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公司公告

深物业B:2012年第三季度报告全文(英文版)2012-10-30  

						SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP)
                        LTD.

                            THE THIRD QUARTERLY REPORT 2012


I. Important Notes

The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior executives of
Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as the Company) guarantee
that this report carries no false information, misleading statements or major omissions, and accept, individually
and collectively, the responsibility for the factuality, accuracy and completeness of the information set forth
herein.
All directors attended the board session for reviewing this report.
Chen Yugang (principal of the Company), Wang Hangjun (the person in charge of the accounting work) and Shen
Xueying (the person in charge of the accounting organ/the principal of accounting) hereby confirm that the
financial statements enclosed in the quarterly report are factual and complete.



II. Company Profile

(I)Major accounting data and financial indexes

Any retrospective adjustment in previous financial statements?
√ Yes □No □ Inapplicable
                                                                           31 Dec. 2011                      Increase/decrease (%)
                                   30 Sept. 2012
                                                              Before adjustment      After adjustment          After adjustment
Total assets (RMB Yuan)              4,081,206,075.30            3,499,608,314.21         3,526,566,922.95                  15.73%
Owners’ equity attributable to
shareholders of the Company          1,302,003,177.35            1,130,243,873.92         1,141,461,317.97                  14.06%
(RMB Yuan)
Share capital (Share)                  595,979,092.00                 595,979,092          595,979,092.00                         0%
Net      assets    per    share
attributable to shareholders of
                                                2.1846                     1.8964                  1.9153                   14.06%
the       Company        (RMB
Yuan/share)
                                                          YoY increase/decrease                              YoY increase/decrease
                                   Jul.-Sept. 2012                                   Jan.-Sept. 2012
                                                                  (%)                                                (%)
Gross operating         revenues
                                       418,381,326.42                    179.51%          1,041,304,227.34                 -20.24%
(RMB Yuan)
Net profit attributable to
shareholders of the Company             76,322,473.56                    863.87%           174,644,758.87                  -43.55%
(RMB Yuan)
Net cash flow from operating
                             --                          --                                587,922,305.81                 -239.93%
activities (RMB Yuan)
Net cash flow per share from
operating activities (RMB    --                          --                                        0.9865                 -239.93%
Yuan/share)
Basic EPS (RMB Yuan/share)                      0.1281                   863.87%                    0.293                  -43.55%
Diluted     EPS           (RMB
                                                0.1281                   863.87%                    0.293                  -43.55%
Yuan/share)



                                                                                                                                       1
Weighted average ROE (%)                            6.25%                      5.48%                   14.29%                    -15.54%
Weighted average ROE after
deducting non-recurring gains                       6.19%                      5.41%                   13.63%                    -15.99%
and losses (%)
Items of non-recurring gains and losses
√Applicable □Inapplicable
                                                                      Amount during
                             Item                                  Jan.-Sept. 2012 (RMB                        Notes
                                                                           Yuan)
                                                                                        “Gains and losses on disposal of non-current
                                                                                        assets” referred to gains and losses on
Gains and losses on disposal of non-current assets                         9,524,761.46
                                                                                        disposal of fixed assets and investing
                                                                                        properties.
Tax rebate, reduction or exemption due to un-authorized
approval or the lack of formal approval documents
Government grants recognized in the current year, except
for those acquired in the ordinary course of business or
granted at certain quotas or amounts according to the
country’s unified standards
Capital occupation fees received from non-financial
enterprises that are included in current gains and losses
Gains generated when the investment costs of the
Company’s acquiring subsidiaries, associates and joint
ventures are less than the fair value of identifiable net assets
in the investees attributable to the Company in the
acquisition of the investments
                                                                                         “Exchange gains and losses of non-monetary
                                                                                         assets” referred to the transfer taxes and fares
                                                                                         arising from the asset exchanges carried out
Exchange gains and losses of non-monetary assets                           -2,348,164.39
                                                                                         between the Company and its controlling
                                                                                         shareholder due to the share reform
                                                                                         commitment.
Gains and losses through entrusting others to invest or
manage assets
Various asset impairment provisions due to acts of God such
as natural disasters
Gains and losses on debt restructuring
Enterprise reorganization expenses, such as expenses on
employee settlement and integration
Gains and losses on the parts exceeding the fair value when
prices of transactions become unfair
                                                                                        “Net current gains and losses from the
                                                                                        period-begin to the combination date of
                                                                                        subsidiaries due to business combinations
                                                                                        under the same control” mainly referred to
Net current gains and losses from the period-begin to the                               net gains and losses (including reversed
combination date of subsidiaries due to business                           1,912,516.93 interest on internal entrustment loans) for
combinations under the same control                                                     Jan.-May 2012 of the 100% equity interests
                                                                                        of Shenzhen Shenxin Taxi Co., Ltd. obtained
                                                                                        by the Company under the same control. For
                                                                                        details, see Note (IV) to the Financial
                                                                                        Statements.
Gains and losses on contingent matters which are irrelevant
to the normal operation of the Company
Gains and losses on fair value changes of transactional
financial assets and liabilities, and investment gains on
disposal of transactional financial assets and liabilities and
available-for-sale financial assets, except for the effective
hedging business related to the Company’s normal operation



                                                                                                                                             2
                                                                                         “Reversal of impairment provisions for
                                                                                         accounts receivable which are separately
Reversal of impairment provisions for accounts receivable                                tested for impairment signs” mainly referred
                                                                              400,330.00
which are separately tested for impairment signs                                         to the reversal of impairment provisions for
                                                                                         the reporting period. For details, see Note (V)
                                                                                         4 to the Financial Statements.
Gains and losses on entrustment loans from external parties
Gains and losses on fair value changes of investing
properties for which the fair value method is adopted for
subsequent measurement
Current gain and loss effect due to a just-for-once
adjustment to current gains and losses according to
requirements of taxation and accounting laws and
regulations
Custodian fee income from entrusted operations with the
Company
Other non-operating incomes and expenses besides the
                                                                            1,228,470.51
items above
Other gain and loss items that meet the definition of
non-recurring gains and losses
Minority interests effects
Income tax effects                                                        -2,623,213.178


