广东省高速公路发展股份有限公司 Guangdong Provincial Expressway Development Co.Ltd. Semi-Annual Report 2010 (Full Text) Stock Abbreviation: Guangdong Expressway A, Guangdong Expressway B Stock code: 000429, 200429 Chairman of board of directors:Zhou Yuming August 2010Important 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.Basic Information of the Company 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) Designated newspapers for information disclosure: Securities Times,China Secuties,Shanghai Secuties Daily and Hongkong Commercial Daily. Web address for Publication of semi-annual Report 2010 (appointed by the China Securities Regulatory Commission): www.cninfo.com.cn Address for Reference of the Semi-annual report 2010: Securities affair Dept of the Company (VI) Stock exchange for listing: Shenzhen Stock Exchange Stock abbreviation:Guangdong Expressway A, Guangdong ExpresswayBBasic Information of the Company 2 Stock code:000429、200429 (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,GuangzhouHighlights of financial data and indicators 3 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 9,960,028,276.12 8,915,176,490.28 11.72% Owners’ equity attributable to shareholders of the listed company 3,710,177,448.48 3,598,233,573.62 3.11% 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) 2.95 2.86 3.15% Report period (January-June) Same period last year Increase /Decrease (%) Total operating income 501,059,949.79 471,816,749.75 6.20% Operating profit 301,783,513.71 300,241,306.83 0.51% Total profit 313,151,772.82 300,783,848.17 4.11% Net profit attributable to shareholders of the listed company 237,803,790.41 215,914,671.27 10.14% Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses 215,914,671.27 212,985,533.11 8.63% Basic earnings per share(RMB/share) 0.19 0.17 11.76% Diluted earnings per share(RMB/share) 0.19 0.17 11.76% Return on equity(%) 6.41% 6.00% 0.41% Net cash flow arising from operating activities 328,942,405.14 207,537,355.80 58.50% Net cash flow per share arising from operating activities (RMB/share) 0.26 0.17 52.94% (II) Non-recurring gain or loss items and related amount Unit :RMB Items of non-recurring gains and losses Amount Notes (if applicable Gain/loss form disposal of non-current assets 10,114,620.23 Net amount of non-operating income and expense 1,253,638.88Highlights of financial data and indicators 4 except the aforesaid items Amount of influence of income tax. -2,812,782.34 Amount of influence of Minor shareholders’ equity -2,113,268.68 Total 6,442,208.09 -Change of Share Capital and Shareholding of Principal Shareholders 5 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 allotment Bonus shares Capitalizati on of common reserve fund Other Subtotal Quantity Proportion I. Share with conditional subscription 444,091,390 35.33% -1,843,920 -1,843,920 442,247,470 35.18% 1.State-owned shares 409,246,518 32.55% 456,200 456,200 409,702,718 32.59% 2.Staee-owned legal person shares 23,468,541 1.87% -435,314 -435,314 23,033,227 1.83% 3.Other domestic shares 11,173,716 0.89% -1,861,048 -1,861,048 9,312,668 0.74% Of which: Domestic Non-state –owned legal person shares 9,390,193 0.75% -1,488,990 -1,488,990 7,901,203 0.63% Domestic natural person shares 1,783,523 0.14% -372,058 -372,058 1,411,465 0.11% 4.Share held by foreign investors Of which: Foreign legal person shares Foreign natural person shares 5 .Executive shares 202,615 0.02% -3,758 -3,758 198,857 0.02% II. Shares with unconditional subscription 813,026,358 64.67% 1,843,920 1,843,920 814,870,278 64.82%Change of Share Capital and Shareholding of Principal Shareholders 6 1.Common shares in RMB 464,276,358 36.93% 1,843,920 1,843,920 466,120,278 37.08% 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% 1. In the report period, 39 shareholders repaid 456,200 shares to Guangdong Communication Group Co., Ltd. as consideration. 435,314 state legal person shares and 20,886 domestic natural person shares were converted into state shares, were still the shares with limited sale conditions. 2.In the report period, 835,754 domestic legal person shares subject to sale restriction and 1,004,408 domestic natural person shares subject to sale restriction were listed for trading and converted into shares not subject to sale restriction on March 16, 2010. After judicial confirmation, 653,236 domestic legal person shares were converted into domestic natural person shares, which were still subject to sale restriction. 3.In the report period, Mr. Xiao Laijiu, director and deputy general manager of the Company sold 3,758 "senior executive shares". 2.There are 106,641 shareholders as ended June 30, 2010, of which 69,039 are A share shareholders, 37,602 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:Shares Total of shareholders 106,641 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 legal person 40.81% 513,082,460 409,702,718 103,379,742 Guangdong Expressway Co., Ltd State-owned legal person 1.56% 19,582,228 19,582,228 Xinyue Co., Ltd. Overseas legal person 1.05% 13,201,086 Guangdong Yuecai Trust State-owned 0.97% 12,174,345Change of Share Capital and Shareholding of Principal Shareholders 7 Investment CO., Ltd legal person Chen Haoming Domestic natural person 0.28% 3,472,900 Lu Weiqiang Domestic natural person 0.23% 2,888,848 LSV EMERGING MARKETS EQUITY FUND,L.P. Overseas legal person 0.21% 2,686,000 KGI ASIA LIMITED Overseas legal person 0.21% 2,623,017 Chen Shukai Overseas Natural person 0.21% 2,611,400 Liu Wanping Domestic natural person 0.20% 2,569,407 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 Chen Haoming 3,472,900 Foreign shares placed in domestic exchange Lu Weiqiang 2,888,848 Foreign shares placed in domestic exchange LSV EMERGING MARKETS EQUITY FUND,L.P. 2,686,000 Foreign shares placed in domestic exchange KGI ASIA LIMITED 2,623,017 Foreign shares placed in domestic exchange Chen Shukai 2,611,400 Foreign shares placed in domestic exchange Liu Wanping 2,569,407 RMB Common shares Hu Airong 2,528,085 RMB Common shares 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.Particulars about the Directors,Supervisors and Senior Executives 8 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 15,032 0 3,758 11,274 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 The company neither employed nor dismiss of directors, supervisors and executives in the report period.Report of the Board of Directors 9 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 2010, 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 2010(million vehicles) Increase /Decrease(%) Toll income from Jan to Jun 2010 (RMB Million yuan) Increase/Decrease(%) Guangfo Expressway 15.61 7.38% 136.95 3.18% Fokai Expressway 13.52 -10.88% 337.02 1.64% Jiujiang Bridge 3.09 777.96% 20.15 634.17% Huiyan Expressway 14.13 9.64% 156.08 7.75% Maozhan Expressway 4.92 13.77% 211.61 15.78% Jingzhu Expressway Guangzhu Section 17.31 18.67% 570.14 17.28% Guangzhao Expressway 6.28 23.67% 123.06 30.35% Guanghui Expressway 12.25 27.87% 749.5 17.45% Jiangzhong Expressway 10.33 20.01% 145.68 21.27% Kangda Expressway 0.27 37.67% 14.91 31.22% With the further improvement of domestic and international economy, the vehicle traffic volume and toll income of many expressways increased sharply except that of Guangfo Expressway and Fokai Expressway increased by small margin respectively due to shunting of roads in the neighborhood and expansion project. On May 24, 2010, Jiujiang Bridge Branch of Guangdong Fokai Expressway Co., Ltd. signedReport of the Board of Directors 10 Compensation Agreement with International Insurance Dept. of Guangdong Branch of PICC Property and Casualty Co., Ltd. Both parties reached agreement on insurance indemnity scheme through consultation. After full payment of RMB 111.75 million, the liability of the insurer for compensation in respect of this insurance accident will be cancelled according to law. According to the provisions of Accounting Standards for Business Enterprises and relevant clauses of the insurance contract, Jiujiang Bridge Branch of Guangdong Fokai Expressway Co., Ltd. wrote off the net asset value of Jiujiang Bridge with compensation of RMB 97.3250 million for reconstruction project and accounted for the compensation of RMB 14.4250 million for expenses on disposal of debris as non-operating income for current period. (II) Year-on-year increase/decrease of operating income, operating profit and net profit Unit:RMB January-June 2010 January-June 2009 Year-on-year increase/decr ease Operating income 501,059,949.79 471,816,749.75 6.20% Operating cost 241,612,200.11 167,659,678.25 44.11% Operating profit 301,783,513.71 300,113,928.29 0.56% Investment income 190,006,307.13 132,758,229.87 43.12% Net profit attributable to shareholders of the listed company 237,803,790.41 215,914,671.27 10.14% Reasons for increasing of Operating income:Jiujiang Bridge was open to traffic after completion of repair in June 2009 and Guangfo Expressway was open to traffic after completion of expansion at the end of 2009. As a result, toll income increased. Reasons for increasing of Operating cost:Jiujiang Bridge was open to traffic after completion of repair in June 2009 and Guangfo Expressway was open to traffic after completion of expansion at the end of 2009. The original value of expressway assets and vehicle traffic volume increased so that the provision for depreciation made on basis of vehicle traffic volume increased. Reasons for increasing of Investment income:The net profits of the joint venture companies and affiliated companies increased so that the Company's investment income accounted for on equity basis increased. Reasons for increasing of Net profit attributable to shareholders of the listed company: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. TheReport of the Board of Directors 11 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 501,059,949.79, coming form the toll collection on expressways and very large bridges. The Status of key business in terms of industry of business and product: 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 (%) Highway transportation 49,482.27 23,658.45 52.19% 6.01% 43.83% -12.57% Other 252.93 265.88 -5.12% 137.75% 53.44% 57.76% The status of key business in terms of product business Toll income 49,461.91 23,755.32 51.97% 5.97% 44.42% -12.79% Other 273.28 169.00 38.16% 156.89% -2.47% 101.04% The status of key business in terms of areas Unit:RMB’0000 Area Income from key business Increase/decrease of income (%) Guangdong 497,35.19 6.31% (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% of 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 engineeringReport of the Board of Directors 12 consultation. The net profit of this company for Jan - June 2010 was RMB 79.9813 million. The Long-term equity investment income obtained by the Company under Equity method was RMB25.9496 million. 2. 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 2010 was RMB350.4405 million. The Long-term equity investment income obtained by the Company under Equity method was RMB66.2218 million. 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 2010 was RMB 299.8084 million. The Long-term equity investment income obtained by the Company under Equity method was RMB 89.9425 million. (VII) Problems and difficulties occurred in operation Difficulties confronted by the Company: According to the Regulations on Toll Highway, the toll term of a for-profit highway shall be determined according to the principle of investment recovery and reasonable return and the longest term shall not exceed 25 years. The longest toll term of a state-determined for-profit highway in mid-west provinces, autonomous regions and municipalities directly under central government shall not exceed 30 years. The Company will face certain operation pressure after the expiry of the toll-based project operation period. The countermeasures of the Company mainly include: The Company should make reasonable and unified planning for the toll expressway projects that have been put into operation, those that are under construction and those to be invested in so as to make the toll terms of the projects orderly connect and keep its own ability of continuous operation. 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 1. The Company signed the Contract for Share Capital Increase of Ganzhou Gankang Expressway Co., Ltd. with Ganzhou Expressway Co., Ltd. in December 2007. The Company is expected to invest RMB289.3002 million in 30% equity of Ganzhou Gankang Expressway Co., Ltd. for constructing Ganzhou-Dayu expressway (from Maodian to Sanyi section) and Ganzhou highway bridge. On January 11, 2008, the first provisional shareholders' general meeting of the Company in 2008 examined and adopted the resolution concerning this investment. The procedure of industrialReport of the Board of Directors 13 and commercial registration of shareholder change of Ganzhou Gankang Expressway Co., Ltd. was completed on April 16, 2008. In the report period, The Company invested RMB 45 million to Gankang company , As of June 30, 2010, The Company had accumulated increased capital RMB 210 million in total. 2. The Company held the 15th meeting of the fifth board of directors on September 10, 2009 to review and approve the Motion of Investing in 30% Equity of Guangzhou-Lechang Expressway Project. The board of directors consented to invest RMB2,561.914 million in 30% equity of Guangzhou-Lechang highway project. Total investment and capital invested by shareholders shall be the final accounts approved by the competent government authority. The board of directors authorized the management team of the Company to negotiate about and modify the contracts and articles related to the project, and deal with other matters that are not mentioned herein. The board of directors authorized the chairman to sign the related contracts. The Company held the second extraordinary general meeting of shareholders on September 28, 2009 to review and approve the preceding motion and its contents. The Company invested RMB 309.9975 million to Guangle company ,As of June 30, 2010, The company has invested accumulated RMB 339.9975 million. III. Operation performance Targets for operating income and operating cost in 2010 were RMB940.1269 million and RMB554.6234 million respectively quoted in the 2009 annual report. As of June 30, 2010, operating income of the Company was RMB501.0599 million, which accounts for 53.30% of the target; operating cost of the Company is RMB241.6122 million, which accounts for 43.563% of the target.Important events 14 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, 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. II. Particulars and execution of profit distribution and capitalizing of common reserves for the previous fiscal year According to the resolution passed at the annual shareholders’ general meeting 2009, The Company's dividend distribution plan for 2009: With the existing total share capital, i.e., 1,257,117,748 shares, as the base, cash dividend of RMB 1.00 (including tax) is to be distributed for every 10 shares,that is : 1. Cash dividend of RMB 0.9 is to be actually paid for every 10 shares to individual shareholders of A shares, investment funds and qualified foreign institutional investors. 2. For the shareholders holding B shares that are non-resident enterprises, cash equivalent to RMB 0.9 will actually be paid for every 10 shares after tax deduction. For the shareholders holding B shares that are not non-resident enterprises, income tax shall not be withheld. Cash dividend of RMB 125,711,774.80is to be distributed, The undistributed profit was carried forward to the The Company had implemented this distribution plan on July 20,2010. III. In the report period, What the Company was involved in significant lawsuit, arbitrationsImportant events 15 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 by 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) Guangdong Expressway technology Investment Co., Ltd. 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 madeImportant events 16 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 September 16, 2009, The case came to trial. In April 2010, the court decided in the first instance that the Defendant Wang Jianji should pay the principal of entrusted loan, i.e., RMB 8 million, and interest incurred to Guangdong High-tech. The Defendant Wang Jianji lodged an appeal against the Judgment of First Instance. The hearings for the second instance of this case was held in Beijing First Intermediate People's Court on July 15, 2010. So far, no judgment has been made for the trial of second instance. (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 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. 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. (4)In November of 2009, Southeast Asia Maofa Co., Ltd. claimed an administrative proceedings against Development of Foreign Trade and Economic Cooperation of Guangdong Province for rescinding the Approval for Capital Investment of Guangdong Maozhan Expressway Co., Ltd. [No. (2008) 425] made by Development of Foreign Trade and Economic Cooperation of Guangdong Province to People’s Court of Tianhe District of Guangzhou. The Court notified the Company as a third party who will be affected by the result of the case of attending the proceedings. The case came to trial on January 18, 2010. On April 15, 2010, Guangzhou Tianhe District People's Court made (2010) Tian Fa Xing Chu Zi No.9 administration judgment and rejected the Plaintiff's claim. The Plaintiff refused to accept the judgment for the first instance and instituted an appeal. On July 5, 2010, Guangzhou Intermediate People's Court conducted court inquiry.Important events 17 IV. The equity of other listed companies and financial enterprises held by the Company Unit:RMB Name of subjects held Initial investment amount Number held The proportion to the equity of the company Book value at period end Loss and gain in the reporting period Changes of owner’s equity in the reporting period Accounting calculation subjects Origin of equity China Everbright Bank Co., Ltd. 528,000,000.00 240,000,000 0.72% 528,000,000.00 0.00 0.00 Long-term equity investment Subscript ion in 2009 Huaxia Securities Co., Ltd. 5,400,000.00 5,400,000 0.27% 0.00 0.00 0.00 Long-term equity investment Sharehol der investme nt Huazheng Assets Manageme nt Co., Ltd. 1,620,000.00 1,620,000 0.54% 226,800.00 0.00 0.00 Long-term equity investment Dividen d Investm ent Kunlun Securities Co., Ltd. 30,000,000.00 30,000,000 5.74% 0.00 0.00 0.00 Long-term equity investment Purchas ed Total 565,020,000.00 277,020,000 - 528,226,800.00 0.00 0.00 - - 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 In the report period, The Company has no Significant Related transactions. The 3rd meeting of the sixth board of directors of the Company was held on April 22,2010, The meeting examined and adopted the Proposal for Borrowing Entrusted Loan from Guangdong Guanghui Expressway Co., Ltd. ,The Company was approved to apply to Guanghui Company for an entrusted loan. The amount of loan is RMB One Hundred and Five Million Only (RMB 105,000,000.00) and the term of loan is half a year. The interest rate of loan is the loan rate quoted by People's Bank of China in the same period at 10% discount. The principal and interest of loan will be repaid in lump sum on the maturity day. After expiration of the loan, the Company may renew the entrusted loan contract with Guanghui Company with loan term and loan interest rate remaining unchanged. As of June 30, 2010, The Company has not borrowed the above-mentionedImportant events 18 entrusted loan from Guangdong Guanghui Expressway Co., Ltd. (2) In the report period, the Company were not involved in related transactions concerning assets acquisition and disposal. (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. 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, 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. Status of fulfillment: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 inImportant events 19 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 punished 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. The registration form of acceptance of investigation, communication and interview in the report period for future reference Date Place Mode Visitor Content of discussion and materials provided April 8,2010 The Company Onsite investigation Analyst of Guotai Junan Securities, Senior-Analyst of China Southern Fund Management 1.The vehicle traffic volume and toll income of the expressways held or partly held by the Company in 2010. 2. Main operation scope andImportant events 20 Co., Ltd., Analyst of Franklin Templeton Sealand Fund Management Co., Ltd. operation Status in 2010. 3. The difficulties confronted by the Company and countermeasures. 4. The Company's investment. 5. The implementation status of the Company's business plan. 6. Developmental strategy of the company April 21,2010 The Company Onsite investigation Hachiman Capital Singapore Fund Manager 1.The vehicle traffic volume and toll income of the expressways held or partly held by the Company in 2010. 2. Main operation scope and operation Status in 2010. 3. The difficulties confronted by the Company and countermeasures. 4. The Company's investment. 