Shanghai Zhenhua Heavy Industries Co., Ltd. FINANICAL STATEMENTS & AUDITORS REPORT 2013 Shanghai Zhenhua Heavy Industries Co., Ltd. FINANICAL STATEMENTS & AUDITORS REPORT 2013 FINANICAL STATEMENTS & AUDITORS REPORT 2013 Page AUDITOR’S REPORT 1-2 Consolidated and Company's B/S 3-4 Consolidated and Company's P/L 5 Consolidated and Company's Cash Flow Statements 6 Consolidated Shareholder's Equity Movement Statements 7 Company Shareholder's Equity Movement 8 Finanical Statements Notes 9 -141 Supplementary information Auditors’ Report PricewaterhouseCoopers Zhongtian Shen Zi (2014) No. 10027 (Page 1 of 2) TO THE SHAREHOLDERS OF SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. We have audited the accompanying consolidated as well as company’s financial statements of Shanghai Zhenhua Heavy Industries Co., Ltd. (―Zhenhua Heavy Industries‖) including the company’s and the consolidated balance sheets as of 31 December 2013, the 2013’s P&L, shareholders’ equity movement statements, cash flow statements and notes to the financial statements. I. The Management’s responsibilities on the Statements Preparing and fairly stating financial statements are the responsibilities of the management of Shanghai Zhenhua Heavy Industries Co., Ltd.. These responsibilities include: (1) The preparation of financial statements in accordance with the provisions of the corporate accounting standards, and to achieve a fair reflection. (2) design, implement and maintain the necessary internal controls, to material misstatement due to fraud or error in the financial statements. II. The CPA’s Responsibilities Our responsibilities are to provide audit opinions based on our auditing. We conducted the audit on the basis of China CPA Norms, which require us to abide by professional virtues and norms to plan and conduct audit to ensure there exist no serious reporting errors in the financial statements. The audit Includes implementing the audit procedures to acquire financial statements figures and audit evidence. Audit procedures are chose based on CPA’s judgment, including the estimate of risks for possible misreports due to cheating or errors. When estimating risks, certified public accountants consider internal control related to the financial statements preparation and fair presentation, in order to design audit procedures that are appropriate, but not to provide opinions on effectiveness of the interior controls. The audit also Includes the evaluating of the appropriateness of utilization of accounting policies and accounting estimates by the management, and the evaluating of the total reporting of the financial statements. -1- (Page 2 of 2) We believe we have acquired sufficient and appropriate audit evidences, which provide the basis for the auditor’s opinions. III. Auditor’s Opinions In our opinion, the accompanying financial statements of Zhenhua Heavy Industries has been prepared according to stipulations of the enterprise accounting norms and present fairly, in all material respects, the financial position of the Consolidation and Zhenhua Heavy Industries as of 31 December 2013 and of the results of its operations and its cash flows for the year then ended. PricewaterhouseCoopers China Limited (special general partnership) CPA___________________ Zhao Bo Shanghai, China Mar. 24, 2014 CPA___________________ Jin Wen -1- SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Consolidated and Company's Balance Sheet on Dec. 31, 2013 (In RMB yuan except for otherwise specified) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2013 Dec. 31, 2012 Assets Notes Consolidated Consolidated Company Company Current assets Monetary capital V (1) 3,515,643,963 5,380,769,224 3,098,787,795 5,140,007,496 Tradable financial assets V (2) 121,169,489 26,009,477 107,398,445 19,196,699 Bills receivable V (3) 334,519,241 115,069,863 331,519,241 115,069,863 Interest receivable V (4) 5,088,988 33,231,552 5,088,988 33,231,552 Account receivable V (5)、XIII (1) 3,548,903,103 3,710,721,111 5,118,743,309 4,470,459,959 Advances V (7) 1,285,291,251 995,684,680 1,810,482,001 1,469,746,463 Other receivables V (6)、XIII (2) 1,084,341,531 413,305,303 8,166,740,918 7,492,431,701 Stock V (8) 6,015,690,177 7,581,683,025 4,940,313,059 6,343,052,035 Completed not settled V (9) 6,766,208,145 6,620,155,339 5,620,521,199 5,740,676,634 Other current assets V (10) 4,202,678,325 1,000,000,000 4,202,678,325 1,000,000,000 Total current assets 26,879,534,213 25,876,629,574 33,402,273,280 31,823,872,402 Non-current assets Financial assets available for sale V (11) 172,770,000 124,222,545 172,770,000 124,222,545 Long-term receivables V (12) 2,217,619,293 - - - Long term equity investment V (13)、XIII (3) 380,678,930 203,719,472 4,856,645,862 4,243,869,183 Real estate as investment V (14) 388,992,266 402,411,440 388,992,266 402,411,440 Fixed assets V (15) 14,079,867,109 14,075,197,757 7,076,923,256 7,339,176,130 Construction in progress V (16) 1,478,006,436 3,692,553,744 724,832,092 1,145,271,492 Intangible assets V (17) 3,159,277,976 2,021,511,880 1,301,763,322 1,339,935,316 Deferred corporate tax assets V (18) 397,990,464 383,449,931 397,990,464 383,449,931 Total non-current assets 22,275,202,474 20,903,066,769 14,919,917,262 14,978,336,037 Total assets 49,154,736,687 46,779,696,343 48,322,190,542 46,802,208,439 Attached notes is part of the financial statements. Enterprise legal representative: Song Hailiang Accounting responsible person: Wang Jue Accounting department chief: Sun Guangbo -3- SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Consolidated and Company's Balance Sheet on Dec. 31, 2013 (Cont’d) (In RMB yuan except for otherwise specified) Liabilities and shareholder's equity Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2013 Dec. 31, 2012 Notes Consolidated Consolidated Company Company Current liabilities Short-term loan V (20) 14,663,865,004 11,936,687,998 11,944,593,404 9,966,183,748 Trading financial liabilities V (2) 644,404 - 644,404 - Notes payable V (21) 1,218,223,112 980,906,529 918,223,112 980,906,529 Accounts payable V (22) 3,592,110,836 2,603,418,685 4,914,219,485 4,272,986,149 Advances from customers V (23) 232,328,686 1,035,763,588 269,282,825 1,211,974,729 Account closed construction not completed V (9) 3,143,218,938 2,389,804,893 4,061,856,201 3,053,896,148 Payroll V (24) 206,241,298 37,550,139 199,934,578 34,284,485 Taxes payable V (25) (6,519,912) (46,966,814) (18,233,465) 22,985,239 Interest payable V (26) 418,390,614 315,058,291 412,168,548 306,693,557 Dividends payable V (27) 33,825,412 33,825,412 33,323,129 33,323,129 Other payables V (28) 403,130,541 292,150,492 956,983,354 526,815,563 Non-current liabilities due within one year V (29) 4,370,297,863 3,667,922,000 4,370,297,863 3,234,222,500 Total current liabilities 28,275,756,796 23,246,121,213 28,063,293,438 23,644,271,776 Non-current liabilities Long term loans V (30) 2,113,256,000 873,684,500 1,747,442,000 496,554,500 Bonds payable V (31) 3,797,777,911 7,984,665,674 3,797,777,911 7,984,665,674 Expected liabilities V (32) 186,334,750 193,307,685 175,426,592 188,568,114 Deferred corporate tax liabilities V (18) 24,984,658 20,747,048 - - Other non-current liabilities V (33) 42,916,667 43,916,667 - - Total non-current liabilities 6,165,269,986 9,116,321,574 5,720,646,503 8,669,788,288 Total liabilities 34,441,026,782 32,362,442,787 33,783,939,941 32,314,060,064 Owner's equity Capital stock V (34) 4,390,294,584 4,390,294,584 4,390,294,584 4,390,294,584 Capital reserve V (35) 5,792,065,905 5,632,275,644 6,038,874,023 5,879,083,762 Surplus reserve V (36) 1,520,147,861 1,520,147,861 1,519,639,588 1,519,639,588 Undistributed profit V (37) 2,808,057,854 2,668,221,534 2,589,442,406 2,699,130,441 Foreign currency statements translation difference 38,627 12,973 - - Total owner's equity belong to parent co. 14,510,604,831 14,210,952,596 14,538,250,601 14,488,148,375 Minority interest V (38) 203,105,074 206,300,960 - - Total owner's equity 14,713,709,905 14,417,253,556 14,538,250,601 14,488,148,375 Total liabilities and owner's equity 49,154,736,687 46,779,696,343 48,322,190,542 46,802,208,439 Attached notes is part of the financial statements. Enterprise legal representative: Song Hailiang Accounting responsible person: Wang Jue Accounting department chief: Sun Guangbo -4- SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Consolidated and Company’s P/L Statement 2013 (In RMB yuan except for otherwise specified) 2013 2012 2013 2012 Item Notes Consolidated Consolidated Company Company I. Operating income V (39)、XIII (4) 23,201,555,800 18,255,152,096 21,252,999,320 19,103,893,394 Less: operating cost V (39)、XIII (4) (21,437,017,127) (17,362,670,351) (19,781,670,974) (18,371,210,552) business tax and addition V (40) (95,296,484) (32,504,700) (7,065,816) (15,332,480) selling expenses V (41) (68,647,704) (49,290,059) (60,390,117) (40,468,899) general and administrative expenses V (42) (1,352,925,539) (1,126,863,747) (1,059,203,931) (832,392,572) financial expenses-net amount V (43) (627,184,455) (680,506,612) (650,420,469) (607,580,493) asset impairment provision V (44)、V (19) (785,673,951) (394,362,789) (793,738,223) (389,548,762) Add: Gains from fair value movement (loss) V (45) 94,515,608 (33,379,693) 87,557,341 (37,464,534) Investment income V (46)、XIII (5) 898,036,468 141,093,032 581,854,755 141,092,172 Including: loss in investment in associates and joint ventures (3,111,958) 21,445,467 (3,111,958) 21,445,467 II. Operating loss (172,637,384) (1,283,332,823) (430,078,114) (1,049,012,726) Add: non-operating income V (47) 314,889,951 132,357,962 296,870,540 115,196,301 Less: non-operating expenses V (48) (21,823,472) (20,215,602) (19,078,648) (17,631,878) Including: loss from disposal of non-current assets (19,598,889) (4,728,848) (17,292,087) (2,431,905) III. profit / Total loss 120,429,095 (1,171,190,463) (152,286,222) (951,448,303) Less: Corporate tax expenses V (49) 13,647,527 72,132,581 42,598,187 73,611,911 IV. Net profit / loss 134,076,622 (1,099,057,882) (109,688,035) (877,836,392) Net profit / loss belonging to shareholders of parent company V (37) 139,836,320 (1,043,665,841) (109,688,035) (877,836,392) Minority interest V (38) (5,759,698) (55,392,041) - - V. gains / (losses)/per share Fundamental gains /( losses) V (50) 0.03 (0.24) n.a n.a Diluted gains /(losses) V (50) 0.03 (0.24) n.a n.a VI. Other composite income V (51) 159,815,915 13,239,831 159,790,261 13,226,858 VII. Total composite income / loss 293,892,537 (1,085,818,051) 50,102,226 (864,609,534) total income / loss attributable to parent company's shareholders 299,652,235 (1,030,426,010) 50,102,226 (864,609,534) total loss attributable to minority shareholders (5,759,698) (55,392,041) - - Attached notes is part of the financial statements. Enterprise legal representative: Song Hailiang Accounting responsible person: Wang Jue Accounting department chief: Sun Guangbo -5- SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Consolidated and Company Cash Flow Statement 2013 (In RMB yuan except for otherwise specified) 2013 2012 2013 2012 Item Notes Consolidated Consolidated Company Company I. Cash flow from operating activities Cash from sales of commodities and services 19,399,598,391 19,484,381,214 18,478,654,094 18,749,419,246 Taxes and expense return 629,736,552 729,927,160 629,736,552 724,352,407 Cash from other operation related activities V (52)(a) 243,552,945 91,487,465 231,479,730 67,094,317 Total cash flow-in 20,272,887,888 20,305,795,839 19,339,870,376 19,540,865,970 Cash paid for commodities and services (17,547,227,019) (15,491,972,477) (16,959,587,038) (15,208,859,643) Cash paid for/to staff (1,336,945,044) (1,194,374,585) (812,025,989) (708,490,664) Taxes and expenses paid (217,867,205) (240,044,247) (43,373,625) (63,243,228) Other cash payment for other operation-related activities V (52)(b) (231,672,284) (313,800,532) (182,527,728) (256,410,075) Total cash flow-out (19,333,711,552) (17,240,191,841) (17,997,514,380) (16,237,003,610) Net cash flow from operating activities V (53)(a)、XIII (6)(a) 939,176,336 3,065,603,998 1,342,355,996 3,303,862,360 II. Cash flow from investment activities Cash received from investments 4,763,990,000 6,504,000,000 4,763,990,000 6,504,000,000 Net cash receipt from disposal of fixed assets, construction in progress and intangible assets 452,808,255 641,152,359 452,270,384 630,035,822 Net cash flow-in purchasing subsidiary IV(3)(a) 159,394,016 - 100,828,977 - Cash from collection of investment income 151,205,644 119,647,565 151,188,587 119,646,705 Other cash receipt related to investment activities V (52)(c) 137,753,013 96,930,003 108,069,251 95,718,208 Total cash flow-in from investment activities 5,665,150,928 7,361,729,927 5,576,347,199 7,349,400,735 Cash paid for purchase of fixed assets, construction in progress and intangible assets (345,935,942) (219,185,221) (61,937,688) (184,804,201) Cash paid for investment (8,007,227,235) (7,533,400,000) (8,513,411,213) (7,675,757,657) Total cash flow-out for investment activities (8,353,163,177) (7,752,585,221) (8,575,348,901) (7,860,561,858) Net cash flow from investment activities (2,688,012,249) (390,855,294) (2,999,001,702) (511,161,123) III. Cash flow from capital raising activities Cash from loans 23,726,574,867 28,620,549,068 21,312,148,267 25,697,865,818 Other cash received from financing activities V (52)(d) 6,157,492,641 3,465,537,200 6,157,492,641 3,465,537,200 Total cash flow-in from capital raising activities 29,884,067,508 32,086,086,268 27,469,640,908 29,163,403,018 Cash paid for clearing debts (22,876,376,591) (26,820,433,243) (20,849,157,341) (24,021,029,993) Cash paid for distributed dividends, profit or interest (967,541,716) (1,159,196,607) (868,202,063) (1,036,131,810) Other cash paid related to financing activities V (52)(e) (3,496,449,525) (6,416,214,488) (3,496,449,525) (6,416,214,488) Total cash flow-out in capital raising activities (27,340,367,832) (34,395,844,338) (25,213,808,929) (31,473,376,291) Net cash flow from capital-raising activities 2,543,699,676 (2,309,758,070) 2,255,831,979 (2,309,973,273) IV. Impact on cash flow by exchange rate change - - - - V (53)(b)、XIII V. Net addition of cash (6)(b) 794,863,763 364,990,634 599,186,273 482,727,964 Add: starting balance of cash 2,357,608,044 1,992,617,410 2,137,291,866 1,654,563,902 V (53)(c)、XIII VI. Closing balance of cash (6)(b) 3,152,471,807 2,357,608,044 2,736,478,139 2,137,291,866 Attached notes is part of the financial statements. Enterprise legal representative: Song Hailiang Accounting responsible person: Wang Jue Accounting department chief: Sun Guangbo -6- SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. 2013 Consolidated Shareholder’s Equity Movement Statements (In RMB yuan except for otherwise specified) Equity Belonging to Parent Company Total foreign currency shareholder’s Item Notes Capital Minority interest Capital Surplus Undistributed translation equity stock reserve reserve profit difference Starting balance on Jan. 1, 15,503,127,43 2012 4,390,294,584 5,619,048,786 1,520,147,861 3,711,887,375 - 261,748,827 3 Movement in 2012 (1,043,665,84 Net Loss V (37) - - - 1) - (55,392,041) (1,099,057,882) Other comprehensive income - Net change of fair value of financial assets available for sale V (35) - 13,226,858 - - - - 13,226,858 - Difference of foreign currency statement translation - - - - 12,973 - 12,973 - Distribution to shareholders - Distribution to shareholders V (38) - - - - - (55,826) (55,826) Closing balance on Dec. 31, 14,417,253,55 2012 4,390,294,584 5,632,275,644 1,520,147,861 2,668,221,534 12,973 206,300,960 6 Starting balance on Jan.1, 14,417,253,55 2013 4,390,294,584 5,632,275,644 1,520,147,861 2,668,221,534 12,973 206,300,960 6 Movement in 2013 Net Profit V (37) - - - 139,836,320 - (5,759,698) 134,076,622 Other comprehensive income - Net change of fair value of financial assets available for sale V (35) - 159,790,261 - - - - 159,790,261 - Difference of foreign currency statement translation - - - - 25,654 - 25,654 Added capital from shareholders V (38) - - - - - 2,563,812 2,563,812 Closing balance on Dec. 31, 14,713,709,90 2013 4,390,294,584 5,792,065,905 1,520,147,861 2,808,057,854 38,627 203,105,074 5 Attached notes is part of the financial statements. Enterprise legal representative: Song Hailiang Accounting responsible person: Wang Jue Accounting department chief: Sun Guangbo -7- SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. 2013 Company Shareholder’s Equity Movement Statements (In RMB yuan except for otherwise specified) Total Capital Surplus Undistributed shareholder’s Item Notes Capital stock reserve reserve profit equity Starting balance on Jan. 1, 2012 4,390,294,584 5,865,856,904 1,519,639,588 3,576,966,833 15,352,757,909 Movement in 2012 Net Loss - - - (877,836,392) (877,836,392) Other comprehensive income - Net change of fair value of financial assets available for sale - 13,226,858 - - 13,226,858 Closing balance on Dec. 31, 2012 4,390,294,584 5,879,083,762 1,519,639,588 2,699,130,441 14,488,148,375 Starting balance on Jan. 1, 2013 4,390,294,584 5,879,083,762 1,519,639,588 2,699,130,441 14,488,148,375 Movement amount in 2013 Net Loss - - - (109,688,035) (109,688,035) Other comprehensive income - Net change of fair value of financial assets available for sale - 159,790,261 - - 159,790,261 Closing balance on Dec. 31, 2013 4,390,294,584 6,038,874,023 1,519,639,588 2,589,442,406 14,538,250,601 Attached notes is part of the financial statements. Enterprise legal representative: Song Hailiang Acounting responsible person: Wang Jue Accounting department chief: Sun Guangbo -8- SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) I. General information Shanghai Zhenhua Heavy Industries Co., Ltd. (hereinafter ―the Company‖ or ―Parent Company‖) was established in Shanghai, on 8 September 1997 as part of an exercise to reorganise its predecessor, Shanghai Zhenhua Port Machinery Company Limited. The Company is registered in P. R. China’s Shanghai. As approved by ZhengWeiFaZi (1997) No. 42 document issued by the Securities Commission under the State Council, the Company issued 100 million listed foreign investment shares (B-shares) to overseas investors from July 15, 1997 till July 17, 1997. The B-shares were listed for trading at Shanghai Stock Exchange on Aug. 5, 1997. As approved by GongsiZi (2000) No. 200 of China Securities Regulatory Commission, the Company added issuing of 88 million RMB common shares (A-shares) to domestic investors in Dec. 2000. The A-shares were listed for trading at Shanghai Stock Exchange on Dec. 21, 2000. In accordance with ZhenJianFaXingZi (2004) No. 165 by China Securities Regulatory Commission, the Company issued 114,280,000 A-shares to domestic investors on Dec. 23, 2004. The said issuances were listed at Shanghai Stock Exchange respectively on Dec. 31, 2004 and Jan. 31, 2005 for trading. In accordance with ZhenJianFaXingZi (2007) No. 346 by China Securities Regulatory Commission, the Company issued 125,515,000 A-shares to domestic investors on Oct. 15, 2007. The said issuances were listed at Shanghai Stock Exchange respectively on Oct. 23, 2007 and Jan. 23, 2008 for trading. As approved by CSRC Zheng Jian Xuke (2009) No. 71 document, the Company issued non-publicly 169,794,680 A-shares on Sep. 22, 2008, to its controller China Communications Construction Co., Ltd. (―China Communications Corporation‖). From Mar. 20, 2012 on, limitation term expires for above-mentioned A-shares which are listed at Shanghai Stock Exchange for trading (Note V(34)). As of Dec. 31, 2012, after all issues of shares and bonus shares distribution, capital stock of the Company is increased to 4,390,294,584 shares, par value per share 1 yuan, totally 4,390,294,584 yuan. On Dec. 18, 2005, China Road and Bridge Construction Group General Company combined with the company’s controlling holder China Harbor Construction (Group) General Company after reorganization into China Transportation Construction (Group) Co. Ltd. (hereafter called Communications Group). In accordance with the Reply to Issue Concerning Listing of China Communications Construction Co. Ltd. Entirely after Reorganization on Both Domestic and Overseas Market (Guozi Gaige [2006] No. 1063) by State Assets Commission on Aug. 16, 2006, Reply to Issue Concerning Management of State Stock of China Communications Construction Co. Ltd. (Guozi Chanquan [2006] No. 1072) on Sep. 30, 2006, which granted the reorganization proposal of Communications Group, and in addition to the Reply to Approve China Communications Construction Co. -9- SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) Ltd.’s Announcement of Purchase Report of Road and Bridge Construction Co. Ltd. and Shanghai Zhenhua Port Machinery (Group) Co. Ltd. and the Exemption of Purchase Offer Obligations (Zhengjian Gongsi Zi [2006] No. 227), on Oct. 8, 2006 Communications Group solely initiated the establishment of China Communications Construction Co. Ltd. (hereafter Communications Company), and invested the stock rights of the Company it held into the newly established Communications Company. With completion of reorganization, Communications Company thus becomes the controlling shareholder of the Company. The Company and its subsidiaries (jointly called ―the Group‖) are engaged in design, building, installation of heavy port handling system and machinery, heavy ocean equipment, engineering machinery, engineering vessels, large metal structures & components, parts; leasing of self-manufactured cranes; sales of self-produced products; professional contracting of international ocean shipping and steel structure engineering with special vessels for whole-machine transportation. This financial report is disclosed on Mar. 24, 2014 through approval by the Company’s board of directors. II. Major accounting policies and accounting estimates (1) Basis of preparation for financial statements (a) Standards and rules for financial statements establishment The financial statements are prepared on the basis of Enterprise Accounting Standards – Basic Standards and 38 concrete accounting standards issued on Feb. 15, 2006, guidelines and explanation of the accounting standards, and other related stipulations (hereafter totally called ―Enterprise Accounting Standards‖) and CSSRC’s Listed Company with Public Securities Information Disclosure Coding Rules No. 15 – General Rules on Financial Report (Revised in 2010). (b) Going concern basis As of December 31, 2013, the Group's current liabilities exceed current assets by about 1,400,000,000 yuan. In the preparation of the financial statements for the year, given the amount of bank credit, financing record the Group has achieved to obtain, good cooperation relationship with banks and financial institutions and the operating performance, the board of directors of the Company consider that the Group is able to continue to acquire sufficient operating cash flow and sources of financing, to ensure funds required for repayment of debt maturity and capital expenditure. Therefore, the board of directors of the Company ensures that the Group will continue to operate, and thus to base the preparation of the financial statements for the year on sustainable operation. The annual financial statements do not include any adjustment of the Group and the Company which fails to meet the conditions included in continuous operation. (2) Declaration on abiding by the Enterprise Accounting Standards - 10 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) The Company follows the requirements of enterprise accounting standards in preparing 2013 financial statements, which authentically and completely reflect the consolidated and the Company’s financial status on Dec. 31 of 2013 and the consolidated and the Company’s operating result and cash flow during 2013. (3) Accounting period Calendar year, from January 1 till December 31. (4) Recording currency RMB is the monetary currency of the Group. (5) Enterprise merger (a) Merger of enterprises under the same controller Merger consideration paid and the net assets acquired by the merger party are valued by book value. The difference between the book value of the net assets acquired by the merger party and the merger consideration paid is adjusted to the capital reserve. When capital reserve is not sufficient to compensate, retained interest is thus adjusted. Direct expenses related to enterprise merger are booked into current P&L at the time of incurrence. Transaction expenses from issuing equity securities or liability securities for the purpose of enterprise merger are booked into initially recognized amount of equity securities or liability securities. (b) Merger of enterprises not under the same controller Merger cost of the merger party and recognizable net assets acquired in the merger are valued by fair value. The difference of the merger cost larger than fair value of the recognizable assets of the purchased on purchase day is confirmed as goodwill. The difference of the merger cost smaller than fair value of the recognizable assets of the purchased on purchase day is booked into current P&L. Direct expenses related to enterprise merger are booked into enterprise merger cost. Transaction expenses from issuing equity securities or liability securities for the purpose of enterprise merger are booked into initially recognized amount of equity securities or liability securities. (6) Preparation of consolidated statements The consolidated statements consist of those of the Company and the consolidated subsidiaries. Subsidiary is consolidated from the date on which effective control over the subsidiary is exercised by the Company; subsidiary is no longer consolidated from the date when that control ceases. All material inter company transactions, balance and unrealized profit on transactions between group companies are compensated. In the consolidated statements, minority interests which are not owned by the Company are listed under shareholder’s equity as individual entry. - 11 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) When there exists discrepancy between accounting policies adopted by subsidiaries and the Company, statements of subsidiaries are adjusted according to the Company’s policies upon consolidation. When subsidiary acquired through merger of enterprise not under the same controller, its financial statements are adjusted on the basis of fair value of the recognizable net assets as of purchase day. All significant accounts’ balance, transaction and unrealized profit within the Group are off- set in preparation of the consolidated statements. Owners’ equity of subsidiaries and that part of the current net profit and loss not attributable to the Company is shown under shareholders’ equity and net profit in consolidated financial and current net profit and loss statements as minority interest and minority gains and losses. In case of loss of control over the original subsidiary due to disposal of partial equity investment or other reason, in the consolidated financial statements, the remaining equity is re-measured at fair value over the day of loss of control. The sum of consideration obtained by the disposal of equity and the fair value of the remaining equity, minus the net assets of the share enjoyed in the original subsidiary since the date of purchase, is booked as return on investment in the period when loss of control incurs. Other comprehensive income related with investments in the equity of the original subsidiaries, is reversed to current investment income at the incurrence of loss of control. (7) Cash and cash equivalents Cash and cash equivalents comprise cash on hand, deposits readily available for the payment of and investment holdings of short-term, highly liquid and readily convertible to known amounts of cash, with an insignificant risk of changes in value. (8) Foreign currency translation (a) Foreign currency transaction Transactions denominated in foreign currencies are translated into RMB by the sight rate on the transaction day. