Guangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 1 Guangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 §I Important Statement 1.1 The Board of Directors , Supervisory Committee ,Directors , Supervisors, Senior Executives of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. 1.2 The financial report of the Company in this quarterly Report period has not been audited. 1.3 Chairman of board of directors Mr.Zhou Yuming, General Manager of the Company Mr. Li Xiyuan and Chief Accountant of the Company Mr.Xiao Laijiu State: we guarantee the authenticity and completeness of the Financial Report in this quarterly report. §2 Basic Information 2.1 Main accounting Highlights and financial indexes Unit: RMB At the period-end of this At the period-end of last year Increase /decrease(%) Total assets(RMB) 9,744,265,680.29 8,915,176,490.28 9.30% Owner’s equity attributable to the parent company(RMB) 3,729,474,564.53 3,598,233,573.62 3.65% Stock capital(Share ) 1,257,117,748.00 1,257,117,748.00 Net assets per share attributable to the parent company(RMB/share) 2.97 2.86 3.85% Amount of current period Amount of the same period in last year Increase /decrease(%) Total turnover(RMB) 248,455,737.91 234,100,719.58 6.13% Net profit attributable to owners of parent company(RMB) 130,269,260.90 107,130,225.28 21.60% Net cash flow arising from operating activities(RMB) 175,629,900.30 52,260,171.41 236.07% Net cash flow per share arising from operating activities(RMB/share) 0.14 0.04 250.00% Basic earnings per share(RMB/share) 0.10 0.09 11.11% Diluted earnings per share(RMB/share) 0.10 0.09 11.11% Weighted average return on equity(%) 3.56% 3.08% 0.48% Weighted average return on equity after deducting non-recurring gains and losses(%) 3.56% 3.08% 0.48%Guangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 2 Items of non-current gains and losses Year begin to end of report period Gains and losses from the disposal of non-current assets 14,593.50 Other non-operating income and expense other than above-mentioned 21,952.28 Total 36,545.78 Explanation on important items of extraordinary gains and losses: None 2.2 Top 10 shareholders and top 10 holders of unconditional shares Unit:Shares Total number of shareholders at the end of report period 108,860 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Full name of shareholder Amount of tradable shares with unrestricted conditions held at the end of report period 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 Chen Haoming 3,472,900 Foreign shares placed in domestic exchange Lu Weiqiang 2,888,848 Foreign shares placed in domestic exchange KGI ASIA LIMITED 2,700,917 Foreign shares placed in domestic exchange LSV EMERGING MARKETS EQUITY FUND,L.P. 2,686,000 Foreign shares placed in domestic exchange Liu Wanping 2,569,407 RMB common shares Hong Qingyi 1,876,215 Foreign shares placed in domestic exchange Neiteng Zhengquan Zhushihuishe 1,737,836 Foreign shares placed in domestic exchange §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason. √ Applicable □ Not applicable 1. The ending balance of monetary capital is RMB 623.93 million, which is composed of the following items: The balance of monetary capital at beginning of year is RMB 218.75 million. The net amount of cash flows from operating activities for the report period is RMB 175.63 million. The net amount of cash flows from investing activities is RMB -315.67 million. The net amount of cash flows from financing activities is RMB 545.22 million. 2.Accounts receivable increased by RMB 16.71 million and 140.71% over the beginning of the year because Guangfo Expressway Co., Ltd. and Fokai Expressway Co., Ltd. increased accounts receivable from United Electronic Collection Center. 3. Construction in progress increased by RMB 384 million and 27.65% over the beginning of the year mainly due to increase of construction in progress related to expansion project of Fokai Expressway by RMB 376.22 million.Guangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 3 4. Accounts payable increased by RMB 24.47 million and 15.39% over the beginning of the year due to (1) increase of accounts payable for the expansion project of Guangdong Fokai Expressway Co., Ltd.; (2) settlement of due payment for special project and cost of maintenance by Guangfo Expressway Co., Ltd. 5. Taxes and levies payable increased by RMB 16.89 million and 406.21% over the beginning of the year mainly because Guangdong Fokai Expressway Co., Ltd. made provision of RMB 20.29 million for income tax for the first quarter in the report period. 