Guangdong Provincial Expressway Development Co.,Ltd. The First Quarterly Report 2009 §I Important Statement 1.1 The Board of Directors , Supervisory Committee ,Directors , Supervisors, Senior Executives of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. 1.2 The financial report of the Company in this quarterly Report period has not been audited. 1.3. Mr.Zhou Yuming, board chairman of the Company, Mr.Li Xiyuan, the person in charge of financial accounting organ, Mr. Xiao Laijiu , Manager of Financial Dept represent and warrant the financial report in this quarterly report is true and complete. §2 Basic Information 2.1 Main accounting Highlights and financial indexes Unit:RMB At the period-end of this At the period-end of last year Increase /decrease(%) Total assets 7,848,799,905.17 7,299,537,500.43 7.52% Owner’s equity attributable to the parent company 3,402,523,310.69 3,421,104,860.21 -0.54% Stock capital 1,257,117,748.00 1,257,117,748.00 0.00% Net assets per share attributable to the parent company 2.71 2.72 -0.37% Amount of current period Amount of the same period in last year Increase /decrease(%) Total turnover 234,100,719.58 248,709,080.78 -5.87% Net profit attributable to owners of parent company 107,130,225.28 114,758,528.12 -6.65% Net cash flow arising from operating activities 52,260,171.41 67,825,120.01 -22.95% Net cash flow per share arising from operating activities 0.04 0.05 -20.00% Basic earnings per share 0.09 0.09 0.00% Diluted earnings per share 0.09 0.09 0.00% Return on net assets 3.15% 3.34% -0.19% Return on net assets after deducting non-recurring gains and losses 3.14% 3.77% -0.63% 1Items of non-current gains and losses Year begin to end of report period Gains and losses from the disposal of non-current assets -28,854.14 Other non-operating income and expenditure beside for the above items 239,661.93 Amount of influence of the above items on income tax. -48,155.81 Total 162,651.98 Explanation Items of non-current gains and losses: No 2.2 Total number of shareholders in the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit:shares Total number of shareholders in the end of the report period 113,139 Share held by the top ten shareholders with unrestricted conditions Name of shareholder Amount of unrestricted shares held Type of shares Guangdong Communication Group Co., Ltd. 103,379,742 RMB common shares 102 Portfolio of National Social Security Fund 13,000,000 RMB common shares Guangdong Yuecai Trust Investment Co., Ltd. 12,174,345 RMB common shares Xinyue Co., Ltd. 11,935,757 RMB common shares China Construction Bank-Guotai Jinding Valuechosen mixed Securities Investemnt Fund 7,111,630 Foreign shares placed in domestic exchange China Life insurance Co., Ltd.-Dividend-Individual dividend-005-FH002 Shen 4,999,958 RMB common shares NATWEST SECURITIES HONG KONG LIMITED 2,870,539 RMB common shares Hu Airong 2,724,187 Foreign shares placed in domestic exchange Chen Huidong 2,425,071 RMB common shares Lu Weiqiang 2,282,648 Foreign shares placed in domestic exchange §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ Applicable □ Not applicable 1.The ending balance of monetary capital is RMB 544.11 million, which is composed of the following items: The balance of monetary capital at beginning of year is RMB 350.77 million. The net amount of cash flows from operating activities for the report period is RMB 52.26 million. The net amount of cash flows from investing activities is RMB - 275.37 million. The net amount of cash flows from financing activities is RMB 416.45 million. 2.Accounts receivable increased by RMB 26.59 million and 210.13% over the beginning of the year because Guangfo Expressway Co., Ltd. and Fokai Expressway Co., Ltd. increased accounts receivable from United Electronic Collection Center. 3. Prepayments increased by RMB 105.20 million and 123.64% over the beginning of the year mainly due to prepayment for the expansion project of Guangfo and Fokai Expressway and materials. 4.Dividends receivable increased by RMB 118.02 million and 788.37% over the beginning of the year because dividends of RMB 110.8423 million for 2008 were receivable from Jingzhu Expressway Guangzhu Section Co., 2Ltd. and dividends of RMB 22.1472 million for 2008 were receivable from Guanghui Company and dividends of RMB 14.97 for 2007 were received from Jingzhu Expressway Guangzhu Section Co., Ltd. 5.Taxes and levies payable increased by RMB 27.03 million and 690.95% over the beginning of the year mainly due to increase of income tax and other taxes and levies payable for the first quarter. 6.Dividends payable increased by RMB 168.1 million and 1,364.85% over the beginning of the year mainly because the parent company planned to distribute dividends for 2008 and dividends for 2008 are payable by Guangfo Expressway Co., Ltd. and Fokai Expressway Co., Ltd. to other shareholders in current period. 