深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Stock Code: 000019, 200019 Notice No: 2012-41 Short Form of the Stock: SHENSHENBAO-A, SHENSHENBAO-B SHENZHEN SHENBAO INDUSTRIAL CO.,LTD SEMI-ANNUAL REPORT 2012 I. Important Note Board of Directors, Supervisory Committee of Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any important omissions, fictitious statements or serious misleading information carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors are attending the Meeting for deliberation and approval for the semi-annual report. Financial report of this semi-annual repot has not been audited by CPA. Mr. Zheng Yuxi, person in charge of the Company, Ms. Zeng Suyan, person in charge of accounting works and Ms. Wang Zhiping, person in charge of accounting institution (accounting officer) hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2012. II. Company Profile (I) Company information Short form for stock A-share SHENSHENBAO-A Code for stock A-share 000019 Listing stock exchange Shenzhen Stock Exchange Secretary of the Board Representative of security affairs Name Li Yiyan Zheng Guibo 23/F, Education Technology 23/F, Education Technology Mansion, No.26 Zizhu Qi Dao, Mansion, No.26 Zizhu Qi Dao, Contact adds. Zhuzilin Fourth Road, Futian Zhuzilin Fourth Road, Futian District, Shenzhen District, Shenzhen Tel. 0755-82027522 0755-82027522 Fax. 0755-82027522 0755-82027522 E-mail shenbao@sbsy.com.cn shenbao@sbsy.com.cn (II) Major financial data and indexes 1. Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not □Yes √ No Increase/decrease in this End of this report period End of last period period-end over that of last year (%) 1 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Total assets(RMB) 1,160,917,182.41 1,061,964,234.64 9.32% Owners’ equity attributable to shareholders of the listed 978,533,639.86 889,876,512.59 9.96% company(RMB) Share capital(Share) 250,900,154.00 250,900,154.00 0% Net assets per share attributable to shareholder of listed company 3.90 3.55 9.86% (RMB/ Share) Asset-liability ratio (%) 15.71% 16.2% -0.49% Increase/decrease in this Reporting period (Jan. Same period of last year report period to June) year-on-year (%) Total business revenue(RMB) 114,026,690.16 139,922,991.06 -18.51% Business profit(RMB) 89,376,111.45 -8,639,594.03 1,134.49% Total profit(RMB) 89,910,633.28 8,733,411.67 929.5% Net profit attributable to shareholders of the listed company 88,867,376.42 4,396,354.98 1,921.39% (RMB) Net profit attributable to shareholders of the listed company -18,638,342.71 -12,866,651.90 -44.86% after deducting non-recurring gains and losses(RMB) Basic earnings per share 0.3542 0.0242 1,363.64% (RMB/Share) Diluted earnings per share 0.3542 0.0242 1,363.64% (RMB/Share) Weighted average ROE (%) 9.51% 1.34% 8.17% Weighted average ROE after deducting non-recurring gains/losses -1.99% -3.93% 1.94% (%) Net cash flow arising from operating 3,259,065.52 -8,272,410.63 139.4% activities(RMB) Net cash flow per share arising from 0.013 -0.033 139.36% operating activities (RMB/Share) Explanation on former accounting data and financial index at period-end (stating adjustment explanation if there has retroactive adjustment) In the reporting period, the operating profit, total profit and net profit attributable to shareholders of listed company have increased by 1,134.49%, 929.50%, 1,921.39% respectively as compared to the same period of last year, mainly due to the significant increase of investment income since the Company received the account for transferring the 15% equity interests of Shenzhen Pepsi during this period. Net profit attributable to shareholders of listed company after deducting extraordinary gains and losses has decreased by -44.86% as compared to the same period of last year, mainly resulted from the decreased profit contribution from business due to the decrease of main business income and increase of related costs when implementing fund-raising projects; net cash flow from operating activities increased by 139.4% as compared to the same period of last year, mainly due to the timely recovery of account receivables, purchase of raw materials and decrease of other related costs. Since the operating profit significantly increased during the reporting period, the financial indicators such as earnings per share, return on equity and net cash flow per share from operating activities rise significantly as well. 2. Items of non-recurring gains/losses √Applicable □Not applicable 2 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Amount from Items of non-recurring gains/losses year-begin to Note period-end (RMB) Gains and losses from disposal of non-current 103,317,580.23 assets Tax refund or exemption out of authorization, with absence of official approval document or accidentally Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the Company, excluding the 663,580.00 fixed-amount or fixed-proportion governmental subsidy according to the unified national standard) Fund occupation expenses received from non-financial enterprises that reckon into current 0.00 gains/losses Income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and 0.00 joint ventures are lower than its share in fair value of net realizable assets of invested units Gains and losses from exchange of non-monetary 0.00 assets Gains and losses from entrusted investment or 0.00 management assets Various asset impairment reserve provided for force 0.00 majeure, such as natural disaster; Gains/losses from debt reorganization 0.00 Reorganization expenses, such as expenditure for 0.00 allocation of employees and integration fee Gains and losses from excess of transaction which are conducted on a non-fair-valued basis over its 0.00 fair value Current net gains and losses of subsidiaries occurred from combination under the same control 0.00 commencing from period-begin to combination date Gains and losses from contingent events which has 0.00 no relation with normal business of the Company Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the Company, and 3,580,028.74 investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Reversal of impairment reserve for account 10,237.50 receivable with separate impairment testing gains/ losses from external entrustment loans 0.00 Gains and losses arising from change of fair value of investment properties whose follow-up 0.00 measurement are at fair value Affect upon current gains/losses arising from the one-off adjustment in subject to requirement of 0.00 laws and rules in relation to taxation and accounting 3 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Income from entrusted custody operation 0.00 Other non-operating income and expenditure 99,930.00 except the abovementioned Other item that satisfied the definition of 0.00 non-recurring gains and losses Influenced amount of minority shareholders’ equity 0.00 Impact on income tax 165,637.34 Total 107,505,719.13 -- 3. Difference of net profit and net assets disclosed in financial report based on IAS and CAS √Applicable □Non-applicable Unit: RMB Net profit attributable to Owners’ equity attributable to shareholders of listed company shareholders of listed company Amount in the report Amount at Amount in last period Amount at period-end period period-begin By Chinese Accounting 88,867,376.42 4,396,354.98 978,533,639.86 889,876,512.59 Standards Item and amount adjusted by IAS 1. Adjustment on amortization of differences of equity 0 0 1,016,958.04 