets purchased or produced, which meet the conditions of capitalization, reach the usable or salable status, the capitalization of the borrowing costs continues. The borrowing costs occurring in the suspension period are confirmed as current gains and losses and the capitalization is continued until the purchasing and production activities of the assets are restarted. (4) Calculation method of the amount of borrowing costs capitalization The interest expenses of special loans (with the interest income of the unused borrowed funds deposited in the bank or the investment income obtained from temporary investment deducted) and relevant auxiliary expenses are capitalized before the assets that meet the conditions of capitalization, purchased, built or produced with such loans, reach the anticipated usable or salable status. The amount of the interests of common loans that are capitalized is calculated and determined by the weighted average of the accumulative parts of the assets expenditure exceeding special loans multiplied by the capitalization rate of common loans. The capitalization rate is determined according to the weighted average interest rate of common loans. Where the loans involve discount or premium, the amount of discount or premium to be amortized in each accounting period is determined in accordance with the actual interest rate method and the amount of interests of each period should also be adjusted. 96 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 17. Biological assets 18. Oil & gas assets 19. Intangible assets (1) Pricing method of intangible assets (1) The Company carries out initial measurement by the cost method when acquiring intangible assets; The cost of the intangible assets purchased from outside includes purchase price money, relevant taxes and other expenses incurred due to putting such assets to the anticipated use that can be directly attributed to such assets. Where the price money of the purchased intangible assets is paid on a deferred basis within a term exceeding regular credit conditions and actually of a financing nature, the cost of the intangible assets is determined on the basis of the current value of the price money in purchase. The recorded value in the account of the fixed assets obtained from debtors for the repayment of debts in debt restructuring is determined on the basis of the fair value of the fixed assets. The difference between the book value of debt restructuring and the fair value of the fixed assets used for the repayment of debts is recorded into current gains and losses. Under the premises that the non-monetary assets exchange is of commercial nature and that the fair value of the assets received and given out in the exchange can be measured reliably, the initial investment cost of the long-term equity investment received in non-monetary assets exchange is determined on the basis of the fair value of the assets given out, unless there are definite evidences that the fair value of the received assets is more reliable. For the non-monetary assets exchange that do not meet the above premises, the book value of the received assets and relevant taxes payable is taken as the cost of the long-term equity investment. The recorded value in the account of the intangible assets obtained by the merger of the enterprises under the control of a same entity is determined according to the book value of the merged party. The recorded value in the account of the intangible assets obtained by the merger of the enterprises under the control of different entities is determined according to the fair value. The cost of the intangible assets formed through internal R&D activities includes: the cost of materials and labor consumed in the development of such intangible assets, registration fee, the amortization of other patent rights and franchises used in the development process and the interests expenses that meet the conditions of capitalization, and other direct expenses incurred due to putting such intangible assets into the anticipated use. (2) Subsequent measurement The Company estimates the service life when acquiring intangible assets. The intangible assets with limited service life are amortized according to the straight line method within the period that such assets bring economic benefits to the enterprise. Where the period cannot be anticipated in which such intangible assets bring economic interests to the enterprise, such intangible assets are deemed as having indeterminate service life and no amortization will be made. (2) Estimation of the service life of the intangible assets with limited service life At the end of each year, the service life and amortization method of the intangible assets with limited service life are reviewed. After review, the service life and amortization method of the intangible assets with limited service life are the same as before. Item Estimated service life Basis UFIDA software 5 Benefit period KOA software 5 Benefit period Money collection software 5 Benefit period Land use right 50 Benefit period 97 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (3) Judging basis for intangible assets with indeterminate service life (4) Accrual of impairment provision for intangible assets Where there are obvious indications of impairment on the intangible assets whose service life is fixed, an impairment test is carried out at the end of the period. For the intangible assets whose service life is not fixed, an impairment test is carried out at the end of each period. An impairment test is carried out to intangible assets and the recoverable amount of the assets is estimated. The recoverable amount may be determined according to the higher one of the net value of the fair value of the assets minus the disposal expenses and the current value of the anticipated future cash flow of the assets. Where the recoverable amount of the assets is lower than its book value, the book value of such assets may be reduced and recorded into the recoverable amount. The reduced amount is confirmed as assets impairment loss and recorded into current gains and losses. At the same time, the corresponding assets impairment provision is accrued. After the confirmation of assets impairment loss, corresponding adjustments are made in the future periods on the depreciation or amortized expenses of the impaired assets so that the adjusted book value of such assets (with the anticipated net residual value deducted) can be amortized systematically within the remaining service life. Once the impairment loss of an intangible asset is confirmed, it is not transferred back in later accounting periods. Where there are indications of impairment on an intangible asset, the Company estimates the recoverable amount based on the individual intangible asset. If it is hard for the Company to estimate the recoverable amount of the individual asset, the Company makes estimation based on the asset group to which the asset belongs. (5) Classification standards for distinguishing research and development phases of R&D projects inside the Company Research phase: a phase in which creative and planned investigation and research activities are carried out for the purpose of obtaining and understanding new scientific or technological knowledge. Development phase: a phase in which research results or other knowledge, before being produced or used for commercial purposes, are applied in a certain plan or design for the purpose of producing materials, equipments and products that are new or feature substantial improvement. The expenses for inside R&D projects during the research phase are recorded into current gains and losses when the expenses occur. (6) Accounting for the expenditure in internal research and development projects The expenditure in the development phase of a research and development project can be confirmed as intangible assets only when all the following conditions are met: (1) The completion of such intangible assets makes it usable or its sale technically feasible. (2) There is an intention to complete such intangible assets and use or sell it. (3) The way that the intangible assets generate economic interests can prove that the product using such intangible assets or the intangible assets itself have market. If the intangible assets are to be used internally, its usefulness should be proved. (4) The Company has sufficient technical and financial resources and other resources to support the completion of the development of such intangible assets and the capacities to use or sell such intangible assets. (5) The expenditure attributed to the development phase of such intangible assets can be reliably measured. 20. Amortization methods for long-term expenses to be apportioned The long-term expenses to be apportioned are amortized in an average manner in the benefit period. 1. The prepaid rent charge of the fixed assets for operation is amortized in an average manner according to the term provided in the rent contract or other reasonable method. 98 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 2. The expenditures on the improvement of operating leased fixed assets are amortized in an average manner according to the shorter one of the remaining part of the lease term and the remaining service life. 21. Transfer of the assets with repurchase conditions If the Company signs a repurchase agreement when selling products or transferring other assets, whether the products sold meet the conditions for income confirmation is judged according to the articles of the agreement. If the repurchase is a financing transaction, the Company does not confirm sales income when delivering products or assets. If the repurchase price is higher than the selling price, interests are accrued for the difference during repurchase period and recorded into financial expenses. 22. Anticipation liabilities In the case that the Company is involved in proceedings like lawsuits, debt guarantee, loss contracts, restructuring and so on, the proceedings are confirmed as anticipation liabilities if they very possibly need delivery of assets or provision of labor service and their amount can be measured reliably. (1) Confirmation standards for anticipation liabilities The obligations related to contingencies, which meet all the following conditions, are confirmed by the Company as anticipation liabilities. The obligation is a current obligation undertaken by the Company; The fulfillment of the obligation is very likely to cause an outflow of economic interests from the Company; The amount of the obligation can be measured reliably. (2) Measurement method of anticipation liabilities Initial measurement is carried out to anticipation liabilities of the Company according to the optimum estimation amount of the required expense when relevant obligations are fulfilled. When determining the optimum estimation amount, the Company considers in a comprehensive way the factors related to contingencies like risks, uncertainties and time value of currency. Where there are great influences of time value of currency, the optimum estimation amount is determined after discounting relevant future cash flows. The optimum estimation amount is determined according to different situations as follows: Where there is a continuous range (or interval) of the required expense and different results in the range have same possibility to occur, the optimum estimation amount is determined according to the intermediate value of the range, i.e. the average of the maximal and the minimum amounts. Where there is no continuous range (or interval) or there is a continuous range but different results have different possibilities to occur, if contingencies involve individual proceedings, the optimum estimation amount is the amount most likely to occur, and if contingencies involve several proceedings, the optimum estimation amount is determined according to various possible results and the calculation of relevant probabilities. If all expenses or part of them, which are used by the Company for paying off anticipation liabilities, are anticipated to be compensated by a third party and compensation amount is basically sure to be received, the compensation amount is confirmed separately as an asset, which should not exceed the book value of the anticipation liabilities. 23. Share payment and equity instruments (1) Types of share payment The payment of employees’ shares settled with equity is recorded into costs and expenses and capital public reserve (other capital public reserves) according to the fair value of the equity instruments on the grant date (the method of the determination of the grant date is specifically set) and the subsequent changes of the fair value will not be confirmed. No adjustments will be made to the confirmed costs and expenses and total owners' equity after the option becomes exercisable. The share capital and share capital premium are confirmed according to the conditions of the exercise of the options and the capital public reserve confirmed during the vesting period (other capital public reserve) is carried forward. Among these: For the share payment in exchange for the employees' services, relevant assets costs and the current 99 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. expenses are recorded on each balance sheet date within the vesting period, on the basis of the best estimation of the number of exercisable equity instruments and according to the fair value of the equity instruments on the grant date and as capital public reserve (other capital public reserve). The share payment in exchange for the service of other parties is measured according to the fair value of the service exchanged from other parties. If such fair value cannot be measured reliably but the fair value of the equity instruments can be measured reliably, the above share payment is measured according to the fair value of the equity instruments on the date of service obtainment and recorded into relevant assets cost or expense and as other capital public reserve in the capital public reserve. For the share payment involving employees settled in cash, measurement is made once again on the fair value of the equity instruments on each balance sheet date to determine costs and expenses and wage payable. On each balance sheet date within the vesting period, measurement is made according to the fair value of the liabilities borne as calculated and determined on the basis of the share or other equity instruments and on the basis of the best estimation of the number of exercisable equity instruments. The results are recorded into relevant assets costs or expenses and as wage payable. No cost expenses will be confirmed after the option becomes exercisable. The fair value of the wage payable is re-measured and the changes of such fair value are recorded into gains and losses from changes of fair value. (2) Methods for determining the fair value of equity instruments For equity instruments such as the granted option, which exist in the active market, the fair value is determined according to their prices in the active market. For those not existing in the active market, the fair value is determined by adopting the option pricing model, which should be selected in consideration of the following factors: a. option exercise price; b. option period; c. the current price of the underlying shares; d. the predicted fluctuation rate of the share price, e. the estimated dividend of the share; f. risk free rate in the option period; g. payment of shares of installment options. (3) Basis for the determination of the best estimation of the exercisable equity instruments On each balance sheet date in the vesting period, the Company should make the best estimation on the basis of the latest subsequent information on the changes of the number of the employees with exercisable option and adjust the number of the exercisable equity instruments. On the vesting date, the ultimate number of the anticipated exercisable equity instruments should be consistent with the actual quantity of the exercisable options. The accumulative amount of the cost expenses to be confirmed in the current period is calculated on the basis of the fair value of the above equity instruments and the anticipated exercisable equity instruments. Such amount deducted by the accumulative confirmed amount in the last period is taken as the amount of cost expenses to be confirmed in the current period. (4) Accounting treatments for implementing, modifying and terminating the share payment plan 24. Repurchase of the Company's shares 25. Incomes (1) Standards for confirmation time of sales income The realization of the income from the sale of commodities is confirmed when the Company has transferred the main risks and consideration in the ownership right of the commodities to the purchaser, the Company has not retained any further management right connected to the ownership right nor implement effective control over the sold commodities, the amount of the revenue can be reliably measured, relevant economic interests are likely to flow into the enterprise, and relevant costs incurred or to be incurred can be measured reliably. (2) Basis for confirmation of income from transfer of asset use right For economic interests related to transactions, which are very likely to flow into the Company and whose amount can be reliably measured, the amount of the income from the transfer of asset use right is determined according to the conditions as follows: (1) The amount of interest income should be determined according to the time and actual interest rate of other people using the monetary fund of the enterprise. (2) The amount of the income from use fee is determined in accordance with the time and method of charges as agreed in relevant contract or agreement. 