The First Quarter Report 2012

The First Quarter Report 2012 Stock Name:COOEC Stock Code:600583 Bond Name:07 COOEC Bond Bond Code:122001 April 24, 2012

Contents Chapter 1 Important Notices... 2 Chapter 2 General Information of the Company... 3 Chapter 3 Significant Events... 6 Chapter 4 Appendix:Financial Statements (unaudited)... 14 1 Important Notices 1.1 The Board of Directors, the Board of Supervisor of the Company, the directors, supervisors and senior management undertake that in respect of the information contained in this report, there are no misrepresentations, misleading statement or material omission, and individually and collectively accept full responsibility for the authenticity, accuracy and completeness of the information contained in this report. 1.2 All directors of the Company attend the board meeting of directors. 1.3 The financial and accounting report of the first quarter report has not been audited. 1.4 The Company s director, president Zhou Xuezhong, Chief Financial Officer Wu Hanming, and Finanace General Manager Wang Yajun guarantee the authenticity and completeness of the financial report contained in the quarterly report. 2

2 General Information of the Company 2.1 Major accounting information and financial indicators At the end of reported period At the end of the previous year (Currency: RMB) End of reported period compared with end of previous year (% changes) Total assets (Yuan) 18,076,011,891.78 18,785,899,238.61-3.78 Owner s equity (or shareholders equity) (Yuan) 9,513,797,472.92 9,442,332,832.57 0.76 Net assets per share attributed to shareholders of listed company(yuan/share) Net cash inflow from operating (Yuan) Net cash inflow from operating per share (Yuan/share) Net profit attributed to shareholders of listed company (Yuan) Basic earnings per share (Yuan/share) Basic earnings per share after deduction of non recurring profit and loss (Yuan/share) Diluted earnings per share (Yuan/share) Weighted average net return on equity (%) Weighted average net return on equity after deduction of non recurring profit and loss (%) 2.45 2.43 0.82 Beginning of the year to end of reported period Reported period Reported period compared with same period of previous year (% changes) 512,830,509.86 2.64 Beginning of the year to end of reported period 0.13 0 Reported period compared with same period of previous year (% changes) 48,995,011.76 48,995,011.76 N/A 0.01 0.01 N/A 0.01 0.01 N/A 0.01 0.01 N/A 0.52 0.52 N/A 0.48 0.48 N/A 3

Items and amount of deduction of non recurring profit and loss Unit: Yuan Currency: RMB Items Amount Government subsidies recorded in current profits or losses, excluding government subsidies closely related to normal 6,956,376.38 operations, in line with national policy, and according to certain standards or quantitative quotas Except the Company's effective hedging business relevant to normal operations, profits and losses of change in fair value arising from financial assets held for trading and trading 36,120.00 financial liabilities, and profits and losses of investment obtained from disposal of trading financial assets, trading financial liabilities and financial assets available for sale Other non-operating incomes and expense other than the 129,035.39 aforesaid items Amount affected by income tax -3,458,779.82 Affected amount of minority equity (post-tax) -93,352.50 Total 3,569,399.45 4

2.2 Number of shareholders and shareholding of top 10 shareholders of transferable shares as at the end of the reported period Unit: share Number of shareholders as atthe end of the reported period 246,985 Shareholding of top 10 shareholders of transferable shares Name of Shareholders(Full name) Number of transferable shares held at the end of reported period types China National Offshore Oil Corporation. 1,897,772,854 RMB common stock CNOOC Naihai Western Company 294,215,908 RMB common stock CITIC Securities Co., Ltd. 47,782,991 RMB common stock Nanfang Longyuan Industry-themed Stock Securities Investment Fund 42,381,273 RMB common stock CNOOC Bohai Company 12,223,847 RMB common stock Harvest Shanghai Shenzhen 300 Index Securities Investment Fund 10,607,130 RMB common stock Templeton Investment Counsel, LLC 10,587,860 RMB common stock Changsheng Tongqing Separated Stock Fund 10,409,324 RMB common stock ChinaAMC Hybrid Open-end Securities Investment Fund 9,934,772 RMB common stock Wang Haiping 9,000,000 RMB common stock 5

