SHENZHEN CHIWAN PETROLEUM SUPPLY BASE CO., LTD. THE FIRST QUARTERLY REPORT OF 2009 PART 1 Important Notice 1.1 The directors, supervisors and senior managers guarantee that there exists no omission, misstatement, or misleading information in this quarterly report. They are responsible, individually and jointly, for the authenticity, accuracy and integrity of the information herein. 1.2 Mr. Stephen Stanley, the vice chairman of the board, was absent of the meeting for other business. All the other directors attended the Board meeting. 1.3 The first quarterly financial report has not been audited. 1.4 The Chairman of the Board, Mr. Han Guimao, the Deputy Financial Controller, Mdm. Yu Zhongxia, confirm that there exists no omission, misstatement, or misleading information on the financial results of this quarterly report. 1.5 The Quarterly Report is written in both Chinese and English. In case of conflict between the two versions, Chinese version shall prevail. PART 2 Profile of the Company 2.1 Main financial data and indices Unit: RMB End of the reporting period Beginning of this year Increase (%) Total assets 2,344,039,515.81 2,269,548,271.28 3.28% Shareholders’ equity 911,640,170.89 886,063,910.86 2.89% Shares capital 230,600,000.00 230,600,000.00 - Net assets per share 3.95 3.84 2.86% Reporting period Same period of last year Increase (%) Revenue 74,557,821.99 67,582,158.37 10.32% Net profit 25,576,260.03 21,096,273.95 21.24% Net cash flow from operating activities 30,803,457.40 30,447,085.63 1.17% Net cash flow from operating activities per share 0.13 0.13 - EPS 0.11 0.09 22.22% Diluted EPS 0.11 0.09 22.22% ROE 2.81% 2.38% 0.43 percent ROE after deducting non-recurring gains & loses 2.81% 2.38% 0.43 percent Unit: RMB Government subsidies calculated into the profit 47,000.00 Net gains from other non-operating activities -99,175.77 Total -52,175.772 2.2 Total number of shareholders and the top ten tradable shareholders at the end of the period Total number of shareholder 8,034 The top ten tradable shareholders Shareholder names(full name) Share Type OFFSHORE JOINT SERVICES (BASES) CO. OF SGP. PTE LTD 51,180,000 B CHINA MECHANTS SECURITIES (HONGKONG) LTD 2,819,136 B GUOTAI JUNAN SECURIES HONG KONG LIMITED 2,697,370 B LIN XI 707,800 B SUN LI FENG 657,770 B OU YAN PING 613,613 B LIN QIAO CHAI 584,400 B MORGAN STANLEY & CO INTERNATIONAL PLC 473,243 B CHEN WEN 430,969 B YANG DONG MEI 420,000 B PART 3 Significant Events 3.1 Instance and reason for the big range change of main financial data and indices √ Applicable □ Inapplicable (1) Due to the income increase and the proceeding of renewing contracts, the balance of accounts receivable at the end of reporting period was RMB 41,577,359.02 with increase of 38% compared with the beginning of the reporting period. (2) Due to the payment of year-end bonus, the balance of employees’ wage payable was RMB 9,605,141.85 with decrease of 37% compared with the beginning of the reporting period. (3) Due to the withholding of income tax and the increase of income tax rate in Shenzhen area, the balance of tax payable was RMB 16,185,227.11 with increase of 37% compared with the beginning of the reporting period. (4) Due to the increase of profit and income tax rate, the income tax expense of the reporting period was RMB 4,094,662.47 with increase of 33% compared with the same period of last year. (5) Due to the increase of business tax and building tax, the tax payments of the reporting period was RMB 6,814,485.07 with increase of 32% compared with the same period of last year. (6) Due to the dividends of CPEC, the subsidiary with 