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