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Profit & Loss

Profit & Loss 1Q2013
N/M - Not meaningful

Balance Sheet

Balance Sheet 1Q2013

Cash Flow Statements

Cash Flow Statements 1Q2013

Review of Performance

Consolidated Statement of Comprehensive Income

Revenue

Revenue increased by RMB123.22 million or 640.77% from RMB19.23 million in 2Q2012 to RMB142.45 million in 2Q2013 mainly due to 1) the shipbuilding revenue of RMB59.05 million for the construction of five vessels including three units of ASD tugboats, one unit of diver boat and one unit of bunkering tanker and 2) ship-design fee income of RMB77.34 million from the newly acquired Deltamarin Group.

Lower service fee income derived from the provision of shipbuilding project management and consultancy services ("M&C) was due to fewer milestones achieved.

In 2Q2013 the service fee income was derived from Asia and shipbuilding revenue was derived from Middle East. Ship-design fee income was mainly derived from Europe and Asia, with contribution from North America, South America, Africa and Australia. In 2Q2012 all of our revenue was derived from Asia.

The higher revenue in 1H2013 compared to 1H2012 was mainly due to the ship-design fee income from the newly acquired Deltamarin Group and the shipbuilding revenue for the construction of five vessels derived in 2Q2013.

Contract Cost

The increase in contract cost in 2Q2013, as compared to 2Q2012 was mainly due to the construction work for the five vessels and the contract cost incurred by Deltamarin Group to generate the ship-design fee income. No contract cost was recorded in 2Q2012 as the construction work commenced from 3Q2012 and the acquisition of Deltamarin Group was completed in January 2013.Contract cost was higher in 1H2013 compared to 1H2012 for the same reason.

Other operating income

The increase in other operating income in 2Q2013 as compared to the same financial period last year was mainly due to increases in interest income. Similarly, other operating income increased by RMB0.46 million or 107.01% from RMB0.43 million in 1H2012 to RMB0.89 million in 1H2013.

Employee benefits expense

Employee benefits expense increased by RMB39.57 million or 1255.63% from RMB3.15 million in 2Q2012 to RMB42.72 million in 2Q2013 mainly due to increase in headcounts as the Group expanded its operations as well as the inclusion of expenses from the newly acquired Deltamarin Group. The same reason applied to the increase in employee benefits expense for 1H2013 compared to the same financial period of last year.

Travelling and entertainment expenses

Travelling and entertainment expenses increased by RMB3.96 million or 511.10% to RMB4.74 million in 2Q2013, compared with RMB0.76 million for the same quarter last year. This was mainly due to expanded operations and the acquisition of the Deltamarin Group. The same reason resulted in the increase in travelling and entertainment expenses in 1H2013 compared to 1H2012.

Office rental and office expenses

Office rental and office expenses increased by RMB5.59 million or 350.56% from RMB1.59 million in 2Q2012 to RMB7.18 million in 2Q2013. The increase in office expenses was generally due to the increase in the number of employees and costs incurred for maintaining the Group's facilities, after the acquisition of Deltamarin Group.

Operating lease expenses increased by RMB2.52 million or 186.7% from RMB1.35 million in 2Q2012 to RMB3.87 million in 2Q2013 mainly due to the leasing expenses from the newly acquired Deltamarin Group.

The same reason applied to the increase in office rental and office expenses as well as the operating lease expenses for 1H2013 compared to 1H2012.

Other operating expenses

Other operating expenses increased by RMB16.13 million or 589.00% from RMB2.74 million in 2Q2012 to RMB18.87 million in 2Q2013. The increase was mainly due to the increase in foreign exchange loss from a long term loan which was denominated in Euro and the bank balances of PRC subsidiaries denominated in USD. In 2Q2013, the appreciation of Euro against Singapore dollars, and RMB against US dollars, resulted in a foreign exchange loss of RMB10.14 million. The increase in other operating expenses in 1H2013 as compared to the same financial period last year was mainly due to 1) the increase in foreign exchange loss of RMB9.05 million from the above mentioned loan and bank balances and 2) expenses of RMB4.25 million incurred in relation to acquisition of Deltamarin Group which cannot be capitalised and 3) the increase in operating activities.

The Group's depreciation charge for plant and equipment increased by RMB0.57 million or 172.73%, mainly due to the addition of plant and equipment and depreciation charges from Deltamarin Group.

Share of results of associates

The share of loss from associates in 2Q2013 as well as in 1H2013 arose from the share of losses incurred by associates under the newly acquired Deltamarin Group.

Finance costs

Finance costs in 2Q2013 and 1H2013 was mainly due to interest expenses incurred on (1) the shareholder's loan of USD24.0 million advanced from the Group's immediate holding company, and (2) a loan of EUR26.00 million. The interest payable on the shareholder's loan in 2Q2013 was RMB0.32 million.

Income tax expense

The operating subsidiaries in China and Finland are subject to an income tax rate of 25% and 24.5% respectively. The Group recorded income tax expense of approximately RMB3.92 million in 2Q2013 mainly due to the profits generated by the China subsidiary and Deltamarin Group which cannot be offset against losses incurred by other companies in the Group. The increase in income tax expense in 2Q2013 and 1H2013 as compared to the previous corresponding period in 2012 was in line with the higher profit generated by the China subsidiary and Deltamarin Group for 2Q2013 and 1H2013.

Loss for the period

Loss for the period increased in 2Q2013 and 1H2013 compared to the respective financial period last year mainly due to the reasons outlined above.

