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Page 1: ANNUAL REPORT 2007 - library.isdx.comlibrary.isdx.com/.../ChinaCDMExchange/chinacdm2007.pdf · CHINA CDM EXCHANGE CENTRE LIMITED CHAIRMAN’S STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

ANNUAL REPORT

2007

Page 2: ANNUAL REPORT 2007 - library.isdx.comlibrary.isdx.com/.../ChinaCDMExchange/chinacdm2007.pdf · CHINA CDM EXCHANGE CENTRE LIMITED CHAIRMAN’S STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

CHINA CDM EXCHANGE CENTRE LIMITED COMPANY INFORMATION

1

Directors Executive Directors

Zheng Kang Qingmei Liu Sha Ying Non-Executive Directors Victor Ng Simon Littlewood Dengfeng Mi Secretary Melody Zhu Company number 94681 Registered office Ordnance House 31 Pier Road St. Helier Jersey JE4 8PW Auditors Zhong Run

Certified Public Accounts Co., Ltd Room1405, Xinjiyuan Apartment, Jia No. 180, Guangwai Dajie Xuanwu District, Beijing City P.R.C 100055

Business Address Room 1900, No. 2 Building No. 1, 2 Lane, Baiguanglu, Xuanwu District,

Beijing, P R China

Bankers HSBC

Level 26, 8 Canada Square London E14 5HQ

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CHINA CDM EXCHANGE CENTRE LIMITED CONTENTS

2

Page

Chairman’s statement

3-7

Directors’ report

8-10

Independent Auditors’ Report

11-12

Balance sheet

13-14

Income statement

15

Cash flow statement

16-17

Notes to the financial statement

18-27

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CHINA CDM EXCHANGE CENTRE LIMITED CHAIRMAN’S STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007

3

China CDM Exchange Centre Limited

Chairman’s Statement

The year 2007 is a memorable one with great success. In the past year, my colleagues

and I have experienced much and gained more. In 2007, global climate disaster occurred

frequently, which violently menaced the earth we depend on, for example, Asian Flood,

European Heat Weaves, and South Africa Snowstorm, etc. Under such serious

circumstances, every country including China in the world pays more and more attention

to the Global Climate Change and has further taken active measures to fight such

changes. In December, 2007, United Nations Climate Change Conference was held in

Bali, Indonesia and made Bali Road Map, which provides full guarantee and basis for the

sustained work development under the auspices of the United Nations Framework

Convention on Climate Change. Further on, Australia officially signed the Kyoto Protocol,

and European Union and Japan also actively promote the Carbon Emission Right

Transactions based on the Global Climate Change. To date, CO2 Emission Right

Transactions have emerged up and grown gradually to a mature market in the world.

Project Types

The year 2007 saw a rapid as well as fruitful development of the company business. Up to

December 31, 2007, 59 CDM projects were signed, which further established the

company’s leading position in China CDM Industry. These projects nearly cover every

possible field for CDM development prescribed by United Nations: New energy:

Hydropower Station, Wind Power Station, Biomass Energy Station; Heavy Industry: Iron

& Steel Industry; Others: Petroleum, LNG, and Chemical Industry. So far, we have

obtained considerable development in the Carbon Credit market. On May 31, 2007,

CCEC established the comprehensively cooperative partnership with China Grand

Forestry Resources Group Limited (00910.HK) to develop the forestry CDM projects in

China.

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CHINA CDM EXCHANGE CENTRE LIMITED CHAIRMAN’S STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007

4

Project Progress

The global largest LNG Power Generation Project

From the beginning of 2007, CCEC commenced to contribute itself to develop the global

largest LNG CDM Project. That is Fujian Putian LNG Power Generation Project,

developed by CNOOC. After completing the project (Stage I and Stage II), the installed

capacity will reach 2800MW (amounting to 280 small-scale hydropower stations), and the

total investment will exceed RMB 10 billion Yuan.

