Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 1 Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009 (Full Text) §1. Important Notice 1.1 Board of Directors and the Supervisory Committee of Shenzhen Zhongheng Huafa Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 Other directors attended the meeting on examining the Quarterly Report except for the following directors. Name of absent directors Reason of absence Name of entrusted Li Zhongqiu Went abroad Chen Zhigang 1.3 The Financial Report for the First Quarterly Report of the Company has not been audited by CPAs. 1.4 Principal of the Company Li Zhongqiu, Person in Charge of Financial Works Fu Yanhua, and Person in Charge of Accounting Organ (Accounting Supervisor) Sun Wei hereby confirm that the Financial Report of the First Quarterly Report is true and complete. §2. Company Profile 2.1 Main Accounting Data and Financial Indexes: Unit: RMB At the end of the report period At the end of the last year Changes of increase/decrease (%) Total assets 514,989,335.39 446,670,716.88 15.30% Equity attributable to owners of the parent company 249,912,045.05 247,809,266.16 0.85% Share capital 283,161,227.00 283,161,227.00 Net asset per share attributable to owners of the parent company 0.88 0.875 0.57% In the report period The same period of last year Changes of increase/decrease (%) Total operating income 93,287,223.02 42,328,434.23 120.39% Net profit attributable to owners of the parent company 2,102,778.89 1,523,607.05 38.01% Net cash flow arising from operating activities -6,811,000.93 11,291,901.85 -160.32% Net cash flow arising from operating activities per share -0.024 0.04 -160.00% Basic earnings per share 0.0074 0.00513 44.25% Diluted earnings per share 0.0074 0.00513 44.25% Return on equity 0.84% 0.63% Increased 0.21 percentage pointsShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 2 Return on equity after deducting the non-recurring losses and gains 0.90% 0.14% Increased 0.76 percentage points Items of non-recurring gains and losses Amount in year-begin to the end of report period Other non-operating income and expense excluded the aforementioned items -147,079.64 Total -147,079.64 Explanations on items of non-recurring gains and losses Non-operating income was the compensation for violation of contract, non-operating expense was the account paid for the abnormal operating expense. 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 23,408 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Full Name of shareholder Amount of tradable shares with unrestricted conditions held at the end of report period Type of shares SEG (HONG KONG) CO., LTD. 16,569,560 Domestically listed foreign shares GOOD HOPE CORNER INVESTMENTS LTD 13,900,000 Domestically listed foreign shares XIAO GENG NING 1,077,769 Domestically listed foreign shares BINGHUA LIU 876,213 Domestically listed foreign shares WU WEI MIN 870,500 RMB ordinary shares LUO YA 756,620 Domestically listed foreign shares WANG ZHI YONG 750,000 Domestically listed foreign shares LIU LIAO YUAN 734,200 Domestically listed foreign shares FENG ZHI E 693,500 RMB ordinary shares ZHU MING 611,348 Domestically listed foreign shares §3. Significant events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable Monetary assets increased by 88.79%, due to return the short-term loan RMB 94 million, and newly-increased long-term loan RMB 140 million in the report period. Notes payable decreased by 43.06%, due to that the Company strengthened in taking back cash when collecting the account, decreased noted receivable and taking back goods account on notes receivable which was received in prophase. Account receivable increased by 19.32%, mainly due to increase of account receivable of the newly-increased subsidiary -Wuhan Hengfa Science and Technology Co., Ltd in the consolidation scope in this report period. Other account receivable increased by 28.12%, mainly due to increase of other account receivable of the newly-increased subsidiary -Wuhan Hengfa Science and Technology Co., Ltd in the consolidation scope in this report period. Inventory increased by 43.16%, mainly due to increase of inventory of the newly-increased subsidiary -Wuhan Hengfa Science and Technology Co., Ltd in the consolidation scope in this report period. Other current assets mainly referred to finance adviser fee which was newly increased in the report period. The adviser period is the same as the period