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公司公告

粤高速B:2009年半年度报告(英文版)2009-08-19  

						Guangdong Provincial Expressway Development Co., Ltd.

    Semi-Annual Report 2009

    (Full Text)

    Board chairman: Zhou Yu Ming

    Stock Abbreviation: Guangdong Expressway A,

    Guangdong Expressway B

    Stock code: 000429, 200429

    August 2009Important Notes

    The board of directors and directors of the Company hereby guarantees that there are no false

    records, misleading representation or important omissions in semi-annual report and shall assume joint

    and several liability for the authenticity, accuracy and completeness of the contents hereof.

    All the directors attended and vote the board meeting.

    Chairman of board of directors Mr. Zhou Yuming, General Manager of the Company Mr. Li

    Xiyuan ,Deputy General Manager and Chief Accountant of the Company Mr. Xiao Laijiu State:

    Financial Report in Semi-annual report is true and complete.

    The financial report of the semi-annual report has not been audited.

    Table of Contents

    I. Basic Information of the Company

    Ⅱ.Highlights of financial data and indicators

    Ⅲ. Change of Share Capital and Shareholding of Principal Shareholders

    Ⅳ. Information about Directors, Supervisors and Senior Executives

    V. Report of the Board of Directors

    VI. Important Events

    VII. Financial Report

    VIII. Documents Available for Inspection

    This report has been prepared in both Chinese and English. In case of any discrepancy,

    the Chinese version shall prevail.1

    I Basic Information of the Company

    (I).Legal name of the company

    Name in chinese:广东省高速公路发展股份有限公司

    Name in English:Guangdong Provincial Expressway Development Co., Ltd.

    English abbreviation:GPED

    (II) Legal Representative:Zhou Yuming

    (III) Secretary of the Board of Directors and Securities affair representative

    Secretary of the Board of Directors

    Securities affair representative

    Name Zuo Jiang Feng Xinwei

    Contact

    Address

    85 Banyun Road, Guangzhou,

    Guangdong Province

    85 Banyun Road, Guangzhou,

    Guangdong Province

    Tel: 020-83731388-230 020-83731388-231

    Fax: 020-83731363 020-83731363

    E-mail zuoj@gdcg.cn fengxw@gdcg.cn

    (IV) Registered address of the Company: 85 Banyun Road, Guangzhou, Guangdong

    Province

    Office address: 85 Banyun Road, Guangzhou, Guangdong Province

    Postal Code: 510100

    E-mail:zqb@gdcg.cn

    Website: http://www.gpedcl.com

    (V) For information disclosure:

    Newpapers:

    .. Securities Times

    .. China Secuties

    .. Shanghai Secuties Daily

    .. Hongkong Commercial Daily

    Web address for Publication of semi-annual Report(appointed by the China Securities Regulatory

    Commission):http:// www.cninfo.com.cn

    Address for Reference of the Semi-annual report 2009: Securities affair Dept of the

    Company

    (VI) Stock exchange for listing: Shenzhen Stock Exchange

    Stock abbreviation:Guangdong Expressway A, Guangdong ExpresswayB

    Stock code:000429、2004292

    (VII) Relevant information

    1. First Registration Date of the Company: February 9, 1993

    Registered Address::4/F, No.503, Dongfeng Zhong Road, Guangzhou, Guangdong Province

    The date of last registration change:December 17,2007

    Registered Address:85 Banyun Road, Guangzhou, Guangdong Province

    2.Company’s Enterprise Legal Business Registration Number::440000400006921

    3.Company’s Tax Registration Number: 440102190352102

    4. Organization Code:19035210-2

    5.Compnay’s Auditors:

    Lixin Yangcheng Certified Public Accountants Co., Ltd.

    Office address:11/F,Yaozhong Plaza, No.3-15 Linhe Xi Road, Tianhe District,Guangzhou3

    II Highlights of financial data and indicators

    (I) Highlights of financial data and indicators

    Unit :RMB

    End of the report

    year

    End of the

    previous year

    Increase

    /Decrease (%)

    Total assets 8,093,877,491.88 7,299,537,500.43 10.88%

    Owners’ equity attributable to shareholders of

    the listed company

    3,511,307,756.68 3,421,104,860.21 2.64%

    Share capital 1,257,117,748.00 1,257,117,748.00 0.00%

    Net assets per share attributable to

    shareholders of the listed

    company(RMB/share)

    2.79 2.72 2.57%

    Report period

    (January-June)

    Same period last

    year

    Increase /Decrease

    (%)

    Total operating income 471,816,749.75 492,935,283.48 -4.28%

    Operating profit 300,241,306.83 348,864,543.50 -13.94%

    Total profit 300,783,848.17 327,905,405.50 -8.27%

    Net profit attributable to shareholders of the

    listed company

    215,914,671.27 251,244,086.75 -14.06%

    Net profit attributable to shareholders of the

    listed company after deducting non-recurring

    gains and losses

    212,985,533.11 262,346,066.80 -18.82%

    Basic earnings per share(RMB/share) 0.17 0.20 -15.00%

    Diluted earnings per share(RMB/share) 0.17 0.20 -15.00%

    Return on equity(%) 6.15% 7.67% -1.52%

    Net cash flow arising from operating

    activities

    207,537,355.80 249,456,540.61 -16.80%

    Net cash flow per share arising from

    operating activities (RMB/share)

    0.17 0.20 -15.00%

    (II) Non-recurring gain or loss items and related amount

    Unit :RMB

    Items Amount4

    Items Amount

    (1)Gain/loss form disposal of non-current assets and Provision for impairment

    of assets including the preparation of the write-off part .

    7,045,378.25

    (2)Tax refund, deduction and exemption that is examined and approved by

    authority exceeding or has no official approval document.

    (3)Governmental Subsidy accounted as current gain/loss, except for those

    subsidies at with amount or quantity fixed by the national government and closely

    related to the Company’s business operation.

    (4)Capital occupation fee collected from non-financial organizations and

    accounted as current gain/loss.

    ( 5 ) Gain/loss generated when the consolidation costs is less then the

    recognizable fair value attributable to the Company.

    (6)Non-monetary asset exchange gain/loss.

    (7) Gain/loss from consigned investment;

    (8) Asset impairment provisions for force majeure such as natural disasters -4,386,536.35

    (9) Gain/loss from debt reorganization

    (10) Enterprise reorganization expenses, such as payment to stuff placement and

    consolidation expenses;

    (11) Gain/loss from trades obviously departed from fair value

    (12) Net gain/loss of current term from consolidation of subsidiaries under

    common control from beginning of term to the consolidation date

    (13) Gain/loss from debt forecasting without connection to the main business

    operation

    (14)In addition to normal business with the company effective hedging related

    business, holders of tradable financial assets, transactions and financial liabilities

    arising from changes in fair value gains and losses, as well as the disposal of

    trading of financial assets, trading financial liabilities and available-for-sale

    financial assets gains return on investment;

    (15)Single impairment test for impairment of receivables transferred back to

    preparation

    (16)Commissioned external loans by the Gain/loss

    (17)The use of fair value measurement model of follow-up to the fair value of

    real estate investment gains and losses arising from changes

    (18)According to tax, accounting and other laws, regulations, the requirements

    of the current Gain/loss for a one-time adjustment of the impact of the current

    Gain/loss;

    (19)Entrusted with the operating of the trust to obtain fee income5

    Items Amount

    (20)Net amount of non-operating income and expense except the aforesaid

    items

    613,233.52

    (21)Other non-recurring Gains/loss items

    (22)Amount of influence of minority interests -232,995.30

    (23)Amount of influence of income tax -109,941.96

    Total 2,929,138.16

    (III) Difference of domestic and foreign accounting standards

    □ Applicable√ Not applicable6

    III.Change of Share Capital and Shareholding of Principal Shareholders

    I.Changes in share capital Unit: share

    Before the change Increase/decrease(+,-) After the Change

    Amount Proportio

    n Share

    allotme

    nt

    Bon

    us

    shar

    es

    Capitaliz

    ation of

    common

    reserve

    fund

    Other Subtotal Quantity Proportion

    I. Share with

    conditional

    subscription

    448,805,868 35.70% -4,714,478 -4,714,478 444,091,390 35.33%

    1.State-owned shares 408,243,602 32.47% 717,520 717,520 408,961,122 32.53%

    2.Staee-owned legal

    person shares

    23,468,541 1.87% 23,468,541 1.87%

    3.Other domestic

    shares

    16,891,110 1.34% -5,431,998 -5,431,998 11,459,112 0.91%

    Of which:Domestic

    Non-state –owned

    legal person shares

    12,930,076 1.03% -2,929,191 -2,929,191 10,000,885 0.80%

    Domestic natural

    person shares

    3,961,034 0.32% -2,502,807 -2,502,807 1,458,227 0.12%

    4.Share held by

    foreign investors

    Of which:Foreign

    legal person shares

    Foreign natural person

    shares

    5 .Executive shares 202,615 0.02% 202,615 0.02%

    II. Shares with

    unconditional

    subscription

    808,311,880 64.30% 4,714,478 4,714,478 813,026,358 64.67%

    1.Common shares in

    RMB

    459,561,880 36.56% 4,714,478 4,714,478 464,276,358 36.93%

    2.Foreign shares in

    domestic market

    348,750,000 27.74% 348,750,000 27.74%

    3.Foregin shares in

    overseas market

    4.Other

    III. Total of capital

    shares

    1,257,117,748 100.00% 1,257,117,748 100.00%7

    (1) In the report period, 679 shareholders repaid 717,520 shares to Guangdong Communication

    Group Co., Ltd. as consideration. domestic legal person shares and domestic natural person shares

    were converted into state shares.

    (2) In the report period, ,4,622,870 domestic legal person shares subject to sale restriction and

    2,539,239 domestic natural person shares subject to sale restriction were listed for trading and

    converted into shares not subject to sale restriction on April 3, 2009. 91,608 domestic legal person

    shares subject to sale restriction were listed for trading and converted into shares not subject to sale

    restriction on May 5, 2009. After judicial confirmation, 430,796 domestic legal person shares were

    converted into domestic natural person shares, which were still subject to sale restriction.

    2.There are 109,280 shareholders as ended June 30, 2009, of which 69,598 are A share

    shareholders, 39,682 are B share shareholders.

    3.Particulars of the shareholding of the top ten shareholders and Top 10 holders of

    unconditional shares as of June 30, 2009

    Unit:Share

    Total of shareholders 109,280

    Particulars about the shareholding of the top ten shareholders

    Name of shareholder

    Nature of

    shareholder

    Proportion

    (%)

    Total shares Conditional shares Pledged or frozen

    Guangdong

    Communication Group

    Co., Ltd.

    State-owned

    shares

    40.76% 512,340,864 408,961,122 103,379,742

    Guangdong Expressway

    Co., Ltd

    State-owned

    legal person

    1.59% 20,017,542 20,017,542

    Xinyue Co., Ltd.

    Overseas legal

    person

    1.05% 13,201,086 13,201,086

    Guangdong Yuecai Trust

    Investment CO., Ltd.

    State-owned

    legal person

    0.97% 12,174,345

    102 Portfolio of National

    Social Security Fund

    Domestic non-

    State-owned

    legal person

    shares

    0.8% 10,000,000

    China Construction Bank

    -Guotai Jinding

    Valuechosen mixed

    Securities Investment

    Fund

    Domestic non-

    State-owned

    legal person

    shares

    0.55% 6,885,342

    Lu Weiqiang

    Overseas

    Natural person

    0.23% 2,886,6488

    Guangdong

    Communication

    Development Company

    Overseas legal

    person

    0.17% 2,130,510 2,130,510

    Huang Zhiyuan

    Domestic

    natural

    person

    0.17% 2,080,400

    KGI ASIA LIMITED

    Overseas legal

    person

    0.17% 2,075,517

    Top 10 holders of unconditional shares

    Name of the shareholder Unconditional shares Type of shares

    Guangdong Communication Group Co.,

    Ltd.

    103,379,742 RMB Common shares

    Xinyue Co., Ltd. 13,201,086

    Foreign shares placed in domestic

    exchange

    Guangdong Yuecai Trust Investment

    CO., Ltd.

    12,174,345 RMB Common shares

    102 Portfolio of National Social Security

    Fund

    10,000,000 RMB Common shares

    China Construction Bank-Guotai

    Jinding Valuechosen mixed Securities

    Investment Fund

    6,885,342 RMB Common shares

    Lu Weiqiang 2,886,648

    Foreign shares placed in domestic

    exchange

    Huang Zhiyuan 2,080,400 RMB Common shares

    KGI ASIA LIMITED 2,075,517

    Foreign shares placed in domestic

    exchange

    Hong Qingyi 1,876,215

    Foreign shares placed in domestic

    exchange

    NATWEST SECURITIES LIMITED 1,810,436

    Foreign shares placed in domestic

    exchange

    Notes to the related

    relationship between the

    shareholders or their

    concerted action

    Guangdong Communication Group Co., Ltd. is the parent company of Guangdong

    Expressway Co., Ltd., Xinyue Co., Ltd..and Guangdong Communication

    Development Company is subsidiary company of Guangdong Expressway Co., Ltd , It

    is unknown whether there is relationship between other shareholders and whether they

    are persons taking concerted action specified in the Regulations on Disclosure of

    Information about Change in Shareholding of Shareholders of Listed Companies.

    4.There was no change in the Company’s controlling shareholder or actual controller during

    the reporting period.二○○九年半年度报告——董事、监事、高级管理人员情况

    9

    IV. Particulars about the Directors, Supervisors and Senior Executives

    I. In the report period, Change of Shareholding of Directors, Supervisors and Senior

    Executives

    Name Position

    Quantity of

    shares held

    at

    beginning

    of year

    Quantity of

    shares

    purchased

    in current

    period

    Quantity of

    shares sold

    in current

    period

    Quantity of

    shares held

    at the end

    of period

    Of which:

    Quantity of

    restricted

    shares

    Quantity of

    share

    options

    held at the

    end of

    period

    Reason for

    change

    Xiao Laijiu

    Director,

    Deputy

    General

    Manager and

    Chief

    accountant

    20,043 0 5,011 15,032 0 0

    Trading

    based on

    price

    competitio

    n

    In the report period, The Company neither exercised stock options nor grant restricted stocks.

    2. Particulars about employment and dismiss ion of directors, supervisors and executives in

    the report period

    Mr. He Qiang and Ms Xiang Tiangui have acted as independent directors of the

    Company for six years in succession since June 1, 2003, According to relevant

    regulations of CSRC, they shall no longer act as independent directors of the Company.

    Mr. 2008 annual shareholders' general meeting of the Company elected Mr. Wang Pu and Mr. Feng

    Ke as additional independent directors of the fifth board of directors of the Company. Their term of

    office is the same with that of the members of the fifth board of directors of the

    Company.10

    V .Report of the Board of Directors

    I. Business situation in the report term

    (I) Operating status of the expressways wholly or partly held by the Company

    In the first half year of 2009, the volume of vehicle traffic and toll income of the expressways

    wholly and partly held by the Company were as follows:

    Traffic volume form Jan

    to June

    2009(million vehicles)

    Increase

    /Decrease(%)

    Toll income from Jan

    to Jun 2009

    (RMB Million yuan)

    Increase/Decrease(%)

    Guangfo

    Expressway

    14.36 -11.96% 132.57 -15.03%

    Fokai

    Expressway

    12.03 -0.77% 331.57 -0.07%

    Jiujiang

    Bridge

    0.35 - 2.47 -

    Shenzhen

    Huiyan

    Expressway

    12.89 -3.45% 144.86 -2.60%

    Maozhan

    Expressway

    1.98 5.59% 182.77 2.42%

    Jingzhu

    Expressway

    Guangzhu

    Section

    14.58 -3.17% 486.16 -8.02%

    Guangzhao

    Expressway

    5.08 8.51% 94.41 3.49%

    Guang-Zhao

    Highway

    6.95 3.39% 57.08 3.39%

    Guanghui

    Expressway

    9.58 1.82% 638.39 2.39%

    Jiangzhong

    Expressway

    8.61 3.27% 120.14 -1.01%

    Kangda

    Expressway

    0.39 81.46% 11.36 97.36%

    The toll income of Guangfo Expressway decreased by 15.03% year on year due to

    the following unfavorable factors:

    (1) Construction of expansion project;11

    (2) Traffic control measures were taken for neighboring sections, which resulted in

    split flow of vehicles;

    (3) Continuous influence of "green channel" policy (the number of days of

    exemption is more than that in the same period of the previous year by 25 days);

    (4) The Huanan New Trunk Line, the 3 section of Huanan Expressway and the

    Guangming Expressway has been opened to traffic in the first half of 2009 which caused

    split flow of vehicles.

    Shenzhen Huiyan Expressway, Guangzhu Section of Jingzhu Expressway and

    Jiangzhong Expressway are located in Pearl River Delta area. This area is dominated by

    export-oriented economic development, therefore, the local economy was greatly affected

    by international economic crisis so that toll somewhat decreased.

    In the Guangdong"6.15 "Jiujiang Bridge Collision Accident, 325 National Road

    Jiujiang Bridge had been heated by the Nanguiji 035 ship, which resulted in more than

    200 meters of Jiujiang Bridge collapsed. After the 2years reconstruction, the Jiujiang

    Bridge is open to traffic On June 10, 2009, the toll income as stable as 2007 before the

    bridge collapsed.

    The toll income of other sections kept stable.

    (II) Year-on-year increase/decrease of operating income, operating profit and net

    profit

    Unit:RMB

    January-June 2009 January-June 2008

    Year-on-year

    increase/decrease

    Operating income 471,816,749.75 492,935,283.48 -4.28%

    Operating cost 167,659,678.25 181,525,005.66 -7.64%

    Operating profit 300,113,928.29 348,864,543.50 -13.97%

    Net Profit 215,787,292.73 251,244,086.75 -14.11%

    Operating income decreased mainly due to decrease of toll income of Guangfo

    Expressway. Operating cost decreased mainly due to year-on-year decrease of

    maintenance work of Fokai Expressway. Operating profit decreased mainly due to12

    decrease of toll income of expressways partly held by the Company in addition to the

    decrease of operating income. Net profit decreased for all the above-mentioned reasons.

    (III). The scope of main operation and its operating status

    The company belongs to the industry of infrastructure construction, with

    commercial development and operation of expressways and large bridges in Guangdong

    Expressway system. The expressway industry is an industry with special support form the

    state, and the Company’s operation benefits from the support of the industrial policy of

    the country. Operating income and profit of the main operation for the report period were

    RMB 471,816,749.75, coming form the toll collection on expressways and very large

    bridges.

    Unit:RMB’0000

    The Status of key business in terms of industry of business

    In terms of business line

    or product

    Income from

    main operation

    Cost of main

    operation

    Gross profit

    ratio(%)

    Increase/decreas

    e of income

    from main

    operation over

    the previous year

    (%)

    Increase/decrease

    of cost of main

    operation over the

    previous year (%)

    Increase or

    decrease of Gross

    profit ratio from

    main operation

    over the previous

    year (%)

    Toll income 47,031.79 16,692.63 64.51% -3.97% -7.71% 1.44%

    The status of key business in terms of product business

    Toll income 47,031.79 16,692.63 64.51% -3.97% -7.71% 1.44%

    Of which: In the report period, The total amount of product sales or rendering of

    services of the Company to its controlling shareholder and subsidiaries was RMB 0.00

    million in the report period.

    (IV) In the report period, there was no material change in the Company's profit

    structure, main operation or its structure and profitability of main operation.

    (V) The Company did not conduct other business operation activities having material influence

    on the profit for the report period.

    (VI) Particulars about single joint venture generating investment income that exceeded 10% of13

    the net profit of the Company

    1.Shenzhen Huiyan Expressway Co., Ltd.: It is mainly engaged in the organization and

    management of the construction of the main line of Shenzhen section of Huiyan Expressway, its

    operation, management and maintenance after its completion, collection of toll and road service

    management, the construction management of road, bridge and culvert projects and engineering

    consultation. The net profit of this company for Jan - June 2009 was RMB 8,389.97. The equity

    investment income obtained by the Company was RMB2,796.66.

    Jingzhu Expressway Guangzhu Section Co., Ltd.: It is mainly engaged in the construction,

    operation and management of expressways from Guangzhou to Zhuhai and Jiangmen and provision of

    the services supporting expressway including fueling, salvation, parts and components supply. The net

    profit of this company for Jan - June 2009 was RMB27,326.42. The equity investment income

    obtained by the Company was RMB5,465.28.

    3.Guangdong Guanghui Expressway Co., Ltd.: It is mainly engaged in the investment in and

    construction of Guanghui Expressway and supporting facilities, the toll collection and maintenance

    management of Guanghui Expressway. The net profit of this company for Jan - June 2009 was

    RMB21,908.55. The equity investment income obtained by the Company is RMB6,572.57.

    (VII) Problems and difficulties occurred in operation

    Difficulties confronted by the Company:

    From July 18 to December 31, 2009, Guangqing Fly-over Bridge to Chencun

    Section of Guangzhou Beihuan Expressway connected with Guangfo Expressway will be

    completely closed for maintenance. As a result, the vehicle traffic volume of Guangfo

    Expressway will sharply decrease and that of Fokai Expressway will also somewhat

    decrease. On the other hand, bridge connection in places and finishing layer construction

    will be carried out for the expansion project of Guangfo Expressway and Fokai

    Expressway in the second half of year. At that time, half-closure construction will be

    carried out, which will greatly affect the traffic capacity of vehicles. Therefore, the

    Company's operating income in the second half year may continue to decrease year on

    year.

    The countermeasures of the Company mainly include:

    The Company will make full use of the opportunity of vehicle traffic volume14

    decrease caused by major repair of Beihuan Road, quicken the construction of Guangfo

    and Fokai Expansion Project and decrease the influence of vehicle passing in the

    construction period to the greatest extent.

    II. Particulars about investments

    (I) The Company did not use raised fund in the report period.

    (II) The actual progress of important investment projects utilizing non-raised funds

    III. Operation performance

    Targets for operating income and operating cost in 2009 were RMB893.1384 million and

    RMB509.2538 million respectively quoted in the 2008 annual report. As of June 30, 2009, operating

    income of the Company was RMB471.8167 million, which accounts for 452.83% of the target;

    operating cost of the Company is RMB167.6597 million, which accounts for 35.53% of the target.15

    VI. Important events

    I. Administrative Position

    In the report period, The Company legally operated and regulated its operation according to the

    requirements of relevant laws and regulations including the Company Law, the Securities Law,

    Guidelines for Governance of Listed Companies, Opinions on Enhancing Quality of Listed

    Companies, Regulations on Information Disclosure of Listed Companies and Stock Listing Rules of

    Shenzhen Stock Exchange. The actual conditions of the corporate governance structure of the

    Company basically complied with the provisions of regulatory documents concerning governance of

    listed companies promulgated by China Securities Regulatory Commission. In the report period, two

    special committees of the Company including remuneration and appraisal committee and audit

    committee carried out relevant work according to the implementation rules of relevant special

    committees.

    At present, the Company is revising and supplementing relevant internal control systems and

    unceasingly supplement and improve corporate governance structure to form more effective restriction

    relationship between rights, decision making, supervision and executive bodies, further enhance its

    level of standardized operation.

    The Company will implement this distribution plan before August 29, 2009.

    III. In the report period, What the Company was involved in significant lawsuit, arbitrations

    The lawsuit happened during the report period:

    (1). On June 30, 2003, China International Economic and Trade Arbitration Commission

    Shenzhen Branch made final award on the lawsuit of the dispute in the contract and additional

    agreement of the China-foreign constructed and operated Fozhan Expressway Dianbai (Magang) to

    Zhanjian (Suixi) that at the September 25, 2001: (1) The arbitral award includes ruling Southeast

    Asia Maofa Co., Ltd. to pay the default fine and part of expenses for handling the arbitration case and

    allocated expenses of each party involved in this arbitration case to the Company. total is RMB

    4,413,000 and related interest, Our company has submitted 《the application of enforcement action> to

    Guangzhou Intermediate People's Court.In April 2005, Guangzhou Municipal Intermediate People's

    Court made a judgment concerning entirely auctioning Maozhan Company’s stocks held by Southeast

    Asia Maofa Co., Ltd. and made an announcement of auction. Guangzhou Municipal Intermediate

    People's Court submitted this enforcement case to Guangdong Higher People's Court for jurisdiction

    transfer in July 2005 according to the notice of Guangdong Higher People's Court regarding

    liquidation of outstanding cases beyond the legal time limit of enforcement. On September 2, 2008,

    Yangjiang Municipal Intermediate People's Court made the following ruling: (i) canceling the seizure

    of 35% of Maozhan Company’s stocks and incomes held by Southeast Asia Maofa Co., Ltd. as the

    party subject to enforcement; (ii) freezing the debts of RMB5,334,500 that are due to Maozhan

    Company by Southeast Asia Maofa Co., Ltd. as the party subject to enforcement, and seizing

    RMB5,334,500 that is due to Southeast Asia Maofa Co., Ltd. as the party subject to enforcement by16

    Maozhan company for repayment of debts, and serving a notice of Assisting in Enforcement to

    Maozhan Company. This enforcement case has not finally been closed yet.

    (2) The technology company as the holding subsidiary of the Company filed a lawsuit with the

    People’s Court of Yuexiu District of Guangzhou in May 2006, requesting Wang Jianji, as the guarantor

    of Beijing Green Angel Organic Fertilizer Co., Ltd. for the RMB8 million entrusted loan purpose, to

    perform its guarantee liabilities, repay RMB8 million and accrued interests and disburse a default fine

    of RMB 93,716.00. The People’s Court of Yuexiu District of Guangzhou made the (2006) YFMEC Zi

    No. 1708 Judgment of First Instance that the Defendant Wang Jianji should repay the principal of the

    RMB8 million entrusted loan and its overdue interests as well as pay a default fine of RMB 93,716.00

    to the technology company. The Defendant Wang Jianji lodged an appeal against the Judgment of First

    Instance. Guangzhou Municipal Intermediate People's Court made the (2007) SZFMEZ Zi No. 1057

    Judgment of Second Instance to affirm the original judgment on August 24, 2007.

    Wang Jianji did not accept the civil award of (2007) Suizhongfamingzhong No.1057 by

    Guangdong Guangzhou Intermediate People's Court and applied to Guangdong Provincial Higher

    People's Court for retrial. On November 26, 2007, Guangdong Provincial Higher People's Court made

    (2007) Yegaofaliming No. 1010 award, This case entered the retrial proceedings. On September 11,

    2008, Guangzhou Municipal Intermediate People's Court issued the (2008) SZFSJMZ Zi No. 66

    Written Civil Ruling that the (2006) SZFLMZ Zi No. 1146 Written Civil Ruling and the (2006)

    YFMEC Zi No. 1708 Written Civil Ruling made by the People’s Court of Yuexiu District of

    Guangzhou of Guangdong should be rescinded, the (2007) SZFMEZ Zi No. 1057 Paper of Civil

    Judgment and the (2006) YFMEC Zi No. 1708 Paper of Civil Judgment made by the People’s Court of

    Yuexiu District of Guangzhou of Guangdong should be rescinded and this case should be transferred

    to the People’s Court of Xicheng District of Beijing for processing. On May 11, 2009, Beijing

    Xicheng People's Court issued the case acceptance notice. On June 22, 2009, the court issued Civil

    Ruling Paper and sealed up three houses under the name of Wang Jianji for litigation-related

    preservation. So far, the notice of trial of this case has not been received.

    (3) On June 15, 2007 morning, the Nanguiji 035 ship owned by Yang Xiong, Foshan Nanhaiyu

    Ship Co., Ltd. heated Jiujiang Bridge on 325 National Road owned by the controlling company of the

    company, and resulted in more than 200 meters of Jiujiang Bridge collapsed.