100 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (3) The amount of the rent income is determined by equally allocating the total income of the lease contract in the entire contract period without deducting the rent-free period. (3) Basis for and method of determining contract completion progress when confirming income from labor service and construction contracts by percentage-of-completion method Where the results of the labor services provided on the balance sheet date can be estimated reliably, the income from the provision of labor services is confirmed with the percentage of completion method. The completion progress of a labor service transaction is determined by surveying the work completed. The total amount of the income from the provision of labor services is determined according to the price money received or receivable of a relevant contract or agreement, unless the price money received or receivable of a relevant contract or agreement is unfair. The labor services income of the current period is confirmed on the balance sheet date according to the resulted amount of the total amount of income from provision of labor services times the completion percentage and deducted by the accumulative amount of the confirmed income from provision of labor services in previous accounting periods. At the same time, the labor cost of the current period is carried forward according to the estimated total cost of the provision of labor services times the completion percentage and deducted by the accumulative amount of the confirmed labor cost in previous accounting periods. Where the results of the provision of labor services on the balance sheet date cannot be estimated reliably, such results are processed respectively according to the following conditions: (1) Where it is estimated that the labor services cost incurred can be compensated, the income from provision of labor services is confirmed according to the amount of the labor services cost incurred and the same amount is transferred into the labor cost. (2) Where it is estimated that the labor services cost incurred cannot be compensated, the labor services cost incurred is recorded into current gains and losses and no income is confirmed. 26. Government subsidies (1) Type Government subsidies refer to the monetary assets and non-monetary assets obtained by the Company from the government free of charge. The subsidies are divided into those related to assets and those related to profits. (2) Accounting treatment method The government subsidies related to the purchase and construction of long-term assets like fixed and intangible assets are confirmed as deferred profits and recorded by phases into the non-operating income according to the service life of the assets purchased and constructed. The government subsidies related to profits, used to compensate relevant expenses or losses in later periods, are confirmed as deferred profits when they are obtained; the subsidies, used to compensate relevant expenses or losses having occurred, are confirmed as the current non-operating income when they are obtained. 27. Deferred income tax assets and liabilities (1) Basis for the confirmation of deferred incomes tax assets The Company confirms the deferred incomes tax assets generated from the deductible temporary difference. (2) Basis for confirmation of deferred income tax liabilities The temporary difference between the tax payable not paid of the current period and that of previous periods is confirmed by the Company as deferred income tax liabilities. The temporary difference generated from goodwill transactions or transactions not of enterprise mergers, which, at the transaction time, do not influence accounting profits or the amount of the tax payable, is not included. 28. Operating lease and financing lease (1) Accounting treatment of operating lease (1) The fee paid by the Company for rented assets is apportioned by the straight-line method in the whole lease term without deduction of the rent-free period and recorded into current expenses. The initial direct expenses related to 101 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. lease transactions, paid by the Company, are recorded into current expenses. In case that the leasing party undertakes the lease-related expenses that should be undertaken by the Company, the Company deducts the expenses from the total lease fee and the lease fee after deduction is apportioned in the lease term and recorded into current expenses. (2) The lease fee received by the Company from leasing of assets is apportioned by the straight-line method in the whole lease term without deduction of the rent-free period and recorded into the lease income. The initial direct expenses related to lease transactions, paid by the Company, are recorded into current expenses. Those with significant amounts are capitalized and recorded by periods into current profits in the whole lease term according to the same basis for confirmation of the lease income. In case that the Company undertakes the lease-related expenses which should be undertaken by the lessee, the Company deducts the expenses from the total lease income and the lease expenses after deduction are allocated in the lease term. (2) Accounting treatment of financing lease (1) Assets acquired under financing lease: Between the fair value of rented assets and the minimum lease payment, the Company adopts the lower one as the booked value of the rented assets, the minimum lease payment as the recording value of long-term accounts payable, and the difference between the two as financing expenses yet to be confirmed. The financing expenses yet to be confirmed are apportioned by the Company by the actual interest rate method in the lease term of the assets and recorded into accounting expenses. Assets given out under financing lease: (2) Assets leased out under financing lease: The difference between the total unguaranteed residual value of the financing lease payment receivable and the current value is confirmed by the Company on the lease-beginning date as financing profits yet to be realized and as the lease income in future lease periods. The initial direct expenses related to lease transactions are recorded into the initial calculation of financing lease payment receivable and the amount of profits confirmed in the lease term is reduced. 29. Assets held for sale (1) Criteria for determining the assets held for sale (2) Accounting treatments for assets held for sale 30. Securitization of assets 31. Hedge accounting 32. Changes in main accounting policies and accounting estimates Are there any changes in main accounting policies and accounting estimates during the report period? □ Yes √ No □ Not applicable (1) Changes of accounting policies Are there any changes in main accounting policies during the report period? □ Yes √ No □ Not applicable (2) Changes of accounting estimates Are there any changes in main accounting estimates during the report period? □ Yes √ No □ Not applicable 33. Corrections of previous accounting errors Are there any previous accounting errors corrected during the report period? 102 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. □ Yes √ No □ Not applicable (1) Retrospective restatement Are there any previous accounting errors corrected by the retrospective restatement method during the report period? □ Yes √ No □ Not applicable (2) Prospective application Are there any previous accounting errors corrected by the prospective application method during the report period? □ Yes √ No □ Not applicable 34. Other main accounting policies, accounting estimates and preparation methods of financial statements (V) Taxes 1. Main tax types and tax rates imposed on the Company Tax category Basis Tax rate Value-added tax Income from sale of products 17 Consumption tax 0 Operating tax Incomes from leasing, income from loan interest 5 Urban maintenance and construction tax Value-added tax and operating tax payable 7 Enterprise income tax Taxable income 25 Education surtax Value-added tax and operating tax payable 3 Tax rates imposed on the Company's subsidiaries and branches The enterprise income tax rate applicable to the Company’s subsidiaries, namely, Xi’an SEG Electronics Market Management Co., Ltd., Suzhou SEG Electronics Market Management Co., Ltd., Changsha SEG Development Co., Ltd., Shenzhen SEG Credit Co., Ltd., Shenzhen SEG E-commerce Co., Ltd., Xi’an Hairong SEG Electronics Market Co., Ltd. and Shenzhen SEG Nanjing Electronics Market Management Co., Ltd. is 25%. 2. Tax preference and official documents In accordance with the Notice of the State Council on the Implementation of Interim Enterprise Income Tax Preference Policies No. 39 (Guo Fa 2007), from January 1, 2008, the enterprises enjoying low tax rate policies should gradually adopt the statutory tax rate within 5 years after the new tax law is implemented. For the enterprises enjoying an enterprise income tax rate of 15%, the rate should be 18% in 2008, 20% in 2009, 22% in 2010, 24% in 2011 and 25% in 2012; for those enjoying a rate of 24%, the rate should be 25% from 2008; the enterprises in Shenzhen Special Economic Zone should enjoy a lower tax rate of 15% in accordance with the Regulations of the Special Economic Zones of Guangdong Province. The enterprise income tax rate of the Company in 2012 was 25% in accordance with the above-mentioned policies. 3. Notes (VI) Enterprise Merger and Consolidated Financial Statements Notes on enterprise merger and consolidated financial statements: Unless specifically noted, the unit for amounts in the formulas of this section is RMB thousand yuan. 1. Information on subsidiaries 103 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (1) The subsidiaries acquired through establishment or investment Unit: Yuan Balance after the difference Amount of between the losses of the minority period allocated to minority Actual shareholders’ shareholders and the Balance of Voting Financial investment Share-holding Minority equity period-beginning shares Full name of Type of Place of Nature of Registered the net actual right statements Currency Business scope at the end proportion shareholders' offsetting enjoyed by minority subsidiary subsidiary registration business capital investment in proportion consolidated of the (%) equity minority shareholders, in case the subsidiaries (%) or not period shareholders’ former is more than the gains and latter, is offset against the losses owners’ equity of the parent company Xi'an SEG Domestic trade; Service Electronic Subsidiary Xi'an 300.00 RMB material supply and 195.00 65% 65% Yes 277.16 industry Market Co., Ltd. marketing Shenzhen SEG Electronics Domestic trade; Service Market Subsidiary Shenzhen 300.00 RMB material supply and 210.00 70% 70% Yes 120.28 industry Management marketing Co., Ltd. Suzhou SEG Domestic trade; Service Electronic Subsidiary Su Zhou 300.00 RMB material supply and 135.00 45% 45% Yes 353.55 industry Market Co., Ltd. marketing Shenzhen Mellow Orange Hotel management, Indirect Service Business Hotel Shenzhen 1,000.00 RMB consultancy and 1,000.00 66.58% 66.58% Yes subsidiary industry Management property management Co., Ltd. Specialized in small loans within the Shenzhen SEG Financial administrative region Subsidiary Shenzhen 15,000.00 RMB 8,100.00 51.7046% 51.7046% Yes 6,820.91 Credit Co., Ltd. industry of Shenzhen (not receiving the deposits from the public) Shenzhen SEG Engaging in E-Commerce Subsidiary Shenzhen E-commerce 4,800.00 RMB 1,530.00 51% 51% Yes 852.61 E-commerce Co., Ltd. Shenzhen SEG Lease of market Electronics facilities, property Service Market Subsidiary Nanjing 2,000.00 RMB management, sales of 2,000.00 100% 100% Yes industry Management electronic products, Co., Ltd. advertising, etc. Xi'an Hairong Property lease, sales Service SEG Electronic Subsidiary Xi’an 300.00 RMB of electronic products, 153.00 51% 51% Yes 32.28 industry Market Co., Ltd. advertising, etc. 104 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Additional notes on the subsidiaries acquired by establishment or investment: Half of the directors, the Chairman of the Board, the General Manager, the Chief Financial Officer and the management team of Suzhou SEG Electronic Market Management Co., Ltd. are all dispatched by the Company that actually controls the operation of Suzhou SEG, so Suzhou SEG was included into the consolidation scope. Note: Shenzhen SEG Electronics Market Management Co., Ltd. has the registered capital of RMB 48 million with the initial contribution of RMB 30 million, in which the Company made a contribution of RMB 15.3 million and enjoyed 51% of its shares. 105 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (2) Subsidiaries acquired through the merger of enterprises under the control of a same entity Unit: Yuan Balance after the difference between the losses of the period allocated to Amount of minority minority shareholders and Actual Balance of Voting Financial shareholders’ the investment Minority Full name of Type of Place of Nature of Registered Business the net actual Share-holding right statements equity offsetting period-beginning Currency at the end shareholders' subsidiary subsidiary registration business capital scope investment in proportion (%) proportion consolidated minority shares enjoyed by of the equity subsidiaries (%) or not shareholders’ minority period gains and shareholders, in losses case the former is more than the latter, is offset against the owners’ equity of the parent company Shenzhen SEG Baohua Property lease Service Enterprise Subsidiary Shenzhen 3,080.88 RMB and 2,051.25 66.58% 66.58% Yes 2,404.05 industry Development management Co., Ltd. Shenzhen Investment in SEG industrial and Industrial Subsidiary Shenzhen Investment 2,550.00 RMB 2,378.00 91.79% 91.79% Yes 209.85 commercial Investment businesses Co., Ltd. Additional notes on the subsidiaries acquired through the merger of enterprises under the control of a same entity: 106 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (3) Subsidiaries acquired through the merger of enterprises not under the control of a same entity Unit: Yuan Balance after the difference between the losses of the period allocated to Amount of minority minority shareholders and Actual Balance of Financial Voting right Minority shareholders’ the period-beginning Full name of Type of Place of Nature of Registered Business investment the net actual Share-holding statements Currency proportion sharehold equity offsetting shares enjoyed by subsidiary subsidiary registration business capital scope at the end of investment in proportion (%) consolidate (%) ers' equity minority minority the period subsidiaries d or not shareholders’ shareholders, in gains and losses case the former is more than the latter, is offset against the owners’ equity of the parent company Changsha SEG Service Property Subsidiary Changsha 3,500.00 RMB 6,900.00 46% 51% Yes 5,895.79 Development industry lease Co., Ltd. Additional notes on subsidiaries acquired through the merger of enterprises not under the control of a same entity: The capital structure of Changsha SEG Development Co., Ltd. at present is as follows: the Company is the first majority shareholder, holding 46% shares of Changsha SEG, Jinhong Group Co., Ltd. holds 40% shares and Huaya Management Co., Ltd. holds 14% shares, among which, Jinhong Group Co., Ltd. and Huaya Management Co., Ltd. have no associated relationship with each other. Half of the directors, the Chairman of the Board, the General Manager, the Chief Financial Officer and the management team of Changsha SEG Development Co., Ltd. are all dispatched by the Company that actually controls the operation of Changsha SEG, so Changsha SEG is included into the consolidation scope. 107 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 2. Special purpose entities and operating entities whose share-controlling right is formed through entrusted operation or lease taking □ Applicable □ Not applicable Special purpose entities and operating entities whose share-controlling right is formed through entrusted operation or lease taking There were no special purpose entities or operating entities whose share-controlling right was formed through entrusted operation or lease taking in the report period. 3. Information on alteration of the consolidation scope Notes on the alteration of the consolidated statement scope: □ Applicable □ Not applicable 4. Entities newly included in the consolidation scope and entities not included in the consolidation scope in the report period Subsidiaries, special-purpose entities and operating entities whose share-controlling right is formed through trustee operation or lessee, which are included in the consolidation scope in the current period Unit: Yuan Name Period-end net assets Net profits of the current period Subsidiaries, special-purpose entities and operating entities whose share-controlling right is formed through trusted operation or lease taking, which are excluded from the consolidation scope in the current period Unit: Yuan Net profits from the beginning of the year to the Name Net assets on the disposal date disposal date Additional notes on the entities newly included in the consolidation scope and the entities not included in the consolidation scope: 5. Merger of enterprises under the control of a same entity in the report period Unit: Yuan Judging basis for Cash flow of Incomes from the the merger of Net profits from operating activities beginning of the Merged party enterprises under Actual controller the current period from the current current period to the control of a to the merger date period to the the merger date same entity merger date Additional notes on the merger of enterprises under the control of a same entity: 6. Merger of enterprises not under the control of a same entity in the report period Unit: Yuan 108 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Merged party Goodwill amount Calculation method of goodwill Other explanations of the merger of enterprises not under the control of a same entity: 7. Subsidiaries reduced due to the sale of equities over which the Company has lost the control in the report period Full name of subsidiary Sale date Method for confirming losses and gains Additional notes on the subsidiaries reduced because of the sale of equities over which the Company has lost control: 8. Counter purchases in the report period Method for confirming the goodwill Judging basis for being a Method for confirming the of the consolidation or the losses Shell borrower counter purchase consolidated cost and gains that are calculated in the current period Other explanations of the counter purchases: 9. Acquisition and merger in the report period Unit: Yuan Type of acquisition and merger Merged assets Merged liabilities Acquisition and merger of enterprises under Item Amount Item Amount the control of a same entity Acquisition and merger of enterprises not Item Amount Item Amount under the control of a same entity Other explanations of acquisition and merger: 10. Translation exchange rate for the main items of the financial statements of overseas operating entities (VII) Notes on the Main Items of Consolidated Financial Statements 1. Monetary capital Unit: