Stock Abbr.: Shen Wuye A Stock Code: 000011 Announcement No.: 2012-9
SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD.
THE FIRST QUARTERLY REPORT 2012
§1 Important Notes
1.1 The Board of Directors, the Supervisory Committee, directors, supervisors and senior
executives of Shenzhen Properties & Resources Development (Group) Ltd (hereinafter referred to
as “the Company”) guarantee that this report does not contain any false information, misleading
statement or material omission and will be jointly and severally liable for the factuality, accuracy
and completeness of the contents of this report.
1.2 The first quarterly financial report has not been audited by an accounting firm.
1.3 Mr. Chen Yugang, company principal, Mr. Wang Hangjun, chief of the accounting work, and Ms.
Shen Xueying, chief of the accounting organ / chief of accounting, hereby confirm 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 3,553,098,048.28 3,499,608,314.21 1.53%
Owner’s equity attributable
to shareholders of listed 1,135,712,956.70 1,130,243,873.92 0.48%
company
Share capital (Share) 595,979,092.00 595,979,092.00 0.00%
Net asset per share
attributable to shareholders 1.9056 1.8964 0.49%
of listed company
Reporting period Same period of last year Increase/decrease (%)
Sales turnover (RMB
122,683,018.94 977,257,810.34 -87.45%
Yuan)
Net profit attributable to
shareholders of listed 5,460,610.06 284,605,173.95 -98.08%
company (RMB Yuan)
Net cash flow arising from
248,705,663.38 -386,088,186.93 -164.42%
operating activities (RMB
1
Yuan)
Net cash flow per share
arising from operating 0.4173 -0.6478 -164.42%
activities (RMB Yuan/share)
Basic earnings per share
0.0092 0.4775 -98.07%
(RMB Yuan/share)
Diluted earnings per share
0.0092 0.4775 -98.07%
(RMB Yuan/share)
Weighted average return on
0.48% 27.99% -27.51%
equity (%)
Weighted average return on
equity after deducting
0.44% 27.98% -27.54%
extraordinary gains and
losses (%)
Items of extraordinary gains and losses
√Applicable □Non-applicable
Unit: RMB Yuan
From the year-begin to the
Items of extraordinary gains and losses Notes (if applicable)
period-end
Gains on
subsidiaries’
Gains and losses on non-current asset disposal 528,285.00
disposing old
vehicles for renewal
Gains and losses on external entrustment loans 151,287.50
Other non-operating incomes and expenses than the
-30,371.22
above-mentioned
Income tax effects -140,346.25
Total 508,855.03 -
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 shareholders at the
50,140
period-end
Shares held by the top ten shareholders not subject to trading moratorium
Shares not subject to trading
Full name of shareholders Type of share
moratorium held at the period-end
SHENZHEN INTERNATIONAL
TRADE CENTER PROPERTY 2,514,781 RMB common shares
MANAGEMENT COMPANY
Domestically listed foreign
ZENG YING 1,750,000
shares
2
CLIENT CREDIT TRANSACTION
GUARANTEE SECURITIES
1,060,000 RMB common shares
ACCOUNT OF GUOYUAN
SECURITIES CO., LTD.
Domestically listed foreign
ZHOU YONGHONG 781,633
shares
XU GUOXING 762,600 RMB common shares
Domestically listed foreign
ZHENG HENG 702,800
shares
LONG KEYI 679,700 RMB common shares
Domestically listed foreign
LIU LIAOYUAN 641,900
shares
GUOTAI JUNAN SECURITIES Domestically listed foreign
523,804
(HONGKONG) LIMITED shares
Domestically listed foreign
WENG ZHENGWEN 516,700
shares
§3 Significant Events
3.1 Significant changes in major accounting data, financial highlights and reasons for these changes.
√Applicable □Non-applicable
1. Other receivables stood at RMB 12,724,140.79 at the period-end, up 280.17% over the
year-begin, which was mainly because subsidiaries paid more outstanding water and electricity
charges and other expenses for others.
2. Accounts received in advance stood at RMB 519,252,897.14 at the period-end, up 148.86% over
the year-begin, which was mainly because property payments received in advance due to the
projects on sale increased.
3. Non-current liabilities due within one year stood at RMB 7,486,584.91 at the period-end, down
96.57% over the year-begin, which was mainly because some debts were paid upon maturity.
4. Long-term borrowings stood at RMB 30,616,666.65 at the period-end, up 317.50% over the
year-begin, which was mainly because subsidiaries secured more borrowings.