The current largest Hydropower project in CDM Industry

Among the well-developed hydropower projects, there is the current largest-scale

hydropower project in global CDM industry to date: China Xinjiang Chahanwusu

Hydropower Station, which is vividly called “Three Gorges Project in Western China”. The

total investment is close to RMB 2 billion Yuan. The annual CERs reach 880 thousand

tons, and the expected CERs can reach 4.4 million tons up to the year 2012. The total

CERs can reach 18.48 million tons.

The Largest CDM Project in Global Iron & Steel Industry

In the Iron & Steel Industry, CCEC collaborated with China Shandong Weifang Steel to

develop the global largest CDM Project in Global Iron & Steel Industry: the Waste Heat

Project of Blast Furnace, Converter, and Coke Oven. To date, this project has entered into

the trial operation stage. After full completion of Project Stage I and Stage II, the annual

CERs will reach 750 thousand tons.

Meanwhile, CCEC has reached initial intent with China Three Gorges Project Corporation

(CTGPC, the global largest hydropower development corporation) and its subsidiary

China Yangtze Power Co., Ltd (600900.ss)to exclusively develop the CDM project to

improve the energy efficiency. Three Gorges Group, as the best hydropower corporation

in china, has successfully operated Three Gorges Hydropower Station and Gezhouba

Hydropower Station, with the total installed capacity as 30000MW. Up to 2015, the

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CHINA CDM EXCHANGE CENTRE LIMITED CHAIRMAN’S STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007

5

expected installed capacity will exceed 70000MW. CCEC will cooperate with Three

Gorges Group to develop the large-scale hydropower CDM project.

In 2007, CCEC gained great profit from CDM project development. Up to Dec. 31, 2007,

the total asset of the company reached RMB 517 million Yuan (amounting to

GBP35million). The company profit in the year under review is RMB48 million Yuan

(amounting to GBP3.3 million), which gives a strong evidence for CCEC’s leading position

in China CDM Industry.

The basic scheme of China Energy Corporations is structured by five top power

generation corporations, two top grid power groups, three petroleum corporations, and

one hydropower corporation. Five top power generation corporations hold above 80% of

China fire power total installed capacity. Generally speaking, the percentage of fire power

projects suitable for CDM development can reach 95%. So far, CCEC has established the

comprehensive cooperation with China Guodian Corporation, China Datang Power

Corporation,China Huaneng Group and China Huadian Corporation. Further on, CCEC

has set out to corporate with China Power Investment Corporation in specific projects. At

the same time, CCEC has developed the cooperation with CNOOC, CTGPC, State Grid

Corporation, etc in every CDM field. All these corporations further guarantee CCEC’s

absolute leading position in China CDM Industry even in the world.

We have established the strong cooperative partnership with the international partners

including but not limited to Mitsubishi Corporation, Sumitomo Mitsui Banking Corporation,

Toyota Tsusho Corporation, and Marubeni Corporation in the related fields. At the same

time, we have developed the cooperation with Tokyo Electric Power, Kansai Electric

Power, Tohoku Electric Power, Chubu Electric Power and other power cooperation with

great success. All the cooperation makes CCEC the largest supplier in CDM as well as

Carbon Emission Reduction Right fields.

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CHINA CDM EXCHANGE CENTRE LIMITED CHAIRMAN’S STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007

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In 2007, CCEC further enriched the human resource to enlarge the team capacity and

improved the company management by optimizing human resource.

Hereupon, I show my sincere thanks to my colleagues and every cooperative partner.

Wish us great success in 2008.

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CHINA CDM EXCHANGE CENTRE LIMITED CHAIRMAN’S STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007

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Outlook

The year 2008 is a significant one for everyone. This year, China Beijing will host the

World Olympic Games. At the beginning of 2008, Southern China experienced an

unprecedented snow disaster, which brought the global climate change problem into focus

once again.

In 2008, the company will carry out the following work:

Firstly, to further establish and consolidate the leading position in every field in China

CDM Industry even in the world; to maintain our competitive strength in New Energy Field,

move forward the process of current projects and actively contact project owners to

guarantee high efficiency and high quality of the projects.