Total                                                                       8,094,701.33                         --
“Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and
loss items recognized as recurring gain and loss items according to the natures and characteristics of the
Company’s normal business
                                    Involved amount (RMB
              Item                                                                                Notes
                                            Yuan)



(II) Total number of shareholders and top 10 shareholders at the period-end

Total number of shareholders                                                                                                     46,457
                             Particulars about shares held by the top ten shareholders holding tradable shares
                                    Number of tradable shares held                         Type and number of shares
        Name of shareholder
                                           at period-end                            Type                              Number
SHENZHEN
INTERNATIONAL    TRADE
                                                           2,514,781 RMB ordinary shares                                       2,514,781
CENTER        PROPERTY
MANAGEMENT COMPANY
BANK OF CHINA - LORD
ABBETT SELECT 30 EQUITY                                    1,612,826 RMB ordinary shares                                       1,612,826
FUND
CLIENT CREDIT TRADING
GUARANTEE SECURITIES
                                                           1,204,500 RMB ordinary shares                                       1,204,500
ACCOUNT OF GUOSEN
SECURITIES CO., LTD.
                                                                       Domestically listed foreign
CHEN LIYING                                                1,007,151                                                           1,007,151
                                                                       shares
CLIENT CREDIT TRADING
GUARANTEE SECURITIES
ACCOUNT    OF   CHINA                                       808,573 RMB ordinary shares                                         808,573
MERCHANTS SECURITIES
CO., LTD.




                                                                                                                                           3
                                                    Domestically listed foreign
ZHOU YONGHONG                             743,633                                         743,633
                                                    shares
                                                    Domestically listed foreign
LIU LIAOYUAN                              641,900                                         641,900
                                                    shares
GUOTAI
                                                    Domestically listed foreign
JUNANSECURITIES(HONGK                     519,904                                         519,904
                                                    shares
ONG)LIMITED
LI HONGMAO                                513,720 RMB ordinary shares                     513,720
ZOU XINMIN                                495,000 RMB ordinary shares                     495,000
Particulars about shareholders


III. Significant Events

(I) Significant changes in major accounting data, financial highlights and reasons for these
changes

√Applicable □Inapplicable
1. Monetary funds stood at RMB 894,505,651.12 at the period-end, up 90.60% over the year-begin,
which was mainly because project sale generated some capital inflows.
2. Notes receivable stood at RMB 300,000.00 at the period-end, up 50.00% over the year-begin,
which was mainly because notes receivable as property management fee incomes of subsidiaries
increased.
3. Prepayments stood at RMB 715,666,958.85 at the period-end, up 50.87% over the year-begin,
which was mainly because the prepayments for land in Yangzhou and relevant taxes increased.
4. Other receivables stood at RMB 9,673,680.33 at the period-end, up 186.88% over the year-begin,
which was mainly because the pending water and electricity charges paid by subsidiaries on behalf
of others increased.
5. Accounts received in advance stood at RMB 979,075,004.46 at the period-end, up 369.23% over
the year-begin, which was mainly because the presale income from the real estate projects on sale
increased.
6. Other payables stood at RMB 179,021,319.84 at the period-end, down 62.79% over the
year-begin, which was mainly because the Company bough in land in the asset exchange as
promised in the share reform, which was temporarily recognized and paid for instantly.
7. Non-current liabilities due within one year stood at RMB 13,559,888.32 at the period-end, down
93.79% over the year-begin, which was mainly because some of these liabilities grew mature and
repaid.
8. Long-term borrowings stood at RMB 22,483,333.31 at the period-end, up 206.59% over the
year-begin, which was mainly because subsidiaries secured more borrowings.
9. Undistributed profit stood at RMB 577,828,134.42 at the period-end, up 43.32% over the
year-begin, which was mainly because net profit for the period from the year-begin to the
period-end increased.
10. Business taxes and surtaxes for Jan.-Sept. 2012 stood at RMB 180,373,360.25, down 48.46%
over the same period of last year, which was mainly because the real estate income for Jan.-Sept.
2012 decreased and the business tax and land VAT decreased accordingly.
11. Financial expenses for Jan.-Sept. 2012 stood at RMB -3,011,331.35, down 133.08% over the
same period of last year, which was mainly because of the increase of interest capitalization.
12. Asset impairment loss for Jan.-Sept. 2012 stood at RMB -5,957,940.96, down 1,100.94% over
the same period of last year, which was mainly because the bad-debt provisions reversed increased
due to the recovery of some accounts receivable.


                                                                                                    4
13. Investment income for Jan.-Sept. 2012 stood at RMB 2,053,061.42, up 47.89% over the same
period of last year, which was mainly because the associates generated more gains.
14. Investment income from associates and joint ventures for Jan.-Sept. 2012 stood at RMB
2,053,061.42, up 79.34% over the same period of last year, which was mainly because the associate
Shenzhen Guomao Tian’an Properties Co., Ltd. generated more profit.
15. Net non-operating amount for Jan.-Sept. 2012 stood at RMB 339,392.58, up 122.11% over the
same period of last year, which was mainly because subsidiaries renewed vehicles and disposed old
ones, which generated more income.
16. Income tax expenses for Jan.-Sept. 2012 stood at RMB 51,992,849.23, down 46.35% over the
same period of last year, which was mainly because the profit contributed by the subsidiary
Shenzhen Huangcheng Real Estate Co., Ltd. decreased considerably.
17. Operating profit, total profit and net profit for Jan.-Sept. 2012 stood at RMB 226,298,215.52,
226,637,608.10 and 174,644,758.87 respectively, down 44.51%, 44.21% and 43.55% respectively
over the same period of last year, which was mainly because the carried over income from real
estate for Jan.-Sept. 2012 decreased.
18. Net cash flows from operating activities for Jan.-Sept. 2012 stood at RMB 587,922,305.81, up
239.93% over the same period of last year, which was mainly because of more capital inflows from
sale of properties.
19. Net cash flows from investing activities for Jan.-Sept. 2012 stood at RMB 8,021,682.48, up
206.97% over the same period of last year, which was mainly because the cash received as
investment income increased.
20. Net cash flows from financing activities for Jan.-Sept. 2012 stood at RMB -170,791,033.25,
down 149.88% over the same period of last year, which was mainly because the Company secure
fewer borrowings and repaid more due borrowings.
21. Net increase in cash and cash equivalents for Jan.-Sept. 2012 stood at RMB 425,191,909.55, up
597.69% over the same period of last year, which was mainly because the Company received more
income from house selling for Jan.-Sept. 2012.

