The first quarterly report 2010 of Guangdong Rieys (Group) Co., Ltd. 1 Guangdong Rieys (Group) Co., Ltd. The First Quarterly Report 2010 §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior management staff of Guangdong Rieys Group Company Ltd. (hereinafter referred to as “the Company”) hereby confirm that there exists no omission, misstatement, or misleading information in this report, and accept, individually and collectively, the responsibility for the correctness, accuracy and completeness of the contents of this report. 1.2 Naught 1.3 The directors attended the Board meeting in person, at which the annual report 2009 is reviewed, other than the following directors: Name Office title Reason Name of assignee Chen Honghai Director Business Chen Hongcheng 1.4 The first quarterly financial report has not been audited by Accounting Firm. 1.5 Chairman of the Board Mr. Chen Hongcheng, Chief Financial Officer Ms. Chen Peixia and Financial Manager Mr. Zheng Guangde hereby confirm that the Financial Report enclosed in the Quarterly Report is true and complete. [The Annual Report is written in both English and Chinese. In case of any discrepancy between the two versions, Chinese version prevails.] §2 Company Profile 2.1 Main accounting data and financial indices Unit: RMB Yuan At the end of the reporting period At the end of last year Increase/decrease (%) Total assets (RMB Yuan) 650,242,652.11 640,024,704.10 1.60% Owner’s equity attributable to shareholders of listed company (RMB Yuan) 343,540,967.36 349,348,058.06 -1.66% Share capital (Share) 318,600,000.00 318,600,000.00 0.00% Net asset per share attributable to shareholders of listed company (RMB Yuan) 1.08 1.10 -1.82% Reporting period Same period of last year Increase/decrease (%) Sales turnover (RMB Yuan) 40,059,360.01 45,171,011.06 -11.32% Net profit attributable to shareholders of listed company (RMB Yuan) -5,807,090.68 -7,019,514.89 5.19% Net cash flow arising from operating 27,935,193.95 5,863,170.00 376.45%The first quarterly report 2010 of Guangdong Rieys (Group) Co., Ltd. 2 activities (RMB Yuan) Net cash flow per share arising from operating activities (RMB Yuan/share) 0.09 0.02 350.00% Basic earnings per share (RMB Yuan/share) -0.02 -0.02 0.00% Diluted earnings per share (RMB Yuan/share) -0.02 -0.02 0.00% Weighted average return on equity (%) -1.92% -2.05% 0.13% Weighted average return on equity after deducting extraordinary gains and losses (%) -1.79% -2.52% 0.73% Items of extraordinary gains and losses Amount from 1 Jan. to 31 Mar. 2010 Other non-operating income and expense other than abovementioned -462,817.90 Total -462,817.90 Explanation on important items of extraordinary gains and losses: Naught 2.2 Statement on total number of shareholders and shares held by the top ten shareholders not subject to trading moratorium Unit: share Total number of shareholders 16,054 Shares held by the top ten tradable shareholders Full name of shareholders Number of tradable shares at the period-end Type SU YOU HE 6,105,582 Domestically listed foreign shares XU XIN FEN 2,090,570 Domestically listed foreign shares TAIFOOK SECURITIES COMPANY LIMITED-ACCOUNT CLIENT 1,547,459 Domestically listed foreign shares LUO DONG HUI 1,400,000 Domestically listed foreign shares XU XIN HU 1,149,000 Domestically listed foreign shares NGAI KWOK PAN 1,144,616 Domestically listed foreign shares XU HAI 1,059,000 Domestically listed foreign shares HSBC BROKING SECURITIES (ASIA) LIMITED-CLIENTS A/C 836,160 Domestically listed foreign shares CHEN ZHEN QI 701,800 Domestically listed foreign shares ZHOU XIAO QUN 635,800 Domestically listed foreign shares §3 Significant Events 3.1 Significant changes in major accounting data, financial highlights and reasons for these changes. √Applicable □Non-applicable Balance sheet Closing balance Opening balance Increase/decrease% Note Monetary fund 24,775,616 2,168,571 1,042,49 Loan and current payment recoveryThe first quarterly report 2010 of Guangdong Rieys (Group) Co., Ltd. 3 Construction in progress 4,858,812 1,040,572 366.94 Increase of engineering in this period Income statement 2009 2008 Increase/decrease% Note Gains/(losses) from investment (“-” means loss) 1,847,417 -100.00 Transfer Heyiyi at the price of RMB 1 Less: Income tax expense 1,909,037.58 1,178,268 62.02 Increase of profit, resulting in increase of income tax 3.2 Process of significant events and influence, as well as analysis and explanation on resolving proposal □Applicable √Inapplicable 3.3 Special commitments made by the company, shareholders and actual controllers □Applicable √Inapplicable 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons √Applicable □Inapplicable Performance forecast Loss Jan.