7.Operating cost decreased by RMB 35.31 million and 36.36% year on year mainly because Fokai Expressway Co., Ltd. decreased special cost by RMB 35.46 million in current period. 8.Investment income decreased by RMB 25.13 million and 30.29% year on year mainly due to the change of profit and loss on investment in the following joint stock subsidiaries: (1) For the first three months of 2009, the investment income from Jingzhu Expressway Guangzhu Section Co., Ltd. on equity basis decreased by RMB 4.49 million over the same period of previous year; (2) For the first three months of 2009, the investment income from Huiyan Expressway Co., Ltd. on equity basis decreased by RMB 4.12 million over the same period of previous year; (3) For the first three months of 2009, the investment income from Guanghui Expressway Co., Ltd. on equity basis decreased by RMB 5.5 million over the same period of previous year; (4) In current period, loss of RMB 9.55 million on investment in Ganzhou Kangda Expressway Co., Ltd. was increased. 9.Non-operating expenses decreased by RMB 20.16 million and 99.71% year on year mainly because RMB 20 million was paid for the repair and cleanup of Jiujiang Bridge in the same period of previous year. 3.2 Analysis and explanation of significant events and their influence and solutions □Applicable √Not applicable 3.3 Implementations of commitments by the Company, shareholders and actual controller √ Applicable □ Not applicable Items Commitment Status of fulfillment of commitment Promise in share holding structure reform Disclosed Completed Commitment of Share conditional subscription The non-negoti1ble sh1res held by the Comp1ny's sh1reholders holding non-negoti1ble sh1res sh1ll not be listed, tr1ded or 1ssigned within twelve months from the d1te of obt1ining the right of listing andnegoti1tion. Meanwhile, Guangdong Communication Group Co., Ltd., the controlling shareholder, and its related companies including The non-negotiable shares held by the Company's shareholders holding non-negotiable shares will be listed and traded after the expiry of the commitment term. This commitment is under fulfillment. 3Guangdong Expressway Co., Ltd., Guangdong Traffic Development Company, Guangdong Communication Development Company and Guangdong Guanghua Expressway Company further promised that the non-negotiable shares held by them would not be listed and traded within twenty four months after the expiration of the said period of twelve months. Commitments made in Acquisition Report or Reports on Change in interests No No Commitments made in Material assets Reorganization As examined and adopted at the provisional meeting of the fifth board of directors held on October 29, 2008, the Company terminated the implementation of the Proposal Concerning Concrete Plan for the Company's Non- public Issue of Shares to Specific Objects examined and adopted at the 8th meeting of the fifth board of directors held on June 12, 2008 and promised no plans for significant reorganization matters within three months from the day when the resolution of this board meeting was announced. The Board of Directors of the Company has not made plans for any significant reorganization within three months from October 29, 2008. Commitments made in issuing No No Other commitments(Including: GuangdongCommunication Group Co.,Ltd. as a controlling Details of performance: up to the publishing date of this report, Guangdong Provincial Transport Group 4supplementary commitments) 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. 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. 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason. □Applicable √Not applicable 3.5 Other significant events need to be explained 3.5.1 Securities investment □Applicable √Not applicable 3.5.2 Reception of investigations, communications ,or interviews company held in the report period. Reception date Reception plane Reception Mode Reception Object Discussion issue and offered information January 22, 2009 The Company Onsite investigation Assistant analyst of Institute of Economics of Guoxin Securities for transportation and communication industry Learning abut the basic operating status of the Company February 25, 2009 Shenzhen Wuzhou Hotel Briefing of the earnings of the Company for 2008 Goldstate Securities Co., Ltd.,Assistant analyst of China merchants Securities for transportation and communication,Development Research Center of Guangfa Securities Co., Ltd., Lianhe Securities Co., Ltd. Learning about the basic operating status of the company, introduced the basic operating information of the company; Communicated with researchers on the industry and the development of the company and answer some of problems. 3.5.3 Explanation of other significant events √applicable □ not applicable 1. The Company neither provided funds to the controlling shareholder or its related parties nor provided guarantee in violation of stipulated procedure. 