Secondly, to strengthen the cooperation and communication with main energy

corporations in China in the fields including but not limited to Petroleum, Chemical

Industry, large-scale hydropower, Fire Power Super-critical Machine Setting, Petroleum

Refinery and Grid Reconstruction and try to gain considerable success.

Thirdly, to establish the sole electronic trade system based on Carbon Emission Right in

Asia, which can be defined as Asian Climate Exchanges Limited. Further on, to

strengthen the cooperation with European Climate Exchange and Chicago Climate

Exchange in global carbon credit market.

Fourthly, to strengthen and improve company management.

Fifthly, to invest funds to the new energy projects and more CDM projects. To focus on

the development of Clean Energy including wind power generation, hydropower

generation, etc. To actively cooperate with State Grid Corporation of China to guarantee

grid connection and safe operation after the projects are completed.

Sixthly, to change the current “consultancy + buyer” commercial pattern to “independent

project purchase” pattern so as to maximize the enterprise profit.

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CHINA CDM EXCHANGE CENTRE LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2007

8

The directors present their report and financial statements for the year ended 31 December 2007. Principal activities The company’s principal activity during the year was that of signing 46 new CDM projects with the project owners, resulting in amounting to 58,900,166 Tons before 2012. Besides that, for extending the business, CCEC fulfilled to raise £15,000,000.00 from the institutional investors: £5,000,000.00 from Atlantis Investment Management Limited, and £ from DnB NOR Asset Management (Asia) Limited. Results and dividends The profit for the year after tax was £3,296,443.30 The directors do not recommend a payment of dividend. Directors The following directors have held office since 3 October, 2006 Executive Directors Zheng Kang Qingmei Liu Sha Ying Non-Executive Directors Victor Ng Simon Littlewood Dengfeng Mi

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CHINA CDM EXCHANGE CENTRE LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2007

9

Directors’ Interests MR. KANG ZHENG, the Chairman of China CDM Exchange Centre Limited, owns 53,000,000 ordinary shares of the company. Ms. LIU QINGMEI, the executive director of China CDM Exchange Centre Limited, owns 26,100,000 ordinary shares of the company. Ms. SHA YING, a director and shareholder of China CDM Exchange Centre Limited, owns 4, 800, 00 ordinary shares of the company.

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CHINA CDM EXCHANGE CENTRE LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2007

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Directors’ responsibilities The directors are responsible for preparing the financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice. Jersey company law requires the Directors to prepare the financial statements each year, which give a true and fair view of the state of the affairs of the company and the profit and loss for that period. In preparing those financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate

to presume that the company will continue in business; and - state whether applicable accounting standards have been followed, subject to any

material departures disclosed and explained in the financial statements. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company, and to enable them to that the financial statements comply with the Companies (Jersey) Law, 1991. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud, error, and non-compliance with law and regulations. Auditors A resolution will be proposed at the annual general meeting for the re-appointment of Zhong Run Certified Public Accountants Co., Ltd. as auditors for the forthcoming year. On behalf of the board

……………………………… Melody Zhu Secretary 28 April, 2008

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11

China CDM Exchange Centre Limited

FINANCIAL STATEMENTS AND

REPORT OF THE AUDITORS

FOR THE YEAR ENDED 31 DECEMBER 2007

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China CDM Exchange Centre Limited BALANCE SHEET AS AT 31 DECEMBER 2007

13

BALANCE SHEET

China CDM Exchange Centre Ltd.

