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公司公告

*ST国商B:2012年第三季度报告全文(英文版)2012-10-23  

						                            Shenzhen International Enterprise Co., Ltd.

                                   The Third Quarterly Report 2012


I. Important Notes

The Board of Directors, the Supervisory Committee, directors, supervisors and other senior management
personnel of Shenzhen International Enterprise Co., Ltd. (hereinafter referred to as the Company) hereby
guarantee that this report carries no false information, misleading statements or major omissions, and accept,
individually and collectively, the responsibility for the factuality, accuracy and completeness of the information
set forth herein.
All directors attended the board session for reviewing this report.
Zheng Kanghao, Person-in-charge of the Company, Chen Xiaohai, Person-in-charge of the accounting work, and
Xu Xiaoyun, Person-in-charge of the accounting organ (Financial manager) hereby confirm the factuality and
completeness of the Financial Report in this quarterly report.

II. Company Profile

(I) Major accounting data and financial indexes

Any retrospective adjustment in previous financial statements?
√Yes □No □ Inapplicable
                                                                           31 Dec. 2011                      Increase/decrease (%)
                                   30 Sept. 2012
                                                            Before the adjustment    After the adjustment    After the adjustment
Total assets (RMB Yuan)              1,639,605,990.87            1,537,761,372.58         1,545,337,848.28                    6.1%
Owners’ equity attributable to
shareholders of the Company            -37,073,594.71               -84,350,914.14          -79,115,509.33
(RMB Yuan)
Share capital (share)                  220,901,184.00                 220,901,184          220,901,184.00
Net      assets    per    share
attributable to shareholders of
                                                   -0.17                     -0.38                   -0.36
the       Company        (RMB
Yuan/share)
                                                            YoY increase/decrease                            YoY increase/decrease
                                   Jul.-Sept. 2012                                     Jan.-Sept. 2012
                                                                    (%)                                              (%)
Gross operating         revenues
                                        25,266,800.06                    361.05%            59,194,124.89                 394.83%
(RMB Yuan)
Net profit attributable to
shareholders of the Company            -19,194,570.59                                       48,469,187.55
(RMB Yuan)
Net cash flow from operating
                             --                            --                             -146,807,554.85
activities (RMB Yuan)
Net cash flow per share from
operating activities (RMB    --                            --                                        -0.66
Yuan/share)
Basic EPS (RMB Yuan/share)                     -0.0869                                              0.219
Diluted     EPS           (RMB
                                               -0.0869                                              0.219
Yuan/share)
Weighted average ROE (%)
Weighted average ROE after
deducting non-recurring gains



                                                                                                                                     1
and losses (%)
Items of non-recurring gains and losses
√Applicable □Inapplicable
                                                                      Amount during
                             Item                                  Jan.-Sept. 2012 (RMB                   Notes
                                                                           Yuan)
                                                                                        Mainly the investment income gained from
                                                                                        disposal of the equity of Shenzhen
Gains and losses on disposal of non-current assets                       100,253,485.59 International     Enterprise       Business
                                                                                        Administration Co., Ltd. and Shenzhen
                                                                                        Longgang International Enterprise Co., Ltd.
Tax rebate, reduction or exemption due to un-authorized
approval or the lack of formal approval documents
Government grants recognized in the current year, except
for those acquired in the ordinary course of business or
granted at certain quotas or amounts according to the
country’s unified standards
Capital occupation fees received from non-financial
enterprises that are included in current gains and losses
Gains generated when the investment costs of the
Company’s acquiring subsidiaries, associates and joint
ventures are less than the fair value of identifiable net assets
in the investees attributable to the Company in the
acquisition of the investments
Exchange gains and losses of non-monetary assets
Gains and losses through entrusting others to invest or
manage assets
Various asset impairment provisions due to acts of God such
as natural disasters
Gains and losses on debt restructuring
Enterprise reorganization expenses, such as expenses on
employee settlement and integration
Gains and losses on the parts exceeding the fair value when
prices of transactions become unfair
Net current gains and losses from the period-begin to the
combination date of subsidiaries due to business
combinations under the same control
Gains and losses on contingent matters which are irrelevant
to the normal operation of the Company
Gains and losses on fair value changes of transactional
financial assets and liabilities, and investment gains on
disposal of transactional financial assets and liabilities and
available-for-sale financial assets, except for the effective
hedging business related to the Company’s normal operation
Reversal of impairment provisions for accounts receivable
which are separately tested for impairment signs
Gains and losses on entrustment loans from external parties
Gains and losses on fair value changes of investing
properties for which the fair value method is adopted for                   -149,546.00
subsequent measurement
Current gain and loss effect due to a just-for-once
adjustment to current gains and losses according to
requirements of taxation and accounting laws and
regulations
Custodian fee income from entrusted operations with the
Company
Other non-operating incomes and expenses besides the                         404,308.40



                                                                                                                                      2
items above
Other gain and loss items that meet the definition of
non-recurring gains and losses
Minority interests effects                                                -12,652,381.94
Income tax effects


Total                                                                      87,855,866.05                         --
“Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and
loss items recognized as recurring gain and loss items according to the natures and characteristics of the
Company’s normal business
                                    Involved amount (RMB
              Item                                                                                  Notes
                                            Yuan)