(II) Progress of significant events and its influence, as well as the analysis and explanation on
solutions

1. About non-standard audit opinion

□Applicable √Inapplicable

2. The Company offers capital to the controlling shareholder or its related parties or provides external
guarantees in violation of the prescribed procedures.

□Applicable √Inapplicable

3. Signing and execution of significant contracts concerning routine operation

□Applicable √Inapplicable

4. Others

□Applicable √Inapplicable




                                                                                                       5
(III) Commitments of the Company or shareholders with an over 5% shareholding made in or carried
down into the reporting period

√Applicable □Inapplicable
                                      Commitment                       Commitment     Commitment
             Commitment                                 Contents                                      Fulfillment
                                        maker                             time          period
                                                     1.           The                               1. Up to the date
                                                     Company’s                                     of public notice,
                                                     non-tradable                                   Construction
                                                     share     holders                              Holdings      and
                                                     Construction                                   Investment
                                                     Holdings      and                              Holdings never
                                                     Investment                                     sold shares of
                                                     Management                                     the Company.
                                                     Company made
                                                                                                    2.
                                                     a        common
                                                     commitment to                                  (1) Up to the
                                                     abide by laws,                                 date of public
                                                     regulations and                                notice,
                                                     rules         and                              Investment
                                                     perform                                        Holdings never
                                                     prescribed                                     sold shares of
                                                     commitment                                     the     Company
                                                     duties. And they                               actually
                                                     also        made                               controlled.
                                                     special                                        (2) In order to
                                                     commitments as                                 implement the
                                                     follows:                                       commitment,
                                                     Non-tradable                                   the     Company
                                                     shares held by                                 prepared to start
                                                     Construction                                   the      relevant
                                                     Holdings      and                              affairs together
                                                     Investment                                     with Investment
                                                     Management                                     Holdings, and
                                     Shenzhen                                                       disclosed     the
                                     Investment      Company would
Commitments made in a share reform                   not be traded or 21 Oct. 2009   20 Oct. 2012   Public Notice on
                                     Holdings Co.,                                                  Implementation
                                     Ltd.            transferred
                                                     within          36                             of Commitment
                                                     months      since                              of Share Merger
                                                     they     acquired                              Reform         on
                                                     right of trade.                                Assets
                                                     After expiration                               Replacement
                                                     of the aforesaid                               and Significant
                                                     commitment,                                    Related
                                                     originally                                     Transaction,
                                                     non-tradable                                   which        was
                                                     shares       sold                              reviewed      and
                                                     through        the                             approved at the
                                                     listing       and                              First     Special
                                                     trading system                                 Shareholders’
                                                     on the Shenzhen                                General
                                                     Stock Exchange                                 Meeting        for
                                                     should        not                              2010,          for
                                                     exceed           5                             details, please
                                                     percents of total                              refer to Public
                                                     shares of the                                  Notice          on
                                                     Company within                                 Resolutions of
                                                     12 months, as                                  the First Special
                                                     well as not                                    Shareholders’
                                                     exceed          10                             General
                                                     percents within                                Meeting        for
                                                     24 months. In                                  2010;
                                                     case        these                              Investment
                                                     companies acted                                Holdings      has
                                                     against        the                             applied         to



                                                                                                                         6
above                 Shenzhen
commitment and        Branch of China
sold shares of        Securities
the Company,          Depository and
the income from       Clearing
sales of the          Corporation
shares     would      Limited        for
belong to the         freezing        its
Company.              actual controlled
2.     Investment     30        million
Holdings made a       shares of the
commitment to         Company under
abide by laws,        the name of
regulations and       Construction
rules          and    Holdings, now
perform               the        frozen
prescribed            period is due
commitment            and the frozen
duties. And it        shares has been
also        made      released.
special               (3) On 18 Mar.
commitments as        2010,         the
follows:              Company held
(1) Non-tradable      the       Annual
shares held by        Shareholders’
Investment            General
Holdings would        Meeting 2009,
not be traded or      at         which
transferred           reviewed      and
within           36   approved
months       since    Proposal       on
they     acquired     Application of
right of trade.       Entrust     Loan
After expiration      from
of the aforesaid      Controlling
commitment,           Shareholder.
originally            The
non-tradable          Shareholders’
shares        sold    General
through         the   Meeting
listing        and    authorized the
trading system        Board           of
on the Shenzhen       Directors of the
Stock Exchange        Company          to
should         not    deal         with
exceed            5   signature       of
percents of total     entrusted loan
shares of the         agreement,
Company within        renewal of loan,
12 months, as         borrow a new
well as not           loan to repay
exceed           10   old within RMB
percents within       500       million
24 months. In         according        to
case         these    actual need of
companies acted       operation     and
against         the   based          on
above                 negotiation with
commitment and        Investment
sold shares of        Holdings      and
the Company,          relevant banks.
the income from       For       details,
sales of the          please refer to
shares     would      Public Notice on
belong to the         the Resolutions
Company.              of        Annual
                      Shareholders’