3 Significant Events 3.1 Review of Business in Report Period According to the characteristics of increased project quantities, project concentration, and relatively tense project duration, the Company, during the reporting period, has arranged the annual work plan in a scientific manner, and has carried out and locked up external resources in advance under the premise of full use of its own resources, thus having made full preparation for the planned and orderly implementation of the engineering projects throughout the year. I. Continuing to strengthen basic management and continuously optimizing the operating structure During the reporting period, the Company continues to strengthen system and process building, improve budget management, strengthen statistics and accounting works, enhance the cost consciousness of all employees, and thoroughly reduce cost and improve efficiency, thus having achieved certain results. To accelerate the transformation of development mode, optimize the management structure, and develop high-end ocean engineering project manufacturing, the Company has integrated skidmounted equipment design and manufacturing resources, and has established a special equipment company integrating market development, technology research and development, design, construction, Terrestrial Building of Large Jacket commissioning, repair and maintenance. Currently, the Company has carried out the business. II. Realizing year-on-year growth in completed project amount Land construction project amount grows rapidly on year-on-year basis. During the reporting period, accumulated steel processing amount completed reaches 48,900 structure tons. A total of 12 jackets Subsea Pipeline Laying of Weizhou and 11 blocks of steel plate rolling, structural Project prefabrication, assembly and other construction works have been carried out simultaneously. Of which, the construction of four projects including Lufeng 7-2 and GORGON has been implemented in Qingdao Manufacturing Site, with steel processing capacity completed amounting to 39,100 structure ton; and the construction of four projects 6

including KJO and Qikou 18-1 has been implemented in Tanggu Manufacturing Site, with steel processing capacity completed amounting to 9,400 structure ton. Design business has been fully carried out. During the period, the design of Phase-II Suizhong 36-1 Project, Liuhua 11-1FPS Dock Repairing and Transforming, Indonesia BWK, and other projects has been carried out. The design area covers Bohai, East China Sea, South China Sea, and overseas sea areas. Accumulated design man-hours completed amount to 424,500 with a year-on-year increase of 20.5%. Offshore installation businesses have been successively launched. During the reporting period, "Lanjiang", "CNOOC Oil 202", and other main operating vessels have been successively put into Nanhai sea areas, for the subsea pipeline laying of four projects including Weizhou. At the same time, the offshore installation of the first anemometer tower EPCI general contracting project in Hong Kong is operation. Maintenance business continues to maintain a good momentum of development. During the period, Yacheng 13-4 Platform Transformation, newly added 11 wells of Jinxian 1-1 Oil Field and related transformation, repair of underwater pole of Bozhong 25-1 WHPB Platform, and other projects have created 273 million yuan of output value. During the reporting period, a total of 16 engineering projects are constructed at the same time, among which, seven projects are located in the South China Sea, five projects are located in the Bohai Sea, one project is located in the East China Sea, and three projects are in overseas area. The phase-ii project of the Caofeidian WHPD extension platform in the Bohai Sea is completed and put into operation. Other projects are under safe and orderly operation. III. Sound progress in the development of overseas markets During the period, the Company strives to open up domestic and foreign markets. Contracts newly signed amount to 4.477 billion yuan, including 2.084 billion yuan of overseas projects (including the Ichthys module construction project and Indonesia BWK general contracting project). 3000 m Deep Water Pipelaying Floating Derrick Offshore Oil 201 At the same time, the Company actively explores external cooperation mode, to further promote international cooperation. Currently, the Company has established sound cooperative relations with several internationally renowned oil companies. Members of some international oil companies and oil and gas facility engineering companies have successively went to the manufacturing site of the Company for research and visit and have expressed cooperative willingness. IV. New progress in large deep-water vessel equipment construction 7

During the reporting period, the world s first 50,000-ton semi-submersible self-propelled engineering vessels built by the Company with level-2 dynamic positioning capacity has been built and has started its maiden voyage. It will transport a floating dock from Jiangsu to Singapore. Deep water pipelaying floating derrick with operating depth of 3000 meters during the reporting period is under debugging. It is expected to be put into operation by the middle of this year. V. Accelerating technology research and development During the reporting period, the Company has completed the independent R & D design and manufacturing of the 4-1 project PLET (pipeline First navigation of 50,000-ton semisubmersible self-propelled terminal) device with the maximum operating water depth of 320 m and has successfully completed the first sea trial of the first domestic jack catch underwater connector, marking substantive steps of the Company in deep water products. In addition, the National 863 Program "Key Technology Research of Ultra-large Type Floating Structure and the scientific research project of Development and Application of Ocean Deepwater Floating Materials" undertaken by the Company has smoothly passed the acceptance of expert group at all levels, having provided technical support for the Company s entry into the deepwater engineering market. VI. Works for the next step terrestrial construction work amount will continue to grow since the second quarter; the business of offshore installation will begin to increase gradually; and the difficulty of management and construction will correspondingly increase. The Company will accelerate the implementation of various constructions in progress as scheduled, give full play to the advantage of general contracting, strengthen project management and safety, risk management and control, coordination, and arrangement of resources, effectively improve the efficiency of using equipment and facilities, to ensure that the engineering construction projects continue to strengthen cost consciousness on the basis of safe, efficient, and high-quality operation and that the Company takes effective measures to reduce costs and to strive to enhance profitability. 3.2 Significant changes in and reasons for such changes in principal items of financial report and financial indicators Applicable Not applicable I. Analysis of Profit Statement Unit: RMB 8