Yuan Period-end amount Period-beginning amount Item Amount in Amount in foreign Exchan Exchange Amount in RMB foreign Amount in RMB currency ge rate rate currency Cash: -- -- 375,938.98 -- -- 355,217.98 RMB -- -- 369,151.83 -- -- 348,813.86 USD 967.11 6.3393 6,130.77 973.00 6.3009 6,130.78 109 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-end amount Period-beginning amount Item Amount in Amount in foreign Exchan Exchange Amount in RMB foreign Amount in RMB currency ge rate rate currency HKD 803.11 0.8173 656.38 337.17 0.8107 273.34 Bank deposit: -- -- 578,790,582.50 -- -- 644,074,821.13 RMB -- -- 578,790,582.50 -- -- 643,836,123.67 HKD 294,433.77 0.8107 238,697.46 Other monetary capital -- -- 0.00 -- -- 9,159.67 RMB -- -- 0.00 -- -- 9,159.67 Total -- -- 579,166,521.47 -- -- 644,439,198.78 Special explanations of the monetary capital which has restricted utilization due to mortgage, pledge or freeze and potential risks in recovery and is kept overseas: 2. Trading financial assets (1) Trading financial assets Unit: Yuan Item Period-end fair value Period-beginning fair value Trading bond investment Trading equity instrument investment Financial assets measured by fair value and with changes included in the current gains and losses Derivative financial assets Hedging instruments Others Total 0.00 0.00 (2) Trading financial assets with restricted liquidity Unit: Yuan Item Restrictions on sale or liquidity Period-end amount (3) Notes on the hedging instruments and relevant hedging transactions 3. Notes receivable (1) Type of notes receivable Unit: Yuan 110 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Type Period-end amount Period-beginning amount Total 0.00 0.00 (2) Pledged notes receivable at the end of the current period Unit: Yuan Drawer Date of draft Due date Amount Remarks Total -- -- 0.00 -- Note: (3) Notes that have been transferred to accounts receivable for the drawer is incapable to honor the agreement and notes that the Company has endorsed to another party at the end of the period Unit: Yuan Drawer Date of draft Due date Amount Remarks Total -- -- 0.00 -- Note: Notes that are undue but have been endorsed to other parties by the Company Unit: Yuan Drawer Date of draft Due date Amount Remarks Total -- -- 0.00 -- Note: Notes on discounted or pledged trade acceptance: 4. Dividends receivable Unit: Yuan Period-beginning Increase in the current Decrease in the current Item Period-end amount amount period period Dividend receivable 426,516.21 0.00 0.00 0.00 aged under one year Including: SEG Logistics 426,516.21 Dividend receivable 0.00 0.00 0.00 0.00 aged under one year 111 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-beginning Increase in the current Decrease in the current Item Period-end amount amount period period Including: -- -- -- -- Total 426,516.21 0.00 0.00 0.00 Note: 5. Interest receivable (1) Interest receivable Unit: Yuan Period-beginning Increase in the current Decrease in the Item Period-end amount amount period current period Total 0.00 0.00 0.00 0.00 (2) Overdue interest Unit: Yuan Lending unit Overdue time (days) Overdue interest amount Total -- 0.00 (3) Notes on interest receivable 6. Accounts receivable (1) Accounts receivable disclosed according to different types Unit: Yuan Period-end amount Period-beginning amount Book balance Bad debt provision Book balance Bad debt provision Type Proportion Proportion Proportion Amount Amount Amount Amount Proportion (%) (%) (%) (%) Accounts receivable with a significant amount individually, for which bad 10,212,173.07 35.77% 10,181,647.36 99.7% 10,212,173.07 41.74% 10,181,647.36 99.7% debt provision is separately accrued Accounts receivable for which bad debt provision is accrued according to different combinations Bad debt provision accrued for Combination 1 by the 13,550,182.14 47.46% 9,982,141.91 40.8% aging analysis method 112 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-end amount Period-beginning amount Book balance Bad debt provision Book balance Bad debt provision Type Proportion Proportion Proportion Amount Amount Amount Amount Proportion (%) (%) (%) (%) Subtotal of combinations 13,550,182.14 47.46% 0.00 9,982,141.91 40.8% 0.00 Accounts receivable with an insignificant amount individually, for which bad 4,787,691.18 16.77% 3,910,306.44 81.67% 4,270,306.44 17.46% 3,910,306.44 91.57% debt provision is separately accrued Total 28,550,046.39 -- 14,091,953.80 -- 24,464,621.42 -- 14,091,953.80 -- Notes on types of accounts receivable: Accounts receivable with a significant amount individually, for which bad debt provision is separately accrued at the end of the period √ Applicable □ Not applicable Unit: Yuan Contents of accounts receivable Book balance Bad debt provision Accrual proportion Reason for accrual The age is more than 5 years and Jiangsu Unicom 3,092,011.09 3,092,011.09 100% the account is impossible to be recovered. The two companies are in dispute and Guangzhou Jiajie Technology Co., 3,052,571.00 3,022,045.29 99% the account is Ltd. unlikely to be recovered. The age is more than 5 years and Shenzhen Shuangxionghui Industry 2,160,725.63 2,160,725.63 100% the account is Co., Ltd. impossible to be recovered. The age is more than 5 years and Shenzhen Liyuanshun Industrial Co., 1,906,865.35 1,906,865.35 100% the account is Ltd. impossible to be recovered. Total 10,212,173.07 10,181,647.36 -- Other accounts receivable in the combination, for which bad debt provision is accrued by the aging analysis method: √ Applicable □ Not applicable Unit: Yuan 113 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-end amount Period-beginning amount Book balance Book balance Age Bad debt Proportion Bad debt provision Proportion provision Amount Amount (%) (%) Less than one year Including: -- -- -- -- -- -- Less than one year 13,550,182.14 100% 0.00 9,982,141.91 100% 0.00 Subtotal of the accounts aged under 13,550,182.14 100% 0.00 9,982,141.91 100% 0.00 1 year 1-2 years 2-3 years Over 3 years 3-4 years 4-5 years Over 5 years Total 13,550,182.14 -- 9,982,141.91 -- Accounts receivable in the combination, for which bad debt provision is accrued by the balance percentage analysis method: □ Applicable □ Not applicable Accounts receivable in the combination, for which bad debt provision is accrued by other methods: □ Applicable □ Not applicable Accounts receivable with an insignificant amount individually, for which bad debt provision is separately accrued at the end of the period □ Applicable □ Not applicable (2) Accounts receivable transferred back or recovered in the current report period Unit: Yuan Accumulated bad debt Reason for Basis for confirming Contents of accounts provision accrued Amount of transferring transferring back or original bad debt receivable before transferring back or recovery recovery provision back or recovery Total -- -- 0.00 -- Accounts receivable with a significant amount individually, or with an insignificant amount individually but for which bad debt provision is separately accrued: 114 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Contents of accounts Book balance Bad debt amount Accrual proportion (%) Reason receivable Total -- -- Accounts receivable with insignificant individual amount but entailing great risk as a combination based on credit risk characteristics: (3) Accounts receivable charged off in the current report period Unit: Yuan Whether being Nature of accounts Amount being Reason for being incurred due to Name of company Charge-off date receivable charged off charged off related transactions Total -- -- 0.00 -- -- Notes on accounts receivable charged off: (4) Shareholder units that hold 5% or more voting shares in the accounts receivable in the current report period □ Applicable □ Not applicable (5) Units of top five accounts receivable Unit: Yuan Percentage in the total Relationship with the Name of company Amount Duration amount of accounts Company receivable (%) Shenzhen Runneng Customer 4,529,331.17 Less than one year 15.86% Digital Co., Ltd. Jiangsu Unicom Customer 3,092,011.09 Over 5 years 10.83% Guangzhou Jiajie Customer 3,052,571.00 2-3 years 10.69% Technology Co., Ltd. Shenzhen Wodewo Customer 2,171,299.31 Less than one year 7.61% Trading Co., Ltd. Shenzhen Shuangxionghui Customer 2,160,725.63 Over 5 years 7.57% Industry Co., Ltd. Total -- 15,005,938.20 -- 52.56% 115 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (6) Accounts receivable from related parties Unit: Yuan Percentage in the total Relationship with the Name of company Amount amount of accounts Company receivable (%) Total -- 0.00 0% (7) Accounts receivable with terminated confirmation Unit: Yuan Amount of the termination of Losses and gains related with the Item confirmation termination of confirmation Total 0.00 0.00 (8) If assets are to be securitized taking other accounts receivable as underlying assets,, the involved amount of assets and liabilities should be listed in the following table Unit: Yuan Item Ending amount Capital Subtotal of assets 0.00 Liability: Subtotal of liabilities 0.00 7. Other receivables (1) Other accounts receivable disclosed according to types Unit: Yuan Period-end amount Period-beginning amount Book balance Bad debt provision Book balance Bad debt provision Type Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Other receivables with a significant amount individually, for which bad 23,413,223.34 48% 23,413,223.34 100% 23,413,223.34 43.91% 23,413,223.34 100% debt provision is separately accrued Other receivables for which bad debt provision is accrued according to different combinations Combination 1 15,149,998.18 31.06% 54,245.15 0.36% 16,051,724.24 30.1% 1,766.67 0.01% 116 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-end amount Period-beginning amount Book balance Bad debt provision Book balance Bad debt provision Type Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Subtotal of combinations 15,149,998.18 31.06% 54,245.15 0.36% 16,051,724.24 30.1% 1,766.67 0.01% Other receivables with an insignificant amount individually, for which bad 10,213,154.09 20.94% 6,711,260.46 65.71% 13,859,446.17 25.99% 8,898,684.97 64.21% debt provision is separately accrued at the end of the period Total 48,776,375.61 -- 30,178,728.95 -- 53,324,393.75 -- 32,313,674.98 -- Notes on types of other receivables: Other receivables with a significant amount individually, for which bad debt provision is separately accrued at the end of the period √ Applicable □ Not applicable Unit: Yuan Content of other Book balance Bad debt amount Accrual proportion Reason receivables The age is more than 5 Yangjiang Yuntong 8,530,276.35 8,530,276.35 100% years and the account is Grease Co., Ltd. impossible to be recovered. Creditor’s right The age is more than 5 transferred in by SEG 5,904,271.52 5,904,271.52 100% years and the account is Communications impossible to be recovered. The age is more than 5 Shenzhen Lianjing 5,697,287.51 5,697,287.51 100% years and the account is Trade Co., Ltd. impossible to be recovered. The age is more than 5 Shenzhen Top Industry 3,281,387.96 3,281,387.96 100% years and the account is Co., Ltd. impossible to be recovered. Total 23,413,223.34 23,413,223.34 -- -- Other accounts receivable in the combination, for which bad debt provision is accrued by the aging analysis method: √ Applicable □ Not applicable Unit: Yuan Ending amount Beginning amount Book balance Book balance Age Bad debt provision Bad debt provision Proportion Proportion Amount Amount (%) (%) Less than one year Including: Less than one year 14,069,856.10 92.87% 16,028,063.53 99.85% Subtotal of the accounts 14,069,856.10 92.87% 0.00 16,028,063.53 99.85% 0.00 aged under 1 year 1-2 years 1,078,555.10 7.12% 53,927.76 12,073.73 0.08% 449.27 117 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Ending amount Beginning amount Book balance Book balance Age Bad debt provision Bad debt provision Proportion Proportion Amount Amount (%) (%) 2-3 years 10,000.00 0.06% 1,000.00 Over 3 years 1,586.98 0.01% 317.40 1,586.98 0.01% 317.40 3-4 years 0.00 0% 0.00 0% 0.00 4-5 years Over 5 years Total 15,149,998.18 -- 54,245.15 16,051,724.24 -- 1,766.67 Accounts receivable in the combination, for which bad debt provision is accrued by the balance percentage analysis method: □ Applicable √ Not applicable Other accounts receivable in the combination, for which bad debt provision is accrued by other methods: □ Applicable □ Not applicable Other accounts receivable with an insignificant amount individually, for which bad debt provision is separately accrued □ Applicable □ Not applicable (2) Other accounts receivable transferred back or recovered in the report period Unit: Yuan Accumulated bad debt Reason for Basis for confirming Content of other provision accrued Amount of transferring transferring back or original bad debt receivables before transferring back or recovery recovery provision back or recovery Total -- -- 0.00 -- Bad debt provision accrued at the end of the period for the accounts receivable with a significant amount individually or those with an insignificant amount individually but have separate impairment tests: Contents of accounts Book balance Bad debt amount Accrual proportion (%) Reason receivable Total -- -- Other accounts receivable with an insignificant amount individually but entailing great risk as a combination based on credit risk characteristics: (3) Other receivables charged off in the current report period Unit: Yuan 118 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Whether being Amount being Reason for being Name of company Other receivables Charge-off date incurred due to charged off charged off related transactions Total -- -- 0.00 -- -- Notes on other accounts receivable charged off: (4) Shareholder units that hold 5% or more voting shares in other accounts receivable of the current report period √ Applicable □ Not applicable Unit: Yuan Period-end amount Period-beginning amount Name of company Bad debt provision Bad debt provision Book balance Book balance accrued accrued Shenzhen SEG Group Co., Ltd. 86,000.00 86,000.00 Total 86,000.00 0.00 86,000.00 0.00 (5) Properties or contents of other accounts receivable with significant amount Unit: Yuan Properties or contents Percentage in the total amount of Name of company Amount of the accounts other accounts receivable (%) receivable Total 0.00 -- 0% Note: (6) Units of top five other receivables Unit: Yuan Percentage in the total Relationship with the Name of company Amount Duration amount of other accounts Company receivable (%) Yangjiang Yuntong Business related 8,530,276.35 Over 5 years 17.49% Grease Co., Ltd. organization Creditor’s right Business related transferred in by SEG 5,904,271.52 Over 5 years 12.1% organization Communications Shenzhen Lianjing Business related 5,697,287.51 Over 5 years 11.68% Trade Co., Ltd. organization Shenzhen Top Industry Business related 3,281,387.96 Over 5 years 6.73% Co., Ltd. organization Yunsen Trading Debt restructuring of 1,668,343.74 Over 5 years 3.42% Company SEG Orient Total -- 25,081,567.08 -- 51.42% 119 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (7) Accounts receivable from other related parties Unit: Yuan Percentage in the total Relationship with the Name of company Amount amount of other accounts Company receivable (%) Total -- 0.00 0% (8) Other explanations of accounts receivable with terminated confirmation Unit: Yuan Amount of the termination of Losses and gains related with the Item confirmation termination of confirmation Total 0.00 0.00 (9) If assets are to be securitized taking other accounts receivable as underlying assets,, the involved amount of assets and liabilities should be listed in the following table Unit: Yuan Item Ending amount Capital Subtotal of assets 0.00 Liability: Subtotal of liabilities 0.00 8. Advances (1) Advances listed according to ages Unit: Yuan Period-end amount Period-beginning amount Age Proportion Proportion Amount Amount (%) (%) Less than one 39,053,560.39 99.89% 33,735,611.11 99.88% year 120 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-end amount Period-beginning amount Age Proportion Proportion Amount Amount (%) (%) 1-2 years 35,295.00 0.09% 5,908.60 0.02% 2-3 years 6,868.60 0.02% 35,295.00 0.1% Over 3 years Total 39,095,723.99 -- 33,776,814.71 -- Notes on the age of advance payment: (2) Top five advances Unit: Yuan Relationship with the Reason for not being Name of company Amount Duration Company settled Tonmac International Within one year Electronics (Suzhou) Shareholder 20,000,000.00 Prepaid rent charge (including one year) Co., Ltd. Xi'an Gaoke (Group) New West China Within one year Shareholder 10,000,000.00 Prepaid rent charge Industrial Development (including one year) Co., Ltd. Shenzhen Xinfeipu Within one year Payment in advance Supplier 3,674,759.00 Network Co., Ltd. (including one year) Shenzhen Aopurui Payment in advance Within one year Information Technology Supplier 1,348,958.00 (including one year) Co., Ltd. Shenzhen Dapengniao Within one year Payment in advance Supplier 843,980.00 Electronics Co., Ltd. (including one year) Total -- 35,867,697.00 -- -- Notes on main units of advance payment: (3) Shareholder units that hold 5% or more voting shares in the advance payment of the current report period □ Applicable □ Not applicable (4) Notes on advance payment 121 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 9. Inventory (1) Classification of inventory Unit: Yuan Period-end amount Period-beginning amount Item Provision for Provision for Book balance inventory Net book value Book balance inventory price Net book value price drop drop Raw materials 243,538.15 243,538.15 410,995.73 410,995.73 Goods in production In-stock goods 1,873,641.71 1,873,641.71 218,974.35 218,974.35 Circulating materials Consumable biological assets Low-cost 127,109.55 127,109.55 3,585.00 3,585.00 consumables Total 2,244,289.41 0.00 2,244,289.41 633,555.08 0.00 633,555.08 (2) Provisions for inventory impairment Unit: Yuan Decrease in the current period Period-beginning Provision of the Period-end book Item book balance year balance Write back Write off Raw materials Goods in production In-stock goods Circulating materials Consumable biological assets Total 0.00 0.00 0.00 0.00 0.00 122 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (3) Provisions for inventory impairment Reason for the being Proportion of the transferred transferred back to Basis for provisions for back amount in the Item provisions for inventory inventory price drop period-end balance of the impairment in the current inventory period Raw materials In-stock goods Goods in production Circulating materials Consumable biological assets Notes on inventories: 10. Other current assets Unit: Yuan Item Period-end amount Period-beginning amount Bank financial products 214,140,000.00 201,000,000.00 Total 214,140,000.00 201,000,000.00 Notes on other current assets 11.Financial assets available for sale (1) Financial assets available for sale Unit: Yuan Item Period-end fair value Period-beginning fair value Bonds available for sale Equity instruments available for sale 682,076.92 587,411.44 Others Total 682,076.92 587,411.44 The amount of held-to-maturity investments that are reclassified as financial assets available for sale is RMB 0.00, with a proportion of 0% in the total reclassified held-to-maturity investment. 