                                            7
(2) Within one         General
year since the         Meeting on 19
non-tradable           Mar. 2010. On
shares held by         28 Dec. 2010,
Construction           Investment
Holdings       and     Holdings
Investment             entrusted
Management             Shenzhen
Company                Jingtian
controlled       by    Sub-branch of
Investment             China
Holdings               Everbright Bank
acquired        the    to        provide
right of trading,      entrust loan of
Shenzhen               RMB 10 million
Investment             for             the
Holdings Co.,          Company’s
Ltd will start up      subsidiary
capital injection      Shenzhen ITC
to the Company,        Vehicle Industry
that             is,   Co., Ltd.; from
Shenzhen               the end of report
Investment             period to the
Holdings Co.,          date     of     the
Ltd will inject        public      notice,
legitimate             Investment
capital no less        Holdings       has
than RMB 500           provided entrust
million                loan of RMB
including land         490 million for
resource in lump       the Company.
sum       or     in    (4) Whether the
batches          by    commitment
replace or other       will             be
legitimate way,        implemented is
will      increase     according to net
land reserves of       profit of 2012.
the     Company
and       enhance
profitability in
the future. In
case            the
aforesaid capital
failed to start
completely
within one year,
Shenzhen
Investment
Holdings Co.,
Ltd            will
compensate
20%              of
reorganization
capital failing to
start    to     the
Company within
30 days when
expiration of 1
year,          and
continued        to
implement the
capital injection
which had been
started. As for
the         capital
injection failing
to            start,



                                             8
Shenzhen
Investment
Holdings Co.,
Ltd will not
implement.
Note: Startup of
capital injection
means      capital
injection
program       has
been reviewed
and approved by
the
Shareholders’
General Meeting
of the Company.
Shenzhen
Investment
Holdings Co.,
Ltd was willing
to entrust China
Securities
Depository and
Clearing
Corporation
Limited
Shenzhen
Branch to freeze
30        million
shares of the
Company, which
was under name
of      Shenzhen
Construction
Investment
Holdings      and
actually
controlled     by
Shenzhen
Investment
Holdings Co.,
Ltd,            as
guarantee for the
above
commitment.
(3)         Since
non-tradable
shares held by
Shenzhen
Investment
Holdings Co.,
Ltd, Shenzhen
Construction
Investment
Holdings      and
Shenzhen
Investment Co.,
Ltd      acquired
right to trade
within         24
months,
Shenzhen
Investment
Holdings Co.,
Ltd commit that
they will support
balance no less



                     9
than RMB 500
million       with
method          of
entrust loan in
line          with
relevant
provisions      of
laws           and
administrative
statutes        to
release nervous
capital of the
Company. The
aforesaid
balance means
accumulative
incurred amount
within          24
months since the
date         when
non-tradable
shares held by
Shenzhen
Investment
Holdings Co.,
Ltd, Shenzhen
Construction
Investment
Holdings       and
Shenzhen
Investment Co.,
Ltd       acquired
right to trade,
and each entrust
loan for support
will not be less
than 12 months;
the above cash
support of RMB
500        million
excluded entrust
loan       offered
before the date
when
non-tradable
shares held by
Shenzhen
Investment
Holdings Co.,
Ltd, Shenzhen
Construction
Investment
Holdings       and
Shenzhen
Investment Co.,
Ltd       acquired
right to trade.
(4) In case that
net profit of the
Company in any
year of 2010,
2011 and 2012
was less than
2009, Shenzhen
Investment
Holdings Co.,
Ltd. will make



                     10
                                                               up balance of
                                                               net       profit
                                                               between the year
                                                               and 2009 with
                                                               cash.
Commitments made in an acquisition
                                             Naught            Naught                                Naught       Naught
report or report on equity changes
Commitments made in an asset exchange        Naught            Naught                                Naught       Naught
Commitments made in share issuance           Naught            Naught                                Naught       Naught
Other commitments made to minority
                                             Naught            Naught                                Naught       Naught
shareholders
Is the commitment fulfilled in time or not? √ Yes □ No □ Inapplicable
Specific reason for failing to fulfill the
commitment and the plan for the next step
Is there any commitment made regarding
the     horizontal      competition and □ Yes □ No √ Inapplicable
related-party transactions caused?
Period for solving the problem as promised
Way of solving the problem
Fulfillment of the commitment


(IV) Predict the 2012 annual operating results

Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the
beginning of the year to the end of the next reporting period compared with the same period of the last year
according to prediction, as well as explanations on the reasons
□Applicable √Inapplicable

(V) Other significant events that need to be explained

1. Securities investment

□Applicable √Inapplicable

2. Investments in derivatives

□Applicable √Inapplicable

3. Derivative investments held at the period-end

□Applicable √Inapplicable

4. Researches, visits and interviews received in the reporting period

                                                                                                              Main discussion and
 Time of reception      Place of reception     Way of reception            Visitor type          Visitor       materials provided
                                                                                                                by the Company
                                                                                                              When       will   the
                      BOD Office of the
3 Jul. 2012                             By phone                   Individual             Investor            Company’ Qianhai
                      Company
                                                                                                              project start?
                                                                                                              Introduction to the
                      BOD Office of the                                                                       dividends
18 Jul. 2012                            By phone                   Individual             Investor
                      Company                                                                                 distribution plan of
                                                                                                              the Company



                                                                                                                                 11
                                                                                                              Progress    of   the
                        BOD Office of the
9 Aug. 2012                               By phone           Individual               Investor                Company’s projects
                        Company
                                                                                                              outside Shenzhen
                                                                                                              Situation on the
                        BOD Office of the
11 Sept. 2012                             By phone           Individual               Investor                Company’s
                        Company
                                                                                                              Yangzhou project
                                                                                                              Situation          on
                                                                                                              fulfillment        of
                                                                                                              commitments made
                        BOD Office of the
20 Sept. 2012                             By phone           Individual               Investor                by            major
                        Company
                                                                                                              shareholders in the
                                                                                                              share       splitting
                                                                                                              reform


5. Corporate bonds issued

Any corporate bonds issued?
□ Yes √ No

IV. Appendix

(I) Financial statements

Consolidated statements or not?
√ Yes □ No □ Inapplicable
The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified.