Year ended 31 December, 2007

ITEMS 31 Dec, 2007 31 Dec, 2007

RMB GBP

ASSETS

Current assets

Cash and cash equivalents 123,821,255.96 8,492,133.85

Receivables 3,901,849.06 267,603.69

Other receivables 148,291,037.84 10,170,364.79

Prepaid expenses 40,000.00 2,743.35

Total current assets 276,054,142.86 18,932,845.67

Non current assets

Long-term investments 240,400,000.00 16,487,548.61

Fixed assets

Fixed assets-cost 103,760.00 7,116.26 Less:accumlated depreciation 8,719.65 598.03

Fixed assets-net value 95,040.35 6,518.23

Total assets 516,549,183.21 35,426,912.51

GBP/RMB=14.5807 These financial statements were approved and authorized for issue by the Board of Directors on Apr. 28, 2008 and signed on its behalf by: ………………………………

………………………………

KANG ZHENG LIU QINGMEI

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China CDM Exchange Centre Limited BALANCE SHEET AS AT 31 DECEMBER 2007

14

EQUITY AND LIABILITIES

Current Liabilities

Payroll -

Other payables 4,813,826.04 330,150.54

Accrued and other liabilities -

Total current liabilities 4,813,826.04 330,150.54

Equity

Registered capital 1,500,000.00 102,875.72

Paid up capital 220,499,000.00 15,122,662.15

Capital reserve 240,400,000.00 16,487,548.61

Undivided profit 4,279,085.68 293,476.01

Net profit for the year 45,057,271.49 3,090,199.48

Total equity 511,735,357.17 35,096,761.96

Total equity and liabilities 516,549,183.21 35,426,912.51

GBP/RMB=14.5807 These financial statements were approved and authorized for issue by the Board of Directors on Apr. 28, 2008 and signed on its behalf by: ………………………………

………………………………

KANG ZHENG LIU QINGMEI

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China CDM Exchange Centre Limited INCOME STATEMENT AS AT 31 DECEMBER 2007

15

INCOME STATEMENT

China CDM Exchange Centre Ltd.

Year ended 31 December, 2007

ITEMS AMOUNT(RMB) AMOUNT(GBP)

Revenues

Service revenues 48,064,450.85 3,296,443.30

Total revenues 48,064,450.85 3,296,443.30

Operating expenses

Salary 1,479,500.00 101,469.75

Emploees' insurance 51,802.91 3,552.84

Employee welfare 57,637.80 3,953.02

Employee education 1,030.00 70.64

Rent 479,200.00 32,865.36

Travelling expenses 367,518.58 25,205.83

Office expenses 140,256.36 9,619.32

Entertainment expenses 94,288.25 6,466.65

Depreciation 8,719.65 598.03

Transportation expenses 61,724.60 4,233.31

Communication expenses 24,828.06 1,702.80

Professional fee

-

-

Verification fee 66,000.00 4,526.53

Advisory fee of experts 94,000.00 6,446.88

Meeting fee 58,820.50 4,034.13

Marketing expenses 7,450.00 510.95

Finance costs

-459.55 -31.52

Miscellaneous fee 14,862.20 1,019.31

Total operating expenses 3,007,179.36 206,243.83

Net profit for the year 45,057,271.49 3,090,199.48

GBP/RMB=14.5807

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China CDM Exchange Centre Limited CASH FLOW STATEMENT AS AT 31 DECEMBER 2007

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CASH FLOW STATEMENT

China CDM Exchange Centre Ltd.

Year ended 31 December, 2007

ITEMS 31 Dec, 2007 31 Dec, 2007

RMB GBP

Cash received from sales of goods or rendering of services 1 48,064,450.85 3,296,443.30 Refund of other taxes and levy other than value added tax 2 Other cash received relating to operating activities 3 604,513.49 41,459.84

Sub-total of cash inflow 48,668,964.34 3,337,903.14 Cash paid for goods and services 4 Cash paid to and for the employees 5 Taxes paid 6 Other cash paid relating to operating activities 7 Sub-total of cash outflow

Net cash flow from operating activities 48,668,964.34 3,337,903.14 2.Investing Activities: Cash received from return of investments 8 Cash received from distribution of dividends or profits 9 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 10 Other cash received relating to investing activities 11

Sub-total of cash inflow 0.00 0.00

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China CDM Exchange Centre Limited CASH FLOW STATEMENT AS AT 31 DECEMBER 2007

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Cash paid to acquire fixed assets, intangible assets and other long-term assets 12 Cash paid to acquire equity investments 13 Other cash paid relating to investing activities 14