-Jan. 2010 Jan. – Jun. 2009 Increase/decrease (%) Estimated accumulative net profit (RMB 10,000) -1,200.00 -2,046.00 Decrease -32% Basic EPS (Yuan/share) -0.04 -0.06 Decrease -32% Notes to performance forecast In 2009, Puning Rieys Paper Co., Ltd. was peeled off form the Company, and the Company repaid bank loan principal, resulting in decrease of loss. However, in 2010, the real estate projects of the Company is still in development period, the Company failed to settle during the first nine months, therefore, the Company will lose money for the first six months of 2010. 3.5 Other significant events need to be explained 3.5.1 Securities investment □Applicable √Inapplicable 3.5.2 Reception of research, interviews and visits in the reporting period: N/A 3.5.3 Explanation on other significant events □Applicable √Inapplicable 3.6 Derivative Investment □Applicable √Inapplicable 3.6.1 Derivatives held as at the end of the report period □Applicable √Inapplicable §4 AttachmentThe first quarterly report 2010 of Guangdong Rieys (Group) Co., Ltd. 4 4.1 Balance sheet Prepared by Guangdong Rieys (Group) Company Ltd. 31 Mar. 2010 Unit: RMB Yuan Items Closing Amount Opening amount Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 24,775,616.18 19,581,357.63 2,168,571.06 647,412.49 Settlement fund reserve Dismantle fund Transaction financial asset Notes receivable Account receivable 65,907,265.04 847,962.93 56,358,542.78 11,421,549.96 Account paid in advance 69,327,471.52 5,500,166.55 63,583,703.28 4,039,432.45 Premium receivables Receivables from reinsurers Reinsurance contract reserve receivables Interest receivable Dividend receivable Other account receivable 97,814,229.31 144,932,218.70 121,524,095.54 149,219,951.35 Financial assets purchased under agreements to resell Inventories 190,625,610.10 3,755,874.31 195,246,476.67 3,884,313.41 Non-current assets due within 1 year 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 Other current assets Total current assets 453,450,192.15 179,617,580.12 443,881,389.33 174,212,659.66 Non-current assets: Loans and advance Available for sale financial assets Held to maturity investments Long-term account receivable Long-term equity investment 250,832,508.68 250,832,508.68 Investment real estate Fixed asset 111,051,662.52 103,365,909.73 113,529,392.33 105,415,799.26 Construction in progress 4,858,812.22 4,858,812.22 1,040,571.59 1,040,571.59 Engineering material 1,530,000.00 1,530,000.00 1,530,000.00 1,530,000.00 Fixed asset disposal Bearer biological asset Oil and gas assets Intangible assets 67,568,821.83 67,568,821.83 67,944,705.09 67,944,705.09 Development expense Goodwill Long-term expense to be apportioned Deferred income tax assets 11,783,163.39 2,513,148.55 12,098,645.76 2,513,148.55 Other non-current assets Total of non-current assets 196,792,459.96 430,669,201.01 196,143,314.77 429,276,733.17 Total assets 650,242,652.11 610,286,781.13 640,024,704.10 603,489,392.83The first quarterly report 2010 of Guangdong Rieys (Group) Co., Ltd. 5 Current liabilities: Short-term borrowings 210,283,283.66 189,465,651.75 213,583,282.66 192,765,650.75 Borrowings from Central Bank Deposits and due to banks and other financial institutions Borrowings from banks and other financial institutions Transactional financial liabilities Notes payable Accounts payable 4,259,473.55 150,668.92 4,521,832.85 102,434.92 Accounts received in advance 170,447.24 47,031.07 570,447.24 Financial assets sold under agreements to repurchase Handling charges and commissions payable Employee’s compensation payable 885,096.17 167,706.69 2,666,808.00 