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公司公告

中 鲁B:2009年半年度报告(英文版)2009-08-06  

						山东省中鲁远洋渔业股份有限公司

    SHANDONG ZHONGLU OCEANIC FISHERIES COMPANY LIMITED

    2009 年半年度报告全文

    August 7, 20091

    Contents

    SECTION I. IMPORTANT NOTICE----------------------------------------------------------------2

    SECTION II. COMPANY PROFILE----------------------------------------------------------------3

    SECTION III. CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT

    SHARES HELD BY MAIN SHAREHOLDERS--------------------------------------------------5

    SECTION IV. PARTICULARS ABOUT DIRECTORS, SUPERVISORS AND SENIOR

    EXECUTIVES-----------------------------------------------------------------------------------------7

    SECTION V. REPORT OF BOARD OF DIRECTORS-------------------------------------------8

    SECTION VI. SIGNIFICANT EVENTS----------------------------------------------------------13

    SECTION VII. FINANCIAL REPORT------------------------------------------------------------16

    SECTION VIII. DOCUMENTS AVAILABLE FOR REFERENCE---------------------------822

    Section I. Important Notice

    Board of Directors and Supervisory Committee of Shandong Zhonglu Oceanic Fisheries

    Company Limited (hereinafter referred to as the Company) and its directors, supervisors

    and senior executives hereby confirm that there are no any important omissions, fictitious

    statements or serious misleading information carried in this report, and shall take all

    responsibilities, individual and/or joint, for the reality, accuracy and completion of the

    whole contents.

    No director, supervisor and senior executive stated that he (she) couldn’t ensure the

    correctness, accuracy and completeness of the contents of the Semi-annual Report or have

    objection to this report.

    Director Hu Yuanmu did not attend the meeting of Board of Directors, but he entrusted

    Director Xu Haifeng in writing forms to attend the meeting and exercised voting rights on

    his behalf.

    Wang Zhao’an, Chairman of the Board of the Company; Fu Jiguang, CFO of the Company,

    and Wu Shuxian, Manager of Financial Department hereby confirm that the Financial

    Report enclosed in the Semi-annual Report is true and complete.

    The semi-annual financial report of the Company has not been audited.

    This report was prepared in both English and Chinese. Should there be any difference in

    interpretation of the two versions, the Chinese version shall prevail.3

    Section II. Company Profile

    I. Company Profile

    (I) Name of the Company:

    In Chinese: 山东省中鲁远洋渔业股份有限公司

    In English: Shandong Zhonglu Oceanic Fisheries Company Limited

    (II) Stock Exchange Listed with: Shenzhen Stock Exchange

    Short Form of the Stock: Zhonglu B

    Stock Code: 200992

    (III) Registered Address: No. 43, Heping Road, Jinan, Shandong

    Office Address: No. 43, Heping Road, Jinan, Shandong

    Post Code: 250014

    E-mail: zlzqb@163.com

    (IV) Legal Representative: Wang Zhao’an

    (V) Secretary of Board of Directors: Zhou Feng

    Securities affairs Representative: Li Ying

    Contact Address: No. 43, Heping Road, Jinan, Shandong

    Tel: (86) 531-86553278, 86553276

    Fax: (86) 531-86982906

    E-mail: zlzqb@163.com

    (VI) Newspapers Chosen for Disclosing the Information of the Company:

    Securities Times and Hong Kong Wen Wei Po

    Internet Website Designated by CSRC for Publishing the Semi-annual Report:

    http://www.cninfo.com.cn

    The Place Where the Semi-annual Report is Prepared and Placed: Office of the Board of

    Directors

    (VII) Other information about the Company

    The initial registered date: Jul. 23, 1999

    The registered date after change: June 6, 2006

    The registered place after change: Shandong Province Administrative Bureau for

    Industry and Commerce

    Registration code for business license of corporation: 3700001803000

    Registration code of tax: 3701028630431024

    II. Major financial data and indexes

    (I) Major accounting data in the report period

    Unit: RMB

    At the end of this

    report period

    At the period-end

    of last year

    Increase/decrease at the end of

    this report period compared

    with that in period-end of last

    year (%)

    Total assets 446,605,252.11 494,773,011.16 -9.74%

    Owners’ equity attributable to shareholders

    of the listed company

    348,867,585.32 339,351,974.13 2.80%

    Share capital 266,071,320.00 266,071,320.00 0.00%

    Net assets per share attributable to

    shareholders of the listed

    company(RMB/Share)

    1.31 1.28 2.34%

    This report period

    (Jan. to Jun.)

    The same period

    of last year

    Increase/decrease in this report

    period year-on-year (%)

    Total operating income 112,869,854.62 111,317,295.45 1.39%

    Operating profit 5,203,008.96 -1,931,708.36 369.35%

    Total profit 9,878,539.22 16,006,561.46 -38.28%

    Net profit attributable to shareholders of the

    listed company

    9,878,539.22 15,996,897.71 -38.25%

    Net profit attributable to shareholders of the

    listed company after deducting

    non-recurring gains and losses

    9,875,404.72 16,128,627.89 -38.77%

    Basic earnings per share (RMB/Share) 0.04 0.06 -33.33%

    Diluted earnings per share (RMB/Share) 0.04 0.06 -33.33%

    Return on equity (%) 2.83% 4.81% -1.98%

    Net cash flow arising from operating

    activities

    24,228,719.70 3,356,723.00 621.80%

    Net cash flow per share arising from

    operating activities (RMB/Share)

    0.09 0.01 800.00%

    (II) Items of non-recurring gains and losses and the relevant amount:

    Unit: RMB

    Items of non-recurring gains and losses Amount

    Notes

    (If applicable)

    Other non-operating income and expense 3,134.50

    Total 3,134.50 -5

    Section III. Changes in Share Capital and Particulars about Shares Held

    by Main Shareholders

    I. In the report period, the Company’s total shares and its structure remained unchanged.

    II. Ended June 30, 2009, the Company had totally 16,906 shareholders, including 16,900

    shareholders holding foreign capital shares in circulating listed domestically.

    III. Particulars about shares held by main shareholders

    (I) Particulars about shares held by the top ten shareholders

    No. Name of shareholders

    Increase/decr

    ease in the

    report period

    Shares held at

    the

    period-end

    (share)

    Propor

    tion

    (%)

    Type of share

    Number of

    share pledged

    or frozen

    (share)

    Nature of

    shareholders

    1

    SHANDONG

    STATE-OWNED ASSETS

    INVESTMENT HOLDING

    CO., LTD.

    0 88,000,000 33.07 Non-circulated 0

    State-owned

    shareholder

    2

    SHANDONG LUXIN

    INVESTMENT HOLDINGS

    GROUP CO., LTD.

    0 37,731,320 14.18 Non-circulated 0

    State-owned

    shareholder

    3

    CHINA HEAVY

    AUTOMOBILE GROUP

    JINAN TRUCK CO., LTD.

    0 1,950,000 0.73 Non-circulated Unknown

    State-owned

    shareholder

    4

    DBS VICKERS(HONG

    KONG)LTD

    A/C CLIENTS

    1,420,000 1,420,000 0.53 Circulated Unknown

    Foreign

    shareholder

    5 CHEN QIAN FEN -2,252,388 1,091,500 0.41 Circulated Unknown

    Foreign

    shareholder

    6 YI YING 0 1,078,200 0.41 Circulated Unknown

    Foreign

    shareholder

    7 LUO WEI DONG 313,600 932,500 0.35 Circulated Unknown

    Foreign

    shareholder

    8 HUANG JIA YI 0 904,180 0.34 Circulated Unknown

    Foreign

    shareholder

    9 PRO PERFORMENCE 850,000 850,000 0.32 Circulated Unknown

    Foreign

    shareholder

    10 WANG DONG SHENG -40,000 838,500 0.32 Circulated Unknown

    Foreign

    shareholder

    Explanations:

    1. In the report period, the controlling shareholder of the Company was not changed.6

    2. Among the top ten shareholders, Both SDGZK and Luxin Group belonged to provincial

    state-owned enterprises controlled by Shandong Provincial State-owned Assets Supervision

    and Administration Commission, and China Heavy Automobile Group Jinan Truck Co., Ltd.

    are sponsor shareholders of the Company. There exists no associated relationship among

    the aforesaid shareholders, and they do not belong to the consistent actor regulated by the

    Management Measure of Information Disclosure on Change of Shareholding for Listed

    Companies; the other shareholders are circulating ones of domestically listed foreign shares,

    and the Company is not aware of whether there exists associated relationship, or they

    belong to the consistent actor regulated by the Management Measure of Information

    Disclosure on Change of Shareholding for Listed Companies.

    (II) Particulars about shares held by the top ten shareholders of circulation share

    No. Full name of Shareholders

    Number of circulation shares

    held at the period-end

    Type (A-share, B-share,

    H-share and others)

    1 DBS VICKERS(HONG KONG)LTD A/C

    CLIENTS 1,420,000 B-share

    2 CHEN QIAN FEN 1,091,500 B-share

    3 YI YING 1,078,200 B-share

    4 LUO WEI DONG 932,500 B-share

    5 HUANG JIA YI 904,180 B-share

    6 PRO PERFORMENCE 850,000 B-share

    7 WANG DONG SHENG 838,500 B-share

    8 SHANGHAI (HONG KONG) WANGUO

    SECURITIES CO., LTD.

    596,000 B-share

    9 OU WEN QING 560,900 B-share

    10 QI FENG 560,100 B-share

    Among the top ten shareholders of circulation share, the Company is unknown whether

    there exists associated relationship or whether they belong to the consistent actor regulated

    by the Management Measure of Information Disclosure on Change of Shareholding for

    Listed Companies.7

    Section IV. Particulars about Directors, Supervisors and Senior

    Executives

    I. Change of shares of the Company held by directors, supervisors and senior executives

    In the report period, directors, supervisors and senior executives of the Company did not

    hold the Company’s shares.

    II. New engagement or dismissal of directors, supervisors and senior executives of the

    Company

    On Mar. 31st of 2009, the Shareholders’ General Meeting of the Company for 2008 decided

    to engage Hu Yuanmu and Xu Haifeng as independent directors, for office terms of the

    original independent directors Wang Hanmin and Jiang Jin had already expired and they

    left their posts willingly.8

    Section V. Report of Board of Directors

    I. Analysis of the Management on the operating results and financial status

    In the report period, the Company continued to engage in fishing in the middle and top

    grounds of oceans, the processing export of aquatic products, and tenancy and management

    of refrigerated cargo vessel. For the report period, the amount of oceanic fisheries reached

    7,298.53 tons. The Company realized operating income of RMB 112.87 million, with an

    increase rate of 1.39% over the same period of last year; operating cost of RMB 96.31

    million, with a decrease rate of 1.70% over the same period of last year; operating profit of

    RMB 5.2 million, with an increase of 369.35% over the same period of last year, and the

    net profit attributable to shareholders of listed company of RMB 9.88 million with a

    decrease of 38.25% over the same period of last year.

    II. Main business and operation of the Company during the report period

    (I)Main business scope of the Company

    The Company is a comprehensive enterprise mainly engaging in oceanic fishing. The

    business scope mainly includes: outer-sea and ocean fishing; breeding, processing and

    selling aquatic products; import and export business for the commodity within approved

    range; production and sale of mechanic ice; manufacture, installment and maintenance of

    refrigeration equipment; refrigeration and cold storage; service of loading and unloading or

    portage; house leasing.

    (II) Condition of main operations

    In the report period, income from main operations, profit from main operations of the

    Company is classified according to business segments and products as follows:

    Unit: RMB’0000

    Main operations classified according to industries

    Classified

    according to

    industries or

    products

    Operating

    revenue

    Operating

    cost

    Gross profit

    ratio

    (%)

    Increase or

    decrease of

    operating

    revenue over

    the same period

    of last year

    (%)

    Increase or

    decrease of

    operating cost

    over the same

    period of last

    year

    (%)

    Increase or

    decrease of

    gross profit

    ratio over the

    same period

    of last year

    (%)

    Fishery 11286.98 9631.07 14.67 1.39 -1.70 2.69

    Main operations classified according to products

    Tunny 4548.23 3695.98 18.74 -7.38 -16.15 8.49

    Among which: the total amount of related transaction that listed company provided9

    products and labor service to its subsidiaries was RMB 7,327,700.

    (III) Change in main operations and profit structure and reason for the changes in the report

    period

    Unit: RMB

    Items Jan to Jun, 2009 Jan to Jun, 2008 Change (%)

    Sales expense 1,432,873.90 3,626,829.79 -60.49

    Financial expense 406,878.53 2,089,165.64 -80.52

    Asset depreciation

    loss -440,778.26 -1,038,547.46 57.56

    Investment income 0.00 330,596.54 -100.00

    Operating profit 5,203,008.96 -1,931,708.36 369.35

    Non-operating

    income 4,707,724.29 18,324,220.01 -74.31

    Non-operating

    expenditure 32,194.03 385,950.19 -91.66

    Total profit 9,878,539.22 16,006,561.46 -38.28

    Net profit 9,878,539.22 15,996,897.71 -38.25

    Reasons for changes:

    1. Sales expense for this report period has decreased by 60.49% over the same period of

    last year, mainly due to that Haiyan Branch calculated the freight yielded by selling fishery

    goods in cost in this report period, while for the same period of last year, it was calculated

    in sales expense.

    2. Financial expense for this report period has decreased by 80.52% over the same period

    of last year, mainly due to that: the Company decreased expenditure for interest since it

    returned the bank loans; interest income from pledge deposit increased; exchange loss

    decreased since the exchange rate fluctuated slightly.

    3. Asset depreciation loss for this report period has increased by 57.56% over the same

    period of last year, mainly due to that: in the same period of last year, the inventories of

    period-begin were sold out, so the inventory depreciation loss was switched back.

    4. Investment income for this report period has decreased by 100% over the same period of

    last year, mainly due to that the investment income of the same period of last year all came

    from subscribing new shares transfer, while no such business was carried out in this report

    period.

    5. Operating profit for this report period has increased by 369.35% over the same period of

    last year, mainly due to that operating cost decreased for fuel price fell, and the Company

    decreased administration expense and period expense.

    6. Non-operating income for this report period has decreased by 74.31% over the same

    period of last year, mainly due to that the Company received less fuel subsidy from the

    government than that of last year.

    7. Non-operating expenditure for this report period has decreased by 91.66% over the same

    period of last year, mainly due to that the Company donated for the earthquake disaster and10

    paid off pension for sailors in the same period of last year.

    8. Net profit for this report period has decreased by 38.25% over the same period of last

    year, mainly due to that governmental subsidy for fuel decreased over the same period of

    last year.

    (IV) Explanation on assets structure and its change in the report period

    Unit: RMB

    Item Jun 30th of 2009 Dec 31st of 2008 Change (%)

    Monetary assets 43,487,914.99 74,452,404.48 -41.59

    Accounts paid in advance 4,097,067.07 6,868,073.62 -40.35

    Other receivable 5,613,502.13 3,886,607.26 44.43

    Short-term loans 28,000,000.00 70,003,800.00 -60.00

    Account payable 44,813,873.26 62,182,658.42 -27.93

    Account received in

    advance

    379,863.72 2,740,134.66 -86.14

    Tax payable 566,410.13 -1,178,440.82 148.06

    Conversion margin in

    foreign currency report

    184,549.09 547,477.12 -66.29

    Reasons for changes:

    1. Monetary assets of period-end of this year has decreased by 41.59% over that of

    period-end of last year, mainly due to that Yantai Grocery Company and HIC Company

    returned bank loans in this report period.

    2. Accounts paid in advance of period-end of this year has decreased by 40.35% over that

    of period-end of last year, mainly due to that the account paid by Haiwei Branch for fishery

    access had been transferred into cost in this report period.

    3. Other receivable of period-end of this year has increased by 44.43% over that of

    period-end of last year, mainly due to that HIC Company increased indemnity receivables

    from insurance company in this report period.

    4. Short-term loans of period-end of this year has decreased by 60% over that of period-end

    of last year, mainly due to that Yantai Grocery Company and HIC Company returned bank

    loans in this report period.

    5. Account payable of period-end of this year has decreased by 27.93% over that of

    period-end of last year, mainly due to that Yantai Grocery Company paid off account

    payable for raw materials in this report period.

    6. Account received in advance of period-end of this year has decreased by 86.14% over

    that of period-end of last year, mainly due to that the account for goods received by Yantai

    Grocery Company in advance from customers was confirmed as operating income in this

    report period.

    7. Tax payable of period-end of this year has increased by 148.06% over that of period-end

    of last year, mainly due to that the sales tax of value-added tax for selling goods by Yantai

    Grocery Company increased in this report period.

    8. Conversion margin in foreign currency report of period-end of this year has decreased by

    66.29% over that of period-end of last year, mainly due to the comparatively big change in

    exchange rate for US dollar converting to RMB in the same period of last year.

    (V)Change in constitution of cash flow and reasons for the change in the report period

    Item Jan. to Jun., 2009 Jan. to Jun., 2008 Change (%)11

    Net cash flows arising from operating activities: 24,228,719.70 3,356,723.00 621.80

    Including: Cash received from selling commodities and

    providing labor services

    101,115,502.72 106,632,558.86 -5.17

    Written-back of tax received 2,689,668.31 725,024.86 270.98

    Other cash received concerning operating activities 18,170,338.95 18,301,443.02 -0.72

    Minus: 1. Cash paid for purchasing commodities and

    receiving labor service 72,943,945.68 84,974,805.26 -14.16

    2. Cash paid to/for staff and workers 15,682,054.54 20,456,508.85 -23.34

    3. Taxes paid 1,127,216.05 1,861,198.52 -39.44

    4. Other cash paid concerning operating activities 7,993,574.01 15,009,791.11 -46.74

    Net cash flows arising from investing activities: -1,853,227.11 -7,350,284.68 -74.79

    Cash received from recovering investment 551,770.00 -100.00

    Cash received from investment income 330,596.54 -100.00

    Net cash received from disposal of fixed, intangible

    and other long-term assets 1,773,855.00 -100.00

    Minus: 1. Cash paid for purchasing fixed, intangible

    and other long-term assets 1,853,227.11 9,438,676.22 -80.37

    2. Cash paid for investment 567,830.00 -100.00

    Net cash flows arising from financing activities: -55,339,982.08 8,302,261.45 -766.57

    Cash received from loans 46,020,000.00 66,941,750.00 -31.25

    Minus: Cash paid for repaying debts 88,025,150.00 24,971,750.00 252.50

    Cash paid for dividend and profit distributing or

    interest paying 1,334,832.08 2,067,738.55 -35.44

    Net increase in cash and cash equivalent -32,964,489.49 4,308,699.77 -865.07

    Reasons for changes:

    1. Net cash flows arising from operating activities of the Company in this report period has

    increased by 621.80% compared to the same period of last year, which was mainly due to

    that: export drawback received by Yantai Grocery Company increased; current account

    paid in this report period decreased and the employees’ salary for 2007 had been paid off in

    the same period of last year.