5. The implementation status of the Company's business plan. 6. Developmental strategy of the companyFinancial Report 21 VII Financial Report(Uncensored) I. Financial statement 1.Balance Sheet Prepared by: Guangdong Provincial Expressway Development Co., Ltd. June 30,2010 Unit: RMB Year-end balance Year-beginning balance Items Consolidated Parent Company. Consolidated Parent Company. Current asset: Monetary fund 597,399,737.09 224,012,998.01 218,754,995.03 113,474,208.24 Settlement provision Outgoing call loan Trading financial assets Bill receivable Account receivable 25,668,410.95 11,873,742.02 Prepayments 364,331,582.77 292,435,314.87 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 132,750.00 531,000.00 Dividend receivable 69,459,045.51 89,121,531.88 Other account receivable 31,525,797.17 4,103,477.58 31,395,116.40 3,397,319.61 Repurchasing of financial assets Inventories 275,951.76 220,142.91 Non-current asset due in 1 year Other current asset 100,000,000.00 400,000,000.00 Total of current assets 1,088,660,525.25 417,370,757.47 554,679,311.23 517,402,527.85 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 3,086,652,060.79 4,202,305,630.31 2,813,284,533.76 3,928,018,103.28Financial Report 22 Year-end balance Year-beginning balance Items Consolidated Parent Company. Consolidated Parent Company. investment Property investment 6,240,294.63 5,985,219.93 6,508,675.44 6,217,326.63 Fixed assets 3,824,298,700.93 5,076,950.38 4,075,251,730.31 4,333,177.25 Construction in progress 1,881,469,204.85 1,388,953,103.98 Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 62,581,400.83 66,342,785.41 R & D petrol Goodwill Long-germ expenses to be amortized 126,088.84 156,350.15 Differed income tax asset 10,000,000.00 10,000,000.00 Other non-current asset Total of non-current assets 8,871,367,750.87 4,213,367,800.62 8,360,497,179.05 3,938,568,607.16 Total of assets 9,960,028,276.12 4,630,738,558.09 8,915,176,490.28 4,455,971,135.01 Current liabilities Short-term loans 500,000,000.00 100,000,000.00 654,000,000.00 100,000,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 183,443,464.74 550,000.00 159,018,048.20 Advance payment 7,054,071.62 7,456,276.76 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 2,154,928.28 161,624.36 4,765,766.41 3,744,813.81 Tax payable 22,647,492.26 195,008.15 4,159,074.15 335,875.55 Interest Payable 37,371,133.91 31,733,333.33 16,523,915.41 11,373,158.33 Dividend Payable 144,958,039.81 138,403,877.68 13,205,176.58 13,205,176.58 Other account payable 173,789,637.34 2,617,578.55 165,005,234.22 2,586,897.36 Reinsurance fee payable Insurance contract provisionFinancial Report 23 Year-end balance Year-beginning balance Items Consolidated Parent Company. Consolidated Parent Company. Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year 159,000,000.00 150,000,000.00 Other current liability 53,950,987.42 79,010,228.67 Total of current liability 1,230,418,767.96 327,612,409.49 1,174,133,491.73 210,256,150.30 Non-current liabilities: Long-term loan 3,675,964,803.54 2,820,874,803.54 Bond payable 790,435,836.91 790,435,836.91 789,376,380.58 789,376,380.58 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 116,588,405.59 115,352,612.14 Other non-current liabilities Total of non-current liabilities 4,585,011,256.15 792,458,047.02 3,727,626,006.37 791,398,590.69 Total of liability 5,815,430,024.11 1,120,070,456.51 4,901,759,498.10 1,001,654,740.99 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 1,534,758,715.57 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 787,958,800.80 588,301,313.15 675,866,785.19 531,949,605.59 Different of foreign currency translation Total of owner’s equity belong to the parent company 3,710,177,448.48 3,510,668,101.58 3,598,233,573.62 3,454,316,394.02 Minor shareholders’ equity 434,420,803.53 415,183,418.56 Total of owners’ equity 4,144,598,252.01 3,510,668,101.58 4,013,416,992.18 3,454,316,394.02 Total of liabilities and owners’ equity 9,960,028,276.12 4,630,738,558.09 8,915,176,490.28 4,455,971,135.01Financial Report 24 2.Profit statement Prepared by: Guangdong Provincial Expressway Development Co., Ltd. January-June 2010 Unit:RMB Current term Same period last year Items Consolidated Parent Company Consolidated Parent Company I. Total business income 501,059,949.79 6,015,720.00 471,816,749.75 3,600.00 Incl:Business income 501,059,949.79 471,816,749.75 Interest income Insurance fee earned Fee and commission received II.Total business cost 389,282,743.21 44,248,588.33 304,333,672.79 25,272,882.70 Incl:Business cost 241,612,200.11 232,106.70 167,659,678.25 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 17,664,837.45 306,200.15 15,533,972.20 180.00 Sales expense Administrative expense 47,100,615.59 20,286,182.17 47,896,913.39 23,962,124.27 Financial expenses 82,905,090.06 23,424,099.31 68,856,572.60 1,310,578.43 Asset impairment loss 4,386,536.35 Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) 190,006,307.13 220,193,605.69 132,758,229.87 253,606,591.16 Incl: investment gains from affiliates 190,006,307.13 190,006,307.13 125,642,159.44 125,944,912.23 Gains from currency exchange(“-”for loss) III. Operational profit(“-”for loss) 301,783,513.71 181,960,737.36 300,241,306.83 228,337,308.46 Add:Non-business income 15,990,763.99 266,710.70 1,019,915.03 34,525.00 Less:Non business expenses 4,622,504.88 163,965.70 477,373.69 Incl:Loss from disposal of non-current assets 4,310,379.77 70,692.18 IV.Gross profit(“-”for loss) 313,151,772.82 182,063,482.36 300,783,848.17 228,371,833.46Financial Report 25 Current term Same period last year Items Consolidated Parent Company Consolidated Parent Company Less:Income tax expenses 45,276,305.33 46,465,237.48 V. Net profit(“-”for net loss) 267,875,467.49 182,063,482.36 254,318,610.69 228,371,833.46 Net profit attributable to the owners of parent company 237,803,790.41 182,063,482.36 215,914,671.27 228,371,833.46 Minor shareholders’ equity 30,071,677.08 38,403,939.42 VI. Earnings per share: (I)Basic earnings per share 0.19 0.14 0.17 0.18 (II)Diluted earnings per share 0.19 0.14 0.17 0.18 VII. Other comprehensive income VIII. Total comprehensive income 267,875,467.49 182,063,482.36 254,318,610.69 228,371,833.46 Total comprehensive income attributable to the owner of the parent company 237,803,790.41 182,063,482.36 215,914,671.27 228,371,833.46 Total comprehensive income attributable minority shareholders 30,071,677.08 38,403,939.42Financial Report 26 3.Cash flow statement Prepared by: Guangdong Provincial Expressway Development Co., Ltd. January-June 2010 Unit:RMB Current term Same period last year Item Consolidated Parent Company Consolidated Parent Company I. Net cash flow from business operation Cash received from sales of products and providing of services 481,910,013.25 456,566,626.51 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 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 477,063,376.90 424,663,023.39 19,592,585.12 468,173,266.49 Sub-total of cash inflow 958,973,390.15 424,663,023.39 476,159,211.63 468,173,266.49 Cash paid for purchasing of merchandise and services 33,777,904.47 32,476,288.73 Net increase of client trade and advance Net increase of savings n central bank and brotherFinancial Report 27 Current term Same period last year Item Consolidated Parent Company Consolidated Parent Company 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 54,057,871.21 14,559,140.80 48,317,351.22 10,982,692.41 Taxes paid 44,794,920.28 338,241.53 57,480,998.53 26,049.52 Other cash paid for business activities 497,400,289.05 458,664,729.00 130,347,217.35 410,069,752.55 Sub-total of cash outflow from business activities 630,030,985.01 473,562,111.33 268,621,855.83 421,078,494.48 Cash flow generated by business operation, net 328,942,405.14 -48,899,087.94 207,537,355.80 47,094,772.01 II.Cash flow generated by investing Cash received from investment retrieving 797,000.00 Cash received as investment gains 202,177,234.59 212,702,046.78 163,117,251.43 193,265,607.66 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 477,817.00 305,800.00 1,200.00 Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 306,409,170.00 Sub-total of cash inflow due to investment activities 202,655,051.59 519,417,016.78 163,915,451.43 193,265,607.66 Cash paid for construction of fixed assets, intangible assets and other long-term assets 395,583,707.51 1,278,945.00 446,610,971.81 419,320.00 Cash paid as investment 355,917,500.00 355,917,500.00 34,500,000.00 34,500,000.00 Net increase of loan against pledge Net cash received fromFinancial Report 28 Current term Same period last year Item Consolidated Parent Company Consolidated Parent Company subsidiaries and other operational units Other cash paid for investment activities 2,528.44 Sub-total of cash outflow due to investment activities 751,501,207.51 357,196,445.00 481,113,500.25 34,919,320.00 Net cash flow generated by investment -548,846,155.92 162,220,571.78 -317,198,048.82 158,346,287.66 III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans 1,378,210,000.00 802,340,000.00 Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities 1,378,210,000.00 802,340,000.00 Cash to repay debts 668,120,000.00 300,000,000.00 Cash paid as dividend, profit, or interests 111,537,594.78 2,778,781.69 121,084,051.88 7,004,588.15 Incl: Dividend and profit paid by subsidiaries to minor shareholders 3,508,270.73 Other cash paid for financing activities Sub-total of cash outflow due to financing activities 779,657,594.78 2,778,781.69 421,084,051.88 7,004,588.15 Net cash flow generated by financing 598,552,405.22 -2,778,781.69 381,255,948.12 -7,004,588.15 IV.Influence of exchange rate alternation on cash and cash equivalents -3,912.38 -3,912.38 -217.14 -217.14 V.Net increase of cash and cash equivalents 378,644,742.06 110,538,789.77 271,595,037.96 198,436,254.38 Add: balance of cash and cash equivalents at the 218,754,995.03 113,474,208.24 350,765,725.76 41,195,556.89Financial Report 29 Current term Same period last year Item Consolidated Parent Company Consolidated Parent Company beginning of term VI. Balance of cash and cash equivalents at the end of term 597,399,737.09 224,012,998.01 622,360,763.72 239,631,811.27Financial Report 30 4. Consolidated Statement of Change in Owners’ Equity Prepared by: Guangdong Provincial Expressway Development Co., Ltd. June 30,2010 Unit:RMB Amount of the Current term Owner’s equity Attributable to the Parent Company Items Share Capital Capital reserves Less: Shares in stock Specia l reserv e Surplus reserves Com mon risk provis ions Attributable profit Other Minor shareholders’ equity Total of owners’ equity I.Balance at the end of last year 1,257,117,748.00 1,534,906,856.32 130,342,184.11 675,866,785.19 415,183,418.56 4,013,416,992.18 Add: Change of accounting policy Correcting of previous errors Other II.Balance at the beginning of current year 1,257,117,748.00 1,534,906,856.32 130,342,184.11 675,866,785.19 415,183,418.56 4,013,416,992.18 III.Changed in the current year -148,140.75 112,092,015.61 19,237,384.97 131,181,259.83 (I) Net profit 237,803,790.41 30,071,677.08 267,875,467.49 (II)Other misc.income Total of (I) and (II) 237,803,790.41 30,071,677.08 267,875,467.49 (III) Investment or decreasing of capital by -148,140.75 -771,859.25 -920,000.00Financial Report 31 Amount of the Current term Owner’s equity Attributable to the Parent Company Items Share Capital Capital reserves Less: Shares in stock Specia l reserv e Surplus reserves Com mon risk provis ions Attributable profit Other Minor shareholders’ equity Total of owners’ equity owners 1. Capital inputted by owners 2.Amount of shares paid and accounted as owners’ equity 3. Other -148,140.75 -771,859.25 -920,000.00 (IV)Profit allotment -125,711,774.80 -10,062,432.86 -135,774,207.66 1.Providing of surplus reserves 2.Providing of common risk provisions 3.Allotment to the owners (or shareholders) -125,711,774.80 -10,062,432.86 -135,774,207.66 4.Other (V) Internal transferring of owners’ equity 1. Capitalizing of capital reserves (or to capitalFinancial Report 32 Amount of the Current term Owner’s equity Attributable to the Parent Company Items Share Capital Capital reserves Less: Shares in stock Specia l reserv e Surplus reserves Com mon risk provis ions Attributable profit Other Minor shareholders’ equity Total of owners’ equity shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term IV. Balance at the end of this term 1,257,117,748.00 1,534,758,715.57 130,342,184.11 787,958,800.80 434,420,803.53 4,144,598,252.01Financial Report 33 Consolidated Statement of Change in Owners’ Equity(Cont’d) Prepared by: Guangdong Provincial Expressway Development Co., Ltd. June 30,2010 Unit:RMB Amount of the previous term Owner’s equity Attributable to the Parent Company Items Share Capital Capital reserves Less: Shares in stock Specia l reserv e Surplus reserves Com mon risk provis ions Attributable profit Other Minor shareholders’ equity Total of owners’ equity I.Balance at the end of last year 1,257,117,74 8.00 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 -12,809.96 -35,837,284.34 -12,170,856.62 -48,020,950.92 Other II.Balance at the beginning of current year 1,257,117,74 8.00 1,534,906,856.32 43,839,264.52 452,838,246.31 441,821,620.34 3,730,523,735.49 III.Changed in the current year 90,202,896.47 -4,149,953.56 86,052,942.91 (I) Net profit 215,914,671.27 38,403,939.42 254,318,610.69 (II)Other misc.income Total of (I) and (II) 215,914,671.27 38,403,939.42 254,318,610.69 (III) Investment orFinancial Report 34 Amount of the previous term Owner’s equity Attributable to the Parent Company Items Share Capital Capital reserves Less: Shares in stock Specia l reserv e Surplus reserves Com mon risk provis ions Attributable profit Other Minor shareholders’ equity Total of owners’ equity decreasing of capital by owners 1. Capital inputted by owners 2.Amount of shares paid and accounted as owners’ equity 3. Other (IV)Profit allotment -125,711,774.80 -42,553,892.98 -168,265,667.78 1.Providing of surplus reserves 2.Providing of common risk provisions 3.Allotment to the owners (or shareholders) -125,711,774.80 -42,553,892.98 -168,265,667.78 4.Other (V) Internal transferring of owners’ equity 1. Capitalizing ofFinancial Report 35 Amount of the previous term Owner’s equity Attributable to the Parent Company Items Share Capital Capital reserves Less: Shares in stock Specia l reserv e Surplus reserves Com mon risk provis ions Attributable profit Other Minor shareholders’ equity Total of owners’ equity capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term IV. Balance at the end of this term 1,257,117,74 8.00 1,534,906,856.32 43,839,264.52 543,041,142.78 437,671,666.78 3,816,576,678.40Financial Report 36 5. Parent Company Statement on Change in Owners’ Equity Prepared by: Guangdong Provincial Expressway Development Co., Ltd. June 30,2010 Unit:RMB Amount of the Current term Items Share Capital Capital reserves Less: Shares in stock Special reserve Surplus reserves Commo n risk provisio ns Attributable profit Total of owners’ equity I.Balance at the end of last year 1,257,117,748.00 1,534,906,856.32 130,342,184.11 531,949,605.59 3,454,316,394.02 Add: Change of accounting policy Correcting of previous errors Other II.Balance at the beginning of current year 1,257,117,748.00 1,534,906,856.32 130,342,184.11 531,949,605.59 3,454,316,394.02 III.Changed in the current year 56,351,707.56 56,351,707.56 (I) Net profit 182,063,482.36 182,063,482.36 (II)Other misc.income Total of (I) and (II) 182,063,482.36 182,063,482.36 (III) Investment or decreasing of capital by ownersFinancial Report 37 Amount of the Current term Items Share Capital Capital reserves Less: Shares in stock Special reserve Surplus reserves Commo n risk provisio ns Attributable profit Total of owners’ equity 1. Capital inputted 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 (or shareholders) -125,711,774.80 -125,711,774.80 4.Other (V) Internal transferring of owners’ equity 1. Capitalizing of capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or toFinancial Report 38 Amount of the Current term Items Share Capital Capital reserves Less: Shares in stock Special reserve Surplus reserves Commo n risk provisio ns Attributable profit Total of owners’ equity capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term IV. Balance at the end of this term 1,257,117,748.00 1,534,906,856.32 130,342,184.11 588,301,313.15 3,510,668,101.58Financial Report 39 Parent Company Statement on Change in Owners’ Equity(Cont’d) Prepared by: Guangdong Provincial Expressway Development Co., Ltd. June 30,2010 Unit:RMB cont.d Amount of the previous term Items Share Capital Capital reserves Less: Shares in stock Special reserve Surplus reserves Commo n risk provisio ns 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)Other misc.incomeFinancial Report 40 Amount of the previous term Items Share Capital Capital reserves Less: Shares in stock Special reserve Surplus reserves Commo n risk provisio ns Attributable profit Total of owners’ equity Total of (I) and (II) 228,371,833.46 228,371,833.46 (III) Investment or decreasing of capital by owners 1. Capital inputted 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 (or shareholders) -125,711,774.80 -125,711,774.80 4.Other (V) Internal transferring of owners’ equity 1. Capitalizing ofFinancial Report 41 Amount of the previous term Items Share Capital Capital reserves Less: Shares in stock Special reserve Surplus reserves Commo n risk provisio ns Attributable profit Total of owners’ equity capital reserves (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3.Making up losses by surplus reserves. 4. Other (VI) Special reserves 1. Provided this year 2.Used this term IV. Balance at the end of this term 1,257,117,748.00 1,534,906,856.32 91,921,501.73 414,535,297.62 3,298,481,403.6742 Notes to the Financial Statements(January- June 2010) (Referring to notes to consolidated financial statements unless separately stated. Currency: RMB) I. Company Profi le 1.The Company was es tablished in February 1993, which was or iginally named as Guangdong Fokai Expres sway Co., Ltd On June 30, 1993, it was renamed as Guangdong Provincial Expressway Development Co. , Ltd. after reorganizat ion pursuant to the approval of the Off ice of Joint Examinat ion Group of Experimental Units of Share Holding Sys tem wi th YLSB (1993)No. 68 document . The share capi tal st ructure after reorganizat ion is as fol lows: 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 RMB 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 f or 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 the 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 all43 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.As of June 30, 2010, the quantity of the shares subject to sale restriction held by senior executives is 198,857. 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 Secur it ies Regulatory Commiss ion by document Zheng-J ian-Gong-Si -Zi [2003]No.3, the 45,000,000 non-negot iable 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, 2010,Registration capital :RMB1,257,117,748,Legal reprwsentative:Zhou Yuming,Registration place:No.85, Baiyun Road, Guangzhou, Headquarters Office: No.85, Baiyun Road, Guangzhou.,The company has set up: Investment Development Dept, Security Affairs Department, Financial Management Dept, Base construction Dept, Audit and Supervise Dept, Affairs Dept, Personnel Department , Party Work Dept and Law affairs Dept etc. 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 engaged in automobile transport and warehousing supporting its business. 15.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 Kangda Expressway , Ganzhou Gankang Expressway Co., Ltd., China Everbright Bank, Guangzhou Guangle Expressway Co., Ltd. Huaxia Securities Co., Ltd and Huazheng Asset Management Co., Ltd. 16. Guangdong Communication Group Co., Ltd. is the largest shareholder of the Company. legal representative: Zhu Xiaoling. Date of establishment: June 23, 2000. As of June 30, 2010,Registered capital: RMB 26.8 billion. It is a solely state-owned limited company. Business scope:equity management, organization of asset reorganization and optimized allocation, raising funds by means including mortgage, transfer of property rights and joint stock system transformation, project investment, operation and management, traffic infrastructure construction, highway and railway project operation and relevant industries, technological development, application, consultation and services, highway and railway passenger and cargo transport, ship44 industry, relevant overseas businesses. II. Principal accounting policies, accounting estimates and early errors (1)Basis for Preparing the Financial Statements The company prepares the financial statements on the basis of a continuous operation, the actual transactions, “Accounting Standards for Enterprises – Basic Standards”, other accounting standards & related regulations. (2). 