52. To actively respond to relevant national policies and the regulations of CSRC on encouraging share purchase by the controlling shareholder and express the controlling shareholder's confidence in the future development prospect of the Company, Guangdong Communication Group Co., Ltd., the controlling shareholder of the Company, and the persons taking concerted action promised to purchase A shares and B shares of the Company through the securities trading system of Shenzhen Stock Exchange within 12 months from December 11, 2008. The total quantity of the shares to be purchased will not exceed 2% of the total share capital of the Company. In the period from December 11, 2008 to February 24, 2009, the total shares of the Company directly and indirectly held by Communication Group increased by 12,647,947 shares, which account for 1.006% of the total share capital of the Company. The price of A shares of Guangdong Expressway purchased by Communication Group: RMB 3.90/share averagely (not including the shares as consideration advanced in share holding structure reform which were repaid by other shareholders) ; The price of B shares of Guangdong Expressway purchased by Xinyue Company: HKD2.798/share averagely. §4 Appendix 4.1 Balance sheet Prepared by:Guangdong Provincial Expressway Development Co.,Ltd. March 31,2009 Unit:RMB Year-end balance Year-beginning balance Items Consolidated Parent company Consolidated Parent company Current asset: Monetary fund 544,110,538.16 118,570,322.45 350,765,725.76 41,195,556.89 Settlement provision Outgoing call loan Trading financial assets Bill receivable Account receivable 39,245,537.82 12,654,511.88 Prepayments 190,292,072.71 85,087,576.90 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable 132,989,479.54 249,554,939.55 14,970,025.14 14,970,025.14 Other account receivable 30,099,176.99 30,920,410.24 28,323,738.28 31,749,471.14 Repurchasing of financial assets Inventories 291,799.50 405,711.52 Non-current asset due in 1 year Other current asset Total of current assets 937,028,604.72 399,045,672.24 492,207,289.48 87,915,053.17 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset 6Expired investment in possess Long-term receivable Long term share equity investment 2,155,611,889.68 3,217,047,392.10 2,196,261,073.68 3,257,393,823.31 Property investment Fixed assets 3,409,368,129.19 11,123,906.91 3,443,865,259.05 11,186,504.90 Construction in progress 1,265,087,446.38 1,083,046,214.97 Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 69,440,326.00 71,220,847.00 R & D petrol Goodwill Long-germ expenses to be amortized 1,295,640.77 1,968,947.82 Differed income tax asset 10,967,868.43 10,967,868.43 Other non-current asset Total of non-current assets 6,911,771,300.45 3,228,171,299.01 6,807,330,210.95 3,268,580,328.21 Total of assets 7,848,799,905.17 3,627,216,971.25 7,299,537,500.43 3,356,495,381.38 Current liabilities Short-term loans 230,000,000.00 300,000,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 103,674,462.91 107,100,915.00 Advance payment 6,611,706.83 6,125,701.56 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 11,673,189.40 7,092,493.56 11,827,195.03 7,000,193.40 Tax payable 30,941,387.75 15,481.96 3,911,924.42 196,664.32 Interest payable 6,444,819.85 5,537,848.30 Dividend payable 180,412,765.39 137,858,872.42 12,316,103.37 12,316,103.37 Other account payable 202,718,664.90 107,233,534.53 263,417,611.91 139,138,865.17 Reinsurance fee payable Insurance contract provision Entrusted trading of securities 7Entrusted selling of securities Non-current liability due in 1 year 470,000,000.00 290,000,000.00 Other current liability 132,686,970.97 Total of current liability 1,242,476,997.03 384,887,353.44 1,000,237,299.59 158,651,826.26 Non-current liabilities: Long-term loan 2,691,274,803.54 2,348,324,803.54 Bond payable Long-term payable 2,022,210.11 2,022,210.11 2,022,210.11 2,022,210.11 Special payable 100,000.00 100,000.00 Expected liabilities Differed income tax liability 103,811,209.84 101,054,676.23 Other non-current liabilities Total of non-current liabilities 2,797,208,223.49 2,022,210.11 2,451,501,689.88 2,022,210.11 Total of liability 4,039,685,220.52 386,909,563.55 3,451,738,989.47 160,674,036.37 Owners’ equity Share capital 1,257,117,748.00 1,257,117,748.00 1,257,117,748.00 1,257,117,748.00 Capital reserves 1,534,906,856.32 1,534,906,856.32 1,534,906,856.32 1,534,906,856.32 Less:Shares in stock Surplus reserves 91,921,501.73 91,921,501.73 91,921,501.73 91,921,501.73 Common risk provision Undistributed profit 518,577,204.64 356,361,301.65 537,158,754.16 311,875,238.96 Different of foreign currency translation Total of owner’s equity belong to the parent company 3,402,523,310.69 3,240,307,407.70 3,421,104,860.21 3,195,821,345.01 Minor shareholders’ equity 406,591,373.96 426,693,650.75 Total of owners’ equity 3,809,114,684.65 3,240,307,407.70 3,847,798,510.96 3,195,821,345.01 