1,016,958.04 investment 2. Adjustment on cost of transferring Shenzhen Pepsi’s 381,359.27 0 -762,718.54 -381,359.27 equity 3. Other adjustment on regulated funds payable in 0 0 1,067,000.00 1,067,000.00 share market By International Accounting 89,248,735.69 4,396,354.98 979,854,879.37 891,579,111.36 Standards 4. Difference of net profit and net assets disclosed in financial report based on foreign accounting standards and CAS □ Applicable √ not applicable III. Changes in Share Capital and Particular about Shareholders (I) Changes in share capital □ Applicable √ not applicable (II) Statement of shares held by top ten shareholders and the top ten shareholders with unrestricted conditions/circulate shareholders Statement of shares held by top 10 shareholders and top 10 shareholders with unrestricted shares held Total shareholders 21,938.00 Particulars about the shares held by the top ten shareholders Proportion Amount of Shares pledged or frozen Nature of Total amount of Shareholders (full name) of shares the restricted shareholders shares held held (%) shares held Share status Amount Domestic Shenzhen Agricultural Products non-state-owned 19.09% 47,895,097.00 7,770,118.00 Co., Ltd. legal person Shenzhen Investment Holdings State-owned legal 16% 40,143,586.00 6,783,729.00 Co., Ltd. person Shenzhen Tianzhong Domestic 9.96% 24,983,908.00 24,983,908.00 Pledge 24,983,908.00 Investment Co., Ltd. non-state-owned 4 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 legal person Domestic nature Li Duruo 5.28% 13,252,874.00 13,252,874.00 person Domestic Yingfu(Tianjin) Equity non-state-owned 4.65% 11,662,068.00 11,662,068.00 Pledge 11,662,068.00 Investment Management L.P legal person Domestic Xinjiang Xiehe Equity non-state-owned 4.62% 11,595,402.00 11,595,402.00 Pledge 11,595,402.00 Investment Management L.P legal person Domestic nature Lin Yixiang 1.02% 2,561,002.00 2,561,002.00 person Domestic nature Xia Zhenzhong 0.85% 2,134,917.00 2,134,917.00 Pledge 2,134,917.00 person Domestic nature Cao Lijun 0.8% 2,012,758.00 2,012,758.00 Pledge 2,012,758.00 person Domestic Zhong Rong International Trust non-state-owned 0.47% 1,180,000.00 0.00 Co., Ltd.-Rong Yu #12 legal person Particulars about the shares held by the top ten unrestricted shareholders Amount of unrestricted Type/amount of shares Shareholders shares held at period-end Type Amount Shenzhen Agricultural Products Co., Ltd. 40,124,979.00 A-share 40,124,979.00 Shenzhen Investment Holdings Co., Ltd. 33,359,857.00 A-share 33,359,857.00 Zhong Rong International Trust Co., Ltd.-Rong Yu #12 1,180,000.00 A-share 1,180,000.00 Yu Jianjun 953,299.00 A-share 953,299.00 Wang Shulun 713,998.00 A-share 713,998.00 Liu Yi 584,730.00 A-share 584,730.00 Zhang Huizhen 476,300.00 A-share 476,300.00 Huang Xiangdong 474,689.00 B-share 474,689.00 Client’s credit exchange guarantee account of China Securities Co., Ltd. 462,973.00 A-share 462,973.00 Long Weiguo 461,200.00 A-share 461,200.00 Shenzhen SASAC directly holds 21.52% equity interests of Agricultural Products, indirectly holds 5.22% equity interests of Agricultural Explanation on associated relationship Products and directly holds 100%equity interests of Shenzhen among the top ten shareholders or Investment Holding. Except for this, the Company was not aware of any (and) consistent action related relationship between other shareholders above, and whether they belonged to parties acting in concert as defined by the Acquisition Management Method of Listed Company. (III) Changes of controlling shareholders and actual controller □Applicable √Not applicable IV. Directors, Supervisors and Senior Executives (I) Changes of shares held by directors, supervisors and senior executive Amount Amount of Amount of Shares held Shares held Including: of shares shares stock at at restricted Reasons for Name Title increase in decreased option held period-begi period-end shares held changes this in this at n(Share) (Share) (Share) period(Shar period period-end 5 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 e) (Share) (Share) Zheng Yuxi Chairman 0.00 0.00 0.00 0.00 0.00 0.00 - Chen Director 0.00 0.00 0.00 0.00 0.00 0.00 - Shaoqun He Dong Director 0.00 0.00 0.00 0.00 0.00 0.00 - Independent Du Wenjun 0.00 0.00 0.00 0.00 0.00 0.00 - director Independent Deng Meixi 0.00 0.00 0.00 0.00 0.00 0.00 - director Xu Independent ZHuangchen 0.00 0.00 0.00 0.00 0.00 0.00 - director g Yan Zesong GM, Director 0.00 0.00 0.00 0.00 0.00 0.00 - Lin Yanfeng Director 0.00 0.00 0.00 0.00 0.00 0.00 - Dou Qiang Director 0.00 0.00 0.00 0.00 0.00 0.00 - Lin Hong Supervisor 0.00 0.00 0.00 0.00 0.00 0.00 - Luo Longxin Supervisor 0.00 0.00 0.00 0.00 0.00 0.00 - Huang Qin Supervisor 0.00 0.00 0.00 0.00 0.00 0.00 - Li Fang Deputy GM 0.00 0.00 0.00 0.00 0.00 0.00 - Deputy GM, Li Yiyan Secretary of 0.00 0.00 0.00 0.00 0.00 0.00 - the Board Qian Xiaojun Deputy GM 0.00 0.00 0.00 0.00 0.00 0.00 - Zeng Suyan CFO 0.00 0.00 0.00 0.00 0.00 0.00 - V. Report of the Board of Directors (I) Statement of main business classified according to industries and products Unit: RMB Main business classified according to industries Increase or Increase or Increase or decrease of decrease of decrease of gross According to Operating Gross profit ratio operating revenue operating cost profit ratio over Operating cost industries revenue (%) over the last same over the last same the last same period of last year period of last year period of last year (%) (%) (%) Industry 113,546,678.74 92,139,709.60 18.85% -18.68% -17.73% -0.93% Leasing service 293,400.00 100% 0% 0% 0% Main business classified according to products Increase or Increase or Increase or decrease of decrease of decrease of gross According to Operating Gross profit ratio operating revenue operating cost profit ratio over Operating cost products revenue (%) over the last same over the last same the last same period of last year period of last year period of last year (%) (%) (%) Soft drinks 16,255,773.29 14,462,465.08 11.03% 37.67% 41.44% -2.37% Condiment 6,406,160.77 4,034,718.70 37.02% 1.6% -2.48% 2.63% Tea products 90,884,744.68 73,642,525.82 18.97% -25.21% -24.57% -0.68% Property leasing 293,400.00 100% 0% 0% 0% - (II) Main business classified according to areas Unit: RMB Areas Operating revenue Increase/decrease in revenue from 6 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 operations over the same period of last year (%) Export 2,003,197.52 362.65% South China 37,464,399.74 1.15% East China 34,599,721.54 -33.72% North China 11,108,038.79 -29.1% Other area 28,664,721.15 -17.11% (III) Explanation on reasons of material changes in main operations and its structure □Applicable √Not applicable (IV) Explanation on reasons of material changes in profitability (gross profit ratio) of main operations compared with that of last year □Applicable √Not applicable (V) Analysis on reasons of material changes in profit structure compared with the previous year √Applicable □Not applicable During the reporting period, the Company received payment for transferring the 15% equity interest in Shenzhen Pepsi, which contributed investment income of RMB103, 546,500, leading to a significant increase in total profit as compared to the same period of previous year. Besides, the Company recognized non-operating income of RMB17, 088,500 in the same period of last year due to that Shengrun Company implemented its debt reorganization plan that period. Deducting the effects on total