Sub-total of cash outflow 0.00 0.00

Net cash flow from investing activities 0.00 0.00 3.Cash Flow from Financing Activities:

Proceeds from issuing shares 15 74,691,945.33 5,122,658.40 Proceeds from borrowings 16 Other proceeds relating to financing activities 17 Sub-total of cash inflow 74,691,945.33 5,122,658.40 Cash repayments of amounts borrowed 18 Cash payments for distribution of dividends or profits, interest expenses 19 Other cash payments relating to financing activities 20

Sub-total of cash outflow 0.00 0.00

Net cash flow from financing activities 74,691,945.33 5,122,658.40 4.Influence of Foreign Exchange Rate Changes on Cash and Cash Equivalents 21

5.Net Increase in Cash and Cash Equivalents 22 123,360,909.67 8,460,561.54 Add:Balance of Cash and Cash Equivalents at beginning of period 23 460,346.29 31,572.30

6.Ending Balance of Cash and Cash Equivalents 24 123,821,255.96 8,492,133.85

GBP/RMB=14.5807

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China CDM Exchange Centre Limited NOTES TO THE FINANCIAL STATEMENT AS AT 31 DECEMBER 2007

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1 COMPANY BACKGROUND AND PRINCIPAL ACTIVITIES China CDM Exchange Centre Limited (the “Company” or “CCEC”) was incorporated

at Ordnance House 31 Pier Road St Helier Jersey on 3rd day of October 2006 with the registration number as 94681. The Company provides brokerage, advisory and research services relating to the reduction of greenhouse gases ("GHGs") in Asia. It works with businesses and projects that generate carbon credits, and assists the project owner to identify buyers for, and sell on, those carbon credits. In addition to providing advice to projects that generate carbon credits, CCEC also acts as an emissions broker and maintains its own carbon-trading portfolio. It manages the only on-line platform for environmental commodity transactions in China. The Company operates within the framework of the Clean Development Mechanism ("CDM") of the Kyoto Protocol, established under the auspices of the United Nations Framework Convention on Climate Change. The Protocol commits countries to reducing their emissions of GHGs by pre-determined amounts or compensates for maintained or higher GHGs emissions via emissions trading. CCEC's services cover strategy development, analysis, verification, legal and accounting advice, insurance and other professional services. Owing to its relationships with leading energy institutions, particularly Chinese power producers and Asian buyers of carbon credits, CCEC focuses on identifying buyers for larger-than-average CDM projects in China and negotiating Certified Emission Reduction purchase agreements on behalf of its clients.

2 BASIS OF PREPARATION The financial statements have been prepared in accordance with the Companies

(Jersey) Law, 1991 and International Financial Reporting Standards ( IFRS).

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China CDM Exchange Centre Limited NOTES TO THE FINANCIAL STATEMENT AS AT 31 DECEMBER 2007

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3 PRINCIPAL ACCOUNTING POLICIES (a) Accounting period The Company’s accounting year starts on 1 January and ends on 31 December. (b) Recording currency The recording currency of the Company is the Renminbi (Rmb). (c) Basis of accounting and measurement bases

The Company follows the accrual basis of accounting. Assets are initially recorded at actual costs on acquisition and subsequently adjusted for impairment, if any.

(d) Foreign currency translation

Except for the accounting treatment of paid-in capital, foreign currency transactions are translated into Rmb at the exchange rates stipulated by the People’s Bank of China (“the stipulated exchange rates”) on the first day of the month in which the transactions took place at the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Rmb at the stipulated exchange rates at the balance sheet date. Exchange differences arising from these translations are expensed, except for those attributable to foreign currency borrowings that have been taken out specifically for the construction of fixed assets, which are capitalized as part of the fixed asset costs and those arising in the pre-operating period, which are recorded as long-term prepaid expenses.

Contributions to paid-in capital made in foreign currencies are translated into the Rmb

denominated paid-in capital account at the stipulated exchange rates at the contribution dates. Translation differences arising from the use of different exchange rates to translate the relevant assets and paid-in capital are recorded as capital surplus.