(II) Total number of shareholders and top 10 shareholders at the period-end

Total number of shareholders                                                                                                      13,349
                             Particulars about shares held by the top ten shareholders holding tradable shares
                                    Number of tradable shares held                           Type and number of shares
        Name of shareholder
                                           at period-end                              Type                            Number
MULTI     PROFIT   ASIA                                             Domestically        listed    foreign
                                                         30,264,192                                                            30,264,192
PACIFIC INVESTMENT LTD                                              shares
SHENZHEN               SPECIAL
ECONOMIC                  ZONE
                                                         16,275,462 RMB ordinary shares                                        16,275,462
DEVELOPMENT            (GROUP)
CO., LTD.
UOB INVESTMENT (CHINA)                                                 Domestically     listed    foreign
                                                         15,528,941                                                            15,528,941
LIMITED                                                                shares
                                                                       Domestically     listed    foreign
ZHONG ZHIQIANG                                             8,215,594                                                            8,215,594
                                                                       shares
GUOYUAN        SECURITIES                                              Domestically     listed    foreign
                                                           7,569,130                                                            7,569,130
(HK) CO., LTD.                                                         shares
SHENZHEN       WONGTEE
REAL ESTATE INVESTMENT                                     6,571,594 RMB ordinary shares                                        6,571,594
CO., LTD.
GUOTAI          JUNAN
                                                                       Domestically     listed    foreign
SECURITIES(HONGKONG)                                       2,319,229                                                            2,319,229
                                                                       shares
LIMITED
                                                                       Domestically     listed    foreign
CHEN SHU                                                   2,149,327                                                            2,149,327
                                                                       shares
                                                                       Domestically     listed    foreign
ZENG HAIXING                                               2,148,715                                                            2,148,715
                                                                       shares
SHANGHAI HONG KONG
                                                                       Domestically     listed    foreign
WANGUO SECURITIES CO.,                                     1,970,878                                                            1,970,878
                                                                       shares
LTD.
Particulars about shareholders


III. Significant Events

(I) Significant changes in major accounting data, financial highlights and reasons for these changes

√Applicable □Inapplicable



                                                                                                                                            3
Monetary funds at the period-end increased 113.80% over the year-begin, which was mainly because of the bank
borrowings obtained.
Accounts receivable at the period-end increased 2,134.78% over the year-begin, which was mainly because of
more amounts due from customers.
Intangible assets at the period-end decreased 99.63% over the year-begin, which was mainly because of the sale of
subsidiary equity interests.
Accounts payable at the period-end decreased 91.80% over the year-begin, which was mainly because most
construction payables were cleared.
Payroll payable at the period-end decreased 58.85% over the year-begin, which was mainly because some bonus
provisions were made at the end of last year.
Interest payable at the period-end decreased 100.00% over the year-begin, which was mainly because all interest
was paid.
Operating revenues, operating costs and operating taxes and surtaxes for the reporting period increased 394.83%,
442.94% and 625.35% over the same period of last year, which was mainly due to the sale of shops in
Gangyihaoting, a real estate project.
Selling expenses for the reporting period increased RMB 22,978,028.99 over the same period of last year, which
was mainly due to the increase of expenses on advertisement, leasing and sales service.
Financial expenses for the reporting period increased 48.35% over the same period of last year, which was mainly
due to the decrease of borrowing interest capitalization.
Cash received from selling of goods and rendering of services increased 232.60% over the same period of last
year, which was mainly due to the sale of shops in Gangyihaoting, a real estate project.
Cash paid for goods and services increased 158.19% over the same period of last year, which was mainly due to
the sale of shops in Gangyihaoting, a real estate project, and the clearing of some construction payables.


(II) Progress of significant events and its influence, as well as the analysis and explanation on
solutions

1. About non-standard audit opinion

√Applicable □Inapplicable
On 18 Apr 2012, China Audit International Certified Public Accountants LTD. issued audit report with
emphasized paragraphs for items and qualified opinion for Y2011. Statement of the Board for change and
handling of concerned items is listed below:
(1) Qualified item: Shops of staffs are classified as the Company’s historical problems, which will be positively
processed by the Board. Management of the Company organized a focused tem to positively communicate and
process the issue with staffs who subscribed shops at that time. Besides, the Company has sued to the court
regarding the item of shop subscription by some staffs, and some subscribers have sued Rongfa Company. (For
details, please refer to III (II) 4 Others: Significant Events of Litigation and Arbitration)
(2) Emphasized issues:
Problems regarding sustainable operating capability of the Company:
①Operating condition of the Company will be substantially improved after the opening of Wongtee Plaza.
②With the progress of the project, the Company will further increase financing and improve liability structure, so
as to meet the development need of the Company’s core projects. ③The Company will continue to intensify the
efforts of cash realization of forests, and has transferred standing timbers and woodland covering about 1,100 mu
in total. ④In order to liquidize assets, the Company and its owned subsidiary, Rongfa Company, respectively sold
the equity of Shenzhen International Enterprise Business Administration Co., Ltd. and Shenzhen Longgang
International Enterprise Co., Ltd. at a total price of RMB 120 million, which provided a certain amount of cash
flow for company operation.




                                                                                                                 4
2. The Company offers capital to the controlling shareholder or its related parties or provides external
guarantees in violation of the prescribed procedures.