    On June 19, 2007, The Ministry of Communications, the State Production Safety Supervision and

    Administration Commission issued the JiaoAnWeiming File [2007] No. 8 "Notification on the

    Guangdong"6.15 "Jiujiang Bridge Collision Accident", initially determined the causes of the accident

    are: the incident ship suddenly met heavy fog on the way from Foshan Gaoming to Sunde, the captain

    neglected looking out, did not take proper measures and deviated from the main channel, touched the

    325 National Road Jiujiang Bridge the non-navigation bridge pier and caused the collapsion of part of

    the Jiujiang bridge. The accident was an unilateral responsibility of the ship.

    On July 19, 2007,Fokai Expressway Co., ltd. applied preservation of property to Guangzhou

    Maritime Court. On August 22, 2007, Fokai Company officially prosecuted to Guangzhou Maritime17

    Court, asking Foshan South Sea Shipping Company Limited and Yang Xiong to undertake the

    conpensation 25,587,684 yuan for the loss caused by collapsion of Jiujiang Bridge. After the court

    accepted the case, The Court, on November 5, 2007, decided to suspend the proceeding. In September

    2008, Jiujiang Bridge accident investigation report was officially reported and resumed the

    proceedings. On December 5, 2008, Guangzhou Marine Court opened a court trial to proceeded the

    case. Currently, Guangzhou Haizhu prosecutorial office was intend to prosecute the accident captain

    Shi Guide, therefore, on January 5, 2009, Guangzhou Maritime Court ruled the suspension of the case.

    At present, no further notice related to this case has been received from the court and its hearing is still

    in suspense.

    IV. The equity of other listed companies and financial enterprises held by the Company

    The equity of Huaxia Securities Co., Ltd. held by the Company in the report period:

    In 1993, the Company invested RMB 5.4 million in Huaxia Securities Co., Ltd., which accounts

    for 0.54% of its registered capital (RMB 1 billion) at that time. Later, Huaxia Securities increased

    share capital. The shareholding ratio of the Company decreased to 0.27%.

    On December 16, 2005 after stock market trading hour, the China Securities Regulatory

    Commission and the People’s Government of Beijing had issued announcement to exercise the

    security trading rights of Huaxia Securities Co., Ltd due to the Huaxia Securities Co., Ltd has

    Financial Risk Existence and it didn’t has the continual management ability.

    On December 19, 2005, the liquidation committee of Huaxia Securities issued No.1 and No.2

    Creditor's Rights Registration Announcement of Liquidation Committee of Huaxia Securities Co., Ltd.

    The liquidation committee exercised the rights of Huaxia Securities Co., Ltd. on its behalf and was

    responsible for its liquidation. In 2005, Guangdong Express Technology Investment Co., Ltd. fully

    made provision for impairment in respect of the long-term equity investment of Huaxia Securities Co.,

    Ltd. held by it. So far, Huaxia Securities Co., Ltd. has not closed deregistration.

    V. Not Material acquisition and disposal of assets and asset reorganization in the

    report period.

    VI. Not significant acquisition in the report period.

    VII. Significant related transactions

    (1)In the report period, The Company were not Significant Related transactions .

    (2) In the report period, the Company were not involved in related transactions concerning

    assets acquisition and disposal.18

    (3) In the report period, the Company and related parties were not involved in material

    claims and debts or guarantee.

    VIII. Important contracts and implementing

    1. In the report period, the Company did not hold in trust or contract for or lease the material

    assets of other companies nor did other companies hold in trust, contract for or lease the material

    assets of the Company.

    2. In the report period, the Company neither provided material guarantee to other companies nor

    provided guarantee to its controlled subsidiaries.

    3. In the report period, the Company did not entrust others to manage its material cash assets

    management

    IX. In the reporting period, there is no significant commitments concerning the Company or the

    shareholders hold 5% share capital for disclosure. However the commitment issues made by the

    shareholders during share equity relocation program were under processing and carried over to the

    report term.

    1.The Company's plan for share holding structure reform was voted through at the shareholders'

    meeting concerning share holding structure reform on December 21, 2005. In addition to honoring

    specified statutory commitment, shareholders holding non-negotiable shares made the following

    commitment in this plan:

    (1) The non-negoti1ble sh1res held by the Comp1ny's sh1reholders holding non-negoti1ble

    sh1res sh1ll not be listed, tr1ded or 1ssigned within twelve months from the d1te of obt1ining the right

    of listing 1nd negoti1tion. Meanwhile, Guangdong Communication Group Co., Ltd., the controlling

    shareholder, and its related companies including Guangdong Expressway Co., Ltd., Guangdong

    Traffic Development Company, Guangdong Communication Development Company and Guangdong

    Guanghua Expressway Company further promised that the non-negotiable shares held by them would

    not be listed and traded within twenty four months after the expiration of the said period of twelve

    months.

    (2) After the implementation of share holding structure reform, Guangdong Communication

    Group Co., Ltd. promised to propose the maintenance of the Company's cash dividend policy in force

    for the period from 2005 to 2007 and cast affirmative vote at the shareholders' general meeting.

    Since the listing of the Company, i.e., in the period from 1996 to 2004, the arithmetic average of

    the proportion of the amount of cash dividends to the net profit for current year was 61.26%. The

    proportion of cash dividend distribution of the Company in the next three years will not be lower than19

    this proportion.

    (3) In order to maintain appropriate holding level and enhance its position of controlling

    shareholder after share holding structure reform, Guangdong Communication Group Co., Ltd.

    promised that it or its wholly-owned subsidiaries would invest RMB 400 million in purchasing

    negotiable Guangdong Expressway A shares in secondary market at appropriate time within twelve

    months after adoption of the plan for share holding structure reform at relevant shareholders' meeting

    of the Company under the premise of obtaining CSRC's exemption of general tender offer. Within six

    months after the completion of share purchase plan each time, Guangdong Communication Group Co.,

    Ltd. and its wholly-owned subsidiaries will not sell the shares purchased and will perform relevant

    information disclosure obligation. In case of sales in the said period, all income shall belong to all

    shareholders of the Company.

    Status of fulfillment:

    (1) The non-negotiable shares held by the Company's shareholders holding non-negotiable shares

    will be listed and traded after the expiry of the commitment term. At the end of this report period, the

    commitment term has expired. During the commitment term, the shareholders holding non-negotiable

    shares did not violate the commitment.

    (2) Guangdong Communication Group Co., Ltd. proposed cash dividend distribution and cast

    affirmative vote at 2007 annual shareholders' general meeting. The Company paid RMB 1.6

    (including tax) for every 10 shares with total share capital, i.e., 1,257,117,748 shares, The dividend

    was totalled to RMB201,138,839.68 and accounted for 61.85% of the total net profit of the year..as the

    base in 2005 and paid RMB 1.7 in cash to all shareholders for every 10 shares. The Company paid

    RMB 1.6 (including tax) for every 10 shares in 2005. Cash dividends of RMB 201,138,839.68 were

    distributed in total, as the base in 2006 and paid RMB 1.7 in cash to all shareholders for every 10

    shares. The dividend was totalled to RMB213,710,017.16 and accounted for 64.40% of the total net

    profit of the year. For 2007 and the first quarter of 2008, the Company paid RMB 2.4 in cash to all

    shareholders for every 10 shares. The dividend was totalled to RMB301,708,259.52 , The amount of

    cash dividends accounts excessed the parent company's net profit 61.26%, This commitment has

    already fulfilled.

    (3) Guangdong Communication Group Co., Ltd., the largest shareholder, has fulfilled its

    commitment to invest RMB400 million to buy in Expressway A shares from the secondary market. As

    of February 16 2007, Guangdong Communication Group Co., Ltd. has increased its holding of

    Expressway A shares by 98,932,191 shares, which accounted for 7.87% of the total capital shares of

    the Company. This commitment has already fulfilled.

    2. Guangdong Communication Group Co.,Ltd. as a controlling shareholder of the Company and

    Xinyue Company Limited as its person acting in concert increased part of A stocks and B stocks of the

    Company by Stock Trading System of Shenzhen Stock Exchange on December 11, 2008, and20

    promised that they would not reduce their stocks of the Company during the execution of the plan of

    stock increase and within the legal time limit.

    Details of performance: up to the publishing date of this report, Guangdong Provincial Transport

    Group Co., Ltd. and Xinyue Company Limited as its person acting in concert have not reduced their

    stocks of the Company. Therefore, this promise is still being performed.

    X. The special statement and independent opinions of the independent directors of the Company

    on fund occupation by related parties and external guarantee of the Company

    According to relevant regulations including the Guiding Opinions on Establishment of

    Independent Director System by Listed Companies, Guidelines for Governance of Listed Companies

    and Stock Listing Rules of Shenzhen Stock Exchange, we, as independent directors of Guangdong

    Expressway Development Co., Ltd. ("the Company"), make special statement and express

    independent opinions on the Company's external guarantee on accumulative basis and in current

    period and status of fund occupation by related parties as follows:

    According to the Circular on Certain Issues Relating to Standardization of Fund Transfer

    Between Listed Companies and Their Related Parties and Guarantees Provided by Listed Companies

    (Zheng Jian Fa (2003) No. 56 Document) and the Circular of Regulating External Guarantees

    Provided by Listed Companies (Zheng Jian Fa (2005) No. 120 Document), we seriously audited and

    confirmed the external guarantees provided by the Company and the status of fund occupation by the

    controlling shareholder and other related parties of the Company with the attitude of being responsible

    to the Company, all shareholders and investors and according to the principle of seeking truth from

    facts.

    1. According to our prudent examination and inspection, the Company strictly complied with

    relevant provisions of the Articles of Association of the Company, seriously implemented the

    provisions of Zheng Jian Fa (2003) No. 56 Document and (2005) No. 120 Document and strictly

    controlled the risk of external guarantee. In the report period, the Company did not provide guarantee

    to the controlling shareholder and related parties or other parties. At the end of the report period, there

    was no external guarantee on accumulative basis.

    2. In the report period, The fund transfers between the Company and related parties were all for

    normal operation. The related parties did not occupy the funds of the Company in violation of

    regulations.

    XI Lixin Yangcheng Certified public Accountants audited the financial report of the Company for

    this Report period. The financial report of the semi-annual report has not been audited.

    XII. In the report period, none of the directors, supervisors, executives, shareholders, substantial

    dominators, buyer of the Company was investigated by relative departments, executed by legal &

    discipline departments, delivered to legal departments, appeared for crime, investigated or punished21

    by China Securities Regulatory Commission, restricted to security market, criticized publicly,

    regarded as improper person, punished by other executive departments, or publicly condemned by the

    Stock Exchange.

    XIII. Communication, interviewing and investigation in the report term

    Date Place Mode Visitor

    Content of discussion and

    materials provided

    January 22, 2009 The Company Onsite

    investigation

    Deputy Analyst of

    transport Industry

    of Guoxin Securities

    Economic Research

    Institute

    Learning about the basic status

    of the Company

    February 25, 2009 Shenzhen

    Wuzhou Hotel

    Notes meeting

    of Earnings

    Jinyuan Securities Co., Ltd.,

    Analyst of China merchants

    securities ,Guangfa

    Securities Co., Ltd.,

    Development

    Center ,Lianhe Securities

    Co., Ltd.

    Learning about the basic

    operating status of the

    Company, Introduced the

    basic operating information

    of the company;

    Communicated with

    researchers on the industry

    and the development of the

    Company and answer some

    of problems.

    May 8, 2009 The Company Onsite

    investigation

    Analyst of Research

    Dept of BOC

    international Ltd

    I. Main content of discussion:

    1) Routing operation status of

    company 2) Financial data

    analysis of company 3)

    Development strategy of

    company 4) Company’s

    opinion on industry changes

    II. Main data provided: Public

    information from company

    periodical reports etc.

    May 14, 2009 The Company Onsite

    investigation

    Analyst of UBS Securities

    Co., Ltd.

    I. Main content of discussion:

    1) Routing operation status of

    company 2) Financial data

    analysis of company 3)

    Development strategy of

    company 4) Company’s

    opinion on industry changes

    II. Main data provided: Public

    information from company

    periodical reports etc.

    May 19, 2009 The Company Onsite

    investigation

    Researchers of Shanghai

    Rongzheng Investment

    Consultation Co., Ltd.

    I. Main content of discussion:

    1) Routing operation status of

    company 2) Financial data

    analysis of company 3)

    Development strategy of

    company 4) Company’s

    opinion on industry changes

    II. Main data provided: Public

    information from company

    periodical reports etc.22

    June 29,2009 Guangzhou

    Ramada Hotel

    2008 annual

    shareholders’

    meeting

    Reporters of National

    Business Daily、Financial

    Planning Department of

    Information Times and

    China Security Journal.

    I Main content of discussion:

    1) Routing operation status of

    company 2) Financial data

    analysis of company

    II Main data provided: Public

    information from company

    periodical reports 、documents

    of shareholders’ meeting etc.

    XIV. Making or implementation of share purchase plan by shareholders holding

    more than 30% equity in the report period

    Guangdong Communication Group Co., Ltd., the controlling shareholder of the Company, and

    Xinyue Co., Ltd., a person taking concerted action purchased some A shares and B shares of the

    Company through securities trading system of Shenzhen Stock Exchange on December 11, 2008 and

    planned to continue to purchase A shares and B shares of the Company through the securities trading

    system of Shenzhen Stock Exchange within next 12 months. The total quantity of the shares to be

    purchased will not exceed 2% of the total share capital of the Company.

    At the end of the report period, Guangdong Communication Group Co., Ltd. accumulatively

    purchased 1,207,859 A shares through secondary market and Xinyue Company purchased

    accumulatively 10,382,999 B shares through secondary market.

    This purchase plan is still in progress.23

    VII Financial Report(Uncensored)

    I. Financial statement

    Balance Sheet

    Prepared by: Guangdong Provincial Expressway Development Co., Ltd.

    January-June,2009 Unit: RMB

    Year-end balance Year-beginning balance

    Items

    Consolidated Parent Company.

    Consolidated Parent Company.

    Current asset:

    Monetary fund 622,360,763.72 239,631,811.27 350,765,725.76 41,195,556.89

    Settlement provision

    Outgoing call loan

    Trading financial

    assets

    Bill receivable

    Account receivable 25,997,653.39 12,654,511.88

    Prepayments 252,668,125.81 85,087,576.90

    Insurance receivable

    Reinsurance receivable

    Provisions of

    Reinsurance contracts

    receivable

    Interest receivable

    Dividend receivable 54,842,253.25 141,259,357.03 14,970,025.14 14,970,025.14

    Other account

    receivable 51,632,804.64 3,508,278.73 28,323,738.28 31,749,471.14

    Repurchasing of

    financial assets

    Inventories 248,754.99 405,711.52

    Non-current asset due

    in 1 year

    Other current asset

    Total of current assets 1,007,750,355.80 384,399,447.03 492,207,289.48 87,915,053.17

    Non-current assets:

    Loans and payment on

    other’s behalf

    disbursed

    Disposable financial

    asset

    Expired investment in

    possess

    Long-term receivable

    Long term share equity

    investment 2,152,645,686.48 3,214,849,256.00 2,196,261,073.68 3,257,393,823.31

    Property investment

    Fixed assets 3,634,450,290.71 10,889,687.15 3,443,865,259.05 11,186,504.90

    Construction in

    progress 1,219,765,861.34 1,083,046,214.97

    Engineering material

    Fixed asset disposal24

    Production physical

    assets

    Gas & petrol

    Intangible assets 67,659,805.00 71,220,847.00

    R & D petrol

    Goodwill

    Long-germ expenses to

    be amortized 1,209,894.17 1,968,947.82

    Differed income tax

    asset 10,395,598.38 10,967,868.43

    Other non-current

    asset

    Total of non-current

    assets 7,086,127,136.08 3,225,738,943.15 6,807,330,210.95 3,268,580,328.21

    Total of assets 8,093,877,491.88 3,610,138,390.18 7,299,537,500.43 3,356,495,381.38

    Current liabilities

    Short-term loans 258,000,000.00 300,000,000.00

    Loan from Central Bank

    Deposit received and

    hold for others

    Call loan received

    Trade off financial

    liabilities

    Bill payable

    Account payable 203,705,615.68 107,100,915.00

    Advance payment 6,402,672.80 6,125,701.56

    Selling of repurchased

    financial assets

    Fees and commissions

    receivable

    Employees’ wage payable 9,416,978.99 6,741,114.77 11,827,195.03 7,000,193.40

    Tax payable 898,114.75 5,168.96 3,911,924.42 196,664.32

    Interest Payable 5,891,456.92 5,537,848.30

    Dividend Payable 165,674,377.48 138,308,961.28 12,316,103.37 12,316,103.37

    Other account payable 214,393,533.99 107,424,588.78 263,417,611.91 139,138,865.17

    Reinsurance fee

    payable

    Insurance contract

    provision

    Entrusted trading of

    securities

    Entrusted selling of

    securities

    Non-current liability

    due in 1 year 450,000,000.00 290,000,000.00

    Other current liability 57,154,942.61

    Total of current

    liability 1,314,382,750.61 309,634,776.40 1,000,237,299.59 158,651,826.26

    Non-current liabilities:

    Long-term loan 2,732,664,803.54 2,348,324,803.5425

    Bond payable

    Long-term payable 2,022,210.11 2,022,210.11 2,022,210.11 2,022,210.11

    Special payable 100,000.00 100,000.00

    Expected liabilities

    Differed income tax

    liability 110,856,273.74 101,054,676.23

    Other non-current

    liabilities

    Total of non-current

    liabilities 2,845,643,287.39 2,022,210.11 2,451,501,689.88 2,022,210.11

    Total of liability 4,160,026,038.00 311,656,986.51 3,451,738,989.47 160,674,036.37

    Owners’ equity

    Share capital 1,257,117,748.00 1,257,117,748.00 1,257,117,748.00 1,257,117,748.00

    Capital reserves 1,534,906,856.32 1,534,906,856.32 1,534,906,856.32 1,534,906,856.32

    Less:Shares in stock

    Special reserve

    Surplus reserves 91,921,501.73 91,921,501.73 91,921,501.73 91,921,501.73

    Common risk provision

    Undistributed profit 627,361,650.63 414,535,297.62 537,158,754.16 311,875,238.96

    Different of foreign

    currency translation

    Total of owner’s equity

    belong to the parent

    company

    3,511,307,756.68 3,298,481,403.67 3,421,104,860.21 3,195,821,345.01

    Minor shareholders’ equity 422,543,697.20 426,693,650.75

    Total of owners’ equity 3,933,851,453.88 3,298,481,403.67 3,847,798,510.96 3,195,821,345.01

    Total of liabilities and

    owners’ equity 8,093,877,491.88 3,610,138,390.18 7,299,537,500.43 3,356,495,381.38

    Profit statement

    Prepared by: Guangdong Provincial Expressway Development Co., Ltd.

    January-June 2009 Unit:RMB

    Current term Same period last year

    Items

    Consolidated Parent Company Consolidated Parent Company

    I. Total business income 471,816,749.75 3,600.00 492,935,283.48 255,600.00

    Incl:Business income 471,816,749.75 3,600.00 492,935,283.48 255,600.00

    Interest income

    Insurance fee earned

    Fee and commission received

    II.Total business cost 304,333,672.79 25,272,882.70 302,614,819.39 23,769,262.83

    Incl:Business cost 167,659,678.25 181,525,005.66

    Interest expense

    Fee and commission paid

    Insurance discharge payment

    Net claim amount paid

    Net insurance policy reserves

    Insurance policy dividend

    paid

    Reinsurance expenses26

    Business tax and surcharge 15,533,972.20 180.00 16,029,568.82 12,780.00

    Sales expense

    Administrative expense 47,896,913.39 23,962,124.27 45,822,121.24 24,288,029.13

    Financial expenses 68,856,572.60 1,310,578.43 59,954,001.06 -46,153.63

    Asset impairment loss 4,386,536.35 -715,877.39 -485,392.67

    Add:Gains from change of fir

    value (“-”for loss)

    Investment gain(“-”for loss) 132,758,229.87 253,606,591.16 158,544,079.41 381,110,027.53

    Incl: investment gains from

    affiliates 125,642,159.44 125,944,912.23 158,544,079.41 159,314,523.96

    Gains from currency exchange

    (“-”for loss)

    III. Operational profit(“-”

    for loss) 300,241,306.83 228,337,308.46 348,864,543.50 357,596,364.70

    Add:Non-business income 1,019,915.03 34,525.00 1,770,670.66

    Less:Non business expenses 477,373.69 22,729,808.66 100,000.00

    Incl:Loss from disposal of

    non-current assets 70,692.18 21,620,634.42

    IV.Gross profit(“-”for loss) 300,783,848.17 228,371,833.46 327,905,405.50 357,496,364.70

    Less:Income tax expenses 46,465,237.48 38,080,018.49

    V. Net profit(“-”for net loss) 254,318,610.69 228,371,833.46 289,825,387.01 357,496,364.70

    Net profit attributable to the

    owners of parent company 215,914,671.27 228,371,833.46 251,244,086.75 357,496,364.70

    Minor shareholders’ equity 38,403,939.42 38,581,300.26

    VI. Earnings per share:

    (I)Basic earnings per share 0.17 0.20

    (II)Diluted earnings per

    share 0.17 0.20

    Cash flow statement

    Prepared by: Guangdong Provincial Expressway Development Co., Ltd.

    January-June 2009 Unit:RMB

    Current term Same period last year Items

    Consolidated Parent Company Consolidated Parent Company

    I. Net cash flow from

    business operation

    Cash received from sales

    of products and

    providing of services

    456,566,626.51 473,485,036.71

    Net increase of customer

    deposits and capital kept

    for brother company

    Net increase of loans

    from central bank

    Net increase of

    inter-bank loans from

    other financial bodies

    Cash received against27

    original insurance

    contract

    Net cash received from

    reinsurance business

    Net increase of client

    deposit and investment

    Net increase of trade

    financial asset disposal

    Cash received as

    interest, processing

    fee and commission

    Net increase of

    inter-bank fund

    received

    Net increase of

    repurchasing business

    Tax returned

    Other cash received from

    business operation 19,592,585.12 468,173,266.49 13,711,162.10 67,870,401.52

    Sub-total of cash

    inflow 476,159,211.63 468,173,266.49 487,196,198.81 67,870,401.52

    Cash paid for purchasing

    of merchandise and

    services

    32,476,288.73 67,269,839.44

    Net increase of client

    trade and advance

    Net increase of savings n

    central bank and brother

    company

    Cash paid for original

    contract claim

    Cash paid for interest,

    processing fee and

    commission

    Cash paid for policy

    dividend

    Cash paid to staffs or

    paid for staffs 48,317,351.22 10,982,692.41 44,785,321.39 9,541,224.02

    Taxes paid 57,480,998.53 26,049.52 69,991,411.94 43,028.00

    Other cash paid for

    business activities 130,347,217.35 410,069,752.55 55,693,085.43 15,445,089.58

    Sub-total of cash

    outflow from business

    activities

    268,621,855.83 421,078,494.48 237,739,658.20 25,029,341.60

    Cash flow generated by

    business operation, net 207,537,355.80 47,094,772.01 249,456,540.61 42,841,059.92

    II.Cash flow generated by

    investing

    Cash received from

    investment retrieving 797,000.0028

    Cash received as

    investment gains 163,117,251.43 193,265,607.66 197,957,494.71 382,936,275.79

    Net cash retrieved from

    disposal of fixed assets,

    intangible assets, and

    other long-term assets

    1,200.00 540.00

    Net cash received from

    disposal of subsidiaries

    or other operational

    units

    Other investment-related

    cash received 4,198,040.80

    Sub-total of cash inflow

    due to investment

    activities

    163,915,451.43 193,265,607.66 202,156,075.51 382,936,275.79

    Cash paid for

    construction of

    fixed assets,

    intangible assets

    and other long-term

    assets

    446,610,971.81 419,320.00 260,705,765.57 1,111,221.00

    Cash paid as investment 34,500,000.00 34,500,000.00 276,251,100.00 276,251,100.00

    Net increase of loan

    against pledge

    Net cash received

    from subsidiaries and

    other operational

    units

    Other cash paid for

    investment activities 2,528.44 683.93

    Sub-total of cash

    outflow due to

    investment activities

    481,113,500.25 34,919,320.00 536,957,549.50 277,362,321.00

    Net cash flow generated

    by investment -317,198,048.82 158,346,287.66 -334,801,473.99 105,573,954.79

    III.Cash flow generated

    by financing

    Cash received as

    investment

    Incl: Cash received as

    investment from minor

    shareholders

    Cash received as

    loans 802,340,000.00 1,630,000,000.00

    Cash received from

    bond placing

    Other financing

    –related ash received

    Sub-total of cash

    inflow from financing 802,340,000.00 1,630,000,000.0029

    activities

    Cash to repay debts 300,000,000.00 1,085,000,000.00

    Cash paid as dividend,

    profit, or interests 121,084,051.88 7,004,588.15 86,520,529.35 3,211,269.24

    Incl: Dividend and

    profit paid by

    subsidiaries to minor

    shareholders

    Other cash paid for

    financing activities

    Sub-total of cash

    outflow due to financing

    activities

    421,084,051.88 7,004,588.15 1,171,520,529.35 3,211,269.24

    Net cash flow generated

    by financing 381,255,948.12 -7,004,588.15 458,479,470.65 -3,211,269.24

    IV.Influence of exchange

    rate alternation on cash

    and cash equivalents

    -217.14 -217.14 -33,503.88 -33,503.88

    V.Net increase of cash

    and cash equivalents 271,595,037.96 198,436,254.38 373,101,033.39 145,170,241.59

    Add: balance of cash and

    cash equivalents at the

    beginning of term

    350,765,725.76 41,195,556.89 190,665,302.76 34,847,364.21

    VI. Balance of cash and

    cash equivalents at the

    end of term

    622,360,763.72 239,631,811.27 563,766,336.15 180,017,605.8030

    Consolidated Statement of Change in Owners’ Equity

    Prepared by: Guangdong Provincial Expressway Development Co., Ltd.

    January-June,2009 Unit:RMB

    Amount of the Current term

    Owner’s equity Attributable to the Parent Company

    Items

    Share

    Capital

    Capital

    reserves

    Less:

    Share

    s in

    stock

    Specia

    l

    reserv

    e

    Surplus

    reserves

    Common

    risk

    provisions

    Attributable

    profit

    Other

    Minor

    shareholders’

    equity

    Total of

    owners’

    equity

    I.Balance at the end of

    last year

    1,257,117,748.00 1,534,906,856.32 91,921,501.73 537,158,754.16 426,693,650.75 3,847,798,510.96

    Add: Change of

    accounting policy

    Correcting of previous

    errors

    Other

    II.Balance at the

    beginning of current year

    1,257,117,748.00 1,534,906,856.32 91,921,501.73 537,158,754.16 426,693,650.75 3,847,798,510.96

    III.Changed in the current

    year

    90,202,896.47 -4,149,953.55 86,052,942.92

    (I) Net profit 215,914,671.27 38,403,939.42 254,318,610.69

    (II) Gains losses

    accounted into owners’

    equity directly

    I.Changed in fair value31

    of sellable financial

    assets, net

    2. Influence of change

    in other owners’ equity of

    invested enterprises on

    equity basis

    3.Influence of income

    tax related to owners’

    equity items

    4.Other

    Total of (I) and (II) 215,914,671.27 38,403,939.42 254,318,610.69

    (III) Investment or

    decreasing of capital by

    owners

    1.Investment by

    owners

    2.Amount of shares

    paid and accounted as

    owners’ equity

    3.Other

    (IV) Profit allotment -125,711,774.80 -42,553,892.97 -168,265,667.77

    1.Providing of

    surplus reserves

    2.Providing of common

    risk provisions32

    3.Allotment to the

    owners

    -125,711,774.80 -42,553,892.97 -168,265,667.77

    4.Other

    (V) Internal

    transferring of owners’

    equity

    1.Capitalizing of capital

    reserves

    2.Capitalizing of surplus

    reserves

    3.Making up losses by

    surplus reserves

    4.Other

    IV. Balance at the end of

    this term

    1,257,117,748.00 1,534,906,856.32 91,921,501.73 627,361,650.63 422,543,697.20 3,933,851,453.8833

    Consolidated Statement of Change in Owners’ Equity(Con.)