20% shares held by the Company, the cash received from investments was RMB 700,000.00 with increase of 208% compared with same period of last year. (7) Due to the maturity of short-term bank financing with RMB 30 million at the same period of last year, the cash received from other investment activities was RMB 2 million with decrease of 93% compared with the same period of last year. (8) Due to the logistics park construction and facilities purchase, the cash paid for construction of fixed assets, intangible assets and other long-term assets was RMB 124,962,392.093 with increase of 210% compared with the same period of last year. 3.2 Important proceedings and influence □ Applicable √ Inapplicable 3.3 The implementation of the promises of the Company, shareholders and actual controller □ Applicable √ Inapplicable 3.4 Prediction and explanation on important changes of profit of next reporting period □ Applicable √ Inapplicable 3.5 Other significant events 3.5.1 Stock investment □ Applicable √ Inapplicable 3.5.2 Reception for the investors In the reporting period, the Company has ensued the communication ways successfully for the investors and received many enquires by telephone. But there no investor had asked for visiting on the spot or submitted written questionnaires. 3.5.3 Other significant events √ Applicable □ Inapplicable (1) There is no shares additional-purchase plan submitted by the shareholders who held above 30% shares. (2) There was no guarantee contract signed by the Company or fund impropriation by the controlling shareholder and its subsidiaries in the reporting period. (3) During the period dating from Feb.10 to Mar. 20, 2009, some directors, supervisors and senior managers have purchased shares of the Company. The details are as follows: Name Shares holding before Purchasing date amounts Purchasing way Shares holding after Cui Wei - 2009.2.10 -2009.3.20 97000 Purchasing in the secondary market with self-owned funds 97000 Ren Yongping 10000 2009.2.10 -2009.3.20 65900 Purchasing in the secondary market with self-owned funds 75900 Huang Donger - 2009.2.10 -2009.3.20 63700 Purchasing in the secondary market with self-owned funds 63700 Fu Jialin - 2009.2.10 -2009.3.20 45100 Purchasing in the secondary market with self-owned funds 45100 Liu Wei - 2009.2.10 -2009.3.20 34800 Purchasing in the secondary market with self-owned funds 34800 PART 4 First Quarterly Financial Statements of 2009 Balance Sheet Items ConsolidateMd ar 31,20P0a9r ent company ConsolidatedJa n 1 ,200P9a rent company Current assets:4 Cash and cash equivalents 73,153,497.35 58,831,114.95 131,387,928.04 80,240,914.36 Notes receivable Accounts receivable 41,577,359.02 29,371,464.54 30,058,340.97 18,180,431.33 Prepayments in advance 1,410,610.60 1,013,530.86 1,253,214.62 666,692.87 Interest receivable Dividend receivable 37,260,777.76 37,260,777.76 Other receivable 9,715,959.60 487,099,775.97 4,101,625.86 383,229,928.01 Inventories 1,274,191.26 1,184,932.97 1,426,789.13 1,292,411.92 Non-current asset due in 1 year Other current assets Total current assets 127,131,617.83 614,761,597.05 168,227,898.62 520,871,156.25 Non-current assets: Long-term accounts receivable Long-term share equity investment 282,545,033.40 806,698,805.53 279,739,030.03 803,892,802.16 Investment Property 496,830,627.57 95,486,576.53 479,508,264.36 96,941,237.80 Fixed assets 148,235,121.47 43,244,193.38 146,384,412.87 44,629,869.67 Construction in progress 420,116,000.96 31,317,275.19 339,240,607.25 29,866,123.04 Construction material Disposal of fixed assets Intangible assets: 438,833,559.13 23,807,920.87 412,695,502.70 