□Applicable √Inapplicable

3. Signing and execution of significant contracts concerning routine operation

□Applicable √Inapplicable

4. Others

√Applicable □Inapplicable
(1) Significant lawsuits and arbitrations involving the Company during the reporting period:
① The case on contract dispute between Shenzhen Zhongtie Property Co., Ltd. (hereinafter referred as “Zhongtie
Property”) and Shenzhen Rongfa Investment Co., Ltd. (hereinafter called “Rongfa Company”):
Progress of the case: the Company received a Judgment Letter for the first instance from Shenzhen Futian District
People’s Court in Oct. 2011, sentencing it to pay a penal sum of RMB 4 million to Zhongtie Property. Recently,
the second instance has finished and the Company received the Civil Judgment Letter for Second Instance of
Shenzhen Intermediary People’s Court ([2012] Shen-Zhong-Fa-Fang-Zhong-Zi No. 62), which stated that the
appeal was dismissed and the original judgment was affirmed.

② The case on equity transfer dispute between Malaysia Foh Chong & Sons SDN.BHD. (hereinafter referred as
“Foh Chong Company”, which sued the Company) and the Company:
Progress of the case: the Company received a Judgment Letter for the first instance at the end of Mar. 2012,
sentencing the Company to pay the principal of RMB 20.6 million, interest and overdue penalty (For details,
please refer to the Company’s announcements about significant litigation published on www.cninfo.com.cn,
Securities Times, and Hong Kong Ta Kung Pao on 4 Apr 2012). Now the case is under the trial for the second
instance.
During the first instance, Foh Chong Company submitted the Repayment Agreement as evidence to prove that the
Company and Foh Chong Company had reached a supplementary agreement on the equity transfer sum.
Regarding the signing dispute of the Repayment Agreement, the Company sued Mr. Li Jinquan, the signer of the
agreement on behalf of the Company and the former chairman of the Company, to Shenzhen Luohu People’s
Court. And now the case is under the trial for the first instance (For details, please refer to the Company’s
announcements about significant litigation progress published on www.cninfo.com.cn, Securities Times, and
Hong Kong Ta Kung Pao on 8 Sept. 2012).

③ The case on dispute for guarantee obligation recovery between the Company and Shum Kong Industry & Trade
Co., Ltd. (hereinafter referred as Shum Kong Industry & Trade):
Progress of the case: The Company has received RMB 2,646,498.19 of the account for selling the sealed-up land
(after deducting the paid executive expenses) in Mar. 2012 and is now looking for other ways to clear the rest of
the amount.

④ The case on equity transfer dispute between Shenzhen Rongfa Investment Co., Ltd. and Shenzhen Yahaoyuan
Investment Co., Ltd. (hereinafter referred as “Yahaoyuan”):
Progress of the case: In Feb. 2012, Rongfa Company received the Civil Judgment Letter from Shenzhen
Longgang People’s Court. The court judged for the first instance to reject the appeal of the plaintiff. (For details,
please refer to the announcements on significant lawsuits disclosed in Securities Times, Hong Kong Ta Kung Pao
and http://www.cninfo.com.cn on 26 Oct. 2011 and 22 Feb. 2012 respectively).
The case is now under the trial for the second instance.

⑤ The case on shop subscription from staffs:
Progress of the case: In Jul. 2012, Rongfa Company received a Civil Judgment Letter for the first instance from



                                                                                                                    5
Shenzhen Futian District People’s Court regarding Shenzhen Rongfa Investment Co., Ltd.’s separate prosecution
for contract dispute on commodity properties subscription of 3 people (including Chen XX, etc.).
The judgment result for the case in which Rongfa Company sued Chen XX and Li XX is listed below: The Paper
of Internal Subscription signed by the plaintiff and defendants for Shops in IA Mall is legal and effective; The
fulfillment of subscription paper signed by the plaintiff and defendants should be terminated; Other claims from
the plaintiff are rejected; Other counterclaims from the defendants are rejected. The judgment result for the case in
which Rongfa Company sued Song XX to confirm the internal subscription relation between the plaintiff and the
defendant as invalid is as the following: The claim from the plaintiff, Shenzhen Rongfa Investment Co., Ltd., is
rejected. And the case is now under the trial for the second instance.
In addition, Rongfa Company successively received the litigation documents related to the case in which other 7
people (including Yang XX, etc.) sued Rongfa Company regarding the event of internal subscription of shops.
They required the court to decree Rongfa Company to deliver shops to the plaintiffs immediately and undertake
the lawsuit charge. The aforesaid case is under the trial for the first instance.
Afterwards, 4 people including Yang XX out of the said 7 people and other 6 people including Sun XX
successively sued Rongfa Company and Urban Planning, Land and Resources Commission of Shenzhen
Municipality for other claim regarding the internal shop subscription issue, requesting that the court should
announce that the Provision 1 “The transfer must be made as a whole and the real estate ownership certificate
shall not be handled separately.” In the First Supplementary Agreement to the Shenzhen Land Use Right Transfer
Contract “Shen-Di-He-Zi (2002) No. 9005” signed between the two defendants is invalid (For details, please refer
to the Company’s announcements on significant litigation published on http://www.cninfo.com.cn, Securities
Times, and Hong Kong Ta Kung Pao on 5 Jul. 2012 and 5 Sept. 2012 respectively). And the case is now under the
trial for the first instance.