    2. Net cash flows arising from investing activities of the Company in this report period has

    increased by 74.79% compared to the same period of last year, which was mainly due to

    that investment with fixed assets decreased in this report period.

    3. Net cash flows arising from financing activities of the Company in this report period has

    decreased by 766.57% compared to the same period of last year, which was mainly due to

    that interest decreased since bank loans were returned in the report period.

    (VI)Operation and performance of the main controlling subsidiaries of the Company

    Marine HIC Yantai Grocery

    Total assets 23,068,728.18 90,631,553.89 151,596,268.19

    Net assets 13,848,499.33 71,667,096.91 74,267,076.07

    Registered capital 22,505,600.00 12,476,146.00 75,593,300.00

    Equity proportion (%) 100.00 100.00 100.00

    Investing amount 22,505,600.00 12,476,146 75,593,300.00

    Business character and main

    product or service

    Undertake to

    transporte

    international

    Self-running

    business of

    refrigerated

    Freezing, refrigerating,

    processing and sales of

    marine products, birds12

    shipping,

    refrigeration,

    marine products

    transportation and house animals, and

    fruits and vegetables,

    etc.

    Operating income 9,270,182.66 14,308,767.12 42,354,532.42

    Operating profit -501,204.80 3,495,908.99 116,021.33

    Net profit -531,508.80 3,495,908.99 132,535.30

    (VII)In the report period, the Company’s investment income which influences the net profit

    of the Company over 10% (10% included) existed in none of its share-join companies.

    (VIII)Problems and difficulties in operation

    1. The fishing products received a great decline in price in international market. Though

    fishing quantity increased, profit was not raised distinctly.

    2. The international market for processed export products was still not so optimistic, which

    was not favorable for the Company to develop this industry recently.

    3. It remained hard for financing. Development for integrated scale was absolutely

    restricted by limited fund.

    4. There were lots of pirate activities in part fishing areas, thus the production and

    operation of the Company were influenced.

    5. Staff expense increased, which meant increase in operation cost.

    III. Investment

    (I)In the report period, the Company didn’t raise proceeds to invest projects and there were

    no raised proceeds in last report period used till the report period.

    (II)In the report period, there was no significant application of project invested with the

    non-raised proceeds.

    IV. The Company has never disclosed profit forecast and annual operation plan in periodic

    report or other public notice.13

    Section VI. Significant Events

    I. Administration of the Company

    In order to guarantee and improve the administration level of the Company, in the report

    period, the board of directors strictly accorded with the requirements of laws and

    regulations, including the Company Law, Securities Law, Governing Rules of Listed

    Company and Stock Listing Rules of Shenzhen Stock Exchange, continued to perfect

    corporate governance structure, standardize operation mechanism, prevent production and

    operation risk, and the actual administration of the Company was basically accorded with

    the requirements of relevant documents issued by CSRC.

    In the future, the Company would re-examine and standardize the administration of the

    Company in irregular time, to constantly perfect the administration level and improve the

    core competition of the Company, and make a solid basis for the persistent and stable

    development in the future.

    II. Implementation of 2008 Profit Distribution Plan

    The Company did not distribute profits nor convert public reserve into share capital in

    2008.

    III. 2009 Semi-annual Distribution Preplan

    The Company would neither distribute profits nor convert public reserve into share capital

    in the semi-annual of 2009.

    IV. Material lawsuits and arbitrations

    In the report period, there was no material lawsuit and arbitration.

    V. Material assets acquisitions or sell-offs

    There was no purchase or sale of material assets in the report period.

    VI. Material related transactions

    There was no material related transaction in the report period.

    VII. Significant contracts and contract implementation14

    (I) No material entrusting, contracting or leasing of assets by the Company to others or by

    others to the Company happened in the report period or in the past but lasting into the

    period.

    (II) No material cash assets management was entrusted by the Company in the report

    period or in the past but lasting into the period.

    (III) Guarantees

    1. In the report period, the Company provided comprehensive credit authorization of RMB

    20 million – half of the comprehensive credit authorization of RMB 40 million received

    from Jinan Branch of China Minsheng Banking Co., Ltd. to the subsidiary –Yantai Grocery

    Co., Ltd. for trade finance. As the requirement of bank, the Company provided the joint

    liability guarantee for the aforesaid credit authorization, with time limit of two years. Till

    the end of the report period, the Company totally provided external guarantees of RMB 70

    million.

    2. Independent opinion issued by independent directors Mr. Hu Yuanmu, Mr. Jiang Lu and

    Mr. Xu Haifeng

    Strictly according to the requirements of relevant regulations of Guiding Opinion on

    Establishing Independent Director Policy in Listed Company, Stock Listing Rules of

    Shenzhen Stock Exchange and Notice on Standardizing External Guarantee of Listed

    Company (ZJF(2005)No.120), based on independent judgement, we made careful

    comprehension and inspection over capital occupancy of related parties and the

    accumulated as well as current external guarantee of the Company, then we made the

    following special explanation and issued the independent opinion:

    (1) Capital occupancy of related parties of the Company

    In the report period, no controlling shareholders and their related parties occupied capital of

    the Company.

    (2) External guarantee of the Company

    The Company was available to be in strict accordance with the Articles of Association and

    Management System of External Guarantee, standardizing the external guarantee and

    strictly controlling risk of external guarantee.

    In the report period, the Company did not provide guarantee for shareholders, actual

    controllers and related parties.

    In the report period, the total external guarantee amounted to RMB 70 million, among which

    the guarantee for its controlling subsidiaries amounted to RMB 20 million, taking 20.06% of

    the net assets of Jun. 30, 2009.

    It was known that the Company and Shandong Aviation Group Co., Ltd. together offered

    ensuring guarantee for two long-term loans totaling to RMB 50 million borrowed by its

    former subsidiary, Qingdao Double Whale Pharmaceutical Co., Ltd. (the equity was

    transferred in Aug., 2003), which was transferred as external guarantee due to sales of its

    equity. The Company highly thought of the work of guarantee relief, constantly negotiated

    about the plan for guarantee relief and the fulfilling with Double Whale Pharmaceutical,

    Shenzhen Jingshen Investment and bank to discuss the procedure matters about equity

    transfer. Till now, Double Whale Pharmaceutical is still actively negotiating with relevant

    department of the government about details of estimation, price making and relocation of the

    old factory which is in the district of house removal, in order to sign relevant agreement as15

    soon as possible. Whereas Double Whale Pharmaceutical operated normally, reached an

    agreement on loan repayment with Agriculture Bank of China and other banks, and

    Agriculture Bank of China did not required the Company and Shandong Aviation to fulfill

    relevant guarantee liability, therefore, we thought that the potential liability dissatisfied the

    qualification to confirm as projected liability. At the same time, we also urged the Company

    to deal with relevant procedure of guarantee relief as soon as possible, and would always

    focus on the development of the proceedings.

    VIII. Commitment

    There is no commitment of the Company in the report period.

    IX. In the report period, the Company, the directors, the supervisors, senior executives,

    shareholders of the Company together with actual controllers haven’t received investigation

    from the authorized department, forceful measure from justice and inspection department,

    been sent to justice organization or asked for criminal responsibility, inspection and

    administrative penalty from CSRC, or received no access to securities market, public

    criticism, administrative penalty from other administration department if being recognized

    as inappropriate people or public criticism by Shenzhen Stock Exchange.

    X. Other material events and its influences, and analysis explanations on its solutions

    There was no other material event.

    XI. Registration form for receiving research, communication and interview in the report

    period.

    In the report period, the Company received individual investor by receiving and answering

    calls for communications, there were no such situations as selectively or privately disclose,

    reveal or leak significant information which is not yet published publicly to specific objects

    (organization investors and fund). Partly estimated, 20 times receiving calls from individual

    investors are made on the production and operation of the Company they concerned.

    Date Place Way

    The received

    parties

    Contents discussed and materials

    were supplied

    Mar. 5, 2009

    Jinan

    Phone

    communication

    Individual

    investor

    Operation of the Company,

    no material were supplied

    Mar. 6, 2009

    Jinan

    Phone

    communication

    Individual

    investor

    Operation of the Company,

    no material were supplied

    Apr. 1, 2009

    Jinan

    Phone

    communication

    Individual

    investor

    Operation of the Company,

    no material were supplied

    Apr. 27, 2009

    Jinan

    Phone

    communication

    Individual

    investor

    Operation of the Company,

    no material were supplied

    Jun. 18, 2009

    Jinan

    Phone

    communication

    Individual

    investor

    Operation of the Company,

    no material were supplied

    XII. Index of information on other significant events

    In the report period, all the important events of the Company were published on China

    Securities Journal, Hong Kong Wen Wei Po and Juchao information website16

    http://www/cninfo.com.cn. Details are as follows:

    Notice No. Content of notice Time

    2009-001 Notice on Resolution of the 15th Meeting of the 3rd Board Mar. 3, 2009

    2009-002

    Notice on Resolution of the 8th Meeting of the 3rd

    Supervisory Committee

    Mar. 3, 2009

    2009-003 Notice on Holding the 2008 Shareholders’ General Meeting Mar. 3, 2009

    2009-004 Summary of the Annual Report of 2008 Mar. 3, 2009

    2009-005

    Notice on Resolution of the 2008 Shareholders’ General

    Meeting

    Apr. 1, 2009

    2009-006 Notice on Resolution of the 16th Meeting of the 3rd Board Apr. 27, 2009

    2009-007 Summary of the 1st Quarterly Report of 2009 Apr. 27, 2009

    2009-008 Notice on Providing Guarantee for Subsidiary Apr. 27, 2009

    2009-009

    Notice on holding Unveiling Ceremony for Tunny Trading

    Center in Subsidiary

    Jun. 18, 2009

    Section VII. Financial Report (Un-audited)

    I. Accounting statement (attached)

    II. Notes to accounting statements

    SHANDONG ZHONGLU OCEANIC FISHERIES CO., LTD

    Notes to the Financial Statements

    (For Semi-annual Year 2009)

    (All amounts are stated in RMB Yuan unless otherwise stated)

    I. Company profile.

    Shandong Zhonglu Oceanic Fisheries Co., Ltd. (the “Company”) was incorporated as a joint

    stock limited company in the People’s Republic of China on July 30, 1999 according to the

    documentation of Lu Ti Gai Zi [1999] No.85 issued by Shandong Development and Reform

    Commission, and the holding company of the Company is Shandong Fisheries Enterprise

    Group General Corporation. On June 26, 2000, the Company issued 120 million domestic

    listed foreign shares (B shares) to foreign investors with face value of one RMB Yuan per

    share according to the documentation of Zheng Jian Fa Xing Zi [2000] No.82 issued by the

    China Securities Regulatory Commission. The B shares have been listed on the Shenzhen

    Stock Exchange since July 24, 2000. On August 22, 2000, by the Company’s authorization,

    lead underwriters fully exercised the 15% over-allotment option and issued 18 million B

    shares to foreign investors with face value of one RMB Yuan per share, and then the

    Company's total issued share capital is 266,071,320.00 Yuan.

    Since year 2003, 125,731,320 state-owned legal person shares (occupying 47.25% of the total

    share capital of the Company) held by Shandong Fisheries Enterprise Group General

    Corporation (“Fisheries Group”) have been frozen by the judiciary, including: A. Fisheries

    Group provided guarantee for the loan of 11,700,000 Yuan for a subordinate company, but

    the subordinate company failed to repay the loan on time, so Shandong Yantai Intermediate

    People's Court froze 8,000,000 shares (occupying 3% of the total share capital). B.

    Fisheries Group borrowed 73,580,680 Yuan from the Agricultural Bank of China Jinan Lixia

    branch, and Jinan Lixia Court froze 80,000,000 shares (occupying 30.07% of the total share17

    capital).

    On December 10, 2006, 88,000,000 shares held by Fisheries Group were auctioned publicly.

    According to the auction transaction confirmation (Lu Yin Pai Cheng Zi [2006] No.96) of

    Shandong Silver Star Auction Ltd., Shandong State-owned Assets Investment Holdings Ltd.

    bought the shares at the price of 48,400,000 Yuan. Holding 33.07% of the total share capital,

    Shandong State-owned Assets Investment Holdings Ltd. then became the largest shareholder

    of the Company On June 20, 2007; relevant transfer procedures have been completed.

    Fisheries Group borrowed 73,344,932 Yuan from Bank of China Jinan branch (the creditor of

    the loan was changed to China Xinda Asset Management Corporation from Bank of China in

    2004), and Shandong Higher People's Court froze 37,731,320 shares (occupying 14.18% of

    the total share capital). On June 7, 2005, the above 37,731,320 shares were auctioned

    publicly, According to the auction transaction confirmation (Lu Rui Cheng Zi [2005] No.013)

    of Shandong Lu Rui Feng Auction Ltd., Shandong Luxin Investment Holdings Ltd. bought

    the shares at the price of 8,760,000 Yuan. On February 2, 2007, relevant transfer procedures

    have been completed.

    Company address:43 Heping Road, Jinan, Shandong Province, the PRC.

    Operating scope: marine and oceanic fishing; aquatic products breeding, processing and

    marketing; merchandise import and export business within approved scope; ice machine

    manufacture and sale; refrigeration equipment manufacturing, installation, maintenance;

    refrigeration; load and unload services; housing lease.

    II. Accounting policies, accounting estimates and error correction of previous years

    1. Announcement about compliance with Enterprises Accounting Standards

    The Company announces that: the Company’s financial statements prepared in accordance

    with Notes “III. Preparation basis of financial statement” comply with the requirements of the

    Enterprises Accounting Standards, and they fairly present the financial position, operation

    result, cash flow and other relevant information of the Company.

    2. Preparation basis of financial statement

    Preparation of the financial statements is based on going concern postulate.

    3. Fiscal year

    The financial year of the Company is from January 1st to December 31st of each calendar

    year.

    4. Reporting currency

    The Company’s reporting and presentation currency is the Renminbi (“RMB”).

    5. Accounting measurement characters

    The Company measures financial statements’ items according to stated measurement

    characters, and measurement characters are not changed during the report period. The

    Company uses history cost commonly for the measurement of accounting factors. When the

    Company uses replacement cost, net realizable value, net value and fair value based on

    assured amounts that could be obtained and measured reliably.

    6. Cash equivalents

    Cash equivalence is that the Company holds short-term (expire within 3 months of the

    purchasing day), high-liquidity, easy to convert to known amount of cash and low-risk of18

    changing in value of investment.

    7. Foreign currency transactions and translation

    i. Foreign currency transactions

    Foreign currency (currency other than the reporting currency) transactions are translated into

    reporting currency at spot exchange rates quoted by the People’s Bank of China prevailing on

    the day in which the transactions take place. Monetary items are adjusted according to spot

    exchange rates at the balance sheet date. The exchange balance on foreign currency shall be

    recorded into current profit and loss. Foreign currency of non-monetary items measured with

    history cost is translated into reporting currency at spot exchange rates on the occurrence date.

    Foreign currency of non-monetary items measured with fair value are translated into

    reporting currency at spot exchange rates of fair value confirming date, the difference is

    recorded as the changes in the profit and loss of fair value.

    (2) Translating of foreign financial statement

    a) Monetary assets and liabilities denominated in foreign currencies at the balance

    sheet date are restated into the reporting currency using the spot exchange rates at

    that date. Among the equity items, all items are translated into reporting currency

    at spot exchange rates on the occurrence date except the item of undistributed

    profits.

    b) Income Statement items are translated into reporting currency at spot exchange

    rate on the occurrence date.

    c) The exchange difference from translation of financial statements denominated in

    foreign currency is included in the equity and presented individually.

    d) Cash flow Statement items are translated into reporting currency at spot exchange

    rate on the occurrence date. Change in cash due to change in exchange rate should

    be as adjusted item and presented individually.

    8. Financial instruments

    (1) Recognition and derecognizing of financial instruments

    Financial instrument is any contract that gives rise to a financial asset of one entity and a

    financial liability or equity instrument of another entity.

    When an enterprise becomes a party to a financial instrument, it shall recognize a financial

    asset or financial liability.

    The financial asset should be considered for derecognizing when it meets one of the

    following two conditions: (1)when the right to collect the cash flow from a financial asset is

    termination; (2) The financial assets is transferred and conform to the termination condition19

    of Enterprises Accounting Standards No.23—transfer of financial asset.

    All or part of the current obligation to the financial liabilities are terminated, and then

    derecognize financial liability or part of it.

    (2) Classification of financial assets

    Financial assets shall be classified into the following four categories when they are initially

    recognized:

    (a) Financial assets measured at fair value through profit or loss

    The financial assets which are measured at their fair values and the variation of which is

    recorded into the profits and losses of the current period, including available for sale financial

    assets and designed as at fair value through profit or loss. Available for sale financial assets

    comprise financial assets which can be sold in the short term and other derivatives. An

    enterprise shall make subsequent measurement on these financial assets according to their fair

    values and any realized and unrealized variation is recorded in the current profits and losses.

    (b) held-to-maturity investments

    Held-to-maturity investments, refers to a non-derivative financial asset with a fixed date of

    maturity, a fixed or determinable amount of price and which the enterprise holds for a definite

    purpose or the enterprise is able to hold until its maturity but except the one which has been

    reclassified as other non-derivative financial asset. It adopts actual interest rate method and

    makes subsequent measurement in accordance with the amortized cost. Its derecognizing and

    impairment or amortization should be recorded into current profit and loss.

    (c) Loans and account receivables

    Loans and receivables are not in an active market quotation, the recovery in fixed or

    determinable amount of non-derivative financial assets. An enterprise shall make subsequent

    measurement on these financial liabilities on the basis of the post-amortization costs by

    adopting the effective interest rate method, its derecognizing and impairment or amortization

    generated profits and losses are included in the current period profit and loss.

    (d) available-for-sale financial assets

    Available-for-sale financial assets, refer to the initial recognition was designated as

    available-for-sale of non-derivative financial assets, and have not been classified as the above

    three categories of non-derivative financial assets. An enterprise shall make subsequent

    measurement on these financial assets on the basis of fair value. Its premium discount

    using the effective interest method for amortization and recognized as interest income; its fair

    value changes recognized as capital reserve, in the termination of the investment or

    impairment happened, write off the equity corresponding part from the financial asset directly

    and recorded in current period profit and loss.