123 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Notes on financial assets available for sale: (2) Long-term bond investment in the financial assets available for sale Unit: Yuan Accumulate Initial Period-begi Interest of Type of d interest Period-end Bond Face value investment Due date nning the current bonds receivable balance cost balance period or received Total -- -- 0.00 -- 0.00 0.00 0.00 0.00 Notes on long-term bond investment in the financial assets available for sale: 12. Held-to-maturity investment (1) Held-to-maturity investment Unit: Yuan Item Period-end book balance Period-beginning book balance Total 0.00 0.00 Notes on held-to-maturity investment: (2) Sold but undue held-to-maturity investment in the report period Unit: Yuan Percentage in the initial amount of investment Item Amount (%) Total 0.00 -- Notes on sold but undue held-to-maturity investment in the report period 13. Long-term accounts receivable Unit: Yuan Type Period-end amount Period-beginning amount Financing lease 124 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Type Period-end amount Period-beginning amount Including: unrealized financing incomes Goods sold by installment Services provided by installment Others Total 0.00 0.00 125 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 14. Investment on joint ventures and joint operation enterprises Unit: Yuan Voting Name of the Total net assets Total operating Type of Place of Legal Nature of Registered Shareholding proportion in Total assets at Total liabilities at Net profits of the invested Currency at the period income of the company registration person business capital proportion the invested the period end the period end current period company end current period company I. Joint ventures II. Joint operation enterprises Shenzhen SEG Joint stock Hu Shenzhen Manufacturing 89667.15 RMB 22.45% 22.45% 334,763,056.75 110,035,335.83 224,727,720.92 -2,117,630.25 Samsung Co., company Jianping Ltd. Shenzhen SEG Orient Limited Service Industrial liability Shenzhen 200 RMB 20% 20% 186,386.42 673,744.50 -487,358.08 industry Development company Co., Ltd. Shanghai SEG Limited Service Electronic liability Shanghai 500 RMB 35% 35% 51,485,476.64 34,702,914.70 16,782,561.94 19,142,652.35 1,693,321.12 industry Market Co., company Ltd. Notes on the significant differences of main accounting policies and accounting estimates between the joint ventures and joint operation enterprises and the Company 126 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 15. Long-term equity investment (1) Details on long-term equity investments Unit: Yuan Notes on the Share-holding Voting inconsistency Impairment Cash Initial Invested Accounting Period-beginn Increase or Period-end proportion in proportion in between the Impairment provision dividends of investment organization method ing balance decrease balance the invested the invested proportion of provision accrued in the the current cost unit (%) company (%) shares and current period period voting rights Shanghai SEG the equity Electronic 1,750,000.00 8,780,863.41 592,662.39 9,373,525.80 35% 35% method Market Co., Ltd. Shenzhen SEG the equity 215,645,740.5 109,816,748.3 109,341,240.4 -475,507.86 22.45% 22.45% Samsung Co., method 6 5 9 Ltd. Shenzhen SEG Orient the equity Industrial 400,000.00 0.00 20% 20% method Development Co., Ltd. Nanjing the cost Shangsha 280,000.00 280,000.00 280,000.00 0.68% 0.68% method Co., Ltd. Shenzhen the cost Tianji 105,000.00 105,000.00 105,000.00 105,000.00 method Optoelectroni 127 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Notes on the Share-holding Voting inconsistency Impairment Cash Initial Invested Accounting Period-beginn Increase or Period-end proportion in proportion in between the Impairment provision dividends of investment organization method ing balance decrease balance the invested the invested proportion of provision accrued in the the current cost unit (%) company (%) shares and current period period voting rights c Technology Industrial Co., Ltd. Anshan Yibai the cost 15,000.00 15,000.00 15,000.00 Co., Ltd. method Shenzhen SEG GPS the cost Scientific 8,275,321.43 13,515,392.83 13,515,392.83 12.5% 12.5% method Navigations Co., Ltd. Shenzhen SEG Telecom the cost 3,679,217.22 3,679,217.22 3,679,217.22 99.17% 99.17% 3,679,217.22 Equipment method Co., Ltd. 230,150,279.2 136,192,221.8 136,309,376.3 Total -- 117,154.53 -- -- -- 3,784,217.22 0.00 0.00 1 1 4 128 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (2) Restricted capability to transfer capitals to invested enterprises Unit: Yuan Long-term equity investment projects Accumulated amount of the with restricted capability to transfer Reason for being restricted unconfirmed investment losses in the capitals to invested enterprises current period Notes on long-term equity investment: 16. Investment properties (1) Investment properties calculated by costs √ Applicable □ Not applicable Unit: Yuan Period-beginning book Increase in the current Decrease in the Item Period-end book balance balance period current period I. Total original book 710,910,814.25 0.00 0.00 710,910,814.25 value 1. Houses and 705,673,301.76 705,673,301.76 buildings 2. Land use right 5,237,512.49 5,237,512.49 II. Accumulated depreciation or 191,971,443.98 9,538,468.03 0.00 201,509,912.01 accumulated amortization in total 1. Houses and 190,481,118.50 9,493,230.43 199,974,348.93 buildings 2. Land use right 1,490,325.48 45,237.60 1,535,563.08 III. Total book value of investment 518,939,370.27 -9,538,468.03 0.00 509,400,902.24 properties 1. Houses and 515,192,183.26 -9,493,230.43 505,698,952.83 buildings 2. Land use right 3,747,187.01 -45,237.60 3,701,949.41 129 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-beginning book Increase in the current Decrease in the Item Period-end book balance balance period current period IV. Total accumulated impairment provision 0.00 0.00 0.00 0.00 for investment properties 1. Houses and buildings 2. Land use right V. Total book value of investment 518,939,370.27 -9,538,468.03 0.00 509,400,902.24 property 1. Houses and 515,192,183.26 -9,493,230.43 505,698,952.83 buildings 2. Land use right 3,747,187.01 -45,237.60 3,701,949.41 Unit: Yuan Amount of the current period Depreciation and amortized amount of the current period 9,538,468.03 Impairment provision amount for the investment properties of the current period (2) Investment properties calculated by fair value □ Applicable □ Not applicable Notes on the investment properties of which the measurement mode has been changed and that have not gained the property right certificate and explanations of the reason for not gaining the property right certificate and the estimated time to gain the property right certificate: 17. Fixed assets: (1) Information on fixed assets Unit: Yuan Period-beginning Decrease in the Period-end book Item Increase in the current period book balance current period balance I. Total original book value 112,028,717.80 1,103,962.96 124,808.00 113,007,872.76 Including: houses and 48,303,175.02 48,303,175.02 buildings Machinery equipment 28,799,896.39 28,799,896.39 130 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-beginning Decrease in the Period-end book Item Increase in the current period book balance current period balance Transportation carriers 3,605,242.24 576,415.00 11,800.00 4,169,857.24 Electronic equipment 29,340,291.29 396,735.00 113,008.00 29,624,018.29 Other equipment 1,980,112.86 130,812.96 2,110,925.82 Increase in the Provision of the Decrease in the Ending balance Period-beginning current period current period current period -- of the current book balance period II. Total accumulated 66,101,672.06 0.00 2,280,797.78 118,612.45 68,263,857.39 depreciation: Including: houses and 24,181,416.23 434,569.58 24,615,985.81 buildings Machinery equipment 24,266,200.12 1,063,277.16 25,329,477.28 Transportation carriers 1,662,283.69 234,261.31 11,800.00 1,884,745.00 Electronic equipment 15,358,842.59 487,298.40 106,812.45 15,739,328.54 Other equipment 632,929.43 61,391.33 694,320.76 Ending balance Period-beginning -- -- of the current book balance period III. Total net book value of 45,927,045.74 -- 44,744,015.37 fixed assets Including: houses and 24,121,758.79 -- 23,687,189.21 buildings Machinery equipment 4,533,696.27 -- 3,470,419.11 Transportation carriers 1,942,958.55 -- 2,285,112.24 Electronic equipment 13,981,448.70 -- 13,884,689.75 Other equipment 1,347,183.43 -- 1,416,605.06 IV. Total impairment 0.00 -- 0.00 provision Including: houses and -- buildings Machinery equipment -- Transportation carriers -- 131 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-beginning Decrease in the Period-end book Item Increase in the current period book balance current period balance Electronic equipment -- Other equipment -- V. Total book value of 45,927,045.74 -- 44,744,015.37 fixed assets Including: houses and 24,121,758.79 -- 23,687,189.21 buildings Machinery equipment 4,533,696.27 -- 3,470,419.11 Transportation carriers 1,942,958.55 -- 2,285,112.24 Electronic equipment 13,981,448.70 -- 13,884,689.75 Other equipment 1,347,183.43 -- 1,416,605.06 The depreciation amount of the current period is RMB 2,280,797.78. The amount transferred from construction in progress to fixed assets is RMB 0 yuan. (2) Temporarily idle fixed assets Unit: Yuan Accumulated Impairment Item Initial book value Net book value Remarks depreciation provision Houses and 0.00 buildings Machinery 0.00 equipment Transportation 0.00 carriers (3) Fixed assets leased by financing lease □ Applicable □ Not applicable (4) Fixed assets rented out by operating lease □ Applicable □ Not applicable 132 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (5) Fixed assets held to be sold at the end of the current period Unit: Yuan Estimated disposal Estimated disposal Item Net book value Fair value cost time (6) Fixed assets not gaining the property right certificate Reason for not gaining the property Anticipated time to gain the property Item right certificate right certificate Houses and buildings 2856809.16 Incomplete formalities Notes on fixed assets: 18. Construction in progress (1) Unit: Yuan Period-end amount Period-beginning amount Item Impairment Net book Impairment Book balance Book balance Net book value provision value provision Office Information System 42,750.00 42,750.00 Engineering Total 0.00 0.00 0.00 42,750.00 0.00 42,750.00 133 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (2) Changes in major construction in progress Unit: Yuan Including: accumulated Interest Accumulated Increase in Proportion of amount of capitalization Period-begin Changed to Other amount of Source of Period-end Project name Budget the current cost in the Progress interest rate in the ning amount fixed assets decreases interest capital amount period budget (%) capitalization current capitalization in the current period (%) period Total 0.00 0.00 0.00 0.00 0.00 -- -- 0.00 0.00 -- -- 0.00 Notes on the changes in projects of major construction in progress: 134 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (3) Impairment provision for construction in progress Unit: Yuan Increase in the Decrease in the Period-beginning Accrual reason Item current period current period Period-end amount amount Total 0.00 0.00 0.00 0.00 -- (4) Progress of major construction in progress Item Progress Remarks (5) Notes on construction in progress 19. Engineering materials Unit: Yuan Period-beginning Increase in the Decrease in the Item Period-end amount amount current period current period Total 0.00 0.00 0.00 0.00 Notes on engineering materials: 20. Disposal of fixed assets Unit: Yuan Period-beginning book Item Ending book value Reason for disposal value Total 0.00 0.00 -- Notes on the progress of fixed assets disposal with duration of over one year: 135 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 21. Productive biological assets (1) Calculated by costs □ Applicable √ Not applicable (2) Calculated by fair value □ Applicable √ Not applicable 22. Oil & gas assets Unit: Yuan Period-beginning Increase in the current Decrease in the current Period-end book Item book balance period period balance I. Total original book value 1. Proved mining equity 2. Unproved mining equity 3. Shafts and relevant facilities II. Total accumulated depreciation: 1. Proved mining equity 2. Shafts and relevant facilities III. Accumulated impairment provision for oil and gas assets 1. Proved mining equity 2. Unproved mining equity 3. Shafts and relevant facilities IV. Total book value of oil 0.00 0.00 and gas assets 1. Proved mining equity 2. Unproved mining equity 3. Shafts and relevant facilities Notes on oil and gas assets: 136 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 23. Intangible assets (1) Information on intangible assets Unit: Yuan Period-beginning Increase in the current Decrease in the current Period-end book Item book balance period period balance I. Total original book 2,126,735.24 45,749.00 0.00 2,172,484.24 value (1) UFIDA Software 616,476.00 616,476.00 (2) KOA Software 1,280,500.00 42,750.00 1,323,250.00 (3) Money collection 70,000.00 2,999.00 72,999.00 software (4) Land use right 159,759.24 159,759.24 II. Accumulated 1,565,293.37 101,388.59 0.00 1,666,681.96 amortization (1) UFIDA Software 491,228.89 10,628.88 501,857.77 (2) KOA Software 962,255.80 77,194.98 1,039,450.78 (3) Money collection 65,333.17 12,051.53 77,384.70 software (4) Land use right 46,475.51 1,513.20 47,988.71 III. Book value of 561,441.87 -55,639.59 0.00 505,802.28 intangible assets (1) UFIDA Software 125,247.11 -10,628.88 0.00 114,618.23 (2) KOA Software 318,244.20 -34,444.98 0.00 283,799.22 (3) Money collection 4,666.83 -9,052.53 0.00 -4,385.70 software (4) Land use right 113,283.73 -1,513.20 0.00 111,770.53 IV. Total impairment 0.00 0.00 0.00 0.00 provision (1) UFIDA Software (2) KOA Software (3) Money collection software (4) Land use right 137 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-beginning Increase in the current Decrease in the current Period-end book Item book balance period period balance V. Total book value of 561,441.87 -55,639.59 0.00 505,802.28 intangible assets (1) UFIDA Software 125,247.11 -10,628.88 0.00 114,618.23 (2) KOA Software 318,244.20 -34,444.98 0.00 283,799.22 (3) Money collection 4,666.83 -9,052.53 0.00 -4,385.70 software (4) Land use right 113,283.73 -1,513.20 0.00 111,770.53 The amortization of the current period is RMB 101,388.59. (2) Development project expenditure of the Company Unit: Yuan Decrease in the current period Period-beginning Increase in the Item Recorded into Period-end amount amount current period Determined as losses and gains of intangible assets the current period Total 0.00 0.00 0.00 0.00 0.00 The proportion of the development expenditure in the total amount of R&D project expenditure of the current period The proportion of intangible assets generated in the internal research and development of the Company in the period-end book value of intangible assets Notes on the Company's development projects, including the projects with individual value of over RMB 1 million and recorded on the basis of the assessed value, for which the name of evaluation organizations and the evaluation methods should be disclosed: (3) Intangible assets not gaining the property right certificate 138 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 24. Goodwill Unit: Yuan Name of the invested unit or Period-end Period-beginning Increase in the Decrease in the Period-end the item contributing to a impairment balance current period current period balance goodwill provision Changsha SEG Development 10,328,927.82 10,328,927.82 Co., Ltd. Total 10,328,927.82 0.00 0.00 10,328,927.82 0.00 Impairment test methods of goodwill and accrual methods of impairment provision: The Company purchased 46% of the equity of Changsha SEG Development Co., Ltd. at the price of RMB 69,000,000 in March 2009. The book value of net assets of Changsha SEG Development Co., Ltd. was RMB 57,508,384.14 then. After evaluation of the value added, the fair value of net assets of Changsha SEG Development Co., Ltd. was RMB 127,545,809.08. Thus, a goodwill amounting to 10,328,927.82 was formed.Long-term expenses to be apportioned Unit: RMB Yuan Increase during Amortization of Period-beginnin Other Period-end Reason for Item the current the current g amount decreases amount other decreases period period Renovation cost 38,736,168.31 1,991,191.57 3,577,445.60 37,149,914.28 Firefighting system 618,947.67 108,208.14 510,739.53 renovation Land price for Block B and 470,759.19 564,911.02 -94,151.83 market supporting fee Others 1,575,162.60 761,380.17 813,782.43 Total 39,825,875.17 3,566,354.17 5,011,944.93 0.00 38,380,284.41 -- Notes on Long-term expenses to be apportioned: 25. Deferred income tax assets and liabilities (1) The deferred income tax assets and liabilities are not listed as the net amount after offset. √ Applicable □ Not applicable Deferred income tax assets and liabilities that have been confirmed Unit: RMB Yuan Item Period-end amount Period-beginning amount Deferred income tax assets 139 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Asset impairment provision Organization costs Deductible loss Bad debt provision 8,850,374.98 8,850,374.98 Inventory impairment provision Impairment provision for long-term equity investment 919,804.30 919,804.30 Impairment provision for fixed assets Impairment provision for investment properties Impairment provision for intangible assets Difference in amortization of rent cost Temporary difference caused by prepaid rent received Subtotal 9,770,179.28 9,770,179.28 Deferred income tax liabilities Valuation of trading and derivative financial instruments Changes in the fair value of financial assets available