    Prepared by: Guangdong Provincial Expressway Development Co., Ltd.

    January-June,2009 Unit:RMB

    Amount of the previous term

    Owner’s equity Attributable to the Parent Company

    Items

    Share

    Capital

    Capital

    reserves

    Les

    s:

    Sha

    res

    in

    sto

    ck

    Sp

    ec

    ia

    l

    re

    se

    rv

    e

    Surplus

    reserves

    Common

    risk

    provision

    s

    Attributa

    ble

    profit

    Ot

    he

    r

    Minor

    shareholde

    rs’ equity

    Total of

    owners’

    equity

    I.Balance at the end of last year 1,257,117,748.00 1,534,906,856.32 43,852,074.48 488,675,530.65 453,992,476.96 3,778,544,686.41

    Add: Change of accounting policy

    Correcting of previous errors

    Other

    II.Balance at the beginning of current

    year

    1,257,117,748.00 1,534,906,856.32 43,852,074.48 488,675,530.65 453,992,476.96 3,778,544,686.41

    III.Changed in the current year -50,464,172.77 -35,350,534.26 -85,814,707.03

    (I) Net profit 251,244,086.75 38,581,300.26 289,825,387.01

    (II) Gains losses accounted into

    owners’ equity directly

    I.Changed in fair value of sellable

    financial assets, net34

    2. Influence of change in other

    owners’ equity of invested enterprises

    on equity basis

    3.Influence of income tax related

    to owners’ equity items

    4.Other

    Total of (I) and (II) 251,244,086.75 38,581,300.26 289,825,387.01

    (III) Investment or decreasing of

    capital by owners

    1.Investment by owners

    2.Amount of shares paid and

    accounted as owners’ equity

    3.Other

    (IV) Profit allotment -301,708,259.52 -73,931,834.52 -375,640,094.04

    1.Providing of surplus reserves

    2.Providing of common risk

    provisions

    3.Allotment to the owners -301,708,259.52 -73,931,834.52 -375,640,094.04

    4.Other

    (V) Internal transferring of owners’

    equity

    1.Capitalizing of capital reserves

    2.Capitalizing of surplus reserves

    3.Making up losses by surplus

    reserves35

    4.Other

    IV. Balance at the end of this term 1,257,117,748.00 1,534,906,856.32 43,852,074.48 438,211,357.88 418,641,942.70 3,692,729,979.38

    Parent Company Statement of Change in Owners’ Equity

    Prepared by: Guangdong Provincial Expressway Development Co., Ltd.

    January-June, 2009 Unit:RMB

    Amount of the Current term

    Items

    Share Capital

    Capital

    reserves

    Less:

    Shares

    in

    stock

    Special

    reserve

    Surplus

    reserves

    Attributable

    profit

    Total of

    owners’

    equity

    I.Balance at the end of last year 1,257,117,748.00 1,534,906,856.32 91,921,501.73 311,875,238.96 3,195,821,345.01

    Add: Change of accounting policy

    Correcting of previous errors

    Other

    II.Balance at the beginning of

    current year

    1,257,117,748.00 1,534,906,856.32 91,921,501.73 311,875,238.96 3,195,821,345.01

    III.Changed in the current year 102,660,058.66 102,660,058.66

    (I) Net profit 228,371,833.46 228,371,833.46

    (II) Gains losses accounted into

    owners’ equity directly36

    I.Changed in fair value of sellable

    financial assets, net

    2. Influence of change in other

    owners’ equity of invested

    enterprises on equity basis

    3.Influence of income tax

    related to owners’ equity items

    4.Other

    Total of (I) and (II) 228,371,833.46 228,371,833.46

    (III) Investment or decreasing of

    capital by owners

    1.Investment by owners

    2.Amount of shares paid and

    accounted as owners’ equity

    3.Other

    (IV) Profit allotment -125,711,774.80 -125,711,774.80

    1.Providing of surplus reserves

    2.Providing of common risk

    provisions

    3.Allotment to the owners -125,711,774.80 -125,711,774.80

    4.Other

    (V) Internal transferring of

    owners’ equity

    1.Capitalizing of capital reserves

    2.Capitalizing of surplus reserves37

    3.Making up losses by surplus

    reserves

    4.Other 1,257,117,748.00 1,534,906,856.32 91,921,501.73 414,535,297.62 3,298,481,403.67

    IV. Balance at the end of this term

    Parent Company Statement of Change in Owners’ Equity( Con.)

    Prepared by: Guangdong Provincial Expressway Development Co., Ltd.

    January-June, 2009 Unit:RMB

    Amount of the previous term

    Items

    Share Capital

    Capital

    reserves

    Less:

    Shares

    in

    stock

    Special

    reserve

    Surplus

    reserves

    Attributable

    profit

    Total of

    owners’

    equity

    I.Balance at the end of last year 1,257,117,748.00 1,534,906,856.32 43,852,074.48 180,958,653.20 3,016,835,332.00

    Add: Change of accounting policy

    Correcting of previous errors

    Other

    II.Balance at the beginning of

    current year

    1,257,117,748.00 1,534,906,856.32 43,852,074.48 180,958,653.20 3,016,835,332.00

    III.Changed in the current year 55,788,105.18 55,788,105.18

    (I) Net profit 357,496,364.70 357,496,364.70

    (II) Gains losses accounted into

    owners’ equity directly38

    I.Changed in fair value of sellable

    financial assets, net

    2. Influence of change in other

    owners’ equity of invested

    enterprises on equity basis

    3.Influence of income tax

    related to owners’ equity items

    4.Other

    Total of (I) and (II) 357,496,364.70 357,496,364.70

    (III) Investment or decreasing

    of capital by owners

    1.Investment by owners

    2.Amount of shares paid and

    accounted as owners’ equity

    3.Other

    (IV) Profit allotment -301,708,259.52 -301,708,259.52

    1.Providing of surplus reserves

    2.Providing of common risk

    provisions

    3.Allotment to the owners -301,708,259.52 -301,708,259.52

    4.Other

    (V) Internal transferring of

    owners’ equity

    1.Capitalizing of capital reserves

    2.Capitalizing of surplus reserves39

    3.Making up losses by surplus

    reserves

    4.Other 1,257,117,748.00 1,534,906,856.32 43,852,074.48 236,746,758.38 3,072,623,437.18

    IV. Balance at the end of this term40

    Guangdong Provincial Expressway Development Co., Ltd.

    Notes to the Financial Statements(January- June 2009)

    I. Company Profile

    1.The Company was established in February 1993, which was originally named

    as Guangdong Fokai Expressway Co., Ltd. On June 30, 1993, it was renamed as

    Guangdong Provincial Expressway Development Co., Ltd. after reorganization

    pursuant to the approval of the Office of Joint Examination Group of

    Experimental Units of Share Holding System with YLSB (1993)No. 68 document.

    The share capital structure after reorganization is as follows:

    Composition of state-owned shares: The appraised net value of state-owned assets of

    Guangdong Jiujiang Bridge Co. and Guangfo Expressway Co., Ltd. as of January 31, 1993

    confirmed by Guangdong State-owned Asset Management Dept., i.e.,RMB 418.2136 million, was

    converted into 155.025 million shares. Guangdong Expressway Co. invested cash of RMB 115

    million to subscribe for 35.9375 million shares. Other legal persons invested cash of RMB

    286.992 million to subscribe for 89.685 million shares. Staff of the Company invested RMB

    87.008 million to subscribe for 27.19 million shares. The total is 307.8375.

    2.Pursuant to the approval of Guangdong Economic System Reform Committee and Guangdong

    Securities Regulatory Commission with YTG (1996) No. 67 document, part of the shareholders of

    non-state-owned legal person shares transferred 20 million non-state-owned legal person shares to

    Malaysia Yibao Engineering Co., Ltd. in June 1996.

    3. Pursuant to the approval of Securities Commission under the State Council with WF (1996) No.

    24 approval document and that of Guangdong Economic System Reform Committee with YTG

    (1996) No. 68 document, the Company issued 135 million domestically listed foreign investment

    shares (B shares) to overseas investors at the price of HKD 3.54 (equivalent to RMB 3.8) with the

    par value of each share being RMB 1 during June to July 1996.

    4. Pursuant to the reply of the Ministry of Foreign Trade and Economic Cooperation of the People’

    s Republic of China with (1996) WJMZYHZ No. 606 document, the Company was approved to be

    a foreign-invested joint stock company limited.

    5.The Company distributed dividends and capitalized capital common reserve for the year 1996 in

    the following manner: The Company paid 1.7 bonus shares for each 10 shares and capitalized

    capital common reserve on 3.3-for-10 basis.

    6. Pursuant to the approval of China Securities Regulatory Committee (CSRC) with ZJFZ (1997)

    No. 486 and No. 487 document, the Company issued 100 million public shares (A shares) at the41

    price of RMB 5.41 in term of “payable in full on application, pro-rate placing and subject to

    refund” with the par value of each share being RMB 1 in January 1998.

    7.In accordance with the Resolutions of the 1999 Shareholders’ General Meeting of the Company

    and pursuant to the approval of Guangzhou Securities Regulatory Office under CSRC with

    GZZJH (2000) No. 99 and that of CSRC with ZJGSZ (2000) No. 98, the Company offered 3

    Rights for every 10 shares of 764.256249 million shares at the price of RMB 11 per

    Right.73,822,250 ordinary shares were actually placed to all shareholders.

    8. Pursuant to the reply of the General Office of the People’ s Government

    of Guangdong Province with YBH (2000) No. 574 document, the state-owned shares

    were transferred to Guangdong Communication Group Co., Ltd. (Group Co.) for

    holding and management without compensation.

    9.Pursuant to the approval of Shenzhen Stock Exchange, 53.0205 million staff shares of the

    Company (132,722 shares held by directors, supervisors and senior executives are temporarily

    frozen) were listed on February 5, 2001.

    10.In accordance with the resolutions of 2000 annual shareholders’ general meeting, the Company

    capitalized capital common reserve into 419,039,249 shares on 5-for-10 basis with the total share

    capital as of the end of 2000, i.e., 838,078,499 shares as base. The date of stock right registration

    was May 21, 2001. The ex-right date was May 22, 2001.

    11. On March 8, 2004,As approved by China Securities Regulatory Commission

    by document Zheng-Jian-Gong-Si-Zi [2003]No.3, the 45,000,000 non-negotiable

    foreign shares were placed in Shenzhen Stock

    12. On December 21, 2005, the Company's plan for share holding structure

    reform was voted through at the shareholders' meeting concerning A shares. On

    January 26 2006, The Ministry of Commerce of PRC issued “The approval on share

    converting of Guangdong Provincial Expressway Development Co., Ltd.” to approve

    the share equity relocation and transformation. On October 9 2006, according

    to the “Circular about implementing of share equity relocation and relative

    trading” issued by Shenzhen Stock Exchange, the abbreviation ID of the

    Company’s A shares was restored from “G-Expressway” “Expressway A”.

    13. As of June 30, 2009,the quantity of the shares subject to sale restriction held by senior

    executives is 202,615.

    14. The Company is mainly engaged in the construction of expressways, grade

    highways and bridges, tolling and maintenance management of highways and bridges,

    salvation, repair, maintenance and cleaning of automobiles and concurrently engaged42

    in automobile transport and warehousing supporting its business.

    The Company is mainly engaged in tolling and maintenance of Guangfo Expressway, Fokai

    Expressway and Jiujiang Bridge, investment in technological industries and provision of relevant

    consultation while investing in Shenzhen Huiyan Expressway Co., Ltd., Guangdong Maozhan

    Expressway Co.,Ltd, Guangzhou Guanghui Expressway Co., Ltd.,Jingzhu Expressway Guangzhu

    Co., Ltd.,Guangdong Jiangzhong Expressway Co., Ltd., Zhaoqing Yuezhao Expressway Co., Ltd.,

    Ganzhou Gankang Expressway Co., Ltd., Huaxia Securities Co., Ltd and Huazheng Asset

    Management Co., Ltd.

    Guangdong Expressway Technology Investment Co., Ltd. invested on establishing of

    Guangzhou Putian Zhongzhi Technologies & Industry Co., Ltd., Kunlun Securities Co., Ltd.,

    Beijing Gelin Engze Fertilizer Ltd., and Guangzhou Xinglu Transportation Tech Ltd. On March

    2009, Guangdong Express Technology Investment Co., Ltd. assigned 40% equity of Guangzhou

    Xinlu Communication Technology Co., Ltd. held by it. On June 2009, Guangzhou Putian

    Zhongzhi Technology Industrial Co., Ltd. entered bankruptcy liquidation procedure.

    II. Principal accounting policies, accounting estimates and early errors

    (I). Statement on the Accounting Standard Followed by the Company

    The financial statements prepared by the Company comply with the requirements of

    corporate accounting standards. They truly and completely reflect the financial situations,

    operating results, equity changes and cash flow, and other relevant information of the company.

    (II). Basis of Preparation

    On the basis continuous operation, in accordance with actual transactions and

    events, On February 15th 2006, the Minister of Finance issued the 38 detailed standards including

    “Enterprise Accounting Standard – Basic Criteria” and “Enterprise Accounting Standard –

    Inventory”. On October 30 2006, the “Enterprise Accounting Standard – Application Guide” was

    released, on November 16, 2007, Explanation to Enterprise Accounting Standards No.

    1 was issued. which made the new accounting standard a completed system. The Company

    started to adopt the newly revised Enterprise Accounting Standard since January 1 2007.

    (III) Fiscal Year

    The Company adopts the Gregorian calendar year commencing on January 1 and

    ending on December 31 as the fiscal year.

    (IV)Standard currency for bookkeeping

    The Company takes RMB as the standard currency for bookkeeping.

    (v) Report items with variable measurement properties and measurement properties

    adopted43

    The Company takes the accrual system as the basis for book keeping. At

    measuring the accounting items, historic cost basis is normally adopted.

    Statements of the current project does not change the measurement

    Properties.

    (VI)Determination of cash equivalent

    At preparing of cash flow statement, those investments, which are featured with

    short term (expire within 3 months since purchased), high liquidity, easy to convert to

    know cash, low in risk of value change, could be recognized as cash equivalents.

    Equity investment are not recognized as cash equivalents.

    (VII)Accounting principle of foreign currency businesses

    When the Company and subsidiary companies in China have foreign currency

    businesses, they should be accounted by converting into the standard currency

    according to the exchange rate given by People's Bank of China. At the end of the

    year, the balance of foreign currency in foreign currency account should be adjusted

    according to the exchange rate at the end of the year, and if the conversion differences

    produced belong to the construction period, they should be included in the long-term

    deferred expenses; if they belong to exchange profit and loss from foreign currency

    special loan relating to purchase and construction of fixed assets, they should be

    treated according to the principle of capitalization of loan expenses, and the other part

    should be included in the profit and loss in the current year.

    (VIII) Accounting of financial assets and financial liabilities

    1. Categories of financial assets and financial liabilities

    The Company divides the financial assets into four categories: financial assets measured at

    fair value and their variations are recognized as current gain/loss, including trade financial assets

    or financial liabilities and recognized directly as financial assets measured at fair value and their

    variations are recognized as current gain/loss; Investment hold till expiration; loans and account

    receivable; saleable financial assets .The company divides the financial liabilities into two

    categories: financial liabilities measured at fair value and their variations are recognized as current

    gain/loss; other financial liabilities.

    2. Recognition and measurement of financial assets and liabilities

    (1) Financial assets and liabilities measured at fair value and their variations are recognized

    as current gain/loss44

    The fair value (after deducting of announced but not distributed cash dividend or due but not

    obtained bond interests) is recognized as initial amount when obtained.

    Interests or cash dividends during the period of holding are recognized as investment gains.

    The fair value will be adjusted and accounted as current gain/loss.

    When disposed, the differences between fair value and initial amount are recognized as

    investment gains, and thus adjust the gain/loss of fair value.

    (2) Investment hold till expiration

    The fair value (after deducting of due but not obtained bond interests) plus the related trade

    expenses is recognized as initial amount when obtained.

    Interest gains will be calculated at amortizing of costs and actual interest rate (the face rate is

    adopted when the difference between the actual rate and face rate is minor) during the period of

    holding, and accounted as investment gains. Actual rate is recognized when obtained, and is not

    changed in the predictable holding period or applicable shorter period.

    When disposed, the difference between the obtained price and book value is accounted as

    investment gains.

    If the company sells or reclassifies large-amount due investments before the

    expired date (large amount refers to comparing with the amount before the selling or

    reclassifying the investments), the company will reclassify the rest of the investments

    as financial assets for sale, and in the current accounting period or within two

    complete accounting years, no financial assets will be classified as holding due assets,

    except for the following situations: the sale date or reclassification date is close to the

    expired date of the investment (such as three months before the expired), and the

    change of interest rate has no significant influence on the fair value of the investment;

    after all the initial principal is mostly recovered according to periodic payments or

    repay in advance regulated in the contract, the rest part will be sold or reclassified; the

    sale and reclassification is caused by the independent events which are uncontrollable

    and unexpected and will not happen any more.

    (3) Account receivable and Loan

    The receivable debts of selling goods or providing services, and the credits of

    other company hold by the company not including the debt which has price in active

    market, including accounts receivable, notes receivable, prepaid accounts, other

    receivables, long-term receivables, etc. The contract or agreement price charging from

    purchaser should be taken as the initial confirmation amount; if it has the nature of

    financing, it should be confirmed according its current value.45

    When retrieved or disposed of, the difference between the actual received amount and the

    book value is accounted as current gain/loss.

    (4) Saleable financial assets

    The fair value (after deducting of announced but not distributed cash dividend or due but not

    obtained bond interests) plus the related trade expenses is recognized as initial amount when

    obtained.

    Interest or cash dividend occurred during the period of holding is recognized as investment

    gains. Change of fair value is accounted as capital reserves (other capital reserves) at the end of

    term.

    When disposed, the difference between the obtained price and book value is accounted as

    investment gains. Meanwhile, the corresponding part of accumulated change of fair value

    accounted as owners’ equity is transferred into investment gain/loss.

    (5) Other financial liabilities

    Other financial liabilities are recognized initially at the sum of fair value and related trade

    expenses. Successive measurement will be on the basis of amortized costs.

    3. Recognition and measurement basis of financial asset transposition

    When financial asset transposition occurred, the recognition of this particular financial asset

    is terminated if almost all risks and rewards attached to the asset have been transferred to the

    acceptor. If retain all the risks and rewards of ownership of financial assets, the

    financial assets can be confirmed.

    When determine whether the transfer of financial assets meet the conditions of

    confirmation of the above financial assets, the principle of substance being more

    important than form should be adopted. The transfer of financial assets can be divided

    into overall transfer and part transfer of financial assets. If the transfer of financial

    assets meet the conditions of terminating confirmation, the following the difference of

    the two amounts will be included in the current profit and loss:

    (1) Book value of the financial asset to be transposed;

    (2) The sum of price received due to the transposition, and the accumulation of change in fair

    value originally accounted as owners’ equity (when the asset to be transposed is saleable financial

    asset).

    If part transfer of financial assets meet the conditions of terminating confirmation, the book

    value of the transferred financial assts, the difference between the confirmed part and the

    unconfirmed part (in this case, the service assets retained should be deemed as the part of46

    unconfirmed financial assets), should be amortized in accordance with their relative fair value, and

    the difference between the following two amount should be included current profit and loss:

    ① Book value of the confirmed part;

    ②All fair values of financial assets and financial liabilities are recognized with reference to the

    price in the active market.

    If the transfer of financial assets does not meet the conditions

    of terminating confirmation, the financial assets should be confirmed

    again, the prices received will recognized as financial liabilities.

    (4) Recognition basis of financial assets and financial liabilities

    All fair values of financial assets and financial liabilities are recognized with reference to the price

    in the active market(Using valuation technique, etc).

    (5) Impairment provision for financial assets

    ①Impairment provision for financial assets for sale:

    If the fair value of financial assets for sale greatly drops at the end of the period, or after

    considering all the relevant factors and expecting decrease trend is non-temporary, the impairment

    should be confirmed, and the accumulative loss formed by the decrease of fair value of owner’s

    equity originally included should be transferred out altogether and confirmed as impairment loss.

    ②Holding the impairment provision of expired investments:

    The measurement of holding the impairment provision of expired

    investment will be according to the method of the measurement of

    impairment provision for receivables.

    (IX)Confirmation standards and accounting methods for provision for bad debts for receivables

    If there is objective evidence showing that receivables have impairment, its book value should be

    reduced to the recoverable amount, the reduced amount should be recognized as asset impairment

    loss, and included in the current gains and losses.

    The receivables of significant single amount (including accounts receivable, notes

    receivable, prepaid accounts receivable, other receivables, long-term receivables, and

    so on) should have separate impairment test. If there is objective evidence showing

    the occurrence of the impairment, the difference between the future cash flow value

    and the book value should be confirmed as impairment loss and account bad debts

    provision.

    For the receivables of non-significant single amount, se the separate tests of

    impairment of receivables in accordance with aging as similar credit risk

    characteristics and divided into a number of combinations, and then the ratio of these

    receivables combination at the end of the period (can make individual impairment test)47

    to calculate and determine impairment loss, and account bad debt provision.

    In addition to receivables that impairments have be separately accounted, the company bases on

    the same or similar in the previous years, and has the aging of the receivables of similar credit risk

    characteristics of the actual loss ratio. Determine the ratio of bad debt provision according to

    current situation:

    Age Proportion

    Within 1 year 0%

    1-2 years 10%

    2-3 years 30%

    3-4 years 50%

    4-5 yarrs 90%

    Over 5 years 100%

    (X)Investories

    1.Investories class

    Class: Material and low value consumable goods, etc.

    2.Determination of account value of inventory received

    Various inventories should be accounted according to their actual costs.

    3. Valuation method of inventory issued

    The issued inventory should be accounted by FIFO method.

    4. Amortization method for low value consumable goods and packaging

    Low value consumable goods according to a reseller of martization

    5. Inventory system for stocks

    The company’s stock inventory system for sustainable use of the investory system.

    6. Confirmation standards and accounting methods for inventory devaluation provision

    The inventory at period end should be valuated according to which is lower between cost and

    realizable net value. As inventory damage in whole or in part outdated and selling prices below

    cost and other reasons the stock can not be recovered, inventory devaluation provision should be

    accounted according to the difference between the cost of single inventory item and the net

    realizable value. For the inventories with of large quantity and low unit price, their costs and

    realizable net value according to inventory categories.

    If the influences of inventory value reduced before have disappeared, the reduced amount

    should be resumed and transferred back from the original inventory devaluation provision

    amount, the amount transferred back should be included in the current profit and loss.

    7. Determination of realizable net value of inventory

    The realizable net value of inventory should be determined according to the estimated sale price

    deducting the estimated costs and the necessary sale expenses in the course of normal48

    production and operation.

    (XI)Accounting of long-term equity investment

    1. Long-term equity investment

    (1)Initial measurement

    ①Long-term equity investment formed by merger

    For merger of enterprise under common control, merger cost is determined on equity

    combination basis. For equity investment paid by the Company in terms of cash, non-monetary

    asset, undertaking of debts, or issuing of equity securities, the initial cost will be the booking value

    of the long-term investment provided by the enterprise to be merged at the day of merger. The

    differences between the initial investment cost of long-term investment and cash paid, the

    non-monetary asset transferred out or book value of debt undertaken and the total face value of

    shares placed, is used to adjust the capital reserves. When the capital reserve is not enough to

    cover the adjustment, the retained gains will be adjusted. All direct expenses attached to the

    merger are included in the gain/loss account of the current term.

    The corporate merger under same control: the merger cost determined

    according to  on the purchase day should be the initial investment

    cost of long-term investment.

    (2) Long-term equity investment obtained by other ways

    Long-term equity investment obtained by cash payment is recognized for initial investment

    cost according to the price practically paid.

    Long-term equity investment obtained by placing of equity stocks is recognized for initial

    investment cost at the fair value of the stock.

    Long-term equity investment input by investors is recognized for initial investment cost

    according to the investment contract or agreement (less the cash dividend or profit announced but

    not distributed). However when the value in the contract or agreement is not fair value is not

    adopted.

    The non-monetary asset exchange for a commercial real income and assets or the fair value other

    assets can be reliably measured, the initial investment cost should be determined according to

    long-term equity investment exchanged through the non-monetary asset exchange, unless there is

    evidence showing that for the fair value of assets is more reliable; the non-monetary asset

    exchange which does not meet the above premises, the book value of the exchanged assets to and

    the relevant fees and taxes to be paid should be the initial investment cost of the long-term equity

    investment.

    The initial investment cost of the long-term equity investments obtained through debt restructuring

    should be determined in accordance with fair value.49

    (2). The unit invested has the reference of common control and major impact

    According to the agreement in the contract, the common control of an economic activity will exist

    in the economic activities related to the important financial and operational decision needed to

    share control and the existence agreed by the investors will be taken as the joint control with the

    unit invested; has the right to participate in and decide the financial and operational decision, but if

    it can not control or joint control with other parties the formulation of these policies, it will be

    considered that the investing enterprise can exert significant impact on

    (3) Follow-up measurement and revenue recognition

    If the company was able to joint control or exert significant impact on unit being invested, the

    initial investment cost should be greater than the difference of the fair value of the recognizable

    net value of the unit being invested, the initial investment cost of long-term equity investment will

    not be adjusted; if initial investment cost is smaller than the difference of the fair value of the

    recognizable net value of the unit being invested, it should be included in the current profit and

    loss.

    Accounting of long-term equity investment to subsidiaries is on cost basis. Whereas adjusted on

    equity basis when preparing of consolidated financial statements.

    Cost basis is adopted in accounting of long-term equity investment without joint control or

    major influence, and with no quotation in an active market, thus the fair value is not able to be

    reliably measured.

    Equity basis will be adopted for the long-term equity investment with joint control or major

    influence.

    The investment income confirmed by cost method is only limited to distribution of accumulated

    net profit after the unit being invested receives investment, the part of profit and cash dividends

    more than the amount will be regarded as initial investment cost recovery.

    The loss which should be confirmed to the unit being invested under equity method should be

    treated in accordance with the following orders: First of all, deduct the book value of long-term

    equity investment. Second, if the book value of long-term equity investment can not be deducted,

    the long-term equity value of the net value of the unit being invested should be further confirmed

    as investment loss and used to deduct the book value of long-term receivables. Finally, after the

    above treatment, the additional liabilities to be undertaken according to investment contract or

    agreement should be confirmed as expected liability according to the expected liability and be

    concluded in the current investment loss.

    If the unit being invested achieves profit in the following period, after deducting the unconfirmed

    liabilities, it should be treated according to the adverse order as described above, the book value of

    the confirmed expected liabilities should be deducted, the book value of the long-term equity

    investment and long-term equity of net assets of the unit being invested should also be resumed,

    and at the same time, the investment income should be confirmed.50

    The treatment for the other changes of owner’s equity besides net loss and profit of the unit being

    invested: for the other changes of owners’ equity besides net profit and loss of the unit being

    invested, when shareholding ratio remains unchanged, the part shared or undertaken according to

    share ratio, the book value of long-term equity investment should be adjusted, and at the same

    time, the capital surplus (other capital surplus).