    (3) Classification of financial liabilities

    Financial liabilities shall be classified into the following two categories when they are

    initially recognized:

    (a) Financial liabilities measured at fair value through profit and loss

    The financial liabilities which are measured at their fair values and of which the variation is

    included in the current profits and losses, including available for sale financial liabilities and

    the designated as financial liabilities which are measured at their fair values and of which the

    variation is included in the current profits and losses. An enterprise shall make subsequent20

    measurement on these financial liabilities according to their fair values and any realized and

    unrealized variation is recorded in the current profits and losses.

    (b) Other financial liabilities

    An enterprise shall make subsequent measurement on these financial liabilities on the basis of

    the post-amortization costs by adopting the effective interest rate method

    (4)Transaction costs

    Transaction costs with regard to financial assets or financial liabilities measured at fair value

    through profit and loss are directly recorded in the current period profit and loss account.

    Transaction costs related to other types of financial assets or financial liabilities are included

    in the amount of its initial recognition.

    (5)Determination of the fair value of main financial assets and financial liabilities

    As for the financial assets or financial liabilities for which there is an active market, the

    quoted prices in the active market shall be used to determine the fair values thereof. Where

    there is no active market for a financial instrument, the enterprise concerned shall adopt value

    appraisal techniques to determine its fair value. The value appraisal techniques mainly

    include the prices adopted by the parties, who are familiar with the condition, in the latest

    market transaction upon their own free will, the current fair value obtained by referring to

    other financial instruments of the same essential nature, the cash flow capitalization method

    and the option pricing model, etc.

    (6)Impairment of financial assets

    The company shall carry out an inspection, on the balance sheet day, on the carrying

    amount of the financial assets other than those measured at their fair values and of which

    the variation is recorded into the profits and losses of the current period. The objective

    evidence that confirm the impairment has been taken place refers to the event actually

    occurred after the initial recognition, which has adverse effect on the future cash flow and

    the amount can be measured reliably.

    An impairment test shall be made on the financial assets with significant single amounts. If

    there is objective evidence that is the impairment has been taken place, then recognize the

    impairment loss and recorded into profit and loss account in the current period.

    (a) Financial asset carried at amortized cost

    If there is objective evidence to confirm the impairment has been taken place, the carrying

    value of the financial asset will decrease to the present value of estimated future cash flow.

    The total decrease amount is recorded into the profit and loss account of the current period.

    Present value of estimated future cash flow is discounted by using the original effective

    interest rate, and should be consider the value of relevant collateral.

    If there is objective evidence confirm that the value of impaired financial assets is recovered,

    then the original recognized impairment loss should be reversed through profit and loss

    account in the current year. However, the carrying value after reversing impairment loss

    should not exceed the amount of amortized cost as if there is no impairment taken place.

    (b) Financial asset carried at cost

    If there is objective evidence confirm that the financial asset has been impaired, the

    difference between the book value of the financial asset and the present value of estimated

    future cash flow discounted at market rate of return at that time will be included in the current21

    profits and loss. Once confirm the impairment loss, it shall not be reversed.

    (c) Available for sale financial asset

    If there is objective evidence confirm that the impairment of available for sale financial asset

    has been taken place, the accumulated loss from decreasing in the fair value which originally

    recorded in the owner’s equity should be transferred into current period profit and loss. The

    transferred accumulated loss is the difference between the historical cost deducted receipt

    capital and amortized amount and the current fair value and the balance after deducting

    impairment loss which has been recorded into profit and loss account.

    For recognized impairment loss of available for sale financial asset, increase in fair value in

    the subsequent accounting period ,the original recognized impairment loss can reversed into

    current profit and loss account. The impairment of available for sale equity instrument can

    not be reversed through profit and loss account.

    (7) Transfer of financial assets

    A transfer of financial assets refers to an entity transfers a financial assets to the other party

    (the transferee) other than the issuer of financial asset.

    The company has transferred nearly all of the risks and rewards related to the ownership of

    the financial asset to the transferee, it shall derecognize the financial asset. If it retained

    nearly all of the risks and rewards related to the ownership of the financial asset, it shall not

    derecognize the financial asset.

    Where an enterprise does not transfer or retain nearly all of the risks and rewards related to

    the ownership of a financial asset, it shall deal with it according to the circumstances as

    follows, respectively: a. If it gives up its control over the financial asset, it shall stop

    recognizing the financial asset; b. If it does not give up its control over the financial asset, it

    shall, according to the extent of its continuous involvement in the transferred financial asset,

    recognize the related financial asset and recognize the relevant liability accordingly.

    9. Accounts receivable and bad debts

    i. Account receivable without related party transaction

    At the end of the period, impairment test shall be made on individual accounts receivable

    with significant amounts. If there is objective evidence that they have been impaired, bad

    debt loss shall be recognized and provision for bad debts shall be made base on the

    differences between book values and the present value of estimated future cash flows. For

    those individual accounts receivable without significant amounts at the end of the period,

    along with those accounts receivable that have been tested individually but not impaired, the

    Company classifies them in line with similar credit risk characteristics into several groups,

    and make a specific percentage of bad debts provision on the accounts receivable balances at

    balance sheet date. On the basis of the actual loss rate of receivable accounts, with same or

    similar credit risk characteristics of accounts receivable package in previous year, the

    Company also considers current situation and determine the percentage of bad debt provision.

    ii. Here is the Company’s bad debts provision policy:

    Age Proportion22

    Within 6 months 5%

    6 months to 1 year 10%

    1 year to 2 years 30%

    2 years to 3 years 50%

    Above 3 years 100%

    For any well-established evidence shows that there exist obvious differences of recoverable

    of the receivables, provision of bad debt is recognized in individual method.

    10. Inventories

    (1) Inventories category: raw materials, low value and easily used up materials, work in

    progress, working in process –outsourced and finished goods.

    (2) Valuation methods of inventories: raw materials, working in process and finished goods

    are stated at actual cost. The use and the sales of inventories are valued at weighted average

    method.

    The issue of low value and easily used up materials, wrap page amortize twice of 50% each

    time.

    (3) The company adopts perpetual inventory system.

    (4) For the inventories at the end of the year, the evaluation criteria should base on the

    lower value between the cost of inventory and the net value that can be converted to cash.

    The provision for inventory impairment loss is drawn from margin of individual

    inventory’s cost higher than the net value that can be converted to cash. The net value that

    can be converted to cash is refers to the value after estimated the selling price subtracts the

    estimated finished cost and the estimated sale expense in the Company’s normal operating

    process.

    Inventory impairment loss provision for finished goods is made basing on single item, and

    classification for raw materials.

    11. Investment property

    Investment property includes: a land use right that is leased out; a land use right held for

    transfer upon capital appreciation; a building that is leased out.

    The initial measurement of the investment property shall be made at its cost. An enterprise

    shall make a subsequent measurement to the investment property through the cost pattern.

    The Company calculates depreciation and impairment of investment property as the same

    method of fixed assets.

    At the balance sheet date, where any evidence shows that there is possible impairment of

    investment property, should take impairment test and make provision for impairment loss

    individually.

    12. Fixed assets

    (1) Recognition of fixed assets

    (a) Fixed assets are tangible assets that are held for use in the production or supply of goods23

    or services, for rental to others, or for administrative purpose, and have useful lives more

    than one accounting year.

    The cost of an item of fixed assets shall be recognized as an asset if, and only if (a) it is

    probable that future economic benefits associated with the item will flow to the entity; and

    (b) the cost of the item can be measured reliably. The subsequent expense related with the

    fixed asset when it meet the character of recognition of fixed asset, it will be recorded in

    the cost of fixed asset, or it will be recorded as expense through current profit and loss.

    (b) Fixed assets are recorded at cost of acquisition.

    For acquired asset, the cost of a fixed asset comprises its purchase price, related taxes and

    any costs directly attributable to bring the asset to the location and condition necessary for

    it to be capable of operating, such as transport fees and installation fees and etc. The cost of

    a self-constructed asset comprises any costs necessarily related to the construction prior to

    bring it to the condition for it to be capable of operating. The cost of the fixed assets that

    exchanged from non-monetary transaction, debt restructuring, business combination and

    financial lease are recognized according to ‘Enterprises Accounting Standard

    No.7—Non-monetary exchange of fixed assets’,’ Enterprises Accounting Standard

    No.12—debt restructuring’,’ Enterprises Accounting Standard No.20—business

    combination’ and ‘Enterprises Accounting Standard No.21— Lease’

    (2) Subsequent measurement

    The depreciation of fixed assets adopts average method. The estimated useful lives,

    expected residual value and annual depreciation rate of various types fixed assets are listed

    as follows:

    Category

    Estimated useful lives

    (years)

    Expected residual

    value (%)

    Annual depreciation

    rate (%)

    Buildings 20—40 3—5 2-5

    Vessels 15—20 3—5 5-6

    Machinery and fishing

    equipment

    8—20 3—5 5-12

    Furniture and office

    equipment

    5 3—5 19-19

    Motor vehicles 5 3—5 19-19

    Fixed assets depreciated on a monthly basis. For increased asset in the current month, the

    depreciation of an asset begins from next month. For decreased asset in the current month,

    the depreciation of an asset terminates from next month.

    An enterprise shall, at least at the end of each year, have a review on the useful life, expected

    residual value and the depreciation method of the fixed assets, and adjust them when

    necessary.

    At the balance sheet date, there are signs that fixed assets impaired, according to the stated

    asset impairment method to make impairment provision of fixed assets.24

    (3) Finance leased asset

    (a) Where a lease satisfies one or more of the following criteria, it shall be recognized as

    a finance lease:

    i. The ownership of the leased asset is transferred to the lessee when the term of lease

    expires;

    ii. The lessee has the option to buy the leased asset at a price which is expected to

    be much lowers the fair value of the leased asset at the date when the option

    becomes exercisable.

    iii. The lease term covers the major part of the use life of the leased asset (above

    75%)

    iv. at the inception of the lease the present value of the minimum lease payments

    amounts to at least substantially all of the fair value of the leased asset( above

    90%); and

    v. The leased assets are of such a specialized nature that only the lessee can use

    them without major modification.

    (b) At the commencement of the lease term, lessees shall recognize finance leases as

    assets in their balance sheets at amounts equal to the fair value of the leased property or, if

    lower, the present value of the minimum lease payments, each determined at the inception

    of the lease. The provision of depreciation is the same as fixed assets.

    (4). idle fixed assets

    Due to natural disasters, the fixed asset has been stop in use for six months can be

    recognized as idle fixed assets (except seasonal discontinuation).

    Idle fixed assets and consistent with other fixed assets depreciated in the same method.

    13. Construction-in-progress

    Construction-in-progress represents buildings and plant under construction and machinery

    and equipment under installation and testing, and is stated at cost. This includes cost of

    construction, plant and equipment and other direct costs plus borrowing costs which include

    interest charges and exchange differences arising from foreign currency borrowings used to

    finance these projects during the construction period, to the extent these are regarded as an

    adjustment to interest costs.

    Construction in progress is transferred to fixed assets when the project is substantially

    ready for its intended use.25

    For any evidence of impairment of the construction in progress at balance sheet date, the

    provision of impairment loss is made as the method used in fixed asset.

    14. Intangible assets

    (1) Recognition and initial measurement of intangible assets

    The Company's intangible assets include: land use rights, proprietary technology, and

    non-patent technology etc...

    The initial measurement of intangible assets is based on cost.

    (2) Subsequent measurement

    Amortization of intangible assets: The depreciable amount of intangible assets with finite

    useful lives shall be allocated on a systematic basis over its useful life and it is recorded

    into current period profit and loss. Unable to reasonably determine the expected way of

    realization, then using straight-line amortization method.

    The company shall, at least at the end of each year, review the amortization period and the

    amortization method of the intangible assets with finite useful lives and adjust them when

    necessary.

    Unforeseen economic benefits live of intangible assets as intangible assets with infinite useful

    lives. Intangible assets with indefinite useful lives shall not be amortized, but required an

    annual impairment review and review of useful lives.

    For any evidence of impairment of the intangible asset at balance sheet date, the provision

    of impairment loss is made as the method used in fixed asset.

    (3) The estimation of useful life

    For intangible assets with finite useful lives, the Company shall consider the following

    factors normally when estimating its useful life:

    i. the life cycle of the product produced by the assets, getting the information of

    similar assets’ life;

    ii. estimation of technique, techniques and other aspects in the current and future

    trends;

    iii. the demand of the market of product produced by the assets or services provided by

    the assets;

    iv. expected action taken by current or potential competitors;

    v. expected maintenance costs for maintaining the economic benefits of the assets, and

    the company’s expected payment ability to the costs;

    vi. the relevant legal provisions or similar restrictions to the assets’ controlling term,26

    such as privileged using period and rental period;

    vii. The relationship with the useful life of the company’s other assets.

    (4)Research and development phase

    Research and development expenses arising from internal project shall be recorded into

    current period profit and loss account.

    An intangible asset arising from development phase of an internal project shall be recognized

    if, and only if, an entity can demonstrate all of the following:

    (a) The technical feasibility of completing the intangible asset so that it will be

    available for use or sale.

    (b) Its intention to completing the intangible asset and use or sell it.

    (c) How the intangible asset will generate probable economic benefits. Among other

    things, the entity can demonstrate the existence of a market for the output of the

    intangible asset or the intangible asset itself or, if it is to be used internally, the

    usefulness of the intangible asset.

    (d) The availability of adequate technical, financial and other resources to complete

    the development and to use or sell the intangible asset.

    (e) Its ability to measure reliably the expenditure attributable to the intangible asset

    during its development.

    15. Impairment of long-term assets

    (1) At the end of period, the Company should check carrying amounts of long-term equity

    investment, fixed assets, and construction in progress, intangible assets and goodwill, if there

    is objective evidence that the asset is impaired, recoverable amount shall be estimated for the

    individual asset. If it is not possible to estimate the recoverable amount of the individual asset,

    the Company shall determine the recoverable amount of the asset group to which the asset

    belongs.

    (2) The recoverable amount should base on the higher value between fair value less

    disposal expense and present value of estimated cash flow in the future.

    (3) The Company determines asset group based on whether cash flow generating from the

    asset group is independent with other assets or asset group.

    (4) An impairment loss shall be recognized for a cash-generating unit (the smallest group of

    cash-generating units to which goodwill or a corporate assert has been allocated) if, and only

    if, the recoverable amount of the unit is les than the carrying amount of the unit (group of

    units) the impairment loss shall be allocated to reduce the carrying amount of the assets of the

    unit (group of units) in the following order:

    (a) first, to reduce the carrying amount of any goodwill allocated to the cash-generating

    unit(group of units); and27

    (b) Then, to the other assets of the unit (group of units) pro rata on the basis of the carrying

    amount of each asset in the unit (group of units).

    These reductions in carrying amounts shall be treated as impairment losses on individual

    assets.

    If the impairment loss is recognized, it can not be recovered in the next accounting period.

    16. Long-term equity investment

    (1) The recognition of initial cost of Long-term equity investment

    a) For long-term equity investment obtained through business combinations, the cost is

    recognized according to the terms of business combinations.

    b) The initial investment cost of a long-term equity investment acquired otherwise than

    through a business combination shall be determined as follows: for a long-term

    equity investment acquired by cash, the initial investment cost shall be the actual

    purchase price has been paid; for a long-term equity investment acquired by the

    issue of equity securities, the initial investment cost shall be the fair value of the

    securities issued; for a long-term equity investment contributed by an investor, the

    initial investment cost shall be the value stipulated in the investment contract or

    agreement. For a long-term equity investment acquired though exchanging from

    non-monetary transaction, debt restructuring are recognized according to

    ‘Enterprises Accounting Standard No.7—Non-monetary exchange of fixed assets’

    and’ Enterprises Accounting Standard No.12—debt restructuring’.

    (2) Subsequent measurement

    a) The Company uses cost method for the following conditions: a long-term equity

    investment where the investing enterprise can exercise control over the investee, or

    the investing enterprise does not have joint control or significant influence over the

    investee, the investment is not quoted in an active market and its fair value can’t be

    reliably measured.

    The Company uses cost method for the investment of subsidiaries, and adjusts it

    according equity method when preparing consolidated financial statements. When

    using cost method, cash dividends or profit distributions declared by the investee

    shall be recognized as investment income in the current period. However, investment

    income recognized by the investing enterprise shall be limited to the amount

    distributed to it out of accumulated net profits of the investee arising after the

    investment was made. Any cash dividends or distributions received in excess of this

    amount shall be treated as a recovery of initial investment cost.28

    b) When an investing enterprise can exercise joint control or significant influence over

    the investee, a long-term equity investment shall be accounted for using the equity

    method. When using equity method, after the investing enterprise has acquired a

    long-term equity investment, it shall recognized its share of net profits or losses

    made by the investee as investment income or losses, and adjust the carrying amount

    of the investment accordingly. The carrying amount of the investment shall be

    reduced by the portion of any profit distributions or cash dividends declared by the

    investee that is attributed to the investing enterprise.

    The net losses of the invested entity confirmed by the company, the book value of

    the long-term equity investment is extended to reduce to zero, except the

    company has the obligation to undertake extra losses. Any change to the owner's

    equity other than net profit or loss from invested entity, adjust the book value of

    the long-term equity investment and included in the owner's equity, and transfer

    to the profits and losses in the current period to the corresponding proportion

    when dispose long-term equity investment..

    When dispose of the long-term equity investment, the difference between the

    book value and the proceeding from disposal is included in the current profits and

    losses.

    (3) Judgment of common control and significant influence

    It can be recognized as common control in accordance with the contract and the consent of

    other investors of invested entity who perform important role in financial and operational

    decisions.

    It can be recognized as significant influence when the company has the right to participate

    in financial and operational decision making. But not to control or together with others to

    control the decision.

    17. Business combination

    (1) Business combination involving enterprises under common control

    For this kind of business combination, the Company adopts equity method. Assets and

    liabilities that are obtained by the absorbing party in a business combination shall be

    measured at their carrying amounts, excluding the adjustment of using different accounting

    policies, and not be recognized as goodwill. The difference between the carrying amount of

    the net assets obtained and the carrying amount of the consideration paid for the combination

    shall be adjusted to capital reserve. If the capital reserve is not sufficient to absorb the

    difference, any excess shall be adjusted against retained earnings. The net profit made by the

    party being absorbed before the combination shall be presented in the consolidated income

    statement.

    (2) Business combination not involving enterprises under common control

    Where the cost of a business combination exceeds the acquirer’s interest in the fair value of

    the acquirer’s identifiable net assets, the difference shall be recognized as goodwill, goodwill

    shall be measured at cost less accumulated impairment losses. Where the cost of combination29

    is less than the acquiree’s interest in the fair value of the acquiree’s identifiable net assets,

    after reassessment, the difference shall be recognized in profit or loss for the current period.