(2) Particulars about the procedures of the construction of internal control norms of the Company
According to requirements of documents such as the Basic Norms of Internal Control for Enterprises and its
mating guidelines (hereinafter referred to as “internal control norms”), the Notice of CSRC Shenzhen Bureau on
Doing a Better Job in Implementation of Internal Control Norms in Listed Companies in Shenzhen (SZJF [2012]
No. 105) and the Notice on Doing a Good Job in Carrying out Internal Control Norms System in Listed
Companies in Shenzhen Separately and in Bathes (SZJGSZ [2012] No. 66) etc., the Company continued to push
forward the construction and optimization of internal control system, submitted particulars about procedures of
internal control to Shenzhen CSRC in accordance with relevant requirements in the third quarter of 2012.
In the reporting period, specifics about internal work of the Company are as follows: ① The self-evaluation on
internal control for the first half of 2012 was completed, self-evaluation report on internal control for the first half
of 2012 was drafted and published with review and approval of the Board of Directors. As for defect on internal
control revealed in self-evaluation, rectification and improvement were made. ② SDO CHINA SHU LUN PAN
CERTIFIED PUBLIC ACCOUNTANS LLP (hereinafter referred to as “SDO CHINA”) was engaged to act as the
audit unit for annual internal control for 2012 and SDO CHINA will issued an audit report on internal control as
for the effectiveness of internal control of the Company as at 31 Dec. 2012. ③ Based on the internal control
improvements that had been made in previous period, according to changes to the Company’s actual situation and
problems found in execution of the internal control process and rules, the Company revised procedures of internal
control system; continued optimizing the internal control system.

(3) Procedures of shopping centre in Futian CBD
In the reporting period, the Company carried forward the construction of Wongtee Plaza project, and speeded up
process in accordance with business promotion and plan of fine decoration project. Up to the reporting period, ①
the transformation of civil engineering and electromechanical equipment has been completely accomplished, and
the preparation of linkage debug such as electromechanical equipment, fire protection etc. has taken out. ② Both
the east and the west side of wall curtain of outer elevation have been completely accomplished. Due to the
amending requirements proposed by Shenzhen government on south elevation, adjustment was made on design
plan. So far, reform and decoration of keel of LED display has been accomplished and the decoration of keel of
north elevation has accomplished. At present, the progress of business promotion can satisfy the demand of
trial-operation. It is estimated that several floors can carry out trial-operation at the end of the year, while the
detail date of opening will be confirmed regarding the progress of business promotion and project decoration that
there is a chance of uncertainty.




                                                                                                                      6
(III) Commitments of the Company or shareholders with an over 5% shareholding made in or carried
down into the reporting period

√Applicable □Inapplicable
                                               Commitment         Commitment   Commitment     Commitment
                    Event                                                                                     Execution
                                                 maker              contents      time          period
Commitment made in a share reform
                                                     The obligor for
                                                     information
                                                     disclosure shall
                                                     not reduce the
                                                     shares of Multi
                                                     Profit Asia
                                                     Pacific
                                                     Investment Ltd.
                                                     Held the obligor                                      Strictly fulfill
Commitments made in the Acquisition
                                       Zheng Kanghao from this         6 Aug. 2010           60 months     the
Report or the Report on Equity Changes
                                                     acquisition or                                        commitments
                                                     reduce the
                                                     shares of SZIEC
                                                     indirectly held
                                                     by the obligor
                                                     from this
                                                     acquisition
                                                     within the future
                                                     60 months.
Commitment made in asset exchange
Commitment made in share issuance
                                                            Mr. Zheng
                                                            Kanghao and his
                                                            controlling
                                                            shareholding
                                                            Shenzhen
                                                            Wangtee
                                                            Investment
                                                                                                           Strictly fulfill
Commitments made to minority                                Management
                                              Zheng Kanghao                   13 Mar. 2012   12 months     the
shareholders                                                Co., Ltd. Made
                                                                                                           commitments
                                                            the commitment
                                                            that they will
                                                            not reduce
                                                            shares of SZIEC
                                                            additionally held
                                                            in the future 12
                                                            months.
Commitment fulfilled in time or not           √ Yes □ No □ Inapplicable
Specific reasons for failing to fulfill the
commitment and plan for the next step
Make commitments regarding the
horizontal competition and related-party      □ Yes □ No √ Inapplicable
transactions caused or not
Promised deadline for solving the problem
Ways of solving the problem
Execution of the commitment


(IV) Predict the 2012 annual operating results

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 reporting period compared with the same period of the last year
according to prediction, as well as explanations on the reasons


                                                                                                                              7
□Applicable √Inapplicable

(V) Other significant events that need to be explained

1. Securities investment

□Applicable √Inapplicable

2. Investments in derivatives

□Applicable √Inapplicable

3. Derivative investments held at the period-end

□Applicable √Inapplicable

4. Researches, visits and interviews received in the reporting period

                                                                                                                Main discussion and
  Time of reception      Place of reception     Way of reception       Visitor type               Visitor       materials provided
                                                                                                                 by the Company
                                                                                                               The overall
                                                                                                               operation of the
                        6/F Huang Gang                                                     Southern Metropolis
23 Aug. 2012                                  Field research       Other                                       Company and basic
                        Business Center                                                    Daily
                                                                                                               situation of relevant
                                                                                                               projects


5. Corporate bonds issued

Any corporate bonds issued?
□ Yes √ No

IV. Appendix

(I) Financial statements

Consolidated statements or not?
√ Yes □ No □ Inapplicable
The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified.