    2. Impairment provision fro long-term investment

    The long-term equity investment which calculated by cost and has no quotation in active market

    and its fair value can not be reliably calculated, its devaluation loss is determined according to the

    difference between it book value and the cash flow discount according to market income rate of

    the similar financial assets. Other long-term equity investment, if the measurement result of the

    recoverable amount shows that if the recoverable amount of the long-term equity investment is

    lower than its book value, the difference should be confirmed as impairment loss.

    The impairment loss of long-term equity investment will not be transferred back after

    confirmation.

    (XII)Commissioned loan

    Commissioned loan should be accounted according to actual commissioned loan amount. Account

    receivable interest rate according to the interest rate stipulated in commissioned loan.

    Make overall inspection on the principal of commissioned loan on the balance sheet date, if there

    is evidence showing that the principal of commissioned loan is higher than the recoverable amount,

    impairment provision should be accounted on the commissioned loan.

    (XIII)Pricing and depreciation method for the Fixed asset

    1.Fixed assets standard

    Fixed assets refer to physical assets owned for purpose of production, service providing,

    leasing or management, and operation with service life of more than one year. Fixed assets are

    recognized when all of the following conditions are satisfied:

    (1) Financial benefits attached to the fixed asset is possibly inflowing to the Company;

    (2) The cost of the fixed asset can be reliably measured.

    2. Categories of fixed assets

    Fixed assets are categorized as: Highway and Bridge, house and building, Macnineryand

    equipment, vehicles, electronic and other equipment.

    3. Confirmation standards and accounting methods for fixed asset valuation and impairment

    provision

    Fixed asset shall be accounted according to the its actual cost. On balance sheet date, the fixed

    assets should be checked item by item, the difference between recoverable amount and book value

    should be the impairment provision for fixed assets, and be included in the current profit and loss.

    Impairment provision for fixed assets should be accounted according to individual value.

    4. Providing of fixed asset depreciation51

    Provision for depreciation of highways and bridges is made with work amount method.

    Estimated net residual value rate is zero. Estimated useful life is determined according to the

    period of operation right in respect of charge collection. The concrete calculation method is as

    follows: The amount of provision for depreciation per standard vehicle traffic volume is to be

    calculated based on the estimated total standard vehicle traffic volume within expected useful life

    of highways and bridges and the original value or book value of highways and bridges. Then

    provision for depreciation is made according to the actual standard vehicle traffic volume in each

    fiscal period.

    The Company regularly rechecks the estimated total standard vehicle traffic volume within

    the remaining operation period of highways and bridges. When there is big difference between

    actual standard vehicle traffic volume and estimated standard vehicle traffic volume, the Company

    will re-estimate future total standard vehicle traffic volume and adjust the provision for

    depreciation per standard vehicle traffic volume to ensure that the book value of relevant highways

    and bridges will be completely amortized within useful life.

    Provision for depreciation of fixed assets except highways and bridges is made with

    composite life method. The concrete calculation method is as follows: Provision is made

    according to the book value within estimated useful life after deduction of estimated net residual

    value.

    With respect to the fixed assets for which provision for impairment has been made, the

    amount of depreciation is determined according to the book value after deduction of provision for

    impairment and remaining useful life in future periods.

    Depreciation ages and ratios of fixed assets:

    Type Service life Predicted retained

    value rate

    Annual depreciation rate

    Highway and Bridge

    Including:Guangfo Expressway 28 years 0 Working flow basis

    Fokai Expressway 30 years 0 Working flow basis

    Jiujiang Bridge 19 years 0 Working flow basis

    House Building 20-30 years 3%—10% 3.17%-4.75%

    Machine Equipment 10 years 3%—10% 9%-9.6%

    Transportation Equipment 5-8 years 3%—10% 11.88%-19%

    Electric Equipment and other

    equipment

    5-15 years 3%—10% 6.33%-19.4%

    (XIV)Calculation of Construction-in-process

    The projects in construction are the infrastructure works, installation works, technological

    transformation projects, big maintenance works of the company. After the delivery of the projects

    under construction, the actual expenses should be confirmed as fixed assets; and fixed assets52

    constructed have reached the intended use state, but not completed. Since the date of reaching

    intended use state, they should be transferred to fixed assets and impairment provision should be

    accounted, and then process the completion budget procedures and then make adjustments.

    On the balance sheet date, conduct an overall inspection on projects under construction, if there is

    evidence showing that impairment has happened in the projects under construction, then account

    impairment provision on the projects under construction and included in the current profit and loss.

    The impairment provision for projects under construction should be accounted according to

    individual asset.

    (XV)Calculation of intangible assets

    Intangible assets should be accounted according to the actual costs. Since the current month of

    obtaining the assets, they should be amortized according to the contract period or the expected

    period. The unforeseen intangible assets which bring economic benefits for enterprises will be

    regarded as the intangible assets of uncertain life, and will not be amortized.

    On the balance sheet date, check the capacity of bringing future economic interests of all

    intangible asset, if the estimated recoverable amount is less than book value, the impairment

    provision for intangible assets should be accounted according to the difference between the

    recoverable amount and book value.

    (XVI)Long-term amortizable expenses

    Long-term prepaid expenses refer to that enterprises have already spent,

    and amortization periods of all expenses are more than one year

    (excluding 1 year), they should be amortized in the regulated years.

    (XVII)Bood payable

    1. Valuation of payable bonds

    When the company is issuing bonds, the total price issued should be included in the "payable

    bonds" subject.

    2. Amortization method for bond premium or discount

    The difference between bond issuance total amount and the total amount of bond face value

    should be worked as bond premium or discount and be amortized within the bond period

    according to actual interest rate and vertical line method, and be treated according to borrowing

    costs described below.

    (XVIII)Capitalizing of Loan expenses

    1. Recognition principles for capitalizing of loan expenses

    Borrowing expenses occurred to the Company that can be accounted as purchasing or

    production of asset satisfying the conditions of capitalizing, are capitalized and accounted as cost

    of related asset. Other borrowing expenses are recognized as expenses according to the occurred

    amount, and accounted into gain/loss of current term.

    The assets meeting capital conditions refer to the fixed assets, investment real estates and

    inventories which are constructed or produced in a long time to reach the predicted use or sale53

    state.

    When a loan expense satisfies all of the following conditions, it is capitalized:

    1. Expenditures on assets have taken place, asset expenditures include the assets used to construct

    or produce the assets which meet the capitalization conditions, and expend by cash or transferring

    non-cash assets or bearing interest debt;

    2. Loan costs have taken place;

    3. The construction or production activities to make assets to reach the intended use or sale of state

    have begun.

    When the construction or production of the assets which meet the capitalization conditions was

    broken and the break time is more than three months, the capitalization of loan costs should be

    suspended.

    When the construction or production meets the intended use or sale of state of capitalization

    conditions, the Loan costs should stop capitalization.

    When the construction or production meets the conditions of capitalization and can be used

    individually, the capitalization of the loan costs of the assets should be stopped.

    2. Duration of capitalization of Loan costs

    The capitalization period refers to the period from starting capitalization of loan costs to the stop

    of capitalization, the period of the break of capitalization of Loan costs is not included.

    3. Calculation of the amount of capitalization of Loan costs

    Interest expense due to specialized Loan and its auxiliary expenses shall be capitalized before the

    asset which satisfies the capitalizing conditions reaches its useable or saleable status.

    Interest amount of common Loan to be capitalized equals to accumulated asset expense less

    weighted average of specialized loan part of asset expense multiplies capitalizing rate of common

    Loan occupied. Capitalizing rate is determined according to weighted average interest of common

    Loan.

    If the Loan has discount or premium, the discount or premium amount should be determined

    according to actual interests in each accounting period. The interest amount should be adjusted in

    each period.

    (XIX)Recognizing of Income

    The incomes of the company mainly include: selling products, providing labor services.

    1. The income from goods sale should be confirmed when meeting the following conditions: The

    company had transferred the ownership of the goods to the buyer, and the company did not retain

    the continuing management right relating to ownership right, and did not control the goods sold;

    the economic interests relating to transaction will go into the company; the company can reliably

    measure the related revenue and costs.

    2. Principles for the confirmation of incomes from providing service are as follows:

    The service started and completed in the same accounting year should be confirmed upon the54

    completion of labor income. If the beginning and completion of the service belongs to different

    accounting year, when the results of providing service transaction can be reliably estimated, on the

    balance sheet date, the company should confirm the relevant service income according to the

    completion percentage. When all the following conditions can be met, the results of the

    transaction can reliably estimated:

    (1). Total labor revenue and total labor costs can be reliably measured;

    (2). The economic benefits relating to transactions will flow into the enterprise;

    (3). The progress of completion of the service can be reliably identified.

    (XX)References for confirmation of deferred income tax assets

    The company is likely to determine the deferred income tax assets produced from deductible

    temporary differences with the limit of offsetting the taxable income of temporary difference.

    (XXI)Reasons for the changes of combination scope in the combined statement

    In June 2009, Guangzhou Putian Zhongzhi Technology Industrial Co., Ltd. entered bankruptcy

    liquidation procedure. From June 2009, Guangzhou Putian Zhongzhi Technology Industrial Co.,

    Ltd. fell out of the consolidation scope of consolidated financial statements.

    (XXII)Changing of main accounting policies, accounting estimations, and correcting of

    major accounting errors, and their influences

    1. Changing of main accounting policies

    No changing of accounting estinations in report term.

    2.Changing of Major accounting estimations

    No changing of accounting estinations in report term.

    3. Correcting of major accounting errors in the report term.

    No changing of major accounting errors in the report term.

    III.Taxation

    (I)Turnover tax ans surcharges

    1.Turnover tax

    Taxable Items Type of taxes Tax ratio

    Toll income Business tax 3%

    Gains from rents Business tax 5%

    Gains from service providing Business tax 5%

    2.Urban Maintenance and construction Tax

    Calculated and paid at 7% or 5% of the turnover tax. Foreign invested enterprise under the

    Company is exempted from urban mairtenance and construction tax according to the regulations.

    3.Education surcharges

    Calculated and paid at 3% of the turnover tax. Foreign invested enterprise under the Company

    is exempted from education surcharges according to the regulations.55

    (II) Enterprise income tax

    According to “Provisional Regulations of Enterprise Income Tax of PRC”, the Company pays

    enterprise income tax at 25%.

    According to “Provisional Regulations of Enterprise Income Tax of PRC”, Guangfo

    Expressway Co., Ltd. pays enterprise income tax. As approved by Guangzhou Tax Bureau Foreign

    Division with Shui-Wai-Fa[1993]1669, Guangfo Expressway Co., Ltd. pays enterprise income tax

    at 20% in 2009.

    According to “Provisional Regulations of Enterprise Income Tax of PRC”, Fokai Expressway

    Co., Ltd. pays enterprise income tax at 25%.

    According to “Provisional Regulations of Enterprise Income Tax of PRC”, Guangdong

    Expressway Technology Investment Co., Ltd. pays enterprise income tax at 25%.

    IV.Enterprise Consolidated and Consolidated Financial Statement

    The consolidated financial statement should be implemented in accordance with Corporate

    Accounting Standards No. 33 - Consolidated Financial Statements issued on the February 2006.

    All subsidiaries controlled by the company should be included in the scope of consolidated

    financial statements.

    The consolidated financial statements should be on the basis of individual financial statement of

    the mother company and the consolidated subsidiaries, according to the relevant data and adjust

    the long-term equity investment of the subsidiaries according to equity method, and the parent

    company will prepare the consolidated financial statement. The internal equity investment and

    owner’s equity of subsidiaries, internal investment income and distribution of profits of subsidiary,

    internal transactions, internal debts and credits will be offset.

    The accounting policies adopted by subsidiaries should be in line with those of parent company.

    (I)Subsidiaries

    1.Subsidiaries obtained through merger of enterprises under common control56

    Name of

    Subsidiari

    es

    Type

    Regis

    tered

    place

    Business

    property

    Regist

    ered

    capital

    (RMB’

    0000))

    Business Scope

    Actual

    investment as

    of the end of

    current

    term(RMB)

    Balance of

    other

    substantia

    l

    investment

    , net

    Proportion Total of voting share Consolidation Statement

    Guangfo

    Expresswa

    y Co., Ltd.

    Hol

    din

    g

    sub

    sidi

    arie

    s

    West

    Shab

    ei,

    Guan

    gzho

    u

    Limited

    Liability

    Company

    (Taiwan,

    Hongkong

    and Macao

    in

    cooperation

    20,000

    Construction, tolling,

    maintenance and management

    of Guangfo Expressway,

    automobile fueling, Form

    Hengsha Guangzhou to Foshan

    xiebian,A total length of 15.7

    km, salvage, maintenance and

    cleaning up.

    242,151,386.98 75% 75% Yes

    Guangdong

    Fokai

    Expresswa

    y Co., Ltd.

    Hol

    din

    g

    sub

    sidi

    arie

    s

    No.83

    Baiyu

    n

    Road,

    Yuexi

    u,

    Guang

    zhou

    Limited

    Liability

    Company

    110,800

    Operation and management of

    Fokai Expressway and its

    supporting facilities, automobile

    salvage, maintenance and

    cleaning, supply of automobile

    parts and components,

    maintenance and management

    of Jiujiang Bridge of Guangzhan

    Highway. Auto rescue and

    repair (operated by

    subsidiaries). Sales of industrial

    capital goods (excluding gold,

    silver, motor vehicles and

    dangerous chemicals),

    construction materials,

    department goods, needles,

    textiles, metals, cross-powers.

    1,579,807,995.45 75% 75% Yes57

    1. Judgment references for "Corporate Merger Under Same Control"

    Determine the references for “corporate merger under same control” according to Business

    Accounting Standards No. 20 – Corporate Merger the [2007] No.5 File by Ministry of Finance as

    follows:

    If the involved companies are controlled by the same party or the same parties and the control is

    not temporary, it is the corporate merger under same control. The same party refers to the

    investors involved in the merger and implementing ultimate control before and after the merger.

    Corporate merger under the same control refers to the merger of enterprises within the group,

    otherwise, can not be regarded as the corporate merger under same control.

    2. Substantial dominator under common control

    For subsidiaries obtained under common control as provided above, the substantial dominator is

    Guangdong Communication Group Co., Ltd.

    (II)Subsidiaries obtained from merging of enterprises under different control

    Name of

    Subsidiari

    es

    Type

    Registered

    place

    Busines

    s

    propert

    y

    Regis

    tered

    capita

    l(RM

    B’00

    00))

    Business

    Scope

    Actual

    investm

    ent as

    of the

    end of

    current

    term(R

    MB)

    Balance of

    other

    substantial

    investment,

    net

    Proportion

    Total of voting

    share

    Consolidat

    ion

    Statement

    Guangzho

    u Putian

    Zhongzhi

    Ow

    ned

    sub

    sidi

    ary

    of a

    sub

    sidi

    ary

    2011, 2012

    Room,

    No.201,Hua

    ngpu West

    Road,

    Tianhe

    District,

    Guangzhou

    Limited

    Liability

    Compan

    y

    500

    Researc

    h and

    develop

    ment of

    electroni

    c

    products

    and

    technica

    l

    service.

    Wholesa

    le trade.

    1.00 3,000,000.00 60% 60% No

    (III) Entities with special purpose and not consolidated58

    Name of

    Subsidiari

    es

    Type

    Registe

    red

    place

    Busin

    ess

    prope

    rty

    Regis

    tered

    capita

    l(RM

    B’00

    00))

    Business Scope

    Actual

    investment

    as of the

    end of

    current

    term(RMB)

    Balance of

    other

    substantial

    investment,

    net

    Proportion

    Total of voting

    share

    Consolidat

    ion

    Statement

    Guangdo

    ng

    Expresswa

    y

    Technolog

    y

    Investmen

    t Co.,

    Ltd.

    Hol

    din

    g

    sub

    sidi

    arie

    s

    4/F,Guan

    dong

    Express

    way

    Builiding

    , No.83

    Baiyun,

    Yuexiu ,

    Guangzh

    ou

    Limite

    d

    Liabili

    ty

    Comp

    any

    10,000

    Investment in

    technical

    industries and

    provision of

    relevant

    consulting

    services,

    research and

    development of

    lighting

    technology of

    Cicy and Road,

    energy saving

    and storage

    technology,

    photovoltaic

    technology of

    solar energy and

    production and

    sales of relevant

    products,

    design,

    production,

    release and

    agency of all

    kinds of

    domestic and

    foreign

    advertisements,

    construction and

    maintenance

    management of

    highway

    projects and

    domestic trade.

    95,000,000.00 95% 95% Yes

    (1I). Change of subsidiaries and scope of consolidated statements in the report period

    In June 2009, Guangzhou Putian Zhongzhi Technology Industrial Co., Ltd. entered

    bankruptcy liquidation procedure. From June 2009, Guangzhou Putian Zhongzhi Technology

    Industrial Co., Ltd. fell out of the consolidation scope of consolidated financial statements.

    Name of

    subsidiary

    Original total

    shareholding

    Net assets at

    beginning of year

    Net assets on

    disposal day

    Net profit for the period

    from beginning of year59

    ratio to disposal day

    Guangzhou

    Putian Zhongzhi

    Technology

    Industrial Co.,

    Ltd.

    60% -6,607,956.42 -6,614,226.51 -6,270.09

    (III) Minority shareholders’ equity and gain/loss

    1. Minority shareholders’ equity

    Name

    Amount in

    year-begin

    Increase/decres

    es

    Other Change

    (Notes)

    Amount in

    year-end

    (1)Guangfo Expressway 101,386,716.36 12,896,806.64 -28,805,701.26 85,477,821.74

    (2)Fokai Expressway 324,844,051.11 25,507,589.13 -13,748,191.71 336,603,448.53

    (3)Guangdong Expressway Technology 462,883.28 -456.35 462,426.93

    Total 426,693,650.75 38,403,939.42 -42,553,892.97 422,543,697.20

    Note:Other changes are the part of dividends of subsidiaries attributable to minority shareholders

    in the accounting period.

    2. Minority shareholders gain/loss

    Items Report period

    Same period of the previous

    year

    (1)Guangfo Expressway 12,896,806.64 18,617,210.58

    (2)Fokai Expressway 25,507,589.13 19,976,631.87

    (3)Guangdong Expressway Technology -456.35 -12,542.19

    Total 38,403,939.42 38,581,300.26

    V. Notes to the major items of consolidated financial stateme

    (I)Monetary Capital

    Amount in year-end Amount in year-begin

    Items Original

    currency

    Exchange

    rate RMB Original

    currency

    Exchange

    rate RMB

    Cash

    RMB 146,343.59 73,021.90

    HKD

    Subtotal 146,343.59 73,021.90

    Bank deposit

    RMB 621,304,374.32 349,774,544.8860

    Amount in year-end Amount in year-begin

    Items Original

    currency

    Exchange

    rate RMB Original

    currency

    Exchange

    rate RMB

    HKD 601,938.99 0.88153 530,627.29 600,206.25 0.8819 529,315.89

    Subtotal 621,835,001.61 350,303,860.77

    Other currency

    RMB 379,418.52 388,843.09

    HKD

    Subtotal 379,418.52 388,843.09

    Total 622,360,763.72 350,765,725.76

    Which restricted the monetary funds as follows:

    Items Amount in year-end Amount in year-begin

    Guarantee deposit 532,190.98 532,190.98

    Total 532,190.98 532,190.98

    Monetary Capital at the period end increased RMB 271,595,037.96, with an increase ratio of

    77.43%, Main reasons for the increase as follows: the controlling subsidiary of the company

    increased long-term and short-term borrowings for the construction expansion in the current

    period, so the fund balance left at period end increased.

    (2)Account receivable

    1. Account receivable

    (1)Age analysis:

    Amount in year-end Amount in year-begin

    Age

    Book Balance Proportio

    n

    Bad debt

    povision

    Bad

    debt

    povis

    ion

    Proport

    ion

    Book Balance Proportion

    Bad debt

    povision

    Bad debt

    povision

    Bad

    debt

    povi

    sion

    Propo

    rtion

    Within 1 year 25,997,653.39 100% 12,654,511.88 82.81%

    1-2 years

    2-3 years

    3-4 years

    4-5 years

    Over 5 years 2,626,994.04 17.19% 2,626,994.04 100%

    Total 25,997,653.39 100% 15,281,505.92 100.00% 2,626,994.04 100%61

    (2)Items analysis:

    Amount in year-end Amount in year-begin

    Type

    Book Balance Proportion

    Bad de

    bt povi

    sion

    Bad debt

    povision

    Proportion

    Book Balance Proportion

    Bad debt pov

    ision Bad de

    bt povision

    Bad debt

    povision

    Proportion

    Significant

    account

    receivable of

    single amount

    2.The

    receivables

    that the

    individual

    amount is not

    large but the

    risk is great

    3 . Other

    risks of credit

    features:

    Incl :

    Singleaccou

    nt with lare

    amount

    25,619,655.26 98.55% 14,240,911.70 93.19% 2,626,994.04 100%

    Single

    minor

    accounts

    377,998.13 1.45% 1,040,594.22 6.81%

    Incl : Single

    account

    without large

    amount but

    with greater

    risks after

    combined

    with credit

    features

    Total 25,997,653.39 100% 15,281,505.92 100% 2,626,994.04 100%

    2. The changes of accounts receivable for bad debts are as follows:62

    Amount Decreased in current

    period

    Periods

    Book balance at

    year begining

    Amount

    accounted in

    current period Transferred back

    Reselli

    ng

    Book balance at

    period end

    January June

    2008(last period)

    2,364,294.64 2,364,294.64

    January- June 2009

    (Current period)

    2,626,994.04 2,626,994.04 0.00

    3. There is no balance of account receivable due from shareholders holding 5%( 5%) or over of

    shares at the end of term.

    4. The balance of receivables of the related party is RMB 17,998.13, accounting for 0.07 % of the total

    receivables, details in the Notes 7(II)5

    5. Account receivable with arrearage amount at the end of term.

    Debtor

    Relationship

    with the

    Company

    Amount Age Proportion

    Guangdong Union electric toll

    Co., Ltd.

    No

    relationship

    25,619,655.26

    Within 1

    year

    98.55%

    Guangdong Hongzhiri

    advertising Co., Ltd.

    No

    relationship

    310,000.00

    Within 1

    year

    1.19%

    Guangzhou Shengyuan

    advertising Co., Ltd.

    No

    relationship

    50,000.00

    Within 1

    year

    0.19%

    Guangdong Lulutong Co., Ltd.

    No

    relationship

    17,998.13

    Within 1

    year

    0.07%

    6. The accounts receivable at the period end increased RMB 13,343,141.51, with an increase

    ratio of105.44%, Reasons for the decrease are: the accounts receivable of the company at period

    end decreased because the separate settlement of the households at all sections was not timely

    (III)Prepayment

    1.. Age analysis

    Age Balance in year-end Balance in year-begin

    Amount Proportion Amount Proportion

    Within 1 year 216,547,916.57 85.70% 84,897,505.90 99.78%

    1-2 years 35,950,471.24 14.23% 190,071.00 0.22%

    2-3 years 169,738.00 0.07%

    Over 3 years63

    Total 252,668,125.81 100.00% 85,087,576.90 100.00%

    2. Important payment in advance with account age of 1 year

    Item Amount Reason for failure of timely

    settlement

    Guangdong Highway Construction Co., Ltd.

    West Erhuan South Section Company

    20,000,000.00 Prepayment for project was not

    settled.

    Guangdong Nanyue Logistics Co., Ltd. 11,539,328.74 Prepayment for project was not

    settled.

    GF02 Contract Section of Zhongtie No. 12

    Bureau Group Co., Ltd.

    3,181,861.50 Prepayment for project was not

    settled.

    Project Manager Dept. for GF01 Contract

    Section of Jiangxi Modern Road & Bridge

    Engineering Corporation

    1,045,947.00 Prepayment for project was not

    settled.

    Experiment, Geophysical Prospecting & Test

    Center of Guangdong Engineering Survey

    Academy

    183,334.00 Prepayment for project was not

    settled.

    Guangzhou Maritime Court 169,738.00 Prepayment for legal costs

    3. Prepayment with large amount at the end of term

    Balance in year-end Balance in year-begin

    Amount Proportion Amount Proportion

    ( 1 ) The top five

    Arrearage units in

    total and

    proportion

    203,290,050.05 80.46% 75,768,076.18 89.05%

    (2)Advance payment is the main unit

    Name

    Relationship with the

    Company

    Amount Time Cause

    Guangdong Changda

    Highway Engineering Co.,

    Ltd.

    Owned

    subsidiary of

    parent company

    72,192,502.30

    Within 1

    year

    Material

    advances

    Guangdong Nanyue logistics

    Co., Ltd.

    Owned

    subsidiary of

    parent company

    56,480,810.75

    Within 2

    year

    Material

    advances

    Guangdong Jingtong wholly owned 28,958,024.00 Within 1 Material64

    Name

    Relationship with the

    Company

    Amount Time Cause

    Highway Engineering

    Construct Group Co., Ltd.

    subsidiary of

    parent company

    year advances

    Guangdong Guanyue

    Luqiang Co., Ltd.

    Owned

    subsidiary of

    parent company

    21,634,678.30

    Within 1

    year

    Material

    advances

    Guangdong Highway

    Construction Co., Ltd. West

    Erhuan South Section

    Company

    wholly owned

    subsidiary of

    parent company

    20,000,000.00 1-2 years

    Material

    advances

    Jilin Changcheng Luqiao

    Construct Engineering Co.,

    Ltd.

    No relationship 14,795,823.00

    Within 1

    year

    Material

    advances

    Zhongtie No. 23 Bureau

    Group Co., Ltd.

    No relationship 13,526,595.00

    Within 1

    year

    Material

    advances

    Zhongtie No. 12 Bureau

    Group Co., Ltd.

    No relationship 12,886,018.50

    Within 2

    year

    Material

    advances

    Total 240,474,451.85

    4. There were no important accounts Prepayment from the main shareholders of the

    Company holding nore than 5% (including 5%) of the total shares of the Company.

    5. Prepayment of the related party is RMB 201,487,055.35, accounting for 79.74% of the total

    Prepayment , details in the Notes 7(II)5

    6. Prepayment at the period end increased RMB 167,580,548.91, with an increase ratio of

    196.95%, Reasons for the increase: the expanded construction of Guangfo and Fokai expressway,

    so the prepayment for project materials increased.

    (4)Dividend receivable

    Items

    Amount at

    year

    beginning

    Increase at

    this period

    Decrease at

    this period

    Amount at

    period end

    Reasons

    for not

    being

    recovere

    d

    Whether the

    relevant funds

    have signs for

    impairment

    1.The dividends receivable

    with account age less than one

    year

    14,970,025.14 54,842,253.25 14,970,025.14 54,842,253.25

    No65

    Items

    Amount at

    year

    beginning

    Increase at

    this period

    Decrease at

    this period

    Amount at

    period end

    Reasons

    for not

    being

    recovere

    d

    Whether the

    relevant funds

    have signs for

    impairment

    Of which: the dividend of

    Guangzhu East in 2007

    14,970,025.14 14,970,025.14

    No

    The dividend of Guangzhu

    East in 2008

    54,842,253.25 54,842,253.25 Not been

    paid

    No

    2. The dividends receivable

    with account age more than

    one year

    Total 14,970,025.14 54,842,253.25 54,842,253.25

    Dividend receivable at the period end increased RMB 39,872,228.11, Reasons for

    the increase: the receivable dividends from Jingzhu Expressway Guangzhu Seciton

    Company increased in this period.