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into RMB at the exchange rates at sight. Exchange differences from special borrowing of foreign currency for the purpose of purchasing or manufacturing assets meeting qualifications for loan expenses capitalization are capitalized during the period of capitalization; other exchange differences are directly booked into current P&L. Non-currency items of foreign currency calculated on historical cost basis are translated at the rate at sight on the date of transaction. Amount of impact of exchange rate fluctuation on cash amount is separated in the cash flow statements. (b) Foreign currency financial statements translation For Assets/liabilities items in the Assets/liabilities statements for business operating abroad, exchange rate at sight on the Assets/liabilities statements date is used for translation. In the shareholders ' equity, except retained earnings items, other items are translated using the spot exchange rate at the time of incurrence. Overseas operating - 12 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) revenues and expenses items in the income statements are translated using spot exchange rate on the day of incurrence. Difference of foreign currency statement translation mentioned above is shown as a separate item in the shareholders ' equity. Overseas operation cash flow items are translated by the spot exchange rate on the day of cash flows incurrence. Effect of exchange rate changes on cash amount is shown separately in the cash flow statements. (9) Financial instruments (a) Financial assets (i) Classification on financial instruments Financial assets are classified at the beginning of recognition into: Financial assets calculated by fair value whose movement booked into current income statement, Receivables, Available-for-sale financial assets. Classification of financial assets is determined by the intention and capability of the group in holding the financial assets. Financial assets calculated by fair value, changes of which booked into current income statement Financial assets calculated by fair value, whose movement booked into current income statement, refer to the financial assets originated from derivative financial instruments, which are shown in B/S as marketable financial assets. Receivables Receivables are non-derivative financial assets which have no quotation on active market, whose collectable amount is fixed or can be determined. Available-for-sale financial assets Available-for-sale financial assets are marketable non-derivative financial assets fixed at the beginning of recognition and financial assets not classified into Others. Available-for- sale financial assets to be sold within 12 months from B/S day are booked in B/S as Other current assets. (ii) Recognition and Measurement Financial assets at the time when the Group becomes a party to the contract of financial instruments are recognized in the balance sheet at fair value. Of the financial assets whose amount initially recognized fair value and changes into current profit or loss statement, related transaction costs incurred at acquisition are included directly in current profit or loss; other financial assets transaction costs are included in the initially recognized amount. Financial assets measured at fair value and whose changes booked into current profit or loss and financial assets available-for-sale are subsequently measured at fair value, but equity instrument investments which are not quoted in an active market and whose fair value can not be reliably measured are measured at cost; receivables are measured by cost after amortization, using the effective interest rate method. - 13 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) Changes in fair value of financial assets measured by fair value and whose changes include in the current profit or loss are included in current profit or loss as gains/losses of fair value change; interest or cash dividends in the asset holding period, as well as disposal gains and losses at disposal are included in the current profit and loss. In addition to impairment losses and the exchange gains and losses from foreign currency monetary financial assets, fair value changes of financial assets available for sale are recognized directly in shareholders’ equity, and upon de-recognition of the said financial assets, the cumulative amount of changes in the fair value formerly recorded in shareholder’s equity is reversed into current P&L. Cash dividends which the investment units have declared issuing related to equity instruments available for sale investment are included in current profit or loss as investment income. (iii) Financial assets impairment Apart from financial assets measured by fair value and whose changes included in current profit or loss, the Group conducts, on balance sheet date, check up over the carrying value of the financial assets. If there is objective evidence that a particular financial assets is impaired, provision for impairment is made. Objective evidence that a financial asset is impaired, refers to matters that after initial recognition of the financial asset the actual financial assets incurred, the estimated future cash flows affected, and the Group can reliably measure the effect. Objective evidence proving impairment of available-for-sale equity instruments investments includes serious or non-temporary decline in fair value with equity instruments investments. This Group checks separately various available-for-sale equity instrument investment as of B/S day. In case the fair value of equity instrument investment on the B/S day is more than 50% (including 50%) of the initial investment cost or during of fair value being lower than its initial investment exceeds more than one year (including one year), it indicates that impairment incurs; In case the fair value of equity instrument investment on the B/S day is more than 20% (inclusive) but not yet to 50% of the initial investment cost, the group will take into account other relevant factors such as price volatility, to determine whether the investment in equity instruments are impaired. The Group values the initial investment cost of tradable equity tools on weighted average basis. When financial assets carried at amortized cost is impaired, provision for impairment is made according to the difference of the present value of the estimated future cash flows (not including the future credit losses that have not yet occurred) lower than the book value. If there is objective evidence that the financial assets value has been restored, and it is objectively related with the events incurred after the confirmation of the loss, the previously recognized impairment loss is reversed into current profit or loss. When impairment of available for sale financial assets incurs, the cumulative loss originally included directly in shareholders ' equity due to decline in the fair value is transferred out and included in the impairment loss. For available-for-sale debt investments whose impairment loss has been confirmed, when in future period fair value increases and is objectively related to the events following the impairment loss confirmation, the impairment loss previously recognized shall be reversed and accounted for in current P&L. For impairment loss of available-for-sale equity instruments investments confirmed, increased fair value in future period is directly carried forward to shareholders ' equity. - 14 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (iv) Termination of recognition of financial assets When financial assets meet one of the following conditions, recognition is terminated: (1) contractual right to receive the financial assets cash flow terminates; (2) the said financial assets have been transferred and the Group has transferred almost all of the risks and rewards concerning the financial assets ownership to the transferee; or (3) the financial assets have been transferred, although the Group has neither transferred nor retained almost all of the risks and rewards concerning the financial assets ownership, has given up the control over the Financial assets. When the Financial assets are derecognized, the difference between the book value and the sum of the equity price received and the cumulative amount of fair value change originally booked in equity is booked in current profit or loss. (b) Financial Liabilities Financial liabilities are classified at the initial recognition into financial liabilities measured by fair value and booked into current P&L, and other financial liabilities. Financial liabilities of the group mainly include other financial liabilities such as payables, loans and bonds payable. Financial Liabilities calculated by fair value, whose movement booked into current income statement Financial liabilities calculated by fair value, whose movement booked into current income statement, refer to the financial Liabilities originated from derivative financial instruments and the said liabilities are listed in B/S as marketable financial Liabilities. Financial Liabilities calculated by fair value, whose movement booked into current income statement, valued by fair value initially, followed up by valuing post-amortization cost on the basis of actual interest rate. Other Financial Liabilities Other Financial Liabilities include: payables, loans and bonds payable. Payables include accounts payable, other payables, valued by fair value initially, followed up by valuing post-amortization cost on the basis of actual interest rate. Loans and bonds payable are initially valued by the amount of fair value after deducting transaction expenses, and followed up by valuing post-amortization cost on the basis of actual interest rate. Other financial liabilities due less than one year (inclusive) are listed as current liabilities; those due within more than one year but due within one year from the balance sheet date (inclusive) are listed as non-current liabilities due within one year; the rest are listed as non-current liabilities. When present obligation of financial liabilities is entirely or partially dismantled, the related financial liabilities or those whose obligation has been dismantled are terminated as recognition. The difference between the book value of the those terminated and the consideration paid is booked into current P&L. (c) Confirmation of the fair value of financial instruments Financial instruments with active market decide their fair value by the quotation on the active market, while financial instruments without active market decide its fair value by evaluation technology. Evaluation technology includes prices used by latest market transaction among all parties who are willing to trade and are familiar with the situation, - 15 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) referring to current fair value of actually the same other financial assets and cash flow discounting methods etc. When evaluation technology is utilized, observable market parameter should be used as much as possible to decrease the use of parameters specially related with the Group. (10) Receivables Receivables refer to accounts receivable and other receivables. The Group confirms the initial amount of accounts receivable from exported goods or provided labor by the fair value of contracted agreed upon price receivable from purchaser or labor acceptor. (a) Accounts receivable As of accounts receivable, bad debt provision is made in the following way: (i) Accounts receivable with big single amount and individual bad debt provision is made As of accounts receivable with single big amount, individual test is made on value depreciation. When proof shows the Group is not able to collect the account receivable as prescribed, bad debt provision is made. Standard of single big amount: single amount exceeds 30,000,000 yuan. Method of bad debt provision being made with big single amount: based on the difference of the present value of the expected future cash flow of the account receivable lower than its book value. (ii) Accounts receivable whose bad debt provision is totally made in groups: Accounts receivable not with big single amount, together with accounts receivable whose value is not decreased after being individual test, are classified into groups by credit risk features and bad debt provision is made, on the basis of actual loss rate of prior period accounts receivable of the same or similar kind, with similar credit risk features, combining present situation. Credit risk groups are determined by the following criteria: Group 1 Accounts receivable from related party Group 2 Accounts receivable from third party Method of bad debt provision being made by credit risk groups: Group 1 Bad debt provision shall not be made of accounts receivable from related party except proof shows the Group is not able to collect them. Group 2 Debt age analysis method (considering future collection) Among the groups, proportion of accrual on aging analysis basis is listed as follows: Term overdue % of provision 1-6 months - 7-12 months 10% 1-2 years 30% 2-3 years 50% - 16 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) 3 years above 100% (iii) Accounts receivable not of big single amount but individually provided for bad debt: Reason for individual accrual of bad debt provision: proof shows the Group will not be able to the accounts receivable on the basis of former clauses. Method of accrual of bad debt provision: accrued according to the difference between the present value of its expected future cash flow lower than its book value (b) Other receivables As of other receivables, bad debt provision is made as follows: (i) Other receivables of big single amount and individually provided for bad debt: As for other receivables of big single amount, individual impairment test is made. When proof exists to show the Group will not be able to collect them according to prescribed clauses, bad debt provision is made. Standard of single big amount: single amount exceeds 30,000,000 yuan. Method of bad debt provision being made with big single amount: based on the difference of the present value of the expected future cash flow of the other receivables lower than its book value. (ii) Bad debt provision of other receivables not of big single amount but individually provided for bad debt: Reason for individual accrual of bad debt provision: proof shows the Group will not be able to the other receivables on the basis of former clauses. Method of accrual of bad debt provision: accrued according to the difference between the present value of its expected future cash flow lower than its book value (c) Bad debt loss confirmation standard To the proven non-collectable receivables such as when debtors dissolved or bankrupt or insufficient assets to cover debts or insufficient cash flow, bad debt loss is confirmed and will offset accrued corresponding bad debt provision. (d) Transfer of receivables In case of account receivable the Group transfers to financial institutions with no retrospective rights retained, the difference between the transaction amount and the moved receivables’ book value and related taxes is taken into current period income statement. (11) Stock (a) Classification - 17 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) Stock includes raw materials purchased spare parts and semi-products, reported in the lower between cost and cashable net value. (b) Valuation method of issuing stock Cost of goods in stock and semi-products includes raw material cost, direct labor cost and manufacturing cost calculated in systematic way under normal productivity. (c) Basis on deciding cashable present value of stock and accrual of inventory depreciation reserve: When stock cost higher than net realizable value, the part less than the net realizable value is provided as impairment provision. Stock impairment provision is made based on individual items when cost higher than net realizable value. The net realizable value of items in normal manufacturing process is calculated on the amount of estimated selling price deducting future cost, selling expenses and taxes till the completeness of the manufacture. (d) The Group's stock inventory system adopts a perpetual inventory system. (e) Amortization of perishables and packing materials Turn-over materials include perishables and packing materials etc. Perishables are amortized by turns while packing is amortized at one time. (12) Building contracts For customized large port equipment with fixed price, because the start and the finishing of the project are in different accounting years, the Company uses building-contract method to calculate the revenue and the cost. (a) If the selling result of individual building contract can be reliably estimated, the revenue and expenses can be recognized in proportion of completeness on the day of balance sheet. (i) Project progress proportion is made on the report day according to the revenue recognition stage stipulated in the contract. The Company confirmed the following 3 revenue recognition stages: Stage 1: body steel structure completed and erected; Stage 2: manufacturing, installation and initial testing completed, product ex-plant qualification certificate issued, shipping documents acquired, product ready to be shipped; Stage 3: product finally delivered after being checked and approved by purchaser, final delivery certificate issued by purchaser acquired. The Group will analyze the building contracts completed in prior year and recognize progress proportion of each revenue recognition stage on the basis of the proportion of the - 18 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) cost of the revenue recognition stage in real total costs and recognize it as the progress proportion at various stages in current period. (ii) For heavy ocean equipment, progress of completeness is recognized by the proportion of accumulated cost incurred in total expected cost. The accumulated cost does not include that related to contracted future activities. (iii) Progress of completeness of steel structures is determined by the proportion of cumulative tons of processing completed in total tons of processing. (b) When individual building contract result is not able to be reliably estimated, the following methods are used: (i) When contract cost can be covered, contract revenue is recognized according to real contract cost that can be covered, contract cost is recognized as expenses in the period when cost incur. (ii) When contract cost can not be covered, it can be recognized as expenses immediately when it incurs; no contract revenue is confirmed. (c) When expected total contract cost exceeds total revenue, the expected losses should be immediately recognized as expenses in current period. (d) When contract value is settled in installments, the settled installment is recognized as settled value, which will be transferred and set off with related accumulated costs and confirmed margin on the day of building contract completed. On the balance sheet day, when the addition of accumulated costs and confirmed margin exceeds the accumulated settled value, the difference is listed as completed but not yet settled item in current assets. Otherwise, it will be listed in settled but not completed item in current liabilities. (13) Long term equity investment Long term equity investment including: Long term equity investment into the Company’s subsidiaries; Long term equity investment into the joint undertaking; Long term equity investment for which the Group exercises no control or co-control over the investee company, with no quotation on active market, whose fair value can not be reliably valued (hereafter ―Others long term equity investment‖) Subsidiary is the investee company over which the Company exercises control; a joint undertaking is an investee over which the Company exercises control together with other parties. Iinvestment to subsidiaries is recorded in the amount confirmed by cost method in the Company’s individual financial statements, and consolidated after adjustment in equity method while compiling consolidated statements. A joint undertaking is accounted on equity basis; while other long term equity investment is accounted on cost basis. - 19 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (a) Confirmation of investment cost As of long-term equity investments from enterprise merger: long-term equity investment obtained from the merger of enterprises under the same controller, investment costs are recognized by the share of the owner's equity book value as of the merger date; long-term equity investment obtained from the merger of enterprises not under the same controller, investment costs are recognized by the costs of merger. As of long-term equity investments from other ways rather than enterprise merger: initial investment costs of long-term equity investment obtained from paying cash are recognized by the actual purchase price; as of long-term equity investments from issuing equity securities, their initial costs are recognized by the fair value of the issued equity securities. (b) Follow-up valuation and gains/losses recognition method Long term share investment accounted in cost method is valued by original cost. Cash dividend or profit announced by the investee is confirmed into current period’s investment income. As of long-term equity investment based on equity, when the initial investment cost is larger than the share of the fair value of recognizable net assets enjoyed of the investee at the time of the investment, long-term equity investment cost is recognized by the initial investment cost; when initial investment cost is smaller than the share of the fair value of recognizable net assets enjoyed of the investee at the time of the investment, the difference is included in current P&L, and long-term equity investment cost is adjusted to increase accordingly. In equity method, gains/losses of investment are recognized by the amount of investee’s current period net profit or net loss share enjoyable or bearable by the Group. The confirmed investee’s net loss is limited to zero in the book value of the long term share investment. Whereas when the Group bears extra liability for loss and when the extra liability meets requirements for stipulated probable events, investment loss and expected liability is further confirmed. For the movement of investee’s equity other than net gains/losses, when proportion of hold remains unchanged, the Group calculates the part it enjoys or bears in accordance with its proportion of share holding and directly book it into capital reserve. The announced investee’s distributed profit or cash dividends shall correspondingly deduct the book value of long term equity investment of the Group at the time of the announcement. However when cash dividends exceed already confirmed investment gains but do not exceed that part of the investee’s book value profit realized after the investment is made which is enjoyed by the Group in proportion of holding, it is confirmed as current period investment income. Gains/losses from internal transactions between the Group and the investee enjoyed by the group according to proportion of share-holding are confirmed as investment gains/losses after setoff is made. When loss from internal transactions between the Group and the investee belongs to asset impairment loss, the loss is fully confirmed, unrealized gains/losses from which will not be setoff. (c) Basis for determining the control or co-control over investee - 20 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) Control means having the power to decide on investee’s financial and operating policies, and thus obtaining gains from its operation. When deciding whether being able to control over the investee, potential voting rights of the investee including current transferable company bonds, current executive warranty etc. will also be considered. Co-control means enjoying control over certain economic event according to contract, which only exists when investors unanimously agree who share the control over the financial and operating policies only concerning the said economic event. Significant effect means that the company possesses the right of decision-making participation in the financial and operating policies of the investee but is not able to control or co-control with other party the making of such policies. (d) Long term equity investment impairment As of long term equity investment in subsidiary or joint undertaking, when collectable amount is lower than the book value, the book value is decreased to the collectable amount (Note II (19)). When other long term equity investment experiences impairment, impairment loss is determined by the difference of the book value over the present value determined by the discounted future cash flow of similar financial assets from current market earning ratio. Once impairment loss is determined, recovered value in future periods shall not be returned. (14) Real estate as investment Investment real estate, including leased-out land use right and land and buildings for rental purposes as well as buildings in the process of being constructed or developed for rental in the future, initial measurement is made by cost. Subsequent expenditure relating to investment real estate, when related economic benefits are likely to flow into the Group and its cost can be measured reliably, is accounted into the cost of investment real estate; Otherwise, it is included in the current profits and losses statements. Cost models for all investment property is adopted by the Group to undertake follow-up measures; depreciation or amortization is made for buildings and land use rights according to their estimated useful life and residual value rate. Investment real estate rate and years of estimated useful life and residual value depreciation (amortisation) rates are listed below: estimated useful estimated residual va annual depreciation (amort life lue rate ization) rate building 30 years 0% 3.3% land use right land use years 0% Decided by estimated net residual value and land use years When purpose of investment property changes to self-use, from the date of change, convert the investment properties to fixed assets or intangible assets. When self-use property changes to the purpose of earning rentals or for capital appreciation, from the - 21 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) date of change, convert the fixed assets or intangible assets to investment properties. Upon conversion, book value before the conversion is the recorded as the converted value. The anticipated service life of investment real estate, estimated net residual values and depreciation (amortisation) method is reviewed and made appropriate adjustments at each year end. When the investment real estate is disposed of, or permanently terminates its use and no economic benefits are expected from its disposal, terminate the confirming of the investment real estate. Disposal income of investment property for sale, transfer, disposal of scrap or being destroyed is charged to current P&L after deducting its book value and related taxes. When the recoverable amount of the investment real estate is below its book value, book value is written down to its recoverable amount (Note II (19)). (15) Fixed assets (a) Validation of fixed assets and initial valuation Fixed assets consist of tangible assets related to operation with rather high individual value, for use of at least above one year owned or held for manufacturing goods, providing service, leasing or business management, including bbuildings and constructions, manufacturing equipment, transportation facilities, other equipment and office equipment. Fixed assets are confirmed when financial benefits related will probably flow into the Group and their costs can be reliably valued. Fixed assets purchased or newly constructed are initially valued by cost at acquisition. Fixed assets invested by the state shareholders during the Company’s reconstruction in the form of corporation are booked by the value appraised by the state-asset managerial authorities. Follow-up expenses related to fixed assets, when related economic benefits will most probably flow in the Group and related cost can be reliably valued, are accounted into fixed assets cost; for the replaced part, related book value ceases confirmation; all other follow-up expenses are booked into current income statement at the time of incurrence. (b) Fixed assets depreciation method Depreciation of fixed assets is made in average year method and is accrued by deducting expected net residual value from purchase value within the expected years for use. When impairment provision have been made to fixed assets, the depreciation ratio and amount will be decided on the net book value after impairment and the remained years for use. - 22 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) Fixed assets expected years for use, net residual value ratio and annual depreciation ratio are listed as below: Expected years for Expected net residual Annual depreciation ratio use value ratio House and building - costs 30 years 0% 3.3% Manufacturing equipment 10 years 0% 10% Office equipment 5 years 0% 20% Transportation means (other 5 years 0% 20% than vessels) Vessels 5-14 years Based on Calculated in average international market years after purchase price of wasted value less net residual vessel steel value Other equipment 3-5 years 0%/ settled by price 20%/determined by of wasted steel expected net residual value and expected life of use Double check is made to the estimated life of use, estimated net residual value and method of depreciation at the end of each report year and necessary adjustment is made. (c) When collectable amount of fixed assets is lower than its book value, the book valued is deducted to the collectable amount (see Note II (19)). (d) Disposal of fixed assets Fixed assets terminate recognition when they are disposed of, or expected to generate no economic benefits. Difference between disposal income from fixed assets sales, transfer, waste or damage and the book value and taxes is taken into current period P&L. (16) Construction in progress Construction in progress is booked as project costs in real expenditure. Project costs consist of building expenses, other necessary expenses which make the construction in progress reach expected status of use, and loan expenses occurred before it reaches the condition for use which meets qualification of capitalization. When the project under construction reaches the expected condition for use, it is transferred into fixed assets items and depreciation will be made from the following month. When collectable amount of construction in progress is lower than its book value, the book valued is deducted to the collectable amount (see Note II (19)). (17) Loan expenses Loan expenses incurred from fixed assets which take rather long period of time to purchase or manufacture in order to reach their expected state of use or sale are capitalized and booked into the costs of the said assets at the time when asset expenditure and loan expenses incur and when purchasing or building activities start as a necessity to make that asset reach expected usable condition. When the purchased or built fixed asset reached expected usable condition, capitalization stops and loan expenses that follow are taken into current profit/loss statement. In case purchasing - 23 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) activities of assets ceases accidentally and term of cease exceeds 3 months on end, capitalization of loan expenses stops until purchasing activities resumes. Expenses of other loans are accounted into current period’s income statement. Amount of expenses of special loans to be capitalized which are borrowed to purchase fixed assets applicable to be capitalized is determined by the actual interest expenses in current period minus interest income of those part not yet used or by the invest income from temporary investment. Amount of expenses of general loans to be capitalized which are borrowed to purchase fixed assets applicable to be capitalized is determined by the weighted average amount of expenses of accumulated asset expenses exceeding that of special loans to multiply the weighted average actual interest rate of the general expenses. Actual interest rate means that used to recognize initial amount of the loans translated by discounted future cash flow in the expected loan existence term or short applicable term. (18) Intangible assets Intangible assets consist of land use rights and software use cost. They are booked in really paid price or in the estimated value at the re-structuring of the Company, and are amortized in straight line method in the following expected years for use: Paid price in purchasing land and building is distributed between building and land use right. When difficult to distribute, it is recognized as fixed assets. (a) Intangible asset amortization years Expected years for use Land use rights years of