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. (3)Fiscal Year The Company adopts the Gregorian calendar year commencing on January 1 and ending on December 31 as the fiscal year. (4)Standard currency for bookkeeping The Company takes RMB as the standard currency for bookkeeping. (5)Accountings for Business Combinations under the Same Control & Business Combinations not under the Same Control 1.Business Combinations under the Same Control The assets and liabilities that the company obtains in a business combination shall be measured on the basis of their carrying amount in the combined party on the combining date. As for the balance between the carrying amount of the net assets obtained by the combining party & the carrying amount of the consideration paid by it (or the total par value of the shares issued), the additional paid-in capital shall be adjusted. If the additional paid-in capital is not sufficient to be offset, the retained earnings shall be adjusted. The direct costs for the business combination of the company, including the expenses for audit, assessment and legal services, shall be recorded into the profits & losses at the current period. The handling fees, commissions & other expenses for the issuance of equity securities for the business combination shall be credited against the surplus of equity securities; if the surplus is not sufficient, the retained earnings shall be offset. Where the accounting policies adopted by the combined parties are different from those adopted by the company, the company shall adjust them on the combining date according to the accounting policy it adopts, and shall, pursuant to the Accounting Standards for Enterprises, recognize them on the basis of such adjustments.45 2. Business Combinations not under the Same Control The assets paid as the consideration for the business combination & the liabilities assumed on the acquisition date shall be measured in accordance with the fair value. The difference between the fair value & its carrying amount shall be recorded into the profits & losses at the current period. The company will distribute the combination costs on the acquisition date. The company shall recognize the positive balance between the combination costs & the fair value of the identifiable net assets it obtains from the acquiree as Goodwill while it shall record the negative balance between the combination costs & the fair value of the identifiable net assets it obtains from the acquiree into the profits & losses of the current period. As for the assets other than intangible assets acquired from the acquiree in a business combination (not limited to the assets which have been recognized by the acquiree), if the economic benefits brought by them are likely to flow into the enterprise and their fair values can be measured reliably, they shall be separately recognized and measured in light of their fair values. As for any intangible asset acquired in a combination, if its fair value can be measured reliably, it shall be separately recognized as an intangible asset and shall measured in light of its fair value. As for the liabilities other than contingent liabilities acquired from the acquiree, if the performances of the relevant obligations are likely to result in any out-flow of economic benefits from the enterprise, and their fair values can be measured reliably, they shall be separately recognized and measured in light of their fair values. As for the contingent liabilities of the acquiree obtained in a combination, if their fair values can be measured reliably, they shall be separately recognized as liabilities and shall be measured in light of their fair values. (6)Methods for Preparing the Consolidated Financial Statements The scope of the consolidated financial statements will be recognized on the basis of controlling. All the subsidiaries will be included into the consolidated financial statements. The accounting policies & accounting periods adopted by all the subsidiaries that have been included into the scope of the consolidated financial statements should be consistent with those adopted by the company. If the accounting policies & accounting periods adopted by the subsidiaries are different from those adopted by the company, the company shall make necessary adjustments according to the accounting policies & accounting periods it adopts when preparing the consolidated financial statements. After adjusting the long-term equity investments on its subsidiaries according to the equity method, the company shall prepare the consolidated financial statements based on the financial statements of the company & its subsidiaries, and other related documents. The influences of the internal transactions between the company & its subsidiaries, and its subsidiaries themselves on the consolidated balance sheet, consolidated profit statement, consolidated cash flow statement & consolidated statement of changes in owner’s equity will be counteracted at the preparation of the consolidated financial statements. If the current losses of a subsidiary’s minority shareholders exceed their ownership interests gained at the beginning of the subsidiary, and there are no articles or agreements declaring that the46 minority shareholders should be obligated to bear all of these, the exceeded part shall be offset against the ownership interests of the company. If there are articles or agreements declaring that the minority shareholders should bear all of these, the exceeded part shall be offset against the interests of the minority shareholders. In the report period, If the subsidiary is added through the business combination under the same control, the beginning balance of the consolidated balance sheet shall be adjusted. The incomes, expenses & profits of the subsidiary incurred from the beginning of the current period to the end of the reporting period shall be included into the consolidated profit statement. The cash flow from the beginning of the current period to the end of the reporting period shall be included into the consolidated cash flow statement. In the report period, If the subsidiary is added through the business combination not under the same control, the beginning balance of the consolidated balance sheet shall not be adjusted. The incomes, expenses & profits of the subsidiary incurred from the acquisition date to the end of the reporting period shall be included into the consolidated profit statement. The cash flow from the acquisition date to the end of the reporting period shall be included into the consolidated cash flow statement. In the report period, If the company disposes its subsidiary, the incomes, expenses & profits incurred from the beginning of the subsidiary to the disposal date shall be included into the consolidated profit statement. The cash flow from the beginning of the subsidiary to the disposal date shall be included into the consolidated cash flow statement. (7) Recognition Standard of Cash & Cash Equivalents The company recognizes its cash in vault & the deposits that are ready for payment at any time as cash when preparing the cash flow statement.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. (8)Foreign Currency Transaction The foreign currency transaction uses the spot rate at the time of the transaction as the exchange rate to convert the currency into CNY for keeping account. The balances of the foreign currency monetary items shall be converted according to the spot rate on the balance sheet date. Except that the exchange balances on the foreign currency borrowings for expenses on the assets eligible for capitalization shall be dealt according to the principle of loan expense capitalization, all the other exchange balances shall be included into the profits & losses at the current period. The foreign currency non-monetary items measured in historical costs shall still be converted according to the spot rate at the time of the transaction. Their account standard money amounts shall not be changed. The foreign currency non-monetary items measured in fair values shall be converted according to the spot rate on the recognition date of the fair values. The exchange balances incurred accordingly shall be recorded into the profits & losses at the current period or the additional paid-in capital. (9)Financial tools47 1. Categories of financial Tools 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 tools (1) Financial assets and liabilities measured at fair value and their variations are recognized as current gain/loss 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 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 accounts48 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. 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 of 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.49 4.the conditions to stopping the financial liabilities The obligation of financial liabilities are already cancelled which should be stopped confirming the financial liability or the part of it. Our company could stop confirming the currently financial liability and begin to confirm the newly financial liability if the loaner made an agreement that they would assume the new way of financial liability which replace the current one, and make sure the newly financial liability is totally different from the old one in contract with our company. Stop admitting the financial liability or a part of it, and at mean time we could admit the newly financial liability which is in new insertions of contract as the newly financial liability if the current financial liability has been revised. Stop admitting the balance of value of financial liability and consideration (Including the roll-out of non-cash assets or financial liabilities) which could be consider as current profits and losses. Stop and continue admitting a part of value, and distribute the value of financial liability, if our company repurchased the part of financial liability. And the balance of value of which distributed to the part of stopping admitting and paid (Including the roll-out of non-cash assets or financial liabilities) which could be consider as current profits and losses. 5.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). 6. 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. (10)Accounts Receivable 1. Recognition Standard and Counting & Drawing Method of Bad Debt Reserves for the Accounts Receivable Whose Single Amount Is Significant Recognition standard of the accounts receivable whose single amount is significant: the accounts receivable whose single amount is over RMB 1 million & accounts for over 10% of the accounts receivable amount. Counting & drawing method of bad debt reserves for the accounts receivable whose single amount is significant: Conduct the devalue test separately. Set up the bad debt reserve according to the50 shortfall of the present value of expected future cash flows against its carrying amount and record it into the profits & losses at the current period. 2. Recognition Basis and Counting & Drawing Method of Bad Debt Reserves for the Accounts Receivable Whose Single Amount Is not Significant but Whose Portfolio Risk Is Significant after Being Grouped by Credit Risk Features Recognition basis of credit risk feature portfolio: the accounts receivable under 5 years of age which are not significant without any business connections any more. Counting & drawing method according to credit risk feature portfolio: Conduct the devalue test separately. Set up the bad debt reserve according to the shortfall of the present value of expected future cash flows against its carrying amount and record it into the profits & losses at the current period. 3. Counting & Drawing Method of Bad Debt Reserves for the Other Accounts Receivable besides Those Whose Single Amount Is Significant & Those Whose Single Amount Is not Significant but Whose Portfolio Risk Is Significant after Being Grouped by Credit Risk Features The company adopts the account receivable aging analysis method for the bad debt reserves for the other accounts receivable besides those whose single amount is significant & those whose single amount is not significant but whose portfolio risk is significant after being grouped by credit risk features. Based on the actual loss ratio of the anterior-periods receivable accounts with similar credit risks, with combination of actual situations, the company recognizes the following proportions of bad debt reserves: Age Resere proportion for accounts receivable (%) Reserve Proportion for other receivables(%) Within 1 year(Including 1 year) 0 0 1-2 years 10 10 2-3 years 30 30 3-4 years 50 50 4-5 years 90 90 Over 5 years 100 10051 The counting & drawing of bad debt reserves shall be based on the ending balance of the accounts receivable after the deduction of the incomings & outgoings between the subsidiaries within the scope of consolidated report forms. (11)Investories 1.Investories class The company’s stocks can be classified as: raw materials, inventory goods, low-value consumables & other materials, etc. 2. Valuation method of inventory issued The company calculates the prices of its inventories according to the weighted averages method or the first-in first-out method. 3. Recognition Basis of Inventories’ Net Realizable Values and Counting & Drawing Method of Obsolete Inventory Reserves After taking stock at the end of the period, the company sets up or adjusts the obsolete inventory reserves according to the lower of the two indexes – the inventory costs or the inventories’ net realizable values. In normal production & management, the net realizable values of the merchandise inventories including finished goods, inventory goods, etc. which are directly for sale shall be recognized by deducting the estimated selling expenses & relevant taxes from the estimated selling price of the inventories. In normal production & management, the net realizable values of the material inventories which need to be processed shall be recognized by deducting the estimated processing costs, the estimated selling expenses & relevant taxes from the estimated selling price of the finished goods which have been made of the materials. The net realizable values of the inventories for carrying out sales contracts or service contracts shall be calculated based on the contract prices. If the inventory number is greater than the ordering amount of the sales contract, the net values of the extra inventories shall be calculated based on the common selling prices. 4. Inventory System Adopts the Perpetual Inventory System 5. Amortizing Method for Low-Value Consumables The low-value consumables shall be based on the one-off amortization method. (12) Long-term equity investment 1. Initial measurement (1)Long-term equity investment formed by Consolidation For Consolidation 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 consolidation.52 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 Consolidation are included in the gain/loss account of the current term. Business combination not under the same control: The combination costs shall be the fair values, on the acquisition date, of the assets paid, the liabilities incurred or assumed and the equity securities issued by the acquirer in exchange for the control on the acquiree & all relevant direct costs incurred for the business combination. For a business combination realized by two or more transactions of exchange, the combination costs shall be the summation of the costs of all separate transactions. Where any future event that is likely to affect the combination costs is stipulated in the combination contract or agreement, if it is likely to occur and its effects on the combination costs can be measured reliably, the amount shall also be recorded into the combination costs. (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. 2. Follow-up Measurements & Recognitions of Profits or Losses (1)Follow-up measurement 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 long-term equity investment that has joint control or significant influences over the invested entity shall be measured by employing the equity method. If the initial cost is more than the investing enterprise' attributable share of the fair value of the invested entity's identifiable net assets for the investment, the initial cost of the long-term equity investment may not be adjusted. If the initial cost is less than the investing enterprise' attributable share of the fair value of the53 invested entity's identifiable net assets for the investment, the difference shall be recorded into the profits & losses at the current period. 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)Recognition of Profits or Losses Employing the cost method, besides acquiring the actual payment for investing or the dividends / profits which have already been declared but not distributed yet, the company shall recognize its current investment income by enjoying the dividends / profits declared to be distributed by the invested entity. The investment income Recognition 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. (3) Recognition Basis for the Joint Control & the Significant Influence over the Invested Entity The control over an economic activity in accordance with the contracts and agreements, which does not exist unless the investing parties of the economic activity with one an assent on sharing the control power over the relevant important financial & operating decisions, shall be recognized as the joint control together with other parties over the invested entity. The power to participate in making decisions on the financial & operating policies of a company, but not to control or to do joint control together with other parties over the formulation of these policies shall be recognized as the significant influence of the investing party on the invested entity. (4) Test Method for Impairment and Counting & Drawing Method for Impairment Reserves As to a long-term equity investment with no significant influence, if there is no offer in the active market for it and its fair value cannot be reliably measured, its impairment loss shall be recognized according to the difference between its carrying amount & the current value recognized by discounting the future cash flow according to the current market return similar to the financial asset.54 Besides the business reputation formed by the business combination, where the measurement results of the removable amounts show that the receivable amount of any other long-term equity investment is lower than its carrying value, the difference shall be recognized as the impairment loss. No matter whether there is any sign of possible assets impairment, the business reputation formed by the business combination shall be subject to impairment test every year. Once any loss of the long-term equity investment impairment is recognized, it shall not be switched back any more. (13)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. (14)Investment Real Estates The term "investment real estates" refers to the real estates held for generating rent and / or capital appreciation, including the right to use any land which has already been rented, the right to use any land which is held and prepared for transfer after appreciation & the right to use any building which has already been rented. The company shall make a measurement to the investment real estate through the cost pattern. The company shall adopt the same depreciation policy as its fixed assets for the investment real estates measured by the cost pattern – buildings for renting & the same amortization policy as its intangible assets for the right to use any land for renting. Where any evidence shows that there is possible impairment, the recoverable amount of the fixed assets shall be estimated. Where the recoverable amount is lower than its carrying value, the corresponding impairment loss shall be recognized. Once any loss of the investment real estate impairment is recognized, it shall not be switched back any more. (15)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 assets55 Fixed assets are categorized as: Guangfo Expressway, Fokai Expressway, Jiujiang Bridge, house and building, Macnineryand equipment, vehicles, electronic and other equipment. 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. The company adopts the straight line method for the depreciation of fixed assets except highways & bridges, and recognizes the depreciation rate according to the fixed asset group, expected useful life & the expected net salvage value rate. 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% 3. Test Method for Fixed Asset Impairment and Counting & Drawing Method for Fixed Asset Impairment Reserves The company shall, at the end of each period, make a judgment on whether there is any sign of possible fixed assets impairment. Where any evidence shows that there is possible fixed assets impairment, the recoverable amount56 of the fixed assets shall be estimated. The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of the fixed assets minus the disposal expenses & the current value of the expected future cash flow of the fixed assets. Where a fixed asset's recoverable amount is lower than its carrying value, the carrying value of the fixed asset shall be recorded down to the recoverable amount, and the reduced amount shall be recognized as the loss of the fixed asset impairment and be recorded into the profits & losses at the current period. Simultaneously, the fixed asset impairment reserve shall be made accordingly. After the loss of the fixed asset impairment has been recognized, the depreciation expense of the impaired fixed asset shall be adjusted accordingly in the future period so as to amortize the post-adjustment carrying value of the fixed asset systematically (deducting the expected net salvage value) within the residual service life of the fixed asset. Once any loss of the fixed asset impairment is recognized, it shall not be switched back in the future accounting periods. Where there is any evidence indicating a possible impairment of a fixed asset, the company shall, on the basis of a single fixed asset, estimate the recoverable amount. Where it is difficult to do so, it shall determine the recoverable amount of the group fixed assets on the basis of the fixed asset group to which the fixed asset belongs. (16)Calculation of Construction-in-process 1. Calculation of Construction-in-process The constructions in process are classified & accounted according to the established projects. 