    (5)Other receivable

    1. Account receivable

    (1)Age analyse::

    Amount in year-end Amount in year-begin

    Age

    Book Balance Proportio

    n

    Bad debt povis

    ion

    Bad

    debt

    povisio

    n

    Proport

    ion

    Book Balance Proporti

    on

    Bad debt povi

    sion

    Bad

    debt

    povisio

    n

    Proport

    ion

    Within 1

    year

    44,187,891.18 36.80% 402,000.00 0.59% 25,068,036.22 26.88% 102,000.00 0.16%

    1-2 years 4,913,183.70 4.09% 264,000.00 0.39% 315,250.00 0.34% 192,000.00 0.30%

    2-3 years 262,749.91 0.22% 260,499.91 0.38% 3,296,930.21 3.54% 219,754.00 0.34%

    3-4 years 6,416,131.88 5.34% 3,343,565.94 4.88% 3,312,635.05 3.55% 3,284,317.53 5.06%

    4-5 years 8,589,493.82 7.15% 8,466,580.00 12.37% 8,634,938.88 9.26% 8,505,980.55 13.10%

    Over 5 yea

    rs

    55,716,996.67 46.40% 55,716,996.67 81.39% 52,631,996.67 56.43% 52,631,996.67 81.04%

    Total 120,086,447.16 100% 68,453,642.52 100% 93,259,787.03 100% 64,936,048.75 100%

    (2)Items analysis:66

    Amount in year-end Amount in year-begin

    Type

    Book Balance Proporti

    on

    Bad debt p

    ovision

    Bad

    debt

    povis

    ion

    Proport

    ion

    Book Balance Proporti

    on

    Bad debt p

    ovision

    Bad

    debt

    povis

    ion

    Proport

    ion

    1.Significant

    account receivable

    of single amount

    66,794,504.78 55.62% 66,794,504.78 97.58% 63,193,504.78 67.76% 63,193,504.78 97.32%

    2.The receivables

    that the individual

    amount is not large

    but the risk is great

    3.Other risks

    of credit features:

    53,291,942.38 44.38% 1,659,137.74 2.42% 30,066,282.25 32.24% 1,742,543.97 2.68%

    Incl :

    Singleaccount

    with lare amount

    23,290,041.88 19.39%

    Single

    minor accounts 30,001,900.50 24.98% 1,659,137.74 2.42% 30,066,282.25 32.24% 1,742,543.97 2.68%

    Incl:Single

    account without

    large amount but

    with greater risks

    after combined

    with credit

    features

    Total 120,086,447.16 100% 68,453,642.52 100% 93,259,787.03 100% 64,936,048.75 100%

    2. The changes of accounts receivable for bad debts are as follows:

    Amount reduced in

    current period

    Periods

    Book balance at

    year begining

    Amount

    accounted in

    current period

    Transferred

    back

    Resel

    ling

    Book balance at

    period end

    January- June

    2008(last period)

    65,516,916.80 -5,527.47 710,349.92 64,801,039.41

    January-June

    2009(current period)

    64,936,048.75 3,601,000.00 83,406.23 68,453,642.5267

    3.The other receivables with significant single amount at period end or not significant

    but accounting provision for impairment separately:

    Other receivables Book balance

    Ratio

    accounted

    Amount for

    preparation for

    bad debt

    Reasons

    Kunlun Securities Co.,

    Ltd..

    50,973,424.87 100% 50,973,424.87 Note 1

    Beijing Gelin Enze 12,220,079.91 100% 12,220,079.91 Note 2

    Guangzhou Putian Zhongzhi 3,601,000.00 100% 3,601,000.00 Note 3

    Total 66,794,504.78 66,794,504.78

    Notes1: The parent company once paid RMB33.683,774.79 into KunLun Stock Co, Ltd,

    Guangdong expressway technology investment Co, Ltd once paid RMB18.000,000.00 into

    KunLun Stock Co, Ltd. QingHai Province XiNing City’s intermediate people's court made a

    adjudication under law declared that KunLun Stock Co, Ltd went bankrupt and repaid debt in

    November 11, 2006. On March 2007,My company and Guangdong Expressway Technology

    investment Co, Ltd had switched the money that paid into KunLun Stock Co, Ltd to other account

    receivable, and follow the careful principle to doubtful debts provision.The RMB 710,349.92 credit

    was recovered in 2008, and the provision for bad debt is deducted.

    2: GuangDong Expressway technology investment Co, Ltd should charge Beijing Green

    EnZhe Organic fertilizer Co, Ltd for RMB 12,220,079.91. Eight millions of it was entrust loan,

    three millions was temporary borrowing, the rest of it was advance money for another. Beijing

    Green EnZe Organic fertilizer Co, Ltd’s operating status was bad and had already ceased

    producing, Accordingly, the controlling subsidiary of the company Guangdong Gaoshu Investment

    Co., Ltd. accounted full provision for bad debt RMB 12,220,079.91 Provision .

    3. The amount of other accounts receivable by Guangdong Express Technology Investment

    Co., Ltd., a controlled subsidiary of the Company, from Guangzhou Putian Zhongzhi Technology

    Industrial Co., Ltd. is RMB 3,601,000.00. RMB 3,301,000.00 is loan for temporary turnover and

    the balance of RMB 300,000.00 is the advanced payment for bankruptcy liquidation. As

    Guangzhou Putian Zhongzhi Technology Industrial Co., Ltd. entered bankruptcy liquidation

    procedure in June 2009, intrabranch elimination was no longer carried out. Guangdong Express

    Technology Investment Co., Ltd.,full provision of RMB 3,601,000.00 for bad debts in respect of

    this sum of money.

    4. There were no other receivable from the main shareholders of the Company holding nore

    than 5% (including 5%) of the total shares of the Company.68

    5. The balance of receivables of the related party is 27,134,910.00, accounting for 22.60 % of the

    total receivables, details in the Notes 7(II)5

    6.Accounts receivable at the end of the top five in the amount

    Debtor

    Relationship

    with the

    Company

    Property Amount Age Proportion

    Kunlun Securities

    Co., Ltd.

    No relationship Deposit,etc. 50,973,424.87

    Over 5

    years

    42.45%

    Beijing Gelin Enze Joint venture

    Entrusted loans,

    The provisional

    Revolving loans,

    Current fund

    12,220,079.91 1-5 years 10.18%

    Guangdong

    Expressway Co.,

    Ltd.

    wholly owned

    subsidiary of

    parent

    company

    Current fund 10,589,975.02

    Within 1

    year

    8.82%

    Chancheng Branch

    of Foshan Municipal

    bureau of land and

    resources

    No relationship Deposit 7,366,300.00

    Within 1

    year

    6.13%

    Guangfa Securities

    Co., Ltd.

    No relationship

    details in the Notes

    11(2)

    3,072,000.00 3-4 years 2.56%

    8. Other receivables at period end increased RMB 23,309,066.36 than at period beginning, with

    an increase ratio of 82.30%, Reasons for the increase: Current accounts receivable from

    Guangdong Expressway Co., Ltd. and security deposit receivable increased in current period.

    (VI)Inventory and inventory depreciation reserves

    Item Book balance BBaaladn dceeb itn p yoevairs-ieonnd Book balance BaBlaandc ed einb ty peoarv-ibseiognin

    Rew materials 76,544.84 88,398.72

    In product

    Finished products

    Store goods 172,210.15 317,312.80

    Turnover Material69

    Item Book balance BBaaladn dceeb itn p yoevairs-ieonnd Book balance BaBlaandc ed einb ty peoarv-ibseiognin

    Consumption of biological

    assets

    Total 248,754.99 405,711.52

    Inventory at the period end decreased RMB 156,956.53, with an decreased ratio of 38.69%

    (7)Long-term equity investment

    Balance in year-end Balance in year-begin

    Items

    Book balance

    Bad debt

    povision

    Book balance Bad debt povision

    Equity method: Long-term equity

    investment

    Joint venture 1,002,868,101.82 960,630,468.57

    Affiliated company 1,149,423,406.12 1,235,403,805.11

    Subtotal 2,152,291,507.94 2,196,034,273.68

    Cost method: Long-term equity

    investment 37,805,536.35 37,578,736.35 37,020,000.00 36,793,200.00

    Total 2,190,097,044.29 37,578,736.35 2,233,054,273.68 36,793,200.00

    1. Information of Joint venture and Associated Enterprise70

    Name Type Registered

    place

    Legal

    Representative

    Property Register capital Proportion Voting

    proportion

    Joint venture

    1. Guangdong Guanghui Expressway

    Limited liability

    Company

    Guangzhou,

    Guangdong

    Liu Gangliang

    Expressway

    Management

    2,351,678,000.00 30% 30%

    2. Zhaoqing Yuezhao Highway Co., Ltd.

    Limited liability

    Company(Taiwan,

    Hong Kong and

    Macao and in

    cooperation)

    Zhaoqing,

    Guangdong

    Wang Juachen

    Expressway

    Management

    818,300,000.00 25% 25%

    3. Beijing Gelin

    Limited liability

    Company

    Beijing Wang Juanji

    Organic

    fertilizer

    production

    and sell

    20,000,000.00 35% 35%

    2. Affiliated company

    1.Shenzhen Huiyan Expressway Co., Ltd.

    Limited liability

    Company

    Shenzhen,

    Guangdong

    Xu Xiaoyang

    Expressway

    Management

    36,000,000.00 33.33% 33.33%

    2.Guangdong Maozhan Expressway Co., Ltd.

    Limited liability

    Company

    Guangzhou,

    Guangdong

    Li Jinfeng

    Expressway

    Management

    1,120,000,000.00 20% 20%

    3.Jingzhu Exprwssway Guanzhu

    Limited liability

    Company(Taiwan,

    Hong Kong and

    Guangzhou,

    Guangdong

    Lu Yaxing

    Expressway

    Management

    580,000,000.00 20% 20%71

    Name Type Registered

    place

    Legal

    Representative

    Property Register capital Proportion Voting

    proportion

    Macao and in

    cooperation)

    4.Guangdong Jiangzhong Expressway Co., Ltd.

    Limited liability

    Company

    Guangzhou,

    Guangdong

    Lu Yaxing

    Expressway

    Management

    1,045,000,000.00 15% 15%

    5.Ganzhou Kangda Expressway

    Other Limited

    liability Company

    Ganzhou,

    Jiangxi

    Yao Diming

    Expressway

    Management

    600,000,000.00 30% 30%

    6.Ganzhou Gankang Expressway Co., Ltd.

    Limited liability

    Company

    (State-owned

    holding)

    Ganzhou,

    Jiangxi

    Liu Zhequan

    Expressway

    Management

    450,000,000.00 30% 30%

    Name

    Total assets at the

    end

    Total liabilitiesat

    the end

    Total income Net profit Related party relationship

    Organiz

    ation

    Code

    Joint venture

    1. Guangdong Guanghui Expressway 6,630,545,118.25 4,057,858,616.58 647,076,393.88 219,085,513.29 Joint venture

    707685

    410

    2. Zhaoqing Yuezhao Highway Co., Ltd. 2,459,529,203.54 1,600,345,595.52 102,101,920.50 371,365.68 Joint venture

    708157

    00-372

    Name

    Total assets at the

    end

    Total liabilitiesat

    the end

    Total income Net profit Related party relationship

    Organiz

    ation

    Code

    3. Beijing Gelin 25,925,805.89 16,707,626.85 Joint venture

    735596

    044

    2. Affiliated company

    1.Shenzhen Huiyan Expressway Co., Ltd. 479,874,059.28 35,569,153.66 146,894,177.50 83,517,585.76 Affiliated

    192203

    792

    2.Guangdong Maozhan Expressway Co., Ltd. 2,852,978,732.06 2,234,399,388.95 183,521,740.00 6,310,090.08 Affiliated

    707668

    63-7

    3.Jingzhu Exprwssway Guanzhu 4,319,158,356.16 3,064,949,069.77 496,768,802.43 273,264,249.58 Affiliated

    617401

    445

    4.Guangdong Jiangzhong Expressway Co., Ltd. 2,821,836,419.89 1,897,727,295.53 127,815,519.13 -649,181.27 Affiliated

    742962

    35-6

    5.Ganzhou Kangda Expressway 1,998,323,024.90 1,581,105,757.15 11,360,224.00 -59,765,894.72 Affiliated

    772390

    39-5

    6.Ganzhou Gankang Expressway Co., Ltd. 1,477,269,401.18 1,027,269,401.18 Affiliated

    799467

    19-673

    2. Long- term s equity investment- Equity method

    Increase/ decrease in the amount

    Name of current Equity Initial

    amount

    Balance in

    year-begin

    Total

    Balance in

    year-end

    Joint venture

    1.Guangdong Guanghui Expressway Co.,

    Ltd. 705,503,400.00 728,227,522.82 43,578,427.70 22,147,226.29 771,805,950.52

    2. Zhaoqing Yuezhao Highway Co.,

    Ltd. 183,690,616.22 231,332,125.86 -269,974.56 231,062,151.30

    3. Guangzhou Xinlu 800,000.00 1,070,819.89 -1,070,819.89

    4. Beijing Gelin 6,614,483.90

    2. Affiliated company

    1.Shenzhen Huiyan Expressway 14,024,586.42 208,625,794.92 -42,871,644.31 70,000,000.00 165,754,150.61

    2. Guangdong Maozhan Expressway 224,000,000.00 122,453,850.61 1,262,018.02 123,715,868.63

    3. Jingzhu Exprwssway Guanzhu 66,779,449.38 472,635,328.71 -60,055,646.19 110,842,253.25 412,579,682.52

    4.Guangdong Jiangzhong Expressway

    Co., Ltd. 156,750,000.00 134,213,745.86 4,402,622.81 138,616,368.67

    5.Ganzhou Kangda Expressway 216,251,100.00 192,475,085.01 -18,717,749.32 173,757,335.69

    6.Ganzhou Gankang Expressway Co.,

    Ltd. 135,000,000.00 105,000,000.00 30,000,000.00 135,000,000.00

    Total 1,709,413,635.92 2,196,034,273.68 -43,742,765.74 202,989,479.54 2,152,291,507.94

    Increase/ decrease in the

    amount of current Equity

    Name Initial

    amount

    Balance in

    year-begin

    Total

    Of which:

    Return

    Cash

    dividend

    Balance in

    year-end

    Huaxia Securities Co., Ltd. 5,400,000.00 5,400,000.00 5,400,000.00

    Huazheng Assets Management Co.

    Ltd.

    1,620,000.00 1,620,000.00 1,620,000.00

    Kunlun Securities Co., Ltd. 30,000,000.00 30,000,000.00 30,000,000.00

    Guangzhou Putian Zhongzhi 785,536.35 785,536.35 785,536.35

    Total 37,805,536.35 37,020,000.00 785,536.35 37,805,536.35

    4. Provision for impairment of long-term equity investment74

    Name

    Balance in

    year-begin

    Increase at

    this period

    Decrease at

    this period

    Balance in

    year-end

    Causes

    Huazheng Assets Management Co.

    Ltd.

    1,393,200.00 1,393,200.00 Note 1

    Huaxia Securities Co., Ltd. 5,400,000.00 5,400,000.00 Note 2

    Kunlun Securities Co., Ltd. 30,000,000.00 30,000,000.00 Note 3

    Guangzhou Putian Zhongzhi 785,536.35 785,536.35 Note 4

    Total 36,793,200.00 785,536.35 37,578,736.35

    Note1 According to De Wei Ping Gu Zi 2005 No. 88 Appraisal Report issued by Beijing

    Dewei Appraisal Co., Ltd. As the June 30, 2005, the amount of net assets of Huazheng Asset

    Management Co., Ltd. in book was RMB 279.132 million and the appraised value was RMB

    - 2299.5486 million ,On October 14, 2005, Jianyin CITIC Asset Management Co., Ltd.

    issued the Letter of Soliciting Opinions on Equity Assignment to the Company. Jianyin

    CITIC Asset Management Co., Ltd. was willing to pay the price of not more than RMB 42

    million to acquire 100% equity of Huazheng Asset Management Co., Ltd. and solicited the

    Company's opinions. The Company replied on December 5, 2005, abandoning the

    preemptive right under the same conditions. The Company made provision of RMB 1.3932

    million for impairment in respect of this long-term equity investment of RMB 1.62 million.

    Note 2. The owner's equity of Huaxia Securities Co., Ltd. was negative and it entered

    liquidation procedure in December 2005. The Company made full provision for impairment

    in respect of this long-term equity investment of RMB 5.4 million.

    Note 3. The owner's equity of Kunlun Securities Co., Ltd. was negative and it entered

    liquidation procedure in October 2005. Guangdong Express Technology Investment Co., Ltd.,

    a controlled subsidiary of the Company, made full provision for impairment in respect of its

    long-term equity investment of RMB 30 million in Kunlun Securities Co., Ltd.

    Note 4. Guangzhou Putian Zhongzhi Technology Industrial Co., Ltd. entered bankruptcy

    liquidation procedure in June 2009. Guangdong Express Technology Investment Co., Ltd., a

    controlled subsidiary of the Company, made full provision for impairment in respect of long-term

    equity investment of RMB 785,536.35 in Guangzhou Putian Zhongzhi Technology Industrial Co.,

    Ltd.

    5. The amount from beginning of the year to end-of-period of long term shared equity

    investment is decrease, the decrease money is RMB43,742,765.7, the decreased proportion is

    1.99%, the main reasons of increasing is that : In this period, RMB 4,500,000.00 investment

    was increased to Gangdong Jiangzhong Expressway Co., Ltd. and RMB 30,000,000.0075

    investment to Ganhou Gankang Expressway Co., Ltd.; net profit of the units being

    invested decreased, and the corresponding owner's equity decreased. According to

    equity accounting method, the appropriate balance of long-term equity investment

    of the company also decreased.

    (8)Original price of fixed assets and accumulated depreciation

    1. Original price of fixed assets

    Type

    Balance in

    year-begin

    Increase at

    this period

    Decrease at

    this period

    Balance in

    year-end

    Guangfo

    Expressway

    957,801,778.55 957,801,778.55

    Fokai Expressway 3,552,525,054.54 3,552,525,054.54

    Jiujiang Bridge 308,511,962.83 308,511,962.83

    House and Building 174,402,291.04 174,402,291.04

    Machine equipment 13,002,392.68 13,002,392.68

    Transportation

    Equipment

    45,730,028.90 867,895.00 718,921.80 45,879,002.10

    Electricity equipment and

    other

    170,903,116.39 7,186,309.90 821,111.67 177,268,314.62

    Total 4,914,364,662.10 316,566,167.73 1,540,033.47 5,229,390,796.36

    Including:The original price of projects under construction transferred

    to fixed assets is RMB 210,392,884.27 .

    2. Accumulated depreciation

    Type

    Balance in

    year-begin

    Increase at

    this period

    Extraction at

    this period

    Decrease at

    this period

    Balance in

    year-end

    Guangfo

    Expressway

    439,743,909.33 15,119,031.15 454,862,940.48

    Fokai Expressway 796,656,033.35 50,815,391.26 847,471,424.61

    Jiujiang Bridge 47,848,921.21 1,057,511.52 48,906,432.73

    House and Building 69,129,041.19 3,371,361.87 72,500,403.06

    Machine equipment 3,443,072.08 92,635.08 3,535,707.16

    Transportation

    Equipment

    33,990,095.45 1,314,881.33 647,029.62 34,657,947.16

    Electricity equipment

    and other

    127,537,251.65 6,348,743.32 880,344.52 133,005,650.4576

    Type

    Balance in

    year-begin

    Increase at

    this period

    Extraction at

    this period

    Decrease at

    this period

    Balance in

    year-end

    Total 1,470,499,403.05 47,848,921.21 78,119,555.53 1,527,374.14 1,594,940,505.65

    3. Book vulue of fixed assets

    Type

    Balance in

    year-begin

    Increase at

    this period

    Decrease at

    this period

    Balance in

    year-end

    Guangfo

    Expressway

    518,057,869.22 15,119,031.15 502,938,838.07

    Fokai Expressway 2,755,869,021.19 50,815,391.26 2,705,053,629.93

    Jiujiang Bridge 308,511,962.83 48,906,432.73 259,605,530.10

    House and Building 105,273,249.85 3,371,361.87 101,901,887.98

    Machine equipment 9,559,320.60 92,635.08 9,466,685.52

    Transportation

    Equipment

    11,739,933.45 867,895.00 1,386,773.51 11,221,054.94

    Electricity equipment

    and other

    43,365,864.74 7,186,309.90 6,289,510.47 44,262,664.17

    Total 3,443,865,259.05 316,566,167.73 125,981,136.07 3,634,450,290.71

    4. The original value of Fixed assets at period end increased RMB 315,026,134.26 than at

    period beginning, with an increase ratio of 6.41%. Reasons for the increase: Jiujiang Bridge was

    open to traffic again and transferred into fixed assets.

    Accumulated depreciation at period end increased RMB 124,441,102.60 than the number at

    the beginning of the year, with an increase ratio of 8.46%.the reasons were: the depreciation

    accounted this year increased.77

    (9)Construction on process

    1.Change of Construction on process

    Decrease at this period

    Name Budget

    Balance in

    year-begin

    Increase at

    this period

    Switch to fixed

    asset

    Other

    decrease

    Balance in year-end Capital Proportion

    Fokai Extension

    Project

    4,002,000,000.00 717,359,297.43 166,838,610.94 884,197,908.37

    Self funds,

    Credit from

    financial

    institutio

    ns

    22.11%

    Yayao to Xiebian

    Extension Project

    373,690,000.00 195,113,971.18 97,511,004.74 292,624,975.92

    Self funds,

    Credit from

    financial

    institutio

    ns

    78.31%

    Jiujiang Bridge Repair

    Project

    135,989,810.21 69,677,204.76 205,667,014.97

    Self funds,

    Credit from

    financial

    institutio

    ns

    GuoG325Heshan Road

    Repair Project 12,406,939.00 11,785,118.00 11,785,118.00 Self funds 94.99%

    Yayao Station project logo 3,675,600.00 3,501,000.00 60,000.00 3,561,000.00 Self funds 100%78

    Decrease at this period

    Name Budget

    Balance in

    year-begin

    Increase at

    this period

    Switch to fixed

    asset

    Other

    decrease

    Balance in year-end Capital Proportion

    charges

    Yayao station 1,457,462.87 1,457,462.87 Self funds

    Surface of video

    surveillance and

    intelligence board

    6,033,272.00 93,750.00 6,127,022.00 Self funds

    G325 Jiujiang Bridge Toll

    station extension 4,017,746.00 2,494,947.00 6,512,693.00 Self funds

    Hengsha New staff

    quartersBuilding project 8,000,000.00 3,917,284.86 1,971,620.05 5,888,904.91 Self funds 73.61%

    Gonghe Conservation

    Centre 5,000,000.00 636,227.00 1,752,889.00 2,389,116.00 Self funds 47.78%

    Fokai Expressway repair

    Project

    5,295,000.85 5,295,000.85

    Self funds,

    Credit from

    financial

    institutio

    ns

    G325 Jiujiang Bridge

    cable-stayed bridge bealth

    monitoring system

    1,770,000.00 1,770,000.00 Self funds

    Other project 1,465,025.42 969,071.90 716,437.90 1,745.00 1,717,659.42 Self funds

    Total 1,083,046,214.97 346,665,844.24 209,944,452.87 209,944,45

    2.87 1,219,765,861.34

    2. The capitalization amount of borrowing costs which were included in project cost.79

    Project name Balance in year-begin

    Increase at this

    period

    Amount of fixed

    assets

    transferred to

    this period

    Other decreases

    Balance in

    year-end

    The rate of capitalization of

    capitalized amount determined in

    this period

    Fokai Extension Project 38,310,371.04 29,344,740.79 67,655,111.83 5.212%

    Yayao to Xiebian

    Extension Project

    1,786,050.00 1,857,600.00 3,643,650.00

    4.63%

    Jiujiang Bridge Repair

    Project

    539,487.00 799,595.20 1,339,082.20

    5.162%

    Fokai Expressway repair

    Project

    2,544.53 2,544.53

    5.346%

    Total 40,635,908.04 32,004,480.52 1,339,082.20 71,301,306.36

    3. The Construction on process at period end increased RMB 136,719,646.37 than at period beginning, with an increase ratio of 12.62%.

    The main reasons of increasing is that : Expansion project of Guangfo and Fokai Expressway.80

    (10)Intangible assets

    Items

    Balance in

    year-begin

    Increase at

    this period

    Decrease at

    this period

    Balance in

    year-end

    I.Total cost 135,319,603.00 135,319,603.00

    Jiujiang Bridge management

    right

    66,917,573.76 66,917,573.76

    Jiujiang Land Use right 68,402,029.24 68,402,029.24

    II.Total of accumulative

    amortized

    64,098,756.00 3,561,042.00 67,659,798.00

    Jiujiang Bridge management

    right

    31,697,784.00 1,760,988.00 33,458,772.00

    Jiujiang Land Use right 32,400,972.00 1,800,054.00 34,201,026.00

    III. Total of Provision

    for devaluation of

    intangible asset

    Jiujiang Bridge management

    right

    Jiujiang Land Use right

    IV.Book value Total of

    intangible assets

    71,220,847.00 3,561,042.00 67,659,805.00

    Jiujiang Bridge management

    right

    35,219,789.76 1,760,988.00 33,458,801.76

    Jiujiang Land Use right 36,001,057.24 1,800,054.00 34,201,003.24

    (11)Long term amortize expenses

    Items Original

    amount

    Balance in

    year-begin

    Increase

    in this

    period

    Amortized

    expenses

    Accumulative

    amortized

    Balance in

    year-end

    Surplus

    Amortize

    term

    Building

    maintain

    755,956.74 240,920.63 28,106.04 543,142.15 212,814.59 3.79

    years

    Highway

    Depreciation

    9,299,304.27 431,093.31 369,508.80 9,237,719.76 61,584.51 1 month

    Other 3,659,819.43 1,296,933.88 361,438.81 2,724,324.36 935,495.07 1.29 year81

    Items Original

    amount

    Balance in

    year-begin

    Increase

    in this

    period

    Amortized

    expenses

    Accumulative

    amortized

    Balance in

    year-end

    Surplus

    Amortize

    term

    Total 13,715,080.44 1,968,947.82 759,053.65 12,505,186.27 1,209,894.17

    Long term amortize expenses at period end decrease RMB 759,053.65 than at period

    beginning, with an decrease ratio of 38.55%.

    (12)Deferred income tax assets and deferred income tax liability

    1. Confirmed the deferred income tax assets

    Items Balance in year-end Balance in year-begin

    Loss of clearing

    unapproved fixed assets

    395,598.38 395,598.38

    Timing difference between

    accounting and tax

    10,000,000.00 10,572,270.05

    Total 10,395,598.38 10,967,868.43

    The amount of temporary differences corresponding to asset projects which make

    temporary differences:

    Items Amount of temporary differences

    Loss of clearing unapproved

    fixed assets

    1,582,393.52

    Timing difference between

    accounting and tax

    40,000,000.00

    Total 41,582,393.52

    2. Confirmed the deferred income tax liability

    Items Balance in year-end Balance in year-begin

    Impact from accumulated

    depreciation

    110,856,273.74 101,054,676.23

    Total 110,856,273.74 101,054,676.23

    The amount of temporary differences corresponding to asset projects which make temporary

    differences:

    Items Amount of temporary differences82

    Impact from accumulated

    depreciation(Guangfo)

    113,525,380.81

    Impact from accumulated

    depreciation(Fokai)

    343,522,759.84

    Total 457,048,140.65

    Notes to deferred income tax liabilities: The Company account accumulated depreciation

    according to traffic volume in accounting, and account accumulated depreciation by straight line

    method from tax law, if there is difference from time, the deferred income tax liabilities will

    produce.

