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 toon 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