2. Standard & Time Point for Carrying Constructions in Process Forward to Fixed Assets All the expenditures that bring the construction in process to the expected condition for use shall be the credit value of the fixed asset. If the fixed asset construction in process has already reached the expected condition for use, but hasn’t been made the final account; it shall be carried forward to a fixed asset according to its estimated value based on the budget, cost or actual cost of the construction starting from the date when it reaches the expected condition for use, and the fixed asset shall be depreciated according to the company’s depreciation policy for fixed assets. After the final account has been made, the original provisional estimated value shall be adjusted according to the actual cost, but the depreciation which has originally been counted & drawn shall not be adjusted. .3 Test Method for Construction-in-Process Impairment and Counting & Drawing Method for Construction-in-Process Impairment Reserves The company shall, at the end of each period, make a judgment on whether there is any sign of possible constructions-in-process impairment. Where any evidence shows that there is possible constructions-in-process impairment, the recoverable amount of the constructions-in-process shall be estimated. The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of the constructions-in-process minus the disposal expenses & the current value of the expected future57 cash flow of the constructions-in-process. Where a construction-in-process's recoverable amount is lower than its carrying value, the carrying value of the construction-in-process shall be recorded down to the recoverable amount, and the reduced amount shall be recognized as the loss of the construction-in-process impairment and be recorded into the profits & losses at the current period. Simultaneously, the construction-in-process impairment reserve shall be made accordingly. Once any loss of the construction-in-process impairment is recognized, it shall not be switched back in the future accounting periods. Where there is any evidence indicating a possible impairment of a construction-in-process, the company shall, on the basis of a single construction-in-process, estimate the recoverable amount. Where it is difficult to do so, it shall determine the recoverable amount of the group constructions-in-process on the basis of the construction-in-process group to which the construction-in-process belongs. (17)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 sale 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. 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. 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. Where each part of a asset under acquisition and construction or production is completed separately and is ready for use or sale during the continuing construction of other parts, but it can not be used or sold until the asset is entirely completed, the capitalization of the borrowing costs shall be ceased when the asset is completed entirely. .3 Capitalization Suspension Period58 Where the acquisition and construction or production of a qualified asset is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended. If the interruption is a necessary step for making the qualified asset under acquisition and construction or production ready for the intended use or sale, the capitalization of the borrowing costs shall continue. The borrowing costs incurred during such period shall be recorded into the profits & losses at the current period, till the acquisition and construction or production of the asset restarts. 4. 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. (18)Intangible assets 1. The valuation methods of intangible assets (1)The initial measurement is conducted according to the actual cost when the intangible assets are acquired The cost of the purchased intangible assets includes its buying price,relevant tax and the othe expenses that are directly attributed to this assets meeting its predetermined objective and other expenses that occur.The buying price of intangible assets is over the deferred payment under normal credit conditions,which has the nature of financing materially,the cost of intangible assets is determined on the basis of the present value of its buying price. We acquire the mortgaged intangible assets from debtors through debt restructuring and determine the entry value on the basis of the fair value of the intangible assets,we have the balance between the book value of debt restructuring and the fair value of intangible assets used for mortagage charged to the current profit and loss. The entry value of the non-monetary assets exchanged into by the non-monetary assets are determined on the basis of the fair value of the assets exchanged out if the exchange of non-monetary assets has commercial nature and the assets exchanged into or out can be reliably measured,unless there is authentic evidence indicating that the fair value of assets exchanged into are more reliable;if the non-monetary assets that cannot meet the above prerequisite use the book value of the assets exchanged out and relevant taxes payable as the cost of the non-monetary assets, the profit and loss is not confirmed. The entry value of the intangible assets acquired by the absorption merger under the control of one company is determined by the book value of the merged party;the entry value of the intangible assets acquired by the absorption merger that is not under the control of one company is determined by the fair value. The cost of the intangible assets developed internally includes the materials consumed in developing the assets,cost of service,registration fees,othe patent used in developing,amortization59 of concession and interest charges meeting the capitalization conditions and othe direct costs that occur before the intangible assets meeting the predetermined objective. (2)Subsequent measurement The Company analyses and makes judgment of its serviceable life when acquiring the intangible assets. The intangible assets that have limited serviceable life are amortized by the straight-line method during the period when the assets can bring about economic interests;The intangible assets are deemed as uncertain serviceable life and are not amortized if it is impossible to expect the period when the assets could bring about economic interests. 2. Provision for the depreciation of value of the intangible assets The intangible assets that have certain serviceable life are conducted at the ending with the test of depreciation of value if the assets indicate obviously that those are depreciating For conducting a test of depreciation of value of the intangible assets,it needs to estimate the recoverable amount of the assets.The recoverable amount is determined by the higher between the net amount obtained through the fair value of intangible assets minus settlement chanrges and the present value of the future cash flow expected by the intangible assets. When the recoverable amount of intangible assets is below their book value,the book value of intangible assets is written down to the recoverable amount and the amount written down is confirmed as the loss of depreciation of value of intangible assets and is charged to the current profit and loss,while the corresponding provision for the depreciation of value of intangible assets is made. The depletion of the depreciation of value of intangible assets or the amortization charge in the future period will be adjusted accordingly after confirmation of the loss of the depreciation of value of intangible assets so that it can systematically allocate the book value of intangible assets adjusted in the residual serviceable life of intangible assets(deduction of anticipated net value). Upon confirmation of the loss of the depreciation of value of intangible assets,the loss will not be reversed in the subsequent accounting period any longer. The Company estimates its recoverable amount on the basis of the single intangible assets if there is indication that possible loss of depreciation of one item of intangible assets.The Company uses intangible assets belonging to the capital group as a basis to confirm the recoverable amount of intangible assets. (19)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. (20)Bond payable60 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. (21)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 the 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. (22)Government subsidies 1.Type analyse Government subsidies mean that the Company free of charge acquires the monetary assets and the non-monetary assets.Government subsidies can be classified into capital-related government subsidies and earnings-related one. 2.The methods of accounting treatment The purchasing of the fixed assets,intangible assets and other long-term assets related to government subsidies are confirmed as deferred revenue, the revenue is in installments charged to the nonoperating earnings in accordance with the serviceable life of assets built or purchased. The earning-related government subsidies that are used to compensate the relevant expenses or loss are confirmed as deferred earnings when the subsidies are acquired, the deferred earnings are charged to the current nonoperating earnings;When the subsidies are used to compensate the relevant expenses or loss that occurred,the subsidies are directly charged to the current nonoperating earnings. (23)Deferred income tax assets and deferred income tax liabilities61 1. 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. 2.The confirmation basis of deferred income tax liabilities The Company confirms the temporary differences of the taxable that is not paid in the current and prior periods as the deferred income tax liabilities.However,the goodwill,the transactions formed from non-business merger and those will affect either accounting profit or the temporary differences of the taxable income when the transactions occur are not included in the deferred income tax liabilities. (24)Changing of main accounting policies, accounting estimations 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. (25)Correcting of accounting errors in the prior period According to the notice from the Financial Supervisors in the Office of Guangdong province (hereinafter referred to as the Supervisor's Office)stationed by the Ministry of Finance, "on quality inspection conclusions and the settlement decision of 2008 accounting information from Guangdong Provincial Expressway Development Co.Ltd " (Guangdong Finance Supervisors stationed by the Ministry of Finance [2009]No. 87 ), the Company conducted a retrospective adjustment of prior accounting error proposed by the Office of the Supervisors and made an announcement to the public and adjusted the financial data in the comparable period when the Company prepared the 2009 financial statement. III.Taxation (I)Turnover tax ans surcharges 1.Turnover tax Type of taxes Taxable Items Tax ratio Business tax Toll income 3% Business tax Gains from rents 5% Business tax Gains from service providing 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.62 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. (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%.63 IV.Enterprise Consolidated and Consolidated Financial Statement (I)Informationof subsidiaries 1.The subsidiary acquired through the establishment or investment and other means. Unit: RMB Name of subsidiary Type Registered address Business nature Registered capital Operating scope The year end’s actual amount of capital investment Balance of other essenfaly constituting net investment in subsidiary Equity holding percent age Voting power (%) Whe ther cons olida te finan cial state ment Minority shareholders’ equity Amount deduct from minority shareholders’ equity The balance between current losses assumed by minority shareholders’ deducted from owners’ equity belongs to parent company and the minority shareholders’ attributable share of owners’ equity at the opening balance Guangdo ng Expresswa y Technolog y Investmen t Co., Ltd. Holdi ng subsid iaries 4/F,Guan dong Express way Builidin No.83 Baiyun, Yuexiu , Guangzh ou Holding subsidiari es 100,000,000.00 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 95,920,000.00 100 100 Yes64 Name of subsidiary Type Registered address Business nature Registered capital Operating scope The year end’s actual amount of capital investment Balance of other essenfaly constituting net investment in subsidiary Equity holding percent age Voting power (%) Whe ther cons olida te finan cial state ment Minority shareholders’ equity Amount deduct from minority shareholders’ equity The balance between current losses assumed by minority shareholders’ deducted from owners’ equity belongs to parent company and the minority shareholders’ attributable share of owners’ equity at the opening balance 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. (excluding gold, silver, motor vehicles and dangerous chemicals)65 2.The Subsidiary through business combination under the same control Name of subsidiary Type Registered address Business nature Registered capital Operating scope The year end’s actual amount of capital investment Balance of other essenfaly constituting net investment in subsidiary Equity holding percent age Voting power (%) Whet her cons olidat e finan cial state ment Minority shareholders’ equity Amount deduct from minority shareholders’ equity The balance between current losses assumed by minority shareholders’ deducted from owners’ equity belongs to parent company and the minority shareholders’ attributable share of owners’ equity at the opening balance Guangfo Expressway Co., Ltd. Holdi ng subsi diarie s West Shabei, Guangzh ou Limited Liability Company (Taiwan, Hongkong and Macao in cooperation 200,000,000.00 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 75,815,113.04 Guangdong Fokai Expressway Co., Ltd. Holdi ng subsi diarie s No.83 Baiyun Road,Yu exiu, Guangzh ou Limited Liability Company 1,108,000,000.00 Operation and management of Fokai Expressway and its supporting facilities, automobile salvage, maintenance and cleaning, supply of automobile parts and 1,579,807,995.45 75 75 Yes 358,605,690.4966 Name of subsidiary Type Registered address Business nature Registered capital Operating scope The year end’s actual amount of capital investment Balance of other essenfaly constituting net investment in subsidiary Equity holding percent age Voting power (%) Whet her cons olidat e finan cial state ment Minority shareholders’ equity Amount deduct from minority shareholders’ equity The balance between current losses assumed by minority shareholders’ deducted from owners’ equity belongs to parent company and the minority shareholders’ attributable share of owners’ equity at the opening balance 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. 3.The Subsidiaries through business combinations not under the same control67 Name of subsidiary Type Registered address Business nature Registered capital Operating scope The year end’s actual amount of capital investment Balance of other essenfaly constituting net investment in subsidiary Equity holding percent age Voting power (%) Whe ther cons olida te finan cial state ment Minority shareholders’ equity Amount deduct from minority shareholders’ equity The balance between current losses assumed by minority shareholders’ deducted from owners’ equity belongs to parent company and the minority shareholders’ attributable share of owners’ equity at the opening balance Guangzho u Putian Zhongzhi Owne d subsi diary of a subsi diary 2011, 2012 Room, No.201 Huangp u West Road, Tianhe District, Guangz hou Limited Liability Company 5,000,000.00 Research and development of electronic products and technical service. Wholesale trade. 1.00 3,000,000.00 60 60 No68 (II)There is no business entities sharing the controlling power through specific purpose subjects or by entrusted with operation or by leasing in the current period (III)There is no change of scope of consolidated in the current periodChange of scope of consolidated (IV)The subjects newly taken into the consolidation range in the current and the subjects not taken into the consolidation range any longer in the current 1.There is no business entities that are subsidies newly taken into the consolidation range, that have specific purpose subjects or that are entrusted with operation or by leasing forming the controlling power in the current 2. The business entities that are not taken into the consolidation range any longer, that have specific purpose subjects or that are entrusted with operation or by leasing forming the controlling power in the current. V. Notes to the major items of consolidated financial stateme (I)Monetary Capital Amount in year-end Amount in year-begin Items Foreign currency Exchang e rate RMB Foreign currency Exchang e rate RMB Cash RMB 112,723.48 331,104.12 HKD Subtotal 112,723.48 331,104.12 Bank deposit RMB 596,467,709.03 217,935,978.14 HKD 465,260.19 0.8724 409,652.29 483,566.25 0.8805 425,770.41 Subtotal 596,877,361.32 218,361,748.55 Other currency RMB 409,652.29 62,142.36 HKD Subtotal 409,652.29 62,142.36 Total 597,399,737.09 218,754,995.03 Which restricted the monetary funds as follows: Items Amount in year-end Amount in year-begin Tolls clearing account funds 12,382,231.81 2,674,425.8769 Total 12,382,231.81 2,674,425.87 (2)Account receivable 1.Type analyse. Amount in year-end Amount in year-begin Book Balance Bad debt povision Book Balance Bad debt povision Type Amount Propo rtio( %) Amount Propo rtio( %) Amount Propo rtio( %) Amount Propo rtio( %) Individually significant accounts receivable 23,777,626.01 92.53 11,082,228.16 93.12 Account receivablewhich are not individually significant but are assessed at high risk level through credit risk combination Other non-material receivables 1,918,585.43 7.47 27,800.49 100 819,314.35 6.88 27,800.49 100 Total 25,696,211.44 100 27,800.49 100 11,901,542.51 100 27,800.49 100 2.There is no significant amount or the test of depreciation of value of bad debts provision of accounts receivable at the ending. 3.There is no provision for bad debts in full or the provision for bad debts is much high while the debts have been fully recovered or reversed,or no recovery or reversal of a large proportion of accounts receivable in the current. 4.There is no recovery of accounts receivable through restructuring in the current. 5.There is no accounts receivable that were written off in the current. 6.There was no account receivable due from shareholders with more than 5% (including 5%) of the voting shres of the company. 7.The top 5 arrearage in accounts receivable Name Relationship with the Company Amount Aging Proportion to total accounts receivalbe(%) Guangdong Union Electric toll Co., Ltd. No relationship 23,777,626.01 Within 1 year 92.53 Guangzhou Zhongqiu advertising Co., Ltd. No relationship 891,672.11 Within 1 year 3.47 Zhaoqing Yuezhao Highway Co., Ltd. Jiont venture 208,851.50 Within 1 year 0.81 Guangzhou Xinjushu Culture Co., Ltd. No relationship 180,000.00 Within 1 year 0.70 Shenzhen Madison Advertising Co., Ltd. No relationship 156,000.00 Within 1 year 0.6170 Name Relationship with the Company Amount Aging Proportion to total accounts receivalbe(%) Total 25,214,149.62 98.12 8. The situation on the accounts receivable from the affiliated parties Name Relationship with the Company Amount Aging Proportion to total accounts receivalbe(%) Zhaoqing Yuezhao Highway Co., Ltd. Jiont venture 208,851.50 Within 1 year 0.81 Guangdong Zhanjiang Bay Bridge Co., Ltd. Be controlled by the same parent company 19,756.00 Within 1 year 0.08 Guangdong Lulutong Co.,Ltd. Be controlled by the same parent company 18,004.85 Within 1 year 0.07 Total 246,612.35 0.96 9.There is no accounts receivable that have been terminated to confirm in the current. 10.There is no accounts receivable as a object of securitization in the current. (3)Prepayment 1.Age analysis Balance in year-end Balance in year-begin Age Amount Proportion Amount Proportion Within 1 year 364,161,844.77 99.95 292,135,576.87 99.90 1-2 years 169,738.00 0.05 299,738.00 0.10 2-3 years Over 3 years Total 364,331,582.77 100.00 292,435,314.87 100.0071 2. The top five companies according to the Prepayment Name Relationship with the Company Amount Time Reasons for pending accounts Guangdong Nanyue logistics Co., Ltd. controlled by the same parent company 143,352,557.47 Within 1 year Pending accounts Guangdong Changda Highway Engineering Co., Ltd. controlled by the same parent company 95,279,811.30 Within 1 year Pending accounts China Railway 12 Bureau Group Co., Ltd No relationship 31,370,213.00 Within 1 year Pending accounts Guangdong Guanyueqiao Co., Ltd. controlled by the same parent company 29,487,527.00 Within 1 year Pending accounts Guangdong Jingtong Highway Engineering Construction Group Co., Ltd. controlled by the same parent company 22,560,679.00 Within 1 year Pending accounts Total 322,050,787.77 3.There was no Prepayment due from shareholders with nore than 5% (including 5%) of the voting shares of the company. 4.Prepayment from related parties Name Relationship with the Company Amount Proportion (%) Guangdong Nanyue logistics Co., Ltd. controlled by the same parent company 143,352,557.47 39.35 Guangdong Changda Highway Engineering Co., Ltd. controlled by the same parent company 95,279,811.30 26.15 Guangdong Guanyueqiao Co., Ltd. controlled by the same parent company 29,487,527.00 8.09 Guangdong Jingtong Highway Engineering Construction Group Co., Ltd. controlled by the same parent company 22,560,679.00 6.19 Guangdong Communication Development Co., Ltd. controlled by the same parent 805,868.80 0.2272 Name Relationship with the Company Amount Proportion (%) company Total 291,486,443.57 80.00 (4) Dividends receivable Items Amount at year beginning Increase at this period Decrease at this period Amount at period end Reason s for not being recove red Whether the relevant funds have signs for impairme nt 1.The dividends receivable with account age less than one year 271,636,280.10 202,177,234.59 69,459,045.51 No Of which: the dividend of Shenzhen Huiyan Expressway Co., Ltd. in 2009 60,000,000.00 60,000,000.00 The dividend of Jungzhu Expressway Guangzhu station in 2007 113,459,045.51 44,000,000.00 69,459,045.51 No The dividend of Guangdong Guanghui Expressway Co., Ltd. in 2007 73,713,657.27 73,713,657.27 The dividend of Zhaoqing Yuezhao Highway Co., Ltd. in 2009 24,463,577.32 24,463,577.32 2. The dividends receivable with account age more than one year Total 271,636,280.10 202,177,234.59 69,459,045.51 (5) Other recievable 1.Type analyse: Amount in year-end Amount in year-begin Book Balance Bad debt povision Book Balance Bad debt povision Type Amount Propo rtio( %) Amount Proport io(%) Amount Propo rtio( %) Amount Propo rtio( %) Individually significant accounts receivable 66,794,504.78 66.81 66,794,504.78 97.58 66,794,504.78 66.90 66,794,504.78 97.58 Account receivablewhich are not individually significant but are73 Amount in year-end Amount in year-begin Book Balance Bad debt povision Book Balance Bad debt povision Type Amount Propo rtio( %) Amount Proport io(%) Amount Propo rtio( %) Amount Propo rtio( %) assessed at high risk level through credit risk combination Other non-materialreceiva bles 33,184,934.91 33.19 1,659,137.74 2.42 33,054,254.14 33.10 1,659,137.74 2.42 Total 99,979,439.69 100 68,453,642.52 100 99,848,758.92 100 68,453,642.52 100 2. There is no significant amount or the test of depreciation of value of bad debts provision of accounts receivable at the ending. Other receivables Book balance Amount of bad debts Proportion (%) Reasons Kunlun Securities Co., Ltd. 50,973,424.87 50,973,424.87 100.00% Notes 1 Beijing Gelin Enze 12,220,079.91 12,220,079.91 100.00% Notes 2 Guangzhou Putian Zhongzhi 3,601,000.00 3,601,000.00 100.00% Notes 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.74 3.There is no provision for bad debts in full or the provision for bad debts is much high while the debts have been fully recovered or reversed,or no recovery or reversal of a large proportion of accounts receivable in the current.There is no recovery of accounts receivable through restructuring in the current report period. 