for sale, which is accrued as capital 147,917.98 124,251.61 public reserve Change in the fair value of houses and buildings due to mergers (by evaluating the 19,741,799.15 20,296,262.09 increase in value) Subtotal 19,889,717.13 20,420,513.70 Details of deferred income tax assets that are not confirmed. Unit: RMB Yuan Item Period-end amount Period-beginning amount Deductible temporary difference Deductible loss 38,392,074.34 38,392,074.34 Bad debt provision for accounts receivable 11,004,446.26 11,004,128.86 Impairment provision for loans and advances 685,111.06 35,700.00 140 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Period-end amount Period-beginning amount Impairment provision for long-term equity investment 105,000.00 105,000 Total 50,186,613.66 49,536,903.20 The deductible loss of the deferred income tax assets that are not confirmed will be due in the following years, as shown in the table below. Unit: RMB Yuan Year Period-end amount Period-beginning amount Remarks Total -- Details of taxable difference and deductible difference Unit: RMB Yuan Amount of temporary difference Item Period end Period beginning Taxable difference Subtotal Deductible difference Subtotal (2) The deferred income tax assets and liabilities are listed as the net amount after offset. □ Applicable □ Not applicable Notes on deferred income tax assets and liabilities: 26. Details of asset impairment provision Unit: RMB Yuan Decrease in the current period Period-beginning Increase in the Period-end Item book balance current period book balance Write back Write off Bad debt provision 46,405,628.78 317.40 46,405,946.18 141 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Inventory impairment 0.00 0.00 0.00 0.00 0.00 provision Impairment provision for financial assets available for sale Impairment provision for held-to-maturity investments Impairment provision for 3,784,217.22 0.00 3,784,217.22 long-term equity investment Impairment provision for 0.00 0.00 0.00 investment properties Impairment provision for 0.00 0.00 fixed assets Impairment provision for project materials Impairment provision for 0.00 0.00 0.00 construction in progress Impairment provision for productive biological assets Including: Impairment provision for mature productive biological assets Impairment provision for oil and gas assets Impairment provision for 0.00 0.00 0.00 intangible assets Impairment provision for 0.00 goodwill Others 35,700.00 649,411.06 685,111.06 Total 50,225,546.00 649,728.46 0.00 0.00 50,875,274.46 Statement of impairment of assets: 27. Other non-current assets Unit: RMB Yuan Item Period-end amount Period-beginning amount 142 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Total 0.00 0.00 Notes on other non-current assets: 28. Short-term loans (1) Types of short-term loans Unit: RMB Yuan Item Period-end amount Period-beginning amount Pledge loans Mortgage loans Guaranteed loans Credit loans Total 0.00 0.00 Notes on the types of short-term loans: (2) Information on unpaid overdue short-term loans Unit: RMB Yuan Reason for overdue Expected repayment Lending unit Amount Interest rate Uses of loans repayment day Total 0.00 -- -- -- -- Amount paid after the issuance of the balance sheet Notes on short-term loans: for the unpaid overdue short-term loans that obtains rollover, the rollover conditions and new expiration date must be specified. 29. Trading financial liabilities Unit: RMB Yuan Item Period-end fair value Period-beginning fair value Trading bond issued Financial liabilities measured by fair value and with changes included in the current gains or loss 143 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Derivative financial liabilities Other financial liabilities Total 0.00 0.00 Notes on trading financial liabilities: 30. Notes payable Unit: RMB Yuan Type Period-end amount Period-beginning amount Commercial acceptance bill Bank acceptance bill Total 0.00 0.00 The amount (unit: yuan) that will be due in the next accounting period Notes on notes payable: 31. Accounts payable (1) Unit: RMB Yuan Item Period-end amount Period-beginning amount Less than one year 5,904,406.77 12,053,220.26 1-2 years 4,500.40 987,886.48 2-3 years 45,038.73 6,423.50 Over 3 years 8,991.00 Total 5,962,936.90 13,047,530.24 (2) Accounts due to be paid to shareholder units that hold 5% or more voting shares in the accounts payable in the report period □ Applicable □ Not applicable Notes on large amount accounts payable aged over one year: 144 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 32. Advances (1) Unit: RMB Yuan Item Period-end amount Period-beginning amount Less than one year 137,353,766.23 149,612,101.25 1-2 years 9,140,343.05 8,559,541.23 2-3 years 5,000.00 Over 3 years Total 146,499,109.28 158,171,642.48 (2) Advances due to be collected from shareholder units that hold 5% or more voting shares in the advances in the report period □ Applicable □ Not applicable Notes on large amount advances aged over one year: 33. Wages payable Unit: RMB Yuan Period-beginning book Increase in the current Decrease in the current Period-end book Item balance period period balance Wages, bonuses, allowances and 8,869,993.65 6,978,958.57 11,836,178.69 4,012,773.53 subsidies Benefits of 567,342.40 246,951.40 320,391.00 employees Social insurance 5,488.77 281,904.36 281,904.36 5,488.77 premiums Housing fund 152,020.69 148,950.06 157,756.56 143,214.19 Dismissal benefits 78,430.00 78,430.00 0.00 Others 996,027.05 220,054.30 530,032.08 686,049.27 Labor union and employee 294,642.49 232,357.17 84,180.36 442,819.30 education expenditures Total 10,318,172.65 8,507,996.86 13,215,433.45 5,610,736.06 145 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-beginning book Increase in the current Decrease in the current Period-end book Item balance period period balance Arrears in the wages payable to employees Compensation about labor union and employee education expenditures and non-monetary benefits should be paid upon the termination of employment relation. Notes on the expected paying time and amount of wages payable to employees: 34. Taxes payable Unit: RMB Yuan Item Period-end amount Period-beginning amount Value-added tax 6,284,372.38 7,340,479.28 Consumption tax Operating tax -1,333,618.85 -2,886,340.40 Enterprise income tax 12,001,673.00 27,823,972.59 Individual income tax 981,618.90 2,429,952.30 Urban maintenance and construction tax 904.91 481,599.10 Education surtax -60,483.46 324,092.01 Stamp tax and water fund 80,726.70 65,538.81 Others 704,862.27 194,236.21 Housing property tax 709,863.92 1,157,243.50 Total 19,369,919.77 36,930,773.40 Notes on taxes payable: if the local tax authorities agree that the branches and plants dispense their payable taxes with each other, the calculation process of their payable taxes must be provided. 35. Interest payable Unit: RMB Yuan Item Period-end amount Period-beginning amount Interest for long-term loans of which the interests are paid by installments and the principal paid on maturity Enterprise bond interest 146 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Interest payable for short-term loans Total 0.00 0.00 Notes on interest payable: 36. Dividends payable Unit: RMB Yuan Reason for not paying dividends Name of company Period-end amount Period-beginning amount for over one year China Electronic Appliance 510,840.00 392,040.00 (Shenzhen) Co., Ltd. Shenzhen SEG Computers Co., 365,310.00 305,910.00 Ltd. Nanjing Shangsha Co., Ltd. 344,520.00 285,120.00 Shenzhen SEG Group Service 285,120.00 225,720.00 Co., Ltd. Individual shares 644,496.03 137,702.14 Others 70,223.27 70,223.27 A shares 3,881.48 3,881.48 B shares 45,698.54 45,698.54 Total 2,270,089.32 1,466,295.43 -- Notes on dividends payable: 37. Other accounts payable (1) Unit: RMB Yuan Item Period-end amount Period-beginning amount Less than one year 101,752,089.48 26,128,567.54 1-2 years 9,865,370.26 52,467,224.37 2-3 years 9,088,734.04 14,279,396.58 Over 3 years 6,900,989.06 17,993,974.40 147 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Total 127,607,182.84 110,869,162.89 (2) Accounts due to be paid to shareholder units that hold 5% or more voting shares in other accounts payable in the report period □ Applicable □ Not applicable (3) Notes on other large amount accounts payable aged over one year (4) Information on other large amount accounts payable 38. Anticipation liabilities Unit: RMB Yuan Period-beginning Increase in the current Decrease in the Item Period-end amount amount period current period External guarantee Unsettled lawsuits Product quality guarantee Restructuring obligations Dismissal benefits Loss contract to be executed Others Total 0.00 0.00 0.00 0.00 Notes on anticipation liabilities: 39. Non-current liabilities due within one year (1) Unit: RMB Yuan Item Period-end amount Period-beginning amount Long-term loans due within one year Payable bonds due within one year Long-term accounts payable due within one 148 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. year Total 0.00 0.00 (2) Long-term loans due within one year Long-term loans due within one year Unit: RMB Yuan Item Period-end amount Period-beginning amount Pledge loans Mortgage loans Guaranteed loans Credit loans Total The amount (unit: yuan) of overdue loans obtaining rollover in the long-term loans due within one year: Top five long-term loans due within one year Unit: RMB Yuan Period-end amount Period-beginning amount Loans Loans Interest rate Lending unit terminating Currency Amount in Amount in Amount in Amount in starting date (%) date foreign local foreign local currency currency currency currency Total -- -- -- -- -- 0.00 -- 0.00 Overdue loans in the long-term loans due within one year: Unit: RMB Yuan Reason for Annual interest Expected Lending unit Amount Expiration date Uses of loans overdue rate (%) repayment day repayment Total 0.00 -- -- -- -- -- Amount paid after the issuance of the balance sheet (unit: yuan). Notes on long-term loans due within one year: 149 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (3) Payable bonds due within one year Unit: RMB Yuan Period-beg Accrued Paid Period-end Bond Issuing Bond Issued inning interest of interest of Period-end Face value payable name date period amount payable the current the current balance interest interest period period Notes on payable bonds due within one year: (4) Long-term accounts payable due within one year Unit: RMB Yuan Period-end Conditions of a Lending unit Period Initial amount Interest rate (%) Accrued interest balance loan Notes on long-term accounts payable due within one year: 40. Other current liabilities Unit: RMB Yuan Item Period-end book balance Period-beginning book balance Government subsidies with particular purpose 260,000.00 0.00 Total 260,000.00 0.00 Notes on other current liabilities: 41. Long-term loans (1) Types of long-term loans Unit: RMB Yuan Item Period-end amount Period-beginning amount Pledge loans Mortgage loans Guaranteed loans Credit loans 150 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Total 0.00 0.00 Notes on the types of long-term loans: (2) Top five long-term loans Unit: RMB Yuan Period-end amount Period-beginning amount Loans Loans Interest rate Lending unit terminating Currency Amount in Amount in Amount in Amount in starting date (%) date foreign local foreign local currency currency currency currency Total -- -- -- -- -- 0.00 -- 0.00 Notes on long-term loans: for long-term loans that come from overdue loans obtaining rollover, the conditions of rollover, principal, interest and expected repayment arrangement must be specified. 42. Bonds payable Unit: RMB Yuan Period-beg Accrued Paid Period-end Bond Issuing Bond Issued inning interest of interest of Period-end Face value payable name date period amount payable the current the current balance interest interest period period Notes on bonds payable: the transfer conditions and time of the convertible bonds of the Company must be specified. 43. Long-term accounts payable (1) Information on top five long-term accounts payable Unit: RMB Yuan Period-end Conditions of a Unit Period Initial amount Interest rate (%) Accrued interest balance loan (2) Details of the financial lease outlay payable in the long-term accounts payable Unit: RMB Yuan Unit Period-end amount Period-beginning amount 151 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Foreign currency RMB Foreign currency RMB Total The amount guaranteed by an independent third party for the financial lease of the Company (unit: yuan): Notes on long-term accounts payable: 44. Special payables Unit: RMB Yuan Decrease in Period-beginning Increase in the Period-end Item the current Remarks amount current period amount period Total 0.00 0.00 -- Notes on special payables: 45. Other non-current liabilities Unit: RMB Yuan Item Period-end book balance Period-beginning book balance Total 0.00 0.00 Notes on other non-current liabilities, including government subsidies related to the assets and benefits during the report period and the period-end amount. 46. Share capital Unit: RMB Yuan Increase/decrease by (±) Period-beginn Period-end Capitalization ing amount New share amount Bonus share of public Others Subtotal offering reserve Sum of 784,799,010. 784,799,010. 0.00 shares 00 00 Notes on the share capital changes: if there is any capital increase or capital decrease during the report period, the name of the accounting firm that executes the capital verification and the number of capital verification report should be disclosed. Limited corporations with less than 3 years of operation need only to provide the information about net assets 152 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. for the years before incorporation. If a limited liability company changes to a joint stock company, the company must provide the capital verification information at the time of incorporation. 47. Treasury shares Notes on treasury shares 48. Special reserve Notes on special reserve 49. Capital public reserve Unit: RMB Yuan Period-beginning Increase in the current Decrease in the Item Period-end amount amount period current period Capital premium (capital 325,329,854.26 325,329,854.26 share premium) Other capital public reserve 81,660,598.71 47,271.21 0 81,707,869.92 Total 406,990,452.97 47,271.21 0 407,037,724.18 Notes on capital public reserve: 50. Surplus public reserve Unit: RMB Yuan Period-beginning Increase in the current Decrease in the Item Period-end amount amount period current period Statutory surplus reserve 102,912,835.67 102,912,835.67 Free surplus reserve Reserve fund Enterprise development fund Others Total 102,912,835.67 0.00 0.00 102,912,835.67 Notes on surplus public reserve: if the Company uses the surplus public reserve to increase the share capital, cover the deficit, or distribute dividends, related resolutions must be provided. 153 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 51. General risk provision Information on general risk provision: 52. Retained profits Unit: RMB Yuan Item Amount Accrual/Distribution Rate Retained profits of the end of the previous -142,006,368.05 -- year before adjustment Total year-beginning retained profits (+ for -- increase, - for decrease) after adjustment Year-beginning retained profit after -142006368.05 -- adjustment Plus: Net profits attributable to owners of 31,621,212.01 -- the parent company in the current period Less: Accrual of statutory surplus reserve Accrual of free surplus reserve Accrual of general risk provision Ordinary share dividends payable Ordinary share dividends converted to share capital Retained Profit at the end of the period -110,385,156.04 -- Details of the year-beginning retained profits after adjustment: 1. The year-beginning retained profits are influenced by the retroactive adjustment of Accounting Standard for Business Enterprises and its related new regulations (unit: yuan): 2. The year-beginning retained profits are influenced by the changes of accounting policies (unit: yuan): 3. The year-beginning retained profits are influenced by the correction of material accounting errors (unit: yuan): 4. The year-beginning retained profits are influenced by the changes of consolidation area under the control of a same entity (unit: yuan): 5. The year-beginning retained profits are influenced by other adjustments in total (unit: yuan): Notes on retained profits: for companies with the initial public offerings, if it is determined by the resolution of general meeting of shareholders that the accumulated profits before IPO will be shared by new and old shareholders, the company must give specific explanation. If the accumulated profits before IPO will be enjoyed by the old shareholders, the company must disclose the audited amount of profits to be enjoyed by the old shareholders in the dividends payable. 