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公司公告

深物业B:2011年第一季度报告全文(英文版)2011-04-29  

						SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD.

                          THE FIRST QUARTERLY REPORT 2011


 §1 Important Notes
 1.1 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”) individually and jointly accepted responsibility for the correctness, accuracy and
 completeness of the contents of this report and confirmed that there was no false information,
 misleading statement or material omissions.
 1.2 None of the directors demonstrated uncertainty or disagreement about the truthfulness, accuracy,
 and completeness of this quarterly report.
 1.3 All directors attended the Board meeting.
 1.4 The first quarterly financial report has not been audited by Accounting Firm.
 1.5 Mr. Chen Yugang, Chairman of the Board of the Company, Mr. Wang Hangjun, Person in
 Charge of Accounting Work, Mr. Gong Sixin, the CFO, and Ms. Shen Xueying, Manager of
 Financial Management Department, hereby confirmed that the Financial Report enclosed in the
 quarterly report is true and complete
 English version for reference only. Should there be any discrepancy between the two versions, the
 Chinese version shall prevail.



 §2 Company Profile
 2.1 Main accounting data and financial indices
                                                                                            Unit: RMB Yuan
                                 At the end of the
                                                            At the end of last year   Increase/decrease (%)
                                 reporting period
  Total assets                     3,038,489,092.41              2,913,281,353.84                       4.30%
  Owner’s equity attributable
  to shareholders of listed        1,159,513,142.82                874,185,621.88                      32.64%
  company
  Share capital (Share)              595,979,092.00                595,979,092.00                       0.00%
  Net asset per share
  attributable to shareholders                1.9456                        1.4668                     32.64%
  of listed company
                                 Reporting period          Same period of last year   Increase/decrease (%)
  Sales turnover          (RMB
                                     977,257,810.34                  83,097,068.04                  1076.04%
  Yuan)
  Net profit attributable to
                                     284,605,173.95                    2,839,794.18                 9922.04%
  shareholders   of     listed

                                                       1
 company    (RMB Yuan)
 Net cash flow arising from
 operating activities (RMB             -386,088,186.93             -19,498,084.97                   1880.13%
 Yuan)
 Net cash flow per share
 arising     from  operating                    -0.6478                     -0.0327                 1881.04%
 activities (RMB Yuan/share)
 Basic earnings per share
                                                 0.4775                     0.0048                  9847.92%
 (RMB Yuan/share)
 Diluted earnings per share
                                                 0.4775                     0.0048                  9847.92%
 (RMB Yuan/share)
 Weighted average return on
                                                27.99%                      0.43%           Increase of 27.56%
 equity (%)
 Weighted average return on
 equity     after deducting
                                                27.98%                      -0.08%          Increase of 28.06%
 extraordinary gains and
 losses (%)
 Items of extraordinary gains
                                                       Amount from 1 Jan. to 31 Mar. 2011
          and losses
 Gains on disposal of
                                                                                                    -14,836.00
 non-current assets
 Other non-operating income
 and expense other than                                                                            146,725.86
 abovementioned
 Influence of income tax after
 deducting non-recurring                                                                            -15,871.40
 gains and losses
             Total                                                                                 116,018.46
Note: Other non-operating income and expense other than abovementioned mainly cover fines.

2.2 Statement on total number of shareholders and shares held by the top ten shareholders not
subject to trading moratorium
                                                                                  Unit: Share
     Total number of        By the end of the reporting period, the Company has 47,293 shareholders in total,
      shareholders          including 37,535 ones of A-share, 9,758 ones of B-share
Shares held by the top ten shareholders not subject to trading moratorium
                                           Shares not subject to trading moratorium
      Full name of shareholders                                                             Type of share
                                                    held at the period-end
                                                                                        Domestically listed
Zeng Ying                                                               3,350,000
                                                                                          foreign shares
China Merchants Securities (HK) Co.,                                                    Domestically listed
                                                                             855,810
Ltd.                                                                                      foreign shares
Zhang Xiankai                                                                673,800   RMB common shares


                                                          2
Long Huizhen                                                               667,020      RMB common shares
                                                                                          Domestically listed
Liu Liaoyuan                                                               641,900
                                                                                            foreign shares
GUOTAI               JUNAN                                                 633,273
                                                                                          Domestically listed
SECURITIES(HONGKONG)
                                                                                            foreign shares
LIMITED
SUN HUNG KAI INVESTMENT                                                    560,000       Domestically listed
SERVICES LTD-CUSTOMERS A/C                                                                  foreign shares
He Shujie                                                                  551,195      RMB common shares
Liu Yunde                                                                  550,000      RMB common shares
Deng Weichao                                                               480,100      RMB common shares
Explanation on associated relationship   The Company is not aware of whether there exists associated
  among the above shareholders or        relationship or consistent action among the top ten shareholders holding
          consistent action              trade shares or not.