profit by the two non-deductible factors, the total profit recorded in the Company’s consolidated statement decreased by 63.20% as compared to the same period of last year. (VI) Application of the raised proceeds 1. Statement of application of the raised proceeds √Applicable □Not applicable Unit: RMB00’000 Total fund-raised 57,239.21 Total fund-rais ed Total fund-raised for changes its using 4,002.25 16,729.17 invested purpose in report period in report period Total Total accumulative fund-raised for changes 16,729.17 accumula its using purpose tive 10,624.44 fund-rais Proportion of total fund-raised that with ed 29.23% using purpose changed invested Amount Investme Projects Total of changed committe Total nt Project Committed investment Amount accumula program Predicted Realized Reach the or not d investme feasibility projects and investment invested ted useable interests predicted (includin investme nt after till the changed purpose for fund raised in report investme period-en date of of this interest or g nt of adjustme significantl out of expectation period nt till the d (%)(3) project year not changed fund-rais nt (1) y or not period-en partially) ed =(2)/(1) d (2) Committed investment projects Acquisition of 48.33% 31 July equity interests in No 6,510.05 6,510.05 0 6,510.05 100% 70.4 Yes No Shenbao Huacheng 2011 Comprehensive 31 Investment Project of No 27,000 27,000 2,004.03 2,043.07 7.57% March 0 No No Tea Industry Chain 2013 7 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Comprehensive Project 31 July with Annual Capacity Yes 15,500 15,500 0 0 0 0 No Yes of 300 Tons Catechin 2012 31 July Chain Project for Classical Tea Leaves Yes 3,000 3,000 0 0 0 0 No No 2012 Project of R&D Center 30 April for Tea and Natural Yes 4,000 4,000 0 0 0 0 No No Plants 2012 Expansion Project of 31 July No Condiment Production Yes 6,900 1,229.17 0 0 0 0 Yes Line 2012 Subtotal of committed - 65,910.05 57,239.22 2,004.03 8,553.12 - - 70.4 - - investment projects Investment purpose for fund raised out of expectation No 0 0 0 0 0% 0 Loans payment to - 0 0 0 0 0% - - - - Bank(if applicable) Current capital supplementation(if - 0 0 0 0 0% - - - - applicable) Subtotal of Capital investment with fund - 0 0 0 0- - 0- - raising out of the plan Total - - - - - Reasons for falling behind the target progress or target Non-applicable income(By specific items) 1. Comprehensive Project with Annual Capacity of 300 Tons Catechin: by virtue of technical innovation, the Company made comprehensive enhancements in the original production crafts for instant tea powder, pursuant to which, the production line for instant tea powder was equipped with the function of producing catechin and natural plant products. Therefore, the Company was able to develop and produce catechin and natural plant products for sales, satisfying demands from its existing and new customers. As compared to the original plan on implementing the Comprehensive Project with Annual Capacity of 300 Tons Catechin, the Company can be better served with such innovated technologies to make comprehensive use of the production line of instant tea powder, with fewer equipments allocation, more efficient benefits, reduction of fixed assets allocation and amortization, so as to improve the integrated profitability of the Company. In order to effectively prevent from investment risks and protect the interests of the Company and its shareholders, the Company, with careful and prudent consideration, decided to cancel the Comprehensive Statement for major Project with Annual Capacity of 300 Tons Catechin and thereby to change the proceeds application change of project purposes. feasibility 2. Expansion Project of Condiment Production Line: despite that the prospectus of condiment market was positive, the furious market competition can’t be ignored. In case that the Company wanted to make significant breakthrough in the furious market competition based on the prevailing operation condition of condiment, the Company was required to allocate material human, assets and property resources. In 2011, the Company experienced significant drop in income from its condiment operation, recording relatively material losses. Considering that it had no advantage in condiment operation, the Company would face relatively significant market risks and uncertainty if the original resources allocation couldn’t meet the expected target. By virtue of the non-public offering, the Company determined its development direction for tea industry, namely Natural, Green and Healthy, in 2011. According to the development strategy, the Company would focus on expanding tea industry. Therefore, the Company cancelled the Expansion Project of Condiment Production Line, and applied the proceeds for such project to investment in the Project of 8 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 R&D Center for Tea and Natural Plants. At the 2011 Annual General Meeting held on 27 April 2012, the Company considered and approved the Proposal on Change of Part Proceeds Application Purposes, approving the changes and adjustments involved in the above projects. Amount, using purpose □ Applicable √ Non-applicable and progress of using for fund-raised out of the plan √ Applicable □ Non-applicable Change of √ Occurred during the reporting period □ Occurred in previous years implementation place The Company changed the implementation place of Project of R&D Center for Tea and Natural Plants of investment project from Wuyuan county Jiangxi province to Shenzhen Guangdong province. Those changes were considered of fund-raised and approved in the 2011 Annual General Meeting of the Company held on 27 April 2012. Regulation of □ Applicable √ Non-applicable implementation ways □ Occurred during the reporting period □ Occurred in previous years of investment project of fund-raised Preliminary investment □ Applicable √ Non-applicable and replacement of investment project of fund-raised √ Applicable □ Non-applicable Temporarily supplement for the On 21 March 2012, the Company held the 1st extraordinary general meeting for 2012, to consider and current capitals with approve the resolution of Further Application of Part Idle Proceeds to Temporarily Supplement Current idle fund-raised Capital, pursuant to which, part idle proceeds of RMB150,000,000 was used to temporarily supplement current capital of the Company, with term not exceeding 6 months. Amount and reason for □ Applicable √ Non-applicable surplus of fund-raised when implementing projects Usage of the retained raised fund and what is Saved in the special account for proceeds and supplement current capital. expected to invested with those fund Problems exits in usage The related information concerning proceeds disclosed by the Company is in-time, true, accurate and and disclosure of the complete; no illegal issue has been found in place, use, management and disclosure of proceeds. The raised fund and other Company has never made financing for over 2 times, not even the application of proceeds in those years. information 2. Statement of changes on projects invested by raised funds √Applicable □Not applicable Unit: RMB00’000 Planned Actual Date for Whether Investment Correspon total Actual accumulat project to Benefits or not progress as Reach the Project ding proceeds input in e input reach the realized in significant at projected after original for current amount as condition the current changes period-end benefits or