(e) Cash and cash equivalents For the purposes of the cash flow statement, cash refers to all cash in hand and call

deposits. (f) Short-term investments Short-term investments, comprising equity securities, debt securities and fund

investments, are those investments that the Company does not have the intention to hold for more than one year and are readily convertible into known amounts of cash. Short-term investments are recorded at actual cost less the unpaid cash dividends already declared or unpaid interest on bonds at the time of acquisition. Except for the amount recorded as receivables, cash dividends and interest received on short-term investments are recognized as a reduction of the investment cost.

(g) Notes receivable Notes receivable are commercial notes held by the company which have not yet

reached their date of maturity.

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China CDM Exchange Centre Limited NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007

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(h) Receivables and provision for bad debts - Accounts receivable Accounts receivable comprises related-party receivables and receivables from

non-related parties (“third-party receivables”). The Company makes provision for bad debts based on an assessment of the

recoverability of accounts receivable. Specific provisions are applied to accounts receivable where events or changes in circumstances indicate that the balances may not be collectible.

- Other receivables Specific provisions are made for other receivables. - Recognition criteria of bad debts loss Where evidence exists that balances can not be recovered, bad debts are recognized

and the corresponding provision for bad debts is written off. (i) Long-term equity investments Long-term equity investments comprise equity investments in subsidiaries, joint

ventures and associates and other equity investments that the Company intends to hold for more than one year.

Subsidiaries are investments in which the Company has, directly or indirectly, an

interest of more than 50% of the voting rights, or otherwise has power to govern the investees’ financial and operating policies and obtain benefits from their operating activities. Joint ventures are investees that are under the joint control of the Company and other venturers. Associates generally represent investees in which the Company has an interest of between 20% and 50% of the voting rights or otherwise has significant influence over the financial and operating policies.

Long-term equity investments are recorded at the actual cost of acquisition. The

Company accounts for long-term equity investments in subsidiaries, joint ventures and associates using the equity method of accounting. Other equity investments, which the Company intends to hold for more than one year, are accounted for using the cost method of accounting.

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China CDM Exchange Centre Limited NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007

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(j) Fixed assets and depreciation Fixed assets are tangible assets that are used in production, rendering of services,

held for rental to others, or held for management purposes, which have useful lives of more than one year and have relatively high unit price.

Fixed assets purchased or constructed by the Company are recorded at cost. Fixed assets are depreciated using the straight-line method to allocate the cost of the

assets to their estimated residual values over their estimated useful lives. For the fixed assets being provided for impairment loss, the related depreciation charge is prospectively determined based upon the adjusted carrying amounts over their remaining useful lives. The estimated useful lives, estimated residual values expressed as a percentage of cost and annual depreciation rates are as follows:

Estimated

useful livesEstimated

residual valueAnnual

depreciation rate Machinery and equipment 5 years 10% 18 % Computer and electronic

equipment 5 years 10% 18 %

Others 5 years 10% 18 % When fixed assets are sold, transferred, disposed of or damaged, gains and losses on

disposal are determined by comparing the proceeds with the carrying amount of the assets, adjusted by related taxes and expenses, and are included in non-operating income or expenses.

Repairs and maintenance of fixed assets are expensed as incurred. Subsequent expenditures for major reconstruction, expansion, improvement and renovation are capitalized when it is probable that future economic benefits in excess of the original assessment of performance will flow to the Company. Capitalized expenditures arising from major reconstruction, expansion and improvement are depreciated using the straight-line method over the remaining useful lives of the fixed assets. Capitalized expenditures arising from the renovation of fixed assets are depreciated over the expected beneficial periods.

(k) Accrued Liability For any product warranty, guarantee for third parties, outstanding lawsuits etc resulting

in a contingent liability that can be reasonably estimated, this contingent liability should be booked as accrued liabilities. Accrued liability is estimated based on the related experience of previous years.

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China CDM Exchange Centre Limited NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007

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(l) Profit distribution This title accounts for the enterprise’s profit (or the loss’s compensation) and the

balance after yearly distribution (or compensation). The year-end balance reflects the enterprise’s non-distributed profit (or Non-compensated Loss).