Main items of profit Increase/decrease Jan. Mar. 2012 Jan. Mar 2011 Increase/decrease statement (%) Business income 1,303,247,330.09 835,991,532.85 467,255,797.24 55.89 Operating cost 1,115,407,438.50 912,361,960.34 203,045,478.16 22.25 Administrative expenses 51,412,456.58 41,149,930.05 10,262,526.53 24.94 Financial costs 39,215,071.61 54,741,610.29-15,526,538.68-28.36 Total profits 71,640,413.82-193,064,831.90 264,705,245.72 - Income tax expense 21,492,085.37 15,582,003.74 5,910,081.63 37.93 Total net profit attributable to parent company 48,995,011.76-209,276,074.60 258,271,086.36-1. During the reporting period, the Company has realized net profit attributable to parent company of 49 million with a year-on-year increase of 258 million, mainly due to: (1) Year-on-year increase of operating income With the steady progress of the Chinese offshore oil and gas development projects and overseas project construction, the workload during the reporting period increases on year-on-year basis. The Company has realized operating income of 1303 million, with a year-on-year increase of 55.89%. Operating income by region: Unit: 0.1 billion yuan Jan. Mar. 2012 Jan. Mar. 2011 On year-on-year basis Region Proportion Proportion Increase Income Income Increase/decrease (%) (%) (%) Domestic 10.40 79.82 8.13 97.25 2.27 27.92 Bohai 0.72 5.53 3.15 37.68-2.43-77.14 South China Sea 9.03 69.30 4.58 54.78 4.45 97.16 Midstream and 0.65 4.99 0.40 4.79 0.25 62.50 downstream Overseas 2.63 20.18 0.23 2.75 2.40 1043.48 Total 13.03 100 8.36 100 4.67 55.89 (2 ) The growth of operating cost is lower than operating income, showing effective cost management During the reporting period, the Company continues to strengthen the foundation works and gradually introduce the evaluation mechanism combining with budget, thus the cost controlling awareness of all staff members is increased gradually. The Company effectively enhances cost management through stringent budget management and focuses on strengthening procurement and subcontracting cost control, thus having effectively reduced the production cost. The operating cost of the Company in the first quarter is 1115 million, with a year-on-year increase of 22.25% which is around 34 percentage points lower than the growth rate of operating income. 9

2. Management cost increases by 10.2625 million yuan on year-on-year basis, with an increase of 24.94%, mainly due to increase in fees and taxes of 4.8642 million yuan. On one hand, the flood control fees previously listed in business taxes and surcharges are listed in the management fees during the reporting period, which does not affect total operating costs; on the other hand, contracts of the Company newly signed in the reporting period increase on a year-on-year basis, correspondingly increasing stamp duty by 1.1809 million yuan. 3. Finance costs decreases by 15.5265 million yuan on year-on-year basis, with a decrease of 28.36%, mainly due to year-on-year decrease of RMB exchange fluctuation during the reporting period, which has caused year-on-year decrease of net foreign exchange losses by 9.7324 million yuan; and meanwhile due to decrease of net overall interest expenditures by 4.1225 million yuan through internal capital allocation which decreases loans. 4. Income tax fees increase by 5.9101 million yuan on year-on-year basis, with an increase of 37.93%, mainly due to year-on-year increase of total profits by 265 million yuan and year-on-year increase of income tax fees during the reporting period, since the Company accrues and pays income tax by 25% prior to obtaining approval of high-tech enterprise reorganization. 10