§3 Significant Events
3.1 Significant changes in major accounting data, financial highlights and reasons for these changes.
√Applicable           □Non-applicable
1. Prepayments were RMB 391,278,337.28 as at the end of the reporting period, up 692.70% as
compared to the opening amount, which was mainly because the Company prepaid for the land in
Yangzhou and the relevant taxes in the reporting period.
2. Deferred income tax assets were RMB 41,453,082.09 as at the end of the reporting period, down
50.18% as compared to the opening amount, which was mainly because the estimated profit
calculated based on the Company’s real estate pre-sale income was recognized at the end of the
reporting period and deferred income tax assets decreased accordingly.
3. Short-term borrowings were RMB 500,000,000.00 as at the end of the reporting period, up
4900.00% as compared to the opening amount, which was mainly because the entrustment loans
given by the holding company to the Company increased in the reporting period.
4. Accounts received in advance were RMB 34,766,758.80 as at the end of the reporting period,
down 96.04% as compared to the opening amount, which was mainly because the income from the
pre-sale of the PRD-Shengang No. 1 Project satisfied conditions for recognition and was carried
over to income for the reporting period.
5. Taxes and fares payable were RMB 499,050,580.15 as at the end of the reporting period, up
155.16% as compared to the opening amount, which was mainly because the income from the
PRD-Shengang No. 1 Project was recognized for the reporting period, and the income tax and land
VAT payable increased accordingly.
6. Non-current liabilities due within one year were RMB 149,580,000.00 as at the end of the
reporting period, down 40.40% as compared to the opening amount, which was mainly because
mature loans were repaid in the reporting period.
7. Retained earnings were RMB 433,566,838.35 as at the end of the reporting period, up 191.06%
as compared to the opening amount, which was mainly because the Company achieved profits in
the reporting period.
8. Total owners’ equity was RMB 1,160,375,229.88 as at the end of the reporting period, up 32.61%
as compared to the opening amount, which was mainly because the Company achieved profits in

                                                       3
the reporting period.
9. Operating revenue for the reporting period was RMB 977,257,810.34, up 1076.04% from a year
earlier, which was mainly because: The PRD-Shengang No. 1 Project developed by the Company
satisfied conditions for income recognition in the reporting period and the recognizable part were
almost all settled in the reporting period, while in the same period of last year, only a small trail part
of real estate were eligible for income recognition. As a result, real estate income for the reporting
period showed dramatic increase over the same period of last year.
10. Operating cost for the reporting period was RMB 266,881,637.62, up 369.60% from a year
earlier, which was mainly because the estate of the PRD-Shengang No. 1 Project which generated
income eligible for recognition increased in the reporting period as compared to the same period of
last year.
11. Business taxes and surcharges for the reporting period were RMB 310,352,802.05, up
4274.94% from a year earlier, which was mainly because real estate income increased and business
taxes and land VAT increased accordingly.
12. Financial expense for the reporting period was RMB 1,714,761.50, up 206.65% from a year
earlier, which was mainly due to increase of total borrowings for working capital and decrease of
interest income.
13. Investment income for the reporting period was RMB 127,236.78, up 66.64% from a year
earlier, which was mainly due to increase of income from joint ventures.
14. Investment income from associated and joint enterprises for the reporting period was RMB
127,236.78, up 47.18% from a year earlier, which was mainly because the Company’s joint venture
Shenzhen ITC Guomao Tianan Property Management Co., Ltd. achieved a profit growth in the
reporting period.
15. Non-business income/expense for the reporting period was RMB 131,889.86, down 96.07%
from a year earlier, which was mainly because in the same period of last year, subsidiaries of the
Company received some payments that needed not to be returned.
16. Income tax expense for the reporting period was RMB 91,962,168.59, up 8275.81% from a year
earlier, which was mainly because the subsidiary Shenzhen Huangcheng Real Estate Co., Ltd.
enjoyed a consideration profit increase in the reporting period.
17. Operating profit, total profit and net profit for the reporting period were RMB 376,435,452.68,
RMB 376,567,342.54 and RMB 284,605,173.95 respectively, up 65009.09%, 9463.02% and
9922.04% respectively as compared to the same period of last year, which was mainly because: The
PRD-Shengang No. 1 Project developed by the Company satisfied conditions for income
recognition in the reporting period and the recognizable part were almost all settled in the reporting
period, while in the same period of last year, only a small trail part of real estate were eligible for
income recognition. As a result, real estate income for the reporting period showed dramatic
increase over the same period of last year.
18. Net cash flows generated from operating activities during the period from 1 Jan. to 31 Mar.
2011 were RMB -386,088,186.93, with net outflows up 1880.13% as compared to the same period
of last year, which was mainly because the Company paid for the land in Yangzhou and the relevant
taxes in the reporting period.
19. Net cash flows generated from investing activities during the period from 1 Jan. to 31 Mar.
2011 were RMB -670,121.00, with net outflows down 94.73% as compared to the same period of
last year, which was mainly because in the same period of last year, some subsidiaries of the