1. Consolidated balance sheet

Prepared by Shenzhen International Enterprise Co., Ltd.
                                                                                                                      Unit: RMB Yuan
                     Item                            Balance as at 30 Sept. 2012                   Balance as at 30 Jun. 2012
Current Assets:
  Monetary funds                                                           42,737,026.05                               19,989,682.85
  Settlement reserves
  Intra-group lendings
  Transactional financial assets
  Notes receivable




                                                                                                                                       8
  Accounts receivable                             11,509,528.20         515,018.36
  Accounts paid in advance                        19,444,673.71      16,772,527.40
  Premiums receivable
  Reinsurance premiums receivable
  Receivable reinsurance contract reserves
  Interest receivable
  Dividend receivable
  Other accounts receivable                        7,496,212.01       6,160,436.94
  Financial assets       purchased      under
agreements to resell
  Inventories                                   1,489,336,152.16   1,405,632,415.91
  Non-current assets due within 1 year
  Other current assets                                                1,050,000.00
Total current assets                            1,570,523,592.13   1,450,120,081.46
Non-current assets:
  Loans by mandate and advances granted
  Available-for-sale financial assets
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                      5,699,905.49       5,699,905.49
  Investing property                               8,524,532.00       8,674,078.00
  Fixed assets                                    50,560,239.58      52,552,621.28
  Construction in progress
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                                   95,151.00      25,413,328.71
  R&D expense
  Goodwill
  Long-term deferred expenses                      4,202,570.67       2,877,833.34
  Deferred income tax assets
  Other non-current assets
Total of non-current assets                       69,082,398.74      95,217,766.82
Total assets                                    1,639,605,990.87   1,545,337,848.28
Current liabilities:
  Short-term borrowings
  Borrowings from Central Bank
  Customer bank deposits and due to
banks and other financial institutions
  Intra-group borrowings
  Transactional financial liabilities
  Notes payable
  Accounts payable                                 6,310,486.53      76,992,945.52
  Accounts received in advance                    11,386,342.80       1,243,980.07
  Financial assets sold for repurchase
  Handling charges and         commissions




                                                                                      9
payable
  Employee’s compensation payable                                      3,964,780.12                              9,635,793.00
  Tax payable                                                           4,958,286.15                              5,384,922.31
  Interest payable                                                                                                3,640,635.05
  Dividend payable                                                      5,127,701.36                              5,127,701.36
  Other accounts payable                                              144,011,472.65                           174,760,938.23
  Reinsurance premiums payable
  Insurance contract reserves
  Payables for acting trading of securities
  Payables for acting underwriting of
securities
  Non-current liabilities due within 1 year                                                                    314,000,000.00
  Other current liabilities
Total current liabilities                                             175,759,069.61                           590,786,915.54
Non-current liabilities:
  Long-term borrowings                                              1,711,930,000.00                          1,228,850,000.00
  Bonds payable
  Long-term payables
  Specific payables
  Estimated liabilities                                                87,690,943.82                             86,813,170.64
  Deferred income tax liabilities                                       1,861,187.29                              1,894,118.92
  Other non-current liabilities                                           148,725.29                                148,725.29
Total non-current liabilities                                       1,801,630,856.40                          1,317,706,014.85
Total liabilities                                                   1,977,389,926.01                          1,908,492,930.39
Owners’ equity (or shareholders’ equity)
  Paid-up capital (or share capital)                                  220,901,184.00                           220,901,184.00
  Capital reserves                                                     65,888,074.13                             72,315,347.06
  Less: Treasury stock
  Specific reserves
  Surplus reserves                                                    125,929,834.48                           125,929,834.48
  Provisions for general risks
  Retained profits                                                   -449,792,687.32                           -498,261,874.87
  Foreign exchange difference
Total equity attributable to owners of the
                                                                      -37,073,594.71                            -79,115,509.33
Company
Minority interests                                                   -300,710,340.43                           -284,039,572.78
Total owners’ (or shareholders’) equity                            -337,783,935.14                           -363,155,082.11
Total liabilities and           owners’    (or
                                                                    1,639,605,990.87                          1,545,337,848.28
shareholders’) equity


Legal representative: Zheng Kanghao                                   Person-in-charge of the accounting work: Chen Xiaohai

Chief of the accounting division: Xu Xiaoyun


2. Balance sheet of the Company

Prepared by Shenzhen International Enterprise Co., Ltd.
                                                                                                               Unit: RMB Yuan
                     Item                          Balance as at 30 Sept. 2012               Balance as at 30 Jun. 2012



                                                                                                                              10
Current Assets:
  Monetary funds                                 590,309.48        119,729.05
  Transactional financial assets
  Notes receivable
  Accounts receivable                           8,000,000.00
  Accounts paid in advance
  Interest receivable
  Dividend receivable
  Other accounts receivable                   112,565,057.57    44,463,138.71
  Inventories
  Non-current assets due within 1 year
  Other current assets
Total current assets                          121,155,367.05    44,582,867.76
Non-current assets:
  Available-for-sale financial assets
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                  43,646,623.59    65,073,896.52
  Investing property                            6,740,865.00     6,885,080.00
  Fixed assets                                  4,639,934.37     5,524,253.95
  Construction in progress
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets
  R&D expense
  Goodwill
  Long-term deferred expenses                    657,333.34       657,333.34
  Deferred income tax assets
  Other non-current assets
Total of non-current assets                    55,684,756.30    78,140,563.81
Total assets                                  176,840,123.35   122,723,431.57
Current liabilities:
  Short-term borrowings
  Transactional financial liabilities
  Notes payable
  Accounts payable
  Accounts received in advance                     60,000.00        60,000.00
  Employee’s compensation payable              2,274,325.34     4,945,706.86
  Tax payable                                   4,173,985.35     4,227,138.69
  Interest payable
  Dividend payable                              5,127,701.36     5,127,701.36
  Other accounts payable                       48,111,603.81    62,152,881.86
  Non-current liabilities due within 1 year
  Other current liabilities