change committed projects reporting at for reporting occur in (%)(3)=(2) not project after period period-end intended period availability /(1) change(1) (2) use of projects Investment Comprehe developme nsive nt project Project for with Non-applica Annual 15,500 1,939.12 1,961.21 12.65% 2012-12-31 0 ble No high-end brand Capacity classical of 300 tea Tons Catechin 9 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 /Chain Project of Classical Tea Leaves Comprehe nsive Jointly Project incorporati with Non-applica on of Annual 3,000 0 0 0 2012-12-31 0 ble No Zhejiang Capacity Shenbao of 300 Huafa Tea Tons Leaves Catechin Co., Ltd. Project of R&D Center for Project of Tea and R&D Natural Center for Non-applica Plants / 5,400 59.09 110.11 2.04% 2012-12-31 0 ble No Tea and Expansion Natural Project of Plants Condiment Production Line Total -- 23,900 1,998.21 2,071.32 -- -- 0 -- -- (1) Comprehensive Project with Annual Capacity of 300 Tons Catechin: by virtue of technical innovation, the Company made comprehensive enhancements in the original production crafts for instant tea powder, pursuant to which, the production line for instant tea powder was equipped with the function of producing catechin and natural plant products. Therefore, the Company was able to develop and produce catechin and natural plant products for sales, satisfying demands from its existing and new customers. As compared to the original plan on implementing the Comprehensive Project with Annual Capacity of 300 Tons Catechin, the Company can be better served with such innovated technologies to make comprehensive use of the production line of instant tea powder, with fewer equipments allocation, more efficient benefits, reduction of fixed assets allocation and amortization, so as to improve the integrated profitability of the Company. In order to effectively prevent from investment risks and protect the interests of the Company and its shareholders, the Company, with careful and prudent consideration, decided to cancel the Comprehensive Project with Annual Capacity of 300 Tons Catechin. The proceeds for such project was invested in investment development project for high-end brand classical tea and Explanation for reason for changes, jointly incorporation of Zhejiang Shenbao Huafa Tea Leaves Co., Ltd. decision-making and information disclosure (based on specific project) (2). Cancel the Expansion Project of Condiment Production Line: despite that the prospectus of condiment market was positive, the furious market competition can’t be ignored. In case that the Company wanted to make significant breakthrough in the furious market competition based on the prevailing operation condition of condiment, the Company was required to allocate material human, assets and property resources. In 2011, the Company experienced significant drop in income from its condiment operation, recording relatively material losses. Considering that it had no advantage in condiment operation, the Company would face relatively significant market risks and uncertainty if the original resources allocation couldn’t meet the expected target. The Company determined its development direction for tea industry, namely Natural, Green and Healthy. According to the development strategy, the Company would focus on expanding tea industry. Therefore, the Company cancelled the Expansion Project of Condiment Production Line, and applied the proceeds for such project to investment in the Project of R&D Center for Tea and Natural Plants. (3) Change the project implementation site and subject of tea and natural plants R&D center: Though Wuyuan County, the original project implementation site, has advantages in tea industry resources and costs, it doesn’t have advantages in talents, exchange of 10 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 information, resource sharing and integrating and service market customers, so the project implementation site is changed to Shenzhen, and the implementation subject is changed from Wuyuan Jufangyong to wholly-owned subsidiary, Shenzhen Shenbao Technology Center Co., Ltd., and considering that the project fixed assets input costs and labor costs in new implementation site is high, the Company shall increase the project gross investment to 54 million Yuan. Such changes in proceeds projects have been considered and approved at the 20th meeting of the 7th board held on 5 April 2012 and 2011 Annual General Meeting held on 27 April 2012. For details, please refer to the announcements of the Company published in the Securities Times, China Securities News, Hong Kong Commerce and the website www.cninfo.com.cn dated 6 April 2012 and 28 April 2012. Not meet the scheduled progress or projected benefits, and reasons for that (based on specific project) Non-applicable Explanation on significant changes in Non-applicable availability of projects (VII) The modification of Board to the business plan for the second half of the year □Applicable √Not applicable (VIII) Prediction of business performance from January – September 2012 Estimation on 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 on reason □Applicable √Not applicable (IX) Explanation on “Qualified Opinion” from the Certified Public Accountants in the report period by the Board of Directors □Applicable √Not applicable (X) Explanation of the Management on changes and disposal of the issues involved in “Qualified Opinion” from the Certified Public Accountants in the last year by the Board of Directors □Applicable √Not applicable VI. Significant Event (I) Assets acquisition, sales of assets and assets reorganization 1. Assets purchased or acquired □Applicable √Not applicable Explanation on assets acquisition 2. Assets sold □Applicable √Not applicable Explanation on assets sold 3. Progress of the events and their influence on the Company’s operating results and financial status in the report period after the Report on Assets Restructure or Public Notice on Acquisition and Sales of Assets being published √Applicable □Not applicable On 22 December 2011, the transfer of 15% equity interests in Shenzhen Pepsi by the Company involving significant assets reorganization was approved by the CSRC by issuance of the Approval for Significant Assets Reorganization of Shenzhen Shenbao Industry Co., Ltd.(ZJXK No.2030(2011)). On 10 January 2012, Shenzhen Pepsi completed the business registration change process for such transfer of its 15% equity interests. On 29 June 2012, the Company received from Pepsi (China) USD22, 788,415.89 (equivalent to RMB144, 000,000) as the consideration for equity transfer, representing payment in full. Since then, this significant assets reorganization was completed, by which, investment income increased by RMB103,546,600, which helped the Company to improve its asset-to-debt structure and cash flow, thus to improve the development of major business. 