    (13)Provision for depreciation of assets

    Decreased amount in

    current period

    Items

    Book balance at

    the year

    beginning

    Withdrawal

    amount

    planned in

    current period

    Switch back

    Switch

    cancell

    ation

    Book balance at

    the period end

    I.Provision for bad debts 67,563,042.79 3,601,000.00 2,710,400.27 68,453,642.52

    II.Provision for falling price of

    inventory

    III.Provision for devaluation of

    financial asset available for

    sales

    IV.Provision for devaluation of

    held-to maturity investment

    V.Provision for devaluation of

    long-term equity investment

    36,793,200.00 785,536.35 37,578,736.35

    VI.Provision for devaluation of

    investing property

    VII.Provision for devaluation of

    fixed assets

    VIII.Provision for devaluation

    of engineering materials

    IX.Provision for devaluation of

    construction in progress

    X.Provision for devaluation

    Of productive biological asset

    Including : Provision for

    devaluation of mature

    productive biological asset

    XI. Provision for devaluation of

    oil asset

    XII. Provision for devaluation of

    intangible asset

    XIII. Provision for devaluation

    of goodwill

    XIV.Other83

    Total 104,356,242.79 4,386,536.35 2,710,400.27 0.00 106,032,378.87

    (14)Short –tem loan

    1. Short –tem loan

    Items Balance in year-end Balance in year-begin

    Credit loan 258,000,000.00 300,000,000.00

    Impawn loan

    Mortgage loan

    Guarantee loan

    Total 258,000,000.00 300,000,000.00

    2. Short –tem loan at period end decreased RMB 42,000,000.00 than at period beginning,

    with an decreased ratio of 14%. The main reasons of increasing is that : reduce short-term

    borrowings.

    (15)Account payable

    Items Balance in year-end Balance in year-begin

    Within 1 year 185,849,972.17 89,095,271.49

    1-2 years 2,549,253.43

    2-3 years 4,127,382.33 1,728,128.90

    Over 3 years 13,728,261.18 13,728,261.18

    Total 203,705,615.68 107,100,915.00

    1. There were no other receivable from the main shareholders of the Company holding nore

    than 5% (including 5%) of the total shares of the Company.

    2. The balance of payable of the related party is RMB 147,677,447.40, accounting for 72.50

    % of the total payable, details in the Notes 7(II)5

    3. High balance account payable over 1 year has listed below

    Name Amount Not return

    cause

    Remark

    Guangdong Expressway

    Co.,Ltd

    13,728,261.18

    Not

    settlement

    Account payable

    of Xiebian

    Project and

    Guangfo second84

    expansion project

    quality amount

    Guangdong Xinyue 2,359,189.18

    Not

    settlement

    Yuexi join

    Project account

    4. Account Payable at the period end increased RMB 96,604,700.68 than at period beginning,,

    with an increase ratio of 90.20%, Increase reason: jiujiang bridge repair project to increase fixed

    assets transfer to accounts payable.

    (16)Advance account

    Items Balance in year-end Balance in year-begin

    Within 1 year 6,402,672.80 6,000,000.84

    1-2 years 125,700.72

    2-3 years

    Over 3 years

    Total 6,402,672.80 6,125,701.56

    1. There were no other receivable from the main shareholders of the Company holding nore

    than 5% (including 5%) of the total shares of the Company.

    2. The balance of payable of the related party is RMB 569,338.58, accounting for 8.89 % of

    the total payable, details in the Notes 7(II)5

    3. Advance account at the period end increased RMB 276,971.24, with an increased ratio of

    4.52%.

    (17)Payable Employee wage

    1. Payable Employee wage

    Items Balance in

    year-begin

    Increase in this

    period

    Payable in this

    period

    Balance in

    year-end

    1.wage,bonuds,subsidy 10,716,309.46 33,357,867.75 36,865,402.28 7,208,774.93

    2.Employee welfare 658,939.89 2,103,199.83 2,103,199.83 658,939.89

    3.Security insurance 43,411.82 6,759,238.86 5,909,238.86 893,411.82

    Of which:1.Medical insurance 1,317,938.17 1,317,938.17 -

    2.Basic old-age insurance 3,588,135.83 3,588,135.83 -

    3.Annuity Payment 1,482,881.00 632,881.00 850,000.00

    4.Unemployment insurance 101,283.60 101,283.60 -

    5.Work injury insurance 14,695.52 176,057.38 174,459.58 16,293.32

    6.Maternity insurance 27,118.50 92,942.88 92,942.88 27,118.5085

    Items Balance in

    year-begin

    Increase in this

    period

    Payable in this

    period

    Balance in

    year-end

    4. Housing fund 125,260.74 4,987,415.00 4,850,435.00 262,240.74

    5. Labour union outlay and

    Employee Educatation outlay

    283,273.12 1,137,413.54 1,027,075.05 393,611.61

    6.. Non-Money Welfare 1,736,865.87 1,736,865.87

    7.. Due to the lifting of labor

    relations for compensation -

    8. Staff incentive fund

    9.Other 1,080,776.67 1,080,776.67

    Of which:paid Cash

    Total 11,827,195.03 51,162,777.52 53,572,993.56 9,416,978.99

    2. Payable Employee wage at the period end decreased RMB 2,410,216.04 than at period

    beginning,with an decreased ratio of 20.38%. Increase reason: The bonuses for which provision

    was made at the end of last year were paid in current period.

    (18)Payable tax

    Type Balance in

    year-end

    Balance in

    year-begin

    Legal tax tate

    VAT 144,718.87 17%

    Bunsiness tax 3,253,207.90 3,033,131.34 3%、5%

    City construction tax

    119,746.75 102,011.83

    Turnover tax

    7%、5%

    Education subjion 74,663.02 67,062.10

    Enterprise income tax -2,927,749.48 -315,878.82 25%、18%

    Property tax 76,294.95 1,256.07

    Land use tax 139,842.00 297,840.00

    Defend expense 104,436.91 96,101.76

    Individual income tax 57,672.70 485,681.27

    Stamp tax

    Total 898,114.75 3,911,924.42

    Payable tax at the period end Decrease RMB 3,013,809.67 than at period beginning,with an

    Decrease ratio of 77.04%. Main reasons were: Over-paid corporate income tax was written back at

    the end of period, the income was less than that of last year, so the corresponding payable taxes

    were reduced.

    (19)Interest payable86

    Items Balance in year-end Balance in year-begin

    Pay the interest for long-term

    loans by installments.

    4,954,624.42 4,995,260.80

    Interet of company bonds

    Payable interest for short-term

    borrowings

    936,832.50 542,587.50

    Total 5,891,456.92 5,537,848.30

    (20)Dividend payable

    Names and categories of

    investors

    The end of arrears

    of dividend

    The Beginning of

    arrears of

    dividend

    Reasons for not being paid

    Zhujiang Construction

    Investment Co., Ltd.

    27,365,416.20

    Dividends for 2008 were

    not paid yet.

    Dividends for

    shareholders of

    A-share and B-share of

    Guangdong Expressway

    138,308,961.28 12,316,103.37

    Dividends for 2008 were

    not paid yet.

    Total 165,674,377.48 12,316,103.37

    Dividend payable at the period end increased RMB 153,358,274.11 than at period

    beginning,with an increased ratio of 1245.19%. Reasons for the change:

    According to resolution in 2008,Guangfo Expressway Co.,Ltd and the Board of

    Directors of the Company announced that the provision dividends for 2008 were not

    paid yet. Guangfo Expressway Co.,Ltd and the Board of Directors of the Company

    according to resolution in 2008 the provision dividends for 2008 were not paid yet.

    (21)Other payable

    Items Balance in year-end Balance in year-begin

    Within 1 year 98,515,369.25 217,525,440.30

    1-2 years 97,536,442.25 6,308,274.30

    2-3 years 2,933,947.76 4,294,395.4387

    Over 3 years 15,407,774.73 35,289,501.88

    Total 214,393,533.99 263,417,611.91

    1. There were no other receivable from the main shareholders of the Company holding nore

    than 5% (including 5%) of the total shares of the Company.

    2. The balance of payable of the related party is RMB 148,864,057.40, accounting for 69.43 %

    of the total payable, details in the Notes 7(II)5

    3. High balance Other payable over 1 year has listed below

    Name Amount Not Refund cause Remark

    Guangdong Guanghui

    ExpresswayCo., Ltd.

    104,979,364.01 Current account no

    rertur

    Current Account

    Guangdong Guanyue 2,293,604.00 Project no

    settlement

    Project Guarantee

    account

    Total 107,272,968.01

    4. Other payabnles with the greater amount

    Name Amount Content Remark

    Zhongtie No.12 Bureau

    Group Co., Ltd.

    16,265,494.00 Project account

    Project Guarantee

    account

    Guangdong Changda

    Engineering Co., Ltd.

    16,155,179.87 Project account

    Project Guarantee

    account

    GF01 Contract Section

    Management Dept of Jiangxi

    Xiandai Luqiao Engineering

    Company

    11,975,821.00 Project account

    Project Guarantee

    account

    Guangdong Guanyue Luqiao

    Co., Ltd. 12,611,802.70 Project account

    Project Guarantee

    account and Contract

    guarantees

    Shenzhen Sitong Investment

    Development Co., Ltd.

    10,300,000.00 Compensation

    Guangdong Guanhui

    Expressway Co., Ltd.

    104,979,364.01 Current account88

    Total 172,287,661.58

    5. Other payable at the period end decreased RMB 49,024,077.92 than at period

    beginning,with an decreased ratio of 18.61%.

    (22)Non-current liability due in 1 year

    Items Balance in year-end Balance in year-begin

    Long-term loan 450,000,000.00 290,000,000.00

    Bond payable

    Long-term payable

    Total 450,000,000.00 290,000,000.00

    1. Long-loan due in 1 year

    Items Balance in year-end Balance in year-begin

    Credit loan 450,000,000.00 290,000,000.00

    Impawn loan

    Mortgage loan

    Guarantee loan

    Total 450,000,000.00 290,000,000.00

    Name

    The

    beginning

    of Date

    Termination

    Date

    Balance in

    year-end

    Balance in

    year-begin

    China Everbright

    Bank ,Wuyang Branch

    2006-4-11 2009-4-11 100,000,000.00

    Constrution

    Bank ,Guangzhou Liwan

    Branch

    2008-12-3 2009-12-2 40,000,000.00 40,000,000.00

    Constrution

    Bank ,Guangzhou Liwan

    Branch

    2009-1-6 2009-12-2 260,000,000.00

    Industrial and commercial

    Bank..Guangzhou Second

    Branch

    2008-10-30 2009-10-21 150,000,000.00 150,000,000.00

    Total 450,000,000.00 290,000,000.0089

    (23)Long –term loan

    Items Balance in year-end Balance in year-begin

    Credit loan 2,732,664,803.54 2,348,324,803.54

    Impawn loan

    Mortgage loan

    Guarantee loan

    Shareholder loans

    Total 2,732,664,803.54 2,348,324,803.54

    Name

    The

    beginning

    of Date

    Termination

    Date

    Balance in

    year-end

    Balance in

    year-begin

    Industry Bank.

    Guangzhou Tianhebei

    Branch

    2003-11-28 2011-11-28 100,000,000.00 100,000,000.00

    China merchants

    Bank.Guangzhou World

    Trade Building Branch

    2005-6-30 2010-6-30 50,000,000.00 50,000,000.00

    China merchants

    Bank.Guangzhou World

    Trade Building Branch

    2006-5-11 2011-5-11 50,000,000.00 50,000,000.00

    China merchants

    Bank.Guangzhou World

    Trade Building Branch

    2008-4-24 2010-4-24 100,000,000.00 100,000,000.00

    China merchants

    Bank.Guangzhou World

    Trade Building Branch

    2008-6-10 2023-6-10 200,000,000.00 200,000,000.00

    China merchants

    Bank.Guangzhou World

    Trade Building Branch

    2008-4-23 2023-4-23 200,000,000.00 200,000,000.00

    China merchants

    Bank.Guangzhou World

    Trade Building Branch

    2008 2023 300,000,000.00 300,000,000.00

    China merchants

    Bank.Guangzhou World

    Trade Building Branch

    2009-5-26 2014-5-26 3,170,000.00

    China merchants

    Bank.Guangzhou World

    Trade Building Branch

    2009-6-2 2024-5-26 18,400,000.00

    Industrial and commercial

    Bank..Guangzhou Second

    Branch

    2005-7-28 2012-10-31 150,000,000.00 150,000,000.00

    Communications

    Bank ,Foshan

    Branch

    2008 2015 300,000,000.00 300,000,000.00

    SPD Guangzhou Jiefang

    Road Branch 2008 2011 70,000,000.00 70,000,000.0090

    Name

    The

    beginning

    of Date

    Termination

    Date

    Balance in

    year-end

    Balance in

    year-begin

    SPD Guangzhou Jiefang

    Road Branch 2009-1-20 2012-1-19 4,000,000.00

    SPD Guangzhou Jiefang

    Road Branch 2009-3-5 2012-3-4 3,000,000.00

    SPD Guangzhou Jiefang

    Road Branch 2009-3-24 2012-3-23 9,000,000.00

    SPD Guangzhou Jiefang

    Road Branch 2009-4-28 2012-4-27 11,700,000.00

    Constrution

    Bank ,Guangzhou Liwan

    Branch

    2003-12-29 2013-9-28 578,324,803.54 578,324,803.54

    China Everbright

    Bank ,Wuyang Branch 2009-1-9 2018-1-8 111,730,000.00

    China Everbright

    Bank ,Wuyang Branch 2009-6-25 2019-6-25 5,000,000.00

    Shenzhen Development

    Bank 2008-6-11 2013-6-10 100,000,000.00 100,000,000.00

    China CITIC Bank,

    Dongshan Branch 2009-3-27 2023-8-15 135,220,000.00

    Mingsheng

    Bank ,Guangzhou Branch 2009-6-25 2019-5-18 3,120,000.00

    China merchants Bank.

    Guangzhou Baiyun Branch 2008-1-10 2011-1-9 60,000,000.00 60,000,000.00

    China merchants Bank.

    Guangzhou Baiyun Branch 2008-6-19 2011-1-9 40,000,000.00 40,000,000.00

    Industrial and commercial

    Bank..Guangzhou

    Fangchun Branch

    2008-6-27 2011-6-16 50,000,000.00 50,000,000.00

    Agricultural Bank of

    China, Zhongshan No.1

    Road Branch

    2009-5-31 2012-5-31 30,000,000.00

    Agricultural Bank of

    China, Zhongshan No.1

    Road Branch

    2009-6-23 2012-6-23 50,000,000.00

    Total 2,732,664,803.54 2,348,324,803.54

    Long-term loan at the period end Increase RMB 384,340,000.00 than at period

    beginning,with an Increase ratio of 16.37%. Increase reason: Borrowings increased due to

    expanded construction of the controlling subsidiary.

    (24)Capital share

    Items ShareBs alance in year-Aenmd ount SharBesa lance in year-Abemgoinu nt

    A shares (Face value of each

    share was 1 RMB )

    908,367,748 908,367,748.00 908,367,748 908,367,748.00

    B shares (Face value of each 348,750,000 348,750,000.00 348,750,000 348,750,000.0091

    Items ShareBs alance in year-Aenmd ount SharBesa lance in year-Abemgoinu nt

    share was 1 RMB )

    Total 1,257,117,748 1,257,117,748.00 1,257,117,748 1,257,117,748.00

    Changes in Capital shares

    Balance in

    year-begin Changed(+,-) Balance in year-end

    Items

    Amount

    Prop

    ortio

    n

    %

    Share

    allot

    ment

    Bon

    us

    shar

    es

    Capit

    alizati

    on of

    com

    mon

    reserv

    e

    fund

    Other Subtotal Amount

    Propo

    rtion

    %

    1.Shares with conditional

    subscription

    1.State-owned shares 408,243,602 32.47 717,520(Note) 717,520 408,961,122 32.53

    2.State –owned legal

    person shares

    23,468,541 1.87 23,468,541 1.87

    3.Other domestic shares 17,093,725 1.36 -5,431,998(Note) -5,431,998 11,661,727 0.93

    Including:

    Domestic non-state

    ovened legal person

    shares

    12,930,076 1.03 -2,929,191(Note) -2,929,191 10,000,885 0.80

    Domestic natural person

    shares

    3,961,034 0.32 -2,502,807(Note ) -2,502,807 1,458,227 0.12

    Executives

    shares

    202,615 0.01 202,615 0.01

    (4). Foreign shares

    Including:

    Foreign legal person

    shares

    Domestic natural person

    shares

    Total Shares with

    conditional subscription

    448,805,868 35.70 -4,714,478 -4,714,478 444,091,390 35.33

    2.Shares with

    uncounditional

    subscription

    (1). Common shares in

    RMB

    459,561,880 36.56 4,714,478 4,714,478 464,276,358 36.93

    (2).foreign shares in

    domestic market

    348,750,000 27.74 348,750,000 27.74

    (3).Foreign shares in

    overseas market

    (4)other92

    Balance in

    year-begin Changed(+,-) Balance in year-end

    Items

    Amount

    Prop

    ortio

    n

    %

    Share

    allot

    ment

    Bon

    us

    shar

    es

    Capit

    alizati

    on of

    com

    mon

    reserv

    e

    fund

    Other Subtotal Amount

    Propo

    rtion

    %

    Total Shares with

    uncounditional

    subscription

    808,311,880 64.30 4,714,478 4,714,478 813,026,358 64.67

    3..Total of capital shares 1,257,117,748 100 1,257,117,748 100

    Notes:(1) In the report period, 679 shareholders repaid 717,520 shares to Guangdong

    Communication Group Co., Ltd. as consideration. 323,156 domestic legal person shares and

    394,364 domestic natural person shares were converted into state shares, were still the shares

    with limited sale conditions.

    (2) In the report period, 2,083,631 domestic legal person shares subject to sale restriction and

    2,539,239 domestic natural person shares subject to sale restriction were listed for trading and

    converted into shares not subject to sale restriction on April 3, 2009. 91,608 domestic legal person

    shares subject to sale restriction were listed for trading and converted into shares not subject to

    sale restriction on May 5, 2009. After judicial confirmation, 430,796 domestic legal person shares

    were converted into domestic natural person shares, which were still subject to sale restriction.

    (25)Capital reserves

    Items Balance in

    year-begin

    Increase

    in this

    period

    Decrease

    in this

    period

    Balance in year-end

    Share capital premium 1,534,759,970.60 1,534,759,970.60

    Other capital reserves 146,885.72 146,885.72

    Total 1,534,906,856.32 1,534,906,856.32

    (26)Surplus reserves

    Items Balance in

    year-begin Increase in

    this period

    Decrease

    in this

    period

    Balance in

    year-end

    Statutory Surplus reserves 91,921,501.73 91,921,501.73

    Statutory commonweal fund

    Repertory fund93

    Items Balance in

    year-begin Increase in

    this period

    Decrease

    in this

    period

    Balance in

    year-end

    Enterprise Development fund

    Other Surplus reserves

    Total 91,921,501.73 91,921,501.73

    (27)Retained profit

    Items

    Report period

    Same period of the

    previous year

    Balance at the end of last year 537,158,754.16 488,675,530.65

    Add:Change of accounting policy

    Correcting previous errors

    Balance at the beginning of current yea 537,158,754.16 488,675,530.65

    Add: Net profit attributable to the owners of

    parent company

    215,787,292.73 251,244,086.75

    Other switch into

    Less : Withdrawing statutory surplus public

    reserve

    Withdrawing Employee incentive and welfare

    fund

    Withdrawing Repertory fund

    Withdrawing Enterprise Development fund

    The return of investment profits

    Preferred stock dividend payable

    Withdrawing Surplus reserves

    Common stock dividend payable 125,711,774.80 301,708,259.52

    Transferring into capital

    Balance at the end of this term 627,234,272.09 438,211,357.88

    (28)Operating income and operating cost

    Items Report period Same period of the previous year

    Income Cost Income Cost

    Main operation 467,835,596.38 166,221,106.86 488,725,065.00 180,543,856.36

    Other operation 3,981,153.37 1,438,571.39 4,210,218.48 981,149.30

    Total 471,816,749.75 167,659,678.25 492,935,283.48 181,525,005.66

    1. The particular figures about item Main operating income and Main operating cost has

    listed as follows94

    Report period Same period of the previous year

    Items Income for main

    operation

    Cost for main

    operation

    Income for main

    operation

    Cost for main

    operation

    (1)Industry

    (2)Business

    (3)Real estate

    (4)Tourism catering

    services

    ( 5 ) Highway

    Transportation

    466,771,765.00 164,488,334.30 486,618,485.00 179,202,869.37

    (6)Other 1,063,831.38 1,732,772.56 2,106,580.00 1,340,986.99

    Total 467,835,596.38 166,221,106.86 488,725,065.00 180,543,856.36

    2. The particular figures about Product Main operating income and Main operating cost has

    listed as follows

    Report period Same period of the previous year

    Items Income for main

    operation

    Cost for main

    operation

    Income for main

    operation

    Cost for main

    operation

    (1)Toll 466,771,765.00 164,488,334.30 486,618,485.00 179,202,869.37

    (2)Other 1,063,831.38 1,732,772.56 2,106,580.00 1,340,986.99

    Total 467,835,596.38 166,221,106.86 488,725,065.00 180,543,856.36

    3. The particular figures about Area Main operating income and Main operating cost has

    listed as follows

    Report period Same period of the previous year

    Area Income for main

    operation

    Cost for main

    operation

    Income for main

    operation

    Cost for main

    operation

    Guangfo Expressway 132,732,823.00 44,984,731.03 156,020,085.00 46,601,207.27

    Fokai Expressway 331,564,121.00 112,971,489.81 330,598,400.00 127,142,498.11

    Jiujiang Bridge 2,474,821.00 6,532,113.46 5,459,163.99

    Other 1,063,831.38 1,732,772.56 2,106,580.00 1,340,986.99

    Total 467,835,596.38 166,221,106.86 488,725,065.00 180,543,856.36

    4. The amount from current period to last year same period of operation income is Decrease,

    the decrease number is RMB21,118,533.73, the decrease proportion is 4.28%, Reasons for the

    decrease: The toll income of Guangfo Expressway decreased in current period due to closure of

    Xiebian Ramp of Guangfo Expansion Project on October 28, 2008 and split traffic resulted from

    the commencement of use of South China Expressway (3rd Phase) and Guangming Expressway in

    the first half of this year.95

    (29)Business tax and subjoin

    Items Statutory tax rate

    Report period

    Same period of the previous

    year

    Business tax 3%、5% 14,470,361.50 14,984,234.54

    Urban

    construction

    tax

    7% 724,075.36 707,495.07

    Education

    surcharge 3% 311,364.59 304,445.76

    Other 28,170.75 33,393.45

    Total 15,533,972.20 16,029,568.82

    The amount from current period to last year same period of sales tax and addition is Decrease,

    the decrease number is RMB495,596.62, the decrease proportion is 3.09%, the main reason is that

    decrease income from toll fee caused the decrease money of the corresponding taxes.

    (30)Management expenses

    Items

    Report period

    Same period of the

    previous year

    Total Management expenses 47,896,913.39 45,822,121.24

    Management expenses rate 10.15% 9.30%

    The amount from current period to last year same period of Management expenses is

    increases, the Increases number is RMB2,074,792.15, the increase proportion is 4.53%.

    (31)Financial Expenses

    Items

    Report period

    Same period of the

    previous year

    Interest expense 70,327,489.21 62,053,598.63

    Less:Interest income 1,526,537.90 2,199,496.29

    Exchange Income and loss 217.14 33,503.88

    Other 55,404.15 66,394.84

    Total 68,856,572.60 59,954,001.06

    The amount from current period to last year same period of financial cost is increases, the

    Increases number is RMB8,902,571.54, the increase proportion is 14.85%. Reasons for the

    increase: Bank borrowings in the current period increased, and the corresponding

    interet payments increased.96

    (32)Loss for depreciation of assets

    Items

    Report period

    Same period of the

    previous year

    1.Loss for bad debts 3,601,000.00 -715,877.39

    2.Loss for falling price of Inventory

    3.Loss for devaluation of financial

    asset available for sales

    4.Loss for devaluation of held-to

    maturity investment

    5.Loss for devaluation of long-term

    equity investment

    785,536.35

    6.Loss for devaluation of investing

    property

    7.loss for devaluation of fixed assets

    8.loss for devaluation of engineering

    materials

    9.loss for devaluation of

    construction in progress

    10.loss for devaluation

    Of productive biological asset

    11.loss for devaluation of oil asset

    12.loss for devaluation of intangible

    asset

    13.loss for devaluation of goodwill

    14.other

    Total 4,386,536.35 -715,877.39

    (33)Investment income

    Items

    Report period

    Same period of the

    previous year

    1. Iinvestment income from

    financial asset

    (1). Investment income obtained

    during holding transactional

    financial assets

    (2). Investment income obtained

    during holding due investments.97

    Items

    Report period

    Same period of the

    previous year

    (3). Investment income obtained

    during holding financial assets for

    sale

    (4). Investment income obtained by

    disposing transactional financial

    assets

    (5).Investment income obtained by

    disposing due investment held

    (6). Investment income obtained by

    disposing financial investment for

    sale

    2. Investment income from

    long-term equity

    132,630,851.33 158,544,079.41

    (1). Long-term equity investment

    income conformed according to

    cost method

    (2). Long-term equity investment

    income conformed according to

    equity method (a total of 10)

    125,514,780.90 158,544,079.41

    (3). Investment income from

    producing Long-term equity

    investment(a total of 2)

    7,116,070.43

    3.Other

    Total 132,630,851.33 158,544,079.41

    Of which:

    (1). long-term equity investment incomes confirmed by equity method include:

    Unit

    Report period

    Same period of the

    previous year

    Guangdong Maozhan Expressway

    Co., Ltd.

    1,262,018.02 3,637,865.11

    Guangdong Guanghui Expressway 65,725,653.99 71,375,680.63

    Zhaoqing Yuezhao Highway -269,974.56 3,246,135.28

    Guangzhou Xinlu -302,752.79 -770,444.55

    Beijing Gelin Enze

    Shenzhen Huiyan Expressway 27,128,355.69 31,025,120.3098

    Unit

    Report period

    Same period of the

    previous year

    Jingzhu Expressway Guangzhu 50,786,607.06 56,595,440.16

    Guangdong Jiangzhong

    Expressway

    -97,377.19 -806,567.33

    Ganzhou Kangda Expressway -18,717,749.32 -5,759,150.19

    Ganzhou Gankang Expressway

    Total 125,514,780.90 158,544,079.41

    (2)Disposal of long-term equity investment return on investment include:

    Unit

    Report period

    Same period of the

    previous year

    Guangzhou Xinlu 28,932.90

    Guangzhou Putian Zhongzhi 7,087,137.53

    Total 7,116,070.43

    1. There were no significant limits on investment income of the Company.

    2. Investment income happened in the current period decreased RMB 25,913,228.08 over the

    previous period, with decrease ratio 16.34%, the reasons for the decrease: the net profit of every

    expressway had growth in the current year, the corresponding investment income also increased.

    (34)Non-operation income

    Items

    Report period

    Same period of the

    previous year

    1. Total profits of non-current assets

    disposal

    Including : Fixed asset disposal

    profits

    Intangible asset disposal profits

    2. Non-monetary assets exchange

    profit

    3. Debt restructuring profits

    4.Donation income

    5.Government Subsidy

    6.Check income 42,062.00

    7.Road permits claims income 908,097.53 1,538,726.56

    8.Sell Ticket surplus 4,689.00 42,062.00

    9.IC card Cost fee 15,375.00 12,425.0099

    Items

    Report period

    Same period of the

    previous year

    10.House income 3,147.00 11,290.00

    11.Fine income 15,000.00 3,050.00

    12.Insurance claims

    income

    13.Other 73,606.50 121,055.10

    Total 1,019,915.03 1,770,670.66

    Non-business income happened in the current period decreased RMB 750,755.63 over the

    previous period, with decreased ratio 42.40%, the reasons for the increase: the road compensation

    income decreased.