II. Analysis of Balance Sheet Unit: RMB Item of assets Mar. 31, 2012 Mar. 31, 2011 Increase/decrease Increase/decrease (%) Monetary fund 798,759,830.24 1,230,187,405.45-431,427,575.21-35.07 Accounts receivable 1,331,248,373.93 1,973,217,886.77-641,969,512.84-32.53 Inventory 898,112,908.19 708,412,944.49 189,699,963.70 26.78 Liabilities and Increase/decrease Mar. 31, 2012 Mar. 31, 2011 Increase/decrease owners' equities (%) Short-term borrowing 40,000,000.00 205,000,000.00-165,000,000.00-80.49 Advance from customers 1,633,726,394.12 1,220,384,648.50 413,341,745.62 33.87 Interest payable 29,871,416.68 14,984,645.88 14,886,770.80 99.35 Total owners' equity attributable 9,513,797,472.92 9,442,332,832.57 71,464,640.35 0.76 to parent company Total liabilities and owners' equities 18,076,011,891.78 18,785,899,238.61-709,887,346.83-3.78 1. Monetary fund decreases by 431 million yuan from the end of the term of the previous year, with a decrease of 35.07%, mainly thanks to the Company s repayment of 500 million yuan of expired entrusted loan to China National Offshore Oil Corporation during the reporting period. 2. Accounts receivable decrease by 642 million yuan from the end of the term of the previous year, with a decrease of 32.53%, mainly because the Company continues to strengthen the efforts on prompting collection of project funds during the reporting period and the engineering project funds are recovered in a timely manner, enabling corresponding decrease in accounts receivable. 3. Inventory increases by 190 million yuan from the end of the term of the previous year, with an increase of 26.78%, mainly due to increase of semi-finished products by 216 million yuan from the end of the term of the previous year, since the Company has many projects in progress during the reporting period. 4. Short-term borrowings decrease by 165 million yuan from the end of the term of the previous year, with a decrease of 80.49%, mainly because the Company has repaid expired borrowings with abundant capital. 5. Advance collection increases by 413 million yuan from the end of the term of the previous year, with an increase of 33.87%, mainly due to increase of advance from Deep-water Natural Gas Project in the South China Sea during the reporting period from the end of the term of the previous year. 6. Interest payable increases by 15 million yuan from the end of the term of the previous year, with an increase of 99.35%, mainly because the Company pays interests of bonds amounting to 1.2 billion yuan once a year and accrues interests of 17 million yuan during the reporting period. 11

III. Analysis on Cash Flow Statement Unit: RMB Items of Cash Flow Statement Jan. Mar. 2012 Jan. Mar. 2011 Increase/decrease Net cash flows from operating Cash flow from investment, net Cash flow from financing, net 512,830,509.86 499,663,571.76 13,166,938.10-240,441,359.06-283,241,480.84 42,800,121.78-702,998,481.59-37,209,053.07-665,789,428.52 1. Cash flow from operating increases by 13 million yuan on a year-on-year basis, mainly due to increase in the Company s workload during the reporting period and due to increase of cash received from sale of commodities and provisions of labor service by 166 million yuan on a yearon-year basis. 2. Net cash flow from investment is -240 million yuan, mainly due to payment of 240 million yuan in cash for procurement and construction of fixed assets, intangible assets, and other long-term assets. 3. Net cash flow from financing decreases by 666 million yuan on a year-on-year basis, mainly thanks to the Company s repayment of 500 million yuan of expired entrusted loans and 165 million yuan of short-term borrowings to China National Offshore Oil Corporation during the reporting period, with abundant cash flows. 3.3 Significant events and analysis on their effects and solutions Applicable Not applicable There is no progress in the investigation by Tianjin Customs into the entry and exit of the Company s foreign ships. The Company will disclose any progress in accordance with law. 3.4 Performance of commitment from the company, shareholder and actual controller Applicable Not applicable 3.5 Warning of and explanation for the accumulated net profit from the beginning of the year to the end of the next reporting period forecast to be a probable loss or to be significantly differed from that of the corresponding period of last year Applicable Not applicable 3.6 The performance of cash dividend policy during reported period The Profit Distribution Plan for 2011 was deliberated and adopted at the 12 th meeting of the fourth session of the Board of Directors on March 28, 2012 that the Company plans to distribute cash 12

dividends of 0.35 yuan (tax-included) for each 10 shares, on the basis of year-end total capital stock of 3,889.44 million shares in 2011. Cash dividends distributed total 136.1304 million yuan. This distribution prediction scheme needs to be submitted to the 2011 General Meeting of Shareholders to be held on May 11, 2012 for deliberation and adoption. Offshore Oil Engineering Co.,Ltd Legal representative: Zhou Xuezhong April 24, 2012 13