11 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 (II) Guarantee √Applicable □Not applicable Unit: RMB00’000 Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries) Guarant Related Actual date Complet ee for Name of the Announce of happening Actual e Guarantee Guarantee Guarantee related Company ment (Date of guarantee impleme limit type term party guaranteed disclosure signing limit ntation (Yes or date agreement) or not no) Total approving external Total actual occurred guarantee in report period external guarantee in (A1) report period (A2) Total actual balance of Total approved external external guarantee at the guarantee at the end of report end of report period period ( A3) (A4) Guarantee of the Company for the subsidiaries Guarant Related Actual date Complet ee for Name of the Announce of happening Actual e Guarantee Guarantee Guarantee related Company ment (Date of guarantee impleme limit type term party guaranteed disclosure signing limit ntation (Yes or date agreement) or not no) Shenzhen Shenbao Yes Huacheng - 2,000 2011-01-26 941.63 Guarantee 1 year Yes Technology Co., Ltd. Shenzhen Shenbao Yes Huacheng - 3,000 2011-05-26 2,800 Guarantee 1 year Yes Technology Co., Ltd Shenzhen Shenbao Yes Huacheng - 3,000 2012-02-23 707.05 Guarantee 1 year no Technology Co., Ltd. Shenzhen Shenbao Yes Huacheng - 1,500 2012-02-10 1,500 Guarantee 7 months Yes Technology Co., Ltd Total amount of actual Total amount of approving occurred guarantee for guarantee for subsidiaries in 4,500 2,706.65 subsidiaries in report report period (B1) period (B2) Total amount of approved Total balance of actual guarantee for subsidiaries at guarantee for subsidiaries 3,000 0 the end of reporting period at the end of reporting (B3) period (B4) Total amount of guarantee of the Company( total of two abovementioned guarantee) Total amount of approving Total amount of actual guarantee in report period 4,500 occurred guarantee in 2,706.65 (A1+B1) report period (A2+B2) Total amount of approved Total balance of actual guarantee at the end of report 3,000 guarantee at the end of 0 period (A3+B3) report period (A4+B4) The proportion of the total amount of actually 0 12 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 guarantee in the net assets of the Company(that is A4+ B4) Including: Amount of guarantee for shareholders, actual 0 controller and its related parties(C) The debts guarantee amount provided for the guaranteed parties whose assets-liability ratio exceed 0 70% directly or indirectly(D) Proportion of total amount of guarantee in net assets of 0 the Company exceed 50%(E) Total amount of the aforesaid three 0 guarantees(C+D+E) Explanations on possibly bearing joint and several 0 liquidating responsibilities for undue guarantees Explanations on external guarantee against regulated 0 procedures (III) Non-operating current related credits and liabilities Whether have non-operating current related credits and liabilities or not □Applicable √Not applicable (IV) Material lawsuits and arbitrations □Applicable √Not applicable (V) Other significant events and analysis of their influences and solution plan √Applicable □Not applicable On 21 May 2012, the Company received an official letter from its major shareholder Agricultural Products. Agricultural Products and related parties are in process of negotiating the Company’s significant matters as those matters involve material uncertainty pending for further discussion. At the request of the Company, its shares suspended trading with effect from 22 May 2012, and its resumption was pending for determination on relevant matters and disclosure of the relevant progress. During the suspension period, Agricultural Products and related parties conducted relevant works proactively and made prudent negotiation in connection with the entry of strategic investors, adjustments to the Company’s equity structure and promotion of future development. Given that it was hard for the related parties to reach unanimous conclusion on effectively integrating various resources to promote the Company’s future development, Agricultural Products and related parties, after prudent research, decided to terminate the aforesaid matters. Agricultural Products undertook that it would not plan to prepare equity transfer relating to the Company within at least one year. The shares of the Company resumed to trade with effect from 18 June 2012. 1. Security investment √Applicable □Not applicable Percentage in total Gains and Initial Serial Ending Ending book investment losses during Securities Stock Code Stock Name investment No. quantity value (Yuan) of ending report period cost (Yuan) (Share) securities (Yuan) (%) *ST 1 stock 000030 17,334,869.55 1,011,320.00 8,859,163.20 97.96% 3,581,528.74 SUNRISE A 2 stock 400005 Haiguoshi 272,288.09 150,000.00 18,450.00 2.04% -1,500.00 Other ending securities investment 17,607,157.64 -- 9,043,663.20 100% 3,580,028.74 Gains and losses of securities investment sold -- -- -- -- 2,610,661.54 during report period Total 17,607,157.64 -- 9,043,663.20 100% 3,580,028.74 Explanation on security investment 13 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 2. Equity of other listed company held by the Company □Applicable √Not applicable Explanation on equity of other listed company held by the Company 3. Fund occupation and progress of paying off □Applicable √Not applicable Till end of reporting period, accountability plan proposed by the Board for completed no non-operational fund occupation from listed company □Applicable √Non-applicable 4. Implementation of commitments Commitments made by the Company and its directors, supervisors, senior executives, shareholders holding above 5% shares of the Company and actual controller in reporting period or extending to reporting period □Applicable √Not applicable Commitments Accepter Contents Implementation The original shareholders of non circulation shares made the following undertakings during the equity reform: 1. Agricultural Products and Investment Holdings will observe relevant laws, regulations and rules during the equity reform, and perform their legal undertaking obligations; 2. Upon completion of the equity reform, in order to provide long-term effective incentives to management, the original shareholders of non circulation shares, namely Agricultural Products and Investment Holdings, will sell the shares which they will hold upon satisfaction of consideration (such shares account for 6%-8% of the total share capital (182,923,088 shares ) of the Company) to management within 3 years according to their shareholding percentages after the equity Shenzhen reform. The particular method and implementation rules for the Agricultural above management share option scheme was prepared by the listed Undertakings Products Co., Ltd., company in compliance with the Management Method for Share for equity Observe the undertakings Shenzhen Option Scheme of Listed Company of CSRC and the relevant reform Investment national requirements. The share option scheme has been submitted Holdings Co., Ltd. to Shenzhen SASAC for consideration and approval for implementation. The circulation condition for such shares will be subject to relevant regulations. Agricultural Products and Investment Holdings observed their legal undertaking obligations strictly. Pursuant to the Provisional Method for State-owned Listed Company (domestic) to Implement Share Option Scheme jointly promulgated by the SASAC and the ministry of Finance on 6 December 2006, the share option scheme for management of the Company shall be further specific according to relevant regulations. The original shareholders of non circulation shares will promote share option scheme for management to the extent permitted by the relevant laws and regulations of the PRC, based on adequate market condition. Undertakings made in acquisition Non-applicable report or equity change report Undertakings made in assets Non-applicable replacemen ts Undertakings Non-applicable for issuance Other undertakings