6. Interest payable increased by RMB 16.81 million and 101.73% over the beginning of the year mainly due to increase of interest payable caused by the parent company's issue of corporate bonds in September 2009. 7. Other payables increased by RMB 31.61 million and 19.16% over the beginning of the year mainly due to (1) increase of accounts payable of Guangfo Expressway Co., Ltd. by RMB 16.58 million, mainly the to-be-split networking toll incorporated into the liquidation account in the report period; (2) increase of accounts of payable of Guangdong Fokai Expressway Co., Ltd. by RMB 14.80 million, including to-be-split networking toll of RMB 8.8920 million incorporated into liquidation account in the report period. 8. Long-term loan increased by RMB 570 million and 20.21% over the beginning of the year due to increase of long-term loans of Guangdong Fokai Expressway Co., Ltd. 9. Operating income increased by RMB 14.36 million and 6.13% year on year due to increase of vehicle traffic volume caused by economic recovery, completion of Guangfo Expansion Project and opening of Jiujiang Bridge to traffic. 10. Operating cost increased by RMB 34.64 million and 56.06% year on year mainly due to increase of depreciation expenses. 11. Business tax and surtax increased by RMB 1.10 million and 14.59% year on year mainly due to increase of toll income. 12. Financial expenses increased by RMB 4.08 million and 11.03% year on year mainly due to the parent company's new issue of corporate bonds in 2009 and increase of principal of bank loans. 13. Investment income increased by RMB 37.80 million and 65.35% year on year mainly because the income from investment Guangdong Guanghui Expressway Co., Ltd., Jingzhu Expressway Guangzhu Section Co., Ltd. Guangdong Maozhan Expressway Co., Ltd. , Guangdong Jiangzhong Expressway Co., Ltd. and Zhaoqing Yuezhao Highway Co., Ltd. accounted for on equity basis respectively increased by RMB 17.20 million, RMB 8.22 million, RMB 6.48 million, RMB 2.06 million and RMB 2.05 million. 14. Income tax expenses decreased by RMB 6.55 million and 22.06% year on year mainly because the total amount of profit earned by Guangfo Expressway Co., Ltd. and Guangdong Fokai Expressway Co., Ltd. in the report period decreased by year on year. 15. Net profit for the owners of the parent company increased by RMB 23.14 million and 21.60% year on year due to the combined influence of the above factors. 3.2 The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. □Applicable √Not applicable 3.3 Implementations of commitments by the Company, shareholders and actual controller √ Applicable □ Not applicable Items of commitments Promisee Content of commitments Implementation Promise in share holding structure reform None None None Commitment of Share conditional subscription None None None Commitments made in Acquisition Report or Reports on Change in interests None None None Commitments made in Material assets Reorganization None None None Commitments made in issuing None None None Other commitments(Including: supplementary commitments) Guangdong Communication Group Co.,Ltd. as a controlling shareholder of the Company and Xinyue Company Limited as its person acting in concert. 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 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.Guangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 4 Shenzhen Stock Exchange on December 11, 2008, and 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. The plan of increase in purchasing shares was complete on December 10, 2009. 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason. □applicable √ not applicable 3.5 Other significant events need to be explained 3.5.1 Securities investment □applicable √ not applicable 3.5.2 Reception of investigations, communications ,or interviews company held in the report period. In the report period, the company did not accept investigations, communications ,or interviews . 3.5.3 Explanation of other significant events √ Applicable □ Not applicable 1. The Company neither provided funds to the controlling shareholder or its related parties nor provided guarantee in violation of stipulated procedure. 