4.1 Consolidated Balance Sheet Mar 31, 2012 Prepared by: Offshore Oil Engineering Co., Ltd. Unit: Yuan Currency:RMB unaudited Balance at the end of the Balance at the beginning of Item period the year Current assets Currency capital 798,759,830.24 1,230,187,405.45 Settlement reserves Funds lent Transaction financial assets 3,574,797.10 3,538,700.51 Notes receivable 12,153,586.17 12,390,600.00 Accounts receivable 1,331,248,373.93 1,973,217,886.77 Accounts in advance 1,177,788,766.93 1,107,949,740.63 Premiums receivable Reinsurance account receivable Reinsurance contract reserves receivable Interest receivable Chapter 4 Appendix:Financial Statements (unaudited) Dividend receivable Other accounts receivable 57,310,231.82 65,427,744.68 Buying back the sale of financial assets Inventories 898,112,908.19 708,412,944.49 Non-current assets due within one year Other current assets 2,335,054.64 2,335,055.96 Total current assets 4,281,283,549.02 5,103,460,078.49 Non-current assets: Loans offered and monies advanced Financial assets available for sale 350,880,000.00 322,800,000.00 14

Held-to-maturity investment Long-term receivables Long-term equity investment 25,000,000.00 25,000,000.00 Investment real estate Fixed assets 8,593,974,846.10 7,881,002,368.83 Construction in progress 3,525,225,722.52 4,144,377,685.93 Engineering materials Disposal of fixed assets Productive biological assets Oil and gas assets Intangible assets 1,179,098,553.42 1,188,536,601.31 Development expenditure Goodwill 13,075,057.26 13,075,057.26 Long-term deferred expense 1,166,859.70 1,340,143.03 Deferred income tax assets 106,307,303.76 106,307,303.76 Other non-current assets Total non-current assets 13,794,728,342.76 13,682,439,160.12 Total assets 18,076,011,891.78 18,785,899,238.61 Current liabilities: Short-term loan 40,000,000.00 205,000,000.00 Borrowings from the Central Bank Accepting money deposits and due from banks Funds borrowed Transactional financial liabilities Notes payable Accounts payable 2,038,985,233.17 2,373,567,067.78 Accounts received in advance 1,633,726,394.12 1,220,384,648.50 15

Financial assets sold for repurchase Handling charges and commission payable Employee compensation payable 75,411,511.13 263,578,217.53 Taxes payable 195,644,787.44 197,044,948.12 Interest payable 29,871,416.68 14,984,645.88 Dividends payable 3,735,208.48 12,506,120.33 Other payables 67,716,486.45 92,758,203.79 Reinsurance accounts payable Insurance contract reserves Acting trading securities Acting underwriting securities Non-current liability due within one year 1,500,000,000.00 2,000,000,000.00 Other current liabilities 1,650,680.52 1,650,680.52 Total current liabilities 5,586,741,717.99 6,381,474,532.45 Non-current liabilities: Long-term loan 350,141,845.09 354,390,602.59 Bond payable 1,192,179,231.81 1,191,882,650.40 Long-term payable Special accounts payable 67,901,000.00 67,901,000.00 Anticipation liabilities Deferred income tax liabilities 165,218,780.06 158,198,780.06 Other non-current liabilities 1,137,928,222.08 1,128,766,694.76 Total non-current liabilities 2,913,369,079.04 2,901,139,727.81 Total liabilities 8,500,110,797.03 9,282,614,260.26 Investors equity (or stockholders equity): Paid-in capital (or Share capital) 3,889,440,000.00 3,889,440,000.00 Capital reserve 1,521,092,008.99 1,500,032,008.99 16

Less: treasury stock Special reserve 43,032,307.22 41,360,761.68 Surplus reserve 598,324,372.50 598,324,372.50 General risk preparation Undistributed profit 3,469,567,118.99 3,420,572,107.23 Converted difference in foreign currency statements Total equity belonging to owners of the parent company -7,658,334.78-7,396,417.83 9,513,797,472.92 9,442,332,832.57 Minority shareholders equity 62,103,621.83 60,952,145.78 Total shareholders equity 9,575,901,094.75 9,503,284,978.35 Total liabilities and shareholders equity 18,076,011,891.78 18,785,899,238.61 Legal representative: Zhou Xuezhong Person in charge of accounting affairs: Wu Hanming Person in charge of accounting department: Wang Yajun Balance Sheet of Parent Company Mar 31, 2012 Prepared by: Offshore Oil Engineering Co., Ltd. Unit: Yuan Currency:RMB unaudited Balance at the end of Balance at the Item the period beginning of the year Current assets Currency capital 389,513,432.57 743,814,274.34 Transaction financial assets 3,303,690.00 3,267,570.00 Notes receivable 50,000.00 340,000.00 Accounts receivable 1,062,469,739.53 1,651,853,166.15 Accounts in advance 633,452,516.65 51,109,917.62 Interests receivable 92,262.50 36,600.00 Dividends receivable 23,225,652.04 23,225,652.04 Other accounts receivable 1,557,297,082.46 1,542,799,500.75 Inventories 559,086,702.47 371,210,006.38 Non-current assets due within one year 17