27,390,042.79 Development expenditures Goodwill Long-term expenses to be amortized Deferred income tax assets 2,796,005.65 36,963.88 2,796,005.65 36,963.88 Other non-current assets: 427,551,549.80 381,154,260.00 440,956,549.80 381,154,260.00 Total non-current assets: 2,216,907,897.98 1,381,745,995.38 2,101,320,372.66 1,383,911,299.34 Total assets: 2,344,039,515.81 1,996,507,592.43 2,269,548,271.28 1,904,782,455.59 Current liabilities: Short-term loans 900,000,000.00 900,000,000.00 855,000,000.00 855,000,000.00 Notes payable Account payable 1,244,142.55 985,848.09 1,311,094.09 1,039,045.63 Received in advance 1,800.00 390,724.80 Employees’ wage payable 9,605,141.85 8,553,845.63 15,252,748.28 13,787,725.01 Tax payable 16,185,227.11 12,924,443.09 11,772,839.61 9,547,357.13 Interest payable 1,452,557.50 1,452,557.50 1,419,943.75 1,419,943.75 Others payables 363,376,749.78 217,626,444.01 358,055,082.99 185,091,297.21 Non-current liability due in 1 year Other current liabilities Total current liabilities 1,291,865,618.79 1,141,543,138.32 1,243,202,433.52 1,065,885,368.73 Non-current liabilities: Long-term loans Long-term account payable 2,000,000.00 Special payable Deferred income tax liability Other non-current liabilities 26,825,029.83 26,825,029.83 27,577,121.24 27,577,121.24 Total non-current liabilities 28,825,029.83 26,825,029.83 27,577,121.24 27,577,121.24 Total liabilities 1,320,690,648.62 1,168,368,168.15 1,270,779,554.76 1,093,462,489.97 Shareholders’ equity Share capital 230,600,000.00 230,600,000.00 230,600,000.00 230,600,000.00 Capital reserves 220,640,584.58 208,453,861.91 220,640,584.58 208,453,861.91 Less : Treasury Stock Surplus reserves 180,538,930.34 180,538,930.34 180,538,930.34 180,538,930.34 undistributed profits 279,860,655.97 208,546,632.03 254,284,395.94 191,727,173.37 Difference for foreign currency translation Total shareholders’ equity attributable to the parent company 911,640,170.89 828,139,424.28 886,063,910.86 811,319,965.62 Minority 111,708,696.30 112,704,805.66 Total shareholders’ equity 1,023,348,867.19 828,139,424.28 998,768,716.52 811,319,965.62 Total Liabilities and Equities 2,344,039,515.81 1,996,507,592.43 2,269,548,271.28 1,904,782,455.595 Income Statements (from Jan 1 to Mar 31) Items ConsoliJdaant e1d- Mar 3P1a,2re0n0t9 c ompany ConsolJi dJaatne d1 -Mar 3P1a,r2e0n0t 8c ompany I. Total business revenue 74,557,821.99 45,904,723.84 67,582,158.37 45,623,501.66 Incl. Business revenue 74,557,821.99 45,904,723.84 67,582,158.37 45,623,501.66 Interest income II. Total business cost 49,336,836.45 29,171,774.72 46,820,541.54 32,229,442.58 Incl. Business cost 25,494,612.29 14,050,842.13 21,894,208.64 13,685,090.93 Interest cost Business tax and surcharge 3,444,723.17 1,900,840.60 3,081,244.88 1,933,472.85 Sales expense Administrative expense 11,757,217.58 7,665,305.85 12,625,457.23 7,577,452.84 Financial expense 8,640,283.41 5,554,786.14 9,219,630.79 9,033,425.96 Plus: Gains from change of fair value (“-” for loss) Investment income (“-” for loss) 3,506,003.37 3,506,003.37 3,393,397.70 3,393,397.70 Incl. Investment income from affiliates 3,506,003.37 3,506,003.37 3,293,397.50 3,293,397.50 Exchange gains(“-” for loss) III. Operational profit (“-” for loss 28,726,988.91 20,238,952.49 24,155,014.53 16,787,456.78 Plus: Non-operating income 50,373.00 - 16,851.00 10,831.00 Less: Non-operating expenditure 102,548.77 91,130.00 4,726.48 3,776.48 Incl. Loss from disposal of non-current assets - 2,726.48 1,776.48 IV. Gross profit (“-” for loss) 28,674,813.14 20,147,822.49 24,167,139.05 16,794,511.30 Less: Income tax expenses 4,094,662.47 3,328,363.83 