                                                    4
Company replaced old taxies.
20. Net cash flows generated from investing activities during the period from 1 Jan. to 31 Mar.
2011 were RMB 381,055,814.46, up 354.60% as compared to the same period of last year, which
was mainly because the Company obtained an entrustment loan from the holding company and
repaid fewer loans in the reporting period.

3.2 Process of significant events and influence, as well as analysis and explanation on resolving
proposal
□Applicable       √Inapplicable

3.3 Special commitments made by the company, shareholders and actual controllers
√Applicable         □Inapplicable
Shenzhen Construction Investment Holdings Co. (hereinafter referred to as “Construction
Holdings”) and Shenzhen Investment Management Co. (hereinafter referred to as “Investment
Management Company”) were nominal shareholders of the Company (Shares of the Company are
registered under the name of these two companies.). Later, these two companies and Shenzhen
Trade & Commerce Investment Holdings Co. combined on a legal basis and became one company
known as Shenzhen Investment Holdings Co., Ltd. (hereinafter referred to as “Investment
Holdings”). However, due to various reasons, the Company’s shares held by Construction Holdings
and Investment Management Company has not been transferred to Investment Holdings, which is
the actual controller of the Company.
1. Investment Holdings stated that it would establish and perfect the internal control over
undisclosed information of the listed company known by it, urge relevant insiders not to trade the
shares of the Company by making use of the undisclosed information, not suggest other buying and
selling shares of the Company, nor leak any undisclosed information of the Company. Meanwhile,
it would provide an insider name list to the Company in a timely, factual, accurate and complete
way so that the Company could submit the name list to the Shenzhen Bureau of CSRC and the
Stock Exchange for records.
In the reporting period, it was found that no actual controller of the Company or insiders bought
and sold stocks of the Company by taking advantage of undisclosed information of the Company.
And the Company submitted monthly the particulars about the parties to which the undisclosed
information had been submitted to CSRC Shenzhen Bureau for reference.
2. Commitments made by non-tradable share holders in the share merger reform
(1) The Company’s non-tradable share holders Construction Holdings and Investment Management
Company made a common commitment to abide by laws, regulations and rules and perform
prescribed commitment duties. And they also made special commitments as follows:
Non-tradable shares held by Construction Holdings and Investment Management Company would
not be traded or transferred within 36 months since they acquired right of trade. After expiration of
the aforesaid commitment, originally non-tradable shares sold through the listing and trading
system on the Shenzhen Stock Exchange should not exceed 5 percents of total shares of the
Company within 12 months, as well as not exceed 10 percents within 24 months. In case these
companies acted against the above commitment and sold shares of the Company, the income from
sales of the shares would belong to the Company.
As at the date of issuing the announcement, Construction Holdings and Investment Management

                                                  5
Company failed to sell the shares of the Company.
(2) Investment Holdings made a commitment to abide by laws, regulations and rules and perform
prescribed commitment duties. And it also made special commitments as follows:
① Non-tradable shares held by Investment Holdings would not be traded or transferred within 36
months since they acquired right of trade. After expiration of the aforesaid commitment, originally
non-tradable shares sold through the listing and trading system on the Shenzhen Stock Exchange
should not exceed 5 percents of total shares of the Company within 12 months, as well as not
exceed 10 percents within 24 months. In case these companies acted against the above commitment
and sold shares of the Company, the income from sales of the shares would belong to the Company.
As at the date of issuing the announcement, Investment Holdings failed to sell the shares of the
Company that are actually controlled by it.
② Within one year since the non-tradable shares held by Construction Holdings and Investment
Management Company controlled by Investment Holdings acquired the right of trading, Shenzhen
Investment Holdings Co., Ltd will start up capital injection to the Company, that is, Shenzhen
Investment Holdings Co., Ltd will inject legitimate capital no less than RMB 500 million including
land resource in lump sum or in batches by replace or other legitimate way, will increase land
reserves of 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, 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.
To fulfill the commitment, the Company and Investment Holdings jointly planned to start relevant
matters. On 17 Sep. 2010, the Company disclosed Public Notice on Fulfilling Share Merger Reform
Commitments and Implementing Significant Assets Replacement (Significant Related
Transactions), which was approved at the 1st Special Shareholders’ General Meeting in 2010. For
details, please refer to the Company’s Public Notice on Resolutions of the 1st Special Shareholders’
General Meeting in 2010 dated 14 Oct. 2010. In Nov. 2009, Investment Holdings had applied to the
China Securities Depository and Clearing Corporation Limited Shenzhen Branch for freezing 30
million shares of the Company that are actually controlled by its and are registered under the name
of Construction Holdings; By now, those shares have been unfrozen due to expiration of the
freezing period.
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
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