Other current assets 56,569,119.74 121,569,119.74 Total current assets 4,285,060,197.96 4,509,225,807.02 Non-current assets: Financial assets available for sale 350,880,000.00 322,800,000.00 Held-to-maturity investment Long-term receivables Long-term equity investment 3,669,578,430.26 3,669,578,430.26 Investment real estate Fixed assets 4,181,190,155.08 3,374,050,885.98 Construction in progress 3,330,852,231.67 3,991,017,718.61 Engineering materials Disposal of fixed assets Productive biological assets Oil and gas assets Intangible assets 28,828,679.87 30,985,817.91 Development expenditure Goodwill Long-term deferred expenses Deferred income tax assets 76,407,612.43 76,416,642.43 Other non-current assets Total non-current assets 11,637,737,109.31 11,464,849,495.19 Total assets 15,922,797,307.27 15,974,075,302.21 Current liabilities: Short-term loan Transactional monetary liabilities Notes payable 18

Accounts payable 2,329,172,918.33 2,104,711,529.36 Accounts received in advance 1,629,036,327.10 1,215,477,891.58 Employee compensation payable 44,998,796.98 175,949,792.52 Taxes payable 132,205,294.66 166,664,329.19 Interest payable 29,871,416.68 12,949,777.79 Dividends payable Other payables 109,904,478.95 121,009,303.11 Non-current liability due within one year 1,500,000,000.00 2,000,000,000.00 Other current liabilities Total current liabilities 5,775,189,232.70 5,796,762,623.55 Non-current liability: Long-term loan Bonds payable 1,192,179,231.81 1,191,882,650.40 Long-term payable Special accounts payable 67,901,000.00 67,901,000.00 Anticipation liabilities Deferred income tax liabilities 159,310,457.90 152,290,457.90 Other non-current liabilities 120,042,240.44 114,344,239.69 Total non-current liabilities 1,539,432,930.15 1,526,418,347.99 Total liabilities 7,314,622,162.85 7,323,180,971.54 Investors equity (or stockholders equity): Paid-in capital (or Share capital) 3,889,440,000.00 3,889,440,000.00 Capital reserve 1,518,539,800.75 1,497,479,800.75 Less: treasury stock Special reserve 26,879,547.65 26,879,547.65 Surplus reserve 588,681,810.61 588,681,810.61 19

General risk preparation Undistributed profit 2,584,633,985.41 2,648,413,171.66 Total investors equity (or shareholders equity) 8,608,175,144.42 8,650,894,330.67 Total liabilities and investors equity 15,922,797,307.27 15,974,075,302.21 Legal representative: Zhou Xuezhong Person in charge of accounting affairs: Wu Hanming Person in charge of accounting department: Wang Yajun 20

4.2 Consolidated Profit Statement January to March of 2012 Prepared by: Offshore Oil Engineering Co., Ltd. Unit: Yuan Currency:RMB unaudited Item Amount of current period Amount of previous period I Total income from operations 1,303,247,330.09 835,991,532.85 Including: operating income 1,303,247,330.09 835,991,532.85 Interest income Earned premium Handling charges and commission income II Total operating costs 1,238,728,448.04 1,037,341,463.84 Including: operating costs 1,115,407,438.50 912,361,960.34 Interest expenses Handling charges and commission expense Surrender value Claim expenses-net Provision for insurance contract reserves-net Policyholder dividends Expenses for reinsurance accepted Sales taxes and associate charges 32,062,771.88 28,449,163.47 Selling and distribution expenses 630,709.47 638,799.69 Administrative expense 51,412,456.58 41,149,930.05 Financial expenses 39,215,071.61 54,741,610.29 Impairment loss Plus: gain from change in fair value (- for loss) 36,120.00 565,020.00 Gain from investment (- for loss) Including: Investment gain from Associates and Joint venture Exchange gain (- for loss) 21