of long-term period. The Company made long- termShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 3 amortizations. Notes payable increased by 88.43%, mainly due to change by the increase of payment method of notes in this report period. Accounting payable increased by 86.09%, mainly due to that the newly-increased subsidiary -Wuhan Hengfa Science and Technology Co., Ltd increased account payable for purchasing goods in this report period. Other account payable as of period-end decreased by 55.83%, mainly due to that the Company paid the last account for purchasing plastic injection business to Wuhan Zhongheng Group, and balance account of credits’ right and debt respectively received and paid by Wuhan Zhongheng Group for the Company because of entrust operation. Operating income increased by 120.39% over the same period of last year, mainly due to the income from the newly-increased subsidiary -Wuhan Hengfa Science and Technology Co., Ltd in the consolidation scope in the report period Operation cost and business tax & surcharges were because of the relevant operation cost and business tax & surcharges of the newly-increased subsidiary -Wuhan Hengfa Science and Technology Co., Ltd. in the consolidated scope. Sales expense and administration expense respectively increased by 32.31% and 35.84%, due to that the relevant sales expense and administration expense of the newly-increased subsidiary -Wuhan Hengfa Science and Technology Co., Ltd. in the consolidated scope. Financial expense decreased by 19.5% over the same period of last year, due to that the changes of exchange rate was smaller in the report period, and the exchange loss of export income decreased compared with that in the same period of last year. Reason for decrease of non-operating income: tenancy income from Huafa Yard which was reckoned into the non-operating income would be handed in to Zhenhua Group based on the agreement since Nov. 2008, so income from this item decreased. 3.2 Analysis and explanation of significant events and their influence and solutions □Applicable √Inapplicable 3.3 Implementations of commitments by the Company, shareholders and actual controller √Applicable □Inapplicable Commitments Content of commitments Implementation Commitments for Share Merger Reform Naught Naught Commitments on share restriction for trading Promised that the holding non-circulating shares of the Company won’t be traded on the market within 36 months since they acquired listed trading right. Under implementation Commitments made in Acquisition Report or Reports on Change in Interests Planed to put related capital of plastic injection business and its owned 70% HSGD equity into the Company within 1 year after equity ownership transfer of the purchase was accomplished. 1. Wuhan Zhongheng Group didn’t finish the assets injection within the commitment term; 2. On Jun. 5, 2008, with examination and approval from the 3rd temporary meeting of the Board for 2008, the Company took cash RMB 27 million buying relevant assets concerning production of injection products from Wuhan Zhongheng Group, and thus part commitment had been finished; 3. In the first 10 days of May, 2008, the Company officially started off the significant asset restructure work of purchasing the 70%Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 4 equities of Wuhan Hengsheng Photoelectricity Industry Co., Ltd.; engaged financial consultant and law consultant to carry out earnest investigation on the restructure assets that may be involved, and negotiated with relevant departments which were in charge of this. However, due to that relevant condition was not mature, there were obstacles in material asset restructure and paused the planning in short-time. Commitments made in Material Assets Reorganization Naught Naught Commitments made in issuing Naught Naught Other commitments (including additional commitments) Naught Naught 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 √Inapplicable 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Registration form for receiving research, communication and interview in the report period. In the report period, there were no receptions from the investors such as spot research, telephone communications and written enquiries. 