1. Consolidated balance sheet

Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
                                                                                                                   Unit: RMB Yuan
                     Item                       Balance as at 30 Sept. 2012                      Balance as at 30 Jun. 2012
Current Assets:
  Monetary funds                                                   894,505,651.12                                  469,313,741.57
  Settlement reserves
  Intra-group lendings
  Transactional financial assets
  Notes receivable                                                      300,000.00                                      200,000.00
  Accounts receivable                                               81,724,927.45                                    70,557,693.71
  Accounts paid in advance                                         715,666,958.85                                  474,354,748.39
  Premiums receivable
  Reinsurance premiums receivable
  Receivable reinsurance contract reserves
  Interest receivable
  Dividend receivable
  Other accounts receivable                                            9,673,680.33                                   3,372,036.99
  Financial assets          purchased   under
agreements to resell
  Inventories                                                    1,702,689,661.53                                 1,814,992,629.34
  Non-current assets due within 1 year




                                                                                                                                 12
  Other current assets
Total current assets                          3,404,560,879.28   2,832,790,850.00
Non-current assets:
  Loans by mandate and advances granted
  Available-for-sale financial assets
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                   83,156,601.39      81,103,539.95
  Investing property                           257,462,881.08     291,159,907.85
  Fixed assets                                  67,868,265.32      74,166,940.06
  Construction in progress
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                            115,887,178.87     121,254,256.15
  R&D expense
  Goodwill
  Long-term deferred expenses                    1,859,494.32       1,989,226.53
  Deferred income tax assets                   150,410,775.04     124,102,202.41
  Other non-current assets
Total of non-current assets                    676,645,196.02     693,776,072.95
Total assets                                  4,081,206,075.30   3,526,566,922.95
Current liabilities:
  Short-term borrowings                        660,000,000.00     601,495,212.00
  Borrowings from Central Bank
  Customer bank deposits and due to
banks and other financial institutions
  Intra-group borrowings
  Transactional financial liabilities
  Notes payable
  Accounts payable                             172,015,698.95     187,093,587.42
  Accounts received in advance                 979,075,004.46     208,655,909.41
  Financial assets sold for repurchase
  Handling charges and commissions
payable
  Employee’s compensation payable              43,366,848.95      46,354,982.87
  Tax payable                                  584,240,976.90     499,805,593.28
  Interest payable
  Dividend payable
  Other accounts payable                       179,021,319.84     481,167,880.34
  Reinsurance premiums payable
  Insurance contract reserves
  Payables for acting trading of securities
  Payables for acting underwriting of
securities
  Non-current liabilities due within 1 year     13,559,888.32     218,359,888.32




                                                                               13
  Other current liabilities
Total current liabilities                                          2,631,279,737.42                       2,242,933,053.64
Non-current liabilities:
  Long-term borrowings                                                22,483,333.31                           7,333,333.32
  Bonds payable
  Long-term payables
  Specific payables
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities                                      124,577,740.16                        133,977,130.96
Total non-current liabilities                                        147,061,073.47                        141,310,464.28
Total liabilities                                                  2,778,340,810.89                       2,384,243,517.92
Owners’ equity (or shareholders’ equity)
  Paid-up capital (or share capital)                                 595,979,092.00                        595,979,092.00
  Capital reserves                                                    63,783,019.03                          77,820,275.72
  Less: Treasury stock
  Specific reserves
  Surplus reserves                                                    70,368,860.95                          70,368,860.95
  Provisions for general risks
  Retained profits                                                   577,828,134.42                        403,183,375.55
  Foreign exchange difference                                          -5,955,929.05                         -5,890,286.25
Total equity attributable to owners of the
                                                                   1,302,003,177.35                       1,141,461,317.97
Company
  Minority interests                                                     862,087.06                             862,087.06
Total owners’ (or shareholders’) equity                          1,302,865,264.41                       1,142,323,405.03
Total liabilities and           owners’    (or
                                                                   4,081,206,075.30                       3,526,566,922.95
shareholders’) equity


Legal representative: Che Yugang                                    Person-in-charge of the accounting work: Wang Hanjun
Chief of the accounting division: Shen Xueying

2. Balance sheet of the Company

Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
                                                                                                           Unit: RMB Yuan
                     Item                         Balance as at 30 Sept. 2012            Balance as at 30 Jun. 2012
Current Assets:
  Monetary funds                                                     291,047,661.26                          83,846,009.34
  Transactional financial assets
  Notes receivable
  Accounts receivable                                                 56,825,594.28                          57,610,601.35
  Accounts paid in advance                                           618,523,100.60                        435,617,463.60
  Interest receivable
  Dividend receivable
  Other accounts receivable                                           85,389,686.05                          66,901,359.57
  Inventories                                                        323,543,264.42                        323,385,959.42
  Non-current assets due within 1 year                               475,000,000.00
  Other current assets




                                                                                                                        14
Total current assets                          1,850,329,306.61    967,361,393.28
Non-current assets:
  Available-for-sale financial assets
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                  315,444,362.35     300,514,039.95
  Investing property                           194,548,698.98     196,918,915.36
  Fixed assets                                  22,097,857.52      29,002,844.78
  Construction in progress
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets
  R&D expense
  Goodwill
  Long-term deferred expenses                    1,859,494.32       1,989,226.53
  Deferred income tax assets
  Other non-current assets                     280,000,000.00     475,000,000.00
Total of non-current assets                    533,950,413.17    1,003,425,026.62
Total assets                                  2,384,279,719.78   1,970,786,419.90
Current liabilities:
  Short-term borrowings
  Transactional financial liabilities
  Notes payable
  Accounts payable                              33,613,669.85      33,981,501.43
  Accounts received in advance                                        351,401.50
  Employee’s compensation payable               9,042,625.42       7,550,348.37
  Tax payable                                    1,968,018.65       1,829,406.16
  Interest payable
  Dividend payable
  Other accounts payable                      1,663,690,307.82   1,268,548,668.33
  Non-current liabilities due within 1 year
  Other current liabilities
Total current liabilities                     1,708,314,621.74   1,312,261,325.79
Non-current liabilities:
  Long-term borrowings
  Bonds payable
  Long-term payables
  Specific payables
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities                  1,851,595.90       4,161,870.46
Total non-current liabilities                    1,851,595.90       4,161,870.46
Total liabilities                             1,710,166,217.64   1,316,423,196.25
Owners’ equity (or shareholders’ equity)