land use Software use cost 5 years Patented technologies 10 years (b) Regular double-check of life in use and amortization method Double check is made by end of each year to expected life in use and amortization method of intangible assets with limited use of life and adjustment is thus made. (c) Research and Development Expenses of internal research and development projects are classified into that in research stage and that in development stage, according to their nature and whether there exists much uncertainty in the ultimate intangible assets resulted from the research and development. - 24 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) Expenses in research stage are put into current P&L at occurrence; expenses in development stage are capitalized when simultaneously satisfying the following conditions: It is technically feasible to complete the intangible assets to make them usable and marketable; The management has the intention to complete the intangible assets and to use them or to sell them; It’s able to prove how the intangible assets yield financial benefits; Enough technology and financial resources and other resources support and will enable the completion of the development of the intangible assets and make them to be used to sold; Expenses belonging to the intangible assets can be reliably measured. Expenses of development stage not satisfying the conditions are put into current P&L. Development expenses booked into P&L of prior years will not be re-recognized as assets. Expenses of development stage already capitalized are shown as development expenses on B/S, to be transferred into intangible assets from the day when the project reaches its planned goal. (d) Intangible asset impairment When collectable amount of intangible assets is lower than its book value, the book valued is deducted to the collectable amount (Note II (19)). (19) Long-term asset impairment When signs of impairment exist on B/S day with long term equity investment in subsidiaries and associates, fixed assets, construction in progress and intangible assets, simulating test is made to the impairment. When test result shows collectible amount is lower than its book value, provision is made on basis of the difference and booked into impairment loss. The collectible amount is the higher between net amount of asset’s fair value deducting disposal expenses and the present value of expected future cash flow. Asset impairment provision is calculated and confirmed by individual piece of asset. In case collectible amount of individual asset is difficult to value, collectible amount of asset group to which the said individual asset belongs is confirmed. Asset group refers to the minimum asset portfolio which independently generates cash in-flow. Goodwill individually reported in the financial statements, no matter whether there exists sign of impairment, test of impairment is conducted at least once a year. In the test, the book value of the goodwill is amortized into the asset group or asset portfolio beneficiary from the concord effect at enterprise consolidation day. The lower part of the collectable amount of the asset group or portfolio in which goodwill is enclosed over the book value, as shown by the test result, is confirmed as impairment loss. The loss is firstly to compensate the book value of the goodwill amortized in the asset group or portfolio, and then to compensate the book value of other assets in the proportion of the book value of other assets except for the goodwill in the asset group or portfolio. Once asset impairment provision is made, it shall not be transferred back even though the asset value is resumed in later period. - 25 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (20) Employee remuneration Employee’s remuneration consists of salary, bonus, allowance and subsidy, benefits, social security and housing fund, trade union fund and education fund and other expenses related to services provided by employees. When the Group proposes rescission of the labor relationship with the employee before the labor contract expires, or proposes compensation proposal to encourage employees to voluntarily accept labor cuts, while the Group has formulated a formal plan on the cancellation of labor relationship or voluntary layoff proposal and will be implemented, and the Group is unable to unilaterally withdraw the plan on the cancellation of labor relationship or the layoff proposal, confirmation is made as of liabilities arising compensation estimated from the cancellation of the labor relationship with the employee, which is included in the current cost. Except for compensation from concellation of labor relations with employees, staff remuneration is confirmed by employee service period and booked into related asset cost and expenses based on beneficial objects of the services provided by employees. (21) Profit and dividends distribution Cash dividends approved by general annual meeting are confirmed as liabilities within the period of the approval. (22) Expected liabilities When fulfillment of present obligation generated from product quality warranty may possibly cause outflow of financial interest, expected liabilities are confirmed when the obligation amount can be reliably valued. Expected liabilities are initially valued by the best estimates to be spent on fulfillment of related present obligation, combining risks and uncertainty with probabilities and time value of currency. In case currency’s time value is significant, best estimate is made by discounted future cash flow-out thus related. Addition to the book value of expected liabilities generated from recovery of discount with passing of time is confirmed as interest expense. The book value of expected liabilities is double-checked and thus adjusted as of B/S day to reflect present best estimates. (23) Deferred corporate tax assets and liabilities The Company confirms deferred income tax assets and deferred income tax liabilities by the difference between the taxable base and the book value (provisional difference). Compensable loss which can compensate future periods’ taxable amount by taxable laws and regulations is confirmed as deferred income taxable asset. In regard to provisional differences generated from initial confirmation of assets or liabilities as a result of non- enterprise consolidation transaction which neither influences accounting profit nor affects - 26 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) taxable amount (or compensable loss), corresponding deferred income tax assets and deferred income tax liabilities are not confirmed. On B/S day, deferred income tax assets and deferred income tax liabilities are calculated by tax rate applicable to the period of term the assets or liabilities are expected to be collected back. The confirmation of deferred income tax assets is limited to the taxable amount to compensate compensable provisional difference, compensable loss and setoff of tax payment. Deferred income tax liabilities generated from investment-related provisional difference of subsidiaries, associates and joint ventures are confirmed as liabilities, except for when the Group is able to control the return time of provisional difference and when the provisional difference will not be returned in foreseen future. Deferred income tax assets generated from investment-related provisional difference of subsidiaries, associates and joint ventures are confirmed as deferred income tax assets, when the provisional difference is able to be transferred back in the foreseeable future and when possible taxable income which is used to compensate the provisional difference can be possibly obtained in future. Deferred income tax assets and deferred income tax liabilities simultaneously meeting the following conditions are listed in the offset net amount: Deferred income tax assets and deferred income tax liabilities are related to the income tax collected to the same tax paying body in the group by the same taxation collector. The tax paying body of the Group owns the legal rights to calculated current period’s income tax assets and current income tax liabilities. (24) Revenue recognition Revenue is confirmed by the fair value of the contracted or agreed upon price related to commodity sales and service providing in routine operating activities of the Group. Revenue is recorded by the net value after deducting VAT, business discount, selling discount and return of sales. Revenue is confirmed when related benefits can flow into the Group, sales can be reliably calculated and when revenue meets the special sales income recognition standards of the following operating activities: (a) Revenue from sales of large port equipment and ocean heavy equipment is recognized by the proportion of completeness. (See Note II (12)) (b) Income from ship transportation is recognized at the completion of the voyage. (c) Income is recognized at the time of delivery for the sale of spare goods or parts. (d) Interest income is recognized by deposit term and real interest rate. (e) Operating leasing income is recognized in leasing period by straight line method. - 27 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (f) Activities under the construction and transfer of contracts usually includes construction and transfer. As for constructing Item the Group responsible for, in the construction phase, in accordance with the construction contract standards, when the results can be estimated reliably, the construction contract revenue should be valued by the fair value of consideration chargable, at the same time to confirm the "Long term receivables", to be written off when payment received from the owners. (25) Government subsidy Government subsidy refers to monetary assets or non-monetary assets obtained from the government free of charge, including tax return and financial subsidies etc. Government subsidy is recognized at receipt when satisfy the Group’s conditions. Monetary assets are booked by amount received or receivable. Non-monetary assets are booked by fair value; when fair value is not reliable, amount in name is used. Government subsidy related to assets is confirmed as deferred income and is evenly allocated in the use life of related assets and booked into current P&L. Government subsidy measured in named amount is booked into current P&L. Government subsidy related with income when used to compensate related expenses or losses in future periods is recognized as deferred income and is booked into current P&L in the period when related expenses are recognized. That which is used to compensate paid expenses or losses is booked directly into current P&L. (26) Leases When all risks and rewards related to assets ownership are actually transferred, the lease is recognized as financing leasing; other leases are operating ones. Operating lease expenses are recognized as current expenses on straight line basis within lease period. (27) Purchase of minority equity from subsidiary After obtaining control over the subsidiary, obtaining the whole or partial minority equity enjoyed by minority shareholders, assets and liabilities of the subsidiary are reflected by the amount continuously calculated from the date of purchase or merger. Capital reserve (or capital premium) is adjusted by the difference between added long-term equity investment due to purchase of minority equity and the net asset share continuously calculated from purchase day or merger day enjoyed in the subsidiary in proportion of the added share holding. When capital reserve (or capital premium) is insufficient to setoff, retained profit is adjusted. (28) Segment information Operating segment is determined by the Group's internal organizational structure, management requirements, internal reporting system; and based on the operating segment, the reporting segment is determined and the disclosure of information of the segment is made. - 28 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) An operating segment is an integral part of the Group which at the same time meets the following conditions: (1) an integral part in daily activities to generate revenue, and costs incur; (2) the management of the Group is able to regularly evaluate the components of the operating results in order to decide to allocate resources, evaluate their performance; (3) the Group is able to obtain accounting information about the financial condition, results of operations and cash flows of the segment. Two or more operating segments have similar economic characteristics and meet certain conditions, they can be an disclosed for information as one operating segment. The Group determines the Group's business as one operating segment to analyze and evaluate in accordance with the internal organizational structure, regulatory requirements and internal reporting system. (29) Major accounting estimates and key hypotheses The Group makes continuous valuation to major accounting estimates and key judgement adopted. Major accounting estimates and key hypotheses are listed as follows: (a) Corporate income tax and deferred income tax The Company was recognized as a hi-tech enterprise in 2011 and a 15% rate of corporate income tax is set for the Company according to laws and regulations. As stipulated by laws and regulations, one qualification for a hi-tech enterprise is that R&D expenses should not be lower than the designated percentage of the enterprise’s major operating income, e.g. 3% is required for an enterprise whose annual sales exceeds 200 million yuan. When taxation authorities find in the execution of preferential taxation policies the enterprise fails to meet hi-tech qualification, they shall remind recognizing authorities to double-check, during which time the enterprise is suspended from enjoying preferential taxation policies. Actual expenses of the Company in 2012 on R&D are 577,218,548 yuan, taking up 3% of major operating income of the year. Therefore, the Company is recognized as a hi-tech and a 15% preferential rate is enjoyed. Meanwhile, in accordance with related taxation laws and regulations, the Company added a reduction of R&D expenses totally amounting to 164,176,045 yuan in the calculation of 2012 corporate tax, which is subject to confirmation by the taxation authorities. Shall any difference arise, the difference will impact the corporate tax expenses of the year. Besides, the Group calculates corporate tax and deferred corporate tax according to current laws and regulations, having considering applicable regulations on corporate tax and taxation preference. In normal operating activities, many taxation events are not finally certain. Therefore the Group has to make significant judgements while accruing corporate tax. The Group estimates whether it needs to pay extra tax on expected taxation adjustment items and confirms corresponding corporate tax liabilities. In case difference occurs between the final confirmation and initial booking, the difference will exercise influence over the amount of corporate tax and deferred corporate tax in the duration concerned. In the valuation of temporary difference, the Group also takes into consideration the collectability of deferred tax assets. Temporary difference majorly consists of difference concerning bad debt provision, prepaid expenses not yet approved for tax deduction, stock - 29 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) impairment reserve and fixed asset depreciation. Recognition of deferred corporate assets is based on the Group’s estimate or hypothesis that the deferred corporate assets be returned by means of acquiring sufficient taxable amount through sustainable operation in the foreseeable future. At the same time, the Group also takes into consideration the taxe rates of deferred tax assets and deferred income tax liabilities at reversal. Based on historical experience that the company for many years was hornored high-tech enterprise and continuous investment in R&D items, the Company reasonably estimates in 2014 and beyond the Company obtains access to high-tech enterprise qualification, so calculation and confirmation of deferred tax assets and deferred income tax debt is done according to the preferential tax rate. The Group has accrued sufficient corporate tax liabilities and deferred corporate tax based on existing taxation regulations, best current estimate and hypothesis. It is possible the corporate tax liabilities and deferred corporate tax be adjusted subject to the possible change of taxation regulations or other related issues. (b) Building contract Revenue and cost of the building of large port equipment is recognized by proportion of completion. When the sales result of an individual building contract can be reliably estimated, revenue and cost related to the building contract is recognized on completeness progress in percentage on the B/S. Completeness progress is recognized by the percentage of revenue confirmation point of the contract as of the end of report period. The Group makes analysis annually of building contracts completed in prior year on the basis of product category, and confirms the completeness percentage at various confirmation points of revenue calculated by the percentage of cost against the overall cost at the said revenue point, using it as the corresponding completeness percentage of each revenue point for the year. In case actual cost of the building contract incurred at the revenue confirmation point as of report period end differs from the percentage of completeness at the revenue confirmation point after the analysis of the products in category, the difference will impact on the revenue and cost confirmed by the Group in report year. In addition, the Group makes continuous double-check and revision over the estimated building contract cost according to cost of the contract actually incurred and based on historical actual cost of similar product, in order to make the estimated cost of the building contract close to the actual eventual cost. In case the actual total cost of the contract differs from the estimated total cost, the difference will impact the cost confirmed by the Group for the present year. At the same time, the Group’s management conducts regular impairment tests to building contracts. In case the expected total cost of the building contract exceeds total revenue of the contract, expected contract loss provision will be made. (c) Receivables impairment The Group’s management continuously watches over the collectability of receivables to estimate bad debt provision for the receivables, based on actual analysis (including but not limited to unit debtor’s clearance capability, age of receivables and future collection etc.). In case anything happens or changes showing the estimates adopted have changed, - 30 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) estimates will be made and bad debt provision for the receivables will be made. If the estimates do not match former estimates, the difference will affect the book value of the receivables and the impairment loss during the period of estimate change. (d) Stock impairment The Group’s management timely judges the cashable net value of stock to estimate impairment provision of stock. In case anything happens or changes showing the stock might not fulfil its value, estimates will be made and bad debt provision for the stock will be made. If the estimates do not match former estimates, the difference will affect the book value of the stock and the impairment loss during the period of estimate change. (e) Fixed assets service years and net residual value The management of the Group estimates the expected useful life and estimated net residual values of fixed assets. The estimate is based on the nature and features of similar fixed assets by their past actual useful life and residual value. Such estimates may undergo significant change due to technological innovation and competition due to action taken by the severe industry cycle; the economic environment, technological environment, as well as other changes in the environment in which fixed assets are used may cause significant changes in the expected way of realization of economic benefits associated with the fixed assets. (f) Fixed assets and construction in progress impairment The management of the Group conducts impairment test on fixed assets and construction in progress showing signs of impairment as of B/S day. Collectable amount refers to the higher between the net value of the fair value of fixed assets and construction in progress less disposal expenses and the present value of the expected future cash flow of the fixed assets and construction in progress. It is estimated by the best information to acquire to reflect the capital amount (less disposal cost) generated from sales or disposal of fixed assets or construction in progress on fair trade basis as of B/S days among informant and willing parties or cash amount from continuously utilizing the fixed assets or construction in progress until final disposal. The estimate may be adjusted every time when impairment test is made. If the re-estimated collectable amount is higher than the former estimate made the management of the Group, the Group shall not reverse formerly accrued impairment loss provision of the fixed assets and construction in progress. III Taxes Tax bearing of the Group is listed as follows: (1) VAT VAT is applicable to the Company’s sales. Domestic sales output tax ratio is 17%, export sales output tax ratio is subject to ―exemption, compensation, refund‖, refunding ratio is 17%. The Company’s input tax for purchasing raw materials, fuel, power (commodity, transportation fee) offsets the output tax. The Company’s VAT payable is the balance after offset between current period’s input and output taxes. - 31 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) For shipping income and rental income of the Group, prior to January 1, 2012, business tax was applicable, tax rates 3% and 5% respectively. According to Ministry of Finance and State Administration of Taxation’s Notification on Pilot Programme for VAT Replacing Business Tax (Caishui "2011" No. 110) and Ministry of Finance and State Administration of Taxation’s Notification on Piloting of VAT Replacing Business Tax in the Sector of Transportation and Certain Areas in the Sector of Service in Shanghai (Caishui "2011" No. 111), from January 1, 2012 on, VAT applies to the Group’s shipping income, tax rate 11%; VAT applies to equipment rental revenue, at the rate 17%. (2) Business tax Business tax applied to revenues of the Group from shipping and transportation, rate being 5%. (3) Urban maintenance and construction tax and education surcharge The Group calculates and pays city maintenance and construction tax and education surcharge by 7% and 3% of the payment of VAT and business tax respectively. (4) Corporate income tax Corporate income tax is calculated and paid in accordance with P.R. China Corporate Income Tax Law (―Income Tax Law‖). According to the High-tech Enterprise Recognition Management Approaches (Guo Ke Fa Huo [2008] 172,) and the High-tech Enterprise Recognition Management Work Guidelines (Guo Ke Fa Huo [2008] 362) and the Notification on Announcing List of Second Batch of Shanghai Municipality 2011 High-tech Enterprises Recognition, the Company was recognized as a high-tech enterprise in the year 2011, and was awarded the High-tech Enterprise Certificate (certificate number: GF201131000599). The certificate is valid for 3 years. According to Article 28 of the Income Tax Law, the Company actually applied a 15% corporate income tax rate this year (2012: 15%). - 32 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) Corporate income tax rates enjoyed by the Company and its controlled subsidiaries: Registered in Applicable tax Applicable tax rate in 2013 rate in 2012 Shanghai Pudong New The Company Area 15% 15% Shanghai Zhenhua Port Machinery Heavy Industry Shanghai Chongming Co., Ltd. County 25% 25% Shanghai Zhenhua Heavy Industries Machinery Co., Shanghai Chongming Ltd. County 25% 25% Shanghai Zhenhua Port Machinery (Hong Kong) Co., Ltd. (note 1) Hong Kong 16.5% 16.5% Shanghai Pudong New Shanghai Zhenhua Shipping Co. Ltd. Area 25% 25% Nantong Zhenhua Heavy Equipment Manufacturing Co., Ltd. Jiangsu Nantong 25% 25% Nantong ZPMC Steel Structure Processing Co., Ltd. Jiangsu Nantong 25% 25% Jiangyin ZPMC Steel Structure Manufacturing Co., Ltd. Jiangsu Jiangyin 25% 25% Shanghai Zhenhua Heavy Industries Steel Structure Shanghai Pudong New Co., Ltd. Area 25% 25% China Communications Shanghai Port Machinery Shanghai Pudong New Manufacturing Plant Co., Ltd. Area 25% 25% Shanghai Pudong New Shanghai Port Machinery Heavy Industry Co., Ltd. Area 25% 25% Shanghai Zhenhua Heavy Industries (Group) Port Area, Jingang Town, Zhangjiagang Co., Ltd. Jiangsu 25% 25% Shanghai Zhenhua Heavy Industries Group (Nantong) Transmission Machinery Co., Ltd. Jiangsu Nantong 25% 25% Shanghai Zhenhua Heavy Industries Group Jiangsu Nantong (Nantong) Co., Ltd. 25% 25% Shanghai Pudong New Shanghai Zhenhua Heavy Industries Electric Co., Ltd. Area 25% 25% Shanghai Zhenhua Heavy Industries Vessel Shanghai Yangshan Transport Co., Ltd. Bonded Port Area 25% 25% Shanghai Zhenhua Testing Technology Consulting Shanghai Pudong New Co., Ltd. Area 25% 25% ZPMC Netherlands B.V. (note 2) Rotterdam, the Netherlands Note 2 Note 2 ZPMC GmbH Hamburg (note 3) Hamburg, Germany 15.83% 15.83% ZPMC LANKA COMPANY (PRIVATE) LIMITED (note 4) Colombo, Sri Lanka 15% n.a Nanjing Ninggao New Channel Construction Co., Ltd. Jiangsu Nanjing 25% n.a Note 1: Shanghai Zhenhua Port Machinery (Hong Kong) Co., Ltd. is a legal entity registered in Hong Kong, China. Based on Hong Kong’s taxation regulations, the company actually fits in a profit tax rate of 16.5% (2012:16.5%). Note 2: ZPMC Netherlands B.V, registered in the Netherlands, a private limited liability company; according to Netherlands related provisions of the income tax act, profits of the company is taxed on the basis of extra progressive rates. The company did not conduct actual business in the year, and therefore not taxable amount exists. Note 3: ZPMC GmbH Hamburg is registered in Germany, a limited liability company; according to Germany’s related provisions of the income tax act, applicable income tax rate for the year is 15%, and on the basis of the corresponding income tax amount, 5.5% of solidarity surcharge is imposed; the actual total income tax rate applicable to 15.83%. Note 4: ZPMC LANKA COMPANY (PRIVATE) LIMITED is a limited liability company registered in Sri Lanka; according to the related income tax provisions of Sri Lanka, the applicable income tax rate is 15%. - 33 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) IV Consolidation and Consolidated Statements (1) Subsidiaries (a) Subsidiaries obtained through establishing or investment Type of Subsidiary Registered in Type of Registered capital Business Scope Enterprise Type Legal Organizational business person Code Shanghai Zhenhua Port Machinery directly controlled Shanghai Machinery 5,500,000 Engaged in processing and sales of Limited Liability Cao 73404797-5 Heavy Industry Co., Ltd. subsidiary Chongming making a large container crane and Company Weizhong County reduction gear; ship manufacturing, processing, sales Shanghai Zhenhua Heavy directly controlled Shanghai Machinery 5,000,000 Engaged in precision metal cutting Limited Liability Cao 72939252-0 Industries Machinery Co., subsidiary Chongming making and cold processing Company Weizhong Ltd. County Shanghai Zhenhua Port directly controlled Hong Kong Trade and HK$ 50,000,000 Design, construction, sales of all Limited Liability n.a n.a Machinery (Hong Kong) Co., subsidiary sales types of port equipment engineering Company (note 1) (note 1) Ltd. ship steel structure and other parts Shanghai Zhenhua Shipping Co. directly controlled shipping 120,000,000 Ocean international shipping Limited Liability Cao Wenfa 63060851-2 Ltd. subsidiary transportation business, domestic coastal and the Company Yangtze River medium and Shanghai downstream ordinary cargo Pudong New transport, shipping port machinery Area equipment - 34 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (a) Subsidiaries obtained through establishing or investment (Cont’d) Type of Subsidiary Registered in Type of Registered capital Business Scope Enterprise Type Legal person Organizational business Code Nantong Zhenhua Heavy directly controlled Nantong Machinery 854,936,900 Cargo storage and handling; Limited Liability Cao 791959022 Equipment Manufacturing Co., subsidiary making container; installation of large port Company Weizhong Ltd. equipment, engineering ships and large pieces of metal structures and components, fittings; gear box, container yard bridge, severe bridge steel, offshore wind power equipment manufacturing; offshore oil platform of manufacturing, installation; marine heavy machinery equipment manufacture, installation of crane rental business; professional; contracting of steel structure engineering Shanghai Zhenhua Heavy directly controlled Nantong Machinery 300,000,000 Construction and installation of large Limited Liability Zhang 579480946 Industries Group (Nantong) subsidiary making port equipment, engineering ships, Company Jianyong Transmission Machinery Co., offshore heavy equipment, Ltd. mechanical equipment, wind power generation equipment with gearbox; relates to and weaving large slewing bearing, transmission mechanism, dynamic positioning, large anchor winch, uplift of offshore oil platform device and components, fittings - 35 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (a) Subsidiaries obtained through establishing or investment (Cont’d) Type of Subsidiary Registered in Type of business Registered Business Scope Enterprise Type Legal person Organizational capital Code Shanghai Zhenhua Heavy directly controlled Nantong Machinery making 300,000,000 Designing, construction and limited liability Cao 578199167 Industries Group subsidiary installation of large-scale port company Weizhong (Nantong) Transmission equipment, engineering Vessels, sea Machinery Co., Ltd. heavy equipment, machinery and equipment, wind power generation equipment with the gearbox; large slewing bearings, transmission, dynamic positioning, large anchor cutter, offshore oil platform lifting device and components, accessories related to and weaving Shanghai Zhenhua Heavy directly controlled Shanghai Electric 50,000,000 Industrial automation equipment, limited liability Fei Guo 