Shenzhen Benelux Enterprise Co., Ltd. The First Quarterly Report 2009 §1. Important Notice 1.1 The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior management staff of Shenzhen Benelux Enterprise Co., Ltd (hereinafter referred to as the Company) guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and will take individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. 1.2 The Financial Report of the first quarterly report period has not been audited. 1.3 Mr. Xu Min, Principal of the Company, Mr. Wang Changsheng, CFO, and Ms. Li Lingling, person in charge of accounting organ, hereby confirm that the Financial Report enclosed in Quarterly Report is true and complete. §2 Company Profile 2.1 Main accounting data and financial indices Unit: RMB Yuan At the end of this report period At the period-end of last year Increase/decrease (%) Total assets 10,441,072.89 10,645,772.99 -1.92% Owner’s equity attributable to parent company -389,898,378.37 -389,583,260.77 -0.08% Share capital 60,500,000.00 60,500,000.00 0.00% Net assets per share attributable to owners of parent company -6.445 -6.439 -0.09% This period Same period of last year Increase/decrease (%) Operating revenue 137,152.50 180,372.00 -23.96% Net profit attributable to owners of parent company -315,117.60 -261,050.72 20.71% Net cash flow arising from operating activities 1,388.00 -8,204.39 117.30% Net cash flow per share arising from operating activities 0.00 0.00 0.00% Basic earnings per share -0.005 -0.004 -25.00% Fully diluted earnings per share -0.005 -0.004 -25.00% Return on equity 0.00% 0.00% 0.00% Return on equity after deducting non-recurring gains and losses 0.00% 0.00% 0.00% Items of non-recurring gains and losses Amount from the year-begin to end of report period 0.0 0.00Total 0.00 Explanation on items of non-recurring gains and losses Naught 2.2 Total number of shareholders at the end of the report period and statement on shares held by the top ten shareholders holding tradable shares Unit: Share Total shareholders at the end of report period 3,865 Shares held by the top ten shareholders holding tradable shares Full name of shareholder Tradable shares held at the period-end Type of share SUN LI FENG 1,093,701 Domestically listed foreign shares WANG YONG 320,000 Domestically listed foreign shares WANG YAN 300,000 Domestically listed foreign shares ABN AMRO BANK NV 246,700 Domestically listed foreign shares KOTO TRANSPORT LTD 200,000 Domestically listed foreign shares ZHANG HAN XING 196,900 Domestically listed foreign shares WANG JUN BIN 188,902 Domestically listed foreign shares GUI RAN YAO 150,000 Domestically listed foreign shares CHEN SU JUAN 146,000 Domestically listed foreign shares CHEN WEI 121,000 Domestically listed foreign shares §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason □Applicable √Inapplicable 3.2 The progress of significant events and influence, as well as the analysis and explanation on resolving proposal √Applicable □Inapplicable About relevant events referring to audit opinion, the Board of Directors explained as follows: I. The audit scope is limited. (1) Concerning the rationality of the un-consolidated statements: as stated in Note Ⅶ to the financial statements, the 99% equities of Wuhan Ruide Biological Product Co., Ltd. (hereinafter referred to as “Ruide Company”) held by the Company were auctioned legally by Shenzhen Nanshan Court. The 75% equities of Shenzhen Houyuan Medical Appliances Co., Ltd. (hereinafter referred to as “Houyuan Company”) held by the company were sealed up and planned to be assessed and auctioned by Shanwei Intermediate People’s Court for involving in lawsuits. And the 91.11% equity of Shenzhen Benelux Simulation & Control Co., Ltd. held by the Company was frozen by Wuhan Intermediate People’s Court, which was in the state of suspension in 2007. All these facts manifested that the Company had lost thesubstantial control over the three subsidiaries. In order to solve the said problems, the Board of Directors and the Shareholders’ General Meeting had made relevant resolutions on disposing and liquidating the three subsidiaries (please refer to the public notices disclosed by the Company on Securities Times and Hong Kong Ta Kung Pao on 29 Mar. 2006 and 9 May 2006). According to Accounting Standard for Business Enterprises - Consolidated Financial Statements, it was in light with the regulation of Consolidated Financial Statement that the Company did not bring the three subsidiaries to be disposed, being lost control and in the state of suspense into the consolidated statements scope, which truly and fairly reflected the financial status of the Company. (2) Influence of the un-audit on the accounting statements: Because the Company had withdrawn impairment provision on long-term investment at full amount, of which the book value was zero, as well as the un-qualification of the subsidiaries for the consolidated statements, there were no influence on the financial status and operating results of the Company. In addition, there is currently no evidence indicating that the Company may have other guarantee issues. II. Concerning going-concern of the Company So far, the Company had achieved great progress in debt restructuring (please refer to Note XIII to the financial statements for more details), which laid a foundation for the rest work of debt restructuring and the next asset restructuring. It was hoped that the Company could stem the disadvantaged tide and get out of the dilemma that there was no main business by means of efforts of the Company and the large shareholders, as to return to the track of normal development. 