    The operation results of the acquiree shall be consolidated since the Company obtains the

    controlling rights, until the controlling rights are transferred from the Company.

    18. Borrowing costs

    (1)Borrowing cost refers to the interest and other related cost since making borrowing, it

    includes: interests from loan, amortization of premium and discount, assistant expenses and

    exchange difference due to foreign currency loan.

    (2) Principle of capitalization and expenses of borrowing cost

    The borrowing costs that are directly attributable to the acquisition or production of a

    qualifying asset are eligible for capitalization. Other borrowing cost should be recognized

    as expenses when incurred through profit and loss account. Qualifying assets are assets

    (fixed assets, investment property, inventories, etc.) that necessarily take a substantial

    period of time for acquisition, construction or production to get ready for their intended use

    or sale.

    (a)The capitalization of borrowing costs as part of the cost of a qualifying asset shall

    commence when:

    ①expenditures for the assets are being incurred;

    ②borrowing costs are being incurred; And

    ③activities that are necessary to prepare the asset for its intended use or sale are in

    progress.

    (b) When the qualified asset under acquisition and construction or production is ready for

    the intended use or sale, the capitalization of the borrowing costs shall be ceased; then the

    borrowing costs incurred shall be recorded into the profits and losses of the current period.

    Where the acquisition and construction or production of a qualified asset is interrupted

    abnormally and the interruption period lasts for more than 3 months, the capitalization of

    the borrowing costs shall be suspended. The borrowing costs incurred during such period

    shall be recognized as expenses, and shall be recorded into the profits and losses of the

    current period.

    (c) Confirmation of the amount which has been capitalized

    During the capitalization period, the amount of interest to be capitalized for each accounting

    period shall be determined as follows:

    ① For a specific-purpose borrowing, the amount of interest to be capitalized shall be the

    actual interest expense incurred for the period less temporary deposits interest or

    investment income;

    ②Where funds are borrowed under general-purpose borrowings, the Company shall

    determine the amount of interest to be capitalized by applying a capitalization rate to

    the weighted average of the excess amounts of cumulative expenditures on the asset

    over and above the amounts of specific-purpose borrowings. The capitalization rate30

    shall be the weighted average of the interest rates applicable to the general-purpose

    borrowings.

    19. Contingent liability

    A provision shall be recognized when:

    (a) An entity has a present obligation as a result of a past event;

    (b) It is probable that an outflow of resources embodying economic benefits will be

    required to settle the obligation; and

    (c) A reliable estimate can be made of the amount of the obligation.

    20. Share-based payment

    (1)Share-based payment refers to an entity shall recognize the goods or services received or

    acquired in a share-based payment transaction when it obtains the goods or as the services

    are received. The entity shall recognize a corresponding increase in equity if the goods or

    services were received in an equity-settled share-based payment transaction or a liability if

    the goods or services were acquired in a cash-settled share-based payment transition.

    (2) For equity-settled share-based payment transaction, the entity shall measure the goods

    or services received, and the corresponding increase in equity, directly, at the fair value of

    the goods or services received, unless that fair value cannot be estimated reliably. If the

    entity cannot estimate reliably the fair value of the goods or serviced, the entity shall

    measure their value, and the corresponding increase in equity, indirectly, by reference to

    the fair value of the equity instruments granted.

    (3) For transactions measured by reference to the fair value of the fair value of the equity

    instruments granted, an entity shall measure the fair value of equity instruments granted at

    the measurement date, based on market prices if available, taking into account the terms

    and conditions upon which those equity instruments were granted.

    If the market prices are not available, the entity shall estimate the fair value of the equity

    instruments granted using a valuation technique to estimate what the price of those equity

    instruments would have been on the measurement date in an arm’s length transaction

    between knowledgeable, willing parties. The valuation technique shall be consistent with

    generally accepted valuation methodologies for pricing financial instruments, and shall

    incorporate all factors and assumptions that knowledgeable, willing market participants

    would consider in setting the price, such as discount cash flow and option pricing model.

    (4)For cash-settled share-based payment transactions, the entity shall measure the goods or

    services acquired and the liability incurred at the fair value of the liability.

    (5) According to the latest vesting worker to make a best estimate of vested equity

    instruments.

    21. Revenue recognition

    (1) Revenue from the sale of goods shall be recognized only when all of the following

    conditions are satisfied:31

    i. the enterprise has transferred to the buyer the significant risks and rewards of

    ownership of the goods;

    ii. the enterprise retains neither continuing managerial involvement to the degree

    usually associated with ownership nor effective control over the goods sold;

    iii. the amount of revenue can be measured reliably;

    iv. it is probable that the associated economic benefits will flow to the enterprise;

    v. The associated costs incurred or to be incurred can be measured reliably.

    (2) Rendering of services

    a). when the outcome of a transaction involving the rendering of services can be

    estimated reliably, revenue associated with the transaction shall be recognized by

    reference to the stage of completion of the transaction at the balance sheet date.

    b). at the balance sheet date when the outcome of the transaction cannot be estimated

    reliably. Nevertheless, it may be probable that the entity will recover thee transaction

    costs incurred. Therefore, revenue is recognized only to the extent of costs incurred

    that are expected to be recoverable. When the outcome of a transaction cannot be

    estimated reliably and it is not probable that the costs incurred will be recovered,

    revenue is not recognized and the costs incurred are recognized as an expense.

    (3) Use by others of enterprise assets

    A). it is probable that the associated economic benefits will flow to the enterprise;

    b). the amount of revenue can be measured reliably.

    Interest income is determined in accordance with time and actual interest rate of the

    company’s money used by others. The revenue from others use is determined according to

    relevant contract or agreement.

    22. Income taxes

    (1) The company adopts liability method to deal with income taxes.

    (2) Income taxes include income taxes for the current period and deferred income taxes.

    Current and deferred tax of an enterprise shall be recognized as income or an expense and

    included in profit or loss for the current period, except that: income tax arising from a

    business combination the Company shall adjust goodwill; income tax arising from a

    transaction or event which is recognized directly in owner’s equity shall be charged in

    owner’s equity.

    (3) A deferred tax asset shall be recognized for deductible temporary differences to the

    extent that it is probable that taxable profits will be available against which the deductible32

    temporary differences can be utilized, unless the deferred tax asset due to non-business

    combination transaction and the transaction affects neither accounting profit nor taxable

    profit.

    A deferred tax asset shall be recognized for deductible temporary differences to the extent

    that it is probable that taxable profits will be available against which the deductible

    temporary differences can be utilized.

    (4)The company has reviewed the carrying value of the deferred tax asset. The reversal of

    deductible temporary differences results in deductions in determining taxable profits of

    future periods. However, economic benefits in the form of reductions in tax payments will

    flow to the entity only if it earns sufficient taxable profits against which the deductions can

    be offset. When there is insufficient taxable profit, the carrying value of deferred tax asset

    should be decreased, and until it obtains sufficient taxable profit, it cannot recover the

    deducted amount.

    23. Government grants

    Government grants shall be recognized at fair value on the conditions that the Company can

    receive the grant and comply with the conditions attaching to the grant. For a government

    grant related to income, if the grant is a compensation for related expenses or losses to be

    incurred by the Company in subsequent period, the grant shall be recognized as deferred

    income, and recognized in profit or loss over the periods in which the related costs are

    recognized. A government grant related to an asset shall be recognized as deferred income,

    and evenly amortized to profit or loss over the useful life of the related asset.

    24. Consolidated financial statement

    Consolidated scope: all controlled subsidiaries

    The consolidated financial statement is prepared by parent company, based on the financial

    statement of parent and subsidiaries and after adjusting long-term investment in subsidiary

    through equity method, in accordance with Enterprises Accounting Standards No.33-

    Consolidated financial statement.

    25. Accounting policies, accounting estimates and error correction of previous years

    None

    III.The main tax items

    1. VAT

    Except for that documented in the following paragraph, the Group’s sale of merchandise

    and products is subject to VAT, which is charged on the selling price at a rate of 17%

    (normal products) or 13% (agricultural products). An input credit is available whereby

    input VAT previously paid on purchases of seafood merchandise and raw materials can be

    used to offset the output VAT on sales to determine the net VAT payable.

    Pursuant to a government notice issued by the Ministry of Finance, the State Commission

    of Customs Duty and the State Administration of Taxation on 10 March 1997, the import of

    self-caught seafood is exempted from import VAT, and the VAT treatment on the sale of

    self-caught seafood is same as that for self-produced agricultural product that is exempted33

    from output VAT. Therefore, the Group’s revenue generated from trading of self-caught

    seafood was exempted from VAT.

    2. Enterprise income tax (“EIT”)

    According to PRC enterprise income tax tentative regulations, the Enterprise income tax

    rate of the Company is 25%.

    According to a government notice issued by the Ministry of Finance and the State

    Administration of Taxation on 20 October 1997, the enterprises which owned a certificate

    “Department of Agriculture Deep fishing Enterprises Recognition Certificate” is exempted

    from EIT. Therefore, the Group’s revenue generated from trading of self-caught seafood,

    marine catching and letting of trawlers and refrigerated vessel were exempted from EIT.

    3. Business tax and Surtaxes

    The Group is subject to the following surtaxes in the PRC:

    The Group is subject to PRC business tax at a rate of 5% of rental income received from

    provision of cold storage and 3% from letting of refrigerated vessels within the PRC,

    respectively.

    City construction tax, a tax levied at 7% of net VAT and business tax payable; and

    Education surcharges, a tax levied at 4% of net VAT and business tax payable.

    IV. Business combination and consolidated financial statements

    1. Basic information of subsidiaries which are in the range of combination

    Names of

    companies

    Registered

    place

    Corporate

    code

    Nature of

    business

    Registered

    capital

    (RMB)

    Operation

    range

    Actual

    investment

    amount

    Net

    investment

    balance

    Holding

    proportion

    Voting

    right

    proportion

    Subsidiaries gained

    from business

    combination under

    the same control

    Shandong Zhonglu

    Oceanic Fisheries

    Transportation Co.,

    Ltd.

    Shandong

    Qingdao

    16307123-3

    Refrigerated

    transport

    22,505,600

    Letting of

    refrigerated

    vessels and

    international

    vessel

    transportation

    22,505,600 22,505,600 100% 100%

    Habitat

    International

    Corporation

    Panama

    Refrigerated

    transport

    12,476,146

    Self-operation

    on the

    business of

    refrigerated

    transportation

    12,476,146 12,476,146 100% 100%

    Shandong Zhonglu

    Oceanic (Yantai)

    Food Co., Ltd.

    Yantai,

    Shandong

    72927738-9

    Food

    processing

    75,593,300

    Refrigeration.

    cold storage

    and

    processing

    and sales of

    aquatic

    products,

    domestic

    75,593,300 75,593,300 100% 100%34

    animals and

    fruits and

    vegetables

    Subsidiaries gained

    from business

    combination not

    under the same

    control

    Companies gained

    in other way

    YAW ADDO

    FISHERIES

    COMPANY

    LIMITED

    Ghana

    Marine

    fishing

    4,387.09

    Marine

    fishing

    100%

    Note: YAW ADDO FISHERIES COMPANY LIMITED was founded in May 2007,

    registered in the Republic of Ghana, with registered capital of USD 645.16.

    In April 2008, the Company sold the ship “Zhong Lu Yu 1003/1004” to YAW ADDO

    FISHERIES COMPANY LIMITED in Ghana, then the Company adopted the way of

    leasing back YAW ADDO FISHERIES COMPANY LIMITED and obtained the legal

    fishing permission in Ghana sea area. YAW ADDO FISHERIES COMPANY LIMITED

    obtained fishing permission.

    The time limit of the leasing is 20 years, from Apr. 1, 2008 to Mar. 31, 2027. During the

    period of leasing business, the Company independently operates and assumes sole

    responsibility for its profit and losses, which would bring into the consolidated financial

    statement of the Company.

    2. Rights and interests of minority shareholders

    Financial condition

    Minority shareholder

    assume

    Name of shareholder

    Net asset Net profit

    Right

    and

    interest

    Profit

    and loss

    Assumed

    excess loss of

    minority

    shareholder

    YAW ANIM-ADDO -6,267,681.32 -1,698,907.22

    3. Translating the exchange rate of financial statement of foreign subsidiaries

    (1) Translating of foreign financial statement

    a. Monetary assets and liabilities denominated in foreign currencies at the balance sheet

    date are restated into the reporting currency using the spot exchange rates at that date.

    Among the equity items, all items are translated into reporting currency at spot exchange

    rates on the occurrence date except the item of undistributed profits.

    b. Income Statement items are translated into reporting currency at spot exchange rate on

    the occurrence date.

    c. The exchange difference from translation of financial statements denominated in foreign

    currency is included in the equity and presented individually.

    (2) Exchange rate35

    a. Monetary assets and liabilities denominated in foreign currencies at the balance sheet

    date are restated into the reporting currency using the spot exchange rates at that date.

    (1:6.8319)

    b. Income Statement items are translated into reporting currency at spot exchange rate on

    the occurrence date.

    V. Main items of consolidated financial statements

    1. Monetary funds

    Amount in period-end Amount in period-begin

    Item Amount of the

    original currency

    Exchange rate

    convert

    Equal amount of

    RMB

    Amount of the

    original currency

    Exchange

    rate

    convert

    Equal amount of

    RMB

    Cash 316,698.66 473,823.52

    RMB 219,360.45 1.00 219,360.45 73,483.93 1 73,483.93

    USD 11,284.20 6.8319 77,092.53 58,575.42 6.8346 400,339.57

    JPY

    -

    0.071117

    - 0.27 0.07565 0.02

    EUR 2,100.00 9.6408 20,245.68

    Bank deposit 28,554,177.65 34,859,540.23

    RMB 20,645,796.68 1.00 20,645,796.68 18,248,808.99 1 18,248,808.99

    USD 848,065.57 6.8319 5,793,882.89 2,256,980.14 6.8346 15,425,556.46

    JPY

    29,732,667.00

    0.071117

    2,114,498.08 15,666,553.60 0.07565 1,185,174.78

    Other monetary

    funds

    14,617,038.68 39,119,040.73

    RMB 13,929,936.53 1.00 13,929,936.53 37,839,534.09 1 37,839,534.10

    USD 64,139.03 6.8319 438,191.44 58,813.34 6.8346 401,965.65

    JPY

    3,500,017.00

    0.071117

    248,910.71 11,600,013.00 0.07565 877,540.98

    Total 43,487,914.99 74,452,404.48

    Note: 1. In bank deposit, the balance of foreign currency off-shore bank deposit in China

    Merchant Bank was USD 546,658.66, which was equal to RMB 3,734,717.30.

    2. Balance in the period-end of other monetary funds was RMB 14,617,038.68, including:

    guarantee fund of RMB 607,322.92 in Business Hail of Jiefang Road, Qilu Securities Co.,

    Ltd.; pledged guarantee fund of RMB 12,000,000.00 over 3 months.

    3. Balance in the period-end of monetary fund decreased 41.59% compared with that in the

    period-begin, which was mainly due to repayment of bank loan of subsidiaries – Yantai Food

    and HIC Company.

    2. Accounts receivable

    Amount in period-end Amount in period-begin

    Item Amount

    Proportion

    (%) Bad debts reserve Amount

    Proportion

    (%)

    Bad debts

    reserve

    Single

    significant

    amount

    19,084,057.58 86.15 4,399,432.56 13,934,428.78 63 4,117,635.4536

    Single amount

    which is not

    significant but

    has great risk of

    credit portfolio

    2,412,888.82 10.89 2,412,888.82 2,412,888.82 10.91 2,412,888.82

    Other amount

    not significant

    654,797.90 2.96 8,424.23 5,769,973.61 26.09 288,121.92

    Total 22,151,744.30 100.00 6,820,745.61 22,117,291.21 100 6,818,646.19

    Note: (1) Single significant amount is the amount that the balance in the period-end is over 1

    million; Single amount which is not significant but has great risk of credit portfolio is the

    amount with the age of over 3 years. Single significant accounts receivable was listed as

    follows:

    Name of unit Age Amount

    Provision

    proportion (%)

    Reasons for

    provision

    Fong Wuey Fishery Co., Ltd.

    Within 6

    months

    8,678,836.46 5.00 Age analysis

    SANXINGYANG

    Within 6

    months

    1,892,110.75 5.00 Age analysis

    Singapore Zhaoqun

    Within 6

    months

    1,810,983.75 5.00 Age analysis

    Japan New Delta

    Within 6

    months

    1,670,972.58 5.00 Age analysis

    Asahi Fishery

    Within 6

    months

    1,406,955.32 5.00 Age analysis

    PANDA Over 3 years 3,600,962.12 100.00 Age analysis

    Total 19,060,820.98

    (2) In Single significant amount, there was no amount which was bad debts reserve withdrew

    by specific identification.

    (3) The balance did not contain any debt owned by major shareholders who own more than

    5% of the Company’s share capital.

    (4) Age analysis of accounts receivable:

    Amount in period-end Amount in period-begin

    Age Amount

    Proportion

    (%)

    Provision

    proportion

    (%)

    Bad debts

    reserve Amount

    Proportion

    (%)

    Provision

    proportion

    (%)

    Bad debts

    reserve

    Within 6

    months

    16,137,893.36 72.85 5 806,894.67 16,103,440.27 72.81 5 804,795.25

    6 months – 1

    year

    10 10

    I - 2 years 30 30

    2 -3 years 50 50

    Over 3 years 6,013,850.94 27.15 100 6,013,850.94 6,013,850.94 27.19 100 6,013,850.94

    Total 22,151,744.30 100 6,820,745.61 22,117,291.21 100 6,818,646.1937

    (5) Particulars about the top 5 debts were as follows:

    Item Amount in period-end Amount in period-begin

    Within 6 months 14,052,903.54 10,333,466.66

    6 months – 1 year

    I - 2 years

    2 -3 years

    Over 3 years 3,600,962.12 3,600,962.12

    Total amount of the top 5 17,653,865.66 13,934,428.78

    Proportion in total accounts

    receivable 80% 63%

    (III) Accounts paid in advance

    Amount in period-end Amount in period-begin

    Age Amount Proportion (%) Amount Proportion (%)

    Within 1 year 4,073,031.18 99.41 6,868,073.62 100

    I - 2 years 24,035.89 0.59

    2 -3 years 0.00

    Over 3 years 0.00

    Total 4,097,067.07 100.00 6,868,073.62 100

    Note: 1. The balance did not contain any debt owned by major shareholders who own more

    than 5% of the Company’s share capital.

    2. The balance in period-end in accounts paid in advance decreased 40.35% compared with

    that of last year, which was mainly because that Haiwei Company paid fishing fee in advance

    which was transferred as cost.