4.The cancellation after verification on other accounts receivable in the current 5.There was no other receivable due from shareholders with more than 5% (including 5%) of the voting shares of the Company. 6.The top five companies in the amount of other receivables and the large amount of other nature and content of receivables at the ending. Name Relationship with the Company Amount Aging The proportion of the total of other receivables (%) Nature or content Kunlun Securities Co.,Ltd The subsidiary of the Company holds its 5.74% stake of Kunlun 50,973,424.87 Over 5 years 50.98 See “V(5)2,Notes 1 Beijing Gelin Enze Joint venture 12,220,079.91 1-5 years 12.22 See “V(5)2,Notes 2 The Land Resource Office of Foshan,Chancheng Branch No relationship 7,366,300.00 Within 1 year 7.37 Guarantee deposit Guangzhou Putian Zhongzhi The controlling grandson company 3,601,000.00 1-5 years 3.60 See “V(5)2,Notes 3 Heshan Finance Bureau No relationship 1,835,391.00 Within 1 year 1.84 Guarantee deposit Total 75,996,195.78 76.01 7.The accounts receivable from the Related parties75 Name Relationship with the Company Relationship with the Company The proportion of the total of other receivables (%) Beijing Gelin Enze Joint venture 12,220,079.91 12.22 Guangzhou Putian Zhongzhi The controlling grandson company 3,601,000.00 3.60 Beijing Gelin Enze Joint venture 500,000.00 0.50 Guangzhou Putian Zhongzhi Joint venture 250,000.00 0.25 Guangdong Gaoda Property Development Co., Ltd. controlled by the same parent company 87,000.00 0.09 Guangdong Zhanjiang Bay Bridge Co., Ltd. controlled by the same parent company 11,428.86 0.01 Guangdong Xinyue Communication Investment Co., Ltd. controlled by the same parent company 2,158.60 0.00 Total 16,671,667.37 16.67 8.There is no accounts receivable that have been terminated to confirm in the current. 9.There is no accounts receivable as a object of securitization in the current. (6)Inventory 1.Type analyse Balance in year-end Balance Items in year-begin Book balance Bad debt povision Book Value Book balance Bad debt povision Book Value76 Balance in year-end Balance Items in year-begin Book balance Bad debt povision Book Value Book balance Bad debt povision Book Value Rew materials 70,117.88 70,117.88 73,932.41 73,932.41 Other 205,833.88 205,833.88 146,210.50 146,210.50 Total 275,951.76 275,951.76 220,142.91 220,142.91 2. Inventory and inventory depreciation reserves Decrease in the current period Type Balance in year-begin Increase in the current period Transferred back Reselling Balance in year-end Rew materials Other Total78 (7) Information of Joint venture and Associated Enterprise Name Type Registered place Legal Representative Property Register capital Proportion Voting proportion End total assets End total Liabilities End total net assets Total current revenues Current 1. Joint venture 1. Guangdong Guanghui Expressway Limited liability Company Guangzhou, Guangdong Liu Gangliang Expressway Management 2,351,678,000.00 30% 30% 6,422,755,648.13 3,754,880,758.60 2,667,874,889.53 761,208,182.84 299,80 2. Zhaoqing Yuezhao Highway Co., Ltd. Limited liability Company Zhaoqing , Guangdong Wang Jiachen Expressway Management 818,300,000.00 25% 25% 2,773,344,536.06 1,990,761,600.64 782,582,935.42 123,376,469.70 41,354,718.66 3. Beijing Gelin Enze Limited liability Company Beijing Wang Jianji Organic fertilizer production and sell 20,000,000.00 35% 35% 25,925,805.89 16,707,626.85 9,218,179.04 2. Affiliated company 1.Shenzhen Huiyan Expressway Limited liability Company Shenzhen, Guangdong Xu Xiaoyang Expressway Management 36,000,000.00 33.33% 33.33% 474,466,718.98 38,016,219.65 436,450,499.33 157,978,521.52 79,981,325.25 2.Guangdong Maozhan Expressway Co., Ltd. Limited liability Company Guangzhou, Guangdong Li Jinfeng Expressway Management 1,120,000,000.00 20% 20% 2,808,445,472.91 2,128,602,831.46 679,842,641.45 211,664,938.00 52,790,651.90 3.Jingzhu Exprwssway Guanzhu Limited liability Company Guangzhou, Guangdong Lu Yaxing Expressway Management 580,000,000.00 20% 20% 4,343,908,155.79 3,025,248,976.71 1,318,659,179.08 580,258,516.99 350,440,462.19 4.Guangdong Jiangzhong Limited liability Guangzhou, Guangdong Lu Yaxing Expressway Management 1,045,000,000.00 15% 15% 2,891,910,580.15 1,942,155,739.19 949,754,840.96 153,930,837.49 24,434,986.3479 Name Type Registered place Legal Representative Property Register capital Proportion Voting proportion End total assets End total Liabilities End total net assets Total current revenues Current Expressway Co., Ltd. Company 5.Ganzhou Kangda Expressway Other Limited liability Company Ganzhou, Jiangxi Yao Diming Expressway Management 600,000,000.00 30% 30% 1,871,698,819.75 1,565,032,214.75 306,666,605.00 14,906,369.00 -51,729,712 6.Ganzhou Gankang Expressway Limited liability Company Ganzhou, Jiangxi Liu Zequan Expressway Management 700,000,000.00 30% 30% 2,250,945,156.42 1,550,945,156.42 700,000,000.00 7.Guangdong Guangle Expressway Limited liability Company Guangzhou, Guangdong Li Jinfeng Expressway Management 500,000,000.00 30% 30% 2,638,699,419.91 1,988,701,919.91 649,997,500.0080 (8)Long- term s equity investment 1.Long- term s equity investment Name Account method Initial amount Balance in year-begin Increase/decrease Balance in year-end Sharehol dding percentag e(%) Voting percentag e (%) Instruction Impairment proision Current provision Current cash dividend Guangdong Guanghui Expressway Co., Ltd. Equity method 705,503,400.00 784,133,616.22 16,228,850.65 800,362,466.87 30% 30% 73,713,657.27 Zhaoqing Yuezhao Highway Co., Ltd. Equity method 183,690,616.22 225,653,566.64 -14,487,713.63 211,165,853.01 25% 25% 24,463,577.32 Beijing Gelin Enze Equity method 6,614,483.90 35% 35% Shenzhen Huiyan Expressway Equity method 14,024,586.42 195,764,733.87 -34,050,397.81 161,714,336.06 33.33% 33.33% 60,000,000.00 Guangdong Maozhan Expressway Equity method 224,000,000.00 125,410,397.91 10,558,130.38 135,968,528.29 20% 20% Jingzhu Exprwssway Guanzhu Equity method 66,779,449.38 464,974,371.27 -47,237,195.93 417,737,175.34 20% 20% 113,459,045.51 Guangdong Jiangzhong Expressway Co., Ltd. Equity method 156,750,000.00 138,797,978.21 3,665,247.95 142,463,226.16 15% 15% Ganzhou Kangda Expressway Equity method 165,820,322.53 155,323,069.64 -16,306,894.58 139,016,175.06 30% 30% Ganzhou Gankang Expressway Co., Ltd. Equity method 210,000,000.00 165,000,000.00 45,000,000.00 210,000,000.00 30% 30% Guangdong Guangle Expressway Equity method 339,997,500.00 30,000,000.00 309,997,500.00 339,997,500.00 30% 30% Subtotal 2,073,180,358.45 2,285,057,733.76 273,367,527.03 2,558,425,260.79 271,636,280.10 Huazheng Assets Management Co. Ltd.(Notes 1) Cost method 1,620,000.00 1,620,000.00 1,620,000.00 0.54% 0.54% 1,393,200.00 Huaxia Securities Co., Ltd.(Notes 2) Cost method 5,400,000.00 5,400,000.00 5,400,000.00 0.27% 0.27% 5,400,000.00 Kunlun Securities Co., Ltd.(Notes 3) Cost method 30,000,000.00 30,000,000.00 30,000,000.00 5.74% 5.74% 30,000,000.00 Guangzhou Putian Zhongzhi(Notes 4) Cost method 785,536.35 785,536.35 785,536.35 60% 60% 785,536.3581 China Everbright Bank Cost method 528,000,000.00 528,000,000.00 528,000,000.00 0.72% 0.72% Subtotal 565,805,536.35 565,805,536.35 565,805,536.35 37,578,736.35 Total 2,638,985,894.80 2,850,863,270.11 273,367,527.03 3,124,230,797.14 37,578,736.35 271,636,280.1082 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 in Guangzhou Putian Zhongzhi Technology Industrial Co., Ltd. (9)Investment real estate 1. measured by the cost of investment real estate Items Balance in year-begin Increase at this period Decrease at this period Balance in year-end 1. Original price 12,664,698.25 12,664,698.25 1.Hoses and building 12,664,698.25 12,664,698.25 2.Land use right II. Accumulated depriciation 6,156,022.81 268,380.81 6,424,403.62 1.Hoses and building 6,156,022.81 268,380.81 6,424,403.62 2.Land use right III. Net value 6,508,675.44 268,380.81 6,240,294.63 1.Hoses and building 6,508,675.44 268,380.81 6,240,294.6383 Items Balance in year-begin Increase at this period Decrease at this period Balance in year-end 2.Land use right IV. Impairment privision 1.Hoses and building 2.Land use right V.Total of book value 6,508,675.44 268,380.81 6,240,294.63 1.Hoses and building 6,508,675.44 268,380.81 6,240,294.63 2.Land use right Notes 1:The current depreciation and the amortized amount in the investment real estate is RMB 268,380.81. Notes 2: The amont of the current impairement in the investment real estate is RMB 0.00. ( 10) Fixed assets 1. Fixed assets Items Balance in year-begin Increase at this period Decrease at this period Balance in year-end I.Total of Original price 5,780,744,650.11 20,172,923.51 117,026,724.00 5,683,890,849.62 Including : Guangfo Expressway 1,385,589,775.94 3,370,107.24 1,388,959,883.18 Fokai Expressway 3,630,421,541.96 17,428,248.00 3,612,993,293.96 Jiujiang Bridge 322,353,099.76 97,325,000.00 225,028,099.76 House and Building 178,587,489.55 11,727,739.17 190,315,228.72 Machine equipment 21,308,088.84 21,308,088.84 Transportation Equipment 46,186,918.10 2,727,756.00 2,125,546.00 46,789,128.10 Electricity equipment and other 196,297,735.96 2,347,321.10 147,930.00 198,497,127.06 II. Total of Accumulated 1,705,492,919.80 157,760,440.82 3,661,211.93 1,859,592,148.6984 Items Balance in year-begin Increase at this period Decrease at this period Balance in year-end depriciation including : Guangfo Expressway 483,827,728.77 61,711,203.10 545,538,931.87 Fokai Expressway 915,017,695.34 73,282,602.38 1,615,277.93 986,685,019.79 Jiujiang Bridge 59,276,529.15 8,082,704.49 67,359,233.64 House and Building 70,266,508.49 4,560,343.30 74,826,851.79 Machine equipment 9,412,549.58 1,199,351.10 10,611,900.68 Transportation Equipment 35,253,754.01 1,255,056.25 1,912,991.40 34,595,818.86 Electricity equipment and other 132,438,154.46 7,669,180.20 132,942.60 139,974,392.06 III. Total net book value of fixed assets 4,075,251,730.31 20,172,923.51 271,125,952.89 3,824,298,700.93 including : Guangfo Expressway 901,762,047.17 3,370,107.24 61,711,203.10 843,420,951.31 Fokai Expressway 2,715,403,846.62 89,095,572.45 2,626,308,274.17 Jiujiang Bridge 263,076,570.61 105,407,704.49 157,668,866.12 House and Building 108,320,981.06 11,727,739.17 4,560,343.30 115,488,376.93 Machine equipment 11,895,539.26 1,199,351.10 10,696,188.16 Transportation Equipment 10,933,164.09 2,727,756.00 1,467,610.85 12,193,309.24 Electricity equipment and other 63,859,581.50 2,347,321.10 7,684,167.60 58,522,735.00 IV. Total of Accumulated depriciation including : Guangfo Expressway Fokai Expressway Jiujiang Bridge House and Building Machine equipment Transportation Equipment V. Total book value of fixedassets 4,075,251,730.31 20,172,923.51 271,125,952.89 3,824,298,700.93 including : Guangfo Expressway 901,762,047.17 3,370,107.24 61,711,203.10 843,420,951.31 Fokai Expressway 2,715,403,846.62 89,095,572.45 2,626,308,274.1785 Items Balance in year-begin Increase at this period Decrease at this period Balance in year-end Jiujiang Bridge 263,076,570.61 105,407,704.49 157,668,866.12 House and Building 108,320,981.06 11,727,739.17 4,560,343.30 115,488,376.93 Machine equipment 11,895,539.26 1,199,351.10 10,696,188.16 Transportation Equipment 10,933,164.09 2,727,756.00 1,467,610.85 12,193,309.24 Electricity equipment and other 63,859,581.50 2,347,321.10 7,684,167.60 58,522,735.00 Notes 1:The current depreciation amount is RMB 157,760,440.82. Notes 2:The original price of projects under construction transferred to fixed assets is RMB 14,806,358.59 . ( 11) Construction on process 1. Construction on process Balance in year-begin Balance in year-begin Items Book balance Impai rment povi sion Book Value Book Balance Impair ment povis ion Book Value 1. The period between Xiebian to Sanbao extension project of the Fokai 1,867,840,897.50 1,867,840,897.50 1,361,879,924.46 1,361,879,924.46 2. The comprehensive maintenance base project of the Gonghe toll station in the Fokai Expressway 11,595,384.17 11,595,384.17 3. The Jiujiang Bridge specific construction project 10,081,222.00 10,081,222.00 10,018,262.00 10,018,262.0086 Balance in year-begin Balance in year-begin Items Book balance Impai rment povi sion Book Value Book Balance Impair ment povis ion Book Value 4. The Electrical improvement project of the Gonghe toll station in the Fokai Expressway 3,060,666.00 3,060,666.00 3,060,666.00 3,060,666.00 5.Other project 486,419.35 486,419.35 2,398,867.35 2,398,867.35 Total 1,881,469,204.85 1,881,469,204.85 1,388,953,103.98 1,388,953,103.9888 2. The variation in constructing the engineering project and the progress of important work Items Budget (RMB’00 00) Balance in year-begin Increase at this period Transfer to fixed assets Other losses Engine er ing input account Progr ess of work Capitalisati on of interest accumulate Including :Current amount of capitalizat Capitalisa tion of interest ratio(%) Source of funds Balance in year-end Rem arks 1. The period between Xiebian to Sanbao extension project of the Fokai 400,200.00 1,361,879,924.46 505,960,973.04 46.67 46.67% 144,634,915.75 45,534,669.71 4.657 Self-fund,l oan 1,867,840,897.5089 Items Budget (RMB’00 00) Balance in year-begin Increase at this period Transfer to fixed assets Other losses Engine er ing input account Progr ess of work Capitalisati on of interest accumulate Including :Current amount of capitalizat Capitalisa tion of interest ratio(%) Source of funds Balance in year-end Rem arks 2. The comprehensive maintenance base project of the Gonghe toll station in the Fokai Expressway 1,090.86 11,595,384.17 11,595,384.17 106.29 100% Self fund 3. The Jiujiang Bridge specific construction project 2,319.08 10,018,262.00 62,960.00 43.47 95% Self fund 10,081,222.0090 Items Budget (RMB’00 00) Balance in year-begin Increase at this period Transfer to fixed assets Other losses Engine er ing input account Progr ess of work Capitalisati on of interest accumulate Including :Current amount of capitalizat Capitalisa tion of interest ratio(%) Source of funds Balance in year-end Rem arks 4. The Electrical improvement project of the Gonghe toll station in the Fokai Expressway 371.00 3,060,666.00 82.50 95% Self fund 3,060,666.00 5.Other project 2,398,867.35 1,396,601.69 3,210,974.42 98,075.27 Self fund 486,419.35 Total 1,388,953,103.98 507,420,534.73 14,806,358.59 98,075.27 144,634,915.75 45,534,669.71 1,881,469,204.8592 (12)Intangible assets Items Balance in year-begin Increase at this period Decrease at this period Balance in year-end I.Total cost 137,877,961.00 137,877,961.00 Jiujiang Bridge management right 66,917,573.76 66,917,573.76 Jiujiang Land Use right 68,402,029.24 68,402,029.24 File Management software 200,000.00 200,000.00 Toll simulation training and testingsystm 180,000.00 180,000.00 Highways vehicle wireless video surveillance system software 69,000.00 69,000.00 Office automation system software 480,000.00 480,000.00 Toll system upgrade software 317,700.00 317,700.00 Yayao use right 1,311,658.00 1,311,658.00 II.Total of accumulative amortized 71,535,175.59 3,761,384.58 75,296,560.17 Jiujiang Bridge management right 35,219,760.00 1,760,988.00 36,980,748.00 Jiujiang Land Use right 36,001,080.00 1,800,054.00 37,801,134.00 File Management software 43,333.29 20,000.00 63,333.29 Toll simulation training and testingsystm 90,300.00 18,000.00 108,300.00 Highways vehicle wireless video surveillance system software 3,450.00 6,900.00 10,350.00 Office automation system software 8,000.00 48,000.00 56,000.00 Toll system upgrade software 5,295.00 31,770.00 37,065.00 Yayao use right 163,957.30 75,672.58 239,629.88 III.Total lbook value of intangible assets 66,342,785.41 3,761,384.58 62,581,400.83 Jiujiang Bridge management right 31,697,813.76 1,760,988.00 29,936,825.76 Jiujiang Land Use right 32,400,949.24 1,800,054.00 30,600,895.24 File Management software 156,666.71 20,000.00 136,666.71 Toll simulation training and testingsystm 89,700.00 18,000.00 71,700.00 Highways vehicle wireless video surveillance system software 65,550.00 6,900.00 58,650.00 Office automation system software 472,000.00 48,000.00 424,000.00 Toll system upgrade software 312,405.00 31,770.00 280,635.00 Yayao use right 1,147,700.70 75,672.58 1,072,028.12 IV. Total limpairment provision Jiujiang Bridge management right Jiujiang Land Use right93 Items Balance in year-begin Increase at this period Decrease at this period Balance in year-end File Management software Toll simulation training and testingsystm Highways vehicle wireless video surveillance system software Office automation system software Toll system upgrade software Yayao use right V. Book value Total of intangible assets 66,342,785.41 3,761,384.58 62,581,400.83 Jiujiang Bridge management right 31,697,813.76 1,760,988.00 29,936,825.76 Jiujiang Land Use right 32,400,949.24 1,800,054.00 30,600,895.24 File Management software 156,666.71 20,000.00 136,666.71 Toll simulation training and testingsystm 89,700.00 18,000.00 71,700.00 Highways vehicle wireless video surveillance system software 65,550.00 6,900.00 58,650.00 Office automation system software 472,000.00 48,000.00 424,000.00 Toll system upgrade software 312,405.00 31,770.00 280,635.00 Yayao use right 1,147,700.70 75,672.58 1,072,028.12 Current amortization of RMB 3,761,384.58. (13)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 Property insurance 181,567.92 156,350.15 30,261.31 55,479.08 126,088. 84 25 month Total 181,567.92 156,350.15 30,261.31 55,479.08 126,088. 84 (14)Deferred income tax assets and deferred income tax liability 1. Confirmed the deferred income tax assets and deferred income tax liability Items Balance in year-end Balance in year-begin Deferred income tax assets Timing difference between accounting and tax 10,000,000.00 10,000,000.00 Subtotal 10,000,000.00 10,000,000.00 Deferred income tax liability94 Timing difference between accounting and tax 116,588,405.59 115,352,612.14 Subtotal 116,588,405.59 115,352,612.14 2. Unconfirmed deferred income tax assets Items Balance in year-end Balance in year-begin Impairment of assets prepares to deduct timing differences 26,515,044.84 26,515,044.84 Subtotal 26,515,044.84 26,515,044.84 Notes:It has uncertainty to gain the taxable income in future; therefore these deductible temporary differences have not been confirmed as the deferred tax assets. 