3.6 Derivative Investment □applicable √ not applicable 3.6.1 Particulars about derivatives investment held at the end of report period □applicable √ not applicable §4 Appendix 4.1 Balance sheet Prepared by:Guangdong Provincial Expressway Development Co.,Ltd. March 31,2010 Unit:RMB Year-end balance Year-beginning balance Items Consolidated Parent company Consolidated Parent companyGuangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 5 Current asset: Monetary fund 623,927,524.67 374,978,501.60 218,754,995.03 113,474,208.24 Settlement provision Outgoing call loan Trading financial assets Bill receivable Account receivable 28,581,571.52 11,873,742.02 Prepayments 292,852,790.55 292,435,314.87 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 371,700.00 371,700.00 531,000.00 Dividend receivable Other account receivable 30,097,521.77 4,657,738.30 31,395,116.40 3,397,319.61 Repurchasing of financial assets Inventories 223,346.07 220,142.91 Non-current asset due in 1 year Other current asset 200,000,000.00 400,000,000.00 Total of current assets 976,054,454.58 580,007,939.90 554,679,311.23 517,402,527.85 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 2,911,443,018.79 4,026,176,588.31 2,813,284,533.76 3,928,018,103.28 Property investment 6,369,136.35 6,101,273.28 6,508,675.44 6,217,326.63 Fixed assets 4,002,839,803.67 4,520,399.54 4,075,251,730.31 4,333,177.25 Construction in progress 1,772,955,954.29 1,388,953,103.98 Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 64,462,093.12 66,342,785.41 R & D petrol Goodwill Long-germ expenses to be amortized 141,219.49 156,350.15 Differed income tax asset 10,000,000.00 10,000,000.00Guangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 6 Other non-current asset Total of non-current assets 8,768,211,225.71 4,036,798,261.13 8,360,497,179.05 3,938,568,607.16 Total of assets 9,744,265,680.29 4,616,806,201.03 8,915,176,490.28 4,455,971,135.01 Current liabilities Short-term loans 674,000,000.00 100,000,000.00 654,000,000.00 100,000,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 183,492,287.60 159,018,048.20 Advance payment 7,389,743.45 7,456,276.76 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 3,234,259.73 1,305,219.98 4,765,766.41 3,744,813.81 Tax payable 21,053,708.61 350,192.57 4,159,074.15 335,875.55 Interest payable 33,333,965.41 21,533,333.33 16,523,915.41 11,373,158.33 Dividend payable 13,192,689.78 13,192,689.78 13,205,176.58 13,205,176.58 Other account payable 196,613,034.67 2,644,006.63 165,005,234.22 2,586,897.36 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year 150,000,000.00 150,000,000.00 Other current liability 154,300,363.78 79,010,228.67 Total of current liability 1,282,309,689.25 293,325,806.07 1,174,133,491.73 210,256,150.30 Non-current liabilities: Long-term loan 3,390,874,803.54 2,820,874,803.54 Bond payable 789,902,518.71 789,902,518.71 789,376,380.58 789,376,380.58 Long-term payable 2,022,210.11 2,022,210.11 2,022,210.11 2,022,210.11 Special payable Expected liabilities Differed income tax liability 115,168,841.52 115,352,612.14 Other non-current liabilities Total of non-current liabilities 4,297,968,373.88 791,924,728.82 3,727,626,006.37 791,398,590.69 Total of liability 5,580,278,063.13 1,085,250,534.89 4,901,759,498.10 1,001,654,740.99Guangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 7 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 130,342,184.11 130,342,184.11 130,342,184.11 130,342,184.11 Common risk provision Undistributed profit 807,107,776.10 609,188,877.71 675,866,785.19 531,949,605.59 Different of foreign currency translation Total of owner’s equity belong to the parent company 3,729,474,564.53 3,531,555,666.14 3,598,233,573.62 3,454,316,394.02 Minor shareholders’ equity 434,513,052.63 415,183,418.56 Total of owners’ equity 4,163,987,617.16 3,531,555,666.14 4,013,416,992.18 3,454,316,394.02 Total of liabilities and owners’ equity 9,744,265,680.29 4,616,806,201.03 8,915,176,490.28 4,455,971,135.01 4.2 Profit statement Prepared by:Guangdong Provincial Expressway Development Co.,Ltd. January-March 2010 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I. Total operating income 248,455,737.91 4,712,370.00 234,100,719.58 1,800.00 Including:Operating income 248,455,737.91 4,712,370.00 234,100,719.58 1,800.