Non-applicable made to 14 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 minority shareholders of the Company 5. Profit distribution of Board of Directors this time or preplan of capital reserve capitalizing □Applicable √Not applicable 6. Items of other consolidated income Unit: RMB Amount occurred in Amount occurred in the Items same period of last report period period 1. Gains(losses) from financial assets available for sales Less: Income tax influences from financial assets available for sales Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current 210,249.15 period Subtotal -210,249.15 2. Shares in the other consolidated income of the investee calculated based on equity method Less: Income tax influences of shares in the other consolidated income of the investee calculated based on equity method Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 3. Gains(losses) from cash flow hedge instrument Less: Income tax influences from cash flow hedge Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Adjusted amount transferred to initial confirmed amount of the arbitraged items Subtotal 4. Differences from translating foreign currency financial statements Less: Net amount of disposing overseas business transferred to current gains/losses Subtotal 5. Others Less: Income tax influences by others reckoned into other consolidated income Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal Total -210,249.15 (VI)Registration form of receiving research, communication and interview in the report period Content discussed and Date Place Way Type Object documents provided Meeting room of New horizon Discuss about the 13 February 2012 On-site inspection Institution the Company fund operation and 15 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 production of the Company, future strategic plan, particulars about the proceeds. The Company has not disclosed or leaked any material non-public information to the party received. VII. Financial Report (I) Auditing opinion Audited the semi-annual report or not □ Yes √No (II) Financial statement Whether consolidated statement or not: √Yes □No 1. Consolidated Balance Sheet Prepared by Shenzhen Shenbao Industrial Co., Ltd Unit: RMB Items Note Balance at period-end Balance at period-begin Current assets: Monetary funds 519,197,954.69 437,342,717.15 Settlement provisions Capital lent Transaction finance asset 9,043,663.20 14,627,801.40 Notes receivable Accounts receivable 25,811,829.87 71,769,419.01 Accounts paid in advance 7,621,344.91 10,243,725.62 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 23,934,074.34 35,956,860.85 Purchase restituted finance asset Inventories 70,881,287.47 56,983,348.83 Non-current asset due within one year Other current assets Total current assets 656,490,154.48 626,923,872.86 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable 16 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Long-term equity investment 25,471,291.08 63,891,371.62 Investment real estate Fixed assets 149,858,929.28 150,807,447.25 Construction in progress 90,800,393.40 11,113,058.18 Engineering material Disposal of fixed asset Productive biological asset 436,156.00 436,156.00 Oil and gas asset Intangible assets 231,093,757.03 202,531,194.37 Expense on Research and Development Goodwill Long-term expenses to be 4,239,946.13 3,615,812.95 apportioned Deferred income tax asset 2,526,555.01 2,645,321.41 Other non-current asset Total non-current asset 504,427,027.93 435,040,361.78 Total assets 1,160,917,182.41 1,061,964,234.64 Current liabilities: Short-term loans 30,000,000.00 38,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 16,268,756.13 34,863,967.03 Accounts received in advance 2,715,791.05 3,420,712.90 Selling financial asset of repurchase Commission charge and commission payable Wage payable 2,251,965.58 3,666,717.12 Taxes payable 1,403,107.04 4,923,433.34 Interest payable Dividend payable 2,909,182.74 2,909,182.74 Other accounts payable 121,741,682.58 79,810,651.49 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities 843,137.43 43,137.43 Total current liabilities 178,133,622.55 167,637,802.05 Non-current liabilities: Long-term loans Bonds payable Long-term account payable 17 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities 4,249,920.00 4,449,920.00 Total non-current liabilities 4,249,920.00 4,449,920.00 Total liabilities 182,383,542.55 172,087,722.05 Owner’s equity (or shareholders’ equity): Paid-up capital (or share 250,900,154.00 250,900,154.00 capital) Capital public reserve 568,489,973.36 568,700,222.51 Less: Inventory shares Reasonable reserve Surplus public reserve 32,464,033.34 32,464,033.34 Provision of general risk Retained profit 126,679,479.16 37,812,102.74 Balance difference of foreign currency translation Total owner’s equity 978,533,639.86 889,876,512.59 attributable to parent company Minority interests Total owner’s equity(or 978,533,639.86 889,876,512.59 shareholders’ equity) Total liabilities and owner’s 1,160,917,182.41 1,061,964,234.64 equity(or shareholders’ equity) Legal representative: Mr. Zheng Yuxi Person in charge of accounting works: Ms. Zeng Suyan Person in charge of accounting institution: Ms. Wang Zhiping 2. Balance Sheet of parent company Unit: RMB Item Note Balance at period-end Balance at period-begin Current assets: Monetary funds 186,945,009.15 399,181,994.57 Transaction finance asset 8,859,163.20 14,441,801.40 Notes receivable Accounts receivable 284,966.26 10,800.00 Accounts paid in advance Interest receivable Dividend receivable Other receivables 268,433,564.07 290,113,278.83 Inventories 636,422.82 748,577.05 Non-current asset due within one year Other current assets Total current assets 465,159,125.50 704,496,451.85 Non-current assets: Finance asset available for sales 18 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Held-to-maturity investment Long-term account receivable Long-term equity investment 779,524,266.12 313,836,495.78 Investment real estate 24,255,453.23 24,670,895.45 Fixed assets 3,120,007.86 2,821,015.29 Construction in progress 49,774,696.98 6,977,937.19 Engineering material Disposal of fixed asset Productive biological asset 436,156.00 436,156.00 Oil and gas asset Intangible assets 65,693,524.40 66,607,860.51 Expense on Research and Development Goodwill Long-term expenses to be 686,593.67 785,282.95 apportioned Deferred income tax asset 1,382,880.17 1,475,455.82 Other non-current asset Total non-current asset 924,873,578.43 417,611,098.99 Total assets 1,390,032,703.93 1,122,107,550.84 Current liabilities: Short-term loans 30,000,000.00 Transaction financial liabilities Notes payable Accounts payable 457,746.88 Accounts received in advance 130,320.00 Wage payable 1,870,699.47 2,602,137.43 Taxes payable 563,491.00 213,379.40 Interest payable Dividend payable 2,909,182.74 2,909,182.74 Other accounts payable 263,089,434.03 115,853,186.53 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 298,890,554.12 121,708,206.10 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities 49,920.00 49,920.00 Total non-current liabilities 49,920.00 49,920.00 Total liabilities 298,940,474.12 121,758,126.10 Owner’s equity (or shareholders’ equity): Paid-up capital (or share 250,900,154.00 250,900,154.00 19 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 capital) Capital public reserve 583,300,472.29 583,510,721.44 Less: Inventory shares Reasonable reserve Surplus public reserve 32,464,033.34 32,464,033.34 Retained