154 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 53. Operating income and operating cost (1) Operating income and cost Unit: RMB Yuan Amount incurred in the previous report Item Amount incurred in the report period period Main operating income 241,988,628.19 189,952,023.78 Other business income 13,453,197.71 Operating cost 175,042,563.79 139,750,385.92 (2) Main operating businesses (by industry) √ Applicable □ Not applicable Unit: RMB Yuan Amount incurred in the previous report Amount incurred in the report period period Name of company Operating income Operating cost Operating income Operating cost Electronic market and property 158,889,463.01 98,955,816.93 114,234,723.15 67,755,024.25 operation Storage and transportation 33,871,997.01 28,060,720.22 Trade 66,987,818.16 65,959,086.25 37,196,194.67 36,711,465.42 Hotel 8,425,425.54 6,665,455.52 4,625,408.95 3,874,273.06 E-commerce 2,475,490.66 2,839,487.13 23,700.00 3,276,036.78 Financial industry 5,210,430.82 622,717.96 Total 241,988,628.19 175,042,563.79 189,952,023.78 139,677,519.73 (3) Main operating businesses (by product) □ Applicable □ Not applicable (4) Main operating businesses (by region) √ Applicable □ Not applicable Unit: RMB Yuan Amount incurred in the previous report Amount incurred in the report period period Name of district Operating income Operating cost Operating income Operating cost 155 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Shenzhen 174,649,987.00 118,802,619.84 137,062,863.46 91,184,974.30 Xi’an 22,094,387.39 16,626,615.86 12,221,935.55 10,499,340.73 Su Zhou 18,136,242.91 14,423,396.20 16,949,208.82 14,072,223.94 Changsha 12,556,330.05 11,272,593.59 10,904,646.27 8,856,665.68 Nanjing 14,551,680.84 13,917,338.30 0.00 2,165,406.61 Overseas 12,813,369.68 12,898,908.47 Total 241,988,628.19 175,042,563.79 189,952,023.78 139,677,519.73 (5) Operating income from top five customers of the Company Unit: RMB Yuan Proportion in the total operating income of the Name of customer Main operating income Company (%) Shenzhen Runneng Digital Co., 33,239,564.27 13.74% Ltd. Shenzhen Shuojie Industrial 15,733,834.00 6.50% Co., Ltd. Samsung (China) Investment 10,221,928.79 4.22% Co., Ltd. Shenzhen Xinfeipu Network 5,667,600.52 2.34% Co., Ltd. Beijing Hanlinhui Information 3,874,139.34 1.60% Industry Co., Ltd. Total 68,737,066.92 28.41% Notes on operating income: 54. Contract project income □ Applicable □ Not applicable Notes on contract projects: 55. Operating tax and surcharges Unit: RMB Yuan Amount incurred in the Amount incurred in the Item Taxation standards report period previous report period 156 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Consumption tax Operating tax 8,796,693.62 7,475,756.19 Urban maintenance and 587,356.21 339,988.63 construction tax Education surtax 320,436.01 218,717.68 Resources tax Others 89,532.36 38,359.51 Total 9,794,018.20 8,072,822.01 -- Notes on operating tax and surcharges: 56. Income from change in fair value Unit: RMB Yuan Amount incurred in the report Amount incurred in the previous Sources of income from change in fair value period report period Trading financial assets Including: income of change of fair value generated by derivative financial instruments Trading financial liabilities Investment properties measured by fair value Others Total 0.00 0.00 Notes on income from change in fair value: 57. Investment income (1) Details of investment income Unit: RMB Yuan Amount incurred in the report Amount incurred in the previous Item period report period Long-term equity investment income by the cost method Long-term equity investment income by the 117,154.53 -4,552,269.39 equity method 157 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount incurred in the report Amount incurred in the previous Item period report period Income from disposal of long-term equity investments Income during the time of holding trading financial assets Income from held-to-maturity investments Income during the time of holding financial assets available for sale Income from disposal of trading financial assets Income from held-to-maturity investments Income from financial assets available for sale Others 7,736,995.67 Total 7,854,150.20 -4,552,269.39 (2) Long-term equity investment income calculated by the cost method Unit: RMB Yuan Amount incurred in Amount incurred in the Reason for increase or decrease Invested organization the previous report report period from the previous period period Total -- (3) Income from long-term equity investment calculated by the equity method Unit: RMB Yuan Amount incurred in Amount incurred in the Reason for increase or decrease Invested organization the previous report report period from the previous period period The company disposes the assets Shenzhen SEG Samsung Co., Ltd. -475,507.86 -5,669,357.38 income. Shanghai SEG Electronic Market 592,662.39 1,117,087.99 Co., Ltd. Total 117,154.53 -4,552,269.39 -- Notes on the investment income: if there is any major restriction on the repatriation of the investment income, the restriction must be specified. If there is no such major restriction, it should be specified, too. 158 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. There is no major restriction on the repatriation of the investment income. 58. Loss from asset impairment Unit: RMB Yuan Amount incurred in the report Amount incurred in the previous Item period report period 1. Loss from bad debts 317.40 0.00 2. Loss from inventory impairment 3. Loss from impairment of financial assets available for sale 4. Loss from impairment of held-to-maturity investments 5. Loss from impairment of long-term equity investment 6. Loss from impairment of investment properties 7. Loss from impairment of fixed assets 8. Loss from impairment of engineering materials 9. Loss from impairment of construction in progress 10. Loss from impairment of productive biological assets 11. Loss from impairment of oil and gas assets 12. Loss from impairment of intangible assets 13. Loss from goodwill impairment Others 649,411.06 0.00 Total 649,728.46 0.00 59. Non-operating income (1) Unit: RMB Yuan Amount incurred in the report Amount incurred in the previous Item period report period Total profit from disposal of non-current assets 100,000.00 159 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount incurred in the report Amount incurred in the previous Item period report period Including: profit from disposal of fixed assets 39,993.35 Profit from disposal of intangible assets Profit from debt restructuring Profit from transfer of non-monetary assets Income from donations Government subsidies 340,000.00 0.00 Accounts not required to be paid 1,116,961.25 Income from lawsuits Others 317,899.85 262,863.65 Total 1,774,861.10 362,863.65 (2) Details of government subsidiaries Unit: RMB Yuan Amount incurred in the Amount incurred in the Item Remarks report period previous report period Special development funds for biology, Internet and new energy 240,000.00 industries of Shenzhen Supporting funds gained from the Commerce Department of 100,000.00 Hunan Province Total 340,000.00 0.00 -- Notes on non-operating income: 60. Non-operating expenses Unit: RMB Yuan Amount incurred in the report Amount incurred in the Item period previous report period Total disposal loss of non-current assets 4,034.65 23683.12 Including: disposal loss of fixed assets 4,034.65 22,683.12 160 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount incurred in the report Amount incurred in the Item period previous report period Disposal loss of intangible assets 0.00 Loss from debt restructuring Loss from transfer of non-monetary assets Donation expenses Including: charitable donation expenses Abnormal loss 16,100.00 Shops compensation loss 1,848.00 Others 23,205.11 16,177.74 Total 45,187.76 38,860.86 Notes on non-operating expenses: 61. Income tax Unit: RMB Yuan Amount incurred in the report Amount incurred in the Item period previous report period Income tax of the current period calculated according to 12,039,472.47 12,050,328.17 tax laws and relevant regulations Deferred income tax 530,796.57 417,698.65 Total 12,570,269.04 12,468,026.82 62. Calculation process for basic EPS and diluted EPS Item Amount of the Amount of the previous year current year Net profit attributable to common shareholders of the Company 31,621,212.01 26,332,388.35 (P1) Non-recurring gains and losses 856,137.80 188,334.57 Net profit (P2) attributable to common shareholders of the 30,765,074.21 26,144,053.78 Company after deduction of non-recurring losses and gains 161 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Amount of the Amount of the previous year current year Period-beginning shares in total (S0) 784,799,010.00 784,799,010.00 Shares increased because the capital public reserve is transferred to share capital or share dividends are distributed (S1) Shares increased because new shares are issued or liabilities are transferred to shares (Si) Shares decreased due to repurchases (Sj) Shares merged (Sk) Month No. of the report period (M0) Months from the next month after shares are increased to the end of the report period (Mi) Months from the next month after shares are decreased to the end of the report period (Mj) Weighted average of common shares 784,799,010.00 784,799,010.00 (S1=S0+S1+Si×Mi÷M0-Sj×Mj÷M0-Sk) Basic earnings per Net profit attributable to common 0.0403 0.0335 share shareholders of the Company (=P1÷S1) Net profit attributable to common 0.0392 0.0333 shareholders of the Company after deduction of the non-recurring losses and gains (=P2÷S1) Diluted earnings per Net profit attributable to common 0.0403 0.0335 share shareholders of the Company (=[P1+(interest of diluted potential common shares recognized as expense – conversion costs) x (1 – income tax rate)] / (S0+S1+Si×Mi÷M0 – Sk+ weighted average of common shares such as certificated shares, security options, and convertible bonds) Net profit attributable to common 0.0392 0.0333 shareholders of the Company after deduction of the non-recurring losses and gains (=[P2 + (interest of diluted potential common shares recognized as expense – conversion costs) x (1 - income tax rate)] / (S0+S1+Si×Mi÷M0 – Sk+ weighted average of common shares such as certificated shares, security options, 162 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Item Amount of the Amount of the previous year current year and convertible bonds) 63. Other comprehensive income Unit: RMB Yuan Amount incurred in the report Amount incurred in the Item period previous report period 1. Gains (losses) from financial assets available for sale 94,665.48 -64,323.98 Less: influence of income tax incurred from financial 23,666.37 -15,437.76 assets available for sale Net gains and losses recorded into other consolidated income in the previous period and transferred back in the current period Subtotal 70,999.11 -48,886.22 2. Enjoyed shares of other consolidated income of invested units by the equity method Less: influence on income tax by enjoyed shares of other consolidated income of invested units by the equity method Net gains and losses recorded into other consolidated income in the previous period and transferred back in the current period Subtotal 0.00 0.00 3. Profit (or loss) from hedging instruments of cash flows Less: influence on income tax by hedging instruments of cash flows Net gains and losses recorded into other consolidated income in the previous period and transferred back in the current period Adjustment of the initial confirmed amount transferred as arbitraged items Subtotal 0.00 0.00 4. Translation difference of the financial statements in 89,449.29 foreign currency 163 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount incurred in the report Amount incurred in the Item period previous report period Less: net gains and losses transferred in from disposal of overseas assets in the current period Subtotal 89,449.29 5. Others Less: influence on income tax by others recorded into other consolidated income Net amount of others recorded into other consolidated income in the previous period and transferred back in the current period Subtotal 0.00 0.00 Total 70,999.11 40,563.07 Notes on other comprehensive income: 64. Notes on the cash flow statement (1) Other cash received concerning operating activities Unit: RMB Yuan Item Amount Money collected on behalf of others (shops payment) 166,057,148.96 Incomings and outgoings 90,759,416.75 Interest income 3,700,901.74 Non-operating income 828,198.84 Total 1,439,805,666.29 Notes on other cash received concerning operating activities: (2) Other cash paid concerning operating activities Unit: RMB Yuan Item Amount Money paid on behalf of others (shops payment) 162,275,752.05 Incomings and outgoings 52,339,167.73 164 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Cash expenses 14,447,061.40 Non-operating expenses 36,120.90 Notes on other cash paid concerning operating activities (3) Other cash received concerning investment activities Unit: RMB Yuan Item Amount Total 0.00 Notes on other cash received concerning investment activities: (4) Other cash paid concerning investment activities Unit: RMB Yuan Item Amount Total 0.00 Notes on other cash paid concerning investment activities: (5) Other cash received concerning financing activities Unit: RMB Yuan Item Amount Total 0.00 Notes on other cash received concerning financing activities: (6) Other cash paid concerning financing activities Unit: RMB Yuan Item Amount Total 0.00 Notes on other cash paid concerning financing activities: 165 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 65. Supplementary information to cash flow statement (1) Supplementary information to the cash flow statement Unit: RMB Yuan Supplementary materials Amount of the current period Amount of the previous period 1. Reconciliation of net profit to cash flows from -- -- operating Net profit 37,918,630.15 28,021,679.64 Plus: asset impairment provision 649,728.46 0.00 Depreciation of fixed assets, oil & gas assets and 11,819,265.81 14,729,463.00 productive biological assets Amortization of intangible assets 101,388.59 94,779.80 Amortization of long-term expenses to be apportioned 5,011,944.93 3,563,794.10 Loss from disposal of fixed assets, intangible assets, 4,034.65 -45,316.88 and other long-term assets (profit is marked with "-") Loss from scrapping of fixed asset (profit is marked with "-") Loss from change in fair value (profit is marked with "-") Financial expenses (profit is marked with "-") -5,185,253.01 Loss from investment (profit is marked with "-") -7854150.20 4,552,269.39 Decrease of deferred income tax assets (profit is 987,599.35 marked with "-") Increase of deferred income tax liabilities (decrease is -530,796.57 -569,900.70 marked with "-") Decrease of inventories (increase is marked with "-") -1,610,794.33 3,274,836.79 Decrease of operating accounts receivable (increase -71,282,957.41 -25,559,760.22 is marked with "-") Increase of operating accounts payable (decrease is -24,497,396.81 -6,609,233.68 marked with "-") Others -4,680,596.16 585,722.03 Net cash flow arising from operating activities -50,775,759.58 23,025,932.62 2. Investing and financing activities not involving cash -- -- 166 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Supplementary materials Amount of the current period Amount of the previous period receipts and payments Conversion of debt into capital Convertible bonds due within one year Fixed assets acquired by financing lease 3. Net increase in cash and cash equivalents -- -- Cash at the end of the period 579,166,521.47 Less: cash at the beginning of the period 644,439,198.78 572,818,178.75 Plus: cash equivalents at the end of the period Less: cash equivalents at beginning of the period Net increase in cash and cash equivalents -65,272,677.31 22,324,721.52 (2) Related information about acquisition or disposal of subsidiaries and other operating units in the current period Unit: RMB Yuan Amount incurred in the report Amount incurred in the previous Supplementary materials period report period I. Related information about acquired subsidiaries and -- -- other operating units 1. Price for acquisition of subsidiaries and other operating units 2. Cash or cash equivalents paid for acquisition of subsidiaries and other operating units Less: cash or cash equivalents held by subsidiaries and other operating units 3. Net cash paid for acquisition of subsidiaries and 0.00 0.00 other operating units 4. Net assets of the acquired subsidiaries 0.00 0.00 Current assets Non-current assets Current liabilities Non-current liabilities 167 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount incurred in the report Amount incurred in the previous Supplementary materials period report period II. Related information about disposed subsidiaries -- -- and other operating units 1. Price for disposal of subsidiaries and other operating units 2. Cash or cash equivalents obtained by disposal of subsidiaries and other operating units Less: cash or cash equivalents held by subsidiaries and other operating units 3. Net cash received from disposal of subsidiaries and 0.00 0.00 other operating units 4. Net assets of the disposed subsidiaries 0.00 0.00 Current assets Non-current assets Current liabilities Non-current liabilities (3) Composition of cash and cash equivalents Unit: RMB Yuan Item Period-end amount Period-beginning amount I. Cash 579,166,521.47 644,439,198.78 Including: cash on hand 375,938.98 355,217.98 Bank deposits available for payment at any time 578,790,582.49 644,074,821.13 Other monetary capital available for payment at any 9,159.67 time Accounts in the central bank available for payment Accounts deposited in the enterprises of the same industry Accounts borrowed from the enterprises of the same industry II. Cash equivalents Including: bond investments due within 3 months III. Period-end balance of cash and cash equivalents 579,166,521.47 644,439,198.78 Notes on supplementary information to the cash flow statement: 168 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 66. Notes on statement on changes of owners' equity Notes on the names, adjustment amount, retroactive adjustment caused by mergence of enterprises under the control of a same entity of the adjustment of "Other" projects on ending balance of the previous year: (VIII) Accounting Treatment of Assets Securitization 1. Information on the main transaction arrangement, related accounting treatment and bankruptcy isolation terms of the assets securitization business. 