3.5.3 Particulars about the explanations on other significant events □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Shenzhen Zhongheng Huafa Co., Ltd. March 31, 2009 Unit: RMB Items MerBgaelra n ce at pePriaorde-netn Cd ompany MerBgaelra n ce at yePara-rbeengt iCn ompany Current assets: Monetary funds 45,904,387.93 39,020,702.98 24,314,654.56 23,236,402.77 Settlement provisions Capital lent Transaction finance asset Notes receivable 3,853,555.72 3,853,555.72 6,767,862.01 6,767,862.01 Accounts receivable 119,282,626.66 102,208,037.00 98,397,251.00 98,372,655.00 Accounts paid in advance 2,272,739.97 1,259,205.37 2,046,277.06 1,966,277.06 Insurance receivable Reinsurance receivables Contract reserve ofShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 5 reinsurance receivable Interest receivable Dividend receivable Other receivables 21,934,625.26 25,896,627.03 15,576,239.03 15,883,360.82 Purchase restituted finance asset Inventories 74,562,523.29 49,849,121.97 50,460,254.12 50,350,104.12 Non-current asset due within one year Other current assets 1,968,726.48 1,482,142.86 Total current assets 269,779,185.31 223,569,392.93 197,562,537.78 196,576,661.78 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity securities Long-term account receivable Long-term equity investment 33,203,489.00 30,465,789.00 Investment property 42,272,781.95 42,272,781.95 42,938,764.28 42,938,764.28 Fixed assets 191,093,184.15 173,586,829.59 194,494,830.65 176,935,860.29 Construction in progress 1,641,582.01 1,251,480.79 1,624,882.03 1,135,030.03 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 6,405,973.46 6,377,405.20 6,253,073.63 6,253,073.63 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset 3,796,628.51 4,813,975.21 3,796,628.51 4,813,975.21 Other non-current asset Total non-current asset 245,210,150.08 261,505,961.74 249,108,179.10 262,542,492.44 Total assets 514,989,335.39 485,075,354.67 446,670,716.88 459,119,154.22 Current liabilities: Short-term loans 94,000,000.00 94,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilitiesShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 6 Notes payable 6,462,657.41 6,462,657.41 3,429,765.26 3,429,765.26 Accounts payable 92,847,575.36 59,377,847.33 49,895,119.48 49,732,770.38 Accounts received in advance 1,882,211.54 1,882,211.54 1,962,952.11 1,962,952.11 Selling financial asset of repurchase Commission charge and commission payable Wage payable 1,054,784.60 1,053,785.63 908,291.64 844,458.29 Taxes payable 2,344,989.19 2,927,151.96 2,766,213.08 2,678,179.46 Interest payable Dividend payable Other accounts payable 20,109,597.83 18,243,894.60 45,523,634.74 53,272,582.46 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities Total current liabilities 124,701,815.93 89,947,548.47 198,485,976.31 205,920,707.96 Non-current liabilities: Long-term loans 140,000,000.00 140,000,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities 175,474.41 175,474.41 175,474.41 175,474.41 Deferred income tax liabilities Other non-current liabilities 200,000.00 200,000.00 200,000.00 200,000.00 Total non-current liabilities 140,375,474.41 140,375,474.41 375,474.41 375,474.41 Total liabilities 265,077,290.34 230,323,022.88 198,861,450.72 206,296,182.37 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 283,161,227.00 283,161,227.00 283,161,227.00 283,161,227.00 Capital public reserve 104,073,326.94 104,073,326.94 104,073,326.94 104,073,326.94 Less: Inventory shares Surplus public reserve 77,391,593.25 77,391,593.25 77,391,593.25 77,391,593.25 Provision of general risk Retained profit -214,714,102.14 -209,873,815.40 -216,816,881.03 -211,803,175.34 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 249,912,045.05 254,752,331.79 247,809,266.16 252,822,971.85Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 7 Minority interests Total owner’s equity 249,912,045.05 254,752,331.79 247,809,266.16 252,822,971.85 Total liabilities and owner’s equity 514,989,335.39 485,075,354.67 446,670,716.88 459,119,154.22 4.2 Profit statement Prepared by Shenzhen Zhongheng Huafa Co., Ltd. Jan.