(m) Revenue recognition Revenue from intermediate consultancy service. (n) Operating leases Payments made under operating leases are expensed on a straight-line basis over the

period of the leases. (o) Employee social security and benefits All Chinese employees of the Company participate in employee social security plans,

including pension, medical, housing and other welfare benefits, organized and administered by the governmental authorities. The Company has no other substantial commitments to employees. According to the relevant regulations, the premiums and welfare benefit contributions that should be borne by the Company are calculated based on percentages of the total salary of employees, subject to a certain ceiling, and are paid to the labour and social welfare authorities. Contributions to the plans are capitalized as production costs or expensed as incurred.

(p) Accounting for income taxes The Company accounts for enterprise and local income taxes using the tax payable

method. Tax expense is recognized based on current period taxable income and tax rates.

4 TAXATION China CDM Exchange Centre Limited is a Jersey Exempt Private Company. A private company limited by shares can apply to the Comptroller of Income Tax to be

exempt; the application costs GBP600.

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5 CASH IN HAND AND CASH AT BANK CASH IN HAND AND CASH AT BANK Cash in hand and Cash at bank 31-Dec-07 Cash in hand 0 Cash at bank 123,821,255.96

123,821,255.96 6 ACCOUNTS RECEIVABLE ACCOUNTS RECEIVABLE INVENTORIES

Year ended 31 December, 2007 ITEMS 31 Dec, 2007 31 Dec, 2007 RMB GBP

Receivables -

- Annual Opening Balance 3,901,849.06 267,603.69 Specifications:

Total Amount for Oct,2006 1,055,650.81 72,400.56 CRIH-A-001Guizhou Tuanpo 743,806.48 51,013.08 CRIH-A-002Manasi 64,348.83 4,413.29 CRIH-A-003Baishuiquan 123,747.75 8,487.09 CRIH-A-004Tianshengqiao 123,747.75 8,487.09 Total Amount for Nov,2006 2,021,213.25 138,622.51 CRIH-A-003Baishuiquan-Seller 824,985.00 56,580.62 CRIH-A-004Tianshengqiao-Seller 701,237.25 48,093.52 CRIH-A-011Fujian Putian-Seller 494,991.00 33,948.37 Total Amount for Dec,2006 824,985.00 56,580.62

CRIH-A-005Fengtan-Seller 701,237.25 48,093.52 CRIH-A-007Yangjiahe-Buyer 123,747.75 8,487.09

Total receivables 3,901,849.06 267,603.69 GBP/RMB=14.5807

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7 OTHER RECEIVABLES OTHER ACCOUNTS RECEIVABLE INVENTORIES

Year ended 31 December, 2007 ITEMS 31 Dec, 2007 31 Dec, 2007 RMB GBP

other receivables -

- 1/Reserve Funds 2,374.98 162.89 2/Share Capital Incorporation Capital 1,500,000.00 102,875.72 Issue New Share-DNB 145,807,000.00 10,000,000.00 3/Advance payment-CEO 39,200.00 2,688.49 4/CRIH 942,462.86 64,637.70

Total other receivables 148,291,037.84 10,170,364.79 GBP/RMB=14.5807

8 LONG-TERM EQUITY INVESTMENTS LONG-TERM EQUITY INVESTMENT

Year ended 31 December, 2007 ITEMS 31 Dec, 2007 31 Dec, 2007 RMB GBP

Long-term investments -

- Long-term equity investment 240,400,000.00 16,487,548.61

Total receivables 240,400,000.00 16,487,548.61 GBP/RMB=14.5807

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INVESTMENT PORTFOLIO

Serial No. PROJECT(Abbreviation) Section Fair value (RMB)

Fair value (GBP)