2. Information on SPE that the Company bear their risks but does not control over Unit: RMB Yuan Operating Total assets at Total liabilities at Period-end net Net profits of the Name income of the Remarks the period end the period end assets current period current period 169 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (IX) Related Parties and Relevant Transactions 1. Information on the Company’s parent company Unit: RMB Yuan Share-holding Voting right Name of Final control Place of Legal Nature of Registered proportion of proportion of Organization parent Relations Type of company Currency party of the registration representative business capital the parent the parent code company Company company (%) company (%) Shenzhen Controlling Limited liability SEG Group Shenzhen Sun Shengdian State-owned 1,355,420,000.00 RMB 30.24% 30.24% 19218093-0 shareholder company Co., Ltd. Notes on the situations of the parent company: 2. Information on subsidiaries of the Company Unit: RMB Yuan Full name of Type of Place of Legal Nature of Registered Share-holding Voting right Organization Type of company Currency subsidiary subsidiary registration representative business capital proportion (%) proportion (%) code Xi’an SEG Limited liability Service Electronic Market Subsidiary Xi’an Li Lifu 300.00 RMB 65% 65% 74283072-4 company industry Co., Ltd. Shenzhen SEG Electronics Market Limited liability Service Subsidiary Shenzhen Liu Zhijun 300.00 RMB 70% 70% 77413117-8 Management Co., company industry Ltd. 170 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Full name of Type of Place of Legal Nature of Registered Share-holding Voting right Organization Type of company Currency subsidiary subsidiary registration representative business capital proportion (%) proportion (%) code Suzhou SEG Limited liability Service Electronic Market Subsidiary Su Zhou Zheng Dan 300.00 RMB 45% 45% 78205845-X company industry Co., Ltd. Shenzhen SEG Baohua Enterprise Company limited by Service Subsidiary Shenzhen Li Lifu 3,080.88 RMB 66.58% 66.58% 19219334-4 Development Co., shares industry Ltd. Shenzhen SEG Industrial Limited liability Service Subsidiary Shenzhen Li Lifu 2,550.00 RMB 91.79% 91.79% 19219150-9 Investment Co., company industry Ltd. Changsha SEG Limited liability Service Development Co., Subsidiary Changsha Zhu Longqing 3,500.00 RMB 46% 51% 616600581 company industry Ltd. Shenzhen Mellow Orange Business Indirect Limited liability Service Hotel Shenzhen Bo Hongxi 1,000.00 RMB 66.58% 66.58% 69556368-5 subsidiary company industry Management Co., Ltd. Shenzhen SEG Limited liability Financial Subsidiary Shenzhen Wang Li 15,000.00 RMB 51.7064% 51.7064% 58792690-1 Credit Co., Ltd. company industry Shenzhen SEG Limited liability E-Commerce Co., Subsidiary Shenzhen Liu Zhijun E-commerce 4,800.00 RMB 51% 51% 56854637-2 company Ltd. Shenzhen SEG Electronics Market Limited liability Service Subsidiary Nanjing Zhu Longqing 2,000.00 RMB 100% 100% 57158102-1 Management Co., company industry Ltd. Xi’an Hairong SEG Limited liability Service Electronic Market Subsidiary Xi’an Li Lifu 300.00 RMB 51% 51% 57843107-7 company industry Co., Ltd. 171 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 3. Information on the joint ventures and joint operation enterprises of the Company Unit: RMB Yuan Voting Total Name of the proportion Total liabilities Total net operating Net profits of Type of Place of Legal Nature of Registered Shareholding Total assets at Organization invested Currency in the at the period assets at the income of the the current Relations company registration representative business capital proportion the period end code company invested end period end current period company period I. Joint -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- ventures II. Joint operation -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- enterprises Shenzhen Joint Joint SEG 334,763,056.7 110,035,335.8 224,727,720.9 -2,117,630.2 stock Shenzhen Hu Jianping Manufacturing 896,671,500.00 RMB 22.45% 22.45% 0 operation 27934648-9 Samsung 5 3 2 5 company enterprise Co., Ltd. Shanghai SEG Limited Joint Service 19,142,652.3 1,693,321.1 Electronic liability Shanghai 5,000,000.00 RMB 35% 35% 51,485,476.64 34,702,914.70 1,678,2561.94 operation industry 5 2 Market Co., company enterprise Ltd. Shenzhen SEG Orient Limited Joint Service Industrial liability Shenzhen 2,000,000.00 RMB 20% 20% 186,386.42 673,744.5 -487,358.08 0 0 operation industry Development company enterprise Co., Ltd. 172 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 4. Information on other related parties Name of the related party Relationship with the Company Organization code Shenzhen SEG Property Development Co., Ltd. Subsidiary of the first majority shareholder 19227219x Shenzhen SEG Group Service Co., Ltd. Subsidiary of the first majority shareholder Shenzhen SEG Computers Co., Ltd. Subsidiary of the first majority shareholder Shenzhen SEG Hi-tech Industrial Co., Ltd. Subsidiary of the first majority shareholder Notes on other related parties: 5. Transactions with related parties (1) Information on purchasing products and accepting services Unit: RMB Yuan Amount incurred in the previous Amount incurred in the report period report period Pricing method and Transaction Proportion in Related party decision-making Proportion in the contents the total amount process of the total amount of Amount of similar Amount transactions similar transactions transactions (%) (%) Information on selling products and providing services Unit: RMB Yuan Amount incurred in the previous Amount incurred in the report period report period Pricing method and Transaction Proportion in Related party decision-making Proportion in the contents the total amount process of the total amount of Amount of similar Amount transactions similar transactions transactions (%) (%) 173 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (2) Information on transaction trusteeship/contract Statement on trusteeship/contract of the Company Unit: RMB Yuan Trusteeship Influence Name of Pricing /contract Name of Information Amount of of the Types of Starting Terminating basis of income the on the the trusteeship entrusting entrusted/ date of date of trusteeship recognized entrusted entrusted/ entrusted/ /contract party/ contracted trusteeship/ trusteeship/ income/ in the party/ contract contracte income on contract assets contract contract contract current contractor assets d assets the issuer income report Company period Information on entrusted management/contract issued by the Company Unit: RMB Yuan Trustee fee Name of /contract Influence of Name of Information Amount of Starting Terminating Pricing the Types of fee entrusting the on the date of date of basis of entrusting entrusted/ recognized /contract entrusted entrusted/ entrusted/ entrusting/ entrusting/ trustee fee party/ contracted in the income on party/ contracted contracted contract contract /contract contract assets current the contractor assets assets issuing issuing fee issuer report Company period Huaqiang North SEG Trustee fee Shenzhen Shenzhen Communic Fixed Based on of RMB 0.1 SEG 87,277,706 SEG Co., ations assets— 2011.1.31 2015.1.31 market million + Little Group Co., Market .38 Ltd. real estate price excess Ltd. In commission operation Notes on transaction trusteeship/contract: (3) Information on leases between the Company and related parties Information on lease-out Unit: RMB Yuan Lease income Influence Pricing Types of Information Amount of Lease Lease recognized by lease Name of Name of basis of leased on leased leased beginning ending in the income on leaser lessee lease assets assets assets date date current the income report Company period 174 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Information on lease taking Unit: RMB Yuan Lease fee Influence recognized Types of Information Amount of Lease Lease Pricing by lease Name of Name of in the leased on leased leased beginning ending basis of income on leaser lessee current assets assets assets date date lease fee the report Company period The warehouse with its area of 809.26 Shenzhen Shenzhen square Based on RMB SEG In normal 5,268,387. SEG Co., meters on 2011.4.1 2013.3.31 market 0.258 Little Group Co., the 8 floor operation th 28 Ltd. price million Ltd. of SEG Plaza Fixed assets—re al estate Notes on leases between the Company and related parties (4) Lease guarantee Unit: RMB Yuan Whether the Amount of Starting date of Terminating date of guarantee Sponsor Guaranteed party guarantee guarantee guarantee responsibility is fulfilled Notes on lease guarantee: (5) Assets borrowing and lending Unit: RMB Yuan Related party Amount Starting date Terminating date Remarks Borrowing Lending 175 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (6) Information on assets transfer and liabilities restructuring of related parties Unit: RMB Yuan Amount incurred in the report Amount incurred in the period previous report period Pricing method and Proportion in Proportion in Type of Transaction Related party decision-making the total the total transactions contents process of the amount of amount of Amount Amount transactions similar similar transactions transactions (%) (%) (7) (Other relevant transactions 6. Accounts receivable from accounts payable to related parties Accounts receivable from related parties Unit: RMB Yuan Project name Related party Period-end amount Period-beginning amount Shenzhen SEG Property Other receivables 2,000.00 2,000.00 Development Co., Ltd. Shenzhen SEG Orient Industrial Other receivables 443,910.00 443,910.00 Development Co., Ltd. Other receivables Shenzhen SEG Group Co., Ltd. 86,000.00 86,000.00 Accounts payable to related parties Unit: RMB Yuan Project name Related party Period-end amount Period-beginning amount Shenzhen SEG Group Dividends payable 285,120.00 225,720.00 Service Co., Ltd. Shenzhen SEG Computers Dividends payable 365,310.00 305,910.00 Co., Ltd. (X) Share Payment 1. General information on share payment Total amount of equity instruments granted in the current period by the Company 176 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Total amount of equity instruments exercised in the current period by the Company Total amount of equity instruments expired in the current period by the Company Ranges of the period-end option exercise price of outstanding shares of the Company and remaining term of the contract by the end of this period Ranges of the period-end option exercise price of other equity instruments of the Company and remaining term of the contract by the end of this period Notes on share payment: 2. Share payment settled by equity Unit: RMB Yuan Determining method of the fair value of the equity instruments on the grant date Determining method of the best estimation of the number of exercisable equity instruments Reason for material difference between the estimation of the current period and that of the previous period Accumulated amount of share payment settled with equity in capital public reserve Total amount of recognized share payment settled by equity Notes on share payment settled by equity: 3. Share payment settled by cash Unit: RMB Yuan Determining method of the fair value of the liabilities borne by the Company, calculated and determined on the basis of the share or other equity instruments Accumulated amount of liabilities generated by the share payments settled by cash Total amount of recognized share payment settled by cash Notes on share payment settled by cash: 177 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 4. Share payment in exchange for services Unit: RMB Yuan Total amount of employees' services exchanged with share payment Total amount of other services exchanged with share payment 5. Changes and termination of share payment (XI) Contingencies 1. Contingent liabilities formed from unsettled lawsuits and arbitrations and the related financial influence 2. Contingent liabilities formed from provision of liabilities guarantees for other units and the related financial influence Other contingent liabilities and the related financial influence: (XII) Commitments 1. Significant commitments 2. Fulfillment of the initial commitments (XIII) Matters Occurring after the Issuance of the Balance Sheet 1. Notes on the significant matters occurring after the issuance of the balance sheet Unit: RMB Yuan Influenced amount on the financial position Reason for failing to estimate Item Content and operating results the influenced amount 2. Profit distribution after the issuance of the balance sheet Unit: RMB Yuan Profits or dividends to be distributed Profits or dividends to be distributed upon approval 178 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 3. Notes on other matters after the issuance of the balance sheet (XIV) Notes on other important matters 1. Non-monetary assets exchange 2. Debt restructuring 3. Enterprise mergers 4. Lease 5. Outstanding financial instruments convertible to shares at the end of period 6. Main contents and material changes of annuity plan 7. Other significant matters to be disclosed (XV) Notes on main items in the financial statements of the parent company 1. Accounts receivable (1) Accounts receivable Unit: RMB Yuan Period-end amount Period-beginning amount Book balance Bad debt provision Book balance Bad debt provision Type Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Accounts receivable with a significant amount individually, for 7,163,876.44 77.23% 7,163,876.44 100% 7,163,876.44 77.28% 7,163,876.44 100% which bad debt provision is separately accrued Accounts receivable for which bad debt provision is accrued according to different combinations Combination 1 0 0 0 0 Subtotal of 0.00 0% 0.00 0.00 0% 0.00 combinations 179 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Period-end amount Period-beginning amount Book balance Bad debt provision Book balance Bad debt provision Type Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Accounts receivable with an insignificant amount individually, for 2,111,906.44 22.77% 1,745,306.44 82.64% 2,105,306.44 22.72% 1,745,306.44 82.9% which bad debt provision is separately accrued Total 9,275,782.88 -- 8,909,182.88 -- 9,269,182.88 -- 8,909,182.88 -- Notes on types of accounts receivable: Accounts receivable with a significant amount individually, for which bad debt provision is separately accrued at the end of the period √ Applicable □ Not applicable Unit: RMB Yuan Contents of accounts receivable Book balance Bad debt provision Accrual proportion Reason for accrual The account cannot be recovered Jiangsu Unicom 3,092,011.09 3,092,011.09 100.00 because the duration is long. The account cannot Shenzhen Liyuanshun Industrial Co., be recovered 1,906,865.35 1,906,865.35 100.00 Ltd. because the duration is long. The account cannot be recovered Shanghai Tianci Industrial Co., Ltd. 899,000.00 899,000.00 100.00 because the duration is long. The account cannot Financial Information Paging be recovered 786,000.00 786,000.00 100.00 Center of Zhejiang Province because the duration is long. The account cannot Sichuan Huiyuan Electronic be recovered 480,000.00 480,000.00 100.00 Company because the duration is long. Total 7,163,876.44 7,163,876.44 -- -- Other accounts receivable in the combination, for which bad debt provision is accrued by the aging analysis method: □ Applicable √ Not applicable 180 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Accounts receivable in the combination, for which bad debt provision is accrued by the balance percentage analysis method: □ Applicable √ Not applicable Accounts receivable in the combination, for which bad debt provision is accrued by other analysis methods: □ Applicable √ Not applicable Accounts receivable with an insignificant amount individually, for which bad debt provision is separately accrued at the end of the period □ Applicable √ Not applicable (2) Other accounts receivable transferred back or recovered in the current report period Unit: RMB Yuan Accumulated bad debt Reason for Basis for confirming Contents of accounts provision accrued Amount of transferring transferring back or original bad debt receivable before transferring back or recovery recovery provision back or recovery Total -- -- -- Accounts receivable with a significant amount individually, or with an insignificant amount individually but for which bad debt provision is separately accrued: Contents of accounts Book balance Bad debt amount Accrual proportion (%) Reason receivable Total -- -- Accounts receivable with insignificant individual amount but entailing great risk as a combination based on credit risk characteristics: (3) Accounts receivable charged off in the current report period Unit: RMB Yuan Whether being Nature of accounts Amount being Reason for being incurred due to Name of company Charge-off date receivable charged off charged off related transactions Total -- -- -- -- Notes on accounts receivable charged off: (4) Shareholder units that hold 5% or more voting shares in the accounts receivable in the current report period □ Applicable √ Not applicable 181 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (5) Properties or contents of other accounts receivable with significant amount (6) Units of top five accounts receivable Unit: RMB Yuan Percentage in the total Relationship with the Name of company Amount Duration amount of accounts Company receivable (%) Jiangsu Unicom Customer 3,092,011.09 Over 5 years 33.34% Shenzhen Liyuanshun Industrial Co., Ltd. Customer 1,906,865.35 Over 5 years 20.56% Shanghai Tianci Industrial Co., Ltd. Customer 899,000.00 Over 5 years 9.69% Financial Information Paging Center of Customer 786,000.00 Over 5 years Zhejiang Province 8.47% Sichuan Huiyuan Customer 480,000.00 Over 5 years Electronic Company 5.17% Total -- 7,163,876.44 -- 77.23% (7) Accounts receivable from related parties Unit: RMB Yuan Percentage in the total Relationship with the Name of company Amount amount of accounts Company receivable (%) Total -- (8) Transferred amounts of accounts receivable that do not conform to the termination conditions (unit: yuan): (9) If assets are to be securitized taking other accounts receivable as underlying assets, the related transaction arrangements must be specified briefly . 