                                                                               15
  Paid-up capital (or share capital)                               595,979,092.00                        595,979,092.00
  Capital reserves                                                  37,754,232.28                         38,914,227.99
  Less: Treasury stock
  Specific reserves
  Surplus reserves                                                  69,712,050.51                         69,712,050.51
  Provisions for general risks
  Retained profits                                                  -29,331,872.65                        -50,242,146.85
  Foreign exchange difference
Total owners’ (or shareholders’) equity                          674,113,502.14                        654,363,223.65
Total liabilities and         owners’      (or
                                                                 2,384,279,719.78                      1,970,786,419.90
shareholders’) equity


Legal representative: Che Yugang                                  Person-in-charge of the accounting work: Wang Hanjun
Chief of the accounting division: Shen Xueying

3. Consolidated income statement for the reporting period

Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
                                                                                                         Unit: RMB Yuan
                      Item                            Jul.-Sept. 2012                       Jul.-Sept. 2011
I. Total operating revenues                                        418,381,326.42                        149,684,436.70
Including: Sales income                                            418,381,326.42                        149,684,436.70
         Interest income
         Premium income
         Handling charge and commission
income
II. Total operating cost                                           319,192,530.02                        140,659,365.01
Including: Cost of sales                                           164,081,318.90                         88,277,116.63
         Interest expenses
      Handling charge and commission
expenses
         Surrenders
         Net claims paid
       Net amount withdrawn for the
insurance contract reserve
         Expenditure on policy dividends
         Reinsurance premium
         Taxes and associate charges                               122,085,226.17                         15,236,488.21
        Selling and distribution expenses                           10,536,332.44                             8,244,545.62
        Administrative expenses                                     24,179,447.59                         24,996,117.18
        Financial expenses                                              -1,689,795.08                         3,900,097.37
        Asset impairment loss                                                                                    5,000.00
Add: Gain/(loss) from change in fair value
                                                                                                                 -3,364.50
(“-” means loss)
       Gain/(loss) from investment (“-”
                                                                          551,552.30                           708,904.17
means loss)
       Including: share of profits in
                                                                          551,552.30                           465,464.86
associates and joint ventures
         Foreign exchange gains (“-” means
loss)




                                                                                                                        16
III. Business profit (“-” means loss)                                  99,740,348.70                                  9,730,611.36
     Add: non-operating income                                               948,915.94                                  216,351.70
     Less: non-operating expense                                             115,750.74                                 1,862,043.62
          Including: loss from non-current
                                                                              28,458.15                                    2,793.00
asset disposal
IV. Total profit (“-” means loss)                                     100,573,513.90                                  8,084,919.44
     Less: Income tax expense                                            24,251,040.34                                   166,605.56
V. Net profit (“-” means loss)                                         76,322,473.56                                  7,918,313.88
    Including: Net profit achieved by
                                                                                                                        1,280,913.16
combined parties before the combinations
   Attributable      to     owners       of   the
                                                                         76,322,473.56                                  7,918,313.88
Company
     Minority shareholders’ income
VI. Earnings per share                                           --                                          --
     (I) Basic earnings per share                                                0.1281                                      0.0133
     (II) Diluted earnings per share                                             0.1281                                      0.0133
VII. Other comprehensive incomes                                            -220,538.72                                 1,365,300.15
VIII. Total comprehensive incomes                                        76,101,934.84                                  9,283,614.03
   Attributable      to     owners       of   the
                                                                         76,101,934.84                                  9,283,614.03
Company
     Attributable to minority shareholders
Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before
the business mergers was RMB 0.

Legal representative: Che Yugang                                       Person-in-charge of the accounting work: Wang Hanjun
Chief of the accounting division: Shen Xueying

4. Income statement of the Company for the reporting period

Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
                                                                                                                    Unit: RMB Yuan
                     Item                                 Jul.-Sept. 2012                             Jul.-Sept. 2011
I. Total sales                                                           11,984,996.41                               18,088,202.33
  Less: cost of sales                                                       4,733,631.14                                9,138,030.94
        Business taxes and surcharges                                       2,006,295.65                                1,741,847.05
        Distribution expenses
        Administrative expenses                                             9,973,393.45                                9,345,936.07
        Financial costs                                                     -255,381.09                                 -388,384.89
        Impairment loss                                                      342,038.98                                    5,000.00
  Add: gain/(loss) from change in fair
                                                                                                                           -3,364.50
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                            9,748,302.30                                5,933,532.84
means loss)
       Including: income form investment
                                                                             551,552.30                                  465,464.86
on associates and joint ventures
II. Business profit (“-” means loss)                                      4,933,320.58                                4,175,941.50
  Add: non-business income                                                    54,040.00                                   44,681.26
  Less: non-business expense                                                  31,452.19                                 1,684,900.09
        Including: loss from non-current
                                                                               1,359.60                                    2,793.00
asset disposal




                                                                                                                                  17
III. Total profit (“-” means loss)                                   4,955,908.39                          2,535,722.67
  Less: income tax expense
IV. Net profit (“-” means loss)                                      4,955,908.39                          2,535,722.67
V. Earnings per share                                       --                                   --
  (I) Basic earnings per share                                               0.0083                               0.0043
  (II) Diluted earnings per share                                            0.0083                               0.0043
VI. Other comprehensive income
VII. Total comprehensive income                                        4,955,908.39                          2,535,722.67


Legal representative: Che Yugang                                 Person-in-charge of the accounting work: Wang Hanjun
Chief of the accounting division: Shen Xueying