    4. Other accounts receivable

    Amount in period-end Amount in period-begin

    Item Amount

    Proportion

    (%)

    Bad debts

    reserve Amount

    Proportion

    (%)

    Bad debts

    reserve

    Single significant

    amount

    5,859,758.40 40.21 4,443,182.51 5,514,073.92 41.49 4,887,036.96

    Single amount

    which is not

    significant but

    has great risk of

    credit portfolio

    4,215,337.53 28.92 4,215,337.53 4,221,631.53 31.77 4,221,631.53

    Other amount not

    significant

    4,498,061.02 30.87 301,134.78 3,553,434.41 26.74 293,864.11

    Total 14,573,156.95 100.00 8,959,654.82 13,289,139.86 100 9,402,532.60

    Note: (1) Single significant amount is the amount that the balance in the period-end is over 1

    million; Single amount which is not significant but has great risk of credit portfolio is the

    amount with the age of over 3 years. Single significant accounts receivable was listed as

    follows:

    Name of unit Age Amount Provision Reason for38

    proportion (%) provision

    Zhongchanjing Investment

    Co., Ltd.

    Over 3 years 4,260,000.00 100.00 Age analysis

    Qingdao Branch, PICCP&C Within 6 months 1,599,758.40 5.00 Age analysis

    Total 5,859,758.40

    (2) In Single significant amount, there was no amount which was bad debts reserve withdrew

    by specific identification.

    (3) The balance did not contain any debt owned by major shareholders who own more than

    5% of the Company’s share capital.

    (4) Age analysis of accounts receivable:

    Amount in period-end Amount in period-begin

    Age

    Amount

    Proportion

    (%)

    Provision

    proportion

    (%)

    Bad debts

    reserve

    Amount

    Proportion

    (%)

    Provision

    proportion

    (%)

    Bad debts

    reserve

    Within 6

    months

    4,710,560.99 32.32 5 235,528.05 2,802,586.19 21.09 5 155,290.85

    6 months –

    1 year

    939,893.93 6.45 10 93,989.39 401,397.72 3.02 10 3,907.41

    I - 2 years 360,147.00 2.47 30 108,044.10 322,727.00 2.43 30 121,304.10

    2 -3 years 80,923.50 0.56 50 40,461.75 1,280,797.42 9.64 50 640,398.71

    Over 3 years 8,481,631.53 58.20 100 8,481,631.53 8,481,631.53 63.82 100 8,481,631.53

    Total 14,573,156.95 100.00 8,959,654.82 13,289,139.86 100 9,402,532.60

    (5) Particulars about the top 5 debts were as follows:

    Item Amount in period-end Amount in period-begin

    Within 6 months 2,106,737.55 873,809.00

    6 months – 1 year 873,809.00

    I - 2 years

    2 -3 years 1,254,073.92

    Over 3 years 4,260,000.00 498,079.77

    Total amount of the top 5 7,240,546.55 2,625,962.69

    Proportion in total accounts

    receivable 49.68% 19.76%

    (6) The net amount of other accounts receivable in the period-end decreased 44.43%

    compared with that of last year, which was mainly because that the subsidiary – HIC

    increased indemnity receivable from insurance company.

    5. Inventory

    (1) Classification:

    Item Amount in period-end Amount in period-begin

    Raw materials 33,499,905.46 47,071,141.36

    Low-value consumption goods 1,289,408.08 1,347,902.07

    Inventories 55,261,106.87 48,237,481.6339

    Total 90,050,420.41 96,656,525.06

    (2) Particulars about impairment of inventories

    Decrease in the period

    Item

    Amount in

    period-begin

    Increase in

    the period Switch-back

    Switch-back

    proportion

    (%)

    Write-off

    Amount in

    period-end

    Raw materials 650,620.41 650,620.41

    Low-value

    consumption goods 0

    Inventories 0

    Total 650,620.41 0.00 0.00 0.00 0.00 650,620.41

    6. Long-term equity investment

    Balance in year-begin Balance in period-end

    Item

    Book balance

    Provision for

    impairment

    Increase in

    the period

    Decrease in

    the period Book balance

    Provision for

    impairment

    Investment of Joint

    venture

    Investment of

    associated enterprise

    Investment of other

    equity

    33,000,000.00 33,000,000.00 33,000,000.00 33,000,000.00

    Total 33,000,000.00 33,000,000.00 33,000,000.00 33,000,000.00

    (1) Details of long-term equity investment:

    Invested units

    Holding

    Proportion (%)

    The original

    amount

    Balance in

    year-begin

    Increase in

    the period

    Decrease in

    the period

    Balance in

    period-end

    Dividends

    I. Calculated by cost

    Southern Securities Co.,

    Ltd.

    0.87% 33,000,000.00 33,000,000.00 33,000,000.00

    II. Calculated by Equity

    -

    Total 33,000,000.00 33,000,000.00 33,000,000.00

    (2) Impairment of long-term equity investment:

    Invested units Balance in Increase in the period Decrease in the period Balance in40

    year-begin Provision in

    the period

    Other

    increase

    Write-off in

    the period

    Other

    decrease

    period-end

    Southern Securities Co.,

    Ltd.

    33,000,000.00 33,000,000.00

    Total 33,000,000.00 33,000,000.00

    Note: In view of Southern China Securities Co., Ltd had been abolished the securities

    business license and ordered to be closed by China Securities Regulatory Commission on Apr.

    29, 2005. On Aug. 16, 2006, Shenzhen Intermediate People Court declared bankruptcy of

    Southern China Securities Co., Ltd. So the Company had withdrawn full impairment for the

    long-term investment of Southern China Securities Co., Ltd.

    7. Investment real estate (cost mode)

    Item Amount in period-begin

    Increase in the

    period

    Decrease in the

    period

    Amount in

    period-end

    I. Total at the original price 47,118,859.45 47,118,859.45

    Buildings 47,118,859.45 47,118,859.45

    Land use right

    II.Total accumulated depreciation

    and amortization 4,047,910.67 706,167.91 4,754,078.58

    Buildings 4,047,910.67 706,167.91 4,754,078.58

    Land use right

    III. Total accumulated mount of

    provision for impairment of

    investment real estate 886,512.06 886,512.06

    Buildings 886,512.06 886,512.06

    Land use right

    IV. Total book value of investment

    real estate 42,184,436.72 41,478,268.81

    Buildings 42,184,436.72 41,478,268.81

    Land use right

    Note: particulars about investment real estate in the period were as follows:

    (1) The factory located at No.3, South Heze Road, Qingdao City, Shandong Province, was

    leased to Qingdao Maritime Vocational School, with the time limit from Oct., 2008 to Sep.,

    2010.

    (2) Would lease parts of office building located at No. 43, Heping Road, Jinan City,

    Shandong Province.

    8. Fixed assets

    Item Amount in

    period-begin

    Increase in the

    period

    Decrease in

    the period Amount in period-end

    I. Total at the original price 378,232,668.51 1,320,193.41 5,429.24 379,547,432.68

    Buildings 63,638,771.10 63,638,771.10

    Vessels 280,649,862.16 715,002.95 281,364,865.11

    Machinery and 22,874,976.08 521,567.91 23,396,543.9941

    fishing equipment

    Transportation equipments 3,365,503.46 3,365,503.46

    Furniture and office equipment 7,703,555.71 83,622.55 5,429.24 7,781,749.02

    II. Total accumulated depreciation 122,867,621.86 10,036,796.25 5,429.24 132,898,988.87

    Buildings

    6,458,529.14 786,636.18

    7,245,165.32

    Vessels 104,781,277.19 7,938,011.31 112,719,288.50

    Machinery and

    fishing equipment 5,396,793.44 837,890.54 6,234,683.98

    Transportation equipments 1,729,530.25 95,377.45 1,824,907.70

    Furniture and office equipment 4,501,491.84 378,880.77 5,429.24 4,874,943.37

    III. Total accumulated amount of provision for

    impairment of fixed assets 7,571,580.00 - 7,571,580.00

    Buildings

    Vessels 7,571,580.00 7,571,580.00

    Machinery and

    fishing equipment

    Transportation equipments

    Furniture and office equipment

    IV. Total book value of fixed assets 247,793,466.65 - - 239,076,863.81

    Buildings 57,180,241.96 56,393,605.78

    Vessels 168,297,004.97 157,424,185.53

    Machinery and

    fishing equipment 17,478,182.64 21,113,028.82

    Transportation equipments 1,635,973.21 1,221,464.31

    Furniture and office equipment 3,202,063.87 2,924,579.37

    Note: (1) The fix assets in the period increased RMB 1,320,193.41, including: import custom

    of RMB 609,124 of the subsidiary of Haiyan – Taihong 1 and Taihong 2, the subsidiary –

    Yantai Food increased single-freezing machine of RMB 395,760.67, and FR ship of HIC

    increased S-VCR equipment of RMB 105,878.95.

    (2) The accumulated depreciation in the period increased as provision depreciation.

    (3) Mortgage of fixed assets

    Till Jun.30, 2009, the Company mortgaged production ship Taifu 101 with the original book

    value of RMB 46,976,452.50, Taihong 1 with the original book value of RMB 13,579,445.64,

    Taihong 2 with the original book value of RMB 11,335,381.12, Taining with the original

    book value of RMB 32,587,971.41 and Taixing with the original book value of RMB

    24,671,280.85 to get comprehensive credit authorization of RMB 40 million, and has

    received short-term loan of RMB 16 million.

    The Company mortgaged production building with the original value of RMB 7,186,500.00

    and land use right of RMB 9,929,529.00 to get comprehensive credit authorization of 23

    million, the short-term loan at period-begin of RMB 19.5 million has been returned, and the

    mortgage of machine equipment with the original book value of RMB 19,867,441.92 has

    been released; the short-term loan of RMB 20 million with the ship Taifu 102 which has the

    original book value of RMB 62,543,637.60 as mortgage has been returned, and the mortgage42

    release was in process.

    9. Intangible assets

    Item

    Amount in

    period-begin

    Increase in the

    period

    Decrease in the

    period

    Amount in pe

    riod-end

    I. Total at the original prices 10,127,557.00 1,600.00 10,129,157.00

    Land use right of Yantai Food 9,929,529.00 9,929,529.00

    Other 198,028.00 1,600.00 199,628.00

    II. Total accumulated amortization

    amount

    1,872,061.74 136,258.65 2,008,320.39

    Land use right of Yantai Food 1,796,003.81 119,763.52 1,915,767.33

    Other 76,057.93 16,495.13 92,553.06

    III. Total accumulated amount of

    provision for impairment of

    intangible assets

    Land use right of Yantai Food

    Other

    IV. Total book value of intangible

    assets

    8,255,495.26 8,120,836.61

    Land use right of Yantai Food 8,133,525.19 8,013,761.67

    Other 121,970.07 107,074.94

    Note: Till Jun. 30, 2009, the land use right was used for loan mortgage, and the loan was

    returned; the land use right and production house were together used for mortgage, and the

    Company gained comprehensive credit authorization of RMB 23 million.

    10. Provision for impairment of assets

    Decrement

    Items

    Amount in

    period-begin

    Increment

    Transfer back Write off

    Amount in

    period-end

    Bad debt provision 16,221,178.79 263,850.43 704,628.79 15,780,400.43

    Provision for depreciation

    of inventory 650,620.41

    650,620.41

    Impairment of

    available-for-sale financial

    assets 0

    Impairment of

    held-to-maturity investment 0

    Impairment of long-term

    equity investment 33,000,000.00 33,000,000.00

    Impairment of investment

    property 886,512.06 886,512.06

    Provision for impairment of

    fixed assets 7,571,580.00 7,571,580.00

    Impairment of construction43

    in progress

    Impairment of intangible

    assets

    Impairment of goodwill

    Others

    Total 58,329,891.26 263,850.43 704,628.79 57,889,112.90

    11. Short-term loans

    Items

    Amount in

    period-end Amount in period-begin

    Character loan

    Mortgage loan 16,000,000.00 39,500,000.00

    Guaranteed loan

    Impawn loan 12,000,000.00 30,503,800.00

    Total 28,000,000.00 70,003,800.00

    Note: 1.Mortgage loans are due to that the Company uses the ships “Tai Fu 101”(book

    value is RMB 46.976.452.50 Yuan), “Tai Hong 1”(book value is RMB 13.579.445.64Yuan),

    “Tai Hong 2”(book value is RMB 11.335.381.12Yuan), “Tai Ning”(book value is RMB

    32.587.971.41Yuan), “Tai Xing”(book value is RMB 24.671.280.85Yuan), as mortgage and

    obtains short-term loans of RMB 16 million.

    Mortgage loans are due to that the Company uses the building (book value is RMB

    7,186,500.00 Yuan), machinery and equipment (book value is RMB 19,867,441.92 Yuan),

    and land use right (book value is RMB 9,929,529.00 Yuan) of Shandong Zhonglu Oceanic

    (Yantai) Food Co., Ltd. as mortgage and obtains loan RMB 19.5 million Yuan, and returned

    back in the report period; machinery and equipment (book value is RMB 19,867,441.92

    Yuan)has already released mortgage, the mortgage of the building and land use right has

    obtained 23 million from bank and uses the ship “Tai Fu 102” (book value is RMB

    62.543.637.60 Yuan) as mortgage and obtains loan RMB 20 million Yuan. At this period,

    the 20 million had been paid back and now releasing mortgage was undertaking.

    2. There was no overdue short-term loan at the end of period in the company.

    3. Short-term loan decreased 60% at this period-end compared to that of the same period of

    last year, which was mainly due to the loan returned by Yantai Grocey Co., Ltd. and HIC

    Company.

    12. Accounts payable

    Amount in period-end Amount in period-begin

    Items

    Balance Proportion

    (%)

    Balance

    Proportion

    (%)

    Within 1 year 40,599,381.65 90.60 56,786,249.10 91.32

    1-2 years 1,125,416.60 1.81

    2-3 years 6,480.88 0.01

    Over 3 years 4,214,491.61 9.40 4,264,511.84 6.8644

    Total 44,813,873.26 100 62,182,658.42 100

    Note: 1.The account balance did not contain debt that should be paid to any major

    shareholders who own more than 5% of the Company’s share capital.

    2. The ending balance of accounts payable decreased 27.93% in this period compared to that

    of the beginning of the period, which was mainly due to Yantai Grocey Co., Ltd. paid for the

    account of raw material payable.

    13. Accounts received in advance

    Amount in period-end Amount in period-begin

    Items Balance (%) Balance (%)

    Within 1 year 30,000.00 7.90 2,390,270.94 87.23

    Over 2 years 349,863.72 92.10 349,863.72 12.77

    Total 379,863.72 100.00 2,740,134.66 100

    Note: 1.The ending balance did not contain debt that should be paid to any major

    shareholders who own more than 5% of the Company’s share capital.

    2. Accounts received in advance decreased 86.14% at this period-end compared to that of the

    period-end of last year, which was mainly due to that Yantai Grocey Co., Ltd. considereded

    accounts of customers received in advance as operating income.

    14. Wage payable

    Items

    Amount in

    period-begin

    Increment Payment

    Amount in

    period-end

    Salary, bonus, allowance 5,867,478.44 14,521,013.52 13,196,575.15 7,191,916.81

    Employee Welfare expenses 0.00 593,826.59 593,826.59 0.00

    Social insurance 217,457.18 2,117,634.84 2,200,899.22 134,192.80

    Housing accumulation fund 95,808.52 565,573.17 470,534.57 190,847.12

    Labor union outlay and

    employee education outlay

    812,270.00 135,033.77 111,253.34 836,050.43

    Non-monetary welfares 3,974.00 0.00 3,974.00 0.00

    Compensation for dismissal

    of relationship of labor force

    48,280.00 63,739.54 77,775.54 34,244.00

    Other 0.00 8,247.00 8,247.00 0.00

    Including:shares balanced by

    cash

    0.00 0.00 0.00 0.00

    Total 7,045,268.14 18,005,068.43 16,663,085.41 8,387,251.16

    Note: The balance of wages paid for employee payable is due to unpaid wages and bonuses

    for employee but withdrawn.

    15. Tax payable45

    Items Amount in period-end Amount in period-begin

    Income tax -44,775.41 -88,480.55

    Value-added tax -22,587.04 -1,794,571.25

    Business tax 72,033.52 121,786.36

    Urban maintenance and

    construction tax 3,799.33 4,695.09

    Educational surtax 1,703.28 2,682.91

    Water conservancy fund 779.60

    Other 555,456.85 575,446.62

    Total 566,410.13 -1,178,440.82

    Note: Tax payable increased 148.06% at this period-end compared to that of the period-end

    of last year, which was mainly due to that Value-added tax and output tax increased for goods

    sale in Yantai Grocey Co., Ltd. in this period.

    16. Others payable

    Amount in period-end Amount in period-begin

    Items Balance (%) Balance (%)

    Within 1 year 8,932,047.09 59.05 10,022,990.44 70.76

    1-2 years 390,810.38 2.58 1,962,744.75 13.86

    2-3 years 2,393,599.90 15.82 1,704,601.20 12.04

    Over 3 years 3,410,094.26 22.55 473,563.35 3.34

    Total 15,126,551.63 100.00 14,163,899.74 100

    Note: The ending balance did not contain debt that should be paid to any major shareholders

    who own more than 5% of the Company’s share capital.