5. Operating revenue for the reporting period stood at RMB 122,683,018.94, down 87.45% over the
same period of last year, which was mainly because in the same period of last year, the
PRDShengang No. 1 project reached the conditions for income carry-forward and accumulative
sales realized in the same period of last year and previous years were collectively settled in the
same period of last year, while the total area eligible for settlement in the reporting period
decreased considerably as compared with the same period of last year.
6. Operating cost for the reporting period stood at RMB 83,328,784.36, down 68.78% over the
same period of last year, which was mainly because real estate projects that were eligible for
income carry-forward decreased.
7. Business tax and surtaxes for the reporting period stood at RMB 11,142,216.09, down 96.41%
over the same period of last year, which was mainly because real estate income deceased and the
corresponding business tax and VAT also decreased.
8. Selling expense for the reporting period stood at RMB 2,811,219.62, up 33.47% over the same
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period of last year, which was mainly because projects on sale increased and marketing were
enhanced according to market changes, causing more marketing expense.
9. Financial expense for the reporting period stood at RMB -556,953.89, down 132.48% over the
same period of last year, which was mainly because interest capitalization increased.
10. Investment income for the reporting period stood at RMB 1,180,576.40, up 827.86% over the
same period of last year, which was mainly because joint ventures of the Company achieved more
earnings.
11. Investment gains on associates and joint ventures for the reporting period stood at RMB
1,029,288.90, up 708.96% over the same period of last year, which was mainly because the
Company’s joint venture Shenzhen ITC Tian’an Properties Co., Ltd. achieved more profits.
12. Net non-operating income for the reporting period stood at RMB 497,913.78, up 277.52% over
the same period of last year, which was mainly because subsidiaries achieved more income from
disposing old vehicles for renewal.
13. Income tax expense for the reporting period stood at RMB 997,654.48, down 98.92% over the
same period of last year, which was mainly because profit achieved by the subsidiary Shenzhen
Huangcheng Real Estate Co., Ltd. decreased considerably.
14. Operating profit, total profit and net profit for the reporting period stood at RMB 5,960,350.76,
RMB 6,458,264.54 and RMB 5,460,610.06 respectively, down 98.42%, 98.28% and 98.08%
respectively over the same period of last year, which was mainly because the real estate area
eligible for settlement decreased, causing a considerable year-on-year drop of the income carried
forward.
15. Net cash flows from operating activities from the year-begin to the period-end stood at RMB
248,705,663.38, up 164.42% over the same period of last year, which was mainly because property
sale generated more capital inflows in the reporting period and in the same period of last year, the
Company paid RMB 386 million for land in Yangzhou and taxes.
16. Net cash flows from investing activities from the year-begin to the period-end stood at RMB
-37,556.01, with the net outflows down 94.40% over the same period of last year, which was
mainly because subsidiaries renewed vehicles and disposed old ones, generating more income.
17. Net cash flows from financing activities from the year-begin to the period-end stood at RMB
-263,263,566.85, down 169.09% over the same period of last year, which was mainly because the
Company secured fewer borrowings and repaid more due borrowings.
3.2 Progress of significant events as well as their influence and solutions
3.2.1 Non-standard audit opinion
□Applicable √Inapplicable
3.2.2 The Company provides funds for the controlling shareholder or its related parties or provides
external guarantees in violation of the prescribed procedure
√Applicable □Inapplicable
A. There existed no such cases where the Company provided external guarantees for the controlling
shareholder or its related parties in violation of the prescribed procedure.
B. On 13 May 2011, the 32nd Session of the 6th Board of Directors of the Company reviewed and
passed the Proposal on Providing Entrust Loan to Shenxin Taxi Co., Ltd. For details, please refer to
the Public Notice on Resolutions of the Board Session on 16 May 2011. On 20 May 2011,
Shenzhen ITC Property Management Co., Ltd., the Company’s subsidiary, entrusted Shenzhen
4
Branch of Ping An Bank to provide entrust loan of RMB 9 million for Shenxin Taxi Co., Ltd., the
subsidiary of the Company’s controlling shareholder, with the expiry date as 20 May 2013 and
annual interest rate as 6.40%. In the reporting period, the loan brought interest income of RMB
352,000. The entrustment loan belongs to credit loan, which was used in operational turnover for
Shenxin Taxi Co., Ltd.. Shenxin Taxi Co., Ltd., of which the Company holds 100% swap-in equity,
is a swap-in enterprise after the Company made commitment on share merger reform and replaced
assets. As at the end of the reporting period, relevant transfer procedures are still in progress.