5. Consolidated income statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
                                                                                                        Unit: RMB Yuan
                      Item                           Jan.-Sept. 2012                       Jan.-Sept. 2011
I. Total operating revenues                                      1,041,304,227.34                     1,305,470,494.77
  Including: Sales income                                        1,041,304,227.34                     1,305,470,494.77
         Interest income
         Premium income
         Handling charge and commission
income
II. Total operating cost                                          817,059,073.24                        899,052,250.15
  Including: Cost of sales                                        556,100,440.83                        456,660,124.87
         Interest expenses
      Handling charge and commission
expenses
         Surrenders
         Net claims paid
       Net amount withdrawn for the
insurance contract reserve
         Expenditure on policy dividends
         Reinsurance premium
         Taxes and associate charges                              180,373,360.25                        349,990,123.06
        Selling and distribution expenses                          18,738,366.82                         16,044,617.43
        Administrative expenses                                    70,816,177.65                         67,750,039.92
        Financial expenses                                             -3,011,331.35                         9,103,449.52
        Asset impairment loss                                          -5,957,940.96                         -496,104.65
  Add: Gain/(loss) from change in fair
                                                                                                                -3,364.50
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                       2,053,061.42                          1,388,242.80
means loss)
       Including: share of profits in
                                                                       2,053,061.42                          1,144,803.49
associates and joint ventures
         Foreign exchange gains (“-” means
loss)
III. Business profit (“-” means loss)                           226,298,215.52                        407,803,122.92
  Add: non-operating income                                            2,129,595.68                          1,195,006.55
  Less: non-operating expense                                          1,790,203.10                          2,729,926.94



                                                                                                                       18
        Including: loss from non-current
                                                                            58,159.07                                 23,948.77
asset disposal
IV. Total profit (“-” means loss)                                 226,637,608.10                            406,268,202.53
  Less: Income tax expense                                            51,992,849.23                             96,905,804.55
V. Net profit (“-” means loss)                                    174,644,758.87                            309,362,397.98
  Including: Net profit achieved by
                                                                         1,912,516.93                              3,085,742.87
combined parties before the combinations
  Attributable to owners of the Company                             174,644,758.87                            309,362,397.98
  Minority shareholders’ income
VI. Earnings per share                                        --                                        --
     (I) Basic earnings per share                                               0.293                                    0.5191
     (II) Diluted earnings per share                                            0.293                                    0.5191
VII. Other comprehensive incomes                                           -65,642.80                                688,305.57
VIII. Total comprehensive incomes                                   174,579,116.07                            310,050,703.55
   Attributable      to     owners       of   the
                                                                    174,579,116.07                            310,050,703.55
Company
     Attributable to minority shareholders
Where business mergers under the same control occurred from 1 Jan. 2012 to 30 Sept. 2012, the net profit achieved by the merged
parties before the business mergers was RMB 1,912,516.93.

Legal representative: Che Yugang                                   Person-in-charge of the accounting work: Wang Hanjun
Chief of the accounting division: Shen Xueying

6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
                                                                                                              Unit: RMB Yuan
                     Item                              Jan.-Sept. 2012                           Jan.-Sept. 2011
I. Total sales                                                        35,434,861.35                             36,255,616.92
  Less: cost of sales                                                 14,490,936.40                             18,444,014.06
        Business taxes and surcharges                                    6,957,264.20                              4,380,101.43
        Distribution expenses
        Administrative expenses                                       28,075,665.49                             26,286,054.08
        Financial costs                                                  -1,225,535.01                               115,495.26
        Impairment loss                                                  -4,724,920.76                               140,737.76
  Add: gain/(loss) from change in fair
                                                                                                                       -3,364.50
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                      30,207,003.19                                9,691,271.47
means loss)
       Including: income form investment
                                                                         2,053,061.42                              1,144,803.49
on associates and joint ventures
II. Business profit (“-” means loss)                                22,068,454.22                                -3,422,878.70
  Add: non-business income                                                 345,608.93                                133,928.33
  Less: non-business expense                                             1,503,788.95                              2,458,370.76
        Including: loss from non-current
                                                                             1,359.60                                  2,793.00
asset disposal
III. Total profit (“-” means loss)                                  20,910,274.20                                -5,747,321.13
  Less: income tax expense
IV. Net profit   (“-” means loss)                                   20,910,274.20                                -5,747,321.13
V. Earnings per share                                         --                                        --




                                                                                                                              19
  (I) Basic earnings per share                                           0.0351                                   -0.0096
  (II) Diluted earnings per share                                        0.0351                                   -0.0096
VI. Other comprehensive income
VII. Total comprehensive income                                    20,910,274.20                             -5,747,321.13


Legal representative: Che Yugang                                 Person-in-charge of the accounting work: Wang Hanjun
Chief of the accounting division: Shen Xueying

7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
                                                                                                        Unit: RMB Yuan
                   Item                              Jan.-Sept. 2012                       Jan.-Sept. 2011
I. Cash flows from operating activities:
  Cash received from sale of commodities
                                                                1,585,210,179.74                        500,307,414.98
and rendering of service
  Net increase of deposits from customers
and dues from banks
  Net increase of loans from the central
bank
  Net increase of funds borrowed from
other financial institutions
   Cash received from premium of original
insurance contracts
  Net cash received from reinsurance
business
  Net increase of deposits of policy
holders and investment fund
   Net increase of disposal of tradable
financial assets
  Cash received from interest, handling
charges and commissions
  Net increase of intra-group borrowings
  Net increase of funds in repurchase
business
  Tax refunds received
  Other cash received relating to operating
                                                                   18,018,232.63                         60,270,787.47
activities
Subtotal of cash inflows from operating
                                                                1,603,228,412.37                        560,578,202.45
activities
  Cash paid for goods and services                                496,469,948.90                        632,575,741.85
  Net increase of customer lendings and
advances
  Net increase of funds deposited in the
central bank and amount due from banks
   Cash for paying claims of the original
insurance contracts
  Cash for paying interest, handling
charges and commissions
  Cash for paying policy dividends
  Cash paid to and for employees                                  177,842,182.24                        164,011,492.87
  Various taxes paid                                              248,831,302.47                        122,362,379.15