575871173 Industries Electric Co., Ltd. subsidiary Pudong New equipment R&D electrical equipment R & D, design, company Area commissioning, electrical, electrical equipment, computer hardware and software research and development, processing, sales, technical services, systems integration, in goods and technology import and export business. - 36 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) IV Consolidation and Consolidated Statements (Cont’d) (1) Subsidiaries (Cont’d) (a) Subsidiaries obtained through establishing or investment (Cont’d) Type of Registered in Type of Registered capital Business Scope Enterprise Type Legal person Organizational Subsidiary business Code Nantong Zhenhua Heavy Equipment Directly + Nantong Machinery 100,000 USD Installation of large port facilities, limited liability Chang 79195616-3 Manufacturing indirectly making engineering vessel and large metal company Jianhua Co., Ltd. controlled structure and parts; leasing of subsidiary cranes; contracting of steel structure project Jiangyin ZPMC Steel Directly + Jiangyin Machinery 100,000 USD The production of port machinery limited liability Liu Jianbo 79863516-X Structure Manufacturing indirectly making spare parts; steel structure company Co., Ltd. controlled production engineering, mechanical subsidiary equipment, electrical equipment installation; and provide technical and after-sales service Shanghai Zhenhua Heavy Industries Indirectly Shanghai Machinery 150,000 USD Production and sales of steel limited liability Cao 66938205-5 Steel Structure controlled Pudong New making structure, port machinery parts; to company Weizhong Co., Ltd. subsidiary Aera undertake the mechanical equipment, electrical equipment installation; provide related technical and after- sales service ZPMC GmbH Hamburg directly Hamburg, Trade and 25,000 Euro Sales, transport, maintenance limited liability Li Chenhao n.a controlled Germany sales of port equipment, ship steel company (note 1) subsidiary structure parts and other parts ZPMC Netherlands B.V. directly Rotterdam, the Trade and 18,000 Euro Port equipment technical service, limited liability Li Chenhao n.a controlled Netherlands sales sales, spare parts, offshore company (note 1) subsidiary installation and steel structure - 37 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) IV Consolidation and Consolidated Statements (continued) (1) Subsidiaries (continued) (a) Subsidiaries obtained through establishing or investment (continued) Type of Registered in Type of Registered capital Business Scope Enterprise Type Legal person Organizational Subsidiary business Code Shanghai Zhenhua Heavy Industries directly Shanghai Vessel 100,000,000 International land, air, maritime one-person Cao 599716952 Vessel Transport Co., Ltd. controlled Yangshan transport freight forwarding business, limited liability Weizhong subsidiary Bonded Port domestic freight forwarding, company Area undertaking large-scale port equipment, marine equipment, marine engineering materials sales, marine construction and engineering and ship leasing, engaged in import and export of goods and technologies, transit trade, trade between enterprises and trade agents within the free trade zone Shanghai Zhenhua Testing directly Shanghai technology 7,000,000 technical development, technical one-person Huang 59972206-8 Technology Consulting Co., Ltd. controlled Pudong New consulting consultancy, technical services, limited liability Qingfeng subsidiary Area transfer of technology in the field of company testing; construction engineering testing, construction project management services, physical and chemical testing of metallic materials and consulting, except metal, mechanical equipment, ships and steel structure equipment (subject to special approval) non-destructive testing services, test equipment sales, maintenance, and self-owned equipment rental (except financial leases), engaged in the import and export of goods and technology business - 38 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) IV Consolidation and Consolidated Statements (continued) (1) Subsidiaries (continued) (a) Subsidiaries obtained through establishing or investment (continued) Type of Registered in Type of Registered capital Business Scope Enterprise Type Legal person Organizational Subsidiary business Code ZPMC LANKA COMPANY directly Sri Lanka Trade and 184,594,480 Rupee Technical services, port limited liability Chen Jiaqing n.a (PRIVATE) LIMITED controlled sales equipment sales, provide spare company (note 1) subsidiary parts, offshore installation and after sale service Nanjing Ninggao New Channel directly Nanjing Trade and 100,000,000 Construction, investment, limited liability Song Hailiang 07071327-6 Construction Co., Ltd. controlled sales management of Ninggao New company subsidiary Channel project; construction, investment, operation of rail transportation project Note 1: The companies concerned are subsidiaries registered overseas or in Hong Kong, so there is no Legal person or Organizational Code with the companies concerned. - 39 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) IV Consolidation and Consolidated Statements (continued) (1) Subsidiaries (continued) (a) Subsidiaries obtained through establishing or investment (continued) Paid at end of year Balance of net investment Share Voting Consolid Minority interest Amount of minority interest to subsidiary in nature Proportion Proportion (% ated or to offset minority gains and (%) not losses Shanghai Zhenhua Port Machinery Heavy Yes Industry Co., Ltd. 4,950,000 - 90% 90% 1,026,725 - Shanghai Zhenhua Heavy Industries Machinery Yes Co., Ltd. 5,014,200 - 100% 100% - - Shanghai Zhenhua Port Machinery (Hong Yes Kong) Co., Ltd. - - 99.99% 99.99% - - Shanghai Zhenhua Shipping Co. Ltd. 66,000,000 - 55% 55% Yes 99,630,871 (5,943,499) Nantong Zhenhua Heavy Equipment Yes Manufacturing Co., Ltd. 854,936,900 - 100% 100% - - Shanghai Zhenhua Heavy Industries Group Yes (Nantong) Transmission Machinery Co., Ltd. 300,000,000 - 100% 100% - - Shanghai Zhenhua Heavy Industries Group Yes (Nantong) Co., Ltd. 300,000,000 - 100% 100% - - Shanghai Zhenhua Heavy Industries Electric Co., Yes Ltd. 50,000,000 - 100% 100% - - Nantong ZPMC Steel Structure Processing Co., USD 100,000 Yes Ltd. - 100% 100% - - Jiangyin ZPMC Steel Structure Manufacturing USD 100,000 Yes Co., Ltd. - 100% 100% - - Shanghai Zhenhua Heavy Industries Steel USD 73,500 Yes Structure Co., Ltd.(i) - 49% 49% 743,509 - ZPMC GmbH Hamburg EURO 25,000 - 100% 100% Yes - - ZPMC Netherlands B.V. EURO 18,000 - 100% 100% Yes - - Shanghai Zhenhua Heavy Industries Vessel 100,000,000 Yes Transport Co., Ltd. - 100% 100% - - Shanghai Zhenhua Testing Technology 7,000,000 Yes Consulting Co., Ltd. - 100% 100% - - ZPMC LANKA COMPANY(PRIVATE) Yes LIMITED(NotesIV(2)) USD 1,001,000 - 70% 70% 2,799,099 - Nanjing Ninggao New Channel Construction Co., - Yes Ltd.(NotesIV(2)) 500,000,000 100% 100% - - - 104,200,204 (5,943,499) (i) : Based on Articles of Association of Shanghai Zhenhua Heavy Industries Steel Structure Co., Ltd., the Company is entitled to appoint majority of board members of the former and thus actually owns control over the former. Therefore the former is consolidated into the Group. - 40 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) IV Consolidation and Consolidated Statements (continued) (1) Subsidiaries (continued) (b) Subsidiaries acquired from consolidation of enterprises under the same controller Type of Subsidiary Registered in Type of Registered capital Business Scope Enterprise Type Legal Organizational business person Code China Communications directly controlled Shanghai Machinery 2,184,730,000 Sales of port machinery including limited liability Cao 13220596-4 Shanghai Port Machinery subsidiary Pudong New making cranes, bulk and container machinery, company Weizhong Manufacturing Plant Co., Ltd. Area port engineering vessel (incl. barge crane vessels), cargo carrying machinery and parts; sales of key parts of various machinery equipment, raw materials and auxiliary materials, instrumentation, technical service, installation and maintenance, technical consulting Shanghai Port Machinery Heavy indirectly controlled Shanghai Machinery 18,120,000USD The production of Port Crane and limited liability Cao 75613245-X Industry Co., Ltd. subsidiary Pudong New making accessories, material handling company Weizhong Area machinery and accessories, tunnel machinery, high-speed railway equipment, steel structure fabrication, repair, design and manufacture of various types of large-scale projects vessel (including floating cranes) and marine engineering equipment sales since producing products, and provide installation, maintenance services and technical advice - 41 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) IV Consolidation and Consolidated Statements (continued) (1) Subsidiaries (continued) (b) Subsidiaries acquired from consolidation of enterprises under the same controller (continued) Type of Subsidiary Registered in Type of Registered capital Business Scope Enterprise Type Legal Organizational business person Code Shanghai Zhenhua Heavy directly controlled Jinxiang Machinery 15,000,000 Port Crane handling, bulk imited liability Xing 25150291-0 Industries (Group) Zhangjiagang subsidiary Town making containers and machinery company Xiaojian Port Machinery Co., Ltd. Zhangjiagang products manufacturing, processing and maintenance and renovation business Paid at end of year Balance of net investment to Share Voting Consolidated Minority interest Amount of minority interest subsidiary in nature Proportio Proportion or not to offset minority gains and n (%) (%) losses China Communications Shanghai Port Machinery Manufacturing Plant Co., Ltd. 2,184,730,000 - 100% 100% Yes - - Shanghai Port Machinery Heavy Industry Co., Ltd. USD 13,412,424 - 74% 74% Yes 99,545,199 (1,926,127) Shanghai Zhenhua Heavy Industries (Group) Zhangjiagang Assembly Co., Ltd. 13,500,000 - 90% 90% Yes (640,329) - 98,904,870 (1,926,127) - 42 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) IV Consolidation and Consolidated Statements (continued) (2) Entities newly consolidated and entities no longer consolidated in report year (a) Companies newly consolidated from report year on Dec. 31, 2013 2013 net assets net profit ZPMC LANKA COMPANY (PRIVATE) LIMITED 9,330,336 784,295 Nanjing Ninggao New Channel Construction Co., Ltd. 506,801,114 6,801,114 516,131,450 7,585,409 Newly incorporated companies, consolidated in report year into the Group's statements (b) Entities no longer consolidated net assets on net profit from year start disposal day till disposal day Shanghai Jiangtian Industrial Co., Ltd. 90,298,690 230,472 Shanghai Jiangtian Industrial Co., Ltd. is a subsidiary no longer consolidated becasue of loss of control in equity as a resulf of equity sale. (NotesIV(3)) (3) Companies deduced due to loss of equity control caused by equity sale Equity sale day Profit and loss basis Shanghai Jiangtian Industrial Nov. 17, 2013 For calculation, see Notes Co., Ltd. IV(3)(c) As of Nov. 17, 2013, the Group had transferred the 100% equity of wholely-owned subsidiary Shanghai Jiangtian Industrial Co., Ltd. (hereafter "the disposed company") to its parent company CCCC. Equity sale day refers to the completion day of related equity trade. - 43 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (a) Disposal price and cash flow listed as follows: Amount Disposal price 840,241,472 Cash or cash equivalent received from disposal 168,048,294 Less: cash or cash equivalent the disposed company held (8,654,278) Net cash amount received from disposal 159,394,016 (b) Net assets of the disposed company listed as follows: Disposal day Dec. 31, 2012 Current assets 26,266,386 21,040,389 Non-current assets 83,979,707 88,999,376 Current liabilities (19,947,403) (19,971,547) Net assets 90,298,690 90,068,218 (c) Disposal gains/losses calculated as follows: Amount Disposal price 840,241,472 Less: net assets of the disposed company on disposal day (90,298,690) Investment gains from disposal 749,942,782 (d) Revenue, expenses and profit of the disposed company from Jan. 1, 213 to disposalday of Nov. 17, 2013: Amount Revenue 18,992,946 Less: costs and expenses (18,762,474) Total profit 230,472 Less: income tax - Net profit 230,472 - 44 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (1) Monetary capital Dec. 31, 2013 Dec. 31, 2012 Foreign currency Exchange Foreign currency Exchang amount rate RMB amount amount e rate RMB amount Cash on hand– RMB - - 371,575 - - 371,354 USD 9,391 6.0969 57,256 10,178 6.2855 63,974 EUR 5,507 8.4189 46,363 8,913 8.3176 74,135 CAD 2,814 5.7259 16,113 2,814 6.3184 17,780 NZD 625 4.9526 3,095 580 5.1298 2,975 HKD 785 0.7862 617 183 0.8109 148 495,019 530,366 Bank deposits – RMB - - 1,638,281,200 - - 1,344,242,943 USD 150,243,299 6.0969 916,018,370 134,979,417 6.2855 848,413,126 EUR 38,175,701 8.4189 321,397,409 13,690,863 8.3176 113,875,122 GBP 11,636,698 10.0556 117,013,980 35,916 10.1611 364,946 Rs 176,738,593 0.0460 8,129,975 - - - HKD 712,984 0.7862 560,548 1,072,605 0.8109 869,775 MAD 287,919 1.8909 544,426 - - - Singapore dollar 45,459 4.7857 217,553 37,314 5.0929 190,036 CAD 12,443 5.7259 71,247 1,009 6.3184 6,375 Omani Rial 3,430 16.3824 56,192 3,477 16.1687 56,219 AUD 8,351 5.4301 45,347 6,495 6.5363 42,453 KRW 2,575,955 0.0057 14,683 2,090,270,880 0.00585 12,228,085 3,002,350,930 2,320,289,080 other currencies capital – RMB - - 351,175,874 - - 2,074,593,147 USD 22,724,055 6.0969 138,546,291 156,596,963 6.2855 984,290,211 AUD 2,076,089 5.4301 11,273,371 - - - CAD 1,816,994 5.7259 10,403,926 3 6.3184 19 EUR 159,992 8.4189 1,346,957 128,204 8.3176 1,066,350 SGD 10,781 4.7857 51,595 - - - GBP - - - 5 10.1611 51 512,798,014 3,059,949,778 3,515,643,963 5,380,769,224 (a) On Dec. 31, 2013, other monetary capital includes: (i) Restricted deposits amount to 363,172,156 yuan (Dec. 31, 2012: 3,023,161,180 yuan), among which, 283,225,875 yuan (Dec. 31, 2012: 2,000,000,000 yuan) is bank time deposit of one year; report year end, no bank time deposit pledged to banks (Dec. 31, 2012: 938,404,869 yuan); 79,946,281 yuan (Dec. 31, 2012: 84,756,311 yuan) is the margin deposit for the Group to apply for bank L/C and guarantee letter; and (ii) foreign exchange clearance capital of 149,625,858 yuan deposited in the bank (December 31, 2012: 36,788,598 yuan). (b) - 45 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (1) Monetary capital (continued) (b) Cash and cash equivalents recorded in cash flow statements: Dec. 31, 2013 Monetary capital 3,515,643,963 Less: restricted deposits (i) (363,172,156) Dec. 31, 2013 cash balance 3,152,471,807 Less: Dec. 31, 2012 cash balance (2,357,608,044) Net cash addition 794,863,763 (2) Trading financial assets and liabilities Dec. 31, 2013 Dec. 31, 2012 Assets liabilities Assets liabilities Forward foreign exchange contracts - Fair valuation gains / (losses) 121,169,489 (644,404) 26,009,477 - On Dec. 31, 2013, in the forward foreign exchange contract established by the Group with bank but not due: Total amount of principal in USD for RMB contract is USD 625,000,000USD; agreed exchange rate is 6.1295 to 6.3756; contract is due between Feb. 21, 2014 and Apr. 22, 2015 The Group's entitled to early delivery and purchase reverse contracts settled on a net. Closing fair value estimated gains/losses of above forward foreign exchange contracts are shown in transactional bank confirmed amount or the amount based on end-of-year market exchange rate. - 46 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (3) Notes receivable Dec. 31, 2013 Dec. 31, 2012 Bank acceptance bills 334,519,241 115,069,863 As of Dec. 31, 2013,the Group had had no draft receivable pledged to banks. Notes receivable the Group has endorsed to any other party but not yet due on Dec. 31, 2013 amounts to 326,116,891 yuan(Dec. 31, 2012:842,415,554 yuan). Top 14s of Notes receivable the Group has endorsed to any other party but not yet due on Dec. 31, 2013: Draft date Maturity Date Amount Drawer1 2013-10-29 2014-4-25 11,000,000 Drawer 2 2013-9-26 2014-3-26 9,000,000 Drawer 3 2013-10-29 2014-4-25 9,000,000 Drawer 4-14(i) 55,000,000 84,000,000 (i) On December 31, 2013, tied top four notes receivable the Group has endorsed to other party but has not yet expired amount to 5000000 yuan each, a total of 55,000,000 yuan, the issue date varying from July 5, 2013 to December 4, 2013, expiration dates varying from February 26, 2014 to June 4, 2014. (4) Interest receivable Dec. 31. Increase repor Decrease 2012 t year report year Dec. 31. 2013 time deposit Interest receivable 33,231,552 53,196,981 (81,339,545) 5,088,988 - 47 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (5) Accounts receivable Dec. 31, 2013 Dec. 31, 2012 Accounts receivable 4,278,018,396 4,149,044,610 Less: bad debt provision (729,115,293) (438,323,499) 3,548,903,103 3,710,721,111 (a) Aging: Dec. 31, 2013 Dec. 31, 2012 within one year 3,324,499,186 3,114,499,639 one to two years 371,402,862 613,198,850 two to three years 211,670,817 196,713,343 above three years 370,445,531 224,632,778 4,278,018,396 4,149,044,610 (b) Accounts receivable listed in type as follows: Dec. 31, 2013 Dec. 31, 2012 book value balance bad debt provision book value balance bad debt provision proporti proporti proportion Proportion amount on in amount amount on in amount in total of accrual total total Big single amount, provided for bad debt separately 158,184,500 4% (158,184,500) 100% - - - - Total bad debt provision accrued in groups Credit risk portfolio - related party 628,967,824 15% - - 745,701,760 18% - - - third party 3,453,990,019 80% (536,437,311) 16% 3,355,082,485 81% (401,927,631) 12% Single amount, though not significant, separate provision for bad debt made 36,876,053 1% (34,493,482) 94% 48,260,365 1% (36,395,868) 75% 4,278,018,396 100% (729,115,293) 17% 4,149,044,610 100% (438,323,499) 11% - 48 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (5) Accounts receivable (continued) (c) As of Dec. 31, 2013,Accounts receivable that big single amount, provided for bad debt separately is as follows: Provision for bad Book balance debts Provision proportion Reason Accounts receivable 1 107,819,500 (107,819,500) 100% (i) Accounts receivable 2 50,365,000 (50,365,000) 100% (ii) 158,184,500 (158,184,500) 100% (i) As of Dec. 31, 2013,Due to a serious funds shortage of the other party, the Company believes that the receivables are difficult to collect, therefore full amount prepared for bad debts. (ii) As of Dec. 31, 2013,Due to a serious funds shortage of the other party, the Company believes that the receivables are difficult to collect, therefore full amount prepared for bad debts. (d) Among account receivable from total bad debt provision made in groups, portfolio analysis by ages: Dec. 31, 2013 Dec. 31, 2012 book value balance bad debt provision book value balance bad debt provision Propo Propo rtion rtion propor propo amount amount of amount amount of tion rtion accru accru al al within one year 2,575,305,943 75% (15,316,076) 1% 2,652,997,300 79% (32,752,614) 1% one to two years 353,013,426 10% (102,148,743) 29% 339,389,384 10% (91,777,886) 27% two to three years 190,309,119 5% (83,610,961) 44% 152,595,343 5% (67,296,673) 44% above three years 335,361,531 10% (335,361,531) 100% 210,100,458 6% (210,100,458) 100% 3,453,990,019 100% (536,437,311) 16% 3,355,082,485 100% (401,927,631) 12% - 49 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (5) Accounts receivable (continued) (e) As of Dec. 31, 2013, major accounts receivable whose single amount not significant but bad debts provided for: Provision Book value balance Bad debt provision Reason proportion Accounts 19,754,355 (19,754,355) 100% (i) receivable1 Accounts 17,121,698 (14,739,127) 86% (ii) receivable2 36,876,053 (34,493,482) 94% (i) As of Dec. 31, 2013, as involved in contract dispute the Company believes the accounts receivable are difficult to collect, therefore full amount prepared for bad debts. (ii) As of Dec. 31, 2013, due to delayed delivery, the Company made bad debt provision of 14,739,127 yuan based on the highest fine in the contract. (f) Account of accounts receivable fully provided for bad debts in relatively big proportion in prior yeas but fully collected or returned in current year or collected or returned in large proportion: Reason for Former bad debts Return or collection amount Amount of return return or basis of accumulative bad debt or collection collection provision amount Accounts Vigorous Not expected to 12,658,756 12,658,756 receivable1 recovery recover Accounts Vigorous Not expected to receivable2 recovery recover 5,145,000 5,145,000 Accounts Vigorous Not expected to receivable3 recovery recover 4,037,432 4,037,432 Accounts Vigorous Not expected to receivable4 recovery recover 2,867,000 2,867,000 Accounts Vigorous Not expected to receivable5 recovery recover 2,785,384 2,785,384 Accounts Vigorous Not expected to receivable6 recovery recover 1,900,315 1,900,315 Accounts Vigorous Not expected to receivable7 recovery recover 1,717,998 1,717,998 Accounts Vigorous Not expected to receivable8 recovery recover 1,358,000 1,358,000 Accounts Vigorous Not expected to receivable9 recovery recover 1,160,000 1,160,000 Accounts Vigorous Not expected to receivable10 recovery recover 1,000,000 1,000,000 34,629,885 34,629,885 (g) Accounts receivable from shareholding units holding 5% (inclusive) stake of the Company as follows: Dec. 31, 2013 Dec. 31, 2012 bad debt amount provision amount bad debt provision CCCC 42,121,680 - 48,408,090 - - 50 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (5) Accounts receivable (continued) (h) Account receivable from related parties: Dec. 31, 2013 Dec. 31, 2012 Proportion Relation bad debt Proportion in bad debt Relation with the Group amount in total amount with the amount provision total (%) provision (%) Group CCCC First Harbor 172,550,780 4.03% - 113,640,319 2.74% - Engineering Co., Controlled by the same Ltd. parent company Friede & Controlled by the same 90,118,279 2.11% - 179,199,606 4.32% - Goldman,Llc parent company CCCC First Harbor 69,000,000 1.61% - 129,000,000 3.11% - Engineering First Engineering Co., Controlled by the same Ltd. parent company CCCC Third 64,649,984 1.51% - 8,490,297 0.20% - Harbor Engineering Co., Controlled by the same Ltd. parent company China Harbour 55,542,759 1.30% - 152,838,218 3.68% - Engineering Co., Controlled by the same Ltd. parent company CCCC Parent company 42,121,680 0.98% - 48,408,090 1.17% - Jiangsu Longyuan Joint Venture 41,242,615 0.96% - 42,517,974 1.02% - Zhenhua Marine Engineering Co., Ltd. CCCC Third 29,000,000 0.68% - - - - Harbor Engineering Survey and Design Institute Controlled by the same Co., Ltd. parent company CCCC First 16,160,000 0.38% - 24,000,000 0.58% - Highway Engineering Sixth Engineering Co., Controlled by the same Ltd. parent company 14,861,010 0.35% - 12,530,000 0.30% - CCCC Second Harbor Engineering Co., Ltd. Controlled by the same parent company 8,760,000 0.20% - 18,800,000 0.45% - CCCC Third Harbor Engineering Co., Ltd. Controlled by the same parent company CCCC First Harbor 7,949,765 0.19% - - - - Engineering Second Engineering Co., Controlled by the same Ltd. parent company CCCC Fourth 6,376,091 0.15% - 2,120,000 0.05% - Harbor Engineering Co., Controlled by the same Ltd. parent company CCCC Second 5,000,000 0.12% 5,000,000 0.12% Harbor Engineering Second Engineering Co., Controlled by the same Ltd. parent company CCCC Water 3,890,000 0.09% - - - - Transportation Planning and Design Institute Controlled by the same Co., Ltd. parent company - 51 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) CCCC Ships and Associates 1,100,000 0.03% - - - - Ocean Engineering technology research center Co., Ltd. CCCC Second 550,000 0.01% - 1,209,000 0.03% - Highway Engineering Controlled by the same Bureau Co., Ltd. parent company CCCC First Harbor 52,861 0.00% - - - - Engineering Fifth Engineering Co., Controlled by the same Ltd. parent company Yueyang 42,000 0.00% - 42,000 0.00% - Chenglingji Xingang Co., Controlled by the same Ltd. parent company CCCC Tianhe - - - 6,178,742 0.15% - Machinery Equipment Manufacturing Controlled by the same Co., Ltd. parent company CCCC Tianjin - - - 1,051,764 0.03% - Dredging Co., Controlled by the same Ltd. parent company CCCC Highway - - - 422,750 0.01% - Consultants Co., Controlled by the same Ltd. parent company CCCC Shanghai - - - 144,000 0.00% - Equipment Engineering Co., Controlled by the same Ltd. parent company CCCC First Harbor - - - 109,000 0.00% - Engineering Survey and Design Institute Controlled by the same Co., Ltd. parent company 628,967,824 14.70% - 745,701,760 17.96% - - 52 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (5) Accounts receivable (continued) (i) As of Dec. 31, 2013, top 5 accounts receivable balance as follows: Proportion in Relation with the total accounts Group amount Age receivable related 172,550,780 within one 4% year to two COMPANY A years COMPANY B third party 131,449,164 within one 3% year COMPANY C third party 130,762,776 within one 3% year COMPANY D third party 128,195,050 within one 3% year COMPANY E third party 118,304,248 within one 3% year 681,262,018 16% (j) Accounts receivable include the following foreign currency balance: Dec. 31, 2013 Dec. 31, 2012 Foreign Foreign currency Exchange translated in currency Exchange translated in amount rate RMB amount rate RMB USD 338,691,316 6.0969 2,064,967,085 382,845,104 6.2855 2,406,372,901 EUR 46,041,894 8.4189 387,622,101 45,027,884 8.3176 374,523,928 SAR 17,704,806 1.8200 32,222,747 10,896,267 1.6613 18,101,968 CAD 3,450,000 5.7259 19,754,355 3,450,000 6.3184 21,798,480 GBP 1,257,969 10.0556 12,649,633 2,132,597 10.1611 21,669,531 AUD 1,759,022 5.4301 9,551,665 577,502 6.5363 3,774,726 SGD 1,065,393 4.7857 5,098,651 27,174,649 5.0929 138,397,770 HKD 206,025 0.7862 161,977 448,983 0.8109 364,080 2,532,028,214 2,985,003,384 - 53 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (6) Other receivables Dec. 31, 2013 Dec. 31, 2012 Receivable from the parent company’s stock transfer (a) 672,193,178 - Employees mutual aid funds receivable 102,751,964 121,259,154 Products or field service temporary loans 82,257,117 63,144,436 Unsettled payment tax receivable 74,624,008 82,694,087 Lease receivables 31,700,229 - Bid bond payments 20,684,428 8,404,428 Disposal of assets from related parties receivable(NotesV (47)(a)) 10,000,000 - Customs guaranty deposit 9,879,707 74,106,771 Deposit receivable 6,970,500 6,603,911 Payments deposit for third party receivable 5,436,323 539,624 Export tax rebate 4,604,376 1,516,922 Government subsidy payments - 300,000 Others 82,892,043 64,901,698 1,103,993,873 423,471,031 Less: bad debt provision (19,652,342) (10,165,728) 1,084,341,531 413,305,303 (a) The balance of the accounts receivable refers to the balance of un-recovered transfer of equity of subsidiary to Parent Company. (NotesIV(3)) (b) Other receivables debt age analysis: Dec. 31, 2013 Dec. 31, 2012 within one year 930,838,493 244,631,610 one to two years 48,368,864 49,675,161 two to three years 6,602,165 4,504,972 above three years 118,184,351 124,659,288 1,103,993,873 423,471,031 - 54 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (6) Other receivables (continued) (c) Other receivables listed in type as follows: Dec. 31, 2013 Dec. 31, 2012 book value balance bad debt provision book value balance bad debt provision amount proporti amount Proport amount proport amount Propo on in ion of ion in rtion total accrual total of accru al Big single amount, provided for bad debt separately 973,526,495 88% - - 341,204,448 81% - - Single amount, though not significant, separate provision for bad debt made 130,467,378 12% (19,652,342) 15% 82,266,583 19% (10,165,728) 12% 1,103,993,873 100% (19,652,342) 2% 423,471,031 100% (10,165,728) 2% (d) As of Dec. 31, 2013, the Company did not accrue bad debt provision for other receivables with big single amount, and provided for bad debt separately (e) As of Dec. 31, 2013, other receivables with single amount, though not significant, separate provision for bad debt made: book value Proportion of balance bad debt provision accrual reason Other receivables1 5,540,286 (5,540,286) 100% (i) Other receivables2 4,794,642 (4,794,642) 100% (ii) Other receivables3 3,037,042 (3,037,042) 100% (i) Other receivables4 1,779,872 (1,779,872) 100% (i) Other receivables5 1,692,765 (1,692,765) 100% (i) Others 2,807,735 (2,807,735) 100% 19,652,342 (19,652,342) 100% (i) As of Dec. 31, 2012, due to project contracts cancellation, the other did not return the money, the Company believes the other receivable is difficult to collect, therefore fully provided for bad debts. (ii) As of Dec. 31, 2013, due to bankruptcy of the debtor, the Company believes the other receivable is difficult to collect, therefore fully provided for bad debts. - 55 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (6) Other receivables (continued) (f) Other receivables actually written off report year: Written off Whether Resulting from Other receivables nature amount Reason related trasactions The company A declared Company bankruptcy and it’s No A Unit contacts 4,222,950 uncollectible (g) Other receivables from shareholders holding over 5% (inclusive) voting rights of the Company's stake: Dec. 31, 2013 Dec. 31, 2012 Bad debt Bad debt Amount provision Amount provision CCCC (note 1) 672,193,178 - - - Note 1: Equity transfer amount receivable of CCCC is expected to be recovered before June. 30, 2014. (h) Other receivables from related parties: Dec. 31, 2013 Dec. 31, 2012 Relation with Bad debt Bad debt the Group Amount provision Amount provision Parent CCCC company 672,193,178 - - - CCCC First Harbor Related Engineering First parties Engineering Co., Ltd. 10,000,000 - - - 682,193,178 - - - (i) As of Dec. 31, 2012, top 5 other receivable balance: Proportion in total Relation with the other receivables Group amount age COMPANY A Parent company 672,193,178 within one year 61% COMPANY B Third party 31,700,229 within one year 3% above three COMPANY C Third party 19,520,000 years 2% COMPANY D Related parties 10,000,000 within one year 1% COMPANY E Third party 9,879,707 within one year 1% 743,293,114 68% - 56 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (6) Other receivables (continued) (j) Other receivables include the following foreign currency balance: Dec. 31, 2013 Dec. 31, 2012 Foreign Excha Foreign currency nge translated in currency Exchan amount rate RMB amount ge rate translated in RMB USD 12,321,511 