Shenzhen International Enterprise Co., Ltd. The First Quarterly Report 2011 §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee, as well as directors, supervisors and senior executives of Shenzhen International Enterprise Co., Ltd. (hereinafter referred to as the Company) warrant that this report does not contain any false or misleading statements or omit any material facts, and will take all responsibilities, individual and joint for the authenticity, accuracy and completeness of the report. 1.2 All directors attended the Board meeting in person and reviewed and examined the first quarterly report 2011 except the following directors. Name Office title Reason Name of assignee Xie Ruxuan Independent director Business trip Sun Changxing 1.3 The first quarterly financial report has not been audited. 1.4 Mr. Zheng Kanghao, the company principal, and Ms. Xu Xiaoyun, the principal of the accounting work and the person-in-charge of the accounting department (the accounting principal), hereby confirm that the financial statements enclosed in the quarterly report are factual and complete. [English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail.] §2 Company Profile 2.1 Main accounting data and financial indexes Unit: RMB Yuan 31 Mar. 2011 31 Dec. 2010 Increase/decrease (%) Total assets (Yuan) 1,529,430,497.68 1,540,732,957.65 -0.73% Owners’ equity attributable to shareholders of the 45,508,926.32 53,890,847.47 -15.55% Company (Yuan) Share capital (share) 220,901,184.00 220,901,184.00 0.00% Net assets per share attributable to shareholders 0.21 0.24 -12.50% of the Company (Yuan/share) Jan.-Mar. 2011 Jan.-Mar. 2010 Increase/decrease (%) Gross revenue (Yuan) 3,328,792.47 2,549,889.36 30.55% Net profit attributable to shareholders of the -8,381,921.15 -10,885,736.38 -23.00% Company (Yuan) Net cash flows from operating activities (Yuan) -56,743,525.95 29,071,436.22 -295.19% Net cash flows per share from operating -0.26 0.13 -300.00% activities (Yuan/share) Basic EPS (Yuan/share) -0.04 -0.05 -20.00% Diluted EPS (Yuan/share) -0.04 -0.05 -20.00% Weighted average ROE (%) -16.87% -4.87% -12.00% Weighted average ROE after deducting -17.06% -4.05% -13.01% non-recurring gains and losses (%) Items of non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Yuan Items of non-recurring gains and losses Amount Notes (if applicable) Other than the above operating income and expenses... 147,115.10 The amount of minority interests -60,115.37 Total 86,999.73 - 2.2 Total number of shareholders as at the end of reporting period and shares held by the top ten shareholders not subject to trading moratorium Total number of shareholders at the end of the 14,494 reporting period Shares held by the top ten shareholders not subject to trading moratorium Shares not subject to trading moratorium Full name of shareholder Type of share held at the period-end Multi Profit Asia Pacific Investment Ltd 30,264,192 Domestically listed foreign shares Shenzhen Special Economic Zone Development 20,842,257 RMB ordinary shares (Group) Co., Ltd. UOB Investment (China) Limited 15,528,941 Domestically listed foreign shares Shenzhen Maoye Emporium Ltd 13,577,548 RMB ordinary shares Zhong Zhiqiang 8,215,594 Domestically listed foreign shares Guoyuan Securities (HK) Co., Ltd. 4,055,090 Domestically listed foreign shares Chen Qiaoling 3,109,255 RMB ordinary shares Zhou Di 3,002,167 RMB ordinary shares Fang Ruiping 2,534,800 RMB ordinary shares Chen Shaolan 2,528,341 RMB ordinary shares §3 Significant Events 3.1 Particulars about large-margin change in items of the main accounting statement and financial index, as well as the reason √Applicable □Inapplicable (1) Monetary funds were down 34% as compared to the end of last year, which was mainly because the Company paid for decoration of the IA Mall. (2) Prepayments were up RMB 36,373,940.04 as compared to the end of last year, which was mainly because the Company paid for decoration of the IA Mall. (3) Accounts received in advance were up 40% as compared to the end of last year, which was mainly because the Company received some equity transfer payments in advance. (4) Payroll payable was down 49% as compared to the end of last year, which was mainly due to payroll payments. (5) Operating revenue was up 31% from a year earlier, which was mainly due to increase of the property management fee income. (6) No selling expense was incurred in the reporting period, representing a year-on-year decrease of 100%, which was mainly because there were no selling activities in the reporting period. (7) Administrative expense was up 61% from a year earlier, which was mainly due to increase of payroll payments. (8) Impairment of assets increase of 125% over last year, mainly to increase bad debts (9) Non-business income was up 526% from a year earlier, which was mainly due to receipt of some compensations. (10) Non-business expense was down 89% from a year earlier, which was mainly due to decrease of contract breach damages paid. (11) Current interest payable 124% increase over last year, mainly accrued interest on borrowings (12) Interest expense less than a year earlier by 42%, mainly due to reduced interest expense. 