-Mar., 2009 Unit: RMB Items MerAgmero u nt in thiPsa preenrito Cd ompany MerAgmero u nt in lasPta preenrito Cd o mpany I. Total operating income 93,287,223.02 67,051,317.58 42,328,434.23 41,842,186.23 Including: Operating income 93,287,223.02 56,726,518.72 42,328,434.23 41,842,186.23 Interest income Insurance gained Commission charge and commission income II. Total operating cost 90,575,354.22 64,551,359.97 42,940,270.50 42,454,270.40 Including: Operating cost 79,905,708.80 56,726,518.72 34,131,325.38 34,131,325.38 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 648,909.94 576,858.85 477,565.00 452,280.11 Sales expenses 1,337,685.11 928,856.61 1,011,006.23 1,011,006.23 Administration expenses 6,848,772.65 4,729,513.79 5,041,632.79 4,580,872.02 Financial expenses 1,834,277.72 1,589,612.00 2,278,741.10 2,278,786.66 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 951,043.53 951,043.53 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 2,711,868.80 2,499,957.61 339,207.26 338,959.36 Add: Non-operating income 69,557.30 69,557.30 1,245,349.09 1,245,349.09Shenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 8 Less: Non-operating expense 216,636.94 216,636.94 60,949.30 60,701.40 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 2,564,789.16 2,352,877.97 1,523,607.05 1,523,607.05 Less: Income tax 462,010.27 423,518.03 V. Net profit (Net loss is listed with “-”) 2,102,778.89 1,929,359.94 1,523,607.05 1,523,607.05 Net profit attributable to owner’s equity of parent company 2,102,778.89 1,929,359.94 1,523,607.05 1,523,607.05 Minority shareholders’ gains and losses VI. Earnings per share i. Basic earnings per share 0.0074 0.0068 0.00513 0.00513 ii. Diluted earnings per share 0.0074 0.0068 0.00513 4.3 Cash flow statement Prepared by Shenzhen Zhongheng Huafa Co., Ltd. Jan.-Mar., 2009 Unit: RMB Items MerAgmero u nt in thiPsa preenrito Cd ompany MerAgmero u nt in lasPta preenrito Cd o mpany I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 72,909,566.64 66,049,501.30 63,268,673.33 62,791,789.33 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 Insured savings and net increase of 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 receivedShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 9 Other cash received concerning operating activities 5,610,551.26 3,946,071.59 1,134,312.25 2,144,025.65 Subtotal of cash inflow arising from operating activities 78,520,117.90 69,995,572.89 64,402,985.58 64,935,814.98 Cash paid for purchasing commodities and receiving labor service 54,929,124.15 46,374,370.08 34,125,751.78 34,125,751.78 Net increase of customer loans and advances Net increase of deposits in central bank and interbank 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 6,382,987.51 3,962,125.15 5,259,244.43 5,191,739.57 Taxes paid 995,283.89 971,458.57 4,336,818.33 4,292,705.13 Other cash paid concerning operating activities 23,023,723.28 29,528,059.22 9,389,269.19 9,216,206.29 Subtotal of cash outflow arising from operating activities 85,331,118.83 80,836,013.02 53,111,083.73 52,826,402.77 Net cash flows arising from operating activities -6,811,000.93 -10,840,440.13 11,291,901.85 12,109,412.21 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets 135,000.00 135,000.00 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 135,000.00 135,000.00 Cash paid for purchasing fixed, intangible and other long-term assets 1,537,975.77 576,269.73 54,401.68 54,401.68 Cash paid for investment 14,500,000.00 17,237,700.00 Net increase of mortgaged loansShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 10 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 16,037,975.77 17,813,969.73 54,401.68 54,401.68 Net cash flows arising from investing activities -16,037,975.77 -17,813,969.73 80,598.32 80,598.32 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 140,000,000.00 140,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 140,000,000.00 140,000,000.00 Cash paid for settling debts 94,000,000.00 94,000,000.00 11,200,000.00 11,200,000.00 Cash paid for dividend and profit distributing or interest paying 1,513,770.50 1,513,770.50 974,187.08 974,187.08 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities 95,513,770.50 95,513,770.50 12,174,187.08 12,174,187.08 Net cash flows arising from financing activities 44,486,229.50 44,486,229.50 -12,174,187.08 -12,174,187.08 IV. Influence on cash due to fluctuation in exchange rate -47,519.43 -47,519.43 -1,337,183.48 -1,337,183.48 V. Net increase of cash and cash equivalents 21,589,733.37 15,784,300.21 -2,138,870.39 -1,321,360.03 Add: Balance of cash and cash equivalents at the period -begin 24,314,654.56 23,236,402.77 18,308,223.25 17,175,103.18 VI. Balance of cash and cash equivalents at the period -end 45,904,387.93 39,020,702.98 16,169,352.86 15,853,743.15 4.4 Auditor’ report Auditor’s opinions: Un-audited Board of the Directors ofShenzhen Zhongheng Huafa Co., Ltd. The First Quarterly Report for 2009(Full Text) 11 Shenzhen Zhongheng Huafa Co., Ltd. April 27, 2009