6.0969 75,123,020 6,962,212 6.2855 43,760,984 EUR 3,100,175 8.4189 26,100,063 4,144,474 8.3176 34,472,077 other currencies - - 7,478,137 - - 3,904,101 108,701,220 82,137,162 (7) Advances (a) Advances aging provision: Dec. 31, 2013 Dec. 31, 2012 proportion in amount total amount proportion in total within one year 1,172,845,812 91% 933,606,289 94% one to two years 81,724,316 6% 34,693,207 3% two to three years 20,102,693 2% 10,920,907 1% above three years 10,618,430 1% 16,464,277 2% 1,285,291,251 100% 995,684,680 100% On Dec. 31, 2013, advances older than one year is 112,445,439 yuan (Dec. 31, 2011: 62,078,391 yuan), mainly prepayment for imported parts and steel purchase, not yet settled because purchased product not yet completed, steel purchased not delivered. (b) As of Dec. 31, 2012, top 5 advances: Proportion in Relation with the Group Amount total Reason of unsettlement Vessel body built under entrustment not COMPANY A Third party 414,927,769 32% completed Purchase steel not COMPANY B Third party 99,080,170 8% shipped in Vessel body built under entrustment not COMPANY C Third party 50,740,090 4% completed Purchase steel not COMPANY D Third party 42,372,134 3% shipped in Purchase steel not COMPANY E Third party 41,107,416 3% shipped in 648,227,579 50% - 57 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (7) Advances (continued) (c) Prepayments to the shareholders holding 5% (inclusive) shares of the Company: Dec. 31, 2013 Dec. 31, 2012 Bad debt Bad debt Amount provision Amount provision CCCC 18,097,954 - 53,000,886 - (d) Advances to related parties: Dec. 31, 2013 Dec. 31, 2012 Relation Amount Proportion in Bad Amount Proportion in Bad with the total (%) debt total (%) debt Group provis provi ion sion Parent CCCC company 18,097,954 1% - 53,000,886 5% - CCCC Third Harbour Controlled Engineering Xing’ by the an Construction same Engineering Co., parent Ltd. company 2,200,000 0% - 1,200,000 0% - 20,297,954 1% - 54,200,886 5% - (e) Advances include the following foreign currency: Dec. 31, 2013 Dec. 31, 2012 Foreign currency Exchange Translated in Foreign currency Exchange Translated in amount rate RMB amount rate RMB USD 31,784,082 6.0969 193,784,368 32,563,696 6.2855 204,679,111 EUR 5,974,744 8.4189 50,300,775 7,646,003 8.3176 63,596,395 JPY 43,020,000 0.0578 2,486,556 42,991,143 0.0730 3,138,353 GBP 20,496 10.0556 206,100 20,496 10.1611 208,262 SGD 20,935 4.7857 100,186 - - - 246,877,985 271,622,121 - 58 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (8) Inventories (a) Inventories classified as follows: Dec. 31, 2013 Dec. 31, 2012 book value Inventories Book value book value Inventories Book value balance impairment balance impairment provision provision Raw materials and purchase d parts 3,329,093,383 (314,212,402) 3,014,880,981 3,742,221,273 (192,858,005) 3,549,363,268 Semi products 3,179,132,774 (179,323,578) 2,999,809,196 4,106,788,751 (78,181,917) 4,028,606,834 Inventorie s goods 11,153,985 (10,153,985) 1,000,000 11,176,059 (9,035,000) 2,141,059 Turnover materials - - - 1,571,864 - 1,571,864 6,519,380,142 (503,689,965) 6,015,690,177 7,861,757,947 (280,074,922) 7,581,683,025 Semi products of the Group are marine heavy load equipment in building but order not placed. (b) Inventories impairment provision: accrued report deduction report year year transferred Dec. 31, 2012 reverse sales Dec. 31, 2013 Raw materials and purchased parts 192,858,005 121,354,397 - - 314,212,402 Semi products 78,181,917 223,554,505 (40,412,844) (82,000,000) 179,323,578 Inventories goods 9,035,000 1,118,985 - - 10,153,985 280,074,922 346,027,887 (40,412,844) (82,000,000) 503,689,965 (c) Inventories impairment provision: Inventory impairment provision Reason for return of impairment Proportion of the return in the based on provision in report year balance the difference between the No No raw materials realizable value of raw material and and purchased parts due to purchased lower product sales price and the parts book value the difference between the Applicable to the net realizable 35% realizable value of semi products value is higher than the cost of Semi products and the book value production the difference between the No No Inventories realizable value of Inventories goods goods and the book value - 59 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (8) Inventories (continued) (d) Loan expenses Capitalization: As of Dec. 31, 2013, among the balance of the semi products of marine heavy equipment for which orders have not been placed, loan expenses capitalization accumulated amount is 257,257,501 yuan (Dec. 31, 2012:308,095,572 yuan),among which, in the year 2013 loan expenses capitalization amount was 25,116,779 yuan (year 2012: 136,291,096 yuan). (9) Construction completed account not closed/Account closed construction not completed (a) Construction completed account not closed– Dec. 31, 2013 Dec. 31, 2012 Accumulated cost incurred 29,099,060,088 28,751,935,572 Add: Accumulated margin confirmed 967,952,533 729,784,438 Less: Accumulated settled payment (23,194,540,452) (22,735,291,782) Accumulated confirmed expected contract loss (106,264,024) (126,272,889) 6,766,208,145 6,620,155,339 Account closed construction not completed – Dec. 31, 2013 Dec. 31, 2012 Accumulated settled payment 11,548,874,059 9,400,685,405 Less: Accumulated confirmed margin (787,673,553) (300,301,358) Accumulated cost incurred (7,628,070,698) (6,725,128,004) Add: Accumulated confirmed expected contract loss 10,089,130 14,548,850 3,143,218,938 2,389,804,893 Expected contract losses– Addition report deduction report Dec. 31, 2012 period year Dec. 31, 2013 Construction completed account not closed 126,272,889 166,946,093 (186,954,958) 106,264,024 Account closed construction not completed 14,548,850 8,536,858 (12,996,578) 10,089,130 140,821,739 175,482,951 (199,951,536) 116,353,154 - 60 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (9) Construction completed account not closed/Account closed construction not completed (continued) (b) As of Dec. 31, 2013, amount of contracts still in construction is about 45,269,305,907 yuan (excluding VAT) (Dec. 31, 2012: 33,987,708,174 yuan). Probable fines in case of delay in delivery as contracted: Dec. 31, 2013 Dec. 31, 2012 bank issued valid guaranty letter 18,636,733,746 14,350,312,450 bank not issued guaranty letter 1,493,449,228 1,939,619,957 20,130,182,974 16,289,932,407 (10) Other current assets Dec. 31, 2013 Dec. 31, 2012 Available-for-sale financial assets (NotesV (11)) - Bank short-term financing products 4,202,678,325 1,000,000,000 Bank short-term financial products means that the Company purchased from a bank with low-risk. Since starting from December 31, 2013, these short-term financial products are due within the next 12 months, so they are listed as other current assets in the B/S. The fair value of the bank short-term financial products is based on the financial product principal plus expected income as of the balance sheet date. On Dec. 31, 2013, the Company confirmed 139,441,088 yuan revenue from the short-term bank financing products, and included in the other capital reserve (NotesV (35)). As of Dec. 31, 2013, short-term bank financing products 3,974,237,236 yuan (Dec. 31, 2012: no) as a pledge to the bank as the 3,980,000,000 yuan of short-term borrowing (NotesV (20)). - 61 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (11) Available-for-sale financial assets Dec. 31, 2013 Dec. 31, 2012 Available-for-sale equity instruments (a) 172,770,000 124,222,545 Bank short-term financing products (NotesV (10)) 4,202,678,325 1,000,000,000 4,375,448,325 1,124,222,545 Less: impairment reserve - - 4,375,448,325 1,124,222,545 Less: assets available for sale listed in other current assets (NotesV (10)) (4,202,678,325) (1,000,000,000) 172,770,000 124,222,545 (a) Available-for-sale equity instruments refer to the 12.71% (Dec. 31, 2012:12.99%) equity the Group held of Jiangxi Hua Wu Brake Co., Ltd. (hereafter "Jiangxi Hua Wu") of. Initial investment cost is 19,400,000 yuan. As licensed by the China Securities Regulatory Commission Zheng Jian Xuke [2010]889, Jiangxi Hua Wu in July 2010 issued 19.5 million RMB common shares (A-shares) to domestic investors with public offerings, and listed on Shenzhen Stock Exchange for transactions. As of Dec. 31, 2013, total share of 102.29million shares(Dec.31, 2012: 7.7million shares). The Company's equit has lifted of restrictions on sale since July 29, 2013, Can circulate freely. Fair value of the available-for-sale equity instruments is determine based on the closing price the last trading day of the year at Shenzhen Stock Exchange. Due to the increase in stock prices, the company recognized gains on available for sale financial assets of 48,547,452 yuan, directly charged to other capital reserve on Dec. 31, 2013.( NotesV (35)) - 62 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (11) Available-for-sale financial assets (continued) (b) Available-for-sale financial assets related information as follows: Dec. 31, 2013 Dec. 31, 2012 Available-for-sale equity instruments 172,770,000 124,222,545 - Fair value 19,400,000 19,400,000 - Cost - Accumulated in Other 153,370,000 104,822,545 comprehensive income Bank short-term financing products 4,202,678,325 1,000,000,000 - Fair value 4,063,237,236 1,000,000,000 - Cost - Accumulated in Other 139,441,089 - comprehensive income Total 4,375,448,325 1,124,222,545 - Fair value 4,082,637,236 1,019,400,000 - Cost - Accumulated in Other 292,811,089 104,822,545 comprehensive income (12) Long-term receivables Dec. 31, 2013 Dec. 31, 2012 Nanjing High Speed ―Construction - transfer‖ item receivable - Principal 2,191,444,746 - - Interest receivable 26,174,547 - 2,217,619,293 - The Group in 2013 undertook the Nanjing to Gaochun New Channel project and Nanjing- Gaochun Inter-city Rail Transit Phase II (cross-lake section) project (referred to as "Nanjing High Speed 'Construction - transfer' Item"); total investment of the project 5,918,800,000 yuan, the construction of Item for a period of 2 years, repurchase period is 2.5 years, return on investment 3 - 5 year, bank loans surface 30% over benchmark interest rate. The Group established a wholly owned subsidiary Nanjing Ninggao New Channel Construction Co., Ltd. (NotesIV (2) (a)) responsible for the financing and construction management of the said project. As of Dec. 31, 2013, the long-term receivables refer to the investment amount as principal the Group invested in Nanjing High Speed "Construction - Transfer" Item, interest receivable subject to confirmation of financing return according to the contract. - 63 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (13) Long term equity investment Dec. 31, 2013 Dec. 31, 2012 joint ventures (a) 145,286,585 147,056,419 associates (b) 207,752,345 29,023,053 other Long term equity 57,640,000 57,640,000 investment(c) 410,678,930 233,719,472 Less: Long term equity investment (30,000,000) (30,000,000) impairment provision 380,678,930 203,719,472 There are no limits to value realization of the Group’s long term equity investment. - 64 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (13) Long term equity investment (continued) (a) Joint ventures Report year movement Net gains/losses Remark on the accounting addition or adjusted on equity Voting discrepancy between accrued report basis initial Dec. 31, deduction of basis Dec. 31, Holding rights holding ratio and voting impairment year impairment investment 2012 investment (Notes V(46)) 2013 ratio ratio rights ratio provision provision Jiangsu Longyuan Zhenhua Marine Equity Engineering Co., Ltd. method 130,000,000 147,056,419 - (1,853,034) 145,203,385 50% 50% n.a - - ZPMC Mediterranean Liman Makinalari Ticaret Anonim Sirketi Equity (i) method 71,416 - 71,416 11,784 83,200 50% 50% n.a - - 147,056,419 71,416 (1,841,250) 145,286,585 - - (i) The Companyand Portunus Liman Hizmetleri ve Yedek Parca Servis Tic.A.S jointly incorporated the joint venture ZPMC Mediterranean Liman Makinalari Ticaret Anonim Sirketi, with registered capital of 50,000 Turkey lira, each holding 50%. The company mainly engaged in the sale, transport, repair of all kinds of port equipment, engineering ship steel structure and other parts. - 65 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (13) Long term equity investment (continued) (b) Associates Report year movement Dec. 31, 2012 Remark on the accrued accounting addition or Net gains/losses Voting discrepancy initial Dec. 31, Holding impairment report year basis deduction of adjusted on equity basis rights between holding investment 2013 ratio provision impairment investment (Notes V(46)) ratio ratio and voting provision rights ratio CCCC Marine Engineering Vessel Technology Research Equity Centre Co., Ltd. method 15,000,000 15,000,000 - - 15,000,000 25% 25% n.a - - Shanghai Zhenhua Heavy Industries (Group) Changzhou Equity Paint Co., Ltd. method 13,056,256 14,023,053 - 849,926 14,872,979 20% 20% n.a - - CCCC estate Yixing Co., Equity Ltd.(i) method 180,000,000 - 180,000,000 (2,120,634) 177,879,366 20% 20% n.a - - 29,023,053 180,000,000 (1,270,708) 207,752,345 - - (i) On May 7, 2013, the Company and CCCC Real Estate Co., Ltd., China Road and Bridge Engineering Company Limited, CCCC Yunze Junhang Company Limited jointly funded the establishment of the CCCC Estate Yixing Co., Ltd. The company's registered capital is 900,000,000 yuan, the Company invested 180.000.000 yuan, holding 20%. The company mainly engaged in sale of commercial housing, rental housing, building materials and housing construction. - 66 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (13) Long term equity investment (continued) (c) Other long term equity investment Remark on the accrued accounting Report discrepancy cash dividends initial Dec. 31, Dec. 31, Holding impairment report year basis year Voting rights ratiobetween holding announced investment 2012 2013 proportion provision impairment movement ratio and voting current year provision rights ratio 21 Century Science and Technology Investment Co., Cost Ltd. Method 30,000,000 30,000,000 - 30,000,000 8.96% 8.96% n.a (30,000,000) - - Nantong Zhenhua Hongcheng Heavy Load Forging Co., Cost ltd. Method 10,000,000 10,000,000 - 10,000,000 5% 5% n.a - - - CCCC Highway Long and Large Bridge Construction State Project Research Cost Centre Co., Ltd. Method 8,000,000 8,000,000 - 8,000,000 10% 10% n.a - - - CCCC Dredging Technology & Equipment State Project Cost Research Centre Co., Ltd. Method 6,400,000 6,400,000 - 6,400,000 8% 8% n.a - - - Shanghai Zhenhua Port Machinery (Group) Longchang Lift Equipment Cost Co. Ltd. Method 500,000 800,000 - 800,000 10% 10% n.a - - - Shanghai Zhenhua Port Machinery (Group) Cost Shenyang Lift Co., Ltd. Method 500,000 1,500,000 - 1,500,000 10% 10% n.a - - - Shanghai Zhenhua Port Machinery (Group) Ningbo Transmission Machinery C., Cost Ltd. Method 300,000 740,000 - 740,000 7.40% 7.40% n.a - - - Cost Less than Less than SW Legal Person Shares Method 200,000 200,000 - 200,000 0.01% 0.01% n.a - - - 57,640,000 - 57,640,000 (30,000,000) - - - 67 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (13) Long term equity investment (continued) (d) Long term equity investment impairment provision Dec. 31, 2012 Addition and deduction Dec. 31, 2013 report period Other long term equity investment-- 21 Century Science and Technology Investment Co., Ltd. 30,000,000 - 30,000,000 (e) Investment in joint ventures and associates Dec. 31, 2013 2013 Holding Voting operating net profit Total assets Total liabilities Net assets ratio ratio revenue Joint ventures- Jiangsu Longyuan Zhenhua Marine Engineering Co., Ltd. 50% 50% 460,203,954 167,270,224 292,933,730 83,915,402 (3,706,067) ZPMC Mediterranean Liman Makinalari Ticaret Anonim Sirketi 50% 50% 4,419,459 5,123,244 (703,785) 7,015,067 23,569 Associates- CCCC Marine Engineering Vessel Technology Research Centre Co., Ltd. 25% 25% 60,000,000 - 60,000,000 18,868 111,971 Shanghai Zhenhua Heavy Industries (Group) Changzhou Paint Co., Ltd. 20% 20% 193,469,744 118,210,798 75,258,946 189,254,530 4,249,622 CCCC estate Yixing Co., Ltd. 20% 20% 893,019,143 3,622,313 889,396,830 - (10,603,170) - 68 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (14) Real estate as investment Depreciation and Dec. 31, 2012 amortization report Dec. 31, 2013 period Total purchase value 469,885,167 - 469,885,167 House and building 260,039,373 - 260,039,373 Land use rights 209,845,794 - 209,845,794 Total accumulative depreciation, amortization (67,473,727) (13,419,174) (80,892,901) House and building (38,609,476) (8,094,509) (46,703,985) Land use rights (28,864,251) (5,324,665) (34,188,916) Total net book value 402,411,440 (13,419,174) 388,992,266 House and building 221,429,897 (8,094,509) 213,335,388 Land use rights 180,981,543 (5,324,665) 175,656,878 Total depreciation and amortization amount of investment real estate in 2013 amounts to 8,094,509 yuan and 5,324,665 yuan included in other operating expenses (2012: non). - 69 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (15) Fixed Assets Transfer from Disposal of Dec. 31, 2012 Construction in subsidiaries Dec. 31, 2013 Addition report year Accrued report year Disposal report year progress transferred out Total purchase value 21,064,483,254 1,417,241,404 35,177,970 - (360,706,606) (155,605,943) 22,000,590,079 House and building 8,839,758,259 867,157,344 3,529,043 - (67,774,083) (143,727,398) 9,498,943,165 Manufacturing equipment 4,423,756,978 518,940,639 9,987,111 - (23,572,679) (11,091,096) 4,918,020,953 Office equipment 149,832,278 32,265 1,611,701 - (1,412,073) - 150,064,171 Transportation facilities 7,027,274,377 197,436 10,543,443 - (261,428,831) (787,449) 6,775,798,976 Other equipment 623,861,362 30,913,720 9,506,672 - (6,518,940) - 657,762,814 Total accumulative depreciation (6,989,285,497) - - (1,157,491,013) 139,092,300 86,961,240 (7,920,722,970) House and building (1,686,740,729) - - (303,553,910) 36,420,373 75,108,511 (1,878,765,755) Manufacturing equipment (2,041,906,180) - - (416,051,824) 21,294,488 11,091,096 (2,425,572,420) Office equipment (112,476,169) - - (11,031,341) 1,411,419 - (122,096,091) Transportation facilities (2,808,693,318) - - (377,770,500) 73,592,711 761,633 (3,112,109,474) Other equipment (339,469,101) - - (49,083,438) 6,373,309 - (382,179,230) Total net book value 14,075,197,757 1,417,241,404 35,177,970 (1,157,491,013) (221,614,306) (68,644,703) 14,079,867,109 House and building 7,153,017,530 867,157,344 3,529,043 (303,553,910) (31,353,710) (68,618,887) 7,620,177,410 Manufacturing equipment 2,381,850,798 518,940,639 9,987,111 (416,051,824) (2,278,191) - 2,492,448,533 Office equipment 37,356,109 32,265 1,611,701 (11,031,341) (654) - 27,968,080 Transportation facilities 4,218,581,059 197,436 10,543,443 (377,770,500) (187,836,120) (25,816) 3,663,689,502 Other equipment 284,392,261 30,913,720 9,506,672 (49,083,438) (145,631) - 275,583,584 - 70 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (15) Fixed Assets (continued) On Dec. 31, 2013, facilities with a purchase value of 1,608,661,011 yuan (Dec. 31, 2011: 1,045,350,667 yuan) have been fully depreciated but still in service. In 2013, depreciation booked into operating costs, selling expenses and general expenses is respectively 1,063,426,861 yuan, 4,396,487 yuan (Note V [41]) and 89,667,665 yuan (Note V (42)) (2012: 1,146,854,296 yuan, 4,925,548 yuan and 53,951,436 yuan). As of Dec. 31, 2013, real estate property right for houses and buildings with net book value around 1,426,014,487 yuan (purchase value 1,721,991,144 yuan) (Dec. 31, 2012 net book value 1,549,770,850 yuan, purchase value 1,781,038,820 yuan) are in the process of approval and therefore certificates are not granted; the management of the Company believes that the house and building with unattained certificate shall not impose great impact on the major operation of the Group. (16) Construction in progress Dec. 31, 2013 Dec. 31, 2012 book value impairmen book value impairment book value book value balance t provision balance provision Nantong base infrastructure construction 740,502,262 - 740,502,262 2,530,550,178 - 2,530,550,178 Changxing base infrastructure construction 392,860,040 - 392,860,040 526,322,159 - 526,322,159 Base heavy machinery and engineering equipment in construction 341,561,284 - 341,561,284 630,581,771 - 630,581,771 Nanhui base infrastructure construction 3,082,850 - 3,082,850 3,333,079 - 3,333,079 Jiangyin site rebuilding - - - 1,766,557 - 1,766,557 1,478,006,436 - 1,478,006,436 3,692,553,744 - 3,692,553,744 - 71 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (16) Construction in progress (continued) (a) Movement of significant projects in progress Including: Investme Loan Transfer into Transfer into Cumulative amount of Addition report nt ratio Progress capitalizatio Capital Project Name budget fixed assets intangible assets amount of loan loan Dec. 31, 2012 period Dec. 3, 2013 against (Note 1) n rate report origin report year report year capitalization capitalization budget year report year Nantong base infrastructure construction 2,530,550,178 204,560,326 (785,306,046) (1,209,302,196) 740,502,262 98% 98% 492,033,917 121,996,645 5.34% self funding Changxing base infrastructure construction 526,322,159 34,883,089 (168,345,208) - 392,860,040 80% 80% 155,567,587 290,527 5.34% self funding Base heavy 2,500,000,000 630,581,771 169,510,493 (458,530,980) - 341,561,284 95% 95% 157,536,295 5,105,058 machinery and engineering equipment in construction 5.34% self funding Nanhui base infrastructure constru 504,500,000 3,333,079 91,419 (341,648) - 3,082,850 90% 90% 5,124,988 - 5.34% self funding Office buildings and ancillary facilities 3,000,000 - 2,950,965 (2,950,965) - - 100% 100% - - 5.34% self funding Jiangyin site rebuilding 54,030,000 1,766,557 - (1,766,557) - - 99% 99% - - 5.34% self funding 3,692,553,744 411,996,292 (1,417,241,404) (1,209,302,196) 1,478,006,436 810,262,787 127,392,230 Note 1: The progress of the project is estimated by budget and accumulated inputs. - 72 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (17) Intangible Assets Disposal of Transfer from Other addition Amortization subsidiaries Construction in Dec. 31, 2012 report period report year transferred out in Dec. 31, 2013 progress report year Total purchase value 2,293,964,535 1,209,302,196 143,077 - (22,181,927) 3,481,227,881 Land use rights 2,194,096,021 1,209,302,196 - - (22,181,927) 3,381,216,290 Software use cost 34,666,704 - 143,077 - - 34,809,781 patented technologies 65,201,810 - - - - 65,201,810 Total cumulative amortization (272,452,655) - - (56,420,566) 6,923,316 (321,949,905) Land use rights (228,744,021) - - (47,189,214) 6,923,316 (269,009,919) Software use cost (26,830,492) - - (1,530,691) - (28,361,183) Patented technologies (16,878,142) - - (7,700,661) - (24,578,803) Total book value 2,021,511,880 1,209,302,196 143,077 (56,420,566) (15,258,611) 3,159,277,976 Land use rights 1,965,352,000 1,209,302,196 - (47,189,214) (15,258,611) 3,112,206,371 Software use cost 7,836,212 - 143,077 (1,530,691) - 6,448,598 Patented technologies 48,323,668 - - (7,700,661) - 40,623,007 Except for 1997 when added land use right is real cost, other purchase price of land use right is estimates at reform of the Company as confirmed by State-owned Assets Administration. In 2013, the Group totally expended 696,452,611 yuan on R&D (2012: 662,070,789 yuan). The expenses are not capitalized. Above mentioned intangible assets do not include any expenditure on R&D. As of year 2012 and Dec. 31, 2013, the Group has obtained land use right certificates for all of its land rights. - 73 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (18) Deferred corporate tax assets and liabilities (a) Deferred corporate tax assets before offset Dec. 31, 2013 Dec. 31, 2012 Compensable Deferred Compensable Deferred corporate provisional corporate tax provisional difference tax difference and assets and compensated assets compensated loss loss Assets impairment provision 197,562,826 1,317,085,504 120,794,822 805,298,815 Expected liabilities 26,313,989 175,426,592 28,285,217 188,568,114 Salaries and wages unpaid 34,392,261 229,281,742 5,020,001 33,466,676 Unpaid interest 61,825,282 412,168,548 46,004,034 306,693,557 Movement of fair value of financial liabilities 96,661 644,404 - - Compensable loss 137,830,875 918,872,524 201,948,744 1,346,324,974 458,021,894 3,053,479,314 402,052,818 2,680,352,136 (b) Deferred corporate tax liabilities before offset Dec. 31, 2013 Dec. 31, 2012 Deferred Tax payable Deferred Tax payable corporate tax provisional corporate tax provisional liabilities difference liabilities difference Fixed assets depreciation 22,712,436 137,651,126 19,622,940 118,926,910 Fair value movement of marketable financial assets 18,381,989 121,169,489 4,003,611 26,009,477 Movement of fair value available-for- sale financial assets booked into capital reserve 43,921,663 292,811,089 15,723,384 104,822,545 85,016,088 551,631,704 39,349,935 249,758,932 (c) Compensable loss of deferred corporate tax assets the Group not confirmed: Dec. 31, 2013 Dec. 31, 2012 Compensable loss 846,984,449 1,005,601,558 - 74 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (18) Deferred corporate tax assets and liabilities (continued) (d) Compensable loss of deferred corporate tax assets the Group not confirmed will be due in the following year: Dec. 31, 2013 Dec. 31, 2012 2013 - 3,462,951 2014 215,390,423 235,545,448 2015 376,491,070 433,962,841 2016 26,809,700 96,822,985 2017 170,984,177 235,807,333 2018 57,309,079 - 846,984,449 1,005,601,558 (e) Mutual offset amount of deferred corporate tax assets and deferred corporate tax liabilities: Dec. 31, 2013 Dec. 31, 2012 Deferred corporate tax assets 60,031,430 18,602,887 Deferred corporate tax liabilities 60,031,430 18,602,887 Net value of deferred corporate tax assets and deferred corporate tax liabilities after offset: Dec. 31, 2013 Dec. 31, 2012 Deferred Temporary Deferred Temporary corporate tax difference of corporate tax difference of assets or compensable assets or compensable liabilities net amount after offset liabilities net amount after offset value or taxes payable value or taxes payable Deferred corporate tax assets 397,990,464 2,653,269,781 383,449,931 2,556,332,889 Deferred corporate tax liabilities 24,984,658 151,422,170 20,747,048 125,739,685 - 75 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (19) Assets impairment provision Dec. 31, 2012 Addition report Deduction report year Dec. 31, 2013 period Disposal of subsidiaries Reverse Transferred sales transferred out Bad debt provision 448,489,227 339,205,842 (34,629,885) (4,222,950) (74,599) 748,767,635 Including: Accounts receivable 438,323,499 325,496,278 (34,629,885) - (74,599) 729,115,293 Other receivables 10,165,728 13,709,564 - (4,222,950) - 19,652,342 Expected contract loss 140,821,739 175,482,951 - (199,951,536) - 116,353,154 Inventories impairment provision 280,074,922 346,027,887 (40,412,844) (82,000,000) - 503,689,965 Long term equity investment impairment provision 30,000,000 - - - - 30,000,000 899,385,888 860,716,680 (75,042,729) (286,174,486) (74,599) 1,398,810,754 (20) Short term loans Dec. 31, 2013 Dec. 31, 2012 Pledge loans - RMB loans (a) 3,980,000,000 - - USD loans - 942,825,000 Guaranteed loans - USD loans (b) 1,975,395,600 1,907,649,250 - RMB loans (c) 500,000,000 - Credit loans - RMB loans 600,000,000 3,485,000,000 - USD loans 7,608,469,404 5,601,213,748 14,663,865,004 11,936,687,998 (a) As of Dec. 31, 2013, bank pledge loans 3,980,000,000 yuan is pledged by the 3,974,237,236 yuan bank short term financial products (Dec. 31, 2012: nil) (Note V (11)). - 76 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (20) Short term loans (continued) (b) As of Dec. 31, 2013, bank guarantee loan USD 224,000,000 in RMB 1,365,705,600 yuan (Dec. 31, 2012: USD 253,500,000, in RMB 1,593,374,250 yuan), is the bank loan by the Company’s subsidiary guaranteed with the letters of guarantee issued, within the credit lines awarded to the Company. As of Dec. 31, 2013, bank guarantee loan USD100,000,000, in RMB 609,690,000 yuan (Dec. 31, 2012: USD 50,000,000, in RMB 314,275,000 yuan), is the bank loan of the Company’s subsidiary, guaranteed by the Company. (c) As of Dec. 31, 2013, bank guarantee loan 500,000,000 yuan (Dec. 31, 2012: non), is the bank loan of the Company’s subsidiary, guaranteed by Nanjing Metro Group Co., Ltd. Weighted average annual interest rate of loans for the Group in 2013 is 3.436% (2012: 3.547%). (21) Notes payable Dec. 31, 2013 Dec. 31, 2012 Bank acceptance draft 1,218,223,112 980,906,529 Above drafts will be due within one year. (22) Accounts payable Dec. 31, 2013 Dec. 31, 2012 Material purchase and product 3,307,926,338 2,283,678,397 Manufacturing payables Infrastructure building payables 154,235,508 190,628,937 Equipment purchase payables 120,018,143 119,559,155 Port use payables 6,620,899 6,442,641 Retention payables 3,309,948 3,109,555 3,592,110,836 2,603,418,685 (a) As of Dec. 31, 2013, the balance contains no payables to shareholders who hold 5% (inclusive) of the Company’s voting share. - 77 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (22) Accounts payable (continued) (b) Accounts payable to related parties: Dec. 31, 2013 Dec. 31, 2012 CCCC Second Harbour Engineering Third Engineering Co., Ltd. 414,405,206 - CCCC Second Highway Engineering Bureau Co., Ltd. 307,151,472 - CCCC Tunnel Engineering Co., Ltd. 58,454,836 - CCCC Third Harbor Engineering Co., Ltd. 53,290,609 252,892 China Transportation Materials Co., Ltd. 38,616,112 - Shanghai Zhenhua Heavy Industries (Group) Changzhou Paint Co., Ltd. 17,837,158 5,205,406 CCCC Shanghai Equipment Engineering Co., Ltd. 14,337,357 2,119,853 CCCC Third Harbour Engineering Xing’an Construction Engineering Co., Ltd. 7,189,906 3,185,045 CCCC First Harbor Engineering Installation Co., Ltd. 1,633,418 - CCCC Water Transportation Planning and Design Institute Co., Ltd. 160,000 - 913,076,074 10,763,196 (c) Accounts payable analysed by age: Dec. 31, 2013 Dec. 31, 2012 Amount Total of ratio Amount Total of ratio Within one year 3,360,700,176 94% 2,416,147,478 93% Above one year 231,410,660 6% 187,271,207 7% 3,592,110,836 100% 2,603,418,685 100% By Dec. 31, 2013, accounts payable aging above 1 year mainly being payables of imported parts. - 78 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (22) Accounts payable (continued) (d) Accounts payable includes the following foreign currency balance: Dec. 31, 2013 Dec. 31, 2012 Foreign Foreign currency Exchan Translated in currency Exchange Translated in