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 171,711,807.31 23,114,354.12 132,940,627.26 15,618,977.77 Including:Operating cost 96,443,521.37 116,053.35 61,798,551.04 Interest expense Commission chare and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 8,653,041.42 235,618.50 7,551,441.45 90.00 Sales expenses Administration expenses 25,499,730.06 11,149,261.74 26,560,517.26 14,156,180.03 Financial expenses 41,115,514.46 11,613,420.53 37,030,117.51 1,462,707.74 Losses of devaluation of assets Add :Changing income of fair valueGuangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 8 Investment income 95,641,256.24 95,641,256.24 57,840,295.54 185,804,727.26 Including:Investment income on affiliate company and joint venture 95,641,256.24 95,641,256.24 57,840,295.54 58,143,048.33 Exchange income III. Operating profit 172,385,186.84 77,239,272.12 159,000,387.86 170,187,549.49 Add :Non-operating income 407,726.01 336,057.43 10,288.00 Less:Non-operating expense 48,616.41 58,409.70 Including :Disposal loss of non-current assets 38,472.18 IV. Total profit 172,744,296.44 77,239,272.12 159,278,035.59 170,197,837.49 Less:Income tax 23,145,401.46 29,696,194.13 V. Net profit 149,598,894.98 77,239,272.12 129,581,841.46 170,197,837.49 Net profit attributable to owner’s equity of parent company 130,269,260.90 77,239,272.12 107,130,225.28 170,197,837.49 Minority shareholders’ gains and losses 19,329,634.08 22,451,616.18 VI. Earnings per share (i)Basic earnings per share 0.10 0.06 0.09 0.14 (ii)Diluted earnings per share 0.10 0.06 0.09 0.14 VII. Other comprehensive income VIII. Total comprehensive income 149,598,894.98 77,239,272.12 129,581,841.46 170,197,837.49 Total comprehensive income attributable to the owner of the parent company 130,269,260.90 77,239,272.12 107,130,225.28 170,197,837.49 Total comprehensive income attributable minority shareholders 19,329,634.08 22,451,616.18 4.3 Cash flow statement Prepared by:Guangdong Provincial Expressway Development Co.,Ltd. January-March 2010 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I.Cash flows from operating activities Cash received from sales of goods or rending of services 232,214,613.93 206,906,070.81 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 against original insurance contract Net cash received from reinsurance business Net increase of clientGuangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 9 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 250,570,709.33 171,051,168.03 19,240,300.68 236,272,687.80 Sub-total of cash inflow 482,785,323.26 171,051,168.03 226,146,371.49 236,272,687.80 Cash paid for purchasing of merchandise and services 21,526,230.36 15,260,597.22 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 30,252,299.93 9,852,356.27 28,560,542.65 8,487,619.11 Taxes paid 15,799,784.93 78,794.24 7,321,841.99 16,445.90 Other cash paid for business activities 239,577,107.74 95,424,996.51 122,743,218.22 130,403,925.61 Sub-total of cash outflow from business activities 307,155,422.96 105,356,147.02 173,886,200.08 138,907,990.62 Cash flow generated by business operation, net 175,629,900.30 65,695,021.01 52,260,171.41 97,364,697.18 II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains 42,482,771.21 42,482,771.21 14,970,025.14 14,970,025.14 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 600.00 Net cash received from disposal of subsidiaries orGuangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 10 other operational units Other investment-related cash received 200,000,000.00 Sub-total of cash inflow due to investment activities 42,482,771.21 242,482,771.21 14,970,625.14 14,970,025.14 Cash paid for construction of fixed assets, intangible assets and other long-term assets 313,062,584.26 468,415.00 255,838,894.44 299,000.00 Cash paid as investment 45,092,000.00 45,092,000.00 34,500,000.00 34,500,000.00 Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 358,154,584.26 45,560,415.00 290,338,894.44 34,799,000.00 Net cash flow generated by investment -315,671,813.05 196,922,356.21 -275,368,269.30 -19,828,974.86 III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans 770,000,000.00 602,950,000.00 Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities 770,000,000.00 602,950,000.00 Cash to repay debts 180,000,000.00 150,000,000.00 Cash paid as dividend, profit, or interests 44,784,948.32 1,112,474.57 36,497,173.40 161,040.45 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 224,784,948.32 1,112,474.57 186,497,173.40 161,040.45 Net cash flow generated by financing 545,215,051.68 -1,112,474.57 416,452,826.60 -161,040.45 IV. Influence of exchange rate alternation on cash and -609.29 -609.29 83.69 83.69Guangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2010 11 cash equivalents V.Net increase of cash and cash equivalents 405,172,529.64 261,504,293.36 193,344,812.40 77,374,765.56 Add: balance of cash and cash equivalents at the beginning of term 218,754,995.03 113,474,208.24 350,765,725.76 41,195,556.89 VI ..Balance of cash and cash equivalents at the end of term 623,927,524.67 374,978,501.60 544,110,538.16 118,570,322.45 4.4 Auditor’ report Auditor’s opinions: Not audited