III Operating profit (- for loss) 64,555,002.05-200,784,910.99 Plus: non-operating income 7,185,377.04 7,720,190.66 Less: non-operating expenses 99,965.27 111.57 Including: loss from disposal of non-current assets IV Total profit (- for total losses) 71,640,413.82-193,064,831.90 Less: income tax expense 21,492,085.37 15,582,003.74 V Net profits (- for net losses ) 50,148,328.45-208,646,835.64 Net profit attributable to holding company 48,995,011.76-209,276,074.60 Profit and loss of minority shareholders 1,153,316.69 629,238.96 VI Earnings per share: (I) Basic earnings per share 0.01-0.05 (II)Diluted earnings per share 0.01-0.05 VII Other comprehensive income 20,796,242.41-1,233,351.07 VIII Total comprehensive income 70,944,570.86-209,880,186.71 Total comprehensive income attributable to holding company Total comprehensive income attributable to minority shareholder 69,784,064.81-210,460,687.42 1,151,476.05 580,500.71 Legal representative: Zhou Xuezhong Person in charge of accounting affairs: Wu Hanming Person in charge of accounting department: Wang Yajun Profit Statement of Parent Company January to March of 2012 Prepared by: Offshore Oil Engineering Co., Ltd. Unit: Yuan Currency:RMB unaudited Item Amount of current period Amount of previous period I operating income 830,179,563.08 598,740,371.92 Less: operating costs 838,621,012.43 757,501,310.62 Sales taxes and surcharges 8,190,710.27 13,296,637.56 Selling and distribution expenses 22

Administrative expense 25,741,963.17 24,269,922.40 Financial expenses 28,372,548.36 36,863,655.33 Impairment loss Plus: gain from change in fair value (- for loss) 36,120.00 565,020.00 Gain from investment (- for loss) 2,463,637.50 Including: Investment gain from Associates and Joint venture II Operating profit (- for loss) -68,246,913.65-232,626,133.99 Plus: non-operating income 4,522,918.73 7,227,108.04 Less: non-operating expenses 46,161.33 Including: Net loss from disposal of non-current assets III Total profit (- for total losses) -63,770,156.25-225,399,025.95 Less: income tax expense IV Net profits (- for net losses) -63,770,156.25-225,399,025.95 V Earnings per share: (I) Basic earnings per share (II) Diluted earnings per share VI Other comprehensive income 21,060,000.00 VII Total comprehensive income -42,710,156.25-225,399,025.95 Legal representative: Zhou Xuezhong Person in charge of accounting affairs: Wu Hanming Person in charge of accounting department: Wang Yajun 23

4.3 Consolidated Statement of Cash Flow January to March of 2012 Prepared by: Offshore Oil Engineering Co., Ltd. Unit: Yuan Currency:RMB unaudited Item I. Cash flows from operating : Amount of current period Amount of previous period Cash received from sale of goods or provisions of services 2,148,831,555.47 1,982,897,520.42 Cash received on deposits and from banks and other financial institutions Net cash received on borrowing from the Central Bank Net cash received on placements from other financial institutions Premium received on original insurance contract Net cash received from reinsurance Net cash received on policyholder deposit and investment Net cash received from disposal of trading financial assets Interests, handling charges and commission received Net cash received on placements from bank Net cash received under repurchasing Refund of tax and fare received 70,997,557.78 93,010,217.13 Other cash received relating to operating Sub-total of cash inflows from operating 25,341,468.13 18,158,129.55 2,245,170,581.38 2,094,065,867.10 Cash paid for goods and services 1,107,967,517.22 986,109,112.88 Loans and advances drawn-net Net cash paid to central bank, banks and other financial institutions 24

Claims paid for original insurance contract Interests, handling charges and commission paid Dividends paid to policyholders Cash paid to and on behalf of employees 464,336,388.20 419,904,549.50 Payments for various taxes 89,886,426.02 139,640,425.67 Other cash paid relating to operating 70,149,740.08 48,748,207.29 Sub-total of cash outflows from operating 1,732,340,071.52 1,594,402,295.34 Net cash inflows from operating 512,830,509.86 499,663,571.76 II. Cash flows from investment : Cash received from disposal of investments Cash received from returns on investments Net cash received from disposal of fixed assets, intangible assets and other long-term assets 5,800.00 Proceeds from sale of subsidiaries and other operating entities Other cash received relating to investment Sub-total of cash inflows from investment Cash paid to acquire fixed assets, intangible assets and other long-term assets 5,800.00 240,441,359.06 283,247,280.84 Cash paid to acquire investments Net cash used in loans Net cash used for acquiring subsidiaries and other operating entities Other cash paid relating to investment Sub-total of cash outflows from investment 240,441,359.06 283,247,280.84 Net cash flows from investment -240,441,359.06-283,241,480.84 25