3.3 The fulfillment of the commitment made by the Company, shareholders and the actual controller □Applicable √Inapplicable 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Explanation on other significant events 3.5.1 Securities investment □Applicable √Inapplicable 3.5.2 Equity of other listed companies the Company held Date Venue Manner Visitors Topics discussed and information provided 12 Jan. 2009 5/F, No. 13 Building, Zhongxing Industry Park, Nanshan District Communication by telephone Individual investor Investors inquired that whether the Company can resume trading 17 Feb. 2009 5/F, No. 13 Building, Zhongxing Communication Individual Investors inquired that whether theIndustry Park, Nanshan District by telephone investor Company can resume trading 23 Mar. 2009 5/F, No. 13 Building, Zhongxing Industry Park, Nanshan District Communication by telephone Individual investor Investors inquired that whether the Company can resume trading 3.5.3 Other significant events □Applicable √Inapplicable §4 Appendix 4.1 Balance sheet Prepared by Shenzhen Benelux Enterprise Co., Ltd 31 Mar. 2009 Unit: RMB Yuan Balance at the period-end Balance at the year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets Cash and cash equivalents 11,452.11 11,452.11 10,064.11 10,064.11 Settlement fund Outgoing call loan Trading financial assets Notes receivable Accounts receivable Prepayment Insurance receivables Reinsurance Receivable Provision of reinsurance contract reserve receivable Interests receivable Dividend receivable Other receivables 43,887.25 43,887.25 47,900.00 47,900.00 Financial assets purchased under agreement to resell Inventories Non-current assets due within 1-year Other current assets Total current assets 55,339.36 55,339.36 57,964.11 57,964.11 Non-current assets: Loan and payment on other's behalf disbursed Available-for-sale financial assets Investment held to maturity Long-term receivables Long-term equity investment Investment property Fixed assets 10,385,733.53 10,385,733.53 10,587,808.88 10,587,808.88 Construction in progressEngineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets R&D expenses Goodwill Long-term deferred expenses Deferred tax assets Other non-current assets Total non-current assets 10,385,733.53 10,385,733.53 10,587,808.88 10,587,808.88 Total assets 10,441,072.89 10,441,072.89 10,645,772.99 10,645,772.99 Current liabilities: Short-term loans 6,990,000.00 6,990,000.00 6,990,000.00 6,990,000.00 Loans from central bank Deposits received and hold for others Call loan received Held-for-trading financial liabilities Notes payable Accounts payable 136,282.84 136,282.84 136,282.84 136,282.84 Advance from customers Financial assets sold under agreements to repurchase Fees and commissions payable Payroll payable Taxes payable 1,648,214.98 1,648,214.98 1,648,214.98 1,648,214.98 Interests payable 3,690,829.20 3,690,829.20 3,588,611.70 3,588,611.70 Dividend payable Other payables 74,065,972.42 74,065,972.42 74,057,772.42 74,057,772.42 Amount due to reinsurance Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liabilities due within 1-year Other current liabilities Total current liabilities: 86,531,299.44 86,531,299.44 86,420,881.94 86,420,881.94 Non-current liabilities: Long-term loans Bonds payable Long-term payables Specific payables Provision for liabilities 313,808,151.82 313,808,151.82 313,808,151.82 313,808,151.82Deferred taxes liabilities Other non-current liabilities Total non-current liabilities: 313,808,151.82 313,808,151.82 313,808,151.82 313,808,151.82 Total liabilities 400,339,451.26 400,339,451.26 400,229,033.76 400,229,033.76 Shareholders' Equity: Share capital 60,500,000.00 60,500,000.00 60,500,000.00 60,500,000.00 Capital surplus 34,791,680.54 34,791,680.54 34,791,680.54 34,791,680.54 Less:Treasury Stock Surplus reserve 31,716,564.50 31,716,564.50 31,716,564.50 31,716,564.50 General risk provision Retained earnings -516,906,623.41 -516,906,623.41 -516,591,505.81 -516,591,505.81 Foreign exchange difference Total shareholders' equity attributable to holding company -389,898,378.37 -389,898,378.37 -389,583,260.77 -389,583,260.77 Minority interest Total shareholder's equity -389,898,378.37 -389,898,378.37 -389,583,260.77 -389,583,260.77 Total liabilities & shareholder's equity 10,441,072.89 10,441,072.89 10,645,772.99 10,645,772.99 4.2 Income statement Prepared by Shenzhen Benelux Enterprise Co., Ltd Jan.