                                                  6
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.
On 18 Mar. 2010, the Company convened the Annual Shareholders’ General Meeting for Y2009,
which reviewed and approved the Proposal on Applying Entrusted Loan from Controlling
Shareholder. The Shareholders’ General Meeting authorized the Company Board to deal with
events including signing of agreement concerning the entrusted loan of no less than RMB 500
million, application of additional loan, loan extension, grant of new loan for repaying old loan, and
loan repayment. For details, please refer to the Company’s Public Notice on Resolutions of the
Annual Shareholders’ General Meeting for Y2009 dated 19 Mar. 2010. On 28 Dec. 2010, with
China Everbright Bank Shenzhen Jingtian Sub-branch as the trustee, Investment Holdings provided
entrusted loan of RMB 10 million to the Company’s subsidiary Shenzhen ITC Vehicles Industry
Co., Ltd. In the reporting period, Investment Holdings provided entrusted loan of RMB 490 million
to the Company.
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 up balance of net profit between the year and
2009 with cash.
The implementation of the said commitment depends on the net profit as of year 2011.

3.4 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
Business forecast                                      Sharp increase at the same direction

                                 From the year-begin to
                                                              Same period of last
Item                               the end of the next                                 Increase/decrease (%)
                                                                    year
                                         period
Estimate of accumulated net
                                         27,000-32,000                      12,675     Increase of 113%-152%
profit (RMB Ten thousand)
Basic EPS (Yuan/share)                   0.4530-0.5369                      0.2127     Increase of 113%-152%

                                 Reason for sharp change in business performance: In the reporting period,
                                 the PRDShenggang No.1 Project constructed by the Company reached the
                                 carry-over condition in revenue. The revenue carried over registered a sharp
                                 year-on-year increase over the carried-over revenue of PRDXinhua Town
Explanation on performance
                                 Project, and the gross profit also hiked.
forecast
                                 The above forecast is the initial estimate reckoned by the Company in
                                 accordance with current sales situation of PRDShengangNo.1 Project. For
                                 actual profitability of the Company in the 1st half year of 2011, data in
                                 Semi-annual Report 2011 shall prevail.




                                                   7
3.5 Other significant events need to be explained
3.5.1 Securities investment
√Applicable        □Inapplicable
                                                                                                             Proportion
                                                                                                                  in total
                                                         Initial
                                                                                                              securities             Profits and
          Stock       Stock        Short form of       investment       Shares       Book value at
No.                                                                                                          investment               losses in
          variety      code           Stock              amount          held            period-end
                                                                                                                    at             reporting period
                                                       (RMB Yuan)
                                                                                                             period-end
                                                                                                                   (%)
        Shenzhen
 1                    000030        ST Sunrise          268,735.50      30,000           272,100.00                 100.00
        A Share
Other securities investment at the end of
                  period
 Investment gains/(losses) arising from
                                                                   —        —                       —                     —
           sale of securities
                     Total                              268,735.50               -       272,100.00                 100.00


3.5.2 Equity of other listed companies held by the Company
√Applicable        □Inapplicable
                                        Ratio to                                               Change of
            Short        Initial        equity of                         Profits and           owners’
Stock                                                  Book value at                                                 Accounting         Source of
           form of     investment       invested                         losses in the        equity in the
 code                                                    year-end                                                        subject          stock
            Stock       amount          company                         reporting period        reporting
                                          (%)                                                    period
                                                                                                                                       Purchasing
                                                                                                                     Long-term
            S*ST                                                                                                                       legal person
000509                 2,962,500.00       0.33%           802,199.55                 0.00                  0.00          equity
             T.H.                                                                                                                         shares
                                                                                                                     investment
                                                                                                                                      directionally
Total                  2,962,500.00                -      802,199.55                 0.00                  0.00


3.5.3 Equity of Pre-IPO and unlisted financial enterprises held by the Company
□Applicable        √Inapplicable

3.5.4 Offering capital to controlling shareholders or related parties and external guarantee in
violation of the procedure specified
□Applicable        √Inapplicable