182 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 2. Other receivables (1) Other receivables Unit: RMB Yuan Period-end amount Period-beginning amount Book balance Bad debt provision Book balance Bad debt provision Type Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Other receivables with a significant amount individually, for 45,871,535.25 56.33% 17,508,951.82 38.17% 51,705,187.89 57.08% 19,177,295.56 37.09% which bad debt provision is separately accrued Other receivables for which bad debt provision is accrued according to different combinations Combination 1 29,455,325.10 36.17% 0 30,593,616.89 33.78 0 Subtotal of 29,455,325.10 36.17% 0.00 30,593,616.89 33.78% 0.00 combinations Other receivables with an insignificant amount individually, for 6,104,161.66 7.5% 6,104,161.66 100% 8,281,702.61 9.14% 6,569,437.28 79.32% which bad debt provision is separately accrued Total 81,431,022.01 -- 23,613,113.48 -- 90,580,507.39 -- 25,746,732.84 -- Notes on types of other receivables: Other receivables with a significant amount individually, for which bad debt provision is separately accrued at the end of the period √ Applicable □ Not applicable Unit: RMB Yuan Content of other Book balance Bad debt amount Accrual proportion Reason receivables Share-controller Changsha SEG 28,362,583.43 - subsidiaries with no risk Development Co., Ltd. of bad debts 183 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Content of other Book balance Bad debt amount Accrual proportion Reason receivables The account cannot be Yangjiang Yuntong 8,530,276.35 8,530,276.35 100.00 recovered because the Grease Co., Ltd. duration is long. 100.00 The account cannot be Shenzhen Lianjing 5,697,287.51 5,697,287.51 recovered because the Trade Co., Ltd. duration is long. 100.00 The account cannot be Shenzhen Top Industry 3,281,387.96 3,281,387.96 recovered because the Co., Ltd. duration is long. Total 45,871,535.25 17,508,951.82 -- -- Other accounts receivable in the combination, for which bad debt provision is accrued by the aging analysis method: √ Applicable □ Not applicable Unit: RMB Yuan Period-end amount Period-beginning amount Book balance Book balance Age Bad debt Bad debt provision Proportion provision Proportion Amount Amount (%) (%) Less than one year Including: -- -- -- -- -- -- Less than one 29,455,325.10 100% 0 30,593,616.89 100% year Subtotal of the accounts aged 29,455,325.10 100% 0.00 30,593,616.89 100% 0.00 under 1 year 1-2 years 2-3 years Over 3 years 3-4 years 4-5 years Over 5 years Total 29,455,325.10 -- 30,593,616.89 -- Other accounts receivable in the combination, for which bad debt provision is accrued by the balance percentage analysis method: □ Applicable □ Not applicable Other accounts receivable in the combination, for which bad debt provision is accrued by other methods: 184 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. □ Applicable □ Not applicable Other receivables with an insignificant amount individually, for which bad debt provision is separately accrued at the end of the period □ Applicable □ Not applicable (2) Other accounts receivable transferred back or recovered in the current report period Unit: RMB Yuan Accumulated bad debt Reason for Basis for confirming Content of other provision accrued Amount of transferring transferring back or original bad debt receivables before transferring back or recovery recovery provision back or recovery Total -- -- -- Bad debt provision accrued at the end of the period for the accounts receivable with a significant amount individually or those with an insignificant amount individually but have separate impairment tests: Contents of accounts Book balance Bad debt amount Accrual proportion (%) Reason receivable Total -- -- Other accounts receivable with an insignificant amount individually but entailing great risk as a combination based on credit risk characteristics: (3) Other receivables charged off in the current report period Unit: RMB Yuan Whether being Amount being Reason for being Name of company Other receivables Charge-off date incurred due to charged off charged off related transactions Total -- -- -- -- Notes on other accounts receivable charged off: (4) Shareholder units that hold 5% or more voting shares in other accounts receivable of the current report period √ Applicable □ Not applicable 185 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Unit: RMB Yuan Period-end amount Period-beginning amount Name of company Bad debt provision Bad debt provision Book balance Book balance accrued accrued Shenzhen SEG Group Co., Ltd. 86,000.00 - 86,000.00 Total 86,000.00 0.00 86,000.00 0.00 (5) Properties or contents of other accounts receivable with significant amounts (6) Units of top five other receivables Unit: RMB Yuan Percentage in the total Relationship with the Name of company Amount Duration amount of other accounts Company receivable (%) Changsha SEG Subsidiary 34.83% Development Co., Ltd. 28,362,583.43 SEG Industrial Subsidiary 24,088,490.03 Less than one year 29.58% Investment Co., Ltd. Yangjiang Yuntong Business related 8,530,276.35 Over 3 years 10.48% Grease Co., Ltd. organization Shenzhen Lianjing Business related 5,697,287.51 Over 3 years 7.00% Trade Co., Ltd. organization Shenzhen Top Industry Business related 4.03% Co., Ltd. organization 3,281,387.96 Over 3 years Total -- 69,960,025.28 -- 85.92% (7) Accounts receivable from other related parties Unit: RMB Yuan Relationship with the Percentage in the total amount of Name of company Amount Company other accounts receivable (%) Changsha SEG Subsidiary 34.83% Development Co., Ltd. 28,362,583.43 Shenzhen SEG Industrial Subsidiary 24,088,490.03 29.58% Investment Co., Ltd. 186 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Relationship with the Percentage in the total amount of Name of company Amount Company other accounts receivable (%) Shenzhen SEG Orient Industrial Development Co., Joint operation enterprise 443,910.00 0.55% Ltd. Total -- 52,894,983.46 64.96% (8) Transferred amounts of other accounts receivable that do not conform to the termination conditions (unit: yuan): (9) If assets are to be securitized taking other accounts receivable as underlying assets, the related transaction arrangements must be specified briefly. 187 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 3. Long-term equity investment Unit: RMB Yuan Notes on the Impairment Share-holding Voting inconsistency Cash Invested Accounting Initial Period-beginning Increase or Period-end proportion in proportion in between the Impairment provision accrued in dividends of organization method investment cost balance decrease balance the invested the invested proportion of provision the current the current unit (%) company (%) shares and period period voting rights Shenzhen SEG the equity Orient Industrial method 400,000.00 20 20 Development Co., Ltd. Shenzhen SEG the equity Samsung Co., method 215,645,740.56 109,816,748.35 475,507.86- 109,341,240.49 22.45 22.45 Ltd. Shanghai SEG the equity Electronic Market method 1,750,000.00 8,780,863.41 592,662.39 9,373,525.80 35 35 Co., Ltd. Subtotal by the 217,795,740.56 118,597,611.76 117,154.53 118,714,766.29 equity method Shenzhen SEG the cost Baohua method Enterprise 18,742,808.93 20,512,499.04 20,512,499.04 66.58 66.58 Development Co., Ltd. 6,153,749.71 Shenzhen SEG the cost Industrial method 23,780,000.00 23,780,000.00 23,780,000.00 91.79 91.79 Investment Co., Ltd. Shenzhen SEG the cost Telecom method 2,979,217.22 2,979,217.22 2,979,217.22 90 90 2,979,217.22 Equipment Co., Ltd. Shenzhen SEG the cost GPS Scientific method 8,275,321.43 13,515,392.83 13,515,392.83 12.50 12.50 Navigations Co., Ltd. Changsha SEG the cost Development method 69,000,000.00 69,000,000.00 69,000,000.00 46 51 Co., Ltd. Shenzhen SEG the cost 2,100,000.00 2,100,000.00 2,100,000.00 70 70 350,000.00 188 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Notes on the Impairment Share-holding Voting inconsistency Cash Invested Accounting Initial Period-beginning Increase or Period-end proportion in proportion in between the Impairment provision accrued in dividends of organization method investment cost balance decrease balance the invested the invested proportion of provision the current the current unit (%) company (%) shares and period period voting rights Electronics method Market Management Co., Ltd. Suzhou SEG the cost Electronic Market method 1,350,000.00 1,350,000.00 1,350,000.00 45 45 Co., Ltd. 1,125,000.00 Xi’an SEG the cost Electronic Market method 1,950,000.00 1,950,000.00 1,950,000.00 65 65 Co., Ltd. 2,489,500.00 Shenzhen SEG the cost 54,000,000.00 36 36 Credit Co., Ltd. method 54,000,000.00 54,000,000.00 Shenzhen SEG the cost E-Commerce method 15,300,000.00 15,300,000.00 15,300,000.00 51 51 Co., Ltd. Shenzhen SEG the cost Electronics method Market 20,000,000.00 20,000,000.00 20,000,000.00 100 100 Management Co., Ltd. Xi’an Hairong SEG the cost Electronic Market method 1,530,000.00 1,530,000.00 1,530,000.00 51 51 Co., Ltd. Shenzhen SEG the equity Orient Industrial method 400,000.00 20 20 Development Co., Ltd. Subtotal by the 219,007,347.58 226,017,109.09 226,017,109.09 10,118,249.71 cost method 2,979,217.22 Total -- 436,803,088.14 344,614,720.85 117,154.53 344,731,875.38 -- -- -- 2,979,217.22 0.00 10,118,249.71 Notes on long-term equity investment: 189 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 4. Operating income and operating cost (1) Operating income and cost Unit: RMB Yuan Item Amount incurred in the report period Amount incurred in the previous report period Main operating income 63,626,986.74 49,131,510.09 Other business income 10,073,406.79 Operating cost 31,897,510.12 19,328,330.04 (2) Main operating businesses (by industry) √ Applicable □ Not applicable Unit: RMB Yuan Amount incurred in the previous report Amount incurred in the report period period Name of company Operating income Operating cost Operating income Operating cost Electronic market and 63,626,986.74 31,897,510.12 59,204,916.88 19,328,330.04 property leasing services Total 63,626,986.74 31,897,510.12 59,204,916.88 19,328,330.04 (3) Main operating businesses (by product) □ Applicable □ Not applicable (4) Main operating businesses (by region) □ Applicable □ Not applicable (5) Operating income from top five customers of the Company Unit: RMB Yuan Proportion in the total operating Name of customer Total operating income income of the Company (%) Total Notes on operating income: 190 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. 5. Investment income (1) Details of investment income Unit: RMB Yuan Amount incurred in the report Amount incurred in the Item period previous report period Long-term equity investment income by the cost method 10,118,249.71 7,565,072.00 Long-term equity investment income by the equity 117,154.53 -4,552,269.39 method Income from disposal of long-term equity investments Income during the time of holding trading financial assets Income from held-to-maturity investments Income during the time of holding financial assets available for sale Income from disposal of trading financial assets Income from held-to-maturity investments Income from financial assets available for sale Others 4,376,679.76 Total 14,612,084.00 3,012,802.61 (2) Long-term equity investment income calculated by the cost method Unit: RMB Yuan Amount incurred in Amount incurred in Reason for increase or decrease Invested organization the previous report the report period from the previous period period Shenzhen SEG Electronics Market 350,000.00 0.00 Dividends Management Co., Ltd. Shenzhen SEG Baohua Enterprise 6,153,749.71 4,923,072.00 Dividends Development Co., Ltd. Xi’an SEG Electronic Market Co., Ltd. 2,489,500.00 1,742,000.00 Dividends Suzhou SEG Electronic Market Co., Ltd. 1,125,000.00 9,000,000.00 Dividends Total 10,118,249.71 7,565,072.00 -- 191 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. (3) Income from long-term equity investment calculated by the equity method Unit: RMB Yuan Amount incurred in Amount incurred in Reason for increase or decrease Invested organization the previous report the report period from the previous period period Added income caused by assets Shenzhen SEG Samsung Co., Ltd. -475,507.86 -5,669,357.38 disposal Shanghai SEG Electronic Market Co., 592,662.39 1,117,087.99 Profit Ltd. Total 117,154.53 -4,552,269.39 -- Notes on investment income 6. Supplementary information to cash flow statement Unit: RMB Yuan Amount of the current Amount of the previous Supplementary materials period period 1. Reconciliation of net profit to cash flows from operating -- -- Net profit 30,883,821.29 28,869,372.30 Plus: asset impairment provision 0.00 0.00 Depreciation of fixed assets, oil & gas assets and productive 5,770,930.12 6,384,153.18 biological assets Amortization of intangible assets 80,144.22 82,567.98 Amortization of long-term expenses to be apportioned 303,445.80 299,105.22 Loss from disposal of fixed assets, intangible assets, and other long-term assets (profit is marked with "-") Loss from scrapping of fixed asset (profit is marked with "-") 4,034.65 Loss from change in fair value (profit is marked with "-") Financial expenses (profit is marked with "-") -784,915.43 192 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Amount of the current Amount of the previous Supplementary materials period period Loss from investment (profit is marked with "-") -14,612,084.00 -3,012,802.61 Decrease of deferred income tax assets (profit is marked with "-") Increase of deferred income tax liabilities (decrease is marked with "-") Decrease of inventories (increase is marked with "-") Decrease of operating accounts receivable (increase is 6,796,466.02 6,990,097.52 marked with "-") Increase of operating accounts payable (decrease is marked -16,987,898.98 -16,931,322.85 with "-") Others -30,221.11 -1,421,309.57 Net cash flow arising from operating activities 11,423,722.58 21,259,861.17 2. Investing and financing activities not involving cash receipts -- -- and payments Conversion of debt into capital Convertible bonds due within one year Fixed assets acquired by financing lease 3. Net increase in cash and cash equivalents -- -- Cash at the end of the period 456,964,321.24 447,193,424.50 Less: cash at the beginning of the period 510486998.56 451763240.33 Plus: cash equivalents at the end of the period Less: cash equivalents at beginning of the period Net increase in cash and cash equivalents -53,522,677.32 -4,569,815.83 7. Assets and liabilities booked with assessed value in counter purchase Unit: RMB Yuan Name of assets and liabilities booked with assessed value Assessed value Original book value Assets 193 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Liabilities (XVI) Supplemental Materials 1. ROE and EPS Unit: RMB Yuan Earnings per share Weighted average ROE Profit in report period (%) Basic earnings per Diluted earnings per share share Net profit attributable to common 2.71% 0.0403 0.0403 shareholders of the Company Net profit attributable to common shareholders of the Company after 2.63% 0.0392 0.0392 deduction of recurring losses and gains 2. Abnormalities of main accounts on the financial statements of the Company and notes on the reasons (I) Changes of Main Components of Company Assets and Liabilities in the Report Period and Main Reasons for the Changes Unit: RMB Yuan Item June 30, 2012 December 31, 2011 Change rate (%) Total assets 1,681,865,616.83 1,673,584,777.35 0.49% Accounts receivable 14,458,092.59 10,372,667.62 39.39% Dividends receivable 0.00 426,516.21 -100.00% Inventory 2,244,289.41 633,555.08 254.24% Loans and advances issued 67,825,995.27 3,534,300.00 1819.08% Construction in progress 0.00 42,750.00 -100.00% Accounts payable 5,962,936.90 13,047,530.24 -54.30% Wages payable 5,610,736.06 10,318,172.65 -45.62% Taxes payable 19,369,919.77 36,930,773.40 -47.55% Dividends payable 2,270,089.32 1,466,295.43 54.82% Other current liabilities 260,000.00 0 100.00% Total owners' equity attributable 1,184,364,413.81 1,152,695,930.59 2.75% to the parent company 194 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Reasons for change: Main reason for increase of accounts receivable: Accounts receivable of SEG Industrial Investment increased with sales increase in the report period. Main reason for decrease of dividends receivable: No dividend from SEG Logistics was received in the report period. Main reason for increase of inventory: Inventory of SEG Industrial Investment increased with sales increase in the report period.Main reason for increase of loans and advances: The expansion of the small loan business in the report period led to the increase of loans and hence the increased amount of this item. Main reason for decrease of construction in progress: In the report period, the completed KOA information projects were transferred to intangible assets for accounting. Main reason for decrease of accounts payable: In the report period, after the completion and acceptance inspection of the Nanjing SEG decoration projects, the unpaid construction cost was settled and the Company transferred the deposit that was accounted under this item to other accounts payable, which led to the decrease of this item. Main reason for decrease of wage payable: In the report period, the Company paid the wage of December 2011 and the year-end bonus of 2011, which were accrued in the end of last year, to its employees. Main reason for decrease of taxes payable: In the report period, the Company settled the enterprise income tax that was accrued in 2011 with the tax authorities.Main reason for increase of dividends payables: SEG Baohua had withdrawn the dividends but has not paid to the minority shareholders in the report period. Main reason for increase of other current liabilities: Government subsidies for specific purposes were received and confirmed as deferred income in the report period. Main reason for increase of owners' equity attributable to the parent company: The Company made profits in the report period, which led to the increase of undistributed profits. (II) Change of Operating Results Unit: RMB Yuan Jan – Jun Jan – Jun Change rate Item Reason for change 2012 2011 (%) The operating expenses of SEG Logistics were 900,000 yuan at the same period of the previous year. Because the Sale expenses 533,710.91 1,413,793.99 -62.25% Company had sold all equities of SEG Logistics in 2011, it had no expenses for SEG Logistics. 1. The bank financial gains of the report period increased RMB 5.18 million compared with the same period last year. 2. In the same period last year, the loss Investment 7,854,150.20 -4,552,269.39 % of ST Sumsung was RMB 25.25 incomes million. The loss of the report period was RMB 2.12 million. The decrease in the loss of ST Sumsung led to the year-on-year decrease of RMB 5.19 million in the loss of the Company. 1. Accounts payable of RMB 1.12 million unpaid were written off in the report period. Non-operating 1,774,861.10 362,863.65 389.13% 2. The Company received government incomes subsidy of RMB 0.34 million, which was not available in the same period of last year. 195 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. Jan – Jun Jan – Jun Change rate Item Reason for change 2012 2011 (%) 1. The gains and losses of SEG Credit and Xi’an Hairong SEG were added to Gains and losses the total gains and losses in the report of minority 6,297,418.14 1,689,291.29 272.78% period. shareholders 2. The profits of subsidiaries increased in the report period. Other The price of Youhao Group shares held comprehensive 70,999.11 40,563.07 75.03% rose in the period. incomes Total 37,989,629.26 The net profits had a year-on-year comprehensive 28,062,242.71 35.38% increase. incomes Total comprehensive The net profits attributable to the income attributable 31,668,483.22 20.01% shareholders of parent company had a 26,389,289.19 to shareholders of year-on-year increase. the parent company Total comprehensive The net profits attributable to minority income attributable 6,321,146.04 1,672,953.52 277.84% shareholders had an increase in the to minority report period. shareholders 196 2012 Semi-Annual Report of Shenzhen SEG Co., Ltd. IX. Contents of Reference Documents Contents of reference documents (I) The Financial Statements with signatures and seals of the legal person, the responsible person of the accounting work and the responsible person of the accounting institution; (II) The original copies of all the files and the manuscripts of public notices of the Company which were disclosed on the newspapers specified by CSRC in the report period. Chairman:Wangli Date of submission approved by the board of directors:23 Aug,2012 197