    17. Share capital

    At the balance sheet date, the Company’s paid-up share capital amounted to RMB

    266,071,320.00 Yuan with a par value of RMB 1.00 Yuan each. The category and

    structure of share capital are as follows:

    Balance in year-begin Increase/Decrease of this time (+, -) Balance in period-end

    Items

    Amount Proportion

    New

    shares

    issued

    Bonus

    shares

    Capitalization

    of public

    reserve

    Others Subtotal Amount Proportion

    I Restricted shares 128,071,320.00 48.13 128,071,320.00 48.13

    State-owned

    shares

    State-owned

    legal person’s

    shares

    127,811,320.00 48.03

    127,811,320.00 48.03

    Other domestic

    shares46

    Balance in year-begin Increase/Decrease of this time (+, -) Balance in period-end

    Items

    Amount Proportion

    New

    shares

    issued

    Bonus

    shares

    Capitalization

    of public

    reserve

    Others Subtotal Amount Proportion

    Including:

    Domestic

    non-state-owned

    legal person’s

    shares

    260,000.00 0.10

    260,000.00 0.10

    Domestic natural

    person’s shares

    Foreign shares

    Including:

    Foreign legal

    person’s shares

    Foreign natural

    person’s shares

    II

    Unrestricted

    shares

    138,000,000.00 51.87

    138,000,000.00 51.87

    RMB Ordinary

    shares

    Domestically

    listed foreign

    shares

    138,000,000.00 51.87

    138,000,000.00 51.87

    Overseas listed

    foreign shares

    Others

    III Total shares 266,071,320.00 100 266,071,320.00 100

    18. Capital reserves

    Items

    Balance of the

    beginning of the

    year

    Increment Decrement

    Balance of the

    end of the

    period

    Share premium 186,283,711.00 186,283,711.00

    -Founder shares 68,961,380.00 68,961,380.00

    -B shares 117,322,331.00 117,322,331.00

    Others 94,961,504.96 94,961,504.96

    Total 281,245,215.96 281,245,215.96

    19. Surplus reserves47

    Items

    Balance of the

    beginning of the

    year

    Increment Decrement

    Balance of the

    end of the

    period

    Statutory surplus reserve 21,908,064.19 21,908,064.19

    Arbitrary surplus reserve

    Total 21,908,064.19 21,908,064.19

    20. Undistributed profits

    Items Amount

    Balance at the end of last year -230,420,103.14

    Add: adjustment of undistributed profit in year-begin

    Including: Retroactive adjustment occurred in enterprise merger

    under the common control

    Changes to accounting policy

    Balance at the end of last year

    Others

    Balance in this year-begin -230,420,103.14

    Increase in this year 9,878,539.22

    Including: net profit attributable to shareholders of the parent

    company in this year

    9,878,539.22

    Other increase

    Decreased in this year

    Including: Surplus public reserve withdrawal in this year

    Cash dividend distributed this year

    Share dividend distributed this year

    Other decrease

    Balance in this year-end -220,541,563.92

    Including: cash dividend approved by the Board

    21. Operating income and cost

    (1) Operating income

    Items

    Amount in this period

    Amount in the same period of

    last year

    Main operating income 111,925,608.47 110,503,270.67

    Other operating income 944,246.15 814,024.7848

    Total 112,869,854.62 111,317,295.45

    (2) Operating cost

    Items

    Amount in this period

    Amount in the same period of last

    year

    Main operating costs 95,595,525.01 97,263,042.56

    Other operating costs 715,170.00 714,049.88

    Total 96,310,695.01 97,977,092.44

    (3) Business segments

    Amount in this period Amount in the same period of last year

    Items

    Income Cost Profit Income Cost Profit

    Oceanic fishing 44,510,268.34 35,396,774.26 9,113,494.08 49,107,856.40 44,077,035.44 5,030,820.96

    Trading of seafood 1,632,061.07 1,559,085.98 72,975.09 897,123.90 921,772.43 -24,648.53

    Letting of

    refrigerated vessel

    and vessel

    management

    23,578,949.78 19,152,591.18 4,426,358.60 24,984,601.30 19,997,141.87 4,987,459.43

    Seafood processing,

    cold storage and

    others

    42,204,329.28 39,487,073.59 2,717,255.69 35,513,689.07 32,267,092.82 3,246,596.25

    Total 111,925,608.47 95,595,525.01 16,330,083.46 110,503,270.67 97,263,042.56 13,240,228.11

    (4) Geographical segments

    Amount in this period Amount in the same period of last year

    Items Income Cost Profit Income Cost Profit

    PRC 21,284,272.00 18,243,758.48 3,040,513.52 17,143,484.89 15,317,733.11 1,825,751.78

    Taiwan 48,682,867.34 39,164,931.73 9,517,935.61 75,672,694.35 64,015,971.40 11,656,722.95

    U.S.A 4,286,275.64 3,695,413.44 590,862.20

    Japan 29,015,269.17 26,524,530.94 2,490,738.23 8,164,728.21 8,470,056.39 -305,328.18

    spain 2,428,750.22 2,490,787.42 -62,037.21 0.00

    Singapore 1,448,760.49 795,083.86 653,676.63 319,353.75 100,106.70 219,247.05

    Germany 2,594,409.94 2,432,630.32 161,779.62 0.00

    Ghana 2,791,550.14 2,493,529.95 298,020.19 2,335,866.63 3,205,987.52 -870,120.8949

    Other 3,679,729.17 3,450,272.30 229,456.87 2,580,867.20 2,457,774.00 123,093.20

    Total 111,925,608.47 95,595,525.01 16,330,083.46 110,503,270.67 97,263,042.56 13,240,228.11

    (5) Sales of five largest customers

    Items

    Amount in this period

    Amount in the same period

    of last year

    Sales revenue of five largest customers 83,883,009.17 72,114,110.39

    Percentage of total revenue (%) 74.32% 65.26%

    22. Operating taxes and extras

    Items Calculation standards

    Amount in

    this period

    Amount in

    the same

    period of last

    year

    Business tax

    3%-5% of installation income and rental

    income

    427,070.95 483,277.89

    Urban maintenance

    and construction tax

    7% of actual value-added tax and business tax 21,838.63 23,802.63

    Educational surtax

    1%-3% of actual value-added tax and

    business tax

    9,698.16 10,268.32

    House property tax House area 81,300.00 74,910.00

    Other 23,505.01 13,898.76

    Total 563,412.75 606,157.60

    23. Financial expenses

    Items

    Amount in this period

    Amount in the same period of

    last year

    Interest expenses 1,561,906.84 2,105,810.21

    Less: Interest income 1,209,425.46 82,305.41

    Exchange losses 51,833.97 512,041.62

    Less: exchange gains 98,441.32 869,170.29

    Others 101,004.51 422,789.51

    Total 406,878.53 2,089,165.64

    Note: Financial expenses increased 80.52% at this period compared to that of the same

    period of last year, which was mainly due to that Interest exchange decreased by paying50

    back loan to bank, interest income of guaranteed bond increased, little change of exchange

    rate and exchange loss decreased

    24. Loss of devaluation of assets

    Items Amount in this period

    Amount in the same period of

    last year

    Bad debt provision -440,778.26 -315,166.73

    Inventories impairment loss -723,380.76

    Provision for impairment of

    fixed assets

    Total -440,778.26 -1,038,547.49

    Note: Provision for impairment of assets increased 57.56% at this period compared to that of

    the same period of last year, which was mainly due to inventories sale and inventories

    impairment at the beginning of the same period of last year

    25. Investment income

    Items

    Amount in this period

    Amount in the same period of

    last year

    Stock investment income 330,596.54

    Total 330,596.54

    Note: Investment income decreased 100% at this period compared to that of the same

    period of last year, which was mainly due to that investment income at the same period of

    last year was transferred and proceeded by subscribing new shares and no such business

    carried out at this period.

    26. Non-operating income and expenses

    Items Amount in this period

    Amount in the same period of

    last year

    Gains on disposal of

    non-current assets 203,475.01

    Income from exchange of

    non-monetary asset

    Government subsidy 4,672,395.76 18,070,000.00

    Income from debt restructuring

    Switching back of projected

    liabilities

    Other 35,328.53 50,745.00

    Total non-operating income 4,707,724.29 18,324,220.01

    Losses from the disposal of

    non-current assset51

    Income from exchange of

    non-monetary asset

    Debt losses

    Others 32,194.03 385,950.19

    Total non-operating expense 32,194.03 385,950.19

    Note: 1. Non-operating expenses decreased 74.31% at this period compared to that of the

    same period of last year, which was mainly due to that fuel subsidies from government

    decreased at this period compared to that of the same period of last year.

    2. Non-operating expenses decreased 91.66% at this period compared to that of the same

    period of last year, which was mainly due to donation and boating benefits for earthquake

    relief in the same period of last year

    3. Details of government subsidy are as follows:

    Items

    Amount in this

    period

    Amount in the

    same period of

    last year

    Fuel subsidies 2,872,395.76 17,390,000.00

    Finance discount 1,800,000.00 680,000.00

    Finance rebate

    Special funds for foreign economic cooperation

    Total 4,672,395.76 18,070,000.00

    27. Earnings per share

    Items Amount in the period Amount in the same

    period of last year

    Net profit attributable to common shareholders 9,878,539.22 15,996,897.71

    Outstanding ordinary shares at the beginning of

    the year

    266,071,320.00 266,071,320.00

    Newly issued ordinary shares

    Issue time

    Current repurchase of ordinary shares

    Repurchased date

    Weighted average of outstanding ordinary

    shares

    266,071,320.00 266,071,320.00

    Basic earnings per share 0.04 0.06

    Net profit attributable to common shareholders52

    after adjusted

    Weighted average of outstanding ordinary

    shares after diluted

    266,071,320.00 266,071,320.00

    Diluted earnings per share 0.04 0.06

    28. Information of cash flow statement

    (1) Larger amounts of cash flow statement

    Items Amount in the period Amount in the same period

    of last year

    Cash paid relating to other operating

    activities:

    7,993,574.01 15,009,791.11

    Pay for current accounts 4,017,190.27 8,964,513.85

    Transportation costs 154,559.48 162,518.78

    Traveling expenses 1,471,836.83 1,343,600.44

    Serving expenses 452,030.14 632,439.38

    Water , electricity and rental fee 314,266.49 243,572.93

    Official business expenses 547,446.34 844,651.63

    Port surcharge 443,852.61 345,506.55

    Tariff 366,221.80 303,529.56

    Customs inspection fee 74,817.05 104,032.34

    Road maintenance and operating

    fee

    76,282.16

    Interest expense 67,137.41

    Training fee 4,646.52

    Others 3,286.92

    Cash received relating to other

    operating activities:

    18,170,338.95 18,301,443.02

    Interest income 1,110,062.17 82,305.41

    Compensation from insurance

    company

    80,293.42

    Current fund 11,851,379.93

    Government subsidy relating with

    the Company’s business

    4,672,395.76 18,070,000.00

    (2) Supplementary information of cash flow statement

    Amount in the Amount in the53

    Items period same period of last

    year

    1.Reconciliation of net profit to cash flows from

    operating activities:

    Net profit 9,878,539.22 15,996,897.71

    Add: Provision for impairment of assets -440,778.26 -1,038,547.49

    Depreciation of fixed assets, oil assets and

    productive biological assets

    10,742,964.16 10,181,125.07

    Amortization of intangible assets 136,258.65 128,644.67

    Amortization of long-term prepayments

    Losses on disposal of fixed assets, intangible assets

    and other long-term assets (income is listed with “- ”)

    -203,475.01

    Losses on scrapping of fixed assets(income is listed

    with “- ”)

    Losses on fair value change(income is listed with

    “- ”)

    Financial expenses(income is listed with “- ”) 1,334,832.08 2,089,165.64

    Investment losses(income is listed with “- ”) -330,596.54

    Decrease in deferred income tax assets (increase is

    listed with “-”)

    Increase in deferred income tax liabilities (decrease

    is listed with “- ”)

    Decrease in inventories(increase is listed with “-”) 6,606,104.65 -16,836,217.64

    Decrease in operating receivables(increase is listed

    with “-”)

    1,002,399.39 -4,352,470.82

    Increase in operating payables(decrease is listed

    with “- ”)

    -5,031,600.19 -2,277,802.59

    Others

    Net cash flows from operating activities 24,228,719.70 3,356,723.00

    2.Significant investing and financing activities that do

    not involve cash receipts and payments

    Conversion of debt into capital

    Convertible bonds to be expired within one year

    Fixed assets under finance lease

    3.Net increase in cash and cash equivalents54

    Cash at the end of the year 31,487,914.99 52,650,338.06

    Less: Cash at the beginning of the period 64,452,404.48 48,341,638.29

    Add: Cash equivalents at the end of the period

    Less: Cash equivalents at the beginning of the period

    Net increase in cash and cash equivalents -32,964,489.49 4,308,699.77

    (3) Cash and cash equivalents

    Items Amount in the

    period

    Amount in the same

    period of last year

    1. Cash

    Including: Cash on hand 316,698.66 461,841.59

    Bank deposit paid at any time 28,554,177.65 34,420,214.44

    Other monetary funds paid at any time 2,617,038.68 17,768,282.03

    2. cash equivalents

    Including: Bonds investment expired within three

    months

    3. Cash and cash equivalents at the end of year 31,487,914.99 52,650,338.06

    Note: The margin deposits of the Company can’t be used for payment after 3 months of

    balance sheet date, so it is deducted from cash when preparing cash flow statement; it is

    RMB 12 million Yuan this year.

    VI. Main items of parent company’s financial statements (Unit: RMB Yuan)

    1. Accounts receivable

    Amount at period-end Amount at period-begin

    Proportion

    (%)

    Proportion

    (%)

    Categories

    Balance

    (%)

    Bad debt

    provision

    Balance

    (%)

    Bad debt

    provision

    Single accounts

    receivable with

    significant amount

    12,279,798.58 82.44 3,600,962.12 9,436,222.15 79.64 3,679,530.62

    Accounts receivable

    that individual

    amounts are not

    significant but

    portfolio risk is great

    according to the

    portfolio

    characteristics of

    credit risk

    2,412,888.82 16.20 2,412,888.82 2,412,888.82 20.36 2,412,888.82

    Other unimportant

    accounts receivable 201,924.61 1.36

    Total 14,894,612.01 100 6,013,850.94 11,849,110.97 100 6,092,419.4455

    Note: 1. “Single accounts receivable with significant amount” refers to the end balance of

    accounts receivable over RMB 1 million Yuan; “accounts receivable that individual amounts

    are not significant but portfolio risk is great according to the portfolio characteristics of credit

    risk” refers to the age of accounts receivable over 3 years. Details of “single accounts

    receivable with significant amount” are as follows:

    Name Ages Amount

    Proportion

    (%))

    Reason

    PANDA Over 3 years 3,600,962.12 100 According to

    ages analysis

    F.C.F. Fishery Co., Ltd. Within 6 months 8,678,836.46 5 According to

    ages analysis

    Total 12,279,798.58

    2. The bad debt provision of “single accounts receivable with significant amount” doesn’t

    adopt specific identification method.

    3. The ending balance did not contain any debt owned by major shareholders who own more

    than 5% of the Company’s share capital.

    4. Ages analysis

    Amount at period-end Amount at period-begin

    Ages

    Balance

    Proportion

    (%)

    (%)

    Bad

    debt

    provis

    ion

    Propo

    rtion

    (%)

    Bad debt

    provision Balance

    Proporti

    on(%)

    (%)

    Bad

    debt

    provisi

    on

    Propor

    tion

    (%)

    Bad debt

    provision

    Within 6 months 8,880,761.07 59.62 5,835,260.03 49.25 5 78,568.50

    6 months to 1 year 10

    1 to 2 years 30

    2 to 3 years 50

    Over 3 years 6,013,850.94 40.38 100 6,013,850.94 6,013,850.94 50.75 100 6,013,850.94

    Total 14,894,612.01 100 6,013,850.94 11,849,110.97 100 6,092,419.44

    2. Other receivables

    Amount at period-end Amount at period-begin

    Categories

    Balance

    Proportio

    n(%)

    (%)

    Bad debt

    provision Balance

    Proporti

    on(%)

    (%)

    Bad debt

    provision

    Single accounts

    receivable with

    significant amount

    56,471,294.53 90.09 4,260,000.00 33,516,321.35 84.07 4,260,000.00

    Accounts

    receivable that

    individual amounts

    are not significant

    but portfolio risk is

    great according to

    3,406,064.70 5.43 3,406,064.70 3,406,064.70 8.54 3,406,064.7056

    the portfolio

    characteristics of

    credit risk

    Other unimportant

    accounts

    receivable

    2,808,644.24 4.48 244,693.15 2,944,096.12 7.38 244,693.15

    Total 62,686,003.47 100.00 7,910,757.85 39,866,482.17 100.00 7,910,757.85

    Note: 1. “Single accounts receivable with significant amount” refers to the end balance of

    accounts receivable over RMB 1 million Yuan; “accounts receivable that individual amounts

    are not significant but portfolio risk is great according to the portfolio characteristics of credit

    risk” refers to the age of accounts receivable over 3 years. Details of “single accounts

    receivable with significant amount” are as follows:

    Name Ages Amount

    Proportion

    (%))

    Reason

    Zhong Chan Jing Investment Co., Ltd. Over 3 years 4,260,000.00 100.00

    According to

    ages analysis

    Shandong Zhonglu Oceanic Fisheries

    Transportation Co., Ltd.(“Zhonglu

    Transportation”)

    6 months to 1 year 6,098,060.00 Related party

    Shandong Zhonglu (Yantai) Food Co.,

    Ltd. (“Yantai Food”) 6 months to 1 year 25,000,120.00 Related party

    YAW ADDO FISHERIES

    COMPANY LIMITED

    1 to 2 years 3,434,626.84 Related party

    Habitat International Corporation 1 to 2 years 17,678,487.69 Related party

    Total 56,471,294.53

    2. The bad debt provision of “single accounts receivable with significant amount” doesn’t

    adopt specific identification method.

    3. The ending balance did not contain any debt owned by major shareholders who own more

    than 5% of the Company’s share capital.

    4. Ages analysis

    Amount at period-end Amount at period-begin

    Ages

    Balance

    Propo

    rtion

    (%)

    Bad

    debt

    provisi

    on

    Propor

    tion

    (%)

    Bad debt

    provision

    Balance

    Propor

    tion

    (%)

    Bad

    debt

    provisi

    on

    Propor

    tion

    (%)

    Bad debt

    provision

    Within 6

    months

    22,935,512.17 36.59 5 60,085.33 19,857,275.07 49.81 5 133,315.49

    6 months to 1

    year

    14,042,791.91 22.40 10 75,062.72 11,979,995.40 30.05 10 1,833.56

    1 to 2 years 18,038,634.69 28.78 30 108,045.10 360,147.00 0.90 30 108,044.10

    2 to 3 years 3,000.00 0.00 50 1,500.00 3,000.00 0.01 50 1,500.00

    Over 3 years 7,666,064.70 12.23 100 7,666,064.70 7,666,064.70 19.23 100 7,666,064.7057

    Total 62,686,003.47 100 7,910,757.85 39,866,482.17 100 7,910,757.85

    3. Long-term receivables

    Items Balance at the period-end Jan 1, 2009

    Financing lease

    Selling fixed assets and

    collecting money by stages

    7,981,593.67 7,501,383.23

    Including: account receivable for

    selling fixed assets

    20,503,800.00 20,503,800.00

    Unrecognized financing income -12,522,206.33 -13,002,416.77

    Rendering of service and

    collecting money by stages

    Total 7,981,593.67 7,501,383.23

    Note:In April 2008, the Company sold the ship “Zhong Lu Yu 1003/1004” to YAW ADDO

    FISHERIES COMPANY LIMITED in Ghana, then the Company adopted the way of leasing

    back YAW ADDO FISHERIES COMPANY LIMITED and obtained the legal fishing

    permission in Ghana sea area. YAW ADDO FISHERIES COMPANY LIMITED obtained

    fishing permission on March 2008.