III. Cash flows from financing : Cash received from absorbing investment 2,362,860.00 Including: Cash received from increase in minority interest by subsidiary Cash received from borrowings 130,000,000.00 126,750,000.00 Cash received from issuing debentures Other cash received relating to financing Sub-total of cash inflows from financing 130,000,000.00 129,112,860.00 Cash paid for settling debts 798,938,187.50 132,232,331.23 Cash paid for distribution of dividends, profits and repayment of interests 34,060,294.09 34,089,581.84 Including: Cash paid for distribution of dividends or profit or reimbursing interests by subsidiary Other cash paid relating to financing Sub-total of cash outflows from financing 832,998,481.59 166,321,913.07 Net cash flows from financing -702,998,481.59-37,209,053.07 IV. Effect of exchange rate changes on cash and cash equivalents V. Net increase in cash and cash equivalents Plus: Balance of Cash and cash equivalents at the beginning of the period VI. Balance of Cash and cash equivalents at the end of the period -818,244.42-1,027,530.67-431,427,575.21 178,185,507.18 1,230,187,405.45 758,932,245.79 798,759,830.24 937,117,752.97 Legal representative: Zhou Xuezhong Person in charge of accounting affairs: Wu Hanming Person in charge of accounting department: Wang Yajun 26

Cash Flow Statement of Parent Company January to March of 2012 Prepared by: Offshore Oil Engineering Co., Ltd. Unit: Yuan Currency:RMB unaudited Item I. Cash flows from operating : Amount of current period Amount of previous period Cash received from sale of goods or provisions of services 1,692,794,150.16 1,738,832,331.57 Refund of tax and fare received 4,253.25 Other cash received relating to operating Sub-total of cash inflows from operating 18,581,957.24 9,615,202.63 1,711,376,107.40 1,748,451,787.45 Cash paid for goods and services 1,074,272,321.45 1,244,288,606.10 Cash paid to and on behalf of employees 317,789,670.24 264,585,781.42 Payments for various taxes 38,784,008.21 71,165,769.63 Other cash paid relating to operating 38,697,096.83 28,641,334.97 Sub-total of cash outflows from operating 1,469,543,096.73 1,608,681,492.12 Net cash inflows from operating 241,833,010.67 139,770,295.33 II. Cash flows from investment : Cash received from disposal of investments 260,000,000.00 Cash received from returns on investments 2,407,975.00 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 5,800.00 Proceeds from sale of subsidiaries and other operating entities Other cash received relating to investment Sub-total of cash inflows from investment Cash paid to acquire fixed assets, intangible assets and other long-term assets 262,407,975.00 5,800.00 141,361,596.93 243,707,465.65 27

Cash paid to acquire investments 195,000,000.00 Net cash used for acquiring subsidiaries and other operating entities Other cash paid relating to investment Sub-total of cash outflows from investment 336,361,596.93 243,707,465.65 Net cash flows from investment -73,953,621.93-243,701,665.65 III. Cash flows from financing : Cash received from absorbing investment Cash received from borrowings Cash received from issuing debentures Other cash received relating to financing Sub-total of cash inflows from financing Cash paid for settling debts 500,000,000.00 Cash paid for distribution of dividends, profits and repayment of interests 22,011,305.55 21,494,444.45 Other cash paid relating to financing Sub-total of cash outflows from financing 522,011,305.55 21,494,444.45 Net cash flows from financing -522,011,305.55-21,494,444.45 IV. Effect of exchange rate changes on cash and cash equivalents V. Net increase in cash and cash equivalents Plus: Balance of Cash and cash equivalents at the beginning of the period VI. Balance of Cash and cash equivalents at the end of the period -168,924.96-725,899.13-354,300,841.77-126,151,713.90 743,814,274.34 566,359,978.69 389,513,432.57 440,208,264.79 Legal representative: Zhou Xuezhong Person in charge of accounting affairs: Wu Hanming Person in charge of accounting department: Wang Yajun 28