3. The amount of temporary differences corresponding to asset projects which make temporary differences: Items Balance in year-end Timing difference between Fixed assets cost 40,000,000.00 Timing difference between accumulated depreciation -466,353,622.36 Total -426,353,622.36 (15)Provision for depreciation of assets Decreased amount in current period Items Provision for depreciation of assets Increase in this period Switch back Switch cancellati on Balance in year-end I.Provision for bad debts 68,481,443.01 68,481,443.01 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 37,578,736.35 37,578,736.3595 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.Other Total 106,060,179.36 106,060,179.36 (16)Short –tem loan 1. Short –tem loan Items Balance in year-end Balance in year-begin Pledge loan Mortgage loan Guarantee loan Credit loan 500,000,000.00 654,000,000.00 Total 500,000,000.00 654,000,000.00 (17)Account payable 1.Age analyse Items Balance in year-end Balance in year-begin Within 1 year 168,137,074.66 143,699,450.12 1-2 years 12,208.00 2-3 years Over 3 years 15,306,390.08 15,306,390.0896 Total 183,443,464.74 159,018,048.20 2. There was account payable due from shareholders with more than 5% (including 5%) of the voting shres of the company: Name Balance in year-end Balance in year-begin Guangdong Changda Highway Engineering Co., Ltd. 45,560,410.22 47,471,604.22 Guangdong Jingtong Enginneering Construction Group Co., Ltd. 17,509,152.00 1,624,000.00 Guangdong Guanyueluqiao Co., Ltd. 16,035,184.00 19,468,667.00 Guangdong Expressway Co., Ltd. 13,931,764.11 13,728,261.18 Guangdong Communication Development Company 7,283,943.00 10,377,100.80 Guangdong Hualu communication Technology Co., Ltd. 1,545,624.00 1,618,891.00 Guangdong Guanghui Expressway Co.,Ltd. 900,000.00 Guangdong East Thinking Management Technology Development Co., Ltd. 207,804.00 207,804.00 Xinyue Communication Investemnt Co., Ltd. 116,662.64 1,516,312.54 Guangzhou Putian Zhongzhi Technology Investry Co., Ltd. 99,447.00 99,447.00 Subtotal 103,189,990.97 96,112,087.74 3.High balance account payable over 1 year has listed below: Debtor Amount Not return cause Remark Guangdong Expressway Co.,Ltd. 13,728,261.18 Not settlement Expansion End Funds and Xiebian Project Funds Construction office overhaul 1,578,128.90 Not settlement Overhaul project fund (18)Advance account 1.Age analyse97 Items Balance in year-end Balance in year-begin Within 1 year 7,054,071.62 7,456,276.76 1-2 years 2-3 years Over 3 years Total 7,054,071.62 7,456,276.76 2. There was Advance account due from shareholders with nore than 5% (including 5%) of the voting shares of the company. Name Balance in year-end Balance in year-begin Zhaoqing Yuezhao Highway Co., Ltd. 189,865.00 189,865.00 Guangdong Expressway Co., Ltd. 1,297,905.64 1,599,744.16 Total 1,487,770.64 1,789,609.16 (19)Payable Employee wage 1. Payable Employee wage Items Balance in year-begin Increase in this period Decrease in this period Balance in year-end 1.wage,bonuds,subsidy 4,097,648.73 35,489,883.73 39,225,968.97 361,563.49 2.Employee welfare 2,095,966.21 2,095,966.21 3.Security insurance 27,118.50 7,480,953.67 6,630,953.67 877,118.50 Of which:1.Medical insurance 2,288,318.22 2,288,318.22 2.Basic old-age insurance 4,870,156.12 4,020,156.12 850,000.00 3.Annuity Payment 8,704.00 8,704.00 4.Unemployment insurance 74,134.20 74,134.20 5.Work injury insurance 138,368.61 138,368.61 6.Maternity insurance 27,118.50 101,272.52 101,272.52 27,118.50 4. Housing fund 144,785.74 5,084,879.00 5,040,624.00 189,040.74 5.Termination Welfare 6. Other 496,213.44 4,564,799.94 4,333,807.83 727,205.55 Including:Labour union outlay and Employee Educatation outlay 357,424.08 1,136,879.69 905,887.58 588,416.19 Non-Money Welfare 1,931,188.25 1,931,188.25 Other 138,789.36 1,496,732.00 1,496,732.00 138,789.36 Total 4,765,766.41 54,716,482.55 57,327,320.68 2,154,928.28 Notes:The amount of the staff remuneration payable which belongs to default is RMB0.00.98 (20)Payable tax Items Balance in year-end Balance in year-begin Bunsiness tax 3,616,108.19 3,740,410.54 City construction tax 128,179.75 141,248.61 Education subjion 78,157.11 83,758.04 Enterprise income tax 18,112,035.28 -1,956,560.00 Property tax 1,256.87 233,964.60 Land use tax 5,533.80 763,404.00 Defend expense 113,619.52 117,985.69 Individual income tax 592,601.74 1,034,862.67 Total 22,647,492.26 4,159,074.15 (21)Interest payable Items Balance in year-end Balance in year-begin Pay the interest for long-term loans by installments. 5,637,800.58 4,408,684.58 Interet of company bonds 31,733,333.33 11,333,333.33 Payable interest for short-term borrowings 781,897.50 Total 37,371,133.91 16,523,915.41 (22)Dividend payable Amount Balance in year-end Balance in year-begin Reason of overdue for over 1 year Dividends for shareholders of A-share and B-share of Guangdong Expressway 144,958,039.81 13,205,176.58 Foshan Industry Bank Stock Exchange Department had not received dividend Total 144,958,039.81 13,205,176.58 (23)Other payable 1.Age analyse Items Balance in year-end Balance in year-begin99 Within 1 year 165,217,273.10 154,991,038.02 1-2 years 4,473,616.67 5,852,476.58 2-3 years 675,754.39 628,754.39 Over 3 years 3,422,993.18 3,532,965.23 Total 173,789,637.34 165,005,234.22 2. There were other receivable from the main shareholders of the Company holding nore than 5% (including 5%) of the total shares of the Company. Name Balance in year-end Balance in year-begin Guangdong Changda Highway Engineering Co., Ltd. 53,190,651.59 41,268,881.04 Guangdong Expressway Co., Ltd. 29,571,684.64 20,500,371.33 Guangdong Guanyue Luqiao Co., Ltd. 16,902,706.72 16,845,528.02 Guangdong Jingtong Engineering Consturction Group Co., Ltd. 9,050,844.00 6,408,067.00 Guangdong Communication Development Company 3,283,357.95 3,238,970.95 Xinyue Communication Investment Co., Ltd. 972,872.10 1,783,873.10 Guanggong Shipping planning and design Instifute 587,876.20 549,279.00 Guangdong Hualu communication Technology Co., Ltd. 264,900.50 173,633.50 Guangzhou Putian Zhongzhi 170,923.84 170,923.84 Guangzhou Xinruan Computer Technology Co., Ltd. 59,100.00 59,100.00 Shenzhen Huiyan Expressway Co., Ltd. 34,989.00 34,989.00 Guangdong Xinlu Adverting Co., Ltd. 30,000.00 30,000.00 Guangdong East Thinking Management Technology Development Co., Ltd. 3,097.00 3,097.00 Guangdong Tongyi Expressway Services Area Co., Ltd. 1,665.81 Total 114,124,669.35 91,066,713.78 3. High balance Other payable over 1 year has listed below Name Amount Aging Not Refund cause Industrial and commercial Bank,Foshan Securities Dept. 1,036,464.35 Over 3 yares Not receive100 Name Amount Aging Not Refund cause Guangdong Changda Engineering Co., Ltd. 829,573.21 1-2 years Quality guarantees Guangzhou Huangpu Construction engineering Co., Ltd. 525,319.00 1-2 years Performance Guarantee fund Freedom Law firm 500,000.00 Over 3 years Litigation fees Total 2,891,356.56 4.Large amount of other payyables Name Amount Content Remark Guangdong Changda Engineering Co., Ltd. 53,190,651.59 Project account Projict Guarantee account/ Bid deposit/ performance bond/Retention money Guangdong Expressway Co., Ltd. 29,571,684.64 Project account Project Guarantee account Guangdong Guanyue Luqiao Co., Ltd. 16,902,706.72 Project account Project Guarantee account and performance bond Guangdong Jingtong Highway Engineering Construction Group Co., Ltd. 9,050,844.00 Project account Project Guarantee account Zhongtie No.12 Bureau Group Co., Ltd. 8,331,044.00 Project account Project Guarantee account Guangdong Communication Development Co., Ltd. 3,283,357.95 Project account Project Guarantee account Zhongtie No.23 Bureau Group Co., Ltd. 3,271,941.00 Project account Project Guarantee account Guangdong Nengda High Maintenance Co., Ltd. 3,152,139.62 Project account Project Guarantee account Total 126,754,369.52 (24) Non-current liability due in 1 year Items Balance in year-end Balance in year-begin Long-term loan 159,000,000.00 150,000,000.00 Bond payable101 Items Balance in year-end Balance in year-begin Long-term payable Total 159,000,000.00 150,000,000.00 1. Long-loan due in 1 year Items Balance in year-end Balance in year-begin Pledoe Loan Mortgage loan Guarantee loan Credit loan 159,000,000.00 150,000,000.00 Total 159,000,000.00 150,000,000.00 The long-term loans due within one year and belong to overdue loans gain the extension amount is RMB 0.00. 2.Long-term loans due in 1 year top in amount Unit Date of commenceme nt of loan Loan termination date Curren cy Interest rate Balance in year-end Balance in year-begin China merchants Bank.Guangzhou World Trade Building Branch 2006-5-11 2011-5-11 RMB 5.184% 50,000,000.00 China merchants Bank Guangzhou Baiyun Branch 2008-1-1 2011-1-9 RMB 4.860% 60,000,000.00 Industrial and commercial Bank..Guangzhou Fangchun Branch 2008-6-27 2011-6-16 RMB 4.860% 49,000,000.00 China merchants Bank.Guangzhou World Trade Building Branch 2008-4-24 2010-4-24 RMB 6.804% 100,000,000.00 China merchants Bank.Guangzhou World Trade Building Branch 2005-6-30 2010-6-30 RMB 6.237% 50,000,000.00 Total 159,000,000.00 150,000,000.00 (25)Long –term loan 1.Categories of long-term loans102 Items Balance in year-end Balance in year-begin Pledoe Loan Mortgage loan Guarantee loan Credit loan 3,675,964,803.54 2,820,874,803.54 Total 3,675,964,803.54 2,820,874,803.54 2.The top five of long-term loans Unit Date of commence ment of loan Loan termination date Curren cy Interest rate Balance in year-end Balance in year-begin Constrution Bank ,Guangzhou Liwan Branch 2003-12-29 2013-9-28 RMB 5.346% 578,324,803.54 578,324,803.54 Communications Bank ,Foshan Branch 2008 2015 RMB 5.346% 300,000,000.00 300,000,000.00 China merchants Bank.Guangzhou World Trade Building Branch 2008 2023 RMB 5.346% 300,000,000.00 300,000,000.00 China merchants Bank.Guangzhou World Trade Building Branch 2008-6-10 2023-6-10 RMB 5.184% 200,000,000.00 200,000,000.00 Industrial and commercial Bank..Guangzhou Second Branch 2010-2-5 2023-8-31 RMB 5.346% 200,000,000.00 Total 1,578,324,803.54 1,378,324,803.54 (26)Bonds payable103 Name Par Value Date of Issued Bond s term Issue d amou Interest payable in year-beginning Interest payable in this period Interest paid in this period Interest payable in year-end Balance in year-end 09 Guangdong Expressway debt 100.00 2009-9-21 5 0.8bil lion 11,333,333.33 20,400,000.00 31,733,333.33 790,435,836.91 Total 11,333,333.33 20,400,000.00 31,733,333.33 790,435,836.91 (27)Long-term payable Items Balance in year-end Balance in year-begin Non-operating assets of payable 2,022,210.11 2,022,210.11 Total 2,022,210.11 2,022,210.11 (28)Capital stocks Balance in year-begin Changed(+,-) Balance in year-end Items Amount Propo rtion % Share allot ment Bon us shar es Capitali zation of commo n reserve fund Other Subtotal Amount Proport ion% 1.Shares with conditional subscription 1.State-owned shares 409,246,518 32.55 456,200 456,200 409,702,718 32.59 2.State –owned legal person shares 23,468,541 1.87 -435,314 -435,314 23,033,227 1.83 3.Other domestic shares 11,173,716 0.89 -1,861,048 -1,861,048 9,312,668 0.74 Including: Domestic non-state ovened legal person shares 9,390,193 0.75 -1,488,990 -1,488,990 7,901,203 0.63 Domestic natural person shares 1,783,523 0.14 -372,058 -372,058 1,411,465 0.11104 Balance in year-begin Changed(+,-) Balance in year-end Items Amount Propo rtion % Share allot ment Bon us shar es Capitali zation of commo n reserve fund Other Subtotal Amount Proport ion% Executives shares (4). Foreign shares Including: Foreign legal person shares Domestic natural person shares 202,615 0.02 -3,758 -3,758 198,857 0.02 Total Shares with conditional subscription 444,091,390 35.33 -1,843,920 -1,843,920 442,247,470 35.18 2.Shares with uncounditional subscription (1). Common shares in RMB 464,276,358 36.93 1,843,920 1,843,920 466,120,278 37.08 (2).foreign shares in domestic market 348,750,000 27.74 348,750,000 27.74 (3).Foreign shares in overseas market (4)other Total Shares with uncounditional subscription 813,026,358 64.67 1,843,920 1,843,920 814,870,278 64.82 3..Total of capital shares 1,257,117,748 100 1,257,117,748 100 Notes : (1) In the report period, 39 shareholders repaid 456,200 shares to Guangdong Communication Group Co., Ltd. as consideration. 435,314 state legal person shares and 20,886 domestic natural person shares were converted into state shares, were still the shares with limited sale conditions. (2) In the report period, 835,754 domestic legal person shares subject to sale restriction and 1,004,408 domestic natural person shares subject to sale restriction were listed for trading and converted into shares not subject to sale restriction on March 16, 2010. After judicial confirmation, 653,236 domestic legal person shares were converted into domestic natural person shares, which were still subject to sale restriction.105 (3) In the report period,senior executive of the Company sold 3,758 "senior executive shares". (29)Capital reserves Items Balance in year-begin Increase in this period Decrease in this period Balance in year-end Share capital premium 1,534,759,970.60 148,140.75 1,534,611,829.85 Other capital reserves 146,885.72 146,885.72 Total 1,534,906,856.32 148,140.75 1,534,758,715.57 Notes:The company acquisited 5% interest of Guangdong Expressway Technology Co., Ltd.On May 28, 2010, Lastly obtained long-term Equity investment on stocks capitalized cost and calculated the difference of identiy net assets portion from the beginning of consolidation under lastly shareholding ratio,adjust consolidation financial statement's capital reserve. (30)Surplus reserves Items Balance in year-begin Increase in this period Decrease in this period Balance in year-end Statutory Surplus reserves 130,342,184.11 130,342,184.11 Statutory commonweal fund Repertory fund Enterprise Development fund Other Surplus reserves Total 130,342,184.11 130,342,184.11 (31)Retained profit Items Amount Extraction or distribution of the ratio Before adjustment: Ratained profit at the end of last year 675,866,785.19 Adjustment: Ratained profit at the beginning of current year After Adjustment: Ratained profit at the beginning of current year Add:Net profit attributable to the owners of parent company 237,803,790.41 Less : Withdrawing statutory surplus public reserve106 Items Amount Extraction or distribution of the ratio Withdrawing statutory Discretionary surplus public reserve Common stock dividend payable 125,711,774.80 RMB 1.00 is to be paid for every 10 shares (Including tax ) Transferring into capital Retained profit at the end of this term 787,958,800.80 (32)Operating income and operating cost Report period Same period of the previous year Items Income Cost Income Cost Main operation 497,351,944.58 239,243,285.93 467,835,596.38 166,221,106.86 Other operation 3,708,005.21 2,368,914.18 3,981,153.37 1,438,571.39 Total 501,059,949.79 241,612,200.11 471,816,749.75 167,659,678.25 1.Main operating (Industry) 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 Highway Transportation 494,822,677.00 236,584,493.23 466,771,765.00 164,488,334.30 Other 2,529,267.58 2,658,792.70 1,063,831.38 1,732,772.56 Total 497,351,944.58 239,243,285.93 467,835,596.38 166,221,106.86 2.Main operating(Product) 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 Toll income 494,619,117.00 237,553,243.76 466,771,765.00 164,488,334.30 Other 2,732,827.58 1,690,042.17 1,063,831.38 1,732,772.56 Total 497,351,944.58 239,243,285.93 467,835,596.38 166,221,106.86 3. Main operating (Area) 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 Guangfo Expressway 138,148,247.00 91,196,692.55 132,732,823.00 44,984,731.03 Fokai Expressway 337,523,145.00 130,637,074.33 331,564,121.00 112,971,489.81 Jiujiang Bridge 19,947,725.00 15,115,028.20 2,474,821.00 6,532,113.46107 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 Other 1,732,827.58 2,294,490.85 1,063,831.38 1,732,772.56 Total 497,351,944.58 239,243,285.93 467,835,596.38 166,221,106.86 4. The revenue of our company’s main business is transport tolls; it is inapplicable for the top 5 clients’ operating income. (33)Business tax and subjoin Items Report period Same period of the previous year Standard Business tax 15,863,674.51 14,470,361.50 3%、5% Urban construction tax 752,414.04 724,075.36 7% Education surcharge 311,105.33 311,364.59 3% Other 737,643.57 28,170.75 Total 17,664,837.45 15,533,972.20 (35)Management expenses Items Report period Same period of the previous year Total Management expenses 47,100,615.59 47,896,913.39 Management expenses rate 9.40% 10.15% (36)Financial Expenses Items Report period Same period of the previous Interest expense 83,770,286.09 70,327,489.21 Less:Interest income 1,207,277.05 1,526,537.90 Exchange Income and loss 3,912.38 217.14 Other 338,168.64 55,404.15 Total 82,905,090.06 68,856,572.60 (37)Investment income 1. Investment income108 Items Report period Same period of the previous year Long-term equity investment income by costing Long-term equity investment income by equity method 190,006,307.13 125,642,159.44 Dispose the investment income from the long-term equity investments 7,116,070.43 Hold the investment income which gained from the transactional financial assets Gain the investment income from the held-to-maturity investment Hold the investment income during from available-for-sale financial assets Dispose the investment income from the transactional financial assets Dispose the investment income from the held-to-maturity investment Dispose the investment income from the available-for-sale financial assets Other Total 190,006,307.13 132,758,229.87 2. long-term equity investment incomes confirmed by equity method include: Unit Report period Same period of the previous year Reason to increase or decrease Guangdong Maozhan Expressway Co., Ltd. 10,558,130.38 1,262,018.02 Increase in net profit affiliated company Guangdong Guanghui Expressway Co., Ltd. 89,942,507.92 65,725,653.99 Increase in net profit joint venture Zhaoqing Yuezhao Highway Co., Ltd. 9,975,863.69 -269,974.56 Increase in net profit joint venture Guangzhou Xinlu -302,752.79 Previous term equity transfer Shenzhen Huiyan Expressway 25,949,602.19 27,255,734.23 Decrease in net profit affiliated company Jingzhu Expressway Guangzhu 66,221,849.58 50,786,607.06 Increase in net profit affiliated company109 Unit Report period Same period of the previous year Reason to increase or decrease Guangdong Jiangzhong Expressway 3,665,247.95 -97,377.19 Increase in net profit affiliated company Ganzhou Kangda Expressway -16,306,894.58 -18,717,749.32 Decrease in net profit affiliated company Total 190,006,307.13 125,642,159.44 3. Dispose the investment income from the long-term equity investments Unit Report period Same period of the previous year Reason to increase or decrease Guangzhou Xinlu 28,932.90 Previous term equity transfer Guangzhou Putian Zhongzhi 7,087,137.53 Previous term liquidation Total 7,116,070.43 4. There were no significant limits on investment income of the Company. (37)Loss for depreciation of assets Items Report period Same period of the previous year 1.Loss for bad debts 3,601,000.00 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 progress110 Items Report period Same period of the previous year 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 (39)Non-operation income 1. Non-operation income Items Report period Same period of the previous year 1. Total profits of non-current assets disposal 401,983.70 Including:Fixed asset disposal profits 401,983.70 Intangible asset disposal profits Debt restructuring profits Non-monetary assets exchange profit Donation income Government Subsidy 50,000.00 Check income Road permits claims income 1,026,052.59 908,097.53 Insurance claims income 14,425,000.00 Other 87,727.70 111,817.50 Total 15,990,763.99 1,019,915.03 2. Governmental subsidy details Items Report period Same period of the previous year Explanation Big tax-payer rewards 50,000.00 Our company had received the big tax-payer rewards from Guangzhou Baiyun District People’s Government (40)Non-Operation expense111 Items Report period Same period of the previous year Total of non-current asset Disposition loss 4,310,379.77 70,692.18 Incl: loss of fixed assets disposition 4,310,379.77 70,692.18 Loss of Intangible assets disposition Debt restructuring loss .External donor expenditure Donations for public welfare spending Special loss Check loss Fines and late fees expenses 187,686.92 81.28 Other 124,438.19 406,600.23 Total 4,622,504.88 477,373.69 (40)Income tax expenses Items Report period Same period of the previous year The current income tax calculated by the tax law and the relevant regulations 44,040,511.88 36,091,369.92 Adjustment of Deferred income tax 1,235,793.45 10,373,867.56 Total 45,276,305.33 46,465,237.48 (41)Calculation of Basic earnings per share and Diluted earnings per share Earnings per share Profit of the report period Basic earnings per share Diluted gains per share Net profit attributable to the Company’s shareholders with ordinary shares 0.19 0.19 January- June 2010 Net profit attributable to the company’s shareholders with ordinary shares after deductiong extraordinary gains or losses 0.18 0.18112 Net profit attributable to the company’s shareholders with ordinary shares 0.17 0.17 January- June 2009 Net profit attributable to the company’s shareholders with ordinary shares after deductiong extraordinary gains or losses 0.17 0.17 Earnings per share-basis Earnings per share-basis =P0÷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-recurring 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. 