3.5.5 Shareholders holding shares exceeding 30% proposed or implemented plan on increasing
shares in the reporting period
□Applicable         √Inapplicable

3.5.6 Significant contracts
√Applicable        □Inapplicable

                                                                    8
 1. On 28 Jan. 2011, the Company obtained the use right of state-owned construction land of
 No.676 plot located at Weiyang District, Yangzhou, Jiangsu Province, with transaction price
 reaching RMB 9,015//M2 and an area of 67,872 square meters, as well as 70 years of land use
 age. For details, please refer to the Company’s Public Notice on Acquisition of Land Use Right
 of Weiyang District, Yangzhou published on 31 Jan. 2011 in Securities Times, Ta Kung Pao
 and http://www.cninfo.com.cn.
 Whereafter, the Company entered into the Grant Contract of State-owned Land Use Right with
 Yangzhou National Territory Resources Bureau.
      2. In Mar. 2011, the No.1 Management Bureau under Urban Planning Land and Resources
 Commission of Shenzhen Municipality (hereafter referred to as “party A”) signed
 Supplementary Agreement of Grant Contract of Land Use Right of Shenzhen Municipality
 with Shenzhen Longyuan Kaili Hengfeng Real Estate Co., Ltd. (hereafter referred to as
 “Longyuan Kaili”), Shenzhen Huaneng Jindi Property Co., Ltd. (hereafter referred to as
 “Huaneng Property”), and the Company (hereafter referred to as “party B”). Agreements were
 reached as follows: ① Party A approved to change transferees of the parcel of land to
 Longyuan Kaili and Huaneng Property; ②Longyuan Kaili and Huaneng Property accepted all
 rights, liabilities, and obligations concerning the parcel of land, settled relations concerning
 transferred houses by themselves, and assisted in handling relevant procedures; ③ Longyuan
 Kaili and Huaneng Property committed to deal with pledges and pre-seizure existing in the
 project. Longyuan Kaili and Huaneng Property shall handle any dispute resulted from the
 change of transferees of the land use right, and assume legal and economic liabilities thereof;
 ④ The Company owned the property of the 14th floor and the 15th floor of the project, which
 belonged to commodity housing in nature and was in the charge of Longyuan Kaili and
 Huaneng Property for construction and renovation according to the unified handover standard
 of the project; ⑤ Land use age of the parcel of land was adjusted to 50 years, ranging from 21
 Feb. 2011 to 20 Feb. 2061. For details, please refer to the Announcement on Signing a
 Supplementary Agreement for the Contract on Transferring Land Use Rights of Jinlihua
 Commercial Plaza disclosed by the Company on Securities Times, Ta Kung Pao (HK) and the
 website designated for information disclosure (http://cninfo.com.cn)on 9 Mar. 2011.


3.5.7 Reception of research, interviews and visits in the reporting period


                                                                          Major discussion content and the
 Reception time     Reception place    Reception way   Reception object      information provided by the
                                                                                     Company


                                                                          Whether the Company’s business
                                       Communication      Individual
   27 Jan. 2011    The Office of BOD                                            performance in 2010
                                        by Telephone       investor
                                                                             outperformed that of 2009?
                                                                             Whether the formalities of
                                       Communication      Individual
   11 Feb. 2011    The Office of BOD                                      transferring the land of Moon Bay
                                        by Telephone       investor
                                                                                has been completed?


                                                  9
                                                                            The Company’s stock trade
                                                                          suddenly increased at the first 10
                                       Communication      Individual         minutes of early quotation,
  23 Feb. 2011    The Office of BOD
                                        by Telephone       investor       whether the Company held any
                                                                             non-published significant
                                                                                    information?
                                                                          The price of the Company’ share
                                                                           surged to the trade limit in the
                                       Communication      Individual
  10 Mar. 2011    The Office of BOD                                       afternoon, whether the Company
                                        by Telephone       investor
                                                                         held any non-published beneficial
                                                                                    information?

Events after balance sheet date
                                       Communication      Individual      Will the Company make profit in
   28 Apr. 2011   The Office of BOD
                                        by Telephone       investor                    2011?