3.2.3 Significant contracts signed and executed concerning routine operation
□Applicable √Inapplicable
3.2.4 Other
√Applicable □Inapplicable
A. No new significant lawsuit or arbitration occurred in the reporting period. And no new progress
occurred in other significant lawsuits and arbitrations disclosed before.
B. On 17 Feb. 2012, the Proposal on Engaging Vice GM was reviewed and approved at the 6th
Session of the 7th Board of Directors, engaging Mr. Fan Weiping, company secretary, to take a
concurrent post as vice GM of the Company. For more details, see the announcement on resolutions
made at the board session disclosed on Securities Times, Ta Kung Pao and http://cninfo.com.cn
dated 20 Feb. 2012.
C. During the reporting period, the Company continued to proactively carried forward internal
control improvement and progress made during the reporting period is detailed as follows: Firstly,
the Company carried out a preliminary rectification according to the internal control defect
rectification plan, covering the Company, Shenzhen Huacheng Real Estate Co., Ltd. and Shenzhen
International Trade Center Property Management Company. Secondly, it carried out supplementary
tests upon the rectification results. Finally, the scope, schedule and work division for the internal
control self-evaluation were determined. The Company will implement the Basic Norms for
Internal Control of Enterprises and its mating guidance, accelerate formulation and improvement of
the internal control rules, and steadily push forward the implementation of internal control
improvement.
3.3 Commitments made by the Company, its shareholders and actual controller
Commitments made by the Company, its directors, supervisors, senior executives, shareholders
holding over 5% of the Company’s shares, actual controller and other related parties in the reporting
period, or such commitments carried down into the reporting period
√Applicable □Inapplicable
Commitment
Commitment Contents Fulfillment
maker
1. The Company’s non-tradable share holders 1. Up to the disclosure date of this report,
Shenzhen Construction Holdings and Investment Management Construction Holdings and Investment
Commitment Investment Company made a common commitment to abide by Management Company have not sold the
made in a share Holdings Co., laws, regulations and rules and perform prescribed shares of the Company.
reform Ltd. (Investment commitment duties. And they also made special 2. (1) Up to the disclosure date of this
Holdings) commitments as follows: Non-tradable shares held report, Investment Holdings have not sold
by Construction Holdings and Investment the shares of the Company that are actually
5
Management Company would not be traded or controlled by it. (2) To fulfill the
transferred within 36 months since they acquired commitment, the Company and Investment
right of trade. After expiration of the aforesaid Holdings jointly planned to start relevant
commitment, originally non-tradable shares sold matters. On 17 Sept. 2010, the Company
through the listing and trading system on the disclosed Public Notice on Fulfilling Share
Shenzhen Stock Exchange should not exceed 5 Merger Reform Commitments and
percents of total shares of the Company within 12 Implementing Significant Assets
months, as well as not exceed 10 percents within 24 Replacement (Significant Related
months. In case these companies acted against the Transactions), which was approved at the 1st
above commitment and sold shares of the Company, Special Shareholders’ General Meeting in
the income from sales of the shares would belong to 2010. For details, please refer to the
the Company. Company’s Public Notice on Resolutions of
2. Investment Holdings made a commitment to the 1st Special Shareholders’ General
abide by laws, regulations and rules and perform Meeting in 2010 dated 14 Oct. 2010. In
prescribed commitment duties. And it also made Nov. 2009, Investment Holdings had
special commitments as follows: (1) Non-tradable applied to the China Securities Depository
shares held by Investment Holdings would not be and Clearing Corporation Limited Shenzhen
traded or transferred within 36 months since they Branch for freezing 30 million shares of the
acquired right of trade. After expiration of the Company that are actually controlled by its
aforesaid commitment, originally non-tradable and are registered under the name of
shares sold through the listing and trading system Construction Holdings; By now, those
on the Shenzhen Stock Exchange should not exceed shares have been unfrozen due to expiration
5 percents of total shares of the Company within 12 of the freezing period. (3) On 18 Mar. 2010,
months, as well as not exceed 10 percents within 24 the Company convened the Annual
months. In case these companies acted against the Shareholders’ General Meeting for Y2009,
above commitment and sold shares of the Company, which reviewed and approved the Proposal
the income from sales of the shares would belong to on Applying Entrusted Loan from
the Company. (2) Within one year since the Controlling Shareholder. The Shareholders’
non-tradable shares held by Construction Holdings General Meeting authorized the Company
and Investment Management Company controlled Board to deal with events including signing
by Investment Holdings acquired the right of of agreement concerning the entrusted loan
trading, Investment Holdings will start up capital of no less than RMB 500 million, loan
injection to the Company, that is, Investment extension, grant of new loan for repaying
Holdings will inject legitimate capital no less than old loan, and loan repayment basing on the
RMB 500 million including land resource in lump Company’s actual needs and the negotiation
sum or in batches by replace or other legitimate with Investment Holdings and relevant
way, will increase land reserves of the Company banks. For details, please refer to the
and enhance profitability in the future. In case the Company’s Public Notice on Resolutions of
aforesaid capital failed to start completely within the Annual Shareholders’ General Meeting
one year, Investment Holdings will compensate for Y2009 dated 19 Mar. 2010. On 28 Dec.