amount ge rate RMB amount rate RMB USD 46,369,932 6.0969 282,712,838 55,193,948 6.2855 346,921,560 EUR 26,771,933 8.4189 225,390,227 21,107,258 8.3176 175,561,729 SGD 323,110 4.7857 1,546,308 - - - AUD 68,082 5.4301 369,692 - - - HKD 188,850 0.7862 148,474 - - - GBP 7,321 10.0556 73,617 - - - 510,241,156 522,483,289 (23) Prepayment received Dec. 31, 2013 Dec. 31, 2012 Goods sale prepayment received 232,328,686 1,035,763,588 (a) As of Dec. 31, 2013, the balance contains no prepayments from shareholders who hold 5% (inclusive) of the Company’s voting share. (b) Prepayment from related parties: Dec. 31, 2013 Dec. 31, 2012 CCCC First Harbor Engineering First 30,000,000 Engineering Co., Ltd. 1,194,097 CCCC Third Harbour Engineering Xing’an Construction Engineering Co., Ltd. 200,000 200,000 CCCC Third Harbor Engineering Co., - 1,610,000 Ltd. 1,394,097 31,810,000 - 79 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (23) Prepayment received (continued) (c) Prepayment analysed by age: Dec. 31, 2013 Dec. 31, 2012 Amount Total of ratio Amount Total of ratio Within one year 197,553,233 85% 1,015,607,231 98% Above one year 34,775,453 15% 20,156,357 2% 232,328,686 100% 1,035,763,588 100% As of the year 2012 and Dec. 31, 2013, prepayment paid in over one year old mainly consisting of the prepayment for sales of spare goods and parts not settled. (d) Prepayment includes the following foreign currency balance: Dec. 31, 2013 Dec. 31, 2012 Foreign Foreign currency Exchang Translated in currency Exchang Translated in amount e rate RMB amount e rate RMB USD 14,521,739 6.0969 88,537,591 85,247,794 6.2855 535,825,009 EUR 1,066,159 8.4189 8,975,886 661,772 8.3176 5,504,355 AUD 175,190 5.4301 951,299 - - - CAD 17,486 5.7259 100,123 17,486 6.3184 110,484 HKD 86,000 0.7862 67,613 86,000 0.8109 69,737 GBP 1,532 10.0556 15,405 5,619 10.1611 57,095 98,647,917 541,566,680 - 80 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (24) Employee remuneration payable Dec. 31, 2012 Addition Deduction Disposal of Dec. 31, report period report year subsidiaries 2013 transferred out Salary, bonus, allowance and subsidy - 1,054,452,574 (886,098,716) (353,858) 168,000,000 Staff welfare - 20,073,436 (20,050,693) (22,743) - Social security 3,168,429 266,565,030 (266,291,217) (119,477) 3,322,765 Including: medical insurance 937,261 81,470,027 (81,411,760) (38,630) 956,898 Pension 1,954,928 160,068,976 (159,909,060) (71,226) 2,043,618 Unemploymen t fund 164,253 12,606,361 (12,624,879) (5,441) 140,294 Labor injury fund 51,682 6,427,760 (6,367,416) (1,619) 110,407 Birth insurance 60,305 5,991,906 (5,978,102) (2,561) 71,548 Auxiliary pension 7,620,807 40,664,799 (44,273,092) (78,350) 3,934,164 Housing fund 253,018 47,045,454 (47,102,617) (21,535) 174,320 Trade union fund and employee education fund 26,490,685 12,054,272 (7,971,135) (33,698) 30,540,124 Other 17,200 4,366,210 (4,113,485) - 269,925 37,550,139 1,445,221,775 (1,275,900,955) (629,661) 206,241,298 As of Dec. 31, 2013, salaries and bonus payable to employees do not include those postponed in payment, expected to be paid off in the year 2014. (25) Taxes and charges payable Taxes and charges payable are summarized as follows: Disposal of Current year subsidiarie Current year Dec. 31, 2012 amount s Dec. 31, 2013 amount paid off payable transferred out VAT to deduct (53,983,994) 99,430,516 (141,034,481) - (95,587,959) Individual Income Tax 3,140,893 63,746,891 (61,043,875) (213) 5,843,696 Corporate Tax 240,165 24,853,678 (7,987,061) (244,697) 16,862,085 Education Addition 1,373,082 8,475,025 (6,367,798) (3,720) 3,476,589 Urban Construction 1,403,766 11,056,986 (7,874,116) (5,210) 4,581,426 (Pending deduction)/ Payable business tax (2,740,024) 66,692,474 (10,228,670) (31,651) 53,692,129 Other 3,599,298 25,467,389 (24,454,565) - 4,612,122 (46,966,814) 299,722,959 (258,990,566) (285,491) (6,519,912) - 81 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (26) Interest payable Dec. 31, 2013 Dec. 31, 2012 Interest on loan payable 140,459,248 37,126,925 Bond interest payable 277,931,366 277,931,366 418,390,614 315,058,291 (27) Dividends payable Dec. 31, 2013 Dec. 31, 2012 CCCC 33,472,814 33,472,814 Hong Kong Zhenhua Engineering Co., Ltd. 346,005 346,005 Macau Zhenhua Bay Engineering Co., Ltd. 6,593 6,593 33,825,412 33,825,412 (28) Other payables Dec. 31, 2013 Dec. 31, 2012 Government subsidy 155,255,304 41,333,726 Construction deposit 123,091,450 98,013,423 CCCC investment payment (i) 25,971,033 25,971,033 Related parties payables 17,586,085 16,092,898 Related parties loans 17,107,673 - Insurance claims 10,134,482 10,134,482 Construction warranty deposit - 65,692,853 Other 53,984,514 34,912,077 403,130,541 292,150,492 (i) The Group during the year 2011 completed the cancellation of a subsidiary. Payable by the Group attributable to shareholders of the subsidiary of another CCCC liquidation of the investment. - 82 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (28) Other payables (continued) (a) On Dec. 31, 2013, other payables payable to shareholders and other related parties who hold 5% (inclusive) voting shares of the Company are as follows: (i) Dec. 31, 2013 Dec. 31, 2012 CCCC 25,971,033 42,063,931 (b) Related parties’ other accounts payable: (ii) Dec. 31, 2013 Dec. 31, 2012 CCCC 25,971,033 42,063,931 Shanghai Jiangtian Industrial 17,586,085 - Co., Ltd. CCCC Second Highway 7,971,852 - Engineering Bureau Co., Ltd. CCCC Second Harbour 6,981,332 - Engineering Third Engineering Co., Ltd. CCCC Third Harbor Engineering 1,419,932 - Co., Ltd. CCCC Tunnel Engineering Co., 734,557 - Ltd. 60,664,791 42,063,931 (c) Other payables analyzed in age: Dec. 31, 2013 Dec. 31, 2012 Total of Total of Amount ratio Amount ratio Within one year 226,282,465 56% 137,927,899 47% Above one year 176,848,076 44% 154,222,593 53% 403,130,541 100% 292,150,492 100% As of Dec. 31, 2013, other payables aged over one year mainly payables to related parties, deposits to outsourced construction team and quality guarantee deposit received. - 83 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (28) Other payables (continued) (d) Other payables include the following balance of foreign currency Dec. 31, 2013 Dec. 31, 2012 Foreign Foreign currency Exchan Translated in currency Exchange Translated in amount ge rate RMB amount rate RMB USD 570,813 6.0969 3,480,190 554,924 6.2855 3,487,975 EUR 1,198,290 8.4189 10,088,284 203,611 8.3176 1,693,555 13,568,474 5,181,530 (29) Non-current liabilities due within one year Dec. 31, 2013 Dec. 31, 2012 Long-term loans due within one year (a) 176,810,100 3,667,922,000 Bonds payable due within one year (NotesV (31)) 4,193,487,763 - 4,370,297,863 3,667,922,000 (a) Long-term loans due within one year Dec. 31, 2013 Dec. 31, 2012 Guarantee loan - USD loans - 433,699,500 Credit loans - USD loans 176,810,100 1,854,222,500 - RMB loans - 1,380,000,000 176,810,100 3,667,922,000 Starting day of Closing day of Curre Rate (%) Dec. 31, 2013 loans loans ncy Foreign RMBAmount currency amount A bank 2012-4-12 2014-4-10 USD Libor+4.0% 20,000,000 121,938,000 B bank 2012-5-30 2014-5-30 USD 4.32% 9,000,000 54,872,100 176,810,100 - 84 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (30) Long term loans Dec. 31, 2013 Dec. 31, 2012 Guarantee loan - USD loans (i) 365,814,000 810,829,500 Credit loans - USD loans 1,274,252,100 2,350,777,000 - RMB loans 650,000,000 1,380,000,000 2,290,066,100 4,541,606,500 Less: Long-term loans due within one year (NotesV (29)) (176,810,100) (3,667,922,000) 2,113,256,000 873,684,500 (i) As of Dec. 31, 2013, bank guarantee loan USD 40,000,000 (in RMB243,876,000 yuan) and USD 20,000,000 (in RMB121,938,000 yuan) refer to the bank loans of the Company’s subsidiary, guaranteed by the letter of guarantee issued by the bank within the credit lines awarded to the Company. Interest is paid every quarter. Principals are due by June 19, 2015 and by June 25, 2015 respectively. (Dec. 31, 2012: bank guarantee loan USD 40,000,000 (in RMB251,420,000 yuan) and USD20,000,000 (in RMB125,710,000 yuan) refer to the bank loans of the Company’s subsidiary, guaranteed by the letter of guarantee issued by the bank within the credit lines awarded to the Company. Interest is paid every quarter. Principals are due by June 19, 2015 and by June 25, 2015 respectively. Bank guarantee loan USD 69,000,000 (in RMB433,699,500 yuan) refer to the bank loans of the Company’s subsidiary, guaranteed by the letter of guarantee issued by the bank within the credit lines awarded to the Company. Interest is paid every quarter. Principal was due for repayment in 2013. - 85 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (30) Long term loans (continued) (a) Top 5 long term loans: Dec. 31, 2013 Starting day of Closing day of Curren Foreign Rate (%) loans loans cy currency amount RMBAmount A bank 2013-8-15 2015-8-14 RMB 4.3% - 600,000,000 B bank 2012-6-21 2015-6-19 USD Libor+2.3% 40,000,000 243,876,000 C bank 2012-12-6 2015-12-6 USD Libor+3.1% 30,000,000 182,907,000 D bank 2013-10-25 2015-10-23 USD 3.0% 30,000,000 182,907,000 E bank 2013-7-1 2016-6-12 USD Libor+2.8% 25,000,000 152,422,500 1,362,112,500 (b) Due day of long term loans: Dec. 31, 2013 Dec. 31, 2012 one to two years 1,503,566,000 182,279,500 two to five years 609,690,000 691,405,000 2,113,256,000 873,684,500 (c) Weighted average annual interest rate: Weighted average annual interest rate of long-term loans of the Group in 2013 is 3.046% (2012: 3.043%). (31) Bonds payable Dec. 31, 2013 Dec. 31, 2012 Bank’s medium-term notes 5,996,415,674 5,989,815,674 Debt financing instruments 1,994,850,000 1,994,850,000 7,991,265,674 7,984,665,674 Less: bonds due and payable within one year (NotesV (29)) (4,193,487,763) - 3,797,777,911 7,984,665,674 - 86 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (31) Bonds payable (continued) Addition issues Issuance cost Total face value Issuance cost Dec. 31, 2012 Dec. 31, 2013 current period amortization report year Issued in 2009 First Intermediate-term bills (a) 1,800,000,000 (27,000,000) 1,793,546,331 - 5,400,000 1,798,946,331 Second Intermediate- term bills (a) 400,000,000 (6,000,000) 398,491,432 - 1,200,000 399,691,432 Issued in 2011 First Intermediate-term bills (b) 3,800,000,000 (22,250,000) 3,797,777,911 (11,400,000) 11,400,000 3,797,777,911 Closed redirect debt financing tools (c) 2,000,000,000 (12,000,000) 1,994,850,000 (6,000,000) 6,000,000 1,994,850,000 7,984,665,674 (17,400,000) 24,000,000 7,991,265,674 (a) As approved by the Zhong Shi Xie Zhu (2009) MTN16 Notification of Registration Filing from Association of Traders Among Bank of China, the Company publicly issued its 2009 intermediate-term bills on Mar. 12, 2009 and Apr. 9, 2009, total amount 1,800,000,000 yuan, 400,000,000 yuan, term 5 years, fixed annual interest rate 4.10%, 4.00%, interest to be paid once a year. (b) As approved by the Zhong Shi Xie Zhu (2011) MTN25 Notification of Registration Filing from Association of Traders Among Bank of China, the Company publicly issued non-public directive liability financing instruments on Feb. 4, 2011, total amount 3,800,000,000 yuan, term 5 years, on simple annual interest basis, fixed annual interest rate 5.85%, interest to be paid once a year. Cost of the issuance of the bonds is paid annually. (c) As approved by the Zhong Shi Xie Zhu (2011) PPN16 Notification of Registration Filing from Association of Traders Among Bank of China, the Company publicly issued non-public directive liability financing instruments on Nov. 8, 2011, total amount 2,000,000,000 yuan, term 3 years, on simple annual interest basis, fixed annual interest rate 6.46%, interest to be paid once a year. Cost of the issuance of the bonds is paid annually. Above bonds bear no pledge or guaranty. - 87 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (32) Expected liabilities Addition Deduction Dec. 31, 2012 report report year Dec. 31, 2013 period Estimated after- sales service cost 178,851,035 64,663,046 (57,179,331) 186,334,750 Other 14,456,650 - (14,456,650) - 193,307,685 64,663,046 (71,635,981) 186,334,750 (33) Other non-current liabilities Addition Deduction Dec. 31, 2012 report report year Dec. 31, 2013 period Land compensation (a) 43,916,667 - (1,000,000) 42,916,667 (a) Other non-current liabilities refer to the compensation payment obtained in 2007 by the Group’s subsidiary from Shanghai World Expo Land Reserve Centre. The said compensation is amortized in even years according to land use term of 50 years. (34) Capital stock Dec. 31, 2013 Report year movement Dec. 31, 2012 Shares without sales limitation --- RMB common shares 2,768,331,384 - 2,768,331,384 Foreign investment - shares listed on domestic market 1,621,963,200 1,621,963,200 4,390,294,584 - 4,390,294,584 - 88 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (34) Capital stock (continued) Report year Dec. 31, 2011 movement Dec. 31, 2012 Circulating after listing of shares restricted shares Shares with sales limitation - State corporate shares 220,733,084 (220,733,084) - Foreign investment shares 763,963,200 (763,963,200) - Including: Overseas corporate shares 763,963,200 (763,963,200) - 984,696,284 (984,696,284) - Shares without sales limitation --- RMB common shares 2,547,598,300 220,733,084 2,768,331,384 Foreign investment shares listed on domestic market 858,000,000 763,963,200 1,621,963,200 3,405,598,300 984,696,284 4,390,294,584 4,390,294,584 - 4,390,294,584 According to the "Shanghai Zhenhua Heavy Industries (Group) Restricted Shares Listing for Circulation Notification" the Company posted on March 16, 2012, term of restriction to sales of the outstanding shares of 220733084 shares held by CCCC terminates on March 20, 2012, circulating starting at Shanghai Stock Exchange’s A share market. According to Zhengjian Gongsi Zi (2000) No. 140 "Notification on Issue Concerning Non—B Shares Circulation of Company with Domestically Listed Foreign Investment Shares (B-shares)" issued by China Securities Regulatory Commission, restriction term of the foreign legal person shares held by the Company’s foreign investment legal person shareholder Hong Kong Zhenhua Engineering Co. Ltd. and Macao Zhenhua Harbour Engineering Co., Ltd. ended on December 25, 2012, starting to circulate on Shanghai Stock Exchange B share market. By December 31, 2012, all the original non-Trading shares held by shareholders of the Company have been listed for circulation. - 89 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (35) Capital reserve Addition report Deduction report Dec. 31, 2012 period (a) year (a) Dec. 31, 2013 Capital stock premium 5,415,828,267 - - 5,415,828,267 Other Capital reserve -Available-for-sale financial assets fair value change (Notes V(46)) 103,763,237 338,177,127 (150,188,587) 291,751,777 -Available-for-sale financial assets fair value change related Deferred corporate tax impac (15,723,384) (50,726,569) 22,528,290 (43,921,663) -purchase subsidiary Minority interest (711,345) - - (711,345) -Transfer from capital reserve based on former norms 129,118,869 - - 129,118,869 5,632,275,644 287,450,558 (127,660,297) 5,792,065,905 (a) Addition report year refer to fair value change of financial assets available for sale – equity tool and financial assets available for sale – bank financial products. Deduction report year means fair value change cumulative amount of disposal of financial assets available for sale –bank financial products transferred out into current P&L. Addition report Deduction Dec. 31, 2011 period (a) report year (a) Dec. 31, 2012 Capital stock premium 5,415,828,267 - - 5,415,828,267 Other Capital reserve -Available-for-sale financial assets fair value change (Notes V(11), V(45)) 88,202,227 134,707,715 (119,146,705) 103,763,237 -Available-for-sale financial assets fair value change related Deferred corporate tax impact (Notes V (11)) (13,389,232) (20,206,158) 17,872,006 (15,723,384) -purchase subsidiary Minority interest (711,345) - - (711,345) -Transfer from capital reserve based on former norms 129,118,869 - - 129,118,869 5,619,048,786 114,501,557 (101,274,699) 5,632,275,644 - 90 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (36) Surplus reserve Report year Dec. 31, 2012 movement Dec. 31, 2013 Statutory surplus reserve 1,227,769,193 - 1,227,769,193 Discretionary surplus reserve 292,378,668 - 292,378,668 1,520,147,861 - 1,520,147,861 Report year Dec. 31, 2011 movement Dec. 31, 2012 Statutory surplus reserve 1,227,769,193 - 1,227,769,193 Discretionary surplus reserve 292,378,668 - 292,378,668 1,520,147,861 - 1,520,147,861 According to P. R. China Company Law, the Company’s Article of Association and board meeting decisions, the Company accrues 10% of its net profit as statutory surplus reserve. When statutory surplus reserve accumulated reached 50% of the Capital stock, the Company can stop accruing. Statutory surplus reserve can be used to compensate loss upon approval, or to increase Capital stock. The Company did not withdraw statutory surplus reserve due to loss in 2013 (2012: no). (37) Undistributed profit 2013 2012 Amount Appropriati Amount Appropriati on or on or allocation allocation ratio ratio Starting undistributed profit 2,668,221,534 3,711,887,375 Add: net loss / profit attributable to parent company report year 139,836,320 (1,043,665,841) Less: statutory surplus reserve - 10% - 10% Closing undistributed profit 2,808,057,854 2,668,221,534 As of Dec. 31, 2013, undistributed profit includes 76,398,671 yuan balance of surplus reserve attributable to parent company’s subsidiaries (Dec. 31, 2012: 69,896,384 yuan). - 91 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (38) Minority interest Minority interest attributable to subsidiaries: investment Increased Dec. 31, 2012 gains Dec. 31, 2013 investment /(loss) Shanghai Port Machinery Heavy Industry Co., Ltd. 101,471,326 - (1,926,127) 99,545,199 Shanghai Zhenhua Shipping Co. Ltd. 105,574,370 - (5,943,499) 99,630,871 Shanghai Zhenhua Port Machinery Heavy Industry Co., Ltd. 996,878 - 29,847 1,026,725 Shanghai Zhenhua Heavy Industries Steel Structure Co., Ltd. 666,671 - 76,838 743,509 Shanghai Zhenhua Heavy Industries (Group) Zhangjiagang Co., Ltd. (2,408,285) - 1,767,956 (640,329) ZPMC LANKA COMPANY (PRIVATE) LIMITED - 2,563,812 235,287 2,799,099 206,300,960 2,563,812 (5,759,698) 203,105,074 (39) Operating revenue and operating cost 2013 2012 Major operating income 22,922,228,961 17,911,019,990 Other operating income 279,326,839 344,132,106 23,201,555,800 18,255,152,096 2013 2012 Major operating cost 21,109,707,588 17,050,819,359 Other operating cost 327,309,539 311,850,992 21,437,017,127 17,362,670,351 (a) Major operating income and major operating cost (i) In products: 2013 2012 Major operating Major operating Major operating Major operating income cost income cost Container cranes 12,264,473,442 10,797,268,174 10,665,511,120 9,802,797,463 Marine heavy equipment 4,234,165,039 4,111,296,503 3,458,011,185 3,333,677,227 Bulk machinery 3,063,018,182 2,952,903,243 2,907,233,682 2,889,954,429 Nanjing High Speed ―Construction – transfer‖ Item 2,191,444,746 2,117,812,203 - - Steel structures 872,320,624 846,489,536 640,310,882 749,503,259 Vessel shipping and others 296,806,928 283,937,929 239,953,121 274,886,981 22,922,228,961 21,109,707,588 17,911,019,990 17,050,819,359 - 92 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (39) Operating revenue and operating cost (continued) (a) Major operating income and major operating cost (continued) (ii) In regions: 2013 2012 Major operating Major operating Major operating Major operating income cost income cost Asia (excluding Mainland China) 7,846,459,461 7,004,711,224 3,808,763,314 3,560,857,624 Mainland China 6,421,156,627 6,208,543,425 5,514,344,061 5,350,212,132 America 4,092,730,033 3,785,004,130 3,251,058,441 3,124,271,416 Europe 2,578,325,273 2,422,302,228 2,751,062,479 2,802,729,625 Mainland China (Export)(Note1) 872,958,359 745,615,595 931,882,457 786,877,331 Africa 746,562,797 631,635,376 949,993,166 790,053,379 Oceania 364,036,411 311,895,610 703,916,072 635,817,852 22,922,228,961 21,109,707,588 17,911,019,990 17,050,819,359 Note 1: In this part, amounts listed in the 2013 and 2012 Mainland China (export) item refer to the major operating income and cost the Company firstly exports to its overseas subsidiary or related party and the latter sells to domestic customers. (b) Other operating income and other operating cost 2013 2012 Other operating Other Other operating Other income operating cost income operating cost Sales of materials 146,982,837 275,173,564 237,399,092 263,914,351 Equipment leasing and others 132,344,002 52,135,975 106,733,014 47,936,641 279,326,839 327,309,539 344,132,106 311,850,992 - 93 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (39) Operating revenue and operating cost (continued) (c) Operating income of the Group from top10 clients: Operating income from top 10 construction contract clients is 7,194,567,015 yuan (for 2012: 2,897,862,074 yuan), taking 30% (as of 2012: 16%) of total sales income of the Group. Details are as follows: Operating revenue Proportion in total operating income of the Group (%) COMPANY A 2,191,444,746 9% COMPANY B 1,126,665,069 5% COMPANY C 702,443,948 3% COMPANY D 657,171,711 3% COMPANY E 571,551,760 2% COMPANY F 539,286,548 2% COMPANY G 443,614,357 2% COMPANY H 351,398,987 2% COMPANY I 317,935,969 1% COMPANY J 293,053,920 1% 7,194,567,015 30% (40) Business tax and charges 2013 2012 Business tax 71,503,162 11,168,140 Urban maintenance and construction tax 11,267,108 9,361,479 Education charges 8,565,077 7,721,766 Others 3,961,137 4,253,315 95,296,484 32,504,700 - 94 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (41) Selling expenses 2013 2012 Employee remuneration 32,390,264 19,272,884 Travel expenses 21,289,067 15,903,041 Fixed assets depreciation (Notes V(15)) 4,396,487 4,925,548 Tender expenses 2,327,153 1,985,052 Office expenses 1,838,344 106,126 Exhibition expenses 1,508,423 2,844,926 Advert expenses 1,693,853 2,279,231 Other 3,204,113 1,973,251 68,647,704 49,290,059 (42) General expenses 2013 2012 R&D expenses 696,452,611 598,968,230 Employee remuneration 302,860,382 208,360,215 Fixed assets depreciation (NotesV (15)) 89,667,665 53,951,436 Intangible assets amortization (NotesV 56,420,566 59,834,778 (17)) Taxes 44,100,706 45,697,985 Office expenses 38,561,429 35,893,490 PR expenses 18,774,654 26,698,101 Expenses on employing intermediary 9,835,000 7,910,493 Travel expenses 6,503,661 7,178,011 Maintenance expenses 6,060,915 1,924,398 Consultation expenses 3,230,257 3,319,818 Insurance expenses 2,391,206 2,131,064 Conference expenses 2,244,944 9,066,864 Information expenses 2,213,297 3,571,896 Other 73,608,246 62,356,968 1,352,925,539 1,126,863,747 - 95 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (43) Financial expenses/(income)-- Net 2013 2012 Interests expenses- 943,481,809 824,432,963 Including: loans from bank, short-term financing bonds and Interest Intermediate- term bills 943,481,809 824,432,963 Less: interest income (107,046,637) (130,161,555) Foreign exchange loss 109,069,248 106,173,538 Less: foreign exchange income (370,863,489) (181,222,675) Amortization of issue cost of short-term financing bonds and intermediate-term bills (Note V (31)) 24,000,000 23,450,000 Other 28,543,524 37,834,341 627,184,455 680,506,612 (44) Assets impairment loss 2013 2012 Inventories impairment loss (NotesV (19)) 305,615,043 143,826,788 Receivables loss due to Bad debt provision (NotesV (19)) 304,575,957 62,890,682 Expected contract loss (NotesV (19)) 175,482,951 187,645,319 785,673,951 394,362,789 (45) Income from fair value movement -- Net 2013 2012 Trading financial Assets - Fair value movement (losses) /gains (Note V (2)) 95,160,012 (35,669,293) Trading financial Liabilities - Fair value movement gains (Note V (2)) (644,404) 2,289,600 94,515,608 (33,379,693) - 96 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (46) Investment gains 2013 2012 On cost basis accounting basis other long term equity investment income 17,057 860 On equity basis accounting basis Long term equity investment gains/ loss (NotesV (13)(a)(b)) (3,111,958) 21,445,467 Investment gains from disposal financial assets available-for-sale–equity tool period 1,000,000 500,000 Investment gains from disposal financial assets available-for-sale–bank financial products (NotesV (35)(a)) 150,188,587 119,146,705 Investment gains from disposal of subsidiaries (NotesIV(3)(c)) 749,942,782 - 898,036,468 141,093,032 (47) Non-operating income 2013 2012 Amount booked into 2013 non- recurring gains/losses Non Current assets disposal income 260,792,838 101,780,247 260,792,838 Including: land and building levy compensation income - 77,867,212 - other Fixed assets disposal income(a) 260,792,838 23,913,035 260,792,838 Government subsidy(b) 47,878,876 28,730,126 47,878,876 other 6,218,237 1,847,589 6,218,237 314,889,951 132,357,962 314,889,951 (a) The Company sold the ―Zhenfu 7‖ 4000 tons barge crane at a price of 440 million yuan to related parties CCCC First Harbor Engineering First Engineering Co., Ltd. The barge crane was used as hoisting item in the Company’s daily production and managed as fixed assets. On Dec. 31, 2013 the unrecovered sales amount remains 10,000,000 yuan(NotesV (6)). - 97 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (47) Non-operating income (continued) (b) Government subsidy specifications: 2013 2012 Financial allocation 32,778,876 19,586,301 Science and technology subsidy 14,100,000 8,143,825 Land compensation 1,000,000 1,000,000 47,878,876 28,730,126 Fiscal funding mainly include government financial subsidies and local fiscal incentives, which belongs to the government grants related to income; technology grants including subsidies of the key science and technology R&D items allocated by the Ministry of Science and Technology and the Ministry of Industry and Information Technology, which belongs to the government grants related to income. Compensation for land belongs to the government grants related to assets (NotesV (33)). (48) Non-operating expense 2013 2012 Amount booked into 2013 non- recurring gains/losses Non Current assets disposal loss 19,598,889 4,728,848 19,598,889 Including: Losses from disposal of fixed assets 19,598,889 4,728,848 19,598,889 Other 2,224,583 15,486,754 2,224,583 21,823,472 20,215,602 21,823,472 - 98 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (49) Corporate income tax expenses 2013 2012 Current period corporate tax 24,853,675 1,611,269 Deferred corporate tax (38,501,202) (73,743,850) (13,647,527) (72,132,581) 2013 2012 Total profit / (loss) 120,429,095 (1,171,190,463) Corporate tax expenses calculated by the rate of 15% 18,064,364 (175,678,569) Impact of tax rate differences on corporate tax expenses 17,990,567 177,636 Addition and deduction of technological development expenses (21,461,206) (24,626,407) Non-taxable income (17,527,692) (858) Non-deductible cost, expenses and loss 17,710,271 3,414,006 Compensable loss of deferred corporate tax assets unconfirmed current period 14,327,270 88,162,173 Temporary differences of unconfirmed deferred income tax - 28,571,452 Deductible losses using early unconfirmed deferred income tax (42,984,705) - Adjustment of final settlement prior year 233,604 7,847,986 Corporate income tax expenses (13,647,527) (72,132,581) - 99 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (50) Earning/ (loss) per share (a) Basic Earning (loss) per share Basic (loss) / earnings per share is calculated by dividing consolidated net (loss) / earnings belonging to common share holders of parent company by the weighted average number of common shares publicly issued by parent company: 2013 2012 Consolidated net gains / (loss ) belonging to common share holders of parent company 139,836,320 (1,043,665,841) weighted average number of common shares publicly issued by parent company 4,390,294,584 4,390,294,584 Basic Earnings / (loss) per share 0.03 (0.24) (b) Diluted earnings / (loss) per share Diluted earnings / (loss) per action is calculated by the consolidated net earnings / (loss) attributable to parent company common shareholders after adjustment upon diluting potential common shares divided by the average number of common shares. In 2012 and 2013 the Company had no diluting potential common shares. Thus, diluted earnings / (loss) per share equal basic earnings / (loss) per share. (51) Other comprehensive income 2013 2012 Asset earnings amount from available-for-sale financial 338,177,127 134,707,715 Less: income tax impact from available-for-sale financial assets (50,726,569) (20,206,158) Net amount of other comprehensive earning converted into current P&L in current year (127,660,297) (101,274,699) Foreign currency translation difference 25,654 12,973 159,815,915 13,239,831 - 100 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (52) Cash flow statements notes (a) Cash receipt related with other operational activities 2013 2012 Cash receipt of government allowance and bonus 154,300,454 63,512,311 Net recoveries of staff fraternity amounts 18,507,190 - Customs deposits received 64,227,064 - Cash receipt from income from fines 2,767,165 1,847,589 Payment received for insurance compensation - 23,372,999 Others 3,751,072 2,754,566 243,552,945 91,487,465 (b) Cash payment related with other operational activities 2013 2012 Selling and general expenses 195,284,562 185,142,731 Financial expenses formality cost 28,543,524 37,834,341 Customs guarantee deposit - 73,497,127 Net expenses of Mutual Assistance Association loans - 3,340,431 Others 7,844,198 13,985,902 231,672,284 313,800,532 (c) Cash receipt related with other investment activities 2013 2012 Interest income 135,189,201 96,930,003 Capital contributions from minority shareholders 2,563,812 - 137,753,013 96,930,003 (d) Receipt of other cash related to financing activities 2013 2012 Recovery of restricted bank deposits 6,157,492,641 3,465,537,200 - 101 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (52) Cash flow statements notes (continued) (e) Payment of other cash related to financing activities 2013 2012 Intermediate term notes issuance cost expenses 17,400,000 17,400,000 Restricted bank deposits made 3,479,049,525 6,398,814,488 3,496,449,525 6,416,214,488 (53) Supplementary information of cash flow statements (a) The net profit / (loss) adjusted to cash flow from operating activities 2013 2012 Net profit / (loss) 134,076,622 (1,099,057,882) Add/(less): assets impairment provision 785,673,951 394,362,789 Fixed assets and Investment property depreciation 1,165,585,522 1,205,731,280 Intangible assets and Investment property