3.5.8 Explanation on other significant events
√Applicable       □Inapplicable
 1. Significant lawsuit and arbitration
 ① During the reporting period, there was no new significant lawsuit or arbitration.
 ② During the reporting period, no new progress happened to significant lawsuits and arbitrations
 disclosed in the previous years. For details, please refer to “Section X. Significant Events” in the
 Annual Report 2010 published on http://www.cninfo.com.cn on 26 Apr. 2011.
 2. On 28 Jan. 2011, the Company obtained the use right of state-owned construction land of
 No.676 plot located at Weiyang District, Yangzhou, Jiangsu Province. For details, please refer to
 the Company’s Public Notice on Acquisition of Land Use Right of Weiyang District, Yangzhou
 published on 31 Jan. 2011 in Securities Times, Ta Kung Pao and http://www.cninfo.com.cn.
 3. Restrictions on sale-restricted shares were lifted. Restrictions on the total 2,667,247
 sale-restricted tradable shares held by shareholders, including Shanghai Zhaoda Investment
 Consultant Co., Ltd., Hainan Weibang Investment and Development Co., Ltd., Shanghai Kunling
 Industrial and Trade Co., Ltd., and Shenzhen Tongsheng Industrial Co., Ltd., were lifted due to
 expiration of the restriction period. For details, please refer to the Company’s Suggestive Public
 Notice on Lifting Restrictions on Sale-restricted Shares on 13 Apr. 2011 in Securities Times, Ta
 Kung Pao and http://www.cninfo.com.cn.
 4. In order to thoroughly implement the Basic Standard for Internal Control of Enterprises and
 relevant accessory indices, speed up the establishment of internal control system of the Company,
 improve operation, management, and risk prevention level of the enterprise, and propel
 sustainable development of the enterprise, the Company has conducted overall establishment of
 internal control system, set up a leading group for establishing internal control system of the
 enterprise, and compiled the Work Plan for Overall Establishment of Internal Control System; At
 the same time, the Company is selecting a professional advisory agency for diagnosis on internal
 control mechanism according to requirements of the Basic Standard for Internal Control of
 Enterprises and Application Indices for Internal Control of Enterprises.


                                                  10
3.6 Implementation of cash dividends policy during the reporting period
□Applicable      √Inapplicable


§4 Attachment
4.1 Balance sheet
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
                                                   31 Mar. 2011                             Unit: RMB Yuan
                                        Closing balance                          Opening balance
             Item
                               Consolidation      Parent company         Consolidation      Parent company
Current assets:
Monetary funds                   528,671,205.69           8,565,150.25    534,418,695.36       78,920,447.75
Settlement fund reserve              272,100.00            272,100.00         272,100.00           272,100.00
Notes receivable                     300,000.00                               300,000.00
Account receivable                75,347,965.47         59,268,760.97      67,935,785.29       59,680,032.75
Advances to suppliers            391,278,337.28     385,593,863.60         49,360,431.87
  Dividend receivable
  Other account receivable        40,613,985.67     492,736,587.33         37,787,880.10      558,839,822.28
  Financial assets purchased
under agreements to resell
  Inventories                  1,397,577,646.79         56,594,638.32    1,576,183,305.38      56,594,638.32
  Non-current assets due
within 1 year
  Other current assets
Total current assets           2,434,061,240.90    1,003,031,100.47      2,266,258,198.00     754,307,041.10
Non-current assets:
Loans and advance
Available for sale financial
assets
Held to maturity investments
   Long-term account
receivable
  Long-term equity
                                  81,517,424.98     250,927,924.98         81,390,188.20      250,800,688.20
investment
  Investment real estate         298,718,688.01     202,305,208.88        295,584,704.09      205,439,020.58
  Fixed asset                     75,685,768.26         34,953,849.94      78,112,745.51       35,645,685.39
  Project in construction
  Engineering material
  Fixed asset disposal
  Bearer biological asset
  Oil and gas assets
  Intangible assets              104,933,929.43                           106,563,665.92
  Development expense