3.2 Progress of significant events as well as their influence and solutions 3.2.1 Non-standard audit opinion √Applicable □Inapplicable 2010 was a year when significant changes happened to the Company. Shareholding restructuring and reelection of the Board of Directors were all accomplished by the Company. The Company drew up and clearly defined new development strategy of developing commercial real estate and engaging in business operation after having established the new Board of Directors. Due to that the Company is still at the transition period and has exited traditional retail and merchandise industry, and the large-scale shopping mall project vigorously developed by the Company is still at the input stage, no income has yet been generated. Meanwhile, only some wood resources entered the cutting and realization stage. The Company still had a shortage of cash flows. In 2011, under the guidance of the new strategic planning, the Company has taken various measures to proactively improve its going-concern ability, including accelerating the shopping mall project, promoting realization of woods, activating reserve assets and looking for financing through multiple channels. 1. The Company will beef up the shopping mall project in the business district, thoroughly carry out fine decoration and business solicitation for the IA Mall, and try to open the mall for business within the year. As the IA Mall project starts to attract investors, the Company will receive rent incomes, which can ease the cash flow stress. 2. The Company will further optimize the plan for woods realization and carry on with the cutting and selling of fast-growing eucalyptus woods, which will generate cash inflows for the Company. 3. The Company will actively promote to vitalize the assets of land in Bantian. 4. The Company will continue to negotiate with various commercial banks on financing and try to obtain operating loans for commercial properties as soon as possible. 5. The Company will continue to discuss with employees to gradually address problems left over from the past, for instance, employees’ shops. As these problems are addressed and the main business recovers gradually, the Company will enter a track of positive development. 3.2.2 The Company provides funds for the controlling shareholder or its related parties or provides external guarantees in violation of the prescribed procedure □Applicable √Inapplicable 3.2.3 Significant contracts signed and executed concerning routine operation □Applicable √Inapplicable 3.2.4 Other □Applicable √Inapplicable 3.3 Commitments made by the Company, its shareholders and actual controller Commitments made by the Company, its directors, supervisors, senior executives, shareholders holding over 5% of the Company’s shares, actual controller and other related parties in the reporting period, or such commitments carried down into the reporting period √Applicable □Inapplicable Commitment Commitment Contents of commitment Execution maker Commitments concerning - Naught N/A the share reform The obligor for information disclosure shall not reduce Commitments made in the the shares of Multi Profit Asia Pacific Investment Ltd. Zheng Strictly fulfilled the Acquisition Report or the held the obligor from this acquisition or reduce the Kanghao commitments Report on Equity Changes shares of SZIEC indirectly held by the obligor from this acquisition within the future 60 months. Commitments made in significant asset - Naught N/A reorganization Commitments made when - Naught N/A issuing shares Other commitments (including supplementary - Naught N/A ones) 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from the beginning of the year to the end of the next reporting period compared with the same period of last year according to prediction, as well as the reasons □Applicable √Inapplicable 3.5 Other significant events 3.5.1 Securities investment □Applicable √Inapplicable 3.5.2 Research, communication and interviews received in the reporting period Main discussion and information Time Place Way