amortization 61,745,231 59,834,778 Disposal of fixed assets and intangible assets ( income)/ loss (241,193,949) (97,051,399) fair value change (income) / loss (94,515,608) 33,379,693 Financial expenses 485,873,502 704,641,700 investment gains (898,036,468) (141,093,032) Deferred corporate tax assets increase (14,540,533) (71,738,500) Deferred corporate tax liabilities increase (23,960,669) 328,802 Inventories increase / (decrease) 1,260,208,737 (1,402,482,118) Building contract amount ( increase) / decrease 631,829,824 1,191,275,779 Operating receivables (increase) / decrease (2,894,147,723) 920,181,286 Operating payables increase 580,577,897 1,367,290,822 Net cash flow from operation activities 939,176,336 3,065,603,998 - 102 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (53) Supplementary information of cash flow statements (continued) (b) Net cash movement 2013 2012 Closing cash balance 3,152,471,807 2,357,608,044 Less: starting cash balance (2,357,608,044) (1,992,617,410) Net cash increase 794,863,763 364,990,634 (c) Cash Dec. 31, 2013 Dec. 31, 2012 Cash 3,152,471,807 2,357,608,044 Including: cash in hand 495,019 530,366 Bank deposits disposable 3,002,350,930 2,320,289,080 Other monetary funds disposable 149,625,858 36,788,598 Closing cash balance 3,152,471,807 2,357,608,044 - 103 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) V Notes to major items in the consolidated financial statements (continued) (54) Assets with restricted ownership Addition report Deduction report Dec. 31, 2012 period year Dec. 31, 2013 Other monetary capital restricted 3,023,161,180 5,464,521,287 (8,124,510,311) 363,172,156 VI Related parties and related transaction (1) Profiles of parent company (a) Profiles of parent company Name Type Registered place Legal Type of Organizational representat business code ives China Corporate No. 88, C Liu Qitao Port project 710934369 Communicat Company Andingmen Wai contracting and ions Street, Dongcheng related businesses Corporation District, Beijing China Communications Construction Group Corporation is the ultimate controller of the Company. (b) Parent company’s registered capital and the movement 2012 Addition report period 2013 Name Dec. 31 Dec. 31 China Communications Corporation 14,825,000,000 - 14,825,000,000 (c) Parent company’s holding proportion and voting proportion in the Company: Name 2013 Dec. 31 2012 Dec. 31 Voting Holding Holding Proportion Proportion Proportion Voting Proportion China Communications Corporation 28.828% 28.828% 28.828% 28.828% As of Dec.31, 2013, China Communications Corporation and its controlled Hong Kong Zhenhua Engineering Co., Ltd. (holding 17.076% stake of the Company) and Macau Zhenhua Bay Engineering Co., Ltd. (holding 0.325% stake of the Company) together hold 46.229% of the Company’s stake (Dec. 31, 2012: 46.229%). - 104 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (2) Subsidiary profiles For information of subsidiaries, refer to Note IV. (3) Joint ventures and associates Legal Holdin Type Registered representat Registered Voting Organizational Name Type of business g ratio code place ives capital ratio Joint ventures – Jiangsu Longyuan Marine Limited Jiangsu Zhenhua Marine Fei Zhi engineering 260,000,000 50% 50% 555857534 company Nantong Engineering Co., Ltd. construction ZPMC Mediterranean Limited Turkey n.a port machinery 50,000 Turkish Liman Makinalari 50% 50% n.a (note 1) company Istanbul (note 1) technical service lira Ticaret Anonim Sirketi Associates – real estate CCCC Real Estate Limited Jiangsu Sui Jian operation and 900,000,000 20% 20% 06764341-4 Yixing Co., Ltd. company Wuxi bo development Shanghai Zhenhua Heavy Industries (Group)Limited Jiangsu Zhou Fa Pain production 49,800,000 20% 20% 72419768-9 Changzhou Paint Co., company Changzhou hua Ltd. CCCC Marine vessel Engineering Vessel technology Limited Shanghai Chen Y Technology development 60,000,000 25% 25% 055874741 company Pudong un Research Centre Co., and Ltd. consulting - 105 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (4) Other related parties Name Organizational Relation with the Group code Hong Kong Zhenhua Engineering Co., Ltd. Controlled by the same parent company n.a (note 1) Macau Zhenhua Bay Engineering Co., Ltd. Controlled by the same parent company n.a (note 1) CCCC Shanghai Dredging Co., Ltd. Controlled by the same parent company 13222855X CCCC First Harbor Engineering Co., Ltd. Controlled by the same parent company 103061068 No.1 Engineering Co., Ltd. of CCCC First Harbor Engineering Controlled by the same parent company Co., Ltd. 103622427 No.2 Engineering Co., Ltd. of CCCC First Harbor Engineering Controlled by the same parent company Co., Ltd. 163570841 No.5 Engineering Co., Ltd. of CCCC First Harbor Engineering Controlled by the same parent company Co., Ltd. 105252888 Installation Engineering Co., Ltd.of CCCC First Harbor Controlled by the same parent company Engineering Co., Ltd. 23879981X CCCC First Harbor Engineering Survey and Design Institute 401360728 Co., Ltd. Controlled by the same parent company CCCC Second Harbor Engineering Co., Ltd. Controlled by the same parent company 177685391 No.2 Engineering Co., Ltd. of CCCC Second Harbor Engineering Co., Ltd. Controlled by the same parent company 778492034 No.3 Engineering Co., Ltd. of CCCC Second Harbor Controlled by the same parent company Engineering Co., Ltd. 141379843 CCCC Third Harbor Engineering Co., Ltd. Controlled by the same parent company 132660027 CCCC Third Harbor Engineering Survey and Design Institute Controlled by the same parent company Co., Ltd. 132211555 CCCC Third Harbour Engineering Xing’an Construction Controlled by the same parent company Engineering Co., Ltd. 133832150 CCCC Fourth Harbour Engineering Co., Ltd. Controlled by the same parent company 190432129 No.2 Engineering Co., Ltd. of CCCC Fourth Harbour Controlled by the same parent company Engineering Co., Ltd. 190432495 No.1 Engineering Co., Ltd. of CCCC Second Highway 10264769X Engineering Bureau Co., Ltd. Controlled by the same parent company No.6 Engineering Co., Ltd. of CCCC Second Highway 103620456 Engineering Bureau Co., Ltd. Controlled by the same parent company CCCC Second Highway Engineering Bureau Co., Ltd. Controlled by the same parent company 220521254 CCCC Shanghai Equipment Engineering Co., Ltd. Controlled by the same parent company 134616310 CCCC Shanghai Dredging Equipment Industry Co., Ltd. Controlled by the same parent company 133597103 CCCC Tianjin Dredging Co., Ltd. Controlled by the same parent company 103061113 Tianjin China Communications Bomaike Marine Vessel Heavy 666122741 Industry Co., Ltd. Controlled by the same parent company CCCC Tianhe Machinery Manufacturing Co., Ltd. Controlled by the same parent company 552530122 Yueyang Chenglingji Xingang Co., Ltd. Controlled by the same parent company 661668630 China Harbor Engineering Co., Ltd. Controlled by the same parent company 710933796 China Communications Water Transportation Design & Controlled by the same parent company Research Co.,Ltd. 400007594 CCCC Highway Consultants Co., Ltd. Controlled by the same parent company 100011866 CCCC Tunnel Engineering Co., Ltd. Controlled by the same parent company 710933470 Friede & Goldman, Llc. Controlled by the same parent company n.a (note 1) China Communications Materials & Equipment Co., Ltd. Controlled by the same parent company 102027271-1 Shanghai Jiangtian Industrial Co., Ltd. Controlled by the same parent company 13380509-9 Note 1: Companies thus concerned are subsidiaries incorporated overseas or in Hong Kong or Macau. These companies do not have legal persons or organizational code. - 106 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (5) Related transactions (a) Related transactions pricing and decision-making procedures The Group and the related party, the transaction price is based on mutual agreement and with reference to market price as the pricing basis. (b) Selling goods to Related party Related 2013 2012 Related party transacti amount Proportion in amount Proportion in ons same kind same kind details Selling 205,152,024 0.89% 346,400,234 1.93% Friede & Goldman, Llc. goods CCCC First Harbor Selling 114,440,145 0.50% 409,262,264 2.28% Engineering Co., Ltd. goods CCCC Third Harbor Selling 82,764,097 0.36% 36,392,562 0.20% Engineering Co., Ltd. goods No.1 Engineering Co., Selling 80,146,121 0.35% - - Ltd. of CCCC First goods Harbor Engineering Co., Ltd. No.2 Engineering Co., Selling 71,007,524 0.31% - - Ltd. of CCCC Fourth goods Harbour Engineering Co., Ltd. China Harbor Selling 48,007,343 0.21% 290,815,565 1.62% Engineering Co., Ltd. goods CCCC Third Harbor Selling 47,061,169 0.21% - - Engineering Survey goods and Design Institute Co., Ltd. No.2 Engineering Co., Selling 41,143,743 0.18% - - Ltd. of CCCC goods Second Harbor Engineering Co., Ltd. No.2 Engineering Co., Selling 8,821,784 0.04% - - Ltd. of CCCC First goods Harbor Engineering Co., Ltd. Jiangsu Longyuan Selling 8,362,205 0.04% 88,536,202 0.49% Zhenhua Marine goods Engineering Co., Ltd. CCCC Fourth Harbour Selling 6,676,126 0.03% - - Engineering Co., Ltd. goods CCCC Shanghai Selling - - 128,409,573 0.72% Dredging Co., Ltd. goods CCCC Tianjin Dredging Selling - - 100,787,687 0.56% Co., Ltd. goods CCCC Shanghai Selling - - 5,458,020 0.03% Equipment goods Engineering Co., Ltd. China Communications Selling - - 2,964,862 0.02% Corporation goods CCCC Second Harbor Selling - - 2,371,795 0.01% Engineering Co., Ltd. goods 713,582,281 3.12% 1,411,398,764 7.86% - 107 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (c) Related party provided labour service for the Group Related 2013 2012 Related party transacti amount Proportion in amount Proportion in ons same kind same kind details CCCC Second providing 799,509,310 3.79% - - Highway labour Engineering Bureau Co., Ltd. No.3 Engineering providing 752,787,495 3.57% Co., Ltd. of CCCC labour Second Harbor Engineering Co., Ltd. CCCC Tunnel providing 166,222,974 0.79% - - Engineering Co., labour Ltd. CCCC Third Harbor providing 99,935,530 0.47% - - Engineering Co., labour Ltd. China providing 68,366,760 0.32% 45,299,902 0.27% Communications labour Corporation Installation providing 9,029,456 0.04% - - Engineering Co., labour Ltd.of CCCC First Harbor Engineering Co., Ltd. CCCC Third Harbour providing 854,701 0.00% - - Engineering labour Xing’an Construction Engineering Co., Ltd. Tianjin China providing - - 78,539,419 0.46% Communications labour Bomaike Marine Vessel Heavy Industry Co., Ltd. 1,896,706,226 8.98% 123,839,321 0.73% (d) Purchasing goods from related party Related 2013 2012 Related party transactions amount Proportion in amount Proportion in details same kind same kind China Communications purchasing 168,908,244 1.16% - - Materials & Equipment goods Co., Ltd. CCCC Shanghai purchasing 125,955,250 0.87% 61,510,825 0.68% Equipment Engineering goods Co., Ltd. Shanghai Zhenhua Heavy purchasing 74,818,457 0.51% 78,436,778 0.86% Industries (Group) goods Changzhou Paint Co., Ltd. China Communications purchasing 136,752 0.00% - - Water Transportation goods Design & Research Co., Ltd. 369,818,703 2.54% 139,947,603 1.54% - 108 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (e) Related party built docks and workshops for the Group Related 2013 2012 Related party transactio amount Proportion in amount ns same kind Proportion in details same kind CCCC Shanghai providing - - 2,882,000 0.83% Dredging labour Equipment Industry Co., Ltd. CCCC Third providing - - 160,500 0.05% Harbor labour Engineering Co., Ltd. - - 3,042,500 0.88% (f) Selling assets or equity to related parties 2013 2012 Related party Related amount Proportion in amount Proportion in transactio same kind same kind ns details China equity 840,241,472 100% - - Communications transfer Corporation No.1 Engineering Co., asset 440,000,000 99% - - Ltd. of CCCC First transfer Harbor Engineering Co., Ltd. (g) Key executives’ salaries 2013 2012 Key executives’ salaries 11,687,500 11,020,011 Number of key executives of the Group in 2013 is 26 (2012: 26). - 109 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (6) Balances of receivables and payables from or to related parties (a) Receivables from related parties: 2013 Dec. 31 2012 Dec. 31 book value bad debt book value bad debt balance provision balance provision Accounts 172,550,780 - 113,640,319 - receivable CCCC First Harbor Engineering Co., Ltd. Friede & Goldman, Llc. 90,118,279 - 179,199,606 - No.1 Engineering Co., Ltd. of CCCC First 69,000,000 - 129,000,000 - Harbor Engineering Co., Ltd. CCCC Third Harbor Engineering Co., Ltd. 64,649,984 - 8,490,297 - China Harbor Engineering Co., Ltd. 55,542,759 - 152,838,218 - China Communications Corporation 42,121,680 - 48,408,090 - Jiangsu Longyuan Zhenhua Marine 41,242,615 - 42,517,974 - Engineering Co., Ltd. CCCC Third Harbor Engineering Survey 29,000,000 - - - and Design Institute Co., Ltd. No.6 Engineering Co., Ltd. of CCCC 16,160,000 - 24,000,000 - Second Highway Engineering Bureau Co., Ltd. CCCC Second Harbor Engineering Co., 14,861,010 - 12,530,000 - Ltd. No.1 Engineering Co., Ltd. of CCCC 8,760,000 - 18,800,000 - Second Highway Engineering Bureau Co., Ltd. No.2 Engineering Co., Ltd. of CCCC First 7,949,765 - - - Harbor Engineering Co., Ltd. CCCC Fourth Harbour Engineering Co., 6,376,091 - 2,120,000 - Ltd. No.2 Engineering Co., Ltd. of CCCC 5,000,000 - 5,000,000 - Second Harbor Engineering Co., Ltd. China Communications Water 3,890,000 - - - Transportation Design & Research Co.,Ltd. CCCC Marine Engineering Vessel 1,100,000 - - - Technology Research Centre Co., Ltd. CCCC Second Highway Engineering 550,000 - 1,209,000 - Bureau Co., Ltd. No.5 Engineering Co., Ltd. of CCCC First 52,861 - - - Harbor Engineering Co., Ltd. Yueyang Chenglingji Xingang Co., Ltd. 42,000 - 42,000 - CCCC Tianhe Machinery Manufacturing - - 6,178,742 - Co., Ltd. CCCC Tianjin Dredging Co., Ltd. - - 1,051,764 - CCCC Highway Consultants Co., Ltd. - - 422,750 - CCCC Shanghai Equipment Engineering - - 144,000 - Co., Ltd. CCCC First Harbor Engineering Survey - - 109,000 - and Design Institute Co., Ltd. 628,967,824 - 745,701,760 - Other China Communications receivables Corporation 672,193,178 - - - No.1 Engineering Co., Ltd. of CCCC First Harbor Engineering Co., Ltd. 10,000,000 - - - 682,193,178 - - - China Communications Advances Corporation 18,097,954 - 53,000,886 - CCCC Third Harbour Engineering Xing’an Construction Engineering Co., Ltd. 2,200,000 - 1,200,000 - 20,297,954 - 54,200,886 - - 110 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (b) Payables to related parties 2013 Dec. 31 2012 Dec. 31 No.3 Engineering Co., Ltd. of CCCC Advances Second Harbor Engineering Co., Ltd. 414,405,206 - CCCC Second Highway Engineering Bureau Co., Ltd. 307,151,472 - CCCC Tunnel Engineering Co., Ltd. 58,454,836 - CCCC Third Harbor Engineering Co., Ltd. 53,290,609 252,892 China Communications Materials & Equipment Co., Ltd. 38,616,112 - Shanghai Zhenhua Heavy Industries (Group) Changzhou Paint Co., Ltd. 17,837,158 5,205,406 CCCC Shanghai Equipment Engineering Co., Ltd. 14,337,357 2,119,853 CCCC Third Harbour Engineering Xing’an Construction Engineering Co., Ltd. 7,189,906 3,185,045 Installation Engineering Co., Ltd.of CCCC First Harbor Engineering Co., Ltd. 1,633,418 - China Communications Water Transportation Design & Research Co.,Ltd. 160,000 - 913,076,074 10,763,196 Accounts No.1 Engineering Co., Ltd. of CCCC First payable Harbor Engineering Co., Ltd. 1,194,097 30,000,000 CCCC Third Harbour Engineering Xing’an Construction Engineering Co., Ltd. 200,000 200,000 CCCC First Harbor Engineering Co., Ltd. - 1,610,000 1,394,097 31,810,000 Dividends payable China Communications Corporation 33,472,814 33,472,814 Hong Kong Zhenhua Engineering Co., Ltd. 346,005 346,005 Macau Zhenhua Bay Engineering Co., Ltd. 6,593 6,593 33,825,412 33,825,412 Other payables China Communications Corporation 25,971,033 42,063,931 Shanghai Jiangtian Industrial Co., Ltd. 17,586,085 - CCCC Second Highway Engineering Bureau Co., Ltd. 7,971,852 - No.3 Engineering Co., Ltd. of CCCC Second Harbor Engineering Co., Ltd. 6,981,332 - CCCC Third Harbor Engineering Co., Ltd. 1,419,932 - CCCC Tunnel Engineering Co., Ltd. 734,557 - 60,664,791 42,063,931 - 111 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (7) Promises with related parties Listed The following are promises contracted but not necessarily shown on B/S with related parties as of B/S day: Related party provided labour service for the Group 2013 Dec. 31 2012 Dec. 31 CCCC Second Highway Engineering Bureau 957,934,902 - CCCC Second Harbor Engineering 925,472,532 - CCCC Third Harbor Engineering 227,825,813 - CCCC Tunnel Engineering Co., Ltd. 84,378,627 - China Communications Corporation 52,667,257 104,749,263 CCCC Third Harbour Engineering Xing’an Construction Engineering Co., Ltd. 37,076,943 28,967,434 Installation Engineering Co., Ltd.of CCCC First Harbor Engineering Co., Ltd. 29,435,537 - CCCC First Harbor Engineering Co., Ltd. 1,000,000 1,000,000 Tianjin China Communications Bomaike Marine Vessel Heavy Industry Co., Ltd. - 1,282,051 2,315,791,611 135,998,748 Related party built docks and workshops for the Group 2013 Dec. 31 2012 Dec. 31 CCCC Third Harbor Engineering Co., Ltd. 13,750,000 13,750,000 Selling goods or assets to related party 2013 Dec. 31 2012 Dec. 31 Friede & Goldman, Llc. 280,587,160 371,586,291 China Communications Water Transportation Design & Research Co.,Ltd. 66,495,726 - CCCC Fourth Harbour Engineering Co., Ltd. 60,085,135 - No.2 Engineering Co., Ltd. of CCCC Fourth Harbour Engineering Co., Ltd. 54,181,359 - No.1 Engineering Co., Ltd. of CCCC First Harbor Engineering Co., Ltd. 40,328,251 440,000,000 CCCC Third Harbor Engineering Co., Ltd. 20,633,487 55,483,009 No.2 Engineering Co., Ltd. of CCCC Second Harbor Engineering Co., Ltd. 6,652,271 - China Harbor Engineering Co., Ltd. 5,203,094 72,612,045 CCCC Third Harbor Engineering Survey and Design Institute Co., Ltd. 4,220,882 - Jiangsu Longyuan Zhenhua Marine Engineering Co., Ltd. 897,809 878,259 No.2 Engineering Co., Ltd. of CCCC First Harbor Engineering Co., Ltd. 580,096 - CCCC First Harbor Engineering Co., Ltd. 130,177 1,302,906 CCCC Tianjin Dredging Co., Ltd. - 77,648 China Communications Corporation - 103,784,931 539,995,447 1,045,725,089 - 112 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) VII. Contingencies (1) Suzhong Construction Group Co., Ltd. (Hereinafter referred to as "Suzhong Construction") contracted the project construction of the Industrial R&D Building in 2008, but the two sides entered into dispute at settlement upon completion. In September 2013 the Company filed a request to Shanghai Arbitration Commission for Suzhong Construction to pay an overdue fine of 7.444 million yuan due to delays of construction and so on, while in February 2014 Suzhong Construction filed a counterclaim to Shanghai Arbitration Commission requesting the Company to pay about 162 million yuan for the project settlement and related interest costs; the arbitration case will be initially heard shortly. The Company believes the said case shall not impose significant impact on the 2013 financial statements of the Company. (2) In 2008 the Company and Flour Limited (hereinafter referred to as "Fluor") British wind power project signed an agreement of sales and installation for wind power steel pipe pile products for the British Wind Power Project. In the project construction process, the Company and Fluor, by way of friendly consultations and in the spirit of good cooperation, maintain dispute handling normal communication mechanism. In June 2010, for the implementation of the contract, after review by the board of directors of the Company, the Company and Fluor signed a mutual exemption letter, and in 2011 settled the remaining payment. Afterwards, Flour produced claim to the Company for quality compensation, and requested the Company to cash the pay-on-claim quality guarantee bond, while the Company rejected the claim. On March 20, 2014 Flour cashed the amount of 23,409,750 euro bond. The Company has consulted professional lawyers, and is planning to claim under the guarantee bond a compensation for principal and interest loss through corresponding legal procedures. - 113 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) VIII Promises (1) Capital expense promises List in the following is the capital expenses promises not yet to be confirmed in the financial statements but the contracts have been signed on the reporting day. 2013 Dec. 31 2012 Dec. 31 House, building and equipment 92,345,336 156,329,122 (2) Operating leasing Promises According to non-revocable operating leasing contracts signed, the minimum rent to be paid is listed as follows: 2013 Dec. 31 2012 Dec. 31 within one year 14,854,526 16,536,126 one to two years 14,492,026 16,854,526 two to three years 14,849,826 15,158,692 above three years 119,163,753 134,013,579 163,360,131 182,562,923 (3) L/C Promises The company entrusted bank to issue several L/C’s to purchase imported components or parts. As of Dec.31, 2013 payables under the L/C’s amounted to 1,796,062,094 yuan (Dec. 31, 2012: 1,668,474,175 yuan). - 114 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) IX B/S future events (1) Significant external investments (a) The Group and Jiangsu Daoda Offshore Heavy Industry Company Limited signed an investment increment agreement in February 2014. According to the agreement, the Group added investment by 203,000,000 yuan into Jiangsu Daoda Offshore Heavy Industry Company Limited, and acquired a 67% stake in the company. The deal got approval by the Company's twenty-third meeting of the fifth board of directors on January 29, 2014. As of the date of approval for reporting of the financial statements, the transaction had been completed. (b) The Company considered and adopted the "Motion on Equity Participation in CCCC Financing and Leasing Company Limited" on March 24, 2014 at the twenty-fifth meeting of the fifth board of directors, by which the Company, together with its parent company China Communications Corporation, related party Chuwa Bussan Co., Ltd. and CCCC International (Hongkong) Holding Company Limited, jointly funded the establishment of CCCC Financing and Leasing Company Limited (tentative name, subject to Industrial and Commercial registration authority for final approval); the company's registered capital being 5,000,000,000 yuan, of which, the Company invested 1,500,000,000 yuan, holding 30%. The matter still needs to submit to the 2013 annual shareholders meeting for adoption. (2) Significant accounting estimate changes With the business expansion, in order to refine and improve the management of fixed assets and receivables of the Company, reflect the Company's financial position, operating results in more objective and more accurate way and provide more reliable, accurate accounting information, in reference to the Group's prior practical annual experience in the management of accounts receivable and fixed assets, the Group made changes in accounting estimates of receivables' bad debt provision and part of the fixed asset classification, the expected service life and expected net salvage value rate starting from January 1, 2014. This mentioned changes have been approved by the Company's twenty-fifth meeting of the fifth board of directors on March 24, 2014. Because the amount and structure of the receivables as of December 31, 2014 and the amount of movement of fixed assets in 2014 cannot be accurately predicted, the Group relied on receivables of 2013 as of Dec. 31and amount and structure of fixed assets, for the initial estimates. It is forecasted the changes in accounting estimates will increase 2014 annual consolidated gross profit by about 140,000,000 yuan. X Other Events The Group entered in 2009 with Spanish ADHK Company into contract with total value of USD 2.2 billion for purchase of heavy load equipment. The project in 2013 achieved no substantial progress. As of Dec. 31, 2012, the Group has invested 508,910,320 yuan to prepare materials and production, but income and cost are not yet recognized. In 2013, Group digested or transferred assets investment into other project totaling 120,571,200 yuan, and wrote off 82,000,000 yuan of stock; for some stock with signs of impairment, a provision of inventory impairment of 70,779,502 yuan was made. As of Dec. 31, 2013, remaining net assets investment amounts to 235,559,618 yuan, to be regarded as the Company's inventory. - 115 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) XI Financial instruments & risks Operation of the Group faces various financial risks: market risks (mainly foreign exchange risks and interest rate risks), credit risks and liquidity risks. The overall risk control planning of the Group aims at the unpredictability of financial market, in an attempt to minimize the potential impact on the financial result of the Group (1) Market risks (a) Foreign risks Major production of the Group is located within the boarder of China, but major businesses are settled in USD and Euro. Therefore there exist risks with already- confirmed foreign currency assets and liabilities and future foreign currency transaction (foreign currency assets and liabilities and foreign currency transaction are mainly priced by USD and Euro). The Group’s financial department is responsible for the controlling of the Group’s foreign currency transaction and the size of foreign currency assets and liabilities, to minimize foreign risks. Considering above, the Group controls its foreign risks via establishing time foreign contracts. As of Dec. 31, 2013 and Dec. 31, 2012 status of time foreign contracts not due are shown in Note V (2). As of Dec. 31, 2013 and Dec. 31, 2012, RMB amount of the Group’s foreign currency financial assets and financial Liabilities are listed as follows: Dec. 31, 2013 (RMB Equivalents) Other Foreign USD Euro monetary Total Foreign monetary Financial assets - - Monetary capital 1,054,621,917 322,790,729 148,402,668 1,525,815,314 Receivables 2,140,090,105 413,722,164 86,917,165 2,640,729,434 3,194,712,022 736,512,893 235,319,833 4,166,544,748 Foreign monetary financial liabilities - - short-term loans 9,583,865,004 - - 9,583,865,004 Payables 286,193,028 235,478,511 2,138,091 523,809,630 Non-current liabilities due within one year 176,810,100 - - 176,810,100 Long term loans 1,463,256,000 - - 1,463,256,000 11,510,124,132 235,478,511 2,138,091 11,747,740,734 - 116 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) Dec. 31,2012 (RMB Equivalents) Other Foreign USD Euro monetary Total Foreign monetary Financial assets - - Monetary capital 1,832,767,311 115,015,607 13,778,862 1,961,561,780 Receivables 2,450,133,885 408,996,005 208,010,656 3,067,140,546 4,282,901,196 524,011,612 221,789,518 5,028,702,326 Foreign monetary financial liabilities - - short-term loans 8,451,687,998 - - 8,451,687,998 Payables 350,409,535 177,255,284 - 527,664,819 Non-current liabilities due within one year 2,287,922,000 - - 2,287,922,000 Long term loans 873,684,500 - - 873,684,500 11,963,704,033 177,255,284 - 12,140,959,317 As of December 31, 2013, regarding all kinds of financial assets and financial liabilities in USD of the Group, if the yuan sees an appreciation or depreciation by 1% against the dollar, while other factors remain unchanged, the Group will increase or decrease the total profit by approximately 83,154,121 yuan (December 31, 2012: to reduce or increase the losses totaling approximately 76,808,028 yuan). As of December 31, 2013, regarding the Group's all kinds of financial assets in Euro and the financial liabilities in Euro, if the RMB sees appreciation or depreciation agaginst Euro by 1%, while other factors remain unchanged, the Group will reduce or increase the total profit by approximately 5,010,344 yuan (December 31, 2012: to increase or reduce the total amount of losses by 3,467,563 yuan). (b) Interest rate risks Interest rate risks of the Group mainly originate from long-term liabilities with interest including long term bank loans and bonds payable. Financial liabilities with flexible rates confront the Group with cash flow interest rate risks, while financial liabilities with fixed rates put the Group against fair value interest rate risks. The Group fixes the fraction of contracts with fixed rates and those with flexible rates based on corresponding market environment. As of Dec. 31, 2013, the Group’s long-term liabilities with interests include only contracts with flexible rates priced in USD, and contracts with fixed rates priced in RMB and USD. Amount of contracts with flexible rates priced in USD is 1,280,349,000 yuan (Dec. 31, 2012: 873,684,500 yuan); and the amount of contracts with fixed rates priced in RMB is 4,447,777,911 yuan (Dec. 31, 2012: 7,984,665,674 yuan). and the amount of contracts with fixed rates priced in USD is 182,907,000 yuan (Dec. 31,2012: No). The financial division of the Group keeps close watch over the interest rates level of the Group. Since the rise of interest rates will increase the cost of newly added liabilities with interests, interest expenses on unpaid liabilities with interests priced in flexible rates, and will significantly impact the financial results of the Group, the management will lower the rate risks via swap contracts based on current market status. In 2013, the Group had no such swap arrangements. As of Dec. 31, 2013 when the rate of long-term liabilities with flexible rates increases or decreases by 100 basis points while other factors remain unchanged, the Group will - 117 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) decrease or increase a total interest expenditure of about 12,803,490 yuan (2012: total increased or decreased interest expenditure amount being 8,736,845 yuan). (2) Credit risks The Group manages credit risks by portfolio classification. Credit risks mainly originate from bank loans, accounts receivable, other receivables, notes receivable and other current assets -bank financial products etc. Bank deposits of the Group and other current assets -bank financial products are mainly put in state-owned banks and other large or medium-sized listed banks. Therefore, the Group believes they suffer no significant credit risks or cause any significant losses as a result of contract breach of the counterparts. In addition, speaking of accounts receivable, other receivables, and notes receivable, the Group established related policies to control credit risks. The Group evaluates clients’ credit qualification and sets corresponding credit terms on the basis of clients’ financial