                                                   11
  Goodwill
  Long-term expense to be
                                       2,118,958.74          2,118,958.74      2,162,202.81       2,162,202.81
apportioned
  Deferred income tax assets          41,453,082.09                           83,209,649.31
  Other non-current assets
Total of non-current assets          604,427,851.51     490,305,942.54       647,023,155.84     494,047,596.98
Total assets                        3,038,489,092.41   1,493,337,043.01     2,913,281,353.84   1,248,354,638.08
Current liabilities:
  Short-term borrowings              500,000,000.00                           10,000,000.00
   Transactional        financial
liabilities
  Notes payable
  Accounts payable                    94,738,800.87         34,368,872.65    105,465,038.93      34,423,717.04
  Advances from customers             34,766,758.80                          878,660,737.46          79,725.48
  Financial assets sold under
agreements to repurchase
  Handling charges            and
commissions payable
  Payroll payable                     56,506,812.40         10,831,416.57     53,817,405.36        9,636,557.03
  Taxes and fares payable            499,050,580.15          1,378,685.90    195,585,180.87        1,264,740.40
  Dividend payable
  Interest payable
  Other accounts payable             230,079,523.85     757,843,379.57       229,549,997.54     508,763,899.07
  Non-current liabilities due
                                     149,580,000.00                          250,960,000.00
within 1 year
  Other current liabilities
Total current liabilities           1,564,722,476.07    804,422,354.69      1,724,038,360.16    554,168,639.02
Non-current liabilities:
  Long-term borrowings               212,000,000.00                          212,000,000.00
  Debentures payable
  Long-term payables
  Specific-purpose account
payables
  Accrued liabilities
   Deferred         income    tax
                                             807.48               807.48             807.48             807.48
liabilities
   Other              non-current
                                     101,390,578.98          2,429,164.54    102,194,477.26       2,429,164.54
liabilities
Total non-current liabilities        313,391,386.46          2,429,972.02    314,195,284.74        2,429,972.02
Total liabilities                   1,878,113,862.53    806,852,326.71      2,038,233,644.90    556,598,611.04
Owner’s       equity         (or
Shareholders’ equity)
  Paid-in capital (or share          595,979,092.00     595,979,092.00       595,979,092.00     595,979,092.00


                                                       12
capital)
  Share capital                     64,020,275.72          38,914,227.99     64,020,275.72        38,914,227.99
  Less: Treasury Stock
  Surplus reserve                   69,712,050.51          69,712,050.51     69,712,050.51        69,712,050.51
  General risk provision
  Retained earnings                433,566,838.35       -18,120,654.20      148,961,664.40       -12,849,343.46
   Foreign           exchange
                                     -3,765,113.76                            -4,487,460.75
difference
Total      owners'       equity
attributable   to       holding   1,159,513,142.82      686,484,716.30      874,185,621.88       691,756,027.04
company
Minority interests                     862,087.06                               862,087.06
Total owners’ equity             1,160,375,229.88      686,484,716.30      875,047,708.94       691,756,027.04
Total liabilities and owners’
                                  3,038,489,092.41    1,493,337,043.01     2,913,281,353.84    1,248,354,638.08
equity


4.2 Income statement
Prepared by Shenzhen Properties & Resources Development (Group) Ltd
                                                  Jan. - Mar. 2011                            Unit: RMB Yuan
                                          Jan. – Mar. 2011                        Jan. – Mar. 2010
             Items
                                  Consolidation      Parent company        Consolidation      Parent company
I. Total operating revenue         977,257,810.34           7,942,430.03     83,097,068.04         7,350,856.95
Including: Sales                   977,257,810.34           7,942,430.03     83,097,068.04         7,350,856.95
II. Total operating cost           600,949,594.44          13,366,376.25     82,630,360.50        11,720,743.69
Including: Cost of sales           266,881,637.62           4,793,314.44     56,831,611.01         3,118,742.91
      Taxes and associate
                                   310,352,802.05           1,103,292.48       7,093,878.83            383,666.00
charges
     Selling and distribution
                                      2,106,306.08                             2,205,666.09
expenses
     Administrative
                                    19,894,087.19           7,551,280.30     15,940,013.09         7,175,602.37
expenses
      Financial expenses              1,714,761.50            -81,510.97        559,191.48         1,398,155.07
      Asset impairment loss                                                                            -355,422.66
Add:    Gain/(loss)  from
change in fair value (“-”                                                      35,100.00              35,100.00
means loss)
    Gain/(loss) from
                                       127,236.78             127,236.78         76,353.59              76,353.59
investment (“-” means loss)
Including: income form
investment on affiliated
                                       127,236.78             127,236.78         86,447.23              86,447.23
enterprises and jointly-run
enterprises
Foreign exchange difference


                                                      13
(“-” means loss)
III. Business profit (“-”
                                  376,435,452.68          -5,296,709.44        578,161.13        -4,258,433.15
means loss)
    Add: non-operation
                                      185,275.86             25,398.70        3,743,756.60             10,800.00
income
    Less: non-business
                                       53,386.00                               384,174.03
expense
Including: loss from
                                       14,836.00
non-current asset disposal
IV. Total profit (“-” means
                                  376,567,342.54          -5,271,310.74       3,937,743.70       -4,247,633.15
loss)
    Less: Income tax
                                   91,962,168.59                              1,097,949.52
expense
V. Net profit (“-” means
                                  284,605,173.95          -5,271,310.74       2,839,794.18       -4,247,633.15
loss)
   Attributable to parent
                                  284,605,173.95          -5,271,310.74       2,839,794.18       -4,247,633.15
company
    Minority interests
VI. Earnings per share
    (I) basic earnings per
                                          0.4775               -0.0088             0.0048                -0.0071
share
    (II) diluted earnings per
                                          0.4775               -0.0088             0.0048                -0.0071
share
Ⅶ. Other comprehensive
                                      722,346.99                               136,337.23
income
Ⅷ. Total comprehensive
                                  285,327,520.94          -5,271,310.74       2,976,131.41       -4,247,633.15
income
  Attributable to owners of
                                  285,327,520.94          -5,271,310.74       2,976,131.41       -4,247,633.15
parent company
  Attributable to minority
shareholders