                                                                            11
Total current liabilities                                               59,747,615.86                             76,513,428.77
Non-current liabilities:
  Long-term borrowings
  Bonds payable
  Long-term payables
  Specific payables
  Estimated liabilities                                                 19,260,148.06                             18,387,017.96
  Deferred income tax liabilities                                           1,488,210.67                             1,521,658.94
  Other non-current liabilities
Total non-current liabilities                                           20,748,358.73                             19,908,676.90
Total liabilities                                                       80,495,974.59                             96,422,105.67
Owners’ equity (or shareholders’ equity)
  Paid-up capital (or share capital)                                   220,901,184.00                           220,901,184.00
  Capital reserves                                                      58,524,171.66                             64,951,444.59
  Less: Treasury stock
  Specific reserves
  Surplus reserves                                                      96,841,026.39                             96,841,026.39
  Provisions for general risks
  Retained profits                                                    -279,922,233.29                           -356,392,329.08
  Foreign exchange difference
Total owners’ (or shareholders’) equity                               96,344,148.76                             26,301,325.90
Total liabilities and           owners’    (or
                                                                       176,840,123.35                           122,723,431.57
shareholders’) equity


Legal representative: Zheng Kanghao                                    Person-in-charge of the accounting work: Chen Xiaohai

Chief of the accounting division: Xu Xiaoyun


3. Consolidated income statement for the reporting period

Prepared by Shenzhen International Enterprise Co., Ltd.
                                                                                                                Unit: RMB Yuan
                      Item                                Jul.-Sept. 2012                          Jul.-Sept. 2011
I. Total operating revenues                                             25,266,800.06                                5,480,243.38
Including: Sales income                                                 25,266,800.06                                5,480,243.38
         Interest income
         Premium income
         Handling charge and commission
income
II. Total operating cost
Including: Cost of sales                                                27,144,379.58                                4,434,776.18
         Interest expenses
       Handling charge and commission
expenses
         Surrenders
         Net claims paid
       Net amount withdrawn for the
insurance contract reserve
         Expenditure on policy dividends



                                                                                                                               12
          Reinsurance premium
          Taxes and associate charges                                       2,283,932.67                                  191,201.17
          Selling and distribution expenses                              11,375,676.20
          Administrative expenses                                        12,693,348.70                               13,611,512.38
          Financial expenses                                                -166,133.45                                   720,868.17
          Asset impairment loss                                             1,716,915.24                                  511,862.71
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 loss)                                 -29,781,318.88                              -13,989,977.22
        Add: non-operating income                                             23,027.30                                   103,480.00
        Less: non-operating expense                                         1,078,312.88                                   17,616.58
          Including: loss from non-current
asset disposal
IV. Total profit (“-” means loss)                                     -30,836,604.46                              -13,904,113.80
        Less: Income tax expense
V. Net profit (“-” means loss)                                        -30,836,604.46                              -13,904,113.80
    Including: Net profit achieved by
combined parties before the combinations
   Attributable        to    owners       of   the
                                                                        -19,194,570.59                              -11,842,008.35
Company
        Minority shareholders’ income                                  -11,642,033.87                                  -2,062,105.45
VI. Earnings per share                                           --                                          --
        (I) Basic earnings per share                                            -0.0869                                      -0.0536
        (II) Diluted earnings per share                                         -0.0869                                      -0.0536
VII. Other comprehensive incomes
VIII. Total comprehensive incomes                                       -30,836,604.46                              -13,904,113.80
   Attributable        to    owners       of   the
                                                                        -19,194,570.59                              -11,842,008.35
Company
        Attributable to minority shareholders                           -11,642,033.87                                  -2,062,105.45
Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before
the business mergers was RMB 0.

Legal representative: Zheng Kanghao                                     Person-in-charge of the accounting work: Chen Xiaohai

Chief of the accounting division: Xu Xiaoyun


4. Income statement of the Company for the reporting period

Prepared by Shenzhen International Enterprise Co., Ltd.
                                                                                                                    Unit: RMB Yuan
                      Item                                Jul.-Sept. 2012                             Jul.-Sept. 2011
I. Total sales                                                                12,000.00                                    12,000.00
  Less: cost of sales                                                                                                       4,172.85
          Business taxes and surcharges                                          673.20                                       706.80




                                                                                                                                   13
         Distribution expenses
         Administrative expenses                                            5,417,731.99                                 6,338,528.42
         Financial costs                                                    -6,489,761.93                                -5,344,250.11
         Impairment loss                                                                                                  -139,127.07
  Add: gain/(loss) from change in fair
value (“-” means loss)
       Gain/(loss) from investment (“-”
means loss)
       Including: income form investment
on associates and joint ventures
II. Business profit (“-” means loss)                                      1,083,356.74                                  -848,030.89
  Add: non-business income                                                                                                  95,000.00
  Less: non-business expense                                                    4,000.00
        Including: loss from non-current
asset disposal
III. Total profit (“-” means loss)                                        1,079,356.74                                  -753,030.89
  Less: income tax expense
IV. Net profit (“-” means loss)                                           1,079,356.74                                  -753,030.89
V. Earnings per share                                           --                                           --
  (I) Basic earnings per share
  (II) Diluted earnings per share
VI. Other comprehensive income
VII. Total comprehensive income                                             1,079,356.74                                  -753,030.89