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 . (42)Note Cash flow statement 1. Other cash received from business operation Items Report period Newwork received toll income 461,281,517.68 Quality Guarantee Fund,Deposit 10,449,214.10 Interest income 1,207,277.05 Non-Operation income 1,096,682.29 Other 3,028,685.78 Total 477,063,376.90113 2. Other cash paid for business activities Items Report period Newwork received toll income 452,117,958.73 Quality Guarantee Fund,Deposit 21,106,494.77 Management expense 12,190,270.93 Current Account payments 5,542,226.00 Other 6,443,338.62 Total 497,400,289.05 (43)Supplement Information of Cash flow statement 1. Supplement Information of Cash flow statement Supplement Information Report period Same period of the previous year I.Adjusting net profit to net cash flow in operating activities Net profit 267,875,467.49 254,318,610.69 Add: Asset devaluation reserve provided 4,386,536.35 Fixed assets depreciation,Oil and gas depreciation, Produce matter depreciation 158,028,821.63 78,119,555.53 Amortization of intangible assets 3,761,384.58 3,561,042.00 Amortization of long-term expenses to be amortized 30,261.31 759,053.65 The loss from the disposal of fixed assets, intangible assets and other long-term assets 3,908,396.07 70,692.18 Loss from scrapping of fixed assets Loss from fair change Financial expenses 83,770,286.09 70,327,489.21 Investment loss -190,006,307.13 -132,758,229.87 decrease of deferred tax assets 572,270.05 Increase of deferred tax Liabilities 1,235,793.45 9,801,597.51 Decrease of inventories -55,808.85 156,956.53 Decrease of operating accounts receivable -85,821,617.60 -208,619,293.13 Increase of operating accounts payable 86,215,728.10 126,841,075.10 Other Net cash flow generated from operating activities 328,942,405.14 207,537,355.80 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 financing114 Supplement Information Report period Same period of the previous year III、Net increase of cash and cash equivalent Balance of cash at the end of the period 597,399,737.09 622,360,763.72 Less: Balance of cash at the beginning of the period 218,754,995.03 350,765,725.76 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 378,644,742.06 271,595,037.96 2. Relevant information of subsidiaries and other business units obtained or disposed in current period Items Report period Same period of the previous year 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 -6,614,226.51 Current assets 500,612.69 Non- Current assets 30,449.88 Current Liabilities 4,145,289.08 Non- Current Liabilities 3,000,000.00115 3. Composition of cash and cash equivalents: Items Balance in year-end Balance in year-begin I. Cash 597,399,737.09 218,754,995.03 Incl:Stock cash 112,723.48 331,104.12 Bank deposits which can be used at any time 584,495,129.51 215,687,322.68 Other monetary funds which can be used at any time 409,652.29 62,142.36 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 597,399,737.09 218,754,995.03 Incl:Parent company and subsidiaries in the group used the limited ash and cash equivalents 12,382,231.81 2,674,425.87 Notes: Ending cash and cash equivalents balance include the clearing account fund of use-restricted tolls were RMB 12,382,231.81. VI. Related parties and related transactions 1. Related parties (1).Particulars about the parent company of the Company Name Related parties Tyep Registered address Legal represen tative Nature Registrat ed capital The parent company of the Compan y's sharehol ding ratio The parent company of the Company’s vote ratio The ultimate controllin g party of the Company Orga nizati on Code Guangdong communica tion Group Co., Ltd Parent Compan y State owned Co., Ltd. No. 27, Baiyyun Road,Yuexiu District , Guangzhou. Zhu Xiaolin g Equity management, traffic infrastructur e 2,680,000 40.81% 40.81% Guangdo ng communi cation Group 72383 8552116 Name Related parties Tyep Registered address Legal represen tative Nature Registrat ed capital The parent company of the Compan y's sharehol ding ratio The parent company of the Company’s vote ratio The ultimate controllin g party of the Company Orga nizati on Code construction and railway project operation Co., Ltd Guangdong Communication Group Co., Ltd. is the largest shareholder of the Company. legal representative: Zhu Xiaoling. Date of establishment: June 23, 2000. As of June 30, 2010,Registered capital: RMB 26.8 billion. It is a solely state-owned limited company. Business scope:equity management, organization of asset reorganization and optimized allocation, raising funds by means including mortgage, transfer of property rights and joint stock system transformation, project investment, operation and management, traffic infrastructure construction, highway and railway project operation and relevant industries, technological development, application, consultation and services, highway and railway passenger and cargo transport, ship industry, relevant overseas businesses.118 2.Particulars of the subsidiaries Name Related parties Tyep Registered address Legal representative Nature Registrated capital The subsidiar ies of the Compan y's sharehol ding ratio The subsidiar ies of the Company’ s vote ratio Organiza tion Code Guangfo Expressway Co., Ltd. Subsidiary Limited liability Company(Taiwan, Hong Kong and Macao and in cooperation) Shabei West,Guangzhou Zhou Yuming Expressway Management 20,000 75% 75% 61740143- 7 Fokai Expressway Co., Ltd. Subsidiary Limited liability Company No.83, Baiyun Road, Yuexiu District ,Guangzhou Li Xiyuan Expressway Management 110,800 75% 75% 23112431- 8 Guangdong Expressway Technology Investment Co., Ltd. Wholly-Owne d subsidiary Limited liability Company (Foreign-invested enterprises and domestic join 4/F,Guangdong Expressway Building, No.85, Baiyun Road, Yuexiu District, Guangzhou Xiao Laijiu Investment in technical industries and provision of relevant consulting services 10,000 100% 100% 73145698- 4119 Name Related parties Tyep Registered address Legal representative Nature Registrated capital The subsidiar ies of the Compan y's sharehol ding ratio The subsidiar ies of the Company’ s vote ratio Organiza tion Code Guangzhou Putian Zhongzhi A subsidiary wholly-owned subsidiary Limited liability Company 2011, 2012 Room, No.201Huangpu West Road, Tianhe District, Guangzhou Cao Jianhong Research and development of electronic products and technical service. Wholesale trade. 500 60% 60% 71243167- 7120 3. Infornation of Joint venture and Affiliated company Name Type Regist rated addres s Legal represen tative Nature Registrated capital Held share proporti on (%) Voting proportion(%) End total assets End total liabilities End total net assets Total current revenues Current net profit Related parties orgabuzat uib code I. Joint venture 1.Guangdong Guanghui Expressway Co., Ltd. Limited liability Compa ny Guang zhou, Guang dong Liu Ganglia ng Expres sway Manag ement 2,351,678,000.00 30 30 6,422,755,648.13 3,754,880,758.60 2,667,874,889.53 761,208,182.84 299,808,3 59.74 Joint venture 70768541-0 2. Zhaoqing Yuezhao Highway Co., Ltd. Limited liability Compa ny(Tai wan, Hong Kong and Macao and in coopera tion) Zhaoq ing, Guang dong Wang Jiachen Expres sway Manag ement 818,300,000.00 25 25 2,773,344,536.06 1,990,761,600.64 782,582,935.42 123,376,469.70 41,354,71 8.66 Joint venture 70815700-3 3.Beijing Gelin Enze Limited liability Compa ny BeiJin g Wang Jianji Organi c fertiliz er produc tion and sell 20,000,000.00 35 35 25,925,805.89 16,707,626.85 9,218,179.04 Joint venture 75941162-2121 Name Type Regist rated addres s Legal represen tative Nature Registrated capital Held share proporti on (%) Voting proportion(%) End total assets End total liabilities End total net assets Total current revenues Current net profit Related parties orgabuzat uib code II. Affiliated company 1.Shenzhen Huiyan Expressway Co., Ltd. Limited liability Compa ny Shenz hen, Guang dong Xu Xiaoyan g Expres sway Manag ement 36,000,000.00 33.33 33.33 474,466,718.98 38,016,219.65 436,450,499.33 157,978,521.52 79,981,32 5.25 Affiliate d company 19220379-2 2.Guangdong Maozhan Expressway Co., Ltd. Limited liability Compa ny Guang zhou, Guang dong Li Jinfeng Expres sway Manag ement 1,120,000,000.00 20 20 2,808,445,472.91 2,128,602,831.46 679,842,641.45 211,664,938.00 52,790,65 1.90 Affiliate d company 70766863-7 3. Jingzhu Expressway Guanzhu Limited liability Compa ny(Tai wan, Hong Kong and Macao and in coopera tion) Guang zhou, Guang dong Lu Yaxing Expres sway Manag ement 580,000,000.00 20 20 4,343,908,155.79 3,025,248,976.71 1,318,659,179.08 580,258,516.99 350,440,4 62.19 Affiliate d company 61740144-5 4.Guangdong Jiangzhong Expressway Co., Ltd. Limited liability Compa ny Guang zhou, Guang dong Lu Yaxing Expres sway Manag ement 1,045,000,000.00 15 15 2,891,910,580.15 1,942,155,739.19 949,754,840.96 153,930,837.49 24,434,98 6.34 Affiliate d company 74296235-6 5.Ganzhou Kangda Expressway Other Limited liability Compa Ganzh ou, Jiangx i Yao Diming Expres sway Manag ement 600,000,000.00 30 30 1,871,698,819.75 1,565,032,214.75 306,666,605.00 14,906,369.00 -51,729,7 12.25 Affiliate d company 77239039-5122 Name Type Regist rated addres s Legal represen tative Nature Registrated capital Held share proporti on (%) Voting proportion(%) End total assets End total liabilities End total net assets Total current revenues Current net profit Related parties orgabuzat uib code ny 6.Ganzhou Gankang Expressway Co., Ltd. Limited liability Compa ny (State -owned holding ) Ganzh ou, Jiangx i Li Zequan Expres sway Manag ement 700,000,000.00 30 30 2,250,945,156.42 1,550,945,156.42 700,000,000.00 Affiliate d company 79946719-6 7.Guangdong Guangle Expressway Co., Ltd. Limited liability Compa ny (Foreig n-investe d enterpris es and domestic joint ventures ) Guang zhou, Guang dong Li Jinfeng Expres sway Manag ement 500,000,000.00 30 30 2,638,699,419.91 1,988,701,919.91 649,997,500.00 Affiliate d company 69693015-X124 4. Other Related parties Name Relation with the Company Organization Code Guangdong Expressway Co., Ltd. Fully owned subsidiary of the parent company 190330413 Guangdong Jingtong Enginneering Construction Group Co., Ltd. Fully owned subsidiary of the parent company 23111091X Guangdong Nanyue Logistics Co., Ltd. Fully owned subsidiary of the parent company 719285123 Guangdong Changda highway Co., Ltd. Fully owned subsidiary of the parent company 190334510 Guangdong Guanyue Luqiao Co., Ltd. Fully owned subsidiary of the parent company 231129768 Guangdong Hualu communication Technology Co., Ltd. Fully owned subsidiary of the parent company 736195293 Guangdong Shipping Planning and Design Institute Fully owned subsidiary of the parent company 45585776-4 Guangdong Xinyue Communication Investment Co., Ltd. Fully owned Grandson Company of the parent company 707656521 Guangdong Gaoda Property Development Co., Ltd. Fully owned Grandson Company of the parent company 707685592 Guangdong East Thinking Management Technology Development Co., Ltd. Fully owned Grandson Company of the parent company 724762107 Guangzhou Xinruan Computer Technology Co., Ltd. Fully owned Grandson Company of the parent company 725017352 Guangdong Communication Development Company Fully owned Grandson Company of the parent company 190324937 Guangdong Tongyi Expressway Services Area Co., Ltd. Fully owned Grandson Company of the parent company 724795996 Guangdong Lulutong Co., Ltd. Fully owned Grandson 231125505125 Name Relation with the Company Organization Code Company of the parent company Guangdong Zhanjiang Bay Bridge Co., Ltd. Fully owned Grandson Company of the parent company 74083612-9 Guangdong Xinlu Adverting Co., Ltd. Fully owned Grandson Company of the parent company 74707234-4 (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.126 2 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) Proportion (%) Amount (RMB) Proportion (%) 1. Operating costs Guangdong Guanghui Expressway Receiving labor Project fund Market price 900,000.00 0.37 750,000.00 0.45 Guangdong Changda highway Co., Ltd. Receiving labor Project fund Market price 19,387,567.00 8.02 21,701,488.00 12.94 Guangdong Shipping Planning and Design Institute Receiving labor Project fund Market price 1,800,000.00 0.74 Guangdong Guanyue Luqiao Co., Ltd. Receiving labor Project fund Market price 3,988,324.00 1.65 5,058,153.40 3.02 Guangdong Jingtong Enginneering Construction Group Co., Ltd. Receiving labor Project fund Market price 1,385,698.00 0.83 Subtotal of Operating costs 26,075,891.00 10.78 28,895,339.40 17.24 2. Management expenses Guangdong Gaoda Property Development Co., Ltd. Receiving labor Rent management Fee Market price 1,056,148.08 2.24 528,074.04 1.10127 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) Proportion (%) Amount (RMB) Proportion (%) Subtotal of Management expenses 1,056,148.08 2.24 528,074.04 1.10 3. Construction on process Guangdong Guanyue Luqiao Co., Ltd. Receiving labor Project fund Market price 39,385,426.00 7.76 2,581,113.00 0.74 Guangdong Changda highway Co., Ltd. Receiving labor Project fund Market price 131,801,028.00 25.97 77,849,162.00 22.46 Guangdong Expressway Co., Ltd. Receiving labor Project fund Market price 12,259,411.91 3.54 Guangdong Hualu communication Technology Co., Ltd. Receiving labor Project fund Market price 480,252.00 0.14 Subtotal of Construction on process 171,186,454.00 33.73 93,169,938.91 26.88 Total 198,318,493.08 122,593,352.35 3. Related transactions on sale 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 关联交易定 价方式及决 策程序 Amount (RMB) Proportion (%) Amount (RMB) Proportion (%) 1. Operating128 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 关联交易定 价方式及决 策程序 Amount (RMB) Proportion (%) Amount (RMB) Proportion (%) income Guangdong Expressway Co., Ltd. Receiving labor Project fund Market price 301,838.52 0.06 Zhaoqing Yuezhao Highway Co., Ltd. Receiving labor Project fund Market price 445,158.00 0.09 Guangdong Guanyue Luqiao Co., Ltd. lease Lease exprese Market price 133,860.00 0.03 Total 880,856.52 0.18 4.Other Relationships Transactions (1)The 3rd meeting of the sixth board of directors of the Company was held on April 22,2010, The meeting examined and adopted the Proposal for Borrowing Entrusted Loan from Guangdong Guanghui Expressway Co., Ltd. ,The Company was approved to apply to Guanghui Company for an entrusted loan. The amount of loan is RMB One Hundred and Five Million Only (RMB 105,000,000.00) and the term of loan is half a year. The interest rate of loan is the loan rate quoted by People's Bank of China in the same period at 10% discount. The principal and interest of loan will be repaid in lump sum on the maturity day. After expiration of the loan, the Company may renew the entrusted loan contract with Guanghui Company with loan term and loan interest rate remaining unchanged. As of June 30, 2010, The Company has not borrowed the above-mentioned entrusted loan from Guangdong Guanghui Expressway Co., Ltd. (2)Our controlled subsidiary company guang-fo highway Co., Ltd. is building an extension for the section from yayao to xiebian. May 20, 2005,Guang-fo highway Co., Ltd. and Guangdong province highway Co.,Ltd. had signed 《the agreement of construction and management entrustment in Guang-fo highway extension project for the section from yayao to xiebie》in Guangzhou. This agreement and its complementary agreement had been approved and made effective by the resolutions of the 2nd provisional shareholders’ meeting held by our company in Feb. of 2008. According to above agreement, Guang-fo highway Co.,Ltd. will entrust the construction and management of Guang-fo highway extension project for the section from yayao to xiebie to Guangdong province highway Co.,Ltd. and will pay the construction & management Fee of entrustment. As of June 30, 2009,Our controlled subsidiary company guang-fo highway Co., Ltd. should pay construction & management Fee of entrustment to Guangdong Expressway Co.,Ltd. This extension project has been finished and was commissioning in December 23,2009.129 (3)Our controlled subsidiary company Guangdong province fo-kai highway Co.,Ltd. is planning to carry out expansion & reconstruction for the section from xiebian to sanbao. On May 20, 2005,Guangdong province fo-kai highway Co.,Ltd. and Guangdong province highway Co.,Ltd. had signed《the agreement of construction and management entrustment in fo-kai highway extension project for the section from xiebian to sanbao》. This agreement and its complementary agreement had been approved and made effective by the resolutions of the 2nd provisional shareholders’ meeting held by our company in Feb. of 2009. According to the above agreement, Guangdong province fo-kai highway Co.,Ltd. will entrust the construction and management of fo-kai highway extension project for the section from xiebian to sanbao to Guangdong province highway Co.,Ltd. and Guangdong province fo-kai highway Co.,Ltd. will pay the construction & management Fee of entrustment to Guangdong province highway Co.,Ltd. (4)On June 15, 2007,The 325 Jiujiang Bridge collapsed for “Yueguijii 035” collision owned by the controlling subsidiary of the company Guangdong Fokai Expressway Company and the un-collapsed part has serious damage in structure. One of the shareholders of Guangdong Fokai Expressway Company, Guangdong Provincial Expressway Company, established National Road 325 Jiujiang Bridge Restoration Project Office on June 18,2007, responsible for the repair works of Jiujiang Bridge and related management work. The restoration has been finished and was open in June 10, 2009. 5. Payables and receivables of the related party Name Related party Amount at year end Amount at year beginning Account receivable Guangdong Lulutong Co., Ltd. 18,004.85 18,004.85 Guangdong Zhanjiang Bay Bridge Co., Ltd. 19,756.00 19,756.00 Zhaoqing Yuezhao Highway Co., Ltd. 208,851.50 Subtotal 246,612.35 37,760.85 Prepayment Guangdong Guanyue Luqiao Co., Ltd. 29,487,527.00 29,487,527.00 Guangdong Changda Highway Engineering Co., Ltd. 95,279,811.60 100,633,122.60 Guangdong Nanyue Logistucs Co., Ltd. 143,352,557.47 70,456,772.62 Guangdong Jingtong Highway Engineering Comapny 22,560,679.00 28,958,024.00 Guangdong Communication Development Company 805,868.80 Subtotal 291,486,443.87 229,535,446.22 Other receivable Guangdong Guanghui Expressway Co., Ltd. 500,000.00 500,000.00 Xinyue Communication Investment Co., Ltd. 2,158.60 2,158.60 Guangdong Gaoda Preperty Development Co., Ltd. 87,000.00 91,500.00130 Name Related party Amount at year end Amount at year beginning Beijing Gelin Enze 12,220,079.91 12,220,079.91 Guangdong Tongyi Expressway Services Area Co., Ltd. 38,044.18 Zhaoqing Yuezhao Highway Co., Ltd. 250,000.00 250,000.00 Guangzhou Putian Zhongzhi 3,601,000.00 3,601,000.00 Guangdong Zhanjiang Bay Bridge Co., Ltd. 11,428.86 11,428.86 Subtotal 16,671,667.37 16,714,211.55 Account payable Guangdong Changda highway Co., Ltd. 45,560,410.22 47,471,604.22 Guangdong Jingtong Enginneering Construction Group Co., Ltd. 17,509,152.00 1,624,000.00 Guangdong Guanyue Luqiao Co., Ltd. 16,035,184.00 19,468,667.00 Guangdong Expressway Co., Ltd. 13,931,764.11 13,728,261.18 Guangdong Communication Development Co., Ltd. 7,283,943.00 10,377,100.80 Guangdong Hualu communication Technology Co., Ltd. 1,545,624.00 1,618,891.00 Guangdong Guanghui Expressway Co., Ltd. 900,000.00 Guangdong East Thinking Management Technology Development Co., Ltd. 207,804.00 207,804.00 Xinyue Communication Investment Co., Ltd. 116,662.64 1,516,312.54 Guangzhou Putian Zhongzhi 99,447.00 99,447.00 Subtotal 103,189,990.97 96,112,087.74 Advance account Zhaoqing Yuezhao Highway Company 189,865.00 189,865.00 Guangdong Expressway Co., Ltd. 1,297,905.64 1,599,744.16 Subtotal 1,487,770.64 1,789,609.16 Other payable Guangdong Changda highway Co., Ltd. 53,190,651.59 41,268,881.04 Guangdong Expressway Co., Ltd. 29,571,684.64 20,500,371.33 Guangdong Guanyue Luqiao Co., Ltd. 16,902,706.72 16,845,528.02 Guangdong Jingtong Enginneering Construction Group Co., Ltd. 9,050,844.00 6,408,067.00131 Name Related party Amount at year end Amount at year beginning Guangdong Communication Development Company 3,283,357.95 3,238,970.95 Xinyue Communication Investment Co., Ltd. 972,872.10 1,783,873.10 Guangdong Shipping Planning and Design Institute 587,876.20 549,279.00 Guangdong Hualu communication Technology Co., Ltd. 264,900.50 173,633.50 Guangzhou Putian Zhongzhi 170,923.84 170,923.84 Guangzhou Xinruan Computer Technology Co., Ltd. 59,100.00 59,100.00 Shenzhen Huiyan Expressway Co., Ltd. 34,989.00 34,989.00 Guangdong Xinlu Adverting Co., Ltd. 30,000.00 30,000.00 Guangdong East Thinking Management Technology Development Co., Ltd. 3,097.00 3,097.00 Guangdong Tongyi Expressway Services Area Co., Ltd. 1,665.81 Subtotal 114,124,669.35 91,066,713.78 VII. Contingency (1)Pending aciton or arbitrationformative or indebted There is no event happened in this accounting period. (2)The contingent liabilities formed by the debt guarantee provided by related parties and other units There is no event happened in this accounting period. (3)Other Events There is no event happened in this accounting period. VIII. Commitment events . (I) The foreign investment contracts which had signed but not fulfilled or not completely fulfilled and the related financial expenditure. 1. The controlling Subsidiary of the Company Fokai Expressway Co., Ltd is expanding the construction of Yayao Xiebian Yayao – Xiebian. On May 22, 2007, Guangdong Development & Reform Commission issued Gaijiaoyun [2007] No.1119 File, the Official Reply to the approval of the project of Guangdong Xiebian-Sanbao Highway Expansion Construction from State Development and Reform Commission: Approved the expansion project of Xiebian- Sanbao132 Highway, with the investment of the project for 3.71 billion Yuan, of which: the capital 1.47 billion Yuan by the Guangdong Fokai Expressway Co., Ltd, the remaining funds 2.24 billion Yuan by loans from domestic banks. On April 3, 2008, State Highway Traffic Department released TAC [2008]No. 16th,: 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. The Company held the second provisional Shareholders’ General meeting on September 28, 2009 , The meeting examined and adopted to review and approve the Motion of Investing in 30% Equity of Guangzhou-Lechang Expressway Project. The board of directors consented to invest RMB2,561.914 million in 30% equity of Guangzhou-Lechang highway project. Total investment and capital invested by shareholders shall be the final accounts approved by the competent government authority. As of June 30, 2010, The company has invested accumulated RMB 339.9975 million. 3. 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 of June 30, 2010, the fund of the Company has not invested yet. 4. 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 registered 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 of June 30, 2010, Department. the fund of the Company has not invested yet. (II)Contingent liability formed by providing debt guarantee to other unit and its influence on finance 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. IX. Post-balance-sheet issues. No post-balance-sheet issue with the company up to the date of this report.133 X. 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 Maritime 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. On May 24, 2010,Jiujiang Bridge Branch of Guangdong Fokai Expressway Co., Ltd. signed Compensation Agreement with International Insurance Dept. of Guangdong Branch of PICC Property and Casualty Co., Ltd. Both parties reached agreement on insurance indemnity scheme through consultation. After full payment of RMB 111.75 million, the liability of the insurer for compensation in respect of this insurance accident will be cancelled according to law. According to the provisions of Accounting Standards for Business Enterprises and relevant clauses of the insurance contract, Jiujiang Bridge Branch of Guangdong Fokai Expressway Co., Ltd. wrote off the net asset value of Jiujiang Bridge with compensation of RMB 97.3250 million for reconstruction project and accounted for the compensation of RMB 14.4250 million for expenses on disposal of debris as non-operating income for current period. 2. 