4.3 Cash flow statement
Prepared by Shenzhen Properties & Resources Development (Group) Ltd
                                                Jan. - Mar. 2011                             Unit: RMB Yuan
                                         Jan. – Mar. 2011                        Jan. – Mar. 2010
             Items
                                 Consolidation      Parent company        Consolidation      Parent company
I. Cash flows from operating
activities:
   Cash received from sale of
commodities and rendering         135,580,413.92          7,610,059.68     350,943,343.07             172,820.06
of service
   Net increase of disposal of
tradable financial assets


                                                     14
   Tax refunds received
   Other    cash     received
relating     to     operating     11,542,758.76     364,295,776.19       21,973,574.72   1,749,959.33
activities
Sub-total of cash inflows        147,123,172.68     371,905,835.87      372,916,917.79   1,922,779.39
    Cash paid for goods and
                                 459,051,966.20     386,975,128.44      268,908,977.84     13,287.62
services
   Cash paid to and for
                                  42,346,961.68          2,499,357.92    40,955,550.93     97,286.50
employees
   Various taxes paid             15,666,893.59          1,510,366.48    48,163,198.40     22,957.45
   Other cash paid relating to
                                  16,145,538.14         51,183,518.53    34,387,275.59   1,729,168.87
operating activities
Sub-total of cash outflows       533,211,359.61     442,168,371.37      392,415,002.76   1,862,700.44
Net cash flows from
                                 -386,088,186.93    -70,262,535.50      -19,498,084.97     60,078.95
operating activities
II. Cash flows from investing
activities
Cash received from disposals
                                                                          1,550,000.00
of investments
Cash received from returns
on investments
Net cash received from
disposals of fixed assets and           1,000.00                           172,530.00
intangible assets
Net cash received from
disposal of subsidiaries and
other business units
Other cash received relating
to investing activities
Sub-total of cash inflows               1,000.00                          1,722,530.00
Cash paid to purchase fixed
assets, intangible assets and        671,121.00            92,762.00     14,447,943.00     43,935.00
other long-term assets
Cash paid for investments
Net increase in pledged loans
       Net cash paid from
obtaining subsidiaries and
other business units
Cash paid relating to other
investing activities
Sub-total of cash outflows           671,121.00            92,762.00     14,447,943.00     43,935.00
Net cash flows from
                                    -670,121.00            -92,762.00   -12,725,413.00     -43,935.00
investing activities
III. Cash flows from
financing activities
Cash       received      from
absorbing investment


                                                   15
Including: Cash received by
subsidiaries from increase in
minority interests
Cash       received     from
                                 490,000,000.00                        212,000,000.00
borrowings
Cash received from issuing
debentures
Other cash received relating
to financing activities
Sub-total of cash inflows        490,000,000.00                        212,000,000.00
Cash       repayments       of
                                 101,380,000.00                        351,380,000.00
borrowings
Cash payments for interest
expenses and distribution of       7,314,185.54                           9,629,609.80
dividends or profits
           Including:     Cash
payments for dividends or
profits      to       minority
shareholders of subsidiaries
Cash payments relating to
                                    250,000.00                             659,500.00
other financing activities
Sub-total of cash outflows       108,944,185.54                        361,669,109.80
Net cash flows from
                                 381,055,814.46                        -149,669,109.80
financing activities
IV. Effect      of     foreign
exchange rate changes on             -44,996.20                              -6,964.33
cash and cash equivalents
V. Net (decrease)/increase
                                  -5,747,489.67    -70,355,297.50      -181,899,572.10     16,143.95
in cash and cash equivalents
Add:     Cash      and    cash
equivalents at beginning of      534,418,695.36        78,920,447.75   830,055,588.25    2,539,358.76
year
VI. Cash        and       cash
                                 528,671,205.69         8,565,150.25   648,156,016.15    2,555,502.71
equivalent at end of year

4.4 Auditor’s report
Auditor’s opinion: un-audited




                                                        Board of Directors of
                                     Shenzhen Properties & Resources Development (Group) Ltd
                                                           30 Apr. 2011




                                                  16