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振华重工:2013年度财务报表及审计报告(英文版)2014-04-15  

						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 -