Statement of Financial Position

Current assets

As at 30 June 2013, the Group's cash and bank balances represented 77.77% of total current assets. The decrease in Group's cash and bank balances as at 30 June 2013 compared to 31 December 2012 was mainly due to the cash paid for completing the acquisition of Deltamarin. The decrease was partially offset by the receipts of a shareholder's loan amounted to USD3.25 million or RMB20.69 million equivalent.

The trade receivables of RMB98.97 million comprised (1) the amount due from customers of RMB44.09, (2) amounts receivables related to percentage of completion based contract sales of RMB34.60 and (3) amount due from the customer on construction contract of RMB20.28. The increase in trade receivables was mainly due to trade receivables from the newly acquired Deltamarin Group and the amount due from the customer on construction contract as at 30 June 2013.

The Group's other receivables as at 30 June 2013 comprised mainly prepayments, other tax recoverable, staff advances and deposits. The increase in other receivables was mainly due to the prepayment of Finnish pension insurance premium and business expense as at 30 June 2013.

Non-current assets

The Group's plant and equipment comprised a motor vehicle, computers and software, furniture and fixtures, and office equipment. The increase in plant and equipment of RMB2.93 million was mainly attributed to the inclusion of the newly acquired Deltamarin Group.

The investment in associates in 30 June 2013 represents the total amount of investment in non-controlling entities by the newly acquired Deltamarin Group.

The available for sale investments amounting to RMB0.36 million consist of both unquoted and quoted equity instruments held through Deltamarin Group as at 30 June 2013.

The intangible assets represent the ship design engineering software licenses from the newly acquired Deltamarin Group as at 30 June 2013.

The Group's provisional goodwill amounting to RMB157.43 million was recognised from the acquisition of Deltamarin Group. Such provisional goodwill will be subsequently adjusted upon the completion of the Purchase Price Allocation exercise within 1 year of the acquisition.

The Deferred tax assets represent the timing differences between accounting and tax bases, and are derived from the newly acquired Deltamarin Group.

Current liabilities

Current portion of long term loan represents the loan raised.

The Group's trade payables consists of (1) the amount due to suppliers of Deltamarin Group amounting to RMB10.85million, (2) amounts payable related to percentage of completion based contract of Deltamarin Group amounting to RMB15.46million, (3)accrued amounts payable to suppliers under M&C contracts amounting to RMB68.44 million. The increase of the Group's trade payables was mainly due to the trade payables from the newly acquired Deltamarin Group.

The Group's advance received represent amounts received on behalf of third party shipyards for the purpose of acquiring tools and equipment. The decrease in advance received was mainly due to the amount paid to the supplier of tools and equipment during the financial period.

The Group's other payables comprised withholding taxes payable, sales tax and surcharges payable, accrued operating and office expenses, and amount due to the Company's immediate and intermediate holding companies which was non-trade in nature. The increase in other payable balance was mainly due to the increase in advances from the immediate holding company and accrued operating and office expenses from the newly acquired Deltamarin Group during the financial period.

The current portion of finance lease liabilities represents the leasing liabilities of office equipment such as computers, laptops and monitors in the newly acquired Deltamarin Group.

The provision for income tax payable represents 25% and 24.5% of tax provision for profit generated by our subsidiaries in China and Finland respectively.

Non-current liabilities

Long-term portion of loan and shareholder's loan represents the loan raised.

The non-current portion of finance lease liabilities represents the long term leasing liabilities of office equipment such as computers, laptops and monitors in the newly acquired Deltamarin Group.

Deferred tax liabilities represent the tax liabilities for the timing differences arising from the recognition of the ship-design fee income from Deltamarin Group.

Capital reserve

The amount of capital reserve as at 30 June 2013 represents a deemed contribution from the immediate holding company as a result of initially measuring the shareholder's loan at fair value. The increase in capital reserve in 1H2013 was due to an additional US$3,250,000 interest free loan from AVIC Kairong.

Consolidated cash flow statements

RMB4.40 million cash was generated from operating activities in 2Q2013, compared to cash outflow of RMB45.96 million in 2Q2012. The improvement was attributed mainly to receipts of advance payments amounting to RMB24.29 million in 2Q2013 against advance payments of RMB52.71 million made in 2Q2012, and partially offset by increase in trade receivables in 2Q2013.

RMB0.71 million was used in investing activities in 2Q2013, mainly due to the purchase of new plant and equipment as well as the intangible assets during the period. In 1H2013, RMB42.92 million was generated from investing activities, mainly due to the net cash inflow from completion of the acquisition of Deltamarin and was partially offset by the purchase of new plant and equipment and intangible assets during the period.

In 2Q2013, RMB10.15 million net cash was generated from financing activities as a result of the decrease in pledged deposit which was partially offset by the interest paid. In 1H2013, RMB25.79 million net cash was generated from financing activities as a result of new loans raised and the decrease in pledged deposit which was partially offset by the increase in pledged deposit and interest paid.

Commentary

With the importance of maritime transport and the rising demand for energy, the Group remains optimistic of the long-term prospects of the marine and offshore industry.

As part of its growth strategy, the Group is focusing its efforts on environmentally-friendly and fuel-efficient vessels and services. Its goal is to provide its customers with a full suite of integrated services along the marine business value chain, including shipbuilding project management and consultancy, design and engineering, shipbuilding and ship-trading.

The Group's acquisition of the Deltamarin Group in January this year was a strategic step in this direction. As part of its expansion plans, the Group is also in the midst of obtaining approval from the relevant authorities to integrate the ship-trading and shipbuilding businesses of its majority shareholder, AVIC International Holding Corporation and its subsidiaries, into the Group.

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