Total of liabilities and owners’ equity 7,848,799,905.17 3,627,216,971.25 7,299,537,500.43 3,356,495,381.38 4.2 Profit statement Prepared by:Guangdong Provincial Expressway Development Co.,Ltd. January-March 2009 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I.Total operating income 234,100,719.58 1,800.00 248,709,080.78 1,800.00 Including:Operating income 234,100,719.58 248,709,080.78 1,800.00 Interest income Insurance gained Commission charge and commission income II.Total operating cost 132,940,627.26 15,618,977.77 159,629,826.26 13,310,416.78 8Including:Operating cost 61,798,551.04 97,111,242.48 Interest expense Commission chare and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 7,551,441.45 90.00 8,128,638.19 90.00 Sales expenses Administration expenses 26,560,517.26 14,156,180.03 22,978,324.75 13,256,456.29 Financial expenses 37,030,117.51 1,462,707.74 31,411,620.84 53,870.49 Losses of devaluation of assets Add :Changing income of fair value Investment income 57,840,295.54 185,804,727.26 82,969,702.10 305,133,753.57 Including:Investment income on affiliate company and joint venture 57,840,295.54 58,143,048.33 82,969,702.10 83,338,250.00 Exchange income III. Operating profit 159,000,387.86 170,187,549.49 172,048,956.62 291,825,136.79 Add :Non-operating income 336,057.43 10,288.00 493,107.85 Less:Non-operating expense 58,409.70 20,215,468.14 100,000.00 Including :Disposal loss of non-current assets 38,472.18 20,034,740.90 IV. Total profit 159,278,035.59 170,197,837.49 152,326,596.33 291,725,136.79 Less:Income tax 29,696,194.13 22,554,344.24 V. Net profit 129,581,841.46 170,197,837.49 129,772,252.09 291,725,136.79 Net profit attributable to owner’s equity of parent company 107,130,225.28 170,197,837.49 114,758,528.12 291,725,136.79 Minority shareholders’ gains and losses 22,451,616.18 14,821,791.80 VI. Earnings per share (i)Basic earnings per share 0.09 0.14 0.09 0.23 (ii)Diluted earnings per share 0.09 0.14 0.09 0.23 4.3 Cash flow statement Prepared by:Guangdong Provincial Expressway Development Co.,Ltd. January-March 2009 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I.Cash flows from operating activities Cash received from sales of goods or rending of services 206,906,070.81 221,964,229.97 9Net 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 19,240,300.68 236,272,687.80 5,340,515.84 66,029,927.87 Sub-total of cash inflow 226,146,371.49 236,272,687.80 227,304,745.81 66,029,927.87 Cash paid for purchasing of merchandise and services 15,260,597.22 41,167,662.53 Net increase of client trade and advance Net increase of savings n central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 28,560,542.65 8,487,619.11 22,676,341.01 4,040,647.19 Taxes paid 7,321,841.99 16,445.90 36,936,644.65 11,668.45 Other cash paid for business activities 122,743,218.22 130,403,925.61 58,698,977.61 9,455,962.61 Sub-total of cash outflow from business activities 173,886,200.08 138,907,990.62 159,479,625.80 13,508,278.25 10Cash flow generated by business operation, net 52,260,171.41 97,364,697.18 67,825,120.01 52,521,649.62 II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains 14,970,025.14 14,970,025.14 152,957,494.71 237,936,275.79 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 600.00 540.00 Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to investment activities 14,970,625.14 14,970,025.14 152,958,034.71 237,936,275.79 Cash paid for construction of fixed assets, intangible assets and other long-term assets 255,838,894.44 299,000.00 58,588,824.32 119,660.00 Cash paid as investment 34,500,000.00 34,500,000.00 166,251,100.00 166,251,100.00 Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 290,338,894.44 34,799,000.00 224,839,924.32 166,370,760.00 Net cash flow generated by investment -275,368,269.30 -19,828,974.86 -71,881,889.61 71,565,515.79 III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans 602,950,000.00 492,000,000.00 Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities 602,950,000.00 492,000,000.00 11Cash to repay debts 150,000,000.00 165,000,000.00 Cash paid as dividend, profit, or interests 36,497,173.40 161,040.45 61,525,213.29 232,461.68 Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Sub-total of cash outflow due to financing activities 186,497,173.40 161,040.45 226,525,213.29 232,461.68 Net cash flow generated by financing 416,452,826.60 -161,040.45 265,474,786.71 -232,461.68 IV. Influence of exchange rate alternation on cash and cash equivalents 83.69 83.69 -20,514.01 -20,514.01 V.Net increase of cash and cash equivalents 193,344,812.40 77,374,765.56 261,397,503.10 123,834,189.72 Add: balance of cash and cash equivalents at the beginning of term 350,765,725.76 41,195,556.89 190,665,302.76 34,847,364.21 VI ..Balance of cash and cash equivalents at the end of term 544,110,538.16 118,570,322.45 452,062,805.86 158,681,553.93 4.4 Auditor’ report Auditor’s opinions: Not audited 12