    The original value of the ship is RMB 10,897,999.06 Yuan, accumulated depreciation is RMB

    355, 5331.52 Yuan, the net value is RMB 7,342,667.54 Yuan.

    The selling price of the ship is USD 3 million with collecting money among 20 years.

    Exchange rate is 1:7.0218 at the time of signing the contract; the conversion price is RMB

    21,065,400.00 Yuan (contract interest rate: 8%), unrecognized financing income is RMB

    13,722,732.46 Yuan.

    As of June 30, 2009, the balance of long-term account receivables is RMB 20,503,800.00

    Yuan; amortization of unrecognized financing income is RMB 480,210.44 Yuan in the

    report period, the balance of uncognized financing income is RMB 12,522,206.33 Yuan

    ended the report period.

    4. Long-term equity investments

    Items BAalmanocuen t in yearP-broevgiisni on Increment Decrement BBaallaannccee a t the pePriroodv-iesniodn

    Investment in

    joint venture

    company

    90,793,844.22 90,793,844.22

    Investment in

    affiliated

    companies

    Other equity

    investment 33,000,000.00 33,000,000.00 33,000,000.00 33,000,000.00

    Total 123,793,844.22 33,000,000.00 123,793,844.22 33,000,000.00

    (1) Details of long-term equity investments are as follows:58

    Name

    Proportio

    n held by

    the

    Company

    (%)

    Initial amount

    Amount in

    year-begin

    Increment

    Decremen

    t

    Balance at the

    period-end

    1.Measured with cost method:

    Southern Securities Co., Ltd. 0.87 33,000,000.00 33,000,000.00 33,000,000.00

    Habitat International 100 12,476,145.60 12,476,145.60 12,476,145.60

    Shandong Zhonglu Oceanic Fisheries

    Transportation Co., Ltd

    100 21,380,320.00 22,869,513.38 22,869,513.38

    Shandong Zhonglu Oceanic (Yantai)

    Food Co., Ltd. (“Yantai Food”)

    74.23 32,280,000.00 55,448,185.24 55,448,185.24

    2.Measured with equity method

    Total 99,136,465.60 123,793,844.22 123,793,844.22

    (2) Impairment of long-term equity investment

    Increment Decrement

    Name

    Amount in

    year-begin

    Withdrawal

    in the report

    period

    Other

    increase

    Transfer-out

    in the report

    period

    Other

    decrease

    Balance at the

    period-end

    Southern China Securities

    Co., Ltd

    33,000,000.00 33,000,000.00

    Total 33,000,000.00 33,000,000.00

    5. Operating income

    Items Amount in the period

    Amount in the same

    period of last year

    Main operating income 48,249,772.73 47,669,113.67

    Other operating income 794,043.01 728,504.33

    Total 49,043,815.74 48,397,618.00

    (1) Main operating income and cost(classified in according to industry and area)59

    Amount in Items the period Amount in the same period of last year

    Income Cost Gross profit Income Cost Gross profit

    Oceanic fishiing 46,617,711.66 37,734,492.01 8,883,219.65 46,771,989.77 40,871,047.92 5,900,941.85

    Aquatic trade 1,632,061.07 1,559,085.98 72,975.09 897,123.90 921,772.43 -24,648.53

    Total 48,249,772.73 39,293,577.99 8,956,194.74 47,669,113.67 41,792,820.35 5,876,293.32

    (2) Sales of five largest customers

    Items

    Amount in the period Amount in the same period of

    last year

    Sales revenue of five largest customers 46,635,204.63 38,844,730.29

    Percentage of total revenue (%) 95% 81%

    6. Operating cost

    Items Amount in the period

    Amount in the same period

    of last year

    Main operating costs 39,293,577.99 41,792,820.35

    Other operating costs 715,170.00 714,049.88

    Total operating cost 40,008,747.99 42,506,870.23

    7.Investment income

    Items Amount in the period

    Amount in the same period

    of last year

    Stock investment income 0.00 330,596.54

    Total 0.00 330,596.54

    VII. Related party relationship and transactions

    1. Related party cognizance

    According to "Enterprises Accounting Standards No.36 – related party disclosures", one

    party controls, jointly control the other party or brings significant influence to the other

    party, and two or more than two parties are controlled by one party, jointly controlled or

    significantly influenced, these are called related party.

    According to "listed companies’ information disclosure management method" (Document

    of No. 40 issued by China Securities Regulatory Commission), associated legal and natural

    persons under specific circumstances are identified as related parties.

    2. Related party relationship60

    (1) Parent company and ultimate controller

    Name

    Relationship

    with the

    Company

    Type

    Registered

    address

    Legal

    representative

    Organization

    code

    Business

    character

    Registered

    capital

    (RMB0’000)

    Holding

    the

    Company’s

    shares

    Proportion

    of the

    right to

    vote

    Shandong

    State-owned

    assets

    investment

    Co. Ltd

    Majority

    shareholder

    and ultimate

    controller

    Stateowned

    Shandong

    Ji’nan

    Liu

    Changsuo

    16307316-7

    managing

    capital,

    trusteeship

    operating,

    investment

    consultation

    160,000 33.07% 33.07%

    (2) Related parties with control relationship

    Name Type

    Registered

    address

    Legal

    representative

    Organization

    code

    Business

    character

    Registered

    capital

    (RMB0’000)

    Shares holding

    by the

    Company

    Voting shares

    holding by the

    Company

    Shandong Zhonglu

    Oceanic Fisheries

    Transportation Co.,

    Ltd.(“Zhonglu

    Transportation”)

    Limited

    liability

    company

    Shandong

    Qingdao

    Li Dexin 16307123-3

    Refrigerated

    vessels

    2,250.56 100% 100%

    Habitat

    International

    Corporation

    Limited

    liability

    company

    Panama Wang Aimin

    Refrigerated

    vessels

    1,247.6146 100% 100%

    Shandong Zhonglu

    Oceanic (Yantai)

    Food Co., Ltd.

    (“Yantai Food”)

    Limited

    liability

    company

    Shandong

    Yantai

    Wang Zhaoan 72927738-9

    Processing

    of seafood

    7,559.33 100% 100%

    YAW ADDO

    FISHERIES

    COMPANY

    LIMITED

    Limited

    liability

    company

    Ghana

    Oceanic

    fishing

    0.438709 100%

    (3) Related parties without control relationship61

    Name

    Relationship

    with the

    Company

    Type

    Registered

    address

    Legal

    representative

    Organization

    code

    Business

    character

    Registered

    capital

    (RMB0’000)

    Holding

    the

    Company’s

    shares

    Proportion

    of the

    right to

    vote

    Shandong

    Luxin

    Investment

    Holding

    Group

    Co., Ltd.

    Shareholder

    Stateowned

    Shandong

    Ji’nan

    Zhao Kui 73577367-X

    managing

    capital,

    trusteeship

    operating,

    investment

    consultation

    300,000 14.18% 14.18%

    3. Current related parties and transaction

    There were no current related parties and transaction which should be disclosed but was not

    disclosed.

    VIII. Contingencies

    As of June 30, 2009, the Company had following contingencies:

    Guaranteed party

    Balance

    RMB 0’000

    Terms of borrowing Guaranteed by

    Qingdao Double Wale Pharmaceutical

    Co., Ltd.

    5,000 Feb 2002 to Jul 2006 Shandong Zhonglu Oceanic Fisheries Co., Ltd.

    Note: The Guaranteed party is in consultation with bank for reimbursement, it is expected

    that the guarantee matter has no impact on the normal operation of the Company.

    IX. The events after the balance sheet date

    The Company did not have events after the balance sheet date which needs to be disclosed.

    X. Other important events

    The Company did not have other important event which needs to be disclosed.

    Shandong Zhonglu Oceanic Fisheries Co., Ltd

    Supplementary Information to the Financial Statements

    Expressed in Renminbi Yuan

    I. Calculation list of return on net assets and earning per shares

    Return on net assets and earnings per share calculated according to “Rule 9 on Information

    Disclosure by Companies Publicly Issuing Securities” issued by the China Securities

    Regulatory Commission.

    Return on net assets (%) Earnings per share(RMB Yuan)

    Profit in the report period Fully

    diluted

    Weighted

    average

    Fully

    diluted

    Weighted

    average

    Net profit attributable to common 2.83% 2.87% 0.04 0.0462

    shareholders

    Net profit excluding extraordinary items

    attributable to common shareholders 2.83% 2.87% 0.04 0.04

    II. Non-recurring profit and loss list in 2009

    1. In accordance with "public Offering of Securities Companies to Disclose Information

    Explanatory Notice No. 1 - Non-Recurring Gains And Losses”promulgated by CSRC, the

    occurring amount of the non-recurring gains and profit in the report period were as

    followings:

    Items Balance

    1. Profit and loss on non-current assets

    2.Alltyps of governmental subsidy

    3.Government subsidy recorded into the current gains and losses(closely

    relevant to enterprise business, except for the ones enjoyed in accordance with

    the general ration or quota of the state)

    4.Capital occupation received from non- financial enterprises and recorded into

    the current gains and losses

    5.The investment cost of subsidiaries, affiliated enterprise and combined

    enterprise obtained by the enterprise is less than the obtained investment, then

    gains resulting from recognizable fair value of net asset of investee units should

    be enjoyed

    6.Profit and loss on exchange of non-monetary assets

    7.Profit and loss on entrusted investment or manage asset

    8.Assets devalue provisions withdrawn for force majeure, such as natural

    disaster

    9.Gains and losses from debt restructuring

    10. Enterprise restructuring expense such as expense on allocation of employee

    and integrated expense

    11 Profit and loss exceeding fair value, resulting from unfair transactions

    12. Net profit and loss of the current period from the beginning of the

    subsidiary to combination date, resulting from enterprise combination under

    the common control

    13. Profit and loss on predicted liabilities unrelated to main business of the

    Company

    14. Held transaction financial asset, gains/losses of changes of fair values from

    transaction financial liabilities, and investment gains from disposal of

    transaction financial asset, transaction financial liabilities and financial asset

    available for sales, exclude the effective hedging business relevant with normal

    operations of the Company

    15. Reversal of provisions for asset impairment of account receivable which is63

    Items Balance

    made singly impairment test

    16. Gains/losses obtained from external entrusted loan

    17. Losses/gains from the change of fair values of investing property of

    subsequent measurement adopted by method of fair value

    18. Influences on current losses/gains for one adjustment of current losses/gains

    in accordance with the requirements of laws and regulations such taxation and

    accountings.

    19. Income of trustee fee from entrusted operation

    20. Net amount of other non-operating income and expense except the above

    items 3,134.54

    21. Other losses/gains items conforming the definitions of non-recurring

    gains/losses

    22.Influeced amount of minority shareholders’ equity

    23.Impact on income tax

    Total 3,134.54

    Consolidated Balance Sheet

    Prepared by Shandong Zhonglu Oceanic Fishery Company Limited Jun. 30, 2009 Unit: RMB

    Items Notes No. Amount at period-end Amount at year-begin

    Current assets:

    Monetary funds V. (1) 43,487,914.99 74,452,404.48

    Settlement provisions

    Capital lent

    Transaction finance asset64

    Notes receivable

    Accounts receivable V. (2) 15,330,998.69 15,298,645.02

    Accounts in advance V. (3) 4,097,067.07 6,868,073.62

    Insurance receivable

    Reinsurance receivables

    Contract reserve of reinsurance receivable

    Interest receivable 27,977.50

    Dividend receivable

    Other receivables V. (4) 5,613,502.13 3,886,607.26

    Purchase restituted finance asset

    Inventories V. (5) 89,399,800.00 96,005,904.65

    Non-current asset due within one year

    Other current assets

    Total current assets 157,929,282.88 196,539,612.53

    Non-current assets:

    Granted loans and advances

    Finance asset available sales

    Held-to-maturity securities

    Long-term account receivable

    Long-term equity investment V. (6)

    Investment property V. (7) 41,478,268.81 42,184,436.72

    Fixed assets: V. (8) 239,076,863.81 247,793,466.65

    Construction in progress

    Engineering material

    Disposal of fixed asset

    Productive biological asset

    Oil and gas asset

    Intangible assets V. (9) 8,120,836.61 8,255,495.26

    Expense on Research and Development

    Goodwill

    Long-term expenses to be apportioned

    Deferred income tax asset

    Other non-current asset

    Total non-current asset 288,675,969.23 298,233,398.63

    Total assets 446,605,252.11 494,773,011.1665

    Current liabilities:

    Short-term loans V. (11) 28,000,000.00 70,003,800.00

    Loan from central bank

    Absorbing deposit and interbank deposit

    Capital borrowed

    Transaction financial liabilities

    Notes payable

    Accounts payable V. (12) 44,813,873.26 62,182,658.42

    Accounts received in advance V. (13) 379,863.72 2,740,134.66

    Selling financial asset of repurchase

    Commission charge and commission payable

    Wage payable V. (14) 8,387,251.16 7,045,268.14

    Taxes payable V. (15) 566,410.13 -1,178,440.82

    Interest payable

    Dividend payable 459,329.80 459,329.80

    Other accounts payable V. (16) 15,126,551.63 14,163,899.74

    Reinsurance payables

    Insurance contract reserve

    Security trading of agency

    Security sales of agency

    Non-current liabilities due within 1 year

    Other current liabilities

    Total current liabilities 97,733,279.70 155,416,649.94

    Non-current liabilities:

    Long-term loans

    Bonds payable

    Long-term account payable

    Special accounts payable

    Projected liabilities

    Deferred income tax liabilities

    Other non-current liabilities

    Total non-current liabilities

    Total liabilities 97,733,279.70 155,416,649.94

    Shareholders’ equity:

    Share capital V. (17) 266,071,320.00 266,071,320.00

    Capital public reserve V. (18) 281,245,215.96 281,245,215.96

    Less: Inventory shares

    Surplus public reserve V. (19) 21,908,064.19 21,908,064.19

    Retained profit V. (20) -220,541,563.92 -230,420,103.14

    Balance difference of foreign currency translation 184,549.09 547,477.12

    Total owner’s equity attributable to parent company 348,867,585.32 339,351,974.13

    Minority interests 4,387.09 4,387.09

    Total shareholder’s equity 348,871,972.41 339,356,361.2266

    Total liabilities and shareholder’s equity 446,605,252.11 494,773,011.16

    Principal of the Company: Person in charge of accounting works:

    Person in charge of accounting institutes:67

    Balance Sheet of Parent Company

    Prepared by Shandong Zhonglu Oceanic Fishery Company Limited Jun.30, 2009 Unit: RMB

    Items

    Notes

    No.

    Amount at period-end Amount at year-begin

    Current assets:

    Monetary funds 31,838,816.80 49,281,486.67

    Settlement provisions 0.00

    Notes receivable 0.00

    Accounts receivable VI. (1) 8,880,761.07 5,756,691.53

    Accounts in advance 2,608,391.23 6,283,327.65

    Interest receivable 0.00 27,977.50

    Dividend receivable 0.00

    Other receivables VI. (2) 54,775,245.62 31,955,724.32

    Inventories 32,029,201.87 28,114,077.03

    Non-current asset due within one year

    Other current assets

    Total current assets 130,132,416.59 121,419,284.70

    Non-current assets:

    Finance asset available sales

    Held-to-maturity securities

    Long-term account receivable VI. (3) 7,981,593.67 7,501,383.23

    Long-term equity investment VI. (4) 90,793,844.22 90,793,844.22

    Investment property 41,478,268.81 42,184,436.72

    Fixed assets: 103,098,620.56 108,032,188.60

    Construction in progress 0.00

    Engineering material 0.00

    Disposal of fixed asset 0.00

    Productive biological asset 0.00

    Oil and gas asset

    Intangible assets 95,617.65 108,366.69

    Expense on Research and Development

    Goodwill

    Long-term expenses to be apportioned

    Deferred income tax asset

    Other non-current asset

    Total non-current asset 243,447,944.91 248,620,219.46

    Total assets 373,580,361.50 370,039,504.1668

    Current liabilities:

    Short-term loans 28,000,000.00 30,000,000.00

    Transaction financial liabilities -

    Notes payable -

    Accounts payable 5,291,819.46 11,658,674.93

    Accounts received in advance 379,863.72 439,863.72

    Wage payable 5,771,832.09 4,010,534.86

    Taxes payable 9,833.60 -178,239.02

    Interest payable -

    Dividend payable 459,329.80 459,329.80

    Other accounts payable 28,914,124.71 27,644,094.97

    Non-current liabilities due within 1 year

    Other current liabilities

    Total current liabilities 68,826,803.38 74,034,259.26

    Non-current liabilities:

    Long-term loans

    Bonds payable

    Long-term account payable

    Special accounts payable

    Projected liabilities

    Deferred income tax liabilities

    Other non-current liabilities

    Total non-current liabilities

    Total liabilities 68,826,803.38 74,034,259.26

    Shareholders’ equity:

    Or share capital 266,071,320.00 266,071,320.00

    Capital public reserve 279,130,089.16 279,130,089.16

    Less: Inventory shares

    Surplus public reserve 19,184,672.34 19,184,672.34

    Retained profit -259,632,523.38 -268,380,836.60

    Minority interests

    Total shareholders’ equity 304,753,558.12 296,005,244.90

    Total liabilities and shareholders’ equity 373,580,361.50 370,039,504.16

    Principal of the Company: Person in charge of accounting works:

    Person in charge of accounting institutes:69

    Consolidated Profit Statement

    Prepared by Shandong Zhonglu Oceanic Fishery Company Limited Jun. 30, 2009 Unit: RMB

    Items Notes No. This period Same period of last year

    I. Total operating income 112,869,854.62 111,317,295.45

    Including: Operating income V. (21) 112,869,854.62 111,317,295.45

    Interest income

    Insurance gained

    Commission charge and commission income

    II. Total operating cost 107,666,845.66 113,579,600.35

    Including: Operating cost V. (21) 96,310,695.01 97,977,092.44

    Interest expense

    Commission charge and commission expense

    Cash surrender value

    Net amount of expense of compensation

    Net amount of withdrawal of insurance contract

    reserve

    Bonus expense of guarantee slip

    Reinsurance expense

    Operating tax and extras V. (22) 563,412.75 606,157.60

    Sales expenses 1,432,873.90 3,626,829.79

    Administration expenses 9,393,763.73 10,318,902.37

    Financial expenses(singly listed gains from

    exchange if there were subsidiaries of financial

    industry)

    V. (23) 406,878.53 2,089,165.64

    Losses of devaluation of asset V. (24) -440,778.26 -1,038,547.49

    Add: Changing income of fair value(Loss is

    listed with “-”)

    Investment income (Loss is listed with “-”) V. (25) 330,596.54

    Including: Investment income on affiliated

    company and joint venture

    Exchange income (Loss is listed with “-”)