of reception Visitor provided by the Company Zhou Di and Li Progress of the project and business 27 Jan. 2011 44F of the Trade Center Field research Qiang (shareholders) solicitation Business Center of the IA Xia Tian from Progress of the project and business 16 Feb. 2011 Field research Mall Securities Times solicitation 3.6 Investment on derivative products □Applicable √Inapplicable 3.6.1 Derivative products held as at the end of the reporting period □Applicable √Inapplicable §4 Attachments 4.1 Balance Sheet Prepared by Shenzhen International Enterprise Co., Ltd Unit: RMB Yuan 31 Mar. 2011 Closing balance Opening balance Items Consolidation The Company Consolidation The Company Current Assets: Monetary funds 101,572,865.89 383,385.42 153,356,391.84 360,786.67 Settlement reserves Lendings to banks and other financial institutions Transactional financial assets Notes receivable Accounts receivable 1,294,452.62 1,275,452.62 Accounts paid in advance 36,547,052.04 173,112.00 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 4,969,183.37 78,036,754.82 3,990,327.14 64,562,300.84 Financial assets purchased under agreements to resell Inventories 1,299,737,031.87 1,295,921,630.89 Of which: Consumptive biological assets Non-current assets due within 1 year Other current assets 1,444,120,585.79 78,420,140.24 1,454,716,914.49 64,923,087.51 Total current assets 1,444,270,246.25 78,420,140.24 1,454,716,914.49 64,923,087.51 Non-current assets: Entrusted loans and advances granted Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 5,699,905.49 65,073,896.52 5,699,905.49 65,073,896.52 Investing property 1,151,060.68 829,709.96 1,168,880.14 840,131.87 Fixed assets 52,105,110.31 4,515,817.40 52,778,422.12 4,738,121.88 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 26,248,835.41 26,248,835.41 R&D expense Goodwill Long-term deferred expenses 105,000.00 120,000.00 120,000.00 120,000.00 Deferred income tax assets Other non-current assets Total of non-current assets 85,309,911.89 70,539,423.88 86,016,043.16 70,772,150.27 Total assets 1,529,430,497.68 148,959,564.12 1,540,732,957.65 135,695,237.78 Current liabilities: Short-term borrowings 1,300,000,000.00 1,300,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Borrowings from banks and other financial institutions Transactional financial liabilities Notes payable Accounts payable 40,809,564.87 45,178,810.77 Accounts received in advance 45,185,622.12 10,820,000.00 32,310,622.12 70,000.00 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation 2,061,101.23 815,233.14 4,059,693.09 1,820,873.54 payable Tax payable 3,582,524.03 4,080,097.61 3,500,382.04 3,987,373.26 Interest payable 8,933,031.60 3,981,587.16 Dividend payable 5,127,701.36 5,127,701.36 5,127,701.36 5,127,701.36 Other accounts payable 169,832,760.69 49,268,513.07 177,632,900.99 46,548,513.07 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due 16,020,000.00 16,590,000.00 within 1 year Other current liabilities Total current liabilities 1,591,552,305.90 70,111,545.18 1,588,381,697.53 57,554,461.23 Non-current liabilities: Long-term borrowings 35,000,000.00 35,000,000.00 Bonds payable Long-term payables Specific payables Estimated liabilities 66,839,317.32 66,839,317.32 Deferred income tax liabilities Deferred income Other non-current liabilities 457,509.92 560,438.13 Total non-current liabilities 102,296,827.24 102,399,755.45 Total liabilities 1,693,849,133.14 70,111,545.18 1,690,781,452.98 57,554,461.23 Owners’ equity (or shareholders’ equity) Paid-up capital (or share 220,901,184.00 220,901,184.00 220,901,184.00 220,901,184.00 capital) Capital reserves 72,315,347.06 64,951,444.59 72,315,347.06 64,951,444.59 Less: Treasury stock Specific reserves Surplus reserves 125,929,834.48 96,841,026.39 125,929,834.48 96,841,026.39 Provisions for general risks Retained profits -373,637,439.22 -303,845,636.04 -365,255,518.07 -304,552,878.43 Foreign exchange difference Total equity attributable to owners 45,508,926.32 78,848,018.94 53,890,847.47 78,140,776.55 of the Company Minority interests -209,927,561.78 -203,939,342.80 Total owners’ equity -164,418,635.46 78,848,018.94 -150,048,495.33 78,140,776.55 Total liabilities and owners’ 1,529,430,497.68 148,959,564.12 1,540,732,957.65 135,695,237.78 equity 4.2 Income statement Prepared by Shenzhen International Enterprise Co., Ltd Unit: RMB Yuan Jan.-Mar. 2011 Jan.-Mar. 2011 Jan.