    (35)Non-Operation expense

    Items

    Report period

    Same period of the

    previous year

    1.Total of non-current asset

    Disposition loss 70,692.18 21,620,634.42

    Incl: loss of fixed assets disposition 70,692.18 21,620,634.42

    Loss of Intangible assets

    disposition

    2 . Loss of Non-monetary

    assetsexchange

    3.Debt restructuring loss

    4.External donor expenditure 100,000.00

    Incl :Donations for public welfare

    spending

    5.Special loss

    6.Check loss

    7.Fines and late fees expenses 81.28 100.00

    8 . Road property damage repair

    expenses

    43,415.82 570,928.24

    9.Risk of payment charges 410.00

    10.Other 362,774.41 438,146.00

    Total 477,373.69 22,729,808.66

    Non-business expense happened in the current period decrease RMB 22,252,434.97 over the

    previous period, with decrease ratio 97.90%, the reasons for the decrease: costs for clearing up100

    Jiujiang Bridge reduced.

    (36)Income tax expenses

    Items

    Report period

    Same period of the

    previous year

    Income tax in current term 36,091,369.92 35,115,412.19

    Deferred income tax 10,373,867.56 2,964,606.30

    Total 46,465,237.48 38,080,018.49

    (37)Note Cash flow statement

    1. Receive other cash

    Items Report period

    1. Interest income 1,526,537.90

    2. Return of cash advance 2,777,657.93

    3. Non-operating income 960,290.03

    4. Receipt of security deposit 9,424,938.17

    5. Recovery of advanced wage of dispatched personnel 1,703,665.19

    6.Other 3,199,495.90

    Total 19,592,585.12

    2. Paid other

    Items Report period

    1. Refund of security deposit 74,312,673.81

    2. Current accounts paid to related parties 23,021,675.00

    3.Management Expenses 13,657,696.58

    4. Payment of social insurance premium and public

    accumulation fund for housing construction to be

    contributed by employees

    6,919,681.37

    5. Payment of cash advance and deposit 6,742,164.06

    6.Non-operating expenses 368,349.13

    7.Other 5,324,977.40

    Total 130,347,217.35

    3. Supplement Information of Cash flow statement

    Items

    Report period

    Same period of the

    previous year

    I.Adjusting net profit to net cash flow in operating activities101

    Items

    Report period

    Same period of the

    previous year

    Net profit 254,191,232.15 289,825,387.01

    Add: Asset devaluation reserve provided 4,386,536.35 -715,877.39

    Fixed assets depreciation,Oil and gas depreciation, Produce

    matter depreciation 78,119,555.53 77,443,689.50

    Amortization of intangible assets 3,561,042.00 4,641,394.68

    Amortization of long-term expenses to be amortized 759,053.65 775,162.86

    The loss from the disposal of fixed assets, intangible assets

    and other long-term assets 70,692.18 21,620,634.42

    Loss from scrapping of fixed assets

    Loss from fair change

    Financial expenses 70,327,489.21 62,053,433.12

    Investment loss -132,630,851.33 -158,544,079.41

    decrease of deferred tax assets 572,270.05 -4,393,244.52

    Increase of deferred tax Liabilities 9,801,597.51 7,357,850.82

    Decrease of inventories 156,956.53 -11,539.59

    Decrease of operating accounts receivable -208,619,293.13 -39,363,527.87

    Increase of operating accounts payable 126,841,075.10 -11,232,743.02

    Other

    Net cash flow generated from operating activities 207,537,355.80 249,456,540.61

    II.Investment and financing activities not involving cash

    receipts and expenditure

    Transferring debts to capital

    Convertible corporate bond to mature within one year

    Leasing fixed assets through financing

    III、Net increase of cash and cash equivalent

    Balance of cash at the end of the period 622,360,763.72 563,766,336.15

    Less: Balance of cash at the beginning of the period 350,765,725.76 190,665,302.76

    Add: Balance of cash equivalent at the end of the period

    Less: Balance of cash equivalent at the beginning of the period

    Net increase of cash and cash equivalent 271,595,037.96 373,101,033.39

    4.Relevant information of subsidiaries and other business units obtained or

    disposed in current period102

    Items Balance in year-end

    Balance in

    year-begin

    I. Relevant information on obtaining subsidiaries and other

    business units

    1.Price on obtaining subsidiaries and other business units

    2.Cash and cash equivalents paid for obtaining subsidiaries and

    other business units

    Less :Cash and cash equivalents held by subsidiaries and

    other business units

    3.Net cash paid by obtaining subsidiaries and other business

    units

    4.Net assets from obtaining subsidiaries

    Current assets

    Non- Current assets

    Current Liabilities

    Non- Current Liabilities

    II. Relevant information on disposing subsidiaries and other

    business units

    1.Price on disposing subsidiaries and other business units

    2.Cash and cash equivalents received by disposing subsidiaries

    and other business units

    Less :Cash and cash equivalents held by subsidiaries and

    other business units 2,528.44

    3.Net cash received by disposing subsidiaries and other business

    units -2,528.44

    4.Net assets by disposing subsidiaries -6,607,956.42

    Current assets 500,612.69

    Non- Current assets 30,449.88

    Current Liabilities 4,145,289.08

    Non-current liabilities 3,000,000.00

    5. Composition of cash and cash equivalents:

    Items Balance in year-end

    Balance in

    year-begin

    I. Cash 622,360,763.72 350,765,725.76103

    Items Balance in year-end

    Balance in

    year-begin

    Incl:Stock cash 146,343.59 73,021.90

    Bank deposits which can be used at any time 621,302,810.63 349,771,669.79

    Other monetary funds which can be used at any time 379,418.52 388,843.09

    Money kept in central bank which can be used

    Money deposited in same industry

    Money separated in same industry

    II. cash equivalent

    Incl :Bond investment due in three months

    III. Balance of cash equivalent at the end of the period 622,360,763.72 350,765,725.76

    Incl:Parent company and subsidiaries in the group used the

    limited ash and cash equivalents

    532,190.98 532,190.98

    VI. Notes to main items of financial statements of the parent company

    1. Other receivables

    (1). Other receivables at different levels are as follows:

    (a)Age analyse

    Balance in year-end Balance in year-begin

    Age

    Book Balance

    Proporti

    on

    Bad debt

    reserve

    Proport

    ion of

    Bad

    debt

    reserve

    Book Balance

    Proporti

    on

    Bad debt

    reserve

    Proport

    ion of

    Bad

    debt

    reserve

    Within 1 years 3,508,278.73 9.14% 5,509,446.14 8.27%

    1-2 years 26,240,025.00 39.40%

    2-3 years

    3-4 years

    4-5 years

    Over 5 years 34,856,953.92 90.86% 34,856,953.92 100% 34,856,953.92 52.33% 34,856,953.92 100%

    Total 38,365,232.65 100% 34,856,953.92 100% 66,606,425.06 100% 34,856,953.92 100%

    (2)Items analyse

    Type Balance in year-end Balance in year-begin104

    Book Balance

    Proport

    ion

    Bad debt

    reserve

    Proport

    ion of

    Bad

    debt

    reserve

    Book Balance

    Proport

    ion

    Bad debt

    reserve

    Proport

    ion of

    Bad

    debt

    reserve

    1.Significant

    account

    receivable of

    single amount

    33,198,382.12 86.53% 33,198,382.12 95.24% 33,198,382.12 49.84% 33,198,382.12 95.24%

    2.The

    receivables that

    the individual

    amount is not

    large but the

    risk is great

    3 . Other

    risks of credit

    features:

    5,166,850.53 13.47% 1,658,571.80 4.76% 33,408,042.94 50.16% 1,658,571.80 4.76%

    Incl :

    Singleaccount

    with lare

    amount

    Single

    minor

    accounts

    5,166,850.53 13.47% 1,658,571.80 4.76% 33,408,042.94 50.16% 1,658,571.80 4.76%

    Incl :

    Single account

    without large

    amount but with

    greater risks

    after combined

    with credit

    features

    Total 38,365,232.65 100% 34,856,953.92 100% 66,606,425.06 100% 34,856,953.92 100%

    2. The changes of other accounts receivable for bad debts are as follows:

    Periods

    Book balance at

    year begining

    Amount

    accounted in

    Amount reduced in

    current period

    Book balance at

    period end105

    current period Transferred

    back

    Resel

    ling

    January-June

    2008(last period)

    35,342,346.59 485,392.67 34,856,953.92

    January-June

    2009(current period)

    34,856,953.92 34,856,953.92

    3. The other receivables with significant single amount at period end or not significant but

    accounting provision for impairment separately:

    Other receivables Book balance

    Ratio

    accounted

    Amount for

    preparation for

    bad debt

    Reasons

    Kunlun Securities Co.,

    Ltd.

    33,198,382.12 100% 33,198,382.12

    The company

    had entered the

    stage of

    bankruptcy

    liquidation

    4. There were no other receivable from the main shareholders of the Company holding nore

    than 5% (including 5%) of the total shares of the Company.

    5. The ending balance other receivables from related parties is RMB 0.00.

    6. The big amount debts among other receivables at the end of period

    Name of debtor

    Relationship

    with the

    Company

    Nature or

    description

    Amount of debt

    Account

    age

    Proportion to

    total of other

    receivables

    Kunlun Securities

    Co., Ltd.

    No

    relationship

    Security

    Deposit

    33,198,382.12

    Over 5

    years 86.53%

    Heshan

    Communication

    Real Estate

    Development

    Company

    No

    relationship

    Current

    accounts

    1,470,000.00

    Over 5

    years

    3.83%

    Guangdong

    Finance Bureau

    No

    relationship

    Prepayment 1,403,784.97

    Within 1

    year 3.66%106

    The advancement

    of equity

    confirmation

    expenses payable

    by corresponding

    shareholders

    No

    relationship

    Advanceme

    nt of

    expenses

    1,263,543.27

    Within 1

    year 3.29%

    8. Other receivable at the period end decrease RMB 28,241,192.41 than at period beginning,with

    an decrease ratio of 88.95%. the reasons for the decrease: Current accounts with Guangfo

    Expressway Co., Ltd., a controlled subsidiary, were recovered.

    (II)Long-term share equity investment

    Balance in year-end Balance in year-begin

    Items

    Book balance Impairment

    provision Book balance Impairment

    provision

    Long-term equity investment to

    subsidiary 1,062,203,569.52 1,062,203,569.52

    Equity method: Long-term equity

    investment

    Joint venture 1,002,868,101.82 959,559,648.68

    Affiliated company 1,149,423,406.12 1,235,403,805.11

    Subtotal 2,152,291,507.94 2,194,963,453.79

    Cost method: Long-term equi

    investment 7,020,000.00 6,793,200.00 7,020,000.00 6,793,200.00

    Total 3,221,515,077.46 6,793,200.00 3,264,187,023.31 6,793,200.00

    1. Investment to subsidiary.

    Name of Subsidiary

    Initial

    investment

    Balance in

    year-begin

    Increase

    in this

    period

    Decrease

    in this

    period

    Balance in

    year-end

    Guangfo Expressway Co.,

    Ltd. 154,982,475.25 154,982,475.25 154,982,475.25

    Guangdong Fokai Expressway 812,409,211.85 812,409,211.85 812,409,211.85

    Guangdong Expressway

    Technology Investment Co., Ltd. 94,811,882.42 94,811,882.42 94,811,882.42

    Total 1,062,203,569.52 1,062,203,569.52 1,062,203,569.52

    2.Infornation of Joint venture and Affiliated company107

    Name Type

    Registrated

    place

    Legal

    Representative

    Property

    Registrated

    capital

    Held share

    propoetion

    Voting

    proportion

    I.Joint

    venture

    1.Guangd

    ong

    Guanghui

    Expressw

    ay Co.,

    Ltd.

    Limited

    liability

    Company

    Guangzhou

    ,

    Guangdong

    Liu Gangliang

    Expressway

    Management

    2,351,678,000.00 30% 30%

    2.

    Zhaoqing

    Yuezhao

    Highway

    Co., Ltd.

    Limited

    liability

    Company(Tai

    wan, Hong

    Kong and

    Macao and in

    cooperation)

    Zhaoqiang,

    Guangdong

    Wang Jiachen

    Expressway

    Management

    818,300,000.00 25% 25%

    II.

    Affiliated

    company

    1.Shenzhe

    n Huiyan

    Expressw

    ay Co.,

    Ltd.

    Limited

    liability

    Company

    Shenzhen,

    Guangdong

    Xu Xiaoyang

    Expressway

    Management

    36,000,000.00 33.33% 33.33%

    2.Guangd

    ong

    Maozhan

    Expressw

    ay Co.,

    Ltd.

    Limited

    liability

    Company

    Guangzhou

    ,

    Guangdong

    Li Jinfeng

    Expressway

    Management

    1,120,000,000.00 20% 20%

    3. Jingzhu

    Expressw

    ay

    Guanzhu

    Limited

    liability

    Company(Tai

    wan, Hong

    Kong and

    Macao and in

    cooperation)

    Guangzhou

    ,

    Guangdong

    Lu Yaxing

    Expressway

    Management

    580,000,000.00 20% 20%

    4.Guangd Limited Guangzhou Lu Yaxing Expressway 1,045,000,000.00 15% 15%108

    Name Type

    Registrated

    place

    Legal

    Representative

    Property

    Registrated

    capital

    Held share

    propoetion

    Voting

    proportion

    ong

    Jiangzhon

    g

    Expressw

    ay Co.,

    Ltd.

    liability

    Company

    ,

    Guangdong

    Management

    5.Ganzho

    u Kangda

    Expressw

    ay

    Other Limited

    liability

    Company Ganzhou,

    Jiangxi

    Yao Diming

    Expressway

    Management

    600,000,000.00 30% 30%

    6.Ganzho

    u

    Gankang

    Expressw

    ay Co.,

    Ltd.

    Limited

    liability

    Company

    (State-owned

    holding)

    Ganzhou ,Ji

    angXI

    Liu Zhequan

    Expressway

    Management

    450,000,000.00 30% 30%

    Name

    Total Assets in

    year-end

    Total Liabilities

    In year-end

    The current

    period total

    revenues

    Net profit in

    current period

    Relat

    ed

    party

    relati

    onshi

    p

    Organiz

    ation

    Code

    I.Joint venture

    1.Guangdong

    Guanghui

    Expressway Co.,

    Ltd.

    6,630,545,118.25 4,057,858,616.58 647,076,393.88 219,085,513.29

    Joint

    ventu

    re

    707685

    410

    2. Zhaoqing

    Yuezhao Highway

    Co., Ltd.

    2,459,529,203.54 1,600,345,595.52 102,101,920.50 371,365.68

    Joint

    ventu

    re

    708157

    00-3

    II. Affiliated

    company

    1.Shenzhen Huiyan

    Expressway Co.,

    Ltd.

    479,874,059.28 35,569,153.66 146,894,177.50 83,517,585.76

    Affili

    ated

    comp

    any

    192203

    792

    2.Guangdong 2,852,978,732.06 2,234,399,388.95 183,521,740.00 6,310,090.08

    Joint

    ventu

    707668

    63-7109

    Name

    Total Assets in

    year-end

    Total Liabilities

    In year-end

    The current

    period total

    revenues

    Net profit in

    current period

    Relat

    ed

    party

    relati

    onshi

    p

    Organiz

    ation

    Code

    Maozhan

    Expressway Co.,

    Ltd.

    re

    3. Jingzhu

    Expressway

    Guanzhu

    4,319,158,356.16 3,064,949,069.77 496,768,802.43 273,264,249.58

    Affili

    ated

    comp

    any

    617401

    445

    4.Guangdong

    Jiangzhong

    Expressway Co.,

    Ltd.

    2,821,836,419.89 1,897,727,295.53 127,815,519.13 -649,181.27

    Affili

    ated

    comp

    any

    742962

    35-6

    5.Ganzhou Kangda

    Expressway

    1,998,323,024.90 1,581,105,757.15 11,360,224.00 -59,765,894.72

    Affili

    ated

    comp

    any

    772390

    39-5

    6.Ganzhou Gankang

    Expressway Co.,

    Ltd.

    1,477,269,401.18 1,027,269,401.18

    Affili

    ated

    comp

    any

    799467

    19-6

    3. . .Long-term share equity investment measured based on Equity method

    Equity ncrease / decrease in

    current period

    Units being invested

    Cost for initial

    fund

    Amount at year

    beginning Total

    Of which: cash

    dividend

    returned

    Amount at period

    end

    I.Joint venture

    1.Guangdong Guanghui

    Expressway Co., Ltd.

    705,503,400.00 728,227,522.82 43,578,427.70 22,147,226.29 771,805,950.52

    2. Zhaoqing Yuezhao

    Highway Co., Ltd.

    183,690,616.22 231,332,125.86 -269,974.56 231,062,151.30

    II. Affiliated company

    1.Shenzhen Huiyan

    Expressway Co., Ltd.

    14,024,586.42 208,625,794.92 -42,871,644.31 70,000,000.00 165,754,150.61

    2.Guangdong Maozhan

    Expressway Co., Ltd.

    224,000,000.00 122,453,850.61 1,262,018.02 123,715,868.63110

    Equity ncrease / decrease in

    current period

    Units being invested

    Cost for initial

    fund

    Amount at year

    beginning Total

    Of which: cash

    dividend

    returned

    Amount at period

    end

    3. Jingzhu Expressway

    Guanzhu

    66,779,449.38 472,635,328.71 -60,055,646.19 110,842,253.25 412,579,682.52

    4.Guangdong Jiangzhong

    Expressway Co., Ltd.

    156,750,000.00 134,213,745.86 4,402,622.81 138,616,368.67

    5.Ganzhou Kangda

    Expressway

    216,251,100.00 192,475,085.01 -18,717,749.32 173,757,335.69

    6.Ganzhou Gankang

    Expressway Co., Ltd.

    135,000,000.00 105,000,000.00 30,000,000.00 135,000,000.00

    Total 1,701,999,152.02 2,194,963,453.79 -42,671,945.85 202,989,479.54 2,152,291,507.94

    4.Long-term share equity investment measured based on cost method

    Equity ncrease / decrease in

    current period

    Units being invested

    Cost for initial

    fund

    Amount at year

    beginning Total

    Of which:

    cash dividend

    returned

    Amount at

    period end

    Huaxia Securities Co., Ltd 5,400,000.00 5,400,000.00 5,400,000.00

    Huazheng Asset Management

    Co., Ltd.

    1,620,000.00 1,620,000.00 1,620,000.00

    Total 7,020,000.00 7,020,000.00 7,020,000.00

    5. Impairment provisionof of long-term equity investment

    Units being invested

    Amount at year

    beginning

    Increase in

    this period

    Decrease in

    this period

    Amount at

    period end

    causse

    Huazheng Asset

    Management Co., Ltd.

    1,393,200.00 1,393,200.00 V(7)4 Note 1

    Huaxia Securities Co., Ltd 5,400,000.00 5,400,000.00 V(7)4 Note 2

    Total 6,793,200.00 6,793,200.00

    6. Long-term equity investment at the period end decreased RMB 42,671,945.85 than at

    period beginning,with an decreased ratio of 1.31%. Decreased reason:In the current period, added new

    investment RMB 45,500,000.00 to Guangdong Jiangzhong Expressway and RMB 30,000,000.00 to

    Ganzhou Kangda Expressway Company Limited ,the net profit of the unit being invested decreased

    and investment income decreased, and accordingly, the investment balance of long-term investment

    decreased.111

    (III)Business income and Business cost

    Items Current term Same term previou years

    Income Cost Income Cost

    Main Business

    Other Business 3,600.00 255,600.00

    Other 3,600.00 255,600.00

    The amount from current period to last year same period of Business income income is

    decreased, the decreased number is RMB252,000.00, the decreased proportion is 98.59%.

    (IV)Investment income

    Items Current term Same term previou years

    I.Investment income from financial assets

    (1)Investment income obtained by

    holding transactional financial assets

    ( 2 ) Investment income obtained by

    holding due investment

    ( 3 ) Investment income obtained

    holding financial assets for sale

    ( 4 ) Investment income obtained by

    disposing transactional financial assets

    ( 5 ) Investment income obtained by

    disposing transactional financial assets

    ( 6 ) Investment income obtained by

    disposing financial assets for sale

    2 . Income from long-term equity

    investment

    253,479,212.62 381,110,027.53

    ( 1 ) Income from long-term equity

    investment confirmed by cost calculation

    (2 in total)

    127,661,678.93 221,795,503.57

    ( 2 ) Income from long-term equity

    investment confirmed by equity

    calculation(in 8 total)

    125,817,533.69 159,314,523.96

    (3)Investment income from disposing

    long-term equity investment

    3.Other112

    Items Current term Same term previou years

    Total 253,479,212.62 381,110,027.53

    Of which:

    Name Current term Same term previou years

    Guangfo Expressway 86,417,103.78 136,816,722.49

    Guangdong Fokai Expressway 41,244,575.15 84,978,781.08

    Total 127,661,678.93 221,795,503.57

    (2)Incomes from long-term equity investment confirmed by Equity method:

    Name Current term Same term previou years

    Guangdong Maozhan Expressway 1,262,018.02 3,637,865.11

    Guangdong Guanghui Expressway 65,725,653.99 71,375,680.63

    .Zhaoqing Yuezhao Highway Co., Ltd. -269,974.56 3,246,135.28

    Shenzhen Huiyan Expressway 27,128,355.69 31,025,120.30

    Jingzhu Expressway Guangzhu 50,786,607.06 56,595,440.16

    Guangdong Jiangzhong Expressway -97,377.19 -806,567.33

    Ganzhou Kangda Expressway -18,717,749.32 -5,759,150.19

    Ganzhou Gankang Expressway

    Total 125,817,533.69 159,314,523.96

    1. No major restrictions on repatriation of investment income of the Company.

    2. Investment income happened in current period decreased RMB 127,630,814.91 over the

    previous period, with decreased ratio 33.49%, reasons for the reduction as follows: the net profit

    realized in current year by units being invested decreased and the corresponding investment

    income decreased, The distributable profit of the invested company for current year calculated on

    cost basis decreased over the previous year.

    VII. Relationships and Transactions of Related Parties.

    (I) Standards for identifying the related parties.

    1. The related parties that have relations of controlling.

    1.Pearent Company (Unit:RMB’0000)113

    Enter

    prise

    name

    With

    the

    Corp

    orate

    Relati

    ons

    Type Registered address Legal

    representative

    The main

    business.

    Registrat

    ed

    capital

    The

    parent

    compan

    y of the

    Compa

    ny's

    shareho

    lding

    ratio

    The

    parent

    company

    of the

    Compan

    y’s vote

    ratio

    The

    ultim

    ate

    contr

    olling

    party

    of the

    Com

    pany

    Orga

    nizati

    on

    Code

    Guangdo

    ng

    communi

    cation

    Group

    Co., Ltd

    Pearen

    t

    Comp

    any

    State

    owned

    Co.,

    Ltd.

    No. 27, Baiyyun Road

    Guangzhou.

    Zhu Xiaoling

    Equity

    Management:

    Organize the

    reorganization of

    assets, optimize

    the allocations,

    Raise funds

    through the ways

    of mortgage,

    transfer of

    property rights,

    transformation of

    joint-stock;

    Project

    investment,

    operation and

    management;

    Infrastructure

    construction of

    transportation;

    Projects of road

    and rail and the

    related industries;

    Technology

    development,

    application and

    consulting

    services;

    Transportation of

    passengers and

    freights by road

    and rail; Shipping

    industry; Related

    businesses

    1,980,000 40.76% 40.76%

    Guang

    dong

    comm

    unicati

    on

    Group

    Co.,

    Ltd

    72383

    8552114

    Enter

    prise

    name

    With

    the

    Corp

    orate

    Relati

    ons

    Type Registered address Legal

    representative

    The main

    business.

    Registrat

    ed

    capital

    The

    parent

    compan

    y of the

    Compa

    ny's

    shareho

    lding

    ratio

    The

    parent

    company

    of the

    Compan

    y’s vote

    ratio

    The

    ultim

    ate

    contr

    olling

    party

    of the

    Com

    pany

    Orga

    nizati

    on

    Code

    abroad.

    2.Subsidiary

    (Unit:RMB’0000)

    Name

    Type of

    Subsidiar

    y

    Type of

    Enterprise

    Registered

    address

    Legal

    represent

    ative

    The main business

    Regist

    rated

    capital

    Shareh

    olding

    ratio

    Vote

    ratio

    Orga

    nizati

    on

    Code

    Guangfo

    Expressway

    Subsidi

    ary

    Limited

    liability

    Company

    (Taiwan,

    Hong

    Kong and

    Macao

    and in

    cooperati

    on)

    Shabei

    West,Gu

    angzhou

    Zhou

    Yuming

    Construction, tolling,

    maintenance and management

    of Guangfo Expressway,

    automobile fueling, Form

    Hengsha Guangzhou to Foshan

    xiebian,A total length of 15.7

    km, salvage, maintenance and

    cleaning up.

    20,000 75% 75%

    61740

    143-7

    Guangdong

    Fokai

    Expressway

    Subsidi

    ary

    Limited

    liability

    Company

    No.83,

    Baiyun

    Road,

    Yuexiu

    District ,Gu

    angzhou

    Li

    Xiyuan

    Investment in technical

    industries and provision of

    relevant consulting services,

    research and development of

    lighting technology, energy

    saving and storage

    technology, photovoltaic

    technology of solar energy

    and production and sales of

    110,800 75% 75%

    23112

    431-8115

    Name

    Type of

    Subsidiar

    y

    Type of

    Enterprise

    Registered

    address

    Legal

    represent

    ative

    The main business

    Regist

    rated

    capital

    Shareh

    olding

    ratio

    Vote

    ratio

    Orga

    nizati

    on

    Code

    relevant products, design,

    production , release and

    agency of all kinds of

    domestic and foreign

    advertisements, construction

    and maintenance

    management of highway

    projects and domestic trade.

    Guangdong

    Expressway

    Technology

    Investment

    Co., Ltd.

    Subsidi

    ary

    Limited

    liability

    Company

    4/F,Guangd

    ong

    Expresswa

    y Building,

    No.85,

    Baiyun

    Road,

    Yuexiu

    District,

    Guangzhou

    Zhang Yi

    Investment in technical

    industries and provision of

    relevant consulting services,

    research and development of

    lighting technology

    10,000 95% 95%

    73145

    698-4

    The company‘s subsidiary’s registered capital alter situation

    Name

    Amount at year

    beginning

    Increase in

    this period

    Decrease in

    this period

    Amount at

    period end

    Guangzhou Putian Zhongzhi 500 500

    3. Main information of joint-owned company and II. Affiliated company

    details in the Notes 5(7)1

    4.Other related parties.

    Name Relation with the Company Organization Code

    Guangdong Expressway Co., Ltd.

    Fully owned subsidiary of the

    parent company

    190330413

    Guangdong Highway Construction Co.,

    Ltd.

    Fully owned subsidiary of the

    parent company

    190335177

    Guangdong Jingtong Enginneering

    Construction Group Co., Ltd.

    Fully owned subsidiary of the

    parent company

    23111091X116

    Name Relation with the Company Organization Code

    Guangdong Nanyue Logistics Co.,

    Ltd.