    III. Operating profit (Loss is listed with “-”) 5,203,008.96 -1,931,708.36

    Add: Non-operating income V. (26) 4,707,724.29 18,324,220.01

    Less: Non-operating expense V. (26) 32,194.03 385,950.19

    Including: Disposal loss of non-current asset

    IV. Total Profit (Loss is listed with “-”) 9,878,539.22 16,006,561.46

    Less: Income tax 9,663.75

    V. Net profit (Net loss is listed with “-”) 9,878,539.22 15,996,897.7170

    Net profit attributable to owner’s equity of

    parent company

    9,878,539.22 15,996,897.71

    Minority shareholders’ gains and losses

    VI. Earnings per share

    i. Basic earnings per share V. (27) 0.04 0.06

    ii. Diluted earnings per share V. (27) 0.04 0.06

    Principal of the Company: Person in charge of accounting works:

    Person in charge of accounting institutes:71

    Profit Statement of Parent Company

    Prepared by Shandong Zhonglu Oceanic Fishery Company Limited Jun. 30, 2009 Unit: RMB

    Items Notes No. This period Same period of last year

    I. Operating income VI. (5) 49,043,815.74 48,397,618.00

    Less: Operating cost VI. (6) 40,008,747.99 42,506,870.23

    Operating tax and extras 134,990.11 111,262.40

    Sales expenses 726,401.97 3,293,883.46

    Administration expenses 6,120,784.07 6,425,512.05

    Financial expenses -1,927,532.83 300,944.58

    Losses of devaluation of asset -78,568.50 -1,038,547.49

    Add: Changing income of fair value(Loss is

    listed with “-”)

    Investment income (Loss is listed with “-”) VI. (7) 330,596.54

    Including: Investment income on affiliated

    company and joint venture

    II. Operating profit (Loss is listed with “-”) 4,058,992.93 -2,871,710.69

    Add: Non-operating income 4,689,320.29 18,273,475.01

    Less: Non-operating expense 345,950.19

    Including: Disposal loss of non-current asset

    III. Total Profit (Loss is listed with “-”) 8,748,313.22 15,055,814.13

    Less: Income tax

    IV. Net profit (Net loss is listed with “-”) 8,748,313.22 15,055,814.13

    Principal of the Company: Person in charge of accounting works:

    Person in charge of accounting institutes:72

    Consolidated Cash Flow Statement

    Prepared by Shandong Zhonglu Oceanic Fishery Company Limited Jan.-Jun., 2009 Unit: RMB

    Items Notes No. This period

    Same period of last

    year

    I. Cash flows arising from operating activities:

    Cash received from selling commodities and providing

    labor services

    101,115,502.72 106,632,558.86

    Net increase of customer deposit and interbank deposit

    Net increase of loan from central bank

    Net increase of capital borrowed from other financial

    institution

    Cash received from original insurance contract fee

    Net cash received from reinsurance business

    Insured savings and net increase of investment

    Net increase of disposal of transaction financial asset

    Cash received from interest, commission charge and

    commission

    Net increase of capital borrowed

    Net increase of returned business capital

    Write-back of tax received 2,689,668.31 725,024.86

    Other cash received concerning operating activities V. (28) 18,170,338.95 18,301,443.02

    Subtotal of cash inflow arising from operating activities 121,975,509.98 125,659,026.74

    Cash paid for purchasing commodities and receiving

    labor service

    72,943,945.68 84,974,805.26

    Net increase of customer loans and advances

    Net increase of deposits in central bank and interbank

    Cash paid for original insurance contract compensation

    Cash paid for interest, commission charge and

    commission

    Cash paid for bonus of guarantee slip

    Cash paid to/for staff and workers 15,682,054.54 20,456,508.85

    Taxes paid 1,127,216.05 1,861,198.52

    Other cash paid concerning operating activities V. (28) 7,993,574.01 15,009,791.11

    Subtotal of cash outflow arising from operating activities 97,746,790.28 122,302,303.74

    Net cash flows arising from operating activities 24,228,719.70 3,356,723.00

    II. Cash flows arising from investing activities:

    Cash received from recovering investment 551,770.00

    Cash received from investment income 330,596.54

    Net cash received from disposal of fixed, intangible and

    other long-term assets

    1,773,855.00

    Net cash received from disposal of subsidiaries and

    other units73

    Other cash received concerning investing activities

    Subtotal of cash inflow from investing activities

    - 2,656,221.54

    Cash paid for purchasing fixed, intangible and other

    long-term assets

    1,853,227.11 9,438,676.22

    Cash paid for investment 567,830.00

    Net increase of mortgaged loans

    Net cash received from subsidiaries and other units

    Other cash paid concerning investing activities

    Subtotal of cash outflow from investing activities 1,853,227.11 10,006,506.22

    Net cash flows arising from investing activities -1,853,227.11 -7,350,284.68

    III. Cash flows arising from financing activities

    Cash received from absorbing investment

    Including: Cash received from absorbing minority

    shareholders’ investment by subsidiaries

    Cash received from loans 46,020,000.00 66,941,750.00

    Cash received from issuing bonds

    Other cash received concerning financing activities

    Subtotal of cash inflow from financing activities 46,020,000.00 66,941,750.00

    Cash paid for settling debts 88,025,150.00 24,971,750.00

    Cash paid for dividend and profit distributing or interest

    paying

    1,334,832.08 2,067,738.55

    Including: Dividend and profit of minority shareholder

    paid by subsidiaries

    Other cash paid concerning financing activities 12,000,000.00 31,600,000.00

    Subtotal of cash outflow from financing activities 101,359,982.08 58,639,488.55

    Net cash flows arising from financing activities -55,339,982.08 8,302,261.45

    IV. Influence on cash due to fluctuation in exchange rate

    V. Net increase of cash and cash equivalents -32,964,489.49 4,308,699.77

    Add: Balance of cash and cash equivalents at the period

    -begin

    64,452,404.48 48,341,638.29

    VI. Balance of cash and cash equivalents at the period -end 31,487,914.99 52,650,338.06

    Principal of the Company: Person in charge of accounting works:

    Person in charge of accounting institutes:74

    Cash Flow Statement of Parent Company

    Prepared by Shandong Zhonglu Oceanic Fishery Company Limited Jan.-Jun., 2009 Unit: RMB

    Items Notes

    No. This period

    Same period of last

    year

    I. Cash flows arising from operating activities:

    Cash received from selling commodities and

    providing labor services

    34,787,565.52 47,465,384.70

    Write-back of tax received -

    Other cash received concerning operating

    activities

    18,850,805.14 40,424,830.33

    Subtotal of cash inflow arising from operating

    activities

    53,638,370.66 87,890,215.03

    Cash paid for purchasing commodities and

    receiving labor service

    25,144,732.11 42,762,943.90

    Cash paid to/for staff and workers 5,707,601.16 10,430,435.21

    Taxes paid 292,511.20 1,020,433.27

    Other cash paid concerning operating activities 27,429,797.06 28,000,389.23

    Subtotal of cash outflow arising from operating

    activities

    58,574,641.53 82,214,201.61

    Net cash flows arising from operating

    activities

    -4,936,270.87 5,676,013.42

    II. Cash flows arising from investing activities:

    Cash received from recovering investment 551,770.00

    Cash received from investment income 330,596.54

    Net cash received from disposal of fixed,

    intangible and other long-term assets

    1,773,855.00

    Net cash received from disposal of subsidiaries

    and other units

    Other cash received concerning investing

    activities

    Subtotal of cash inflow from investing activities - 2,656,221.54

    Cash paid for purchasing fixed, intangible and

    other long-term assets

    8,760.00 441,208.45

    Cash paid for investment 4,467,830.00

    Net cash paid for subsidiaries and other units

    Other cash paid concerning investing activities

    Subtotal of cash outflow from investing activities 8,760.00 4,909,038.45

    Net cash flows arising from investing activities -8,760.00 -2,252,816.91

    III. Cash flows arising from financing activities

    Cash received from absorbing investment75

    Cash received from loans 28,000,000.00 30,000,000.00

    Other cash received concerning financing activities

    Subtotal of cash inflow from financing activities 28,000,000.00 30,000,000.00

    Cash paid for settling debts 30,000,000.00

    Cash paid for dividend and profit distributing

    or interest paying

    497,639.00 831,400.00

    Other cash paid concerning financing activities 12,000,000.00 31,600,000.00

    Subtotal of cash outflow from financing activities 42,497,639.00 32,431,400.00

    Net cash flows arising from financing

    activities

    -14,497,639.00 -2,431,400.00

    IV. Influence on cash due to fluctuation in exchange rate

    V. Net increase of cash and cash equivalents -19,442,669.87 991,796.51

    Add: Balance of cash and cash equivalents at the

    period -begin

    39,281,486.67 37,419,712.13

    VI. Balance of cash and cash equivalents at the

    period–end

    19,838,816.80 38,411,508.64

    Principal of the Company: Person in charge of accounting works:

    Person in charge of accounting institutes:76

    Consolidated Statement on Changes of Owners' Equity (This Period)

    Prepared by Shandong Zhonglu Oceanic Fishery Company Limited Jun. 30, 2009 Unit: RMB

    Amount in this report period

    Owners' equity attributable to the parent company

    Items

    Share capital

    Capital

    reserves

    Less:

    Treasury

    Stock

    Surplus reserves Retained profit

    Balance of the

    conversion of

    foreign currency

    list

    Minority interest

    Total owners’

    equity

    I. Balance at the end of the last year 266,071,320.00 281,245,215.96 - 21,908,064.19 -230,420,103.14 547,477.12 4,387.09 339,356,361.22

    Add: Retroative adjustment occurred

    by enterprise merger under the

    common control

    -

    Changes of accounting policy

    -

    Error correction of the last period

    -

    Others

    -

    II. Balance at the beginning of this

    year

    266,071,320.00 281,245,215.96 - 21,908,064.19 -230,420,103.14 547,477.12 4,387.09 339,356,361.22

    III. Increase/ Decrease in this year

    (Decrease is listed with'"-")

    - - - - 9,878,539.22 -362,928.03 - 9,515,611.19

    (I) Net profit 9,878,539.22 9,878,539.22

    (II) Profits and losses calculating into

    owners' equity

    - - - - - -362,928.03 - -362,928.03

    1. Net changing amount of fair value

    of financial assets available for sale

    -

    2. Effect of changes of other owners'

    equity of invested units under equity

    method

    -77

    3. Effect of income tax related to

    owners' equity

    -

    4. Conversion margin in foreign

    currency report -362,928.03 -362,928.03

    5.Others

    -

    Total of (I)and (II) - - - - 9,878,539.22 -362,928.03 - 9,515,611.19

    (III) Owners' devotion and decreased

    capital

    - - - - - - -

    -

    1. Owners' devotion capital

    -

    2. Amount calculated into owners'

    equity paid in shares

    -

    3. Others

    -

    (IV) Profit distribution

    -

    1. Withdrawal of surplus reserves

    -

    2. Withdrawal of general risk

    provisions

    -

    3. Distribution for owners

    (shareholders)

    -

    4. Others

    -

    (V) Carrying forward internal owners'

    equity

    -

    1.Capital reserves conversed to capital

    (share capital)

    -

    2. Surplus reserves conversed to

    capital (share capital)

    -

    3. Remedying loss with profit surplus

    -

    4.Others

    -78

    IV. Balance at the end of this report

    period

    266,071,320.00 281,245,215.96 - 21,908,064.19 -220,541,563.92 184,549.09 4,387.09 348,871,972.41

    Principal of the Company: Person in charge of accounting works: Person in charge of accounting institutes:79

    Consolidated Statement on Changes of Owners' Equity (Last Period)

    Prepared by Shandong Zhonglu Oceanic Fishery Company Limited Jun. 30, 2009 Unit: RMB

    Amount in the same period of last year

    Owners' equity attributable to the parent company

    Items

    Share capital

    Capital reserves

    Less:

    Treasury

    Stock

    Surplus reserves Retained profit Others

    Balance of

    the

    conversion

    of foreign

    currency

    list

    Minority

    interest

    Total owners’

    equity

    I. Balance at the end of the last year 266,071,320.00 281,245,215.96 21,908,064.19 -252,975,729.28 316,248,870.87

    Add: Retroative adjustment occurred

    by enterprise merger under the

    common control

    -

    Changes of accounting policy -

    Error correction of the last period -

    Others -

    II. Balance at the beginning of this

    year

    266,071,320.00 281,245,215.96 - 21,908,064.19 -252,975,729.28 - 316,248,870.87

    III. Increase/ Decrease in this year

    (Decrease is listed with'"-")

    - - - - 15,996,897.71 - 4,425.80 16,001,323.51

    (I) Net profit 15,996,897.71 15,996,897.71

    (II) Profits and losses calculating into

    owners' equity

    - - - - - - -

    1. Net changing amount of fair value

    of financial assets available for sale

    -

    2. Effect of changes of other owners'

    equity of invested units under equity

    method

    -80

    3. Effect of income tax related to

    owners' equity

    -

    4. Conversion margin in foreign

    currency report

    5.Others -

    Total of (I)and (II) - - - - 15,996,897.71 - 15,996,897.71

    (III) Owners' devotion and decreased

    capital

    4,425.80 4,425.80

    1. Owners' devotion capital 4,425.80 4,425.80

    2. Amount calculated into owners'

    equity paid in shares

    -

    3. Others -

    (IV) Profit distribution -

    1. Withdrawal of surplus reserves -

    2. Withdrawal of general risk

    provisions

    -

    3. Distribution for owners

    (shareholders)

    -

    4. Others -

    (V) Carrying forward internal owners'

    equity

    -

    1.Capital reserves conversed to capital

    (share capital)

    -

    2. Surplus reserves conversed to

    capital (share capital)

    -

    3. Remedying loss with profit surplus -

    4.Others -

    IV. Balance at the end of this report 266,071,320.00 281,245,215.96 - 21,908,064.19 -236,978,831.57 - 4,425.80 332,250,194.3881

    period

    Principal of the Company: Person in charge of accounting works: Person in charge of accounting institutes:

    Statement on Changes of Owners' Equity of Parent Company (This Period)

    Prepared by Shandong Zhonglu Oceanic Fishery Company Limited Jun. 30, 2009 Unit: RMB

    Amount in this report period

    Items Share capital)

    Capital reserves

    Less:

    Treasury

    Stock

    Surplus reserves Retained profit Others Total owners’ equity

    I. Balance at the end of the last

    year

    266,071,320.00 279,130,089.16 - 19,184,672.34 -268,380,836.60 - 296,005,244.90

    Add: Changes of accounting policy -

    Error correction of the last period -

    Others -

    II. Balance at the beginning of this

    year

    266,071,320.00 279,130,089.16 - 19,184,672.34 -268,380,836.60 - 296,005,244.90

    III. Increase/ Decrease in this year

    (Decrease is listed with'"-")

    - - - - 8,748,313.22 - 8,748,313.22

    (I) Net profit 8,748,313.22 8,748,313.22

    (II) Profits and losses calculating

    into owners' equity

    - - - - - - -

    1. Net changing amount of fair

    value of financial assets available

    for sale

    -

    2. Effect of changes of other

    owners' equity of invested units

    under equity method

    -

    3. Effect of income tax related to -82

    owners' equity

    4. Others -

    Total of (I)and (II) - - - - 8,748,313.22 - 8,748,313.22

    (III) Owners' devotion and

    decreased capital

    -

    1. Owners' devotion capital -

    2. Amount calculated into owners'

    equity paid in shares

    -

    3. Others -

    (IV) Profit distribution -

    1. Withdrawal of surplus reserves -

    2. Distribution for owners

    (shareholders)

    -

    3. Others -

    (V) Carrying forward internal

    owners' equity

    -

    1. Capital reserves conversed to

    capital (share capital)

    -

    2. Surplus reserves conversed to

    capital (share capital)

    -

    3. Remedying loss with profit

    surplus

    -

    4.Others -

    IV. Balance at the end of this

    report period

    266,071,320.00 279,130,089.16 - 19,184,672.34 -259,632,523.38 - 304,753,558.12

    Principal of the Company: Person in charge of accounting works: Person in charge of accounting institutes:83

    Statement on Changes of Owners' Equity of Parent Company (Last Period)

    Prepared by Shandong Zhonglu Oceanic Fishery Company Limited Jun. 30, 2009 Unit: RMB

    Amount in the same period of last year

    Items Share capital

    Capital reserves

    Less:

    Treasury

    Stock

    Surplus reserves Retained profit Others Total owners’ equity

    I. Balance at the end of the last year 266,071,320.00 279,130,089.16 19,184,672.34 -290,359,789.60 274,026,291.90

    Add: Changes of accounting policy - -

    Error correction of the last period -

    Others -

    II. Balance at the beginning of this year 266,071,320.00 279,130,089.16 - 19,184,672.34 -290,359,789.60 - 274,026,291.90

    III. Increase/ Decrease in this year (Decrease is

    listed with'"-")

    - - - - 15,055,814.09 - 15,055,814.09

    (I) Net profit 15,055,814.09 15,055,814.09

    (II) Profits and losses calculating into owners'

    equity

    - - - - - - -

    1. Net changing amount of fair value of financial

    assets available for sale

    -

    2. Effect of changes of other owners' equity of

    invested units under equity method

    -

    3. Effect of income tax related to owners' equity -

    4. Others -

    Total of (I)and (II) - - - - 15,055,814.09 - 15,055,814.0984

    (III) Owners' devotion and decreased capital -

    1. Owners' devotion capital -

    2. Amount calculated into owners' equity paid in

    shares

    -

    3. Others -

    (IV) Profit distribution -

    1. Withdrawal of surplus reserves -

    2. Distribution for owners (shareholders) -

    3. Others -

    (V) Carrying forward internal owners' equity -

    1. Capital reserves conversed to capital (share

    capital)

    -

    2. Surplus reserves conversed to capital (share

    capital)

    -

    3. Remedying loss with profit surplus -

    4.Others -

    IV. Balance at the end of this report period 266,071,320.00 279,130,089.16 - 19,184,672.34 -275,303,975.51 - 289,082,105.99

    Principal of the Company: Person in charge of accounting works: Person in charge of accounting institutes:85

    Section VIII. Documents Available for References

    (I) Text of Semi-annual Report carried with the personal signature of Chairman of the

    Board;

    (II) Text of financial report carried with the signature and seals of principal of the unit,

    principal of accounting work, and principal in charge of accounting organization;

    (III) Text of all documents that have been publicly disclosed on newspapers and periodicals

    designated by CSRC during the report period;

    (IV) Text of Articles of Association of the Company;

    (V) Other relevant data.

    Shandong Zhonglu Oceanic Fishery Company Limited

    Chairman of the Board: Wang Zhao’an

    August 7, 2009