Legal representative: Zheng Kanghao                                            Person-in-charge of the accounting work: Chen Xiaohai

Chief of the accounting division: Xu Xiaoyun


5. Consolidated income statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Shenzhen International Enterprise Co., Ltd.
                                                                                                                    Unit: RMB Yuan
                      Item                                Jan.-Sept. 2012                              Jan.-Sept. 2011
I. Total operating revenues                                             59,194,124.89                                11,962,443.99
  Including: Sales income                                               59,194,124.89                                11,962,443.99
         Interest income
         Premium income
         Handling charge and commission
income
II. Total operating cost
  Including: Cost of sales                                              61,090,311.01                                11,251,687.52
         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



                                                                                                                                    14
          Taxes and associate charges                                       4,143,935.07                                  571,299.00
          Selling and distribution expenses                             22,978,028.99
          Administrative expenses                                       31,026,673.34                               28,728,003.25
          Financial expenses                                                8,697,936.20                                5,863,314.43
          Asset impairment loss                                             1,962,127.61                                  649,845.19
  Add: Gain/(loss) from change in fair
                                                                            -149,546.00
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                       103,081,609.13
means loss)
       Including: share of profits in
                                                                                    0.00                                        0.00
associates and joint ventures
          Foreign exchange gains (“-” means
loss)
III. Business profit (“-” means loss)                                 32,227,175.80                              -35,101,705.39
  Add: non-operating income                                                 1,503,561.88                                  608,390.00
  Less: non-operating expense                                               1,965,249.41                                   67,072.12
        Including: loss from non-current
                                                                             877,995.93                                         0.00
asset disposal
IV. Total profit (“-” means loss)                                     31,765,488.27                              -34,560,387.51
  Less: Income tax expense                                                    -32,931.63
V. Net profit (“-” means loss)                                        31,798,419.90                              -34,560,387.51
  Including: Net profit achieved by
combined parties before the combinations
  Attributable to owners of the Company                                 48,469,187.55                              -27,360,400.40
  Minority shareholders’ income                                       -16,670,767.65                                   -7,199,987.11
VI. Earnings per share                                          --                                          --
        (I) Basic earnings per share                                              0.219                                       -0.124
        (II) Diluted earnings per share                                           0.219                                       -0.124
VII. Other comprehensive incomes
VIII. Total comprehensive incomes                                       31,798,419.90                              -34,560,387.51
   Attributable        to    owners       of   the
                                                                        48,469,187.55                              -27,360,400.40
Company
        Attributable to minority shareholders                          -16,670,767.65                                   -7,199,987.11
Where business mergers under the same control occurred from 1 Jan. 2012 to 30 Sept. 2012, the net profit achieved by the merged
parties before the business mergers was RMB 0.

Legal representative: Zheng Kanghao                                          Person-in-charge of the accounting work: Chen Xiaohai

Chief of the accounting division: Xu Xiaoyun


6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Shenzhen International Enterprise Co., Ltd.
                                                                                                                   Unit: RMB Yuan
                      Item                                Jan.-Sept. 2012                             Jan.-Sept. 2011
I. Total sales                                                                45,600.00                                    46,271.10
  Less: cost of sales                                                                                                      12,518.55
          Business taxes and surcharges                                        2,558.16                                     2,558.16
          Distribution expenses
          Administrative expenses                                       14,641,148.10                               13,862,447.20




                                                                                                                                   15
        Financial costs                                                -19,023,092.32                              -15,697,792.36
        Impairment loss                                                     1,962,127.61                            12,369,120.13
  Add: gain/(loss) from change in fair
                                                                            -144,215.00
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                        75,000,000.00
means loss)
       Including: income form investment
on associates and joint ventures
II. Business profit (“-” means loss)                                  77,318,643.45                              -10,502,580.58
  Add: non-business income                                                                                              98,650.00
  Less: non-business expense                                                 881,995.93                                  5,883.88
        Including: loss from non-current
asset disposal
III. Total profit    (“-” means loss)                                 76,436,647.52                              -10,409,814.46
  Less: income tax expense                                                    -33,448.27
IV. Net profit      (“-” means loss)                                  76,470,095.79                              -10,409,814.46
V. Earnings per share                                           --                                          --
  (I) Basic earnings per share
  (II) Diluted earnings per share
VI. Other comprehensive income
VII. Total comprehensive income                                         76,470,095.79                              -10,409,814.46


Legal representative: Zheng Kanghao                                          Person-in-charge of the accounting work: Chen Xiaohai

Chief of the accounting division: Xu Xiaoyun


7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Shenzhen International Enterprise Co., Ltd.
                                                                                                                   Unit: RMB Yuan
                       Item                               Jan.-Sept. 2012                             Jan.-Sept. 2011
I. Cash flows from operating activities:
  Cash received from sale of commodities
                                                                        50,111,973.81                               15,066,868.43
and rendering of 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 intra-group borrowings