1 GUIZHOU TP HY 0 0 2 XINJIANG MNS HY 0 0 3 GUIZHOU BSQ HY 0 0 4 GUIZHOU TSQ HY 0 0 5 SICHUAN FT HY 0 0 6 SICHUAN ST HY 0 0 7 GANSU YJH HY 3,500,000 240,043 8 LIJIANG WLH HY 2,000,000 137,168 9 SHANDONG ZHCH WH 0 0 10 GANSU XYH HY 4,900,000 336,061 11 FUJIAN PT LNG 28,000,000 1,920,347 12 SHANDONG SHG WP 2,000,000 137,168 13 SHANDONG CHY LPG 2,000,000 137,168 14 HUNAN BY HY 2,000,000 137,168 15 YUNAN LBH HY 2,000,000 137,168 16 WEIFANG GC WH 14,000,000 960,173 17 SHANDONG JW CH 14,000,000 960,173 18 DALAHE HY 21,000,000 1,440,260 19 YOUGAIQI Oil to Gas 0 0 20 SHI MEN KAI HY 2,000,000 137,168 21 YOUXI JIEMIAN HY 7,000,000 480,087 22 GUANGXI HK HY 2,000,000 137,168 23 GUANGXI DS HY 2,000,000 137,168 24 DONG HE WAN HY 7,000,000 480,087

25 SHANDONG HRSH-YRFD WH 2,000,000 137,168

26 NANTAIZI-2 HY 2,000,000 137,168 27 MUDIQING HY 2,000,000 137,168 28 BAIYIN 1&2 HY 2,000,000 137,168 29 NANTAIZI-1 HY 2,000,000 137,168

30 SHANDONG HRSH-GQZQ H 2,000,000 137,168

31 RE KU HE-1 HY 2,000,000 137,168 32 RE KU HE-2 HY 2,000,000 137,168 33 RE KU HE-3 HY 2,000,000 137,168 34 NANTAIZI-3 HY 2,000,000 137,168 35 LI XI-5 HY 2,000,000 137,168

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36 LI XI-4 HY 2,000,000 137,168 37 BO BO NA HY 7,000,000 480,087 38 WU XI HY 14,000,000 960,173 39 TRT Steel 2,000,000 137,168 40 GFXJ Steel 2,000,000 137,168 41 RZHRS Steel 2,000,000 137,168 42 HOU ZI YAN HY 2,000,000 137,168 43 DAYAN HE 1&2 HY 2,000,000 137,168 44 DCC WH 2,000,000 137,168 45 HE CHENG AN WH 2,000,000 137,168 46 CHA HAN WU SU HY 21,000,000 1,440,260 47 LIU SHU GOU HY 21,000,000 1,440,260 48 XIA QIAO HY 2,000,000 137,168 49 SHAN XIU HY 2,000,000 137,168 50 LONG XING HY 2,000,000 137,168 51 JU NENG JIA WAN CH 2,000,000 137,168 52 SHANDONG ZQ WH 2,000,000 137,168 53 WEIFANG MQ WH 2,000,000 137,168 54 JU NENG MEI QI WH 2,000,000 137,168 55 GU ER TU HY 2,000,000 137,168

56 ZHUOLU JG Biomass Power 2,000,000 137,168

57 ZHONG MA CHANG HY 2,000,000 137,168 58 JIE MA CHANG HY 2,000,000 137,168

59 WEIFANG GL Biomass Power 2,000,000 137,168

240,400,000 16,487,549

GBP/RMB=14.5807

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9 FIXED ASSETS FIXED ASSETS

Year ended 31 December, 2007

2006-12-31 Addition of 2007 2007-12-31 Original Value of Fixed Assets 5,650.00 98,110.00 103,760.00 Accumulated Derpreciation - 8,719.65 8,719.65

Net Value of Fixed Assets 5,650.00 89,390.35 95,040.35

GBP/RMB=14.5807 10 CAPITAL SURPLUS Capital Surplus Inventories Year ended 31 December, 2007 ITEMS 31 Dec, 2007 31 Dec, 2007 RMB GBP

Capital reserve -

- Other Capital reserve-Long-term Investment 240,400,000.00 16,487,548.61

Capital reserve 240,400,000.00 16,487,548.61

GBP/RMB=14.5807