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 advance134 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 [Guangdong DFTEC 2008 No. 425] made by Department of Foreign Trade and Economic Co-operation of Guangdong Province. The court noticed our company to participate the lawsuit as the third party which has stake in the result of this case. This lawsuit held a hearing on Jan. 18th ,2010, there is no judgment was made till now. On April 15, 2010, Guangzhou Tianhe District People's Court made (2010) Tian Fa Xing Chu Zi No.9 administration judgment and rejected the Plaintiff's claim. The Plaintiff refused to accept the judgment for the first instance and instituted an appeal. On July 5, 2010, Guangzhou Intermediate People's Court conducted court inquiry. 3. On Fubruary 23, 2009,As the common applicant, Guangdong Expressway Technology Investment Co., Ltd. and Guangzhou branch of CHINA MINSHENG BANKING CORP.,LTD. had lodged a lawsuit in the Guangzhou municipal Intermediate People's Court against Guangzhou Putianzhongzhi Technology Industrial Co., Ltd. and applied for the bankruptcy and liquidation in Guangzhou Putianzhongzhi Technology Industrial Co., Ltd. as it can’t pay back the due debts, On Jun. 3rd, 2009, the court made the judgment and accept the bankruptcy and liquidation application from applicant and appointed Guangdong Guangda Law Firm as the custodian of Guangzhou Putianzhongzhi Technology Industrial Co., Ltd. The custodian had provided on Nov.16th, 2009 and applied to the court for closing the case. On Nov. 30th, 2009, Guangzhou municipal Intermediate People's Court made the civil ruling paper (Guangdong IPC civil bankruptcy 2009 No. 4-8), (1) This judgment will end the bankruptcy and liquidation procedures on Guangzhou Putianzhongzhi Technology Industrial Co., Ltd. (2) The custodian of Guangzhou Putianzhongzhi Technology Industrial Co., Ltd. should take this judgment to its original registration authority for cancelling its registration. the registration cancellation of Guangzhou Putianzhongzhi Technology Industrial Co., Ltd. is in processing. XI. Parent company financial statements (1)Other receivables 1. Type analyse: Amount in year-end Amount in year-begin Book Balance Bad debt povision Book Balance Bad debt povision Type Amount Propo rtio( %) Amount Proport io(%) Amount Propo rtio( %) Amount Propo rtio( %) Individually significant accounts receivable 33,198,382.12 85.21 33,198,382.12 95.24 33,198,382.12 86.78 33,198,382.12 95.24 Account receivablewhich are not individually significant but are assessed at high risk level through credit risk combination Othe 5,762,049.38 14.79 1,658,571.80 4.76 5,055,891.41 13.22 1,658,571.80 4.76136 Amount in year-end Amount in year-begin Book Balance Bad debt povision Book Balance Bad debt povision Type Amount Propo rtio( %) Amount Proport io(%) Amount Propo rtio( %) Amount Propo rtio( %) non-materialreceiva bles Total 38,960,431.50 100 34,856,953.92 100 38,254,273.53 100 34,856,953.92 100 2. There is no significant amount or the test of depreciation of value of bad debts provision of accounts receivable at the ending. Other receivables Book balance Amount of bad debts Proportion (%) Reasons Kunlun Securities Co., Ltd. 33,198,382.12 33,198,382.12 100.00% Notes Total 33,198,382.12 33,198,382.12 Notes : For the balance amount of our company’s security trading settlement funds RMB 33.68377479 million deposited in Kunlun Securities Co., Ltd., The Xi’Ning municipal Intermediate People's Court of Qinghai Province had made the judgment in accordance with the law and declared on Nov. 11st, 2006 that Kunlun Securities Co., Ltd. was bankrupted for debt payment. In Mar. of 2007, the liquidating group of Kunlun Securities preliminary judged the relationship between our company and Kunlun Securities Co., Ltd. is debtor creditor relationship. As Kunlun Securities Co., Ltd. was bankrupted for debt payment and it is in serious insolvency, our company had moved the security trading settlement funds deposited in Kunlun Securities Co., Ltd., to other receivables account for reflection, we also have made full amount provision for bad debts based on conservatism principle. The recovered debt amount in 2008 is RMB 485,392.67 which had been offset from the provision for bad debts. 3. The cancellation after verification on other accounts receivable in the current 4. The top five companies in the amount of other receivables and the large amount of other nature and content of receivables at the ending. Name Relationship with the Company Amount Aging The proportion of the total of other receivables (%) Nature or content Kunlun Securities Co.,Ltd No relationship 33,198,382.12 Over 5 years 85.21 “XI(I)2, Notes” Heshan Transportation real estate Development Company No relationshi p 1,470,000.00 Over 5 years 3.77 Current account Guangdong Xingyu Law No 1,278,604.11 Within 2 3.28 Advance by the Equity137 Name Relationship with the Company Amount Aging The proportion of the total of other receivables (%) Nature or content office relationshi p years Transfer fee and stamp of shareholders to payable associated costs Guangdong Finance No relationship 1,030,997.04 Within 2 years 2.65 Advance by the Equity and transaction fees of shareholders to payable associated costs Yixing Jinchen Gift Co., Ltd’ No relationship 283,200.00 Within 1 years 0.73 Current account Total 37,261,183.27 95.64 5. There was no other receivable due from shareholders with more than 5% (including 5%) of the voting shares of the Company. 6.The accounts receivable from the Related parties Name Relationship with the Company Relationship with the Company The proportion of the total of other receivables (%) Guangdong Gaoda Property Development Co., Ltd. The controlling grandson company 87,000.00 0.22 Total 87,000.00 0.22138 (II) Long- term s equity investment Name Account method Initial amount Balance in year-begin Increase/decreas e Balance in year-begin Shareholdd ing percentage( %) Voting percentage (%) Instruction Impairment proision Current provisi on Current cash dividend Guangdong Guanghui Expressway Co., Ltd. Equity method 705,503,400.00 784,133,616.22 16,228,850.65 800,362,466.87 30% 30% 73,713,657.27 Zhaoqing Yuezhao Highway Co., Ltd. Equity method 183,690,616.22 225,653,566.64 -14,487,713.63 211,165,853.01 25% 25% 24,463,577.32 Shenzhen Huiyan Expressway Equity method 14,024,586.42 195,764,733.87 -34,050,397.81 161,714,336.06 33.33% 33.33% 60,000,000.00 Guangdong Maozhan Expressway Equity method 224,000,000.00 125,410,397.91 10,558,130.38 135,968,528.29 20% 20% Jingzhu Expressway Guanzhu Equity method 66,779,449.38 464,974,371.27 -47,237,195.93 417,737,175.34 20% 20% 113,459,045.51 Guangdong Jiangzhong Expressway Co., Ltd. Equity method 156,750,000.00 138,797,978.21 3,665,247.95 142,463,226.16 15% 15% Ganzhou Kangda Expressway Equity method 165,820,322.53 155,323,069.64 -16,306,894.58 139,016,175.06 30% 30% Ganzhou Gankang Expressway Co., Ltd. Equity method 210,000,000.00 165,000,000.00 45,000,000.00 210,000,000.00 30% 30% Guangdong Guangle Expressway Equity method 339,997,500.00 30,000,000.00 309,997,500.00 339,997,500.00 30% 30%139 Name Account method Initial amount Balance in year-begin Increase/decreas e Balance in year-begin Shareholdd ing percentage( %) Voting percentage (%) Instruction Impairment proision Current provisi on Current cash dividend Subtotal of Equity method 2,066,565,874.55 2,285,057,733.76 273,367,527.03 2,558,425,260.79 -- -- -- 271,636,280.10 Guangfo Expressway Cost method 154,982,475.25 154,982,475.25 154,982,475.25 75% 75% 19,662,486.37 Guangdong Fokai Expressway Cost method 864,939,211.85 864,939,211.85 864,939,211.85 75% 75% 10,524,812.19 Guangdong Expressway Technology Investment Co., Ltd. Cost method 94,811,882.42 94,811,882.42 920,000.00 95,731,882.42 100% 100% Huazheng Asset Management Co., Ltd.(Notes1) Cost method 1,620,000.00 1,620,000.00 1,620,000.00 0.54% 0.54% 1,393,200.00 Huaxia Securities Co., Ltd(Notes 2) Cost method 5,400,000.00 5,400,000.00 5,400,000.00 0.27% 0.27% 5,400,000.00 China Everbright Bank Cost method 528,000,000.00 528,000,000.00 528,000,000.00 0.72% 0.72% Subtotal of cost method 1,649,753,569.52 1,649,753,569.52 920,000.00 1,650,673,569.52 -- -- -- 6,793,200.00 30,187,298.56 Total 3,716,319,444.07 3,934,811,303.28 274,287,527.03 4,209,098,830.31 -- -- -- 6,793,200.00 301,823,578.66 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 14,140 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.141 (III) Operating income and operating cost Items Report period Same period of the previous year Main Operating income Other operating income 6,015,720.00 3,600.00 Operating cost 232,106.70 Total 5,783,613.30 3,600.00 (IV) Investment income 1. Investment income Items Report period Same period of the previous year Long-term equity investment income by costing 30,187,298.56 127,661,678.93 Long-term equity investment income by equity method 190,006,307.13 125,944,912.23 Dispose the investment income from the long-term equity investments hold the investment income which gained from the transactional financial assets Gain the investment income from the Hold the investment income during from Dispose the investment income from the transactional financial assets Dispose the investment income from the held-to-maturity investment Dispose the investment income from the available-for-sale financial assets Other Total 220,193,605.69 253,606,591.16142 2. long-term equity investment incomes confirmed by Cost method include: Unit Report period Same period of the previous year Reason to increase or decrease Guangfo Expressway 19,662,486.37 86,417,103.78 Decrease the cash dividend distribution subsidiary Guangdong Fokai Expressway 10,524,812.19 41,244,575.15 Decrease the cash dividend distribution subsidiary Total 30,187,298.56 127,661,678.93 3. long-term equity investment incomes confirmed by equity method include: Unit Report period Same period of the previous year Reason to increase or decrease Guangdong Maozhan Expressway 10,558,130.38 1,262,018.02 Increase in net profit affiliated company Guangdong Guanghui Expressway 89,942,507.92 65,725,653.99 Increase in net profit joint venture Zhaoqing Yuezhao Highway Co.,Ltd. 9,975,863.69 -269,974.56 Increase in net profit joint venture Shenzhen Huiyan Expressway 25,949,602.19 27,255,734.23 Increase in net profit affiliated company Jingzhu Expressway Guangzhu 66,221,849.58 50,786,607.06 Increase in net profit affiliated company Guangdong Jiangzhong Expressway 3,665,247.95 -97,377.19 Increase in net profit affiliated143 Unit Report period Same period of the previous year Reason to increase or decrease company Ganzhou Kangda Expressway -16,306,894.58 -18,717,749.32 Decrease in net profit affiliated company Total 190,006,307.13 125,944,912.23 4. There were no significant limits on investment income of the Company. (V). Supplement Information of Cash flow statement Supplement Information Report period Same period of the previous year I.Adjusting net profit to net cash flow in operating activities Net profit 182,063,482.36 228,371,833.46 Add: Asset devaluation reserve provided Fixed assets depreciation,Oil and gas depreciation, Produce matter depreciation 699,545.27 716,137.75 Amortization of intangible assets Amortization of long-term expenses to be amortized The loss from the disposal of fixed assets, intangible assets and other long-term assets -238,066.70 Loss from scrapping of fixed assets Loss from fair change Financial expenses 23,853,357.57 1,652,609.24 Investment loss -220,193,605.69 -253,606,591.16 Decrease of deferred tax assets Increase of deferred tax Liabilities Decrease of inventories Decrease of operating accounts receivable -706,157.97 28,241,192.41 Increase of operating accounts payable -34,377,642.78 41,719,590.31 Other Net cash flow generated from operating activities -48,899,087.94 47,094,772.01 II.Investment and financing activities not involving cash receipts144 XII.Supplement Information (1) Items of Non-recurring Gains & Losses Items Amount Explanation Gain/loss form disposal of non-current assets and Provision for impairment of assets including the preparation of the write-off part . 10,114,620.23 The compensation for the expenses on disposal of debris of Jiujiang Bridge was accounted for as non-operating income in current period. Non-operating expenses increased due to Fokai Expressway’s removal of two old fly-over bridges for expansion and abandonment of net asset value. Tax refund, deduction and exemption that is examined and approved by authority exceeding or has no official approval 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 224,012,998.01 239,631,811.27 Less: Balance of cash at the beginning of the period 113,474,208.24 41,195,556.89 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 110,538,789.77 198,436,254.38145 document. 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. Capital occupation fee collected from non-financial organizations and accounted as current gain/loss. Gain/loss generated when the consolidation costs is less then the recognizable fair value attributable to the Company. Non-monetary asset exchange gain/loss. Gain/loss investment of Commission Asset impairment provisions for force major such as natural disasters Gain/loss from debt reorganization Enterprise reorganization expenses, such as payment to stuff placement and consolidation expenses Gain/loss from trades obviously departed from fair value Net gain/loss of current term from consolidation of subsidiaries under common control from beginning of term to the consolidation date Gain/loss from debt forcasting without connection to the main business operation 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; Single impairment test for impairment of receivables transferred back to preparation Commissioned external loans by the Gain/loss (The use of fair value measurement model of follow-up to the fair value of real estate investment gains and losses arising from changes 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; Entrusted with the operating of the trust to obtain fee income Net amount of non-operating income and expense except the aforesaid items 1,253,638.88 Other non-recurring Gains/loss items Amount of influence of minority interests -2,812,782.34146 Amount of influence of income tax -2,113,268.68 Total 6,442,208.09 Notes : Non-current items listed by before tax amount (2)Return on net assets and earnings per share Earnings per share(RMB) Profit of the report period Return on net assets, Weighted (%) Fully diluted Weighted average Net profit attributable to the owners of Company. 6.43% 0.19 0.19 Net profit attributable to the owners of Company after deducting of non-recurring gain/loss. 6.26% 0.18 0.18 1.Calculation process The following data is calculated by these formula: Weighted average return on equity Weighted average return on equity=P0/(E0+NP÷2+Ei×Mi÷M0–Ej×Mj÷M0±Ek×Mk ÷M0) Of which:Po 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 is the net profit, which is about repurchase during the report or cash dividend reduce, and belongs to company common shareholders.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. Under the same control with business combination during the report, when calculated the weighted average net assets yields, the net profit of the combined party has weighted from the beginning of the report; when calculated the deducting after non-recurring gains and losses weighted average return on equity, the net profit of the147 combined party started weighted from the next month of the merger date. When calculated the weighted average net assets return on equity during the period, the net profit of the combined party and the net asset started on weighted from the beginning of the comparative period; when calculated the deducting weighted average return on equity of non-recurring gains and losses from the comparative period, the net asset of the combined party not weighted. (The weight is zero) (3)Earnings per share-basis Earnings per share-basis Earnings per share-basis=P0÷S S=S0+S1+Si×Mi÷M0–Sj×Mj÷M0-Sk Of which:Po refers to net profit attributable to shareholders holding ordinary shares or net profitattributable to shareholders holding ordinary shares after deducting non-recurring 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. Earnings per share-diluted Earnings per share-diluted=P1/(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:P1 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. It has no dilutive at present but it may have dilutive potential common shares after. There is no event happened in this accounting period. 3. Between the date of the balance sheet to the approved date of financial report, the company issued the number of common shares or potential common shares have a great variation.148 There is no event happened in this accounting period. (3)The anomalies and the explanation of our main financial statements project 1. The unusual amount or the abnormal changes in the comparative period in the financial statement project Items Balance in year-end Balance in year-begin Percentage in total asset Variable Ratio Alteration reason Money fund 597,399,737.09 218,754,995.03 6.00% 173.09% The net cash inflow from operating activities and financing activities is greater than the net cash outflow from investing activities. Account receivable 25,668,410.95 11,873,742.02 0.26% 116.18% Guangdong United Electronic Charging Co., Ltd. failed to timely make transfer so that the accounts receivable at the end of current period increased. Dividends receivable 69,459,045.51 0.70% Dividends receivable from Jingzhu Expressway Guangzhu Section Co., Ltd. that was not received increased in current period. Prepayments 364,331,582.77 292,435,314.87 3.66% 24.59% Due to expansion of Fokai Expressway, the prepayment for engineering materials increased at the end of period. Long-term equity investments 3,086,652,060.79 2,813,284,533.76 30.99% 9.72% Investment totaling RMB 355 million was made into Ganzhou Gankang Expressway Co., Ltd., Guangdong Guangle149 Items Balance in year-end Balance in year-begin Percentage in total asset Variable Ratio Alteration reason Expressway Co., Ltd. in current period. Fixed assets 3,824,298,700.93 4,075,251,730.31 38.40% -6.16% Net fixed assets decreased in current period due to receipt of compensation for project reconstruction that wrote off fixed assets and provision for depreciation of fixed assets. Construction-in-progress 1,881,469,204.85 1,388,953,103.98 18.89% 35.46% The expansion project of Fokai Expressway was not completed in current period so that construction in progress increased. Short-term loans 500,000,000.00 654,000,000.00 5.02% -23.55% The amount of repayment of short-term loans is greater than the amount borrowed. Account payable 183,443,464.74 159,018,048.20 1.84% 15.36% Due to the expansion of Fokai Expressway , payable payment for projects increased. Staff Remuneration Payables 2,154,928.28 4,765,766.41 0.02% -54.78% The remuneration for which provision was made in the previous year was paid in current period. Tax payable 22,647,492.26 4,159,074.15 0.23% 444.53% Unpaid taxes for which provision was made increased. Interest payable 37,371,133.91 16,523,915.41 0.38% 126.16% Long-term loans increased in current period so that end-of-period interest payable increased.150 Items Balance in year-end Balance in year-begin Percentage in total asset Variable Ratio Alteration reason Dividends payable 144,958,039.81 13,205,176.58 1.46% 997.74% The dividends of the Company for 2009 has not been paid. Long-term loans 3,675,964,803.54 2,820,874,803.54 36.91% 30.31% Due to the expansion of Fokai Expressway, long-term loans increased correspondingly. 2.The unusual amount or the abnormal changes in the items of the income statement Items Balance in year-end Balance in year-begin Percentage in total asset Variable Ratio Alteration reason Operating income 501,059,949.79 471,816,749.75 160.01% 6.20% Jiujiang Bridge was open to traffic after completion of repair in June 2009 and Guangfo Expressway was open to traffic after completion of expansion at the end of 2009. As a result, toll income increased. Operating costs 241,612,200.11 167,659,678.25 77.15% 44.11% Jiujiang Bridge was open to traffic after completion of repair in June 2009 and Guangfo Expressway was open to traffic after completion of expansion at the end of 2009.The original value of expressway assets and vehicle traffic volume increased so151 Items Balance in year-end Balance in year-begin Percentage in total asset Variable Ratio Alteration reason that the provision for depreciation made on basis of vehicle traffic volume increased. Administrative expenses 47,100,615.59 47,896,913.39 15.04% -1.66% The administrative expenses in two periods were basically the same. Financial expenses 82,905,090.06 68,856,572.60 26.47% 20.40% The Company issued corporate bonds in September 2009 so that the financial expenses on corporate bonds increased year by year. Investment income 190,006,307.13 132,758,229.87 60.68% 43.12% The net profits of the joint venture companies and affiliated companies increased so that the Company's investment income accounted for on equity basis increased. Non-operating income 15,990,763.99 1,019,915.03 5.11% 1467.85% The compensation for the expenses on disposal of debris of Jiujiang Bridge was accounted for as non-operating income in current period. Non-operating expenses 4,622,504.88 477,373.69 1.48% 868.32% Fokai Expressway removed 2 old fly-over bridges for expansion and abandoned net asset value so that152 Items Balance in year-end Balance in year-begin Percentage in total asset Variable Ratio Alteration reason non-operating expenses increased. Income tax expense 45,276,305.33 46,465,237.48 14.46% -2.56% Current income tax expense remains the same as last term. XIII. The approval of financial reports The report of the financial statements was approved by all directors of the board of directors of the Company on August 6 ,2010.Documents Available for Inspection 153 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 6, 2010.