                                                                                                                        20
  Other cash payment relating to operating
                                                   92,162,672.95     61,791,824.89
activities
Subtotal of cash outflows from operating
                                                 1,015,306,106.56   980,741,438.76
activities
Net cash flows from operating activities          587,922,305.81    -420,163,236.31
II. Cash flows from investing activities:
  Cash received from withdrawal of
investments
  Cash received        from     return      on
                                                    9,705,931.45        243,439.31
investments
  Net cash received from disposal of fixed
assets, intangible assets and other                   735,231.00        545,368.90
long-term assets
  Net cash received from disposal of
subsidiaries or other business units
  Other cash received relating to investing
activities
Subtotal of cash inflows from investing
                                                   10,441,162.45        788,808.21
activities
   Cash paid to acquire fixed assets,
                                                    2,419,479.97       8,287,823.23
intangible assets and other long-term assets
  Cash paid for investment
  Net increase of pledged loans
  Net cash paid to acquire subsidiaries and
other business units
  Other cash payments           relating    to
investing activities
Subtotal of cash outflows from investing
                                                    2,419,479.97       8,287,823.23
activities
Net cash flows from investing activities            8,021,682.48      -7,499,015.02
III. Cash Flows from Financing Activities:
  Cash received from capital contributions
  Including: Cash received from minority
shareholder investments by subsidiaries
  Cash received from borrowings                   186,000,000.00    547,695,212.00
  Cash received from issuance of bonds
  Other cash received relating to financing
activities
Subtotal of cash inflows from financing
                                                  186,000,000.00    547,695,212.00
activities
  Repayment of borrowings                         317,145,212.01    172,140,000.00
   Cash paid for interest expenses and
                                                   38,061,321.24     32,036,311.19
distribution of dividends or profit
  Including: dividends or profit paid by
subsidiaries to minority shareholders
   Other cash payments          relating    to
                                                    1,584,500.00       1,102,200.00
financing activities
Sub-total of cash outflows from financing
                                                  356,791,033.25    205,278,511.19
activities
Net cash flows from financing activities         -170,791,033.25    342,416,700.81
IV. Effect of foreign exchange rate
                                                       38,954.51       -187,494.94
changes on cash and cash equivalents
V. Net increase in cash and cash                  425,191,909.55     -85,433,045.46



                                                                                 21
equivalents
  Add: Opening balance of cash and cash
                                                                  469,313,741.57                        545,466,594.53
equivalents
VI. Closing balance of cash and cash
                                                                  894,505,651.12                        460,033,549.07
equivalents


Legal representative: Che Yugang                                 Person-in-charge of the accounting work: Wang Hanjun
Chief of the accounting division: Shen Xueying

8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
                                                                                                        Unit: RMB Yuan
                    Item                             Jan.-Sept. 2012                       Jan.-Sept. 2011
I. Cash flows from operating activities:
  Cash received from sale of commodities
                                                                   35,264,786.16                         35,309,320.83
and rendering of service
  Tax refunds received
  Other cash received relating to operating
                                                                  727,979,585.98                      1,358,354,510.20
activities
Subtotal of cash inflows from operating
                                                                  763,244,372.14                      1,393,663,831.03
activities
  Cash paid for goods and services                                     5,097,690.13                     392,843,556.61
  Cash paid to and for employees                                   13,377,954.00                         14,208,550.00
  Various taxes paid                                               10,068,456.28                             6,202,692.36
  Other cash payment relating to operating
                                                                  555,738,828.65                        312,614,581.41
activities
Subtotal of cash outflows from operating
                                                                  584,282,929.06                        725,869,380.38
activities
Net cash flows from operating activities                          178,961,443.08                        667,794,450.65
II. Cash flows from investing activities:
  Cash received        from    retraction   of
                                                                                                              268,735.50
investments
  Cash received         from     return     on
                                                                   37,859,931.45                             8,546,467.98
investments
  Net cash received from disposal of fixed
assets, intangible assets and other
long-term assets
  Net cash received from disposal of
subsidiaries or other business units
     Other cash received         relating   to
investing activities
Subtotal of cash inflows from investing
                                                                   37,859,931.45                             8,815,203.48
activities
   Cash paid to acquire fixed assets,
                                                                       9,619,722.61                          2,366,005.00
intangible assets and other long-term assets
  Cash paid for investment                                                                              525,000,000.00
  Net cash paid to acquire subsidiaries and
other business units
  Other cash payments            relating   to
investing activities
Subtotal of cash outflows from investing
                                                                       9,619,722.61                     527,366,005.00
activities




                                                                                                                       22
Net cash flows from investing activities           28,240,208.84                       -518,550,801.52
III. Cash flows from financing activities:
   Cash       received     from      capital
contributions
   Cash received from borrowings
   Cash received from issuance of bonds
    Other cash received        relating      to
financing activities
Subtotal of cash inflows from financing
                                                            0.00                                 0.00
activities
   Repayment of borrowings
    Cash paid for interest expenses and
distribution of dividends or profit
     Other cash payments relating to
financing activities
Sub-total of cash outflows from financing
                                                            0.00                                 0.00
activities
Net cash flows from financing activities                    0.00                                 0.00
IV. Effect of foreign exchange rate
                                                                                              -125.07
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                  207,201,651.92                       149,243,524.06
equivalents
     Add: Opening balance of cash and
                                                   83,846,009.34                        78,920,447.75
cash equivalents
VI. Closing balance of cash and cash
                                                  291,047,661.26                       228,163,971.81
equivalents


Legal representative: Che Yugang                  Person-in-charge of the accounting work: Wang Hanjun
Chief of the accounting division: Shen Xueying

(II) Audit report

Un-audited.




                                                                                                    23