-Mar. 2010 Items Consolidation The Company Consolidation The Company I. Total operating revenues 3,328,792.47 22,271.10 2,549,889.36 34,700.00 Including: Sales income 3,328,792.47 22,271.10 2,549,889.36 34,700.00 Interest income Premium income Handling charge and commission income II. Total operating cost 17,846,047.70 -689,312.16 17,505,286.54 16,022,815.33 Including: Cost of sales 3,169,829.86 4,172.85 2,849,103.06 1,807.87 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate 156,880.54 246,798.80 charges Selling and distribution 143,602.74 expenses Administrative expenses 9,700,352.93 4,457,959.02 6,029,731.18 3,107,131.31 Financial expenses 4,767,360.36 -5,151,444.03 8,213,096.23 -4,451,589.49 Asset impairment loss 51,624.01 22,954.53 17,365,465.64 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means -14,517,255.23 711,583.26 -14,955,397.18 -15,988,115.33 loss) Add: non-operating income 551,170.45 88,040.00 Less: non-operating expense 404,055.35 3,150.71 3,684,128.94 375,001.04 Including: loss from non-current 21,204.01 6,858.89 asset disposal IV. Total profit (“-” means loss) -14,370,140.13 708,432.55 -18,551,486.12 -16,363,116.37 Less: Income tax expense V. Net profit (“-” means loss) -14,370,140.13 708,432.55 -18,551,486.12 -16,363,116.37 Attributable to owners of the -8,381,921.15 708,432.55 -10,885,736.38 -16,363,116.37 Company Minority shareholders’ -5,988,218.98 -7,665,749.74 income VI. Earnings per share (I) basic earnings per share -0.04 0.00 -0.05 (II) diluted earnings per -0.04 0.00 -0.05 share Ⅶ. Other comprehensive incomes Ⅷ. Total comprehensive incomes -14,370,140.13 708,432.55 -18,551,486.12 -16,363,116.37 Attributable to owners of the -8,381,921.15 708,432.55 -10,885,736.38 -16,363,116.37 Company Attributable to minority -5,988,218.98 -7,665,749.74 shareholders Where there were business combinations under the same control in the reporting period, the combined parties achieved net profits of RMB 0.00 before the combinations. 4.3 Cash flow statement Prepared by Shenzhen International Enterprise Co., Ltd Unit: RMB Yuan Jan.-Mar. 2011 Jan.-Mar. 2011 Jan.-Mar. 2010 Items Consolidation The Company Consolidation The Company I. Cash flows from operating activities: Cash received from sale of commodities and rendering of 5,453,792.47 22,271.10 3,142,634.55 34,700.00 service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of borrowings from banks and other financial institutions Net increase of funds in repurchase business Tax refunds received Other cash received relating to 2,720,000.00 2,720,000.00 94,404,552.37 10,929,471.31 operating activities Subtotal of cash inflows from 8,173,792.47 2,742,271.10 97,547,186.92 10,964,171.31 operating activities Cash paid for goods and 44,558,586.92 56,554,686.89 services Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 7,090,874.96 2,645,738.30 4,681,731.67 1,402,339.10 Various taxes paid 789,646.86 354,074.37 942,615.73 172,022.63 Other cash payment relating to 12,478,209.68 10,362,021.07 6,296,716.41 9,069,881.91 operating activities Subtotal of cash outflows from 64,917,318.42 13,361,833.74 68,475,750.70 10,644,243.64 operating activities Net cash flows from operating -56,743,525.95 -10,619,562.64 29,071,436.22 319,927.67 activities II. Cash flows from investing activities: Cash received from disposal of 10,750,000.00 10,750,000.00 investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets 2,872,765.00 2,870,765.00 and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows 10,750,000.00 10,750,000.00 2,872,765.00 2,870,765.00 from investing activities Cash paid to acquire fixed assets, intangible assets and other 87,529.00 28,764.00 long-term assets Cash paid for investment Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 87,529.00 28,764.00 investing activities Net cash flows from investing 10,750,000.00 10,750,000.00 2,785,236.00 2,842,001.00 activities III. Cash flows from financing activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from 15,000,000.00 borrowings Cash received from issuance of bonds Other cash received relating to 270,000.00 financing activities Subtotal of cash inflows from 15,270,000.00 financing activities Repayment of borrowings 5,220,000.00 31,000,000.00 Cash paid for interest expenses and distribution of 570,000.00 6,235,905.45 dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from 5,790,000.00 37,235,905.45 financing activities Net cash flows from financing -5,790,000.00 -21,965,905.45 activities IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash -51,783,525.95 130,437.36 9,890,766.77 3,161,928.67 equivalents Add: Cash and cash 153,356,391.84 252,948.06 18,673,470.06 252,948.06 equivalents at the period-begin VI. Cash and cash equivalents at 101,572,865.89 383,385.42 28,564,236.83 3,414,876.73 the period-end 4.4 Auditor’s report Audit opinion: Un-audited