428,362.11 Taxes and fares payable 8,755,358.21 2,308,916.81 8,406,437.19 2,235,632.14 Interest payable 51,707,896.02 46,690,159.98 46,682,049.12 42,298,670.85 Dividend payable Other accounts payable 24,223,075.04 103,153,699.46 7,721,559.81 88,842,039.66 Due to reinsurers Insurance contract reserve Amount payable for acting trading securities Amount payable for acting underwriting securities Non-current liabilities due within 1 year Other current liabilities Total current liabilities 300,284,629.89 341,983,834.68 284,152,416.87 326,672,790.43 Non-current liabilities: Long-term borrowings Debentures payable Long-term payables Specific-purpose account payables Accrued liabilities Deferred income tax liabilities Other non-current liabilities 500,000.00 500,000.00 Total non-current liabilities 500,000.00 500,000.00 Total liabilities 300,784,629.89 341,983,834.68 284,652,416.87 326,672,790.43 Shareholders’ equity Share capital 318,600,000.00 318,600,000.00 318,600,000.00 318,600,000.00 Capital surplus 52,129,496.58 52,129,496.58 52,129,496.58 52,129,496.58 Less: Treasury Stock Special reserve Surplus reserve 86,036,260.20 86,036,260.20 86,036,260.20 86,036,260.20The first quarterly report 2010 of Guangdong Rieys (Group) Co., Ltd. 6 General risk provision Retained earnings -113,224,789.42 -188,462,810.33 -107,417,698.72 -179,949,154.38 Foreign exchange difference Total owners' equity attributable to holding company 343,540,967.36 268,302,946.45 349,348,058.06 276,816,602.40 Minority interests 5,917,054.86 6,024,229.17 Total owners’ equity 349,458,022.22 268,302,946.45 355,372,287.23 276,816,602.40 Total liabilities and owners’ equity 650,242,652.11 610,286,781.13 640,024,704.10 603,489,392.83 4.2 Income statement Prepared by Guangdong Rieys (Group) Company Ltd. Jan.-Mar. 2010 Unit: RMB Yuan Items Jan.-Mar. 2010 Jan.-Mar. 2009 Consolidation Parent Company Consolidation Parent Company I. Total operating revenue 40,059,360.01 3,537,411.88 45,171,011.06 0.00 Including: Sales 40,059,360.01 3,537,411.88 45,171,011.06 0.00 Interest income Premium income Handling charges and commission income II. Total operating cost 43,991,389.74 11,561,708.29 52,524,502.55 7,999,546.08 Including: Cost of sales 26,987,411.47 3,194,757.21 32,578,839.51 Interest expenses Handling charges and commission expenses Surrender value Claim expenses-net Insurance contract reserve-net Policy dividend payment Amortized reinsurance expense Taxes and surcharges 33,971.52 42,324.07 Selling and distribution expenses 3,843,779.24 82,645.28 4,049,466.48 2,026.00 Administrative expenses 7,853,254.18 3,745,066.99 10,085,567.75 3,057,810.87 Financial expense 5,272,973.33 4,539,238.81 5,768,304.74 4,939,709.21 Asset impairment loss Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) 1,847,416.59 Including: income form investment on affiliated enterprises and jointly-run enterprise 1,847,416.59 Foreign exchange difference (“-” means loss) III. Business profit (“-” means loss) -3,932,029.73 -8,024,296.41 -5,506,074.90 -7,999,546.08 Add: Non-operation income 56,898.01 16,198.01 5.00 5.00 Less: Non- operation expense 510,868.69 505,557.55 334,412.69 30,793.20The first quarterly report 2010 of Guangdong Rieys (Group) Co., Ltd. 7 Including: loss on non-current asset disposal IV. Total profit (“-” means loss) -4,386,000.41 -8,513,655.95 -5,840,482.59 -8,030,334.28 Less: Income tax expense 1,528,264.59 1,178,267.65 V. Net profit (“-” means loss) -5,914,265.00 -8,513,655.95 -7,018,750.24 -8,030,334.28 Attributable to owners of parent company -5,807,090.68 -8,513,655.95 -7,019,514.89 -8,030,334.28 Minority interests -107,174.32 764.65 VI. Earnings per share (I) Basic earnings per share -0.02 -0.03 -0.02 -0.03 (II) Diluted earnings per share -0.02 -0.03 -0.02 -0.03 Ⅶ. Other comprehensive income Ⅷ. Total comprehensive income -5,914,265.00 -8,513,655.95 -7,018,750.24 -8,030,334.28 Attributable to owners of parent company -5,807,090.68 -8,513,655.95 -7,019,514.89 -8,030,334.28 Attributable to minority shareholders -107,174.32 764.65 4.3 Cash flow statement Prepared by Guangdong Rieys (Group) Company Ltd. Jan.-Mar. 2010 Unit: RMB Yuan Items Jan.-Mar. 2010 Jan.