                                                                                                                                 16
  Net increase of funds in repurchase
business
  Tax refunds received
  Other cash received relating to operating
                                                 105,161,078.20     45,072,273.66
activities
Subtotal of cash inflows from operating
                                                 155,273,052.01     60,139,142.09
activities
  Cash paid for goods and services               131,981,878.43    104,541,256.45
  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                  37,158,993.91     19,668,901.02
  Various taxes paid                                5,622,296.30      7,085,547.41
  Other cash payment relating to operating
                                                 127,317,438.22     50,984,314.31
activities
Subtotal of cash outflows from operating
                                                 302,080,606.86    182,280,019.19
activities
Net cash flows from operating activities         -146,807,554.85   -122,140,877.10
II. Cash flows from investing activities:
  Cash received from withdrawal of
investments
  Cash received        from     return      on
investments
  Net cash received from disposal of fixed
assets, intangible assets and other                                    132,350.00
long-term assets
  Net cash received from disposal of
                                                 109,000,000.00
subsidiaries or other business units
  Other cash received relating to investing
                                                                           411.00
activities
Subtotal of cash inflows from investing
                                                 109,000,000.00        132,761.00
activities
   Cash paid to acquire fixed assets,
                                                     740,004.02       2,315,250.12
intangible assets and other 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 investing
                                                     740,004.02       2,315,250.12
activities
Net cash flows from investing activities         108,259,995.98      -2,182,489.12
III. Cash Flows from Financing Activities:
  Cash received from capital contributions
  Including: Cash received from minority
shareholder investments by subsidiaries



                                                                                17
  Cash received from borrowings                                      1,200,000,000.00                            2,225,000,000.00
  Cash received from issuance of bonds
  Other cash received relating to financing
activities
Subtotal of cash inflows from financing
                                                                     1,200,000,000.00                            2,225,000,000.00
activities
  Repayment of borrowings                                            1,030,920,000.00                            2,062,999,444.44
   Cash paid for interest expenses and
                                                                       100,006,885.61                              103,441,263.33
distribution of dividends or profit
   Including: dividends or profit paid by
subsidiaries to minority shareholders
   Other cash payments          relating    to
                                                                            7,775,166.67                                6,974,543.33
financing activities
Sub-total of cash outflows from financing
                                                                     1,138,702,052.28                            2,173,415,251.10
activities
Net cash flows from financing activities                                61,297,947.72                               51,584,748.90
IV. Effect of foreign exchange rate
                                                                               -3,045.65                                    -916.69
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                                        22,747,343.20                              -72,739,534.01
equivalents
  Add: Opening balance of cash and cash
                                                                        19,989,682.85                              153,356,391.84
equivalents
VI. Closing balance of cash and cash
                                                                        42,737,026.05                               80,616,857.83
equivalents


Legal representative: Zheng Kanghao                                          Person-in-charge of the accounting work: Chen Xiaohai

Chief of the accounting division: Xu Xiaoyun


8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Shenzhen International Enterprise Co., Ltd.
                                                                                                                   Unit: RMB Yuan
                     Item                                 Jan.-Sept. 2012                             Jan.-Sept. 2011
I. Cash flows from operating activities:
  Cash received from sale of commodities
and rendering of service
  Tax refunds received
  Other cash received relating to operating
                                                                        39,621,458.58                               30,961,206.27
activities
Subtotal of cash inflows from operating
                                                                        39,621,458.58                               30,961,206.27
activities
  Cash paid for goods and services
  Cash paid to and for employees                                        10,038,057.78                                   6,689,132.58
  Various taxes paid                                                        1,470,228.21                                 973,658.51
  Other cash payment relating to operating
                                                                       109,582,079.66                               22,836,041.37
activities
Subtotal of cash outflows from operating
                                                                       121,090,365.65                               30,498,832.46
activities
Net cash flows from operating activities                               -81,468,907.07                                    462,373.81
II. Cash flows from investing activities:
  Cash    received     from   retraction    of




                                                                                                                                  18
investments
  Cash received          from   return     on
investments
  Net cash received from disposal of fixed
assets, intangible assets and other                                                         132,350.00
long-term assets
  Net cash received from disposal of
                                                82,000,000.00
subsidiaries or other business units
     Other cash received        relating   to
investing activities
Subtotal of cash inflows from investing
                                                82,000,000.00                               132,350.00
activities
   Cash paid to acquire fixed assets,
                                                   60,512.50                                577,430.00
intangible assets and other long-term assets
  Cash paid for investment
  Net cash paid to acquire subsidiaries and
other business units
  Other cash payments           relating   to
investing activities
Subtotal of cash outflows from investing
                                                   60,512.50                                577,430.00
activities
Net cash flows from investing activities        81,939,487.50                              -445,080.00
III. Cash Flows from Financing Activities:
   Cash       received      from      capital
contributions
    Cash received from borrowings
    Cash received from issuance of bonds
    Other cash received         relating   to
financing activities
Subtotal of cash inflows from financing
activities
    Repayment of borrowings
    Cash paid for interest expenses and
distribution of dividends or profit
     Other cash payments relating to
financing activities
Sub-total of cash outflows from financing
activities
Net cash flows from financing activities
IV. Effect of foreign exchange rate
                                                                                               -896.18
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                  470,580.43                                 16,397.63
equivalents
     Add: Opening balance of cash and
                                                  119,729.05                                360,786.67
cash equivalents
VI. Closing balance of cash and cash
                                                  590,309.48                                377,184.30
equivalents


Legal representative: Zheng Kanghao               Person-in-charge of the accounting work: Chen Xiaohai

Chief of the accounting division: Xu Xiaoyun




                                                                                                      19
(II) Audit report

Un-audited




                    20