profit 224,427,570.18 133,474,515.96 Balance difference of foreign currency translation Total owner’s equity(or 1,091,092,229.81 1,000,349,424.74 shareholders’ equity) Total liabilities and owner’s 1,390,032,703.93 1,122,107,550.84 equity(or shareholders’ equity) 3. Consolidated Profit Statement Unit: RMB Item Note Amount in this period Amount in last period I. Total operating income 114,026,690.16 139,922,991.06 Including: Operating income 114,026,690.16 139,922,991.06 Interest income Insurance gained Commission charge and commission income II. Total operating cost 131,477,781.95 148,255,335.86 Including: Operating cost 92,593,340.74 112,209,097.15 Interest expense Commission charge 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 662,775.12 896,845.51 Sales expenses 6,539,865.06 8,969,300.98 Administration expenses 31,343,771.04 21,699,521.40 Financial expenses 381,706.23 4,550,650.77 Losses of devaluation of asset -43,676.24 -70,079.95 Add: Changing income of fair 969,367.20 -42,000.00 value(Loss is listed with “-”) Investment income (Loss is 105,857,836.04 -265,249.23 listed with “-”) Including: Investment income on affiliated company and joint -299,393.90 -265,249.23 venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is 89,376,111.45 -8,639,594.03 listed with “-”) 20 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Add: Non-operating income 772,170.63 17,433,557.36 Less: Non-operating expense 237,648.80 60,551.66 Including: Disposal loss of 237,578.80 60,551.66 non-current asset IV. Total Profit (Loss is listed 89,910,633.28 8,733,411.67 with “-”) Less: Income tax expense 1,043,256.86 1,674,051.00 V. Net profit (Net loss is listed 88,867,376.42 7,059,360.67 with “-”) Including: net profit realized before consolidation by mergered party Net profit attributable to 88,867,376.42 4,396,354.98 owner’s of parent company Minority shareholders’ gains 2,663,005.69 and losses VI. Earnings per share -- -- i. Basic earnings per share 0.3542 0.0242 ii. Diluted earnings per share 0.3542 0.0242 VII. Other consolidated -210,249.15 income VIII. Total comprehensive 88,657,127.27 7,059,360.67 income Total consolidated income attributable to owners of parent 88,657,127.27 4,396,354.98 company Total consolidated income attributable to minority 2,663,005.69 shareholders Legal representative: Mr. Zheng Yuxi Person in charge of accounting works: Ms. Zeng Suyan Person in charge of accounting institution: Ms. Wang Zhiping 4. Profit Statement of parent company Unit: RMB Items Note Amount in this period Amount in last period I. Operating income 2,050,941.33 1,434,424.23 Less: operating cost 422,583.09 91,320.28 Operating tax and extras 72,935.33 66,000.00 Sales expenses 266,780.75 515,239.93 Administration expenses 17,165,949.80 11,040,603.19 Financial expenses -274,315.92 2,392,752.83 Losses of devaluation of asset 0.00 540.00 Add: Changing income of fair 970,867.20 value(Loss is listed with “-”) Investment income (Loss is 105,857,836.04 -265,249.23 listed with “-”) Including: Investment income on affiliated company and joint -299,393.90 -265,249.23 venture II. Operating profit (Loss is 91,225,711.52 -12,937,281.23 listed with “-”) Add: Non-operating income 17,088,533.21 21 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Less: Non-operating expense 180,081.65 35,326.88 Including: Disposal loss of 180,081.65 35,326.88 non-current asset III. Total Profit (Loss is listed 91,045,629.87 4,115,925.10 with “-”) Less: Income tax expense 92,575.65 IV. Net profit (Net loss is listed 90,953,054.22 4,115,925.10 with “-”) V. Earnings per share -- -- i. Basic earnings per share ii. Diluted earnings per share VI. Other consolidated income -210,249.15 VII. Total comprehensive 90,742,805.07 4,115,925.10 income 5. Consolidated Cash Flow Statement Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 176,491,074.07 177,726,719.69 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 436,438.16 49,009.53 Other cash received concerning 2,938,001.74 6,445,884.77 operating activities Subtotal of cash inflow arising 179,865,513.97 184,221,613.99 from operating activities Cash paid for purchasing commodities and receiving labor 126,671,262.26 139,613,835.64 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank 22 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 22,096,377.43 17,020,987.85 Taxes paid 12,270,546.05 12,934,545.26 Other cash paid concerning 15,568,262.71 22,924,655.87 operating activities Subtotal of cash outflow arising 176,606,448.45 192,494,024.62 from operating activities Net cash flows arising from 3,259,065.52 -8,272,410.63 operating activities II. Cash flows arising from investing activities: Cash received from recovering 152,102,277.68 24,800,000.00 investment Cash received from investment income Net cash received from disposal of fixed, intangible and other 840,414.80 13,051,728.00 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from 152,942,692.48 37,851,728.00 investing activities Cash paid for purchasing fixed, intangible and other long-term 65,533,240.27 17,789,197.69 assets Cash paid for investment Net increase of mortgaged loans -20,000,000.00 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from 65,533,240.27 -2,210,802.31 investing activities Net cash flows arising from 87,409,452.21 40,062,530.31 investing activities III. Cash flows arising from financing activities Cash received from absorbing 512,499,992.40 investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 145,000,000.00 65,000,000.00 Cash received from issuing bonds Other cash received concerning 2,723,285.23 financing activities 23 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 Subtotal of cash inflow from 147,723,285.23 577,499,992.40 financing activities Cash paid for settling debts 153,000,000.00 52,400,000.00 Cash paid for dividend and profit 3,039,716.43 5,530,183.59 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning 500,000.00 4,099,501.38 financing activities Subtotal of cash outflow from 156,539,716.43 62,029,684.97 financing activities Net cash flows arising from -8,816,431.20 515,470,307.43 financing activities IV. Influence on cash and cash equivalents due to fluctuation in 3,151.01 -8,344.27 exchange rate V. Net increase of cash and cash 81,855,237.54 547,252,082.84 equivalents Add: Balance of cash and cash 436,842,717.15 40,540,179.32 equivalents at the period -begin VI. Balance of cash and cash 518,697,954.69 587,792,262.16 equivalents at the period -end 6. Cash Flow Statement of parent company Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 1,192,862.90 1,413,364.27 services Write-back of tax received Other cash received concerning 126,209,411.56 4,239,039.14 operating activities Subtotal of cash inflow arising 127,402,274.46 5,652,403.41 from operating activities Cash paid for purchasing commodities and receiving labor 79,699.32 271,848.55 service Cash paid to/for staff and workers 7,395,526.26 5,784,877.12 Taxes paid 1,339,488.17 919,246.61 Other cash paid concerning 7,502,361.90 20,208,017.33 operating activities Subtotal of cash outflow arising 16,317,075.65 27,183,989.61 from operating activities Net cash flows arising from 111,085,198.81 -21,531,586.20 operating activities II. Cash flows arising from investing activities: Cash received from recovering 152,102,277.68 24,800,000.00 investment Cash received from investment income Net cash received from disposal 115,000.00 13,000,000.00 of fixed, intangible and other 24 