3,070,865.10 2,412,200.45 V. Net profit (“-” for net loss) 24,580,150.67 16,819,458.66 21,096,273.95 14,382,310.85 Net profit attributable to the owners of parent company 25,576,260.03 16,819,458.66 21,096,273.95 14,382,310.85 Minor shareholders’ equity -996,109.36 - - - VI. Earnings per share:: (I) Basic earnings per share 0.11 0.09 (II) Diluted earnings per share 0.11 0.09 Cash Flow Statements Items ConsolidJaante d1 -Mar 31P,a2r0e0n9t company Jan 1-Mar 31,C20o0n8so lidated I. Net cash flow from business operation Cash received from sales of products & providing of services 62,969,067.50 35,277,174.41 57,823,047.58 36,541,182.93 Received tax return Other cash received for business activities 2,666,177.32 565,771.46 296.377.05 5,104,014.38 Sub-total of cash inflow from business activities 65,635,244.82 35,842,945.87 58,119,424.63 41,645,197.31 Cash paid for purchasing of merchandise and services 7,608,219.73 5,715,419.78 7,242,919.73 6,066,345.63 Cash paid to or for staffs 15,643,935.14 11,926,364.38 11,417,818.79 8,490,762.75 Taxes paid 6,814,485.07 3,640,274.15 5,164,690.50 3,395,948.25 Other cash paid for business activities 4,765,147.48 1,990,794.02 3,846,909.98 1,991,073.09 Sub-total of cash outflow from business activities 34,831,787.42 23,272,852.33 27,672,339.00 19,944,129.72 Net cash flow from business operation 30,803,457.40 12,570,093.54 30,447,085.63 21,701,067.59 II. Cash flow from investing Cash received from investments 700,000.00 700,000.00 227,284.19 187,997.20 Net cash received from disposal of fixed assets, intangible assets, and other long-term assets 2,227.82 2,227.82 28,000.00 22,000.006 Net cash received from disposal of subsidiaries and other operational units Other cash received for investment activities 2,000,000.00 19,291,243.57 30,171,277.42 35,084,416.71 Sub-total of cash inflow due to investment activities 2,702,227.82 19,993,471.39 30,426,561.61 35,294,413.91 Cash paid for construction of fixed assets, intangible assets and other long-term assets 124,962,392.09 123,869,806.64 40,295,401.25 380,039.09 Cash paid for investment Net cash paid for getting subsidiaries and other operational units Other cash paid for investment activities 3,325,699.09 37,696,830.67 Sub-total of cash outflow from investment activities 124,962,392.09 127,195,505.73 40,295,401.25 38,076,869.76 Net cash flow from investment -122,260,164.27 -107,202,034.34 -9,868,839.64 -2,782,455.85 III. Cash flow from financing Cash received from investment Incl. Cash received from minor shareholders Cash received from loans 70,000,000.00 110,000,000.00 Other cash received fro m financing activities Sub-total of cash inflow from financing activities 70,000,000.00 110,000,000.00 Repayment for debts 25,000,000.00 25,000,000.00 Cash paid for dividend or interests 11,777,858.61 11,777,858.61 10,013,419.50 10,013,419.50 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities -88,432.39 Sub-total of cash outflow from financing activities 36,777,858.61 36,777,858.61 10,013,419.50 9,924,987.11 Net cash flow from financing 33,222,141.39 73,222,141.39 -10,013,419.50 -9,924,987.11 IV. Influence of exchange rate alternation on cash and cash equivalents 134.79 -14,086.05 -14,008.05 V. Net increase of cash and cash equivalents -58,234,430.69 -21,409,799.41 10,550,740.44 8,979,616.58 Plus: Balance of cash and cash equivalents at the beginning of term 131,277,928.04 80,130,914.36 84,572,921.25 76,940,780.32 VI. Balance of cash and cash equivalents at the end of term 73,043,497.35 58,721,114.95 95,123,661.69 85,920,396.90 Shenzhen Chiwan Petroleum Supply Base Co Ltd Dated: 29th April 2009