-Mar. 2009 Consolidation Parent Company Consolidation Parent Company I. Cash flows from operating activities: Cash received from sales of goods or rending of services 30,110,637.75 14,158,030.00 37,509,903.00 8,662,716.00 Net increase in customer bank deposits and due to banks and other financial institutions Net increase in borrowings from central bank Net increase in borrowings from other financial institutions Premium received from original insurance contracts Net cash received from reinsurance Net increase in policy holder deposits and investment funds Net increase in disposal of held-for-trading financial assets Interest, handling charges and commissions received Net increase in borrowings from banks and other financial institutions Net increase in buy-back business Refund of taxes and fares received 4,550,420.99 2,900,000.00 Other cash received relating to operating activities 36,398,695.78 21,293,830.00 5,112,824.00 4,224,232.00The first quarterly report 2010 of Guangdong Rieys (Group) Co., Ltd. 8 Sub-total of cash inflows from operating activities 71,059,754.52 35,451,860.00 45,522,727.00 12,886,948.00 Cash paid for goods and services 24,618,026.21 4,464,482.00 21,093,822.00 4,530,522.00 Net increase in loans and advances to customers Net increase in deposits with central bank and other financial institutions Original insurance contract claims paid Cash paid for interest, fees and commissions Dividends paid to policyholders Cash paid to and on behalf of employees 7,919,124.00 868,719.00 7,438,484.00 562,727.00 Taxes and fares paid 1,428,192.00 173,710.00 1,194,220.00 201,361.00 Other cash paid relating to operating activities 9,159,218.36 5,740,262.00 9,933,031.00 4,054,094.00 Sub-total of cash outflows from operating activities 43,124,560.57 11,247,173.00 39,659,557.00 9,348,704.00 Net cash flows from operating activities 27,935,193.95 24,204,687.00 5,863,170.00 3,538,244.00 II. Cash Flows from Investment Activities: Cash received from withdrawing investments 2,000,000.00 2,000,000.00 1.00 1.00 Cash received from investment income Net cash received from disposal of fixed assets, intangible assets and other long-term assets 185,095.00 48,000.00 Net proceeds from sale of subsidiaries and other operating units Other cash received relating to investment activities Sub-total of cash inflows from investment activities 2,000,000.00 2,000,000.00 185,096.00 48,001.00 Cash paid for acquiring fixed assets, intangible assets and other long-term assets 3,875,648.83 3,818,241.00 7,600.00 Cash paid for investments Net increase in pledged loans Net cash used for acquiring subsidiaries and other operating units Other cash paid relating to investment activities Sub-total of cash outflows from investment activities 3,875,648.83 3,818,241.00 7,600.00 Net cash flows from investing activities -1,875,648.83 -1,818,241.00 177,496.00 48,001.00 III. Cash Flows from Financing Activities: Cash received from absorbingThe first quarterly report 2010 of Guangdong Rieys (Group) Co., Ltd. 9 investment Including: Cash received by subsidiaries from increase in minority interests Cash received from borrowings Cash received from issuing debentures Other proceeds relating to financing activities Sub-total of cash inflows from financing activities Cash paid for settling debts 3,299,999.00 3,299,999.00 Cash paid for distribution of dividends or profit or reimbursing interest 152,501.00 152,501.00 849,612.00 821,748.00 Including: dividends or profit paid by subsidiaries to minority interests Other cash payments relating to financing activities 19,000,000.00 19,000,000.00 Sub-total of cash outflows from financing activities 22,452,500.00 22,452,500.00 849,612.00 821,748.00 Net cash flows from financing activities -22,452,500.00 -22,452,500.00 -849,612.00 -821,748.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash equivalents 3,607,045.12 -66,054.00 5,191,054.00 2,764,497.00 Add : Cash and cash equivalents at year-begin 2,168,571.06 647,412.00 13,151,057.00 1,602,714.00 VI. Cash and cash equivalents at the end of the year 5,775,616.18 581,358.00 18,342,111.00 4,367,211.00 4.4 Auditor’s report Auditor’s opinion: un-audited