    Contral interest subsidiary of

    the partent company

    719285123

    Guangdong Changda highway Co., Ltd.

    contral interest subsidiary of

    the partent company

    190334510

    Guangdong Communication Industry

    Investment Company

    Fully owned subsidiary of the

    parent company

    190366459

    Xinyue Communication Investment

    Co., Ltd.

    contral interest subsidiary of

    the partent company

    Overseas Enterprises

    Xinyue Communication Investment

    Co., Ltd.

    contral interest subsidiary of

    the partent company

    231129768

    Guangdong Hualu communication

    Technology Co., Ltd.

    contral interest subsidiary of

    the partent company

    736195293

    Guangdong Highway Survey and

    Design Institute

    contral interest subsidiary of

    the partent company

    455857836

    Guangdong Gaoda Property

    Development Co., Ltd.

    contral interest subsidiary of

    the partent company

    707685592

    Guangdong East Thinking Management

    Technology Development Co., Ltd.

    contral interest subsidiary of

    the partent company

    724762107

    Guangzhou Xinruan Computer

    Technology Co., Ltd.

    contral interest subsidiary of

    the partent company

    725017352

    Guangdong Communication

    Development Company

    contral interest subsidiary of

    the partent company

    190324937

    Guangdong Tongyi Expressway

    Services Area Co., Ltd.

    contral interest subsidiary of

    the partent company

    724795996

    Guangdong Xiangfei Highway

    Engineering Management Co., Ltd

    Fully owned subsidiary of the

    parent company

    23110364-6

    Guangzhou Xinyue Asphale Co., Ltd.

    contral interest subsidiary of

    the partent company

    714289942

    Guangdong Guansheng Civil

    Engineering Technology Co., Ltd.

    contral interest subsidiary of

    the partent company

    766557961

    Guangdong Lulutong Co., Ltd.

    contral interest subsidiary of

    the partent company

    231125505

    Guangzhou Putian Zhizhi Technoloty

    Industry Co., Ltd

    contral interest subsidiary of

    the partent company

    71243167-7

    Zhaoqiang Yuezhao Highway Co., Ltd The company's joint

    venture

    70815700-3117

    Name Relation with the Company Organization Code

    Shenzhen Huiyan Expressway Co., Ltd

    The company’s Affiliated

    company

    192203792

    Guangdong Zhanjiang Bay Bridge

    Co.,Ltd.

    contral interest subsidiary of

    the partent company

    74083612-9

    (II) Related transactions.

    1. The transactions among the subsidiaries that have controlling relations and have

    been incorporated into the consolidated accounting statements of the Company and

    the transactions among the parent companies and subsidiaries have been offset.

    2 Related transactions on purchasing goods and receiving services

    Number happened in

    current period

    Number happened in last

    Related period

    parties

    Types of

    related

    transaction

    s

    Content of

    related

    transaction

    Pricing

    principle of

    related

    transactions

    Amount

    (RMB)

    Proportion

    (%)

    Amount

    (RMB)

    Proportion

    (%)

    1. Operating

    costs

    Guangdong

    Guanghui

    Expressway

    Receiving

    labor

    Project

    fund

    Market price 612,500.00 0.34

    Guangdong

    Expressway

    Receiving

    labor

    Design fee Market price 54,309.50 0.03

    Xinyue

    Communicati

    on

    Investement

    Co., Ltd.

    Receiving

    labor

    Project

    fund

    Market price 203,969.00 0.11

    Guangdong

    Guanyue Luqiao

    Co., Ltd.

    Receiving

    labor

    Project

    fund

    Market price 5,058,153.40 3.02 11,517,558.00 6.34

    Guangdong

    Changda

    Highway

    Engineering

    Co., Ltd.

    Receiving

    labor

    Project

    fund

    Market price 21,701,488.00 12.94 9,619,525.40 5.30

    Guangdong

    Jingtong

    Highway

    Engineering

    Co., Ltd.

    Receiving

    labor

    Project

    fund

    Market price 1,385,698.00 0.83 13,776,011.00 7.59

    Guangdong

    Highway

    Survey and

    Design

    Institute

    Receiving

    labor

    design fee Market price 645,750.00 0.39 1,792,758.00 0.99

    Guangdong

    Xiangfei

    Receiving

    labor

    Supervis

    ion fees Market price 22,569.82 0.01 199,905.00 0.11118

    Number happened in

    current period

    Number happened in last

    Related period

    parties

    Types of

    related

    transaction

    s

    Content of

    related

    transaction

    Pricing

    principle of

    related

    transactions

    Amount

    (RMB)

    Proportion

    (%)

    Amount

    (RMB)

    Proportion

    (%)

    Highway

    Engineering

    Management

    Co., Ltd

    Subtotal of

    Operating

    costs

    28,813,659.22 17.19 37,776,535.90 20.81

    2.Management

    expenses

    Guangdong

    Gaoda

    Property

    Development

    Co., Ltd.

    Receiving

    labor

    rental fee and

    management

    fee

    Market price 528,074.04 1.10 555,416.88 1.21

    Guangdong

    Highway

    Survey and

    Design

    Institute

    Receiving

    labor

    design fee Market price 385,000.00 0.84

    Subtotal of

    Management

    expenses

    528,074.04 1.10 940,416.88 2.05

    3.Non-

    Operating

    expwnses

    Guangdong

    Changda

    highway Co.,

    Ltd.

    Receiving

    labor

    Project

    fund

    Market price 20,000,000.00 87.99

    Subtotal of Non-

    Operating

    expwnses

    20,000,000.00 87.99

    4. Construction

    on process

    Guangdong

    Expressway Co.,

    Ltd.

    Receiving

    labor

    Commissio

    ned the

    Construct

    ion of

    managemen

    t

    feesProjec

    t fund

    Market price 12,259,411.91 3.54

    Guangdong

    Guanyue Luqiao

    Co., Ltd.

    Receiving

    labor

    Project

    fund

    Market price 2,581,113.00 0.74

    Guangdong

    Changda Receiving Project Market price 77,849,162.00 22.43 29,325,128.60 31.53119

    Number happened in

    current period

    Number happened in last

    Related period

    parties

    Types of

    related

    transaction

    s

    Content of

    related

    transaction

    Pricing

    principle of

    related

    transactions

    Amount

    (RMB)

    Proportion

    (%)

    Amount

    (RMB)

    Proportion

    (%)

    highway Co.,

    Ltd.

    labor fund

    Guangdong

    Hualu

    communicatio

    n Technology

    Co., Ltd.

    Receiving

    labor

    Project

    fund

    Market price 480,252.00 0.14

    Guangdong

    Highway

    Survey and

    Design

    Institute

    Receiving

    labor

    design fee Market price 1,797,712.00 1.93

    Subtotal of

    Construction on

    process

    93,169,938.91 26.88 31,122,840.60 33.46

    5.Fixed Assets

    Guangdong

    Changda

    highway Co.,

    Ltd.

    Receiving

    labor

    The

    acquisiti

    on of

    fixed

    assets

    Market price 6,893,266.00 6.52

    Subtotal of

    Fixed assets

    6,893,266.00 6.52

    Total 123,261,672.17 96,733,059.38

    3. Related transactions on purchasing goods and receiving services

    Number happened

    in current period

    Number happened in

    last period

    Related

    parties

    Types of

    related

    transactions

    Content of

    related

    transaction

    Pricing

    principle of

    related

    transactions

    Amount

    (RMB)

    Amount

    (RMB)

    Proportion

    (%)

    Transactions

    proportion

    (%)

    1. Operating

    income

    Xinyue

    Communication

    Investment Co.,

    Ltd.

    Receiving

    labor

    Project

    fund

    Market price 817,958.69 0.17

    Total 817,958.69

    4.Other Relationships and Transactions120

    (1) On August 23, 2001,the Company signed the Agreement on Transferring the Investment

    Equity of Guangdong Maozhan Expressway Co., Ltd with Guangdong Transportation Industry

    Investment Co., Ltd, transferring all the actual investment of Guangdong Maozhao Expressway

    Co., Ltd held by the Company, the price of transfer RMB 228.50 million, the date of transfer

    August 1, 2001. Guangdong Transportation Industry Investment Co., Ltd paid the transfer fund

    RMB 114.25 million in advance according to the Agreement. The Agreement comes into force

    upon the agreement of Decision-making Institutions and the Management Department of the both

    parties and after being approved by Guangdong Foreign Trade & Economic Cooperation

    Department.

    In March 18, 2002, the Company signed the Supplementary Agreement of Agreement on

    Transferring the Investment Equity of Guangdong Maozhan Expressway Co., Ltd, reached the

    following agreement: (1) The company paid the Reduction Pre-payment Fund RMB 79.975

    million to Guangdong Transportation Industry Investment Co., Ltd. After the reduction, the actual

    Pre-payment fund received is RMB 34.275 million ; (2) If the Agreement of Transfer is not

    approved by the relevant Government Department, the Company will pay the actual fund back to

    Guangdong Transportation Industry Investment Co., Ltd, and according the Income Reduction of

    this time, pay the fund, paying the interest of the actual received fund according to the bank

    interest in the same period. (3) If the Agreement of Transfer is eventually approved by the relevant

    Government Department, then Guangdong Transportation Industry Investment Co., Ltd need to

    pay the transfer fund RMB 194.225 million to the Company 15 day after the Transfer of

    Agreement being in effect.

    On December 27, 2002, the Company signed the Supplementary Agreement(II)of Agreement

    on Transferring the Investment Equity of Guangdong Maozhan Expressway Co., Ltd, reached the

    following agreement: the Company pays Reduction Pre-payment fund RMB 20.00 million to

    Guangdong Transportation Industry Investment Co.,Ltd.

    After returning the Pre-received fund according to the agreements in the Supplementary

    Agreement, the Company received the original value of Pre-payment fund RMB 14,275,000.00 .

    On April 21, 2008, according to : the total budget approved as RMB 4,002,409,114.00, total

    construction period of the project is (since the date of opening) four years.

    2. on September 18, 1998, the company signed the Contract on Cooperative Construction &

    Operation of JingZhu Expressway (Tangtang-Taihe) with Guangdong Road & Bridge

    Construction & Development Company, Dajian Industrial Co., Ltd, Guangdong Communications

    Department and the Office of Introduction of Foreign Capital, the four parties, and cooperated to

    establish Jingzhu(Tangtang –Taihe) Expressway Co., Ltd, and cooperated to construct, operate,

    manage the Jingzhu expressway and its supporting facilities. The total investment of the first

    phase of the project is about 2600.00 million Yuan, the registered capital of the first phase of the

    cooperation company is 910 million Yuan. The capital proportion of the Company is 25%, the

    investment amount 227.50 million Yuan. This contract is awaiting approval from the relevant

    Government Department. As June 30, 2009, the fund of the Company has not invested yet.

    3. In May 2000, the Company signed the Contract on Construction & operation of the

    Expressway of Ji ngzhu Major Route Xiaotang-Gantang, and cooperated to establish

    Guangdong Jingzhu North Expressway Co., Ltd to construct and operate the expressway of

    Jingzhu Major Route Xiaotang-Gantang. The total investment of the project is 5657million Yuan,

    the registered capital 566.70 million Yuan. The capital of the project( including the registered129

    capital)is 35% of the general investment, namely 1,979.95 million Yuan, the investment

    proportion of the Campany 10%. The capital other project shall be paid according to the

    investment proportion. The investment amount of the project of the company is 1,979.95 million

    Yuan. Guangdong Expressway Co., Ltd is responsible for the construction of the project. This

    contract is awaiting approval from the relevant Government. As June 30, 2009, Department. the

    fund of the Company has not invested yet.

    4. The controlling subsidiary of the company Guangdong Fokai Expressway Company started

    the expansion project of Fokai Expressway Xiebian to Sanbao, and entrusted Guangdong

    Provincial Expressway Company to manage the project.

    (II) The Renting Contract signed that is being implemented or is ready to be

    implemented and its financial influences.

    The controlling subsidiary of the company Guangdong Expressway Technology Investment Co.,

    Ltd. signed the  and related

    supplementary agreements with Guangdong Guanghui Expressway Co., Ltd., Guangdong

    Expressway Technology Investment Co., Ltd. leased advertisement position from Guangdong

    Guanghui Expressway Co., Ltd.

    the total rental fee reduced to 25.20 million Yuan, the leasing period from July 1, 2006 to June 30,

    2016.

    X. Events Occurring After the Balance Sheet Date.

    (I)Board of Directors after the balance sheet date

    The 14th (provisional) meeting of the fifth board of directors held on August 18th,2009

    examined and adopted the Proposal of the Company’s Semi annual report and the summary of the

    Semi annual report.

    (2). Significant external investment after balance sheet day

    The Company signed Share Subscription Agreement with Everbright Bank on July 20, 2009.

    The Company will subscribe for 240,000,000 ordinary shares to be issued by this company to the

    Company at the price of RMB 2.2 per share. The par value of each share is RMB 1.00 and the

    total amount of investment is RMB 528,000,000, which accounts for 0.72% of the total share

    capital of Everbright Bank after share capital increase. The Company will contribute capital in

    cash with self-owned funds. This external investment does not constitute a related transaction.

    On July 20, 2009, The 13th meeting of the fifth board of directors of the Company examined and

    adopted the Proposal for Purchasing Equity of China Everbright Bank. On August 6, 2009, This

    proposal is to be submitted to the first provisional shareholders' general meeting of the Company

    in 2009 for examination. This transaction has been examined and adopted by the board of

    directors and shareholders' general meeting of Everbright Bank and is subject to the approval by

    relevant domestic regulatory authority.

    (3)Issuing Company Coperate bond after balance sheet date130

    The fifth provisional board meeting of the Company held on August 11, 2009 examined and

    adoted the Proposal Concerning the issuing scheme and the authorization of the Corporate Bonds.

    The fifth provisional board meeting alterated the annoument which made at the 10th (provisional)

    meeting of the fifth board of directors. The Company ensures to issue corporate bonds with

    principal of not more than RMB 1.3 billion and a term of not more than 5 years. Alteration

    details refers to Note“XI、(3)”.

    3. The third provisional shareholders' general meeting of the Company in 2008 held on

    December 12, 2008 examined and adopted the Proposal Concerning the Company's Issue of

    RMB Corporate Bonds.

    The Company planned to issue corporate bonds with principal of not more than RMB 1.3

    billion and a term of not more than 10 years. The shareholders' general meeting authorized the

    board of directors to handle the matters related to the issue of RMB corporate bonds. The fifth

    board of directors of the Company approved the Proposal Concerning Matters Related to

    Corporate Bond Issue Plan on March 30, 2009. The total amount of the principal of corporate

    bonds issued shall not exceed RMB 1.3 billion and the accumulative balance of bonds after issue

    shall not exceed 40% of the net assets for the latest period. The amount of bonds issued in the

    first period is RMB 650 million.

    The application for issuing corporate bonds with amount of not more than RMB 1.3 billion

    was conditionally approved by Issue Examination Committee of China Securities Regulatory

    Commission on April 15, 2009.

    XI. Other events

    1.Fokai Expressway has operated Jiujiang Bridge’s management and maintain, 2007, June

    15 early in the morning, The No. 035 Sand ship owned by Yang Xiong and operated by Foshan

    Nanhai Yuhang Ship Co., Ltd. collided Jiujiang Bridge on 325 State Road which owned by the

    controlling subsidiary Fokai Company. due to the deviation channel of the sand delivering ship in

    Jiujiang channel and straightly hit Jiujiang Bridge, leading the 200m height bridge’s partial

    collapsed that block the transportation on the bridge. Up to the deadline for submitting reports,

    Jiujiang Bridge was still closed to transportation. On June 10, 2009, Jiujiang Bridge

    opened to traffic has been restored.

    On June 19,2007, The Ministry of Communications, the State Production Safety

    Supervision and Administration Commission issued the JiaoAnWeiming File [2007] No. 8

    "Notification on the Guangdong"6.15 "Jiujiang Bridge Collision Accident", initially determined

    the causes of the accident are: the incident ship suddenly met heavy fog on the way from Foshan

    Gaoming to Sunde, the captain neglected looking out, did not take proper measures and deviated

    from the main channel, touched the 325 National Road Jiujiang Bridge the non-navigation bridge

    pier and caused the collapsion of part of the Jiujiang bridge. The accident was an unilateral

    responsibility of the ship.

    On July 19,2007,Fokai Company applied preservation of property to Guangzhou Maritime131

    Court.On August 22,2007,Fokai Company officially prosecuted to Guangzhou Maritime Court,

    asking Foshan South Sea Shipping Company Limited and Yang Xiong to undertake the

    conpensation 25,587,684 yuan for the loss caused by collapsion of Jiujiang Bridge. On August

    28, 2007, Guangzhou Maritime Court accepted the case. According to the (2007)-Canton Haifa

    No. 332 ruling book issued by Guangzhou Maritime Court, the proceeding of the case was

    suspended.

    After the court accepted the case, the incident investigation team of Guangdong Provincial

    Government had not made the final report of Jiujiang Bridge accident. The Court, on November

    5, 2007, decided to suspend the proceeding. In September 2008, Jiujiang Bridge accident

    investigation report was officially reported and resumed the proceedings. On December 5, 2008,

    Guangzhou Marine Court opened a court trial to procceeded the case. Currently, Guangzhou

    Haizhu prosecutorial office was intend to prosecute the accident captain Shi Guide, therefore, on

    January 5, 2009, Guangzhou Maritime Court ruled the suspension of the case. At present, no

    further notice related to this case has been received from the court and its hearing is still in

    suspense.

    By the date of the statement, the insurance compensation program was under negotiations

    with insurance companies.

    2. Our company held provisional shareholders meeting on December 20, 2006,Reviewed

    and approved《The bill of Fo-kai company for setting up the toll right and usufruct to

    support the financing proposal of beneficiary certificate’s specific asset management

    plan》. Agreed in principle to set up “Fo-kai highway usufruct & beneficiary certificate

    specific plan” for low cost financing, Guangdong fo-kai highway Co., Ltd. acted as

    original equity owner and Guangfa securities Co., Ltd. acted as plan manager. Planned

    financing scale is RMB 1 billion, the period are from 1 year to 5 years. The capital raised

    this time is used for exchanging the original bank loan of Guangdong fo-kai highway Co.,

    Ltd. The board of directors and management of Guangdong fo-kai highway Co., Ltd.

    should decide the relevant matters of this plan according to market situation and

    company’s needs. It includes interest rate of this certificate issuing and all contracts to be

    discussed & signed required by the implementation of this specific asset management

    plan etc. Guangdong fo-kai highway Co.,Ltd. On December 14, 2006, Guangfa securities

    company have signed《the arrangement agreement of specific asset management

    plan》,the agreed chargeable specific plan arrangement fee in this agreement is 0.768

    % of financing amount. It will be RMB 7.68 million based on the calculation of financing

    amount RMB 1 billion. Guangdong fo-kai highway Co.,Ltd. had prepaid 40% of amount

    according to the agreement.On May 18, 2009, Guangdong fo-kai highway Co.,Ltd. and

    Guangfa securities company have signed 《The agreement of terminating < the

    arrangement agreement of specific asset management plan > and 》. The agreement requires Guangfa securities

    company to return the management fee for RMB 3.072 million prepaid by Guangdong

    fo-kai highway Co.,Ltd. This amount had been returned by July of 2009.

    3. The third provisional shareholders' general meeting of the Company in 2008 held on

    December 12, 2008 examined and adopted the Proposal Concerning the Company's Issue of

    RMB Corporate Bonds. The Company planned to issue corporate bonds with principal of not

    more than RMB 1.3 billion and a term of not more than 10 years. The shareholders' general

    meeting authorized the board of directors to handle the matters related to the issue of RMB

    corporate bonds. The fifth board of directors of the Company approved the Proposal Concerning

    Matters Related to Corporate Bond Issue Plan on March 30, 2009. The total amount of the

    principal of corporate bonds issued shall not exceed RMB 1.3 billion and the accumulative

    balance of bonds after issue shall not exceed 40% of the net assets for the latest period. The

    amount of bonds issued in the first period is RMB 650 million.

    The application for issuing corporate bonds with amount of not more than RMB 1.3 billion

    was conditionally approved by Issue Examination Committee of China Securities Regulatory

    Commission on April 15, 2009.

    The fifth provisional board meeting of the Company held on August 11, 2009 examined and

    adoted the Proposal Concerning the issuing scheme and the authorization of the Corporate

    Bonds.Details refers to Note“X、(3)”.

    4. On February 23, 2009, Guangdong Express Technology Investment Co., Ltd. and

    Guangzhou Branch of China Minsheng Bank Co., Ltd., as joint applicants, applied to Guangzhou

    Intermediate People's Court for bankruptcy liquidation of Guangzhou Putian Zhongzhi

    Technology Industrial Co., Ltd. for the reason of failure to settle due debts. On June 3, 2009, the

    court decided to accept the applicants' bankruptcy liquidation application and designated

    Guangdong Guangda Law Office as

    XII. .Supplement Information

    (1) Items of Non-recurring Gains & Losses

    Items Amount

    ( 1 ) Gain/loss form disposal of non-current assets and Provision for

    impairment of assets including the preparation of the write-off part .

    7,048,378.25

    (2)Tax refund, deduction and exemption that is

    examined and approved by authority exceeding or

    has no official approval document.

    (3)Governmental Subsidy accounted as current gain/loss, except for those

    subsidies at with amount or quantity fixed by the national government and133

    Items Amount

    closely related to the Company’s business operation.

    (4)Capital occupation fee collected from non-financial organizations and

    accounted as current gain/loss.

    (5)Gain/loss generated when the consolidation costs is less then the

    recognizable fair value attributable to the Company.

    (6)Non-monetary asset exchange gain/loss.

    (7)Gain/loss investment of Commission

    (8)Asset impairment provisions for force major such as natural disasters -4,386,536.35

    (9) Gain/loss from debt reorganization

    (10) Enterprise reorganization expenses, such as payment to stuff placement

    and consolidation expenses

    (11) Gain/loss from trades obviously departed from fair value

    (12) Net gain/loss of current term from consolidation of subsidiaries under

    common control from beginning of term to the consolidation date

    (13) Gain/loss from debt forcasting without connection to the main business

    operation

    (14)In addition to normal business with the company effective hedging

    related business, holders of tradable financial assets, transactions and financial

    liabilities arising from changes in fair value gains and losses, as well as the

    disposal of trading of financial assets, trading financial liabilities and

    available-for-sale financial assets gains return on investment;

    (15)Single impairment test for impairment of receivables transferred back to

    preparation

    (16)Commissioned external loans by the Gain/loss

    (17)The use of fair value measurement model of follow-up to the fair value

    of real estate investment gains and losses arising from changes

    ( 18 ) According to tax, accounting and other laws, regulations, the

    requirements of the current Gain/loss for a one-time adjustment of the impact

    of the current Gain/loss;

    (19)Entrusted with the operating of the trust to obtain fee income

    (20)Net amount of non-operating income and expense except the aforesaid

    items

    613,233.52

    (21)Other non-recurring Gains/loss items

    (22)Amount of influence of minority interests -233,145.30134

    Items Amount

    (23)Amount of influence of income tax -109,941.96

    Total 2,931,988.16

    (2)Return on net assets and earnings per share

    Return on net assets(%) Earnings per share(RMB)

    Profit of the report period

    Fully diluted

    Weighted

    average

    Fully diluted

    Weighted

    average

    Net profit attributable to the

    owners of Company.

    6.15% 6.11% 0.17 0.17

    Net profit attributable to the

    owners of Company after

    deducting of non-recurring

    gain/loss.

    6.06% 6.03% 0.17 0.17

    1.Calculation process

    The following data is calculated by these formula:

    (1)Fully diluted return on equity

    Fully diluted return on equity=P÷E

    Of which:P refers to Net profit attributable to common shareholder of the Company or net profit

    after deducting non-recurring gains and losses attributable to common shareholder of the Cmpany ;

    E refers to net assets at the period-end attributable to common shareholders of the company.

    When the Company prepared and disclosed the consolidated statement, “ Net profit attributable to

    common shareholder of the Company” excluded minority interest, : net profit after deducting

    non-recurring gains and losses attributable to common shareholder of the Company” would be

    calculated based on consolidated net profit after deducting minority interests; deducting

    non-recurring gain and loss of parent company(ther company should consider influence of income

    tax) and non-recurring gain and loss of each subsidiary (the company should consider influence of

    income tax) and non-recurring gain and loss of each subsidiary (the company shluld consider135

    influence of income tax); : net assets at the period-end attributable to common shareholders of the

    company” excluded minority interests.

    (2)Weighted average return on equity

    Weighted average return on equity=P/(E0+NP÷2+Ei×Mi÷M0-

    Ej×Mj÷M0±Ek×Mk÷M0)

    Of which:P REFERS TO Net profit attributable to common shareholder of the Company or

    netprofit after deducting non-recurring gains and losses attributable to common

    shareholder of the Company; NP refers to net profit attributable to common shareholders

    of the Company; EO refers to net assets at the period-begin attributable to common

    shareholders of the company; Ei refers to net assets increased due to issuance of new

    share ordebts for equity swap or attributable to common shareholders of the Company; Ej

    refers to net assets decreased due to repurchased or dividends in cash or attributable to

    common shareholders of the Company; Mo refers to the number of months during the

    report period; Mi refers to the number of months from the next month when net assets

    decreased to the end of the reort period; Ek refers to change of increase/decrease of net

    assets due to other transaction events; Mk refers to the number of months from the next

    month when other net assets changed the end of the report period.

    (3)Earnings per share-basis

    EPS=P÷S

    S=S0+S1+Si×Mi÷M0-Sj×Mj÷M0-Sk

    Of which:P refers to net profit attributable to shareholders holding ordinary shares or net

    profitattributable to shareholders holding ordinary shares after deducting non-recurring136

    gains and lossesl S weighted average number of ordinary shares issued out; S0 refers to

    total number of shares at the period-begin; S1 refers to the number of shares increased

    due to transferring capital reserve into share capital or dividend distribution of shares

    during the report period; Si referrs to the number of shares incueased due to issuance of

    new shares or debt for equity swap during the report period; Sj refers to the number of

    shares decreased due to stock repurchase during the report period; Sk refers to the

    number of split-share during the report period; M0 refers to the number of months during

    the report period; Mi refers to the number of months from the next monthe to the end of

    the report period for increase of sharesl Mj refers to the number of months from the next

    month to the end of the report period for decrease of shares.

    (4)Earnings per share-diluted

    EPS-diluted=[P+(Potential diluted interests of ordinary shares recognized as expense-

    Transfer fee)×(1-income tax rate)]/(S0+S1+Si×Mi÷M0-Sj×Mj÷M0-Sk+weighted average

    amount of ordinary shares increased due to warrant , share options, convertible bood.

    Of whichA:P refers to net profit attributable to shareholders holding ordinary shares or net profit

    attributable to shareholders holding ordinary shares after deducting non-recurring gains and

    losses; The Company shall consider all influence on potential diluted interests of ordinary shares

    when the company calculated diluted earnings per share, till to minimum diluted EPS .

    2.The ordinary shares which have no dilution in the current period but may have dilution in the

    future accounting period.

    No such cases exist in the company in the current period.

    3. From the balance sheet date to the report date of the approval of financial report, major changes

    in ordinary share and potential ordinary share number issued by the company

    No such cases exist in the company in the current period.

    XIII. The approval of financial reports137

    The report of the financial statements was approved by all directors of the board

    of directors of the Company on August 18,2009.

    The Board of Directors of Guangdong Provincial Expressway Development Co., Ltd.

    August 18,2009138139

    VIII. Documents Available for Inspection

    1. The interim report text with signatures of the president.

    2.The financial report text with the signatures and stamps of the unit principal ,the

    principal in charge of accounting , and the principal of the accounting Department .

    3. Text of all the documents that disclosed on the newspapers and websites designated

    in the Company Rule within the report period.

    4. Other relevant materials.

    The Board of Directors of Guangdong Provincial Development Co., Ltd.

    August 12,2009