status, possibility of obtaining guaranty from a third-party, credit record and other factors including current market status rating. The Group monitors clients’ credit record on regular basis. When client is found with bad credit record, the Group will sent out written calls, shorten credit terms or cancel credit terms, in an attempt to ensure that the Group’s overall credit risks be within control. (3) Liquidity risks Subsidiaries within the Group are responsible for their own prediction of cash flow. The financial section of the head office continues to monitor the capital demand for short-term and long-term capital at the group level after collecting all predictions of subsidiaries, to ensure sufficient cash reserve and cashable securities. Meanwhile, the financial section of the head office continues to monitor the financial and non-financial factors prescribed in credit agreements and loan agreements, to ensure the Group should get sufficient line of credit from key financial institutions to satisfy capital demand both in short term and long term. - 118 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) On Dec. 31, 2013, as of B/S day, various financial assets and liabilities of the Group are listed as follows by due dates in undiscounted contracted cash flow (principal and interest included): Dec. 31,2013 within one year one to two years two to five years no limit Total Financial assets Monetary capital 3,515,643,963 - - - 3,515,643,963 Receivables 4,633,244,634 - - - 4,633,244,634 Notes receivable 334,519,241 - - - 334,519,241 Interest receivable 5,088,988 - - - 5,088,988 Available-for-sale financial assets 4,202,678,325 - - 172,770,000 4,375,448,325 12,691,175,151 - - 172,770,000 12,863,945,151 Financial liabilities- short-term loans 14,862,020,976 - - - 14,862,020,976 Payables 3,995,241,377 - - - 3,995,241,377 Notes payable 1,218,223,112 - - - 1,218,223,112 Interest payable 418,390,614 - - - 418,390,614 Dividends payable 33,825,412 - - - 33,825,412 Non-current liabilities due within one year 4,510,392,379 - - - 4,510,392,379 Long term loans 74,025,188 1,559,320,876 617,505,619 - 2,250,851,683 Bonds payable 225,387,500 225,387,500 3,834,580,000 - 4,285,355,000 25,337,506,558 1,784,708,376 4,452,085,619 - 31,574,300,553 - 119 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) On Dec. 31, 2012, as of B/S day, various financial assets and liabilities of the Group are listed as follows by due dates in undiscounted contracted cash flow (principal and interest included): Dec. 31, 2012 within one year one to two years two to five years No limit Total Financial assets- Monetary capital 5,380,769,224 - - - 5,380,769,224 Receivables 4,124,026,414 - - - 4,124,026,414 Notes receivable 115,069,863 - - - 115,069,863 Interest receivable 33,231,552 - - - 33,231,552 Available-for-sale financial assets 1,000,000,000 - - 124,222,545 1,124,222,545 10,653,097,053 - - 124,222,545 10,777,319,598 Financial liabilities - short-term loans 12,242,499,133 - - - 12,242,499,133 Payables 2,895,569,177 - - - 2,895,569,177 Notes payable 980,906,529 - - - 980,906,529 Interest payable 315,058,291 - - - 315,058,291 Dividends payable 33,825,412 - - - 33,825,412 Non-current liabilities due within one year 3,742,130,364 - - - 3,742,130,364 Long term loans 27,571,974 204,460,410 705,712,909 - 937,745,293 Bonds payable 447,429,167 4,556,565,277 4,059,967,500 - 9,063,961,944 20,684,990,047 4,761,025,687 4,765,680,409 - 30,211,696,143 - 120 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (4) Fair value (a) Financial instruments not measured by fair value Financial assets and liabilities not measured by fair value mainly include: Receivables, short term loans, payables, long term loans and bonds payable. Except for financial assets and liabilities listed below, the book value of other financial assets and liabilities shares very little difference with fair value. Dec. 31, 2013 Dec. 31, 2012 book value fair value book value fair value Financial liabilities - Long term loans 1,930,349,000 2,017,004,376 873,684,500 818,922,763 Bonds payable 3,797,777,911 3,776,441,036 7,984,665,674 7,943,115,828 5,728,126,911 5,793,445,412 8,858,350,174 8,762,038,591 For long term loans and bonds payable not having activating market, fair value is determined by the present value of contracted future cash flow after being discounted by comparable market credit class and the interest rate of also the same cash flow under the same conditions. (b) Financial instruments measured by fair value According to the lowest tier of the input value most significant to fair value measuring, fair value can be classified into the following tiers: Tier One: quotation of the same kind of assets or liabilities on activating market. Tier Two: input value of assets or liabilities observable directly (e.g. obtaining from price) or indirectly (e.g. estimated on the basis of price) except for market quotation at Tier One. Tier Three: input value (unobservable input value) based on variants other than observable market data. - 121 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) On Dec. 31, 2013, financial assets and liabilities measured by fair value are listed as follows based on above 3 tiers: tier one tier two tier three Total Financial assets- Trading financial assets - Forward foreign exchange contracts - 121,169,489 - 121,169,489 Available-for-sale financial assets - Available-for-sale equity instruments 172,770,000 - - 172,770,000 - short-term financial products - 4,202,678,325 - 4,202,678,325 172,770,000 4,323,847,814 - 4,496,617,814 Financial liabilities - Trading financial liabilities - Forward foreign exchange contracts - 644,404 - 644,404 - 644,404 - 644,404 On Dec. 31, 2012, financial assets and liabilities measured by fair value are listed as follows based on above 3 tiers: tier one tier two tier three Total Financial assets- Trading financial assets - Forward foreign exchange contracts - 26,009,477 - 26,009,477 Available-for-sale financial assets - Available-for-sale equity instruments - 124,222,545 - 124,222,545 - short-term financial products - 1,000,000,000 - 1,000,000,000 - 1,150,232,022 - 1,150,232,022 Financial instruments with active market decide their fair value by the quotation on the active market, while financial instruments without active market decide its fair value by evaluation technology. Evaluation technology includes prices used by latest market transaction among all parties who are willing to trade and are familiar with the situation, referring to current fair value of actually the same other financial assets and cash flow discounting methods etc. Related evaluation hypotheses also include fraction of payment in advance, expected credit loss rate, interest rate or discount rate. - 122 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) XII Assets and liabilities measured by fair value Dec. 31, 2012 Fair value change Cumulative fair Dec. 31, 2013 gains/losses value change into report year equity Financial assets- Trading financial assets 26,009,477 95,160,012 - 121,169,489 Available-for-sale financial assets 1,124,222,545 - 187,988,540 4,375,448,325 1,150,232,022 95,160,012 187,988,540 4,496,617,814 Financial liabilities - Trading financial liabilities - 644,404 - 644,404 - 123 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) XIII Notes to major items in the Company’s statements (1) Accounts receivable Dec. 31, 2013 Dec. 31, 2012 Accounts receivable 5,821,700,760 4,872,828,464 Less: bad debt provision (702,957,451) (402,368,505) 5,118,743,309 4,470,459,959 (a) Accounts receivable debt age as follows: Dec. 31, 2013 Dec. 31, 2012 within one year 4,924,292,178 3,933,909,917 one to two years 365,816,488 610,326,899 two to three years 209,602,610 123,351,362 above three years 321,989,484 205,240,286 5,821,700,760 4,872,828,464 (b) Accounts receivable listed in type as follows: Dec. 31, 2013 Dec. 31, 2012 book value balance bad debt provision book value balance bad debt provision amount ratio amount ratio amount ratio amount ratio Big single amount, provided for bad debt separately 158,184,500 3% (158,184,500) 100% - - - - Total bad debt provision accrued in groups Credit risk portfolio - Related party 2,305,650,780 40% - - 1,617,791,219 33% - - - third party 3,320,989,427 57% (510,279,469) 15% 3,206,776,880 66% (365,972,637) 11% Single amount, though not significant, separate provision for bad debt made 36,876,053 0% (34,493,482) 94% 48,260,365 1% (36,395,868) 75% 5,821,700,760 100% (702,957,451) 12% 4,872,828,464 100% (402,368,505) 8% - 124 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (c) As of Dec. 31, 2013, the Company had no accounts receivable with big single amount, provided for bad debt book value balance bad debt provision proportion Reason Accounts receivable 1 107,819,500 (107,819,500) 100% (i) Accounts receivable 2 50,365,000 (50,365,000) 100% (ii) 158,184,500 (158,184,500) 100% (i) As of Dec. 31, 2013, because the counter-party seriously lacks funds, the Company concludes the accounts receivable concerned are hard to recover, therefore full amount is provided for bad debts. (ii) As of Dec. 31, 2013, because the counter-party seriously lacks funds, the Company concludes the accounts receivable concerned are hard to recover, therefore full amount is provided for bad debts. (d) Among account receivable from total bad debt provision made in groups, portfolio analysis by ages Dec. 31, 2013 Dec. 31, 2012 book value balance bad debt provision book value balance bad debt provision amount ratio amount ratio amount ratio amount ratio within one year 2,472,945,980 75% (14,901,997) 1% 2,556,309,118 80% (31,728,187) 1% one to two years 347,427,051 10% (100,425,131) 29% 336,517,434 10% (90,916,301) 27% two to three years 188,240,912 6% (82,576,857) 44% 123,242,362 4% (52,620,183) 43% above three years 312,375,484 9% (312,375,484) 100% 190,707,966 6% (190,707,966) 100% 3,320,989,427 100% (510,279,469) 15% 3,206,776,880 100% (365,972,637) 11% (e) As of Dec. 31, 2013, accounts receivable with bad debt provision, with not big single amount but being tested separately for impairment as follows: book value balance bad debt provision proportion Reason Accounts (i) receivable1 19,754,355 (19,754,355) 100% Accounts (ii) receivable2 17,121,698 (14,739,127) 86% 36,876,053 (34,493,482) 94% (i) As of Dec. 31, 2013, due to contract dispute, the Company concludes that the accounts receivable would be difficult to recover. (ii) As of Dec. 31, 2013, due to delayed delivery, the Company made bad debt provision of 14,739,127yuan based on the highest fine in the contract. - 125 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (f) Account of accounts receivable fully provided for bad debts in relatively big proportion in prior yeas but fully collected or returned in current year or collected or returned in large proportion: Reason for Former bad debts Return or collection amount Amount of return or return or basis of accumulative bad debt collection collection provision amount Anticipated not Accounts Vigorous possible to receivable 1 recovery recover 12,658,756 12,658,756 Anticipated not Accounts Vigorous possible to receivable 2 recovery recover 2,785,384 2,785,384 Anticipated not Accounts Vigorous possible to receivable 3 recovery recover 1,900,315 1,900,315 Anticipated not Accounts Vigorous possible to receivable 4 recovery recover 1,717,998 1,717,998 Anticipated not Accounts Vigorous possible to receivable 5 recovery recover 1,160,000 1,160,000 Anticipated not Accounts Vigorous possible to receivable 6 recovery recover 1,000,000 1,000,000 21,222,453 21,222,453 (g) Accounts receivable from shareholding units holding 5% (inclusive) stake of the Company as follows: Dec. 31, 2013 Dec. 31, 2012 bad debt amount bad debt provision amount provision China Communications Corporation 39,794,900 - 48,408,090 - - 126 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (h) Account receivable from related parties: Dec. 31, 2013 Dec. 31, 2012 Name Relation with the amount Proportion in bad amount Proportion in bad Company total (%) debt total (%) debt pro. pro. Shanghai Zhenhua Heavy subsidiary 642,375,373 11.03% - 203,028,952 4.17% - Industries Group (Nantong) Co., Ltd. Shanghai Zhenhua Heavy subsidiary 351,160,520 6.03% - 144,454,055 2.96% - Industries Machinery Co., Ltd. Shanghai Zhenhua Heavy subsidiary 257,242,260 4.42% - 116,635,791 2.39% - Industries Group (Nantong) Transmission Machinery Co., Ltd. Nantong Zhenhua Heavy subsidiary 177,575,445 3.05% - 103,223,799 2.12% - Industry Equipment Manufacturing Co., Ltd. CCCC First Harbor Controlled by 172,550,780 2.96% - 113,640,319 2.33% - Engineering Co., Ltd. the same parent company Shanghai Zhenhua Port subsidiary 163,050,326 2.80% - 68,602,656 1.41% - Machinery Heavy Industry Co., Ltd. Friede & Goldman, Llc Controlled by 90,118,279 1.55% - 179,199,606 3.68% - the same parent company No.1 Engineering Co., Ltd. of Controlled by 69,000,000 1.19% - 129,000,000 2.65% - CCCC First Harbor the same Engineering Co., Ltd. parent company Shanghai Zhenhua Heavy subsidiary 65,711,778 1.13% - 40,926,943 0.84% - Industries (Group) Zhangjiagang Port Machinery Co., Ltd. CCCC Third Harbor Controlled by 64,649,984 1.11% - 8,490,297 0.17% - Engineering Co., Ltd. the same parent company China Harbor Engineering Controlled by 55,542,759 0.95% - 152,838,218 3.14% - Co., Ltd. the same parent company Shanghai Zhenhua Heavy subsidiary 42,513,871 0.73% - 592,255 0.01% - Industries Electric Co., Ltd. Jiangsu Longyuan Zhenhua Joint ventures 41,044,792 0.71% - 42,508,950 0.87% - Marine Engineering Co., Ltd. – China Communications parent 39,794,900 0.68% - 48,408,090 0.99% - Corporation company CCCC Third Harbor Controlled by 29,000,000 0.50% - - - - Engineering Survey and the same Design Institute Co., Ltd. parent company CCCC Second Harbor Controlled by 14,861,010 0.26% - 12,530,000 0.26% - Engineering Co., Ltd. the same parent company No.2 Engineering Co., Ltd. of Controlled by 7,949,765 0.14% - - - - CCCC First Harbor the same Engineering Co., Ltd. parent company CCCC Fourth Harbour Controlled by 6,376,091 0.11% - 2,120,000 0.04% - Engineering Co., Ltd. the same parent company Shanghai Zhenhua Shipping subsidiary 6,200,848 0.11% - 6,200,848 0.13% - Co., Ltd. No.2 Engineering Co., Ltd. of Controlled by 5,000,000 0.09% 5,000,000 0.10% - CCCC Second Harbor the same Engineering Co., Ltd. parent company - 127 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) China Communications Controlled by 3,890,000 0.07% - - - - Water Transportation Design the same & Research Co.,Ltd. parent company Yueyang Chenglingji Xingang Controlled by 42,000 0.00% - 42,000 0.00% - Co., Ltd. the same parent company Shanghai Zhenhua (Hong subsidiary - - - 180,337,600 3.70% - Kong) Co., Ltd. ZPMC GmbH Hamburg subsidiary - - - 52,248,584 1.07% - CCCC Tianhe Machinery Controlled by - - - 6,178,742 0.13% - Manufacturing Co., Ltd. the same parent company CCCC Tianjin Dredging Co., Controlled by - - - 1,051,764 0.02% - Ltd. the same parent company CCCC Highway Consultants Controlled by - - - 422,750 0.01% - Co., Ltd. the same parent company CCCC First Harbor Controlled by - - - 109,000 0.00% - Engineering Survey and the same Design Institute Co., Ltd. parent company 2,305,650,781 39.62% - 1,617,791,219 33.19% - - 128 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (i) As of Dec. 31, 2013 top 5 accounts receivable balance as follows: Relation with the amount age Proportion in Company total accounts receivable COMPANY A subsidiary 642,375,373 within one 11% year COMPANY B subsidiary 351,160,520 within one 6% year COMPANY C subsidiary 257,242,260 within one 4% year COMPANY D subsidiary 177,575,445 within one 3% year COMPANY E Controlled by the 172,550,780 within one 3% same parent company year/one to two years 1,600,904,378 27% (2) Other receivables Dec. 31, 2013 Dec. 31, 2012 Subsidiary current accounts 7,403,332,620 7,139,556,944 Receivables from parent company equity for transfer 403,315,906 - Receivables employees mutual aid funds 94,735,938 109,243,885 Tax for unsettled payment receivable 74,555,897 82,694,087 Temporary loan product on-site service 72,392,144 49,731,163 Leasing payment receivable 31,700,229 - Bid bond payments 20,684,428 8,404,428 Unit borrower receivable 19,520,000 19,520,000 Asset disposal payment receivable from related party 10,000,000 - Customs guarantee deposit 9,879,707 74,106,771 export tax rebate 4,604,376 1,516,922 Government subsidy payments - 300,000 Others 34,069,638 7,357,501 8,178,790,883 7,492,431,701 Less: bad debt provision (12,049,965) - 8,166,740,918 7,492,431,701 - 129 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (a) Other receivables debt age analysis as follows: 2013 Dec. 31 2012 Dec. 31 within one year 8,036,295,908 7,334,862,889 one to two years 39,176,687 37,843,761 two to three years 2,328,414 3,239,561 above three years 100,989,874 116,485,490 8,178,790,883 7,492,431,701 (b) Other receivables classified in category as follows: Dec. 31, 2013 Dec. 31, 2012 book value balance bad debt provision book value balance bad debt provision amount ratio amount ratio amount proportio amount ratio n in total Big single amount, provided for bad debt separately 8,099,912,442 99% - - 7,455,332,850 100% - - Single amount, though not significant, separate provision for bad debt made 78,878,441 1% (12,049,965) 15% 37,098,851 - - - 8,178,790,883 100% (12,049,965) - 7,492,431,701 100% - - (c) As of Dec. 31, 2013, the Company did not accrue bad debt provision for other receivables with big single amount, and provided for bad debt separately (d) As of Dec. 31, 2013, other receivables with not significant single amount but individual bad debt provision is made: book value balance bad debt provision proportion Other receivables 1 5,540,286 (5,540,286) 100% Other receivables 2 3,037,042 (3,037,042) 100% Other receivables 3 1,779,872 (1,779,872) 100% Other receivables 4 1,692,765 (1,692,765) 100% 12,049,965 (12,049,965) 100% As of Dec. 31, 2013, the other receivables concerned are hard to recover, as beleived by the Company, due to concellation of contract. Therefore, it is fully provided for bad debts. - 130 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (e) Other receivables from shareholding units holding 5% (inclusive) stake of the Company as follows: Dec. 31, 2013 Dec. 31, 2012 bad debt bad debt amount provision amount provision China Communicati ons Corporation 403,315,906 - - - (f) Other receivables from related parties: Dec. 31, 2013 Dec. 31, 2012 Relation amount Proportion in bad amount Proportion in bad with the total (%) debt total (%) debt Company pro. pro. Nantong Zhenhua Heavy subsidiary 2,127,502,833 26.01% - 1,953,091,300 26.07% - Industry Equipment Manufacturing Co., Ltd. Shanghai Zhenhua Heavy subsidiary 1,746,172,998 21.35% - 1,799,416,525 24.02% - Industries Group (Nantong) Co., Ltd. Shanghai Zhenhua Port subsidiary 1,156,838,302 14.14% - 463,616,727 6.19% - Machinery (Hong Kong) Co., Ltd. Shanghai Zhenhua subsidiary 1,048,649,135 12.82% - 1,163,793,850 15.53% - Shipping Co., Ltd. Shanghai Zhenhua Heavy subsidiary 595,793,870 7.28% - 827,164,637 11.04% - Industries Group (Nantong) Transmission Machinery Co., Ltd. China Communications parent 403,315,906 4.93% - - Corporation company Shanghai Zhenhua Heavy subsidiary 350,391,941 4.28% - 728,923,905 9.73% - Industries Machinery Co., Ltd. Shanghai Zhenhua Heavy subsidiary 176,383,531 2.16% - 71,294,761 0.95% - Industries (Group) Zhangjiagang Port Machinery Co., Ltd. Shanghai Zhenhua Port subsidiary 161,230,823 1.97% - - - - Machinery Heavy Industry Co., Ltd. ZPMC GmbH Hamburg subsidiary 16,222,290 0.20% - 176,274 0.00% - Shanghai Zhenhua Port subsidiary 13,538,320 0.17% - 126,445,956 1.69% - Machinery Heavy Industry Co., Ltd. No.1 Engineering Co., Ltd. Controlled by 10,000,000 0.12% - - of CCCC First Harbor the same Engineering Co., Ltd. parent company ZPMC Netherlands B.V.i.o. subsidiary 7,299,486 0.09% - 4,686,661 0.06% - subsidiary 3,309,091 0.04% - 86,726 0.00% - Shanghai Jiangtian Controlled by - - - 831,502 0.01% - Industrial Co., Ltd. the same parent company CCCC Marine Engineering Associates - - - 28,120 0.00% - Vessel Technology Research Centre Co., Ltd. 7,816,648,526 95.56% - 7,139,556,944 95.29% - - 131 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (g) On Dec. 31, 2013, top 5 of amount other receivables: Relation with the amount age Other Company receivables total proportion COMPANY A within one subsidiary 2,127,502,834 year 26% within one COMPANY B subsidiary 1,746,172,998 year 21% COMPANY C within one subsidiary 1,156,838,302 year 14% COMPANY D within one subsidiary 1,048,649,135 year 13% COMPANY E within one subsidiary 595,793,870 year 7% 6,674,957,139 81% (3) Long term equity investment 2013 Dec. 31 2012 Dec. 31 subsidiary(a) 4,475,486,245 4,039,669,024 Joint ventures –(b) 145,286,585 147,056,419 Associates(c) 208,433,032 29,703,740 OthersLong term equity investment(d) 27,440,000 27,440,000 4,856,645,862 4,243,869,183 There are no limits to value realization of the company’s long term equity investment. - 132 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (a) Subsidiaries initial investment Dec. 31, 2012 Addition report Dec. 31, 2013 Ratio of Remarks on Depreciatio accrued period Holding voting difference between n reserve report year ratio rights proportion of shares Depreciation Accounting basis and voting rights reserve Shanghai Zhenhua Port Machinery Heavy On cost basis 4,950,000 4,950,000 - 4,950,000 90% 90% n.a - - Industry Co., Ltd. Shanghai Zhenhua Heavy Industries Machinery On cost basis 5,014,200 5,014,200 - 5,014,200 70% 70% n.a - - Co., Ltd. Shanghai Zhenhua Port Machinery (Hong Kong) On cost basis - - - - 99.99% 99.99% n.a - - Co., Ltd. Shanghai Zhenhua Shipping Co., Ltd. On cost basis 140,260,673 140,260,673 - 140,260,673 55% 55% n.a - - Shanghai Zhenhua Heavy Industries (Group) On cost basis - 4,518,000 - 4,518,000 90% 90% n.a - - Zhangjiagang Port Machinery Co., Ltd. Nantong Zhenhua Heavy Industry Equipment On cost basis 854,936,900 854,936,900 - 854,936,900 100% 100% n.a - - Manufacturing Co., Ltd. Nantong Zhenhua Heavy Industry Steel Structure On cost basis 598,110 598,110 - 598,110 100% 100% n.a - - Processing Co., Ltd. Jiangyin Zhenhua Port Machinery Steel Structure On cost basis 579,983 579,983 - 579,983 100% 100% n.a - - Manufacturing Co., Ltd. CCCC Shanghai Port Machinery Plant Co., Ltd. On cost basis 2,201,086,744 2,201,086,744 - 2,201,086,744 100% 100% n.a - - Shanghai Jiangtian Industrial Co., Ltd. (notes On cost basis 70,366,757 70,366,757 (70,366,757) - - - n.a - - IV(3)) Shanghai Zhenhua Heavy Industries Group On cost basis 300,000,000 300,000,000 - 300,000,000 100% 100% n.a - - (Nantong) Transmission Machinery Co., Ltd. Shanghai Zhenhua Heavy Industries Group On cost basis 300,000,000 300,000,000 - 300,000,000 100% 100% n.a - - (Nantong) Co., Ltd. Shanghai Zhenhua Heavy Industries Electric Co., On cost basis 50,000,000 50,000,000 - 50,000,000 100% 100% n.a - - Ltd. ZPMC GmbH Hamburg On cost basis 207,940 207,940 - 207,940 100% 100% n.a - - ZPMC Netherlands B.V. On cost basis 149,717 149,717 - 149,717 100% 100% n.a - - Shanghai Zhenhua Heavy Industries Vessel On cost basis 100,000,000 100,000,000 - 100,000,000 100% 100% n.a - - Transport Co., Ltd. Shanghai Zhenhua Testing Technology On cost basis 7,000,000 7,000,000 - 7,000,000 100% 100% n.a - - Consulting Co., Ltd. ZPMC LANKA COMPANY (PRIVATE) On cost basis 6,183,978 - 6,183,978 6,183,978 70% 70% n.a - - LIMITED(notes IV(2)) Nanjing Ninggao New Channel Construction Co., On cost basis 500,000,000 - 500,000,000 500,000,000 100% 100% n.a - - Ltd. (notes IV(2)) 4,039,669,024 435,817,221 4,475,486,245 - - - 133 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (b) Joint ventures Addition report period Accounti initial investment Dec. 31, 2012 Dec. 31, 2013 Holding Remarks on Depreciation accrued report ng basis proporti Proporti difference between reserve year addition or Net gains after on on of proportion of Depreciation deduction of adjusting on voting shares and voting reserve investment equity(Notes XIII(5)) rights rights Jiangsu Longyuan Zhenhua Marine Engineering Co., Ltd. On equity basis 130,000,000 147,056,419 - (1,853,034) 145,203,385 50% 50% n.a - - ZPMC Mediterranean Liman Makinalari Ticaret Anonim On equity Sirketi (notes V(13)(a)) basis 71,416 - 71,416 11,784 83,200 50% 50% n.a - - 130,071,416 147,056,419 71,416 (1,841,250) 145,286,585 - - - 134 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (c) Associates Addition report period Accounting initial investment Dec. 31, 2012 addition or deduction Net gains after Dec. 31, 2013 Holding Remarks on Depreciation accrued basis of investment adjusting on equity proportio difference between reserve report year (Notes XIII(5)) n Proportion proportion of Depreciation of voting shares and voting reserve rights rights CCCC Real Estate On equity 180,000,000 - 180,000,000 (2,120,634) 177,879,366 20% 20% n.a - - Yixing Co., Ltd. basis Shanghai Zhenhua On equity 13,736,943 14,703,740 - 849,926 15,553,666 20% 20% n.a - - Heavy Industries basis (Group) Changzhou Paint Co., Ltd. CCCC Marine On equity 15,000,000 15,000,000 - - 15,000,000 25% 20% n.a - - Engineering Vessel basis Technology Research Centre Co., Ltd. 29,703,740 180,000,000 (1,270,708) 208,433,032 - - - 135 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (d) Other long term equity investment initial Dec. 31, 2012 Addition report Dec. 31, 2013 Holding Proportio Remarks on Depreciation accrued investment period proporti n of difference between reserve report year Accounting on voting proportion of shares Depreciation cash dividends basis rights and voting rights reserve announced Nantong Zhenhua Hongcheng Heavy On cost 10,000,000 10,000,000 - 10,000,000 5% 5% n.a - - - Load Forging Co., ltd. basis Shanghai Zhenhua Port Machinery On cost 500,000 800,000 - 800,000 10% 10% n.a - - - Longchang Lift Equipment Co. Ltd. basis Shanghai Zhenhua Port Machinery On cost 500,000 1,500,000 - 1,500,000 10% 10% n.a - - - (Group) Shenyang Lift Co., Ltd. basis Shanghai Zhenhua Port Machinery On cost 300,000 740,000 - 740,000 7.40% 7.40% n.a - - - (Group) Ningbo Transmission basis Machinery Co. Ltd CCCC Highway Long and Large On cost 8,000,000 8,000,000 - 8,000,000 10% 10% n.a - - - Bridge Construction State Project basis Research Centre Co., Ltd. CCCC Dredging Technology & On cost 6,400,000 6,400,000 - 6,400,000 10% 10% n.a - - - Equipment State Project Research basis Centre Co., Ltd. 27,440,000 - 27,440,000 - - - - 136 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (4) Operating revenue and operating cost 2013 2012 Major operating income 20,072,846,485 17,502,524,063 Other operating income 1,180,152,835 1,601,369,331 21,252,999,320 19,103,893,394 2013 2012 Major operating cost 18,565,818,406 16,798,037,342 Other operating cost 1,215,852,568 1,573,173,210 19,781,670,974 18,371,210,552 (a) Major operating income and major operating cost (i) In products: 2013 2012 Major operating Major operating Major operating Major operating income cost income cost Container cranes 12,048,100,723 10,707,367,110 10,577,300,304 9,818,111,697 Marine heavy equipment 4,158,835,128 4,062,662,794 3,425,115,151 3,331,334,313 Bulk machinery 3,008,979,696 2,957,615,427 2,868,417,172 2,909,024,128 Steel structures 856,930,938 838,173,075 631,691,436 739,567,204 20,072,846,485 18,565,818,406 17,502,524,063 16,798,037,342 (ii) In regions 2013 2012 Major operating Major operating Major operating Major operating income cost income cost Asia (excluding Mainland China) 7,746,484,045 6,978,332,660 3,773,104,834 3,559,098,213 America 4,040,582,642 3,767,509,442 3,209,572,843 3,072,142,688 Mainland China 3,782,022,044 3,738,245,234 5,221,247,763 5,130,205,260 Europe 2,545,473,623 2,395,798,784 2,724,992,976 2,803,607,358 Mainland China(export) 861,835,588 744,375,598 924,361,622 796,642,941 Africa 737,050,491 630,806,445 949,894,192 799,039,878 Oceania 359,398,052 310,750,243 699,349,833 637,301,004 20,072,846,485 18,565,818,406 17,502,524,063 16,798,037,342 - 137 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (b) Other operating income and Other operating cost 2013 2012 Other operating Other operating Other operating Other operating income cost income cost Sales of materials 960,242,197 1,068,189,845 1,414,508,987 1,431,817,655 Equipment leasing and others 219,910,638 147,662,723 186,860,344 141,355,555 1,180,152,835 1,215,852,568 1,601,369,331 1,573,173,210 (c) Operating income from top 5 clients Income from top 5 clients is 3,597,119,036 yuan (2012: 2,021,921,087 yuan), taking 17% of total sales income of the Company. (2012, taking up 11%). Details as follows: Operating revenue Proportion in total operating revenue of the Company (%) COMPANY A 1,126,665,069 5% COMPANY B 702,443,948 3% COMPANY C 657,171,711 3% COMPANY D 571,551,760 3% COMPANY E 539,286,548 3% 3,597,119,036 17% (5) Investment gains 2013 2012 Long term equity investment (loss)/gains on equity basis (Notes XIII (3)) (3,111,958) 21,445,467 Investment gains during holding available-for-sale financial assets 151,188,587 119,646,705 Investment loss from disposal of subsidiaries 433,778,126 - 581,854,755 141,092,172 - 138 - SHANGHAI ZHENHUA HEAVY INDUSTRIES CO., LTD. Notes to the FINANCIAL STATEMENTS for the Year 2013 (In RMB yuan except for otherwise specified) (6) Supplementary information of cash flow statements (a) Adjust net (loss) / profit to cash flow in operating activities 2013 2012 Net loss (109,688,035) (877,836,392) Add/(less): assets impairment provision 793,738,223 389,548,762 Fixed assets and Real estate as investment depreciation 662,949,380 751,310,134 Intangible assets and Real estate as investment amortization 43,496,658 44,236,057 Disposal of fixed assets, intangible assets and other long-term assets income (242,889,793) (98,519,968) Fair value change (income )/loss (87,557,341) 37,464,534 Financial expense 499,251,967 601,227,019 Investment gains (581,854,755) (141,092,172) Deferred corporate tax assets increase (14,540,533) (71,738,500) Inventories (decrease)/ increase 1,097,122,613 (802,593,729) Building contract amount decrease 1,152,584,073 993,465,338 Operating receivables increase (1,845,335,915) (486,596,728) Operating payables ( decrease) / increase (24,920,546) 2,964,988,005 Net cash flow from operation activities 1,342,355,996 3,303,862,360 (b) Net cash movement 2013 2012 Closing cash balance 2,736,478,139 2,137,291,866 Less: starting cash balance (2,137,291,866) (1,654,563,902) Net cash increase 599,186,273 482,727,964 - 139 -