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from 152,217,277.68 37,800,000.00 investing activities Cash paid for purchasing fixed, intangible and other long-term 1,947,919.14 1,143,684.68 assets Cash paid for investment 503,497,641.88 Net cash received from subsidiaries and other units Other cash paid concerning -20,000,000.00 investing activities Subtotal of cash outflow from 505,445,561.02 -18,856,315.32 investing activities Net cash flows arising from -353,228,283.34 56,656,315.32 investing activities III. Cash flows arising from financing activities Cash received from absorbing 512,499,992.40 investment Cash received from loans 130,000,000.00 30,000,000.00 Cash received from bond offering Other cash received concerning 1,977,263.06 financing activities Subtotal of cash inflow from 131,977,263.06 542,499,992.40 financing activities Cash paid for settling debts 100,000,000.00 29,000,000.00 Cash paid for dividend and profit 2,071,163.95 3,818,933.23 distributing or interest paying Other cash paid concerning 4,099,501.38 financing activities Subtotal of cash outflow from 102,071,163.95 36,918,434.61 financing activities Net cash flows arising from 29,906,099.11 505,581,557.79 financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -212,236,985.42 540,706,286.91 equivalents Add: Balance of cash and cash 399,181,994.57 23,617,846.34 equivalents at the period -begin VI. Balance of cash and cash 186,945,009.15 564,324,133.25 equivalents at the period -end 25 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 7. Consolidated Statement on Changes of Owners' Equity Amount in this period Unit: RMB Amount in this period Owners' equity attributable to the parent company Items Minority’s Total owners’ Less: General Paid-up capital Capital Reasonable Surplus equity equity Treasury risk Retained profit Others (Share capital) reserves reserve reserves Stock provision I. Balance at the end of last year Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 250,900,154.00 568,700,222.51 32,464,033.34 37,812,102.74 889,876,512.59 III. Increase/ Decrease in this year (Decrease -210,249.15 88,867,376.42 88,657,127.27 is listed with'"-") (i) Net profit 88,867,376.42 88,867,376.42 (ii) Other consolidated income -210,249.15 -210,249.15 Subtotal of (i)and (ii) -210,249.15 88,867,376.42 88,657,127.27 (III) Owners' devoted and decreased capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal owners' equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 26 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the report period 250,900,154.00 568,489,973.36 32,464,033.34 126,679,479.16 978,533,639.86 Amount in last period Unit: RMB Amount in last period Owners' equity attributable to the parent company Items Less: General Minority’s Total owners’ Paid-up capital Capital Reasonable Surplus Retained equity equity Treasury risk Others (Share capital) reserves reserve reserves profit Stock provision I. Balance at the end of last year Add: retroactive adjustment arising from enterprise consolidation under the same control Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 181,923,088.00 79,873,070.29 32,464,033.34 30,831,869.17 47,849,552.44 372,941,613.24 III. Increase/ Decrease in this year (Decrease 68,977,066.00 488,827,152.22 6,980,233.57 -47,849,552.44 516,934,899.35 is listed with'"-") (i) Net profit 6,980,233.57 2,663,005.69 9,643,239.26 (ii) Other consolidated income Subtotal of (i)and (ii) 6,980,233.57 2,663,005.69 9,643,239.26 (III) Owners' devoted and decreased capital 68,977,066.00 488,827,152.22 0.00 0.00 0.00 0.00 0.00 0.00 -50,512,558.13 507,291,660.09 1. Owners' devoted capital 68,977,066.00 503,415,075.89 572,392,141.89 2. Amount calculated into owners' equity paid in shares 3. Others -14,587,923.67 -50,512,558.13 -65,100,481.80 (IV)Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders) 27 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 4. Others (V) Carrying forward internal owners' equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1.Withdrawal in this period 2.Usage in this period (VII) Other IV. Balance at the end of the report period 250,900,154.00 568,700,222.51 32,464,033.34 37,812,102.74 889,876,512.59 8. Statement on Changes of Owners' Equity of Parent Company Amount in this period Unit: RMB Amount in this period Item Paid-up capital Less: Treasury Reasonable General risk Total owners’ Capital reserves Surplus reserves Retained profit (Share capital) Stock reserve reserve equity I. Balance at the end of last year Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 250,900,154.00 583,510,721.44 32,464,033.34 133,474,515.96 1,000,349,424.74 III. Increase/ Decrease in this year (Decrease is -210,249.15 90,953,054.22 90,742,805.07 listed with'"-") (i) Net profit 90,953,054.22 90,953,054.22 (ii) Other consolidated income -210,249.15 -210,249.15 Subtotal of (i)and (ii) -210,249.15 90,953,054.22 90,742,805.07 (III) Owners' devoted and decreased capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 28 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 1. Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal owners' equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the report period 250,900,154.00 583,300,472.29 32,464,033.34 224,427,570.18 1,091,092,229.81 Amount in last year Unit: RMB Amount in last year Item Paid-up capital Less: Treasury Reasonable General risk Total owners’ Capital reserves Surplus reserves Retained profit (Share capital) Stock reserve reserve equity I. Balance at the end of last year Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 181,923,088.00 80,095,645.55 32,464,033.34 134,399,358.26 428,882,125.15 III. Increase/ Decrease in this year (Decrease is 68,977,066.00 503,415,075.89 -924,842.30 571,467,299.59 listed with'"-") (i) Net profit -924,842.30 -924,842.30 (ii) Other consolidated income Subtotal of (i)and (ii) -924,842.30 -924,842.30 (III) Owners' devoted and decreased capital 68,977,066.00 503,415,075.89 0.00 0.00 0.00 0.00 0.00 572,392,141.89 1. Owners' devoted capital 68,977,066.00 503,415,075.89 572,392,141.89 2. Amount calculated into owners' equity paid in shares 29 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal owners' equity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 3. Withdrawal in this period 4. Usage in this period (VII) Other IV. Balance at the end of the report period 250,900,154.00 583,510,721.44 32,464,033.34 133,474,515.96 1,000,349,424.74 30 深圳市深宝实业股份有限公司 2012 年半年度报告摘要 (III) Notes to financial statement 1. Changes of main accounting policy and accounting estimation as well as accounting errors modification and figures (1) Changes of accounting policy Is there any change on accounting policy in reporting period? □ Yes √ No (2) Changes of accounting estimation Is there any change on main accounting estimation in reporting period? □ Yes √ No (3) Accounting errors modification Is there has previous accounting errors modified in reporting period? □ Yes √ No 2. Reasons of consolidation range changed in aspect of consolidation statement The consolidation range has two new wholly-owned subsidiaries: Hangzhou Mingduan Tianping Tea Co., Ltd. and Shenzhen Shenbao Technology Center Co., Ltd were established by the Company dated 3 May 2012 and 10 May 2012 respectively. 3. If Non-standard Unqualified Opinion is supplied, list the related notes to the matters involved. □ Yes √ No Shenzhen Shenbao Industrial Co., Ltd. Chairman: Zheng Yuxi 17 August 2012 31