20% of reorganization capital failing to start to the 2010, with China Everbright Bank
Company within 30 days when expiration of 1 year, Shenzhen Jingtian Sub-branch as the
and continued to implement the capital injection trustee, Investment Holdings provided
which had been started. As for the capital injection entrusted loan of RMB 10 million to the
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failing to start, Investment Holdings will not Company’s subsidiary Shenzhen ITC
implement. Note: Startup of capital injection means Vehicles Industry Co., Ltd.; From the
capital injection program has been reviewed and period-end to the disclosure date of this
approved by the Shareholders’ General Meeting of report, Investment Holdings provided
the Company. Investment Holdings was willing to entrusted loan of RMB 490 million to the
entrust China Securities Depository and Clearing Company. (4) The implementation of the
Corporation Limited Shenzhen Branch to freeze 30 said commitment depends on the net profit
million shares of the Company, which was under as of year 2012.
name of Shenzhen Construction Investment
Holdings Co. and actually controlled by Shenzhen
Investment Holdings Co., Ltd., as guarantee for the
above commitment. (3) Within 24 months since
non-tradable shares held by Construction Holdings
and Investment Management Company controlled
by Investment Holdings acquired right to trade,
Investment Holdings 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
Shenzhen Investment Management 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 Construction Investment
Holdings and Shenzhen Investment Management
Co., Ltd. controlled by Shenzhen Investment
Holdings 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,
Investment Holdings will make up balance of net
profit between the year and 2009 with cash.
Commitment
made in an
acquisition
N/A N/A N/A
report or an
equity change
report
Commitment N/A N/A N/A
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made in
significant asset
reorganization
Commitment
made in N/A N/A N/A
issuance
Other
commitments
(including N/A N/A N/A
supplementary
ones)
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 performance
Significant decrease at the same direction
forecast
From the year-begin to the
Same period of last
end of the next reporting Increase/decrease (%)
year
period
Estimated accumulative net - -
1,000.00 6,000.00 29,969.00 Decrease 79.98% 96.66%
profit (RMB Ten thousand) - -
Basic EPS (RMB - -
0.0168 0.1007 0.5029 Decrease 79.98% 96.66%
Yuan/share) - -
Reason for sharp change in business performance: In the same period of last year, the
PRDShengang No. 1 project reached the conditions for income carry-forward and accumulative
sales realized in the same period of last year and previous years were collectively settled in the same
Explanation on performance period of last year, while the total area eligible for settlement in the reporting period decreased
forecast considerably as compared with the same period of last year.
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 1 st half year
of 2012, data in Semi-annual Report 2012 shall prevail.
3.5 Other significant events that need to be explained
3.5.1 Securities investment
□Applicable √Inapplicable
3.5.2 Reception of researches, interviews and visits in the reporting period
Way of Type of Main discussion and materials
Time Place Visitor
reception visitor provided by the Company
Office of the
Individual When will the construction of
15 Feb. 2012 Company’s Board By phone Individual
shareholder the Qianhai project start?
of Directors
16 Feb. 2012 Office of the By phone Individual Individual Progress on equity transfer of
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Company’s Board shareholder Shenxin Company
of Directors
Office of the
Individual Did the Company have any
2 Mar. 2012 Company’s Board By phone Individual
shareholder project outside Shenzhen?
of Directors
3.6 Derivatives investment
□Applicable √Inapplicable
3.6.1 Positions of derivatives investment held at the end of the reporting period
□Applicable √Inapplicable
9