-Mar. 2009 Unit: RMB Yuan Amount for current period Amount for the last period Items Consolidation Parent Company Consolidation Parent Company I. Total revenue 137,152.50 137,152.50 180,372.00 180,372.00 Including: revenue 137,152.50 137,152.50 180,372.00 180,372.00 Interests income Insurance fee income Fee and commission income II. Total cost of sales 452,270.10 452,270.10 441,422.72 441,422.72 Including: Cost of sales 2,732.40 2,732.40 7,826.30 7,826.30 Interests expenses Service charge and commission income Insurance discharge payment Claim expenses-net Provision for insurance contract reserve-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges Sales expenses Administrative expenses 345,769.92 345,769.92 331,378.92 331,378.92 Financial costs 103,767.78 103,767.78 102,217.50 102,217.50 Impairment lossPlus: gain/loss on change in fair value (“-”for loss) Gain/loss on investment(“-”for loss) Including: income from investment on associates and jointly ventures Gain or loss on foreign exchange difference (“-”for loss) III. Operating profit(“-”for loss) -315,117.60 -315,117.60 -261,050.72 -261,050.72 Plus: non-operating income Less: non-operating expense Including: loss from disposal of non-current asset IV. Total profit (“-”for loss) -315,117.60 -315,117.60 -261,050.72 -261,050.72 Less: income tax expense V. Net profit (“-”for loss) -315,117.60 -315,117.60 -261,050.72 -261,050.72 Including: Attributable to equity holders of the parent company -315,117.60 -315,117.60 -261,050.72 -261,050.72 Minority interest VI. Earnings per share (I) Basic earnings per share -0.01 -0.01 -0.004 -0.004 (II) Diluted earnings per share -0.01 -0.01 -0.004 -0.004 4.3 Cash Flow Statement Prepared by Shenzhen Benelux Enterprise Co., Ltd Jan.-Mar. 2009 Unit: RMB Yuan Amount for current period Amount for the last period Items Consolidation Parent Company Consolidation Parent Company I. Cash flows from operating activities Cash received from sales of goods or rending of services Net increase of deposits received and held for others Net increase of loans from central bank Net increase of inter-bank loans from other financial assets Cash received against original insurance contract Net Cash received from reinsurance Net increase of client deposit and investment Cash received from disposal of held-for-trading financial assets Cash received as Interests, fees and commissions received Net increase of inter-bank fund receivedCash received under repurchasing, net Tax returned Other cash received from operating activities 137,152.50 137,152.50 180,372.00 180,372.00 Sub-total of cash inflow from operating activities 137,152.50 137,152.50 180,372.00 180,372.00 Cash paid for goods and services Net increase of loans and advances Net increase of deposit in central bank, banks and other financial institutions Cash paid for original contract claim Cash paid for interests, fees and commission Cash paid for policy dividend Cash paid to and for employees 74,475.35 74,475.35 75,808.59 75,808.59 Cash paid for all types of taxes 5,168.12 5,168.12 10,627.42 10,627.42 Other cash paid relating to operating activities 56,121.03 56,121.03 102,140.38 102,140.38 Sub-total of cash outflows 135,764.50 135,764.50 188,576.39 188,576.39 Net cash outflow in operating activities 1,388.00 1,388.00 -8,204.39 -8,204.39 2. Cash Flows from Investing Activities Cash received from return of investments Cash received from investment income Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries and other operating units Other cash received relating to investing activities Sub-total of cash inflows of investing activities Cash paid for acquisition of fixed assets, intangible assets and other long-term assets Cash paid for acquisition of investments Net increase of pledge loans Net cash paid for acquisition of subsidiaries and other operating units Other cash paid relating to investing activities Sub-total of cash outflows of investing activities Net cash inflow from investing activities 3. Cash Flows from Financing Activities: Cash received from investment Including: Cash received from minority shareholders of subsidiaries Cash received from borrowings Cash received from bonds issuing Cash received relating to financing activitiesSub-total of cash inflows of financing activities Cash paid for repayments of borrowings Cash paid for dividends, profit distribution or interest Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities Sub-total of cash outflows of financing activities Net cash inflow from financing activities IV. Effect of foreign exchange rate changes V. Net decrease in cash and cash equivalents 1,388.00 1,388.00 -8,204.39 -8,204.39 Add: Cash and cash equivalents at the period-begin 10,064.11 10,064.10 61,725.75 61,725.75 VI. Cash and cash equivalents at the period-end 11,452.11 11,452.10 53,521.36 53,521.36 4.4 Auditor’s report Auditor’s opinion: un-audited