Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
Stock code: 000011, 200011 Stock abbreviation: SWYA, SWYB Announcement No.: 2013-10
SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD.
ABSTRACT OF THE REPORT FOR THE FIRST QUARTER OF 2013
1
Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
Section I. Important Reminders
The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of
Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as “the Company”) warrant
that the information carried in this report is factual, accurate and complete, without any false record, misleading
statement or material omission. And they shall be jointly and severally liable for that.
Chen Yugang, company principal, Wang Hangjun, chief of the accounting work, and Shen Xueying, chief of the
accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are
factual, accurate and complete.
All directors have attended the board session for reviewing this report.
This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions,
the Chinese version shall prevail.
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Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
Section II. Financial Highlights & Change of Shareholders
I. Financial highlights
Does the Company adjust retrospectively or restate any accounting data of previous years?
□ Yes √ No
Jan.-Mar. 2013 Jan.-Mar. 2012 +/- (%)
Operating revenues (RMB Yuan) 876,432,175.84 127,849,357.00 585.52%
Net profit attributable to shareholders of
236,360,598.97 6,499,517.04 3,536.59%
the Company (RMB Yuan)
Net profit attributable to shareholders of
the Company after extraordinary gains and 236,147,522.85 4,951,755.03 4,668.97%
losses (RMB Yuan)
Net cash flows from operating activities
94,342,037.44 250,623,233.04 -62.36%
(RMB Yuan)
Basic EPS (RMB Yuan/share) 0.3966 0.0109 3,538.53%
Diluted EPS (RMB Yuan/share) 0.3966 0.0109 3,538.53%
Weighted average ROE (%) 14.58% 0.57% 14.01%
31 Mar. 2013 31 Dec. 2012 +/- (%)
Total assets (RMB Yuan) 3,630,287,596.05 4,006,705,938.73 -9.39%
Net assets attributable to shareholders of
1,739,477,277.31 1,502,852,915.53 15.75%
the Company (RMB Yuan)
Items and amounts of extraordinary gains and losses
√ Applicable □ Inapplicable
Unit: RMB Yuan
Item 1 Jan. 2013-31 Mar. 2013 Explanation
Gain/loss on the disposal of non-current assets (including the
-2,187.01
offset part of the asset impairment provisions)
Non-operating income and expense other than the above 159,838.38
Income tax effects -55,424.75
Total 213,076.12 --
II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders
Unit: share
Total number of shareholders at the
45,005
period-end
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Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
Shareholdings of top 10 shareholders
Number of Pledged or frozen shares
Name of Nature of Shareholding Total shares held
restricted shares
shareholder shareholder percentage (%) at the period-end Status of shares Number of shares
held
SHENZHEN
CONSTRUCTIO
N State-owned
54.33% 323,783,371 293,984,417
INVESTMENT corporation
HOLDINGS
COMPANY
SHENZHEN
INVESTMENT State-owned
9.49% 56,582,573 56,582,573
MANAGEMENT corporation
CORPORATION
SHENZHEN
GUO MAO
CENTER State-owned
0.42% 2,514,781 0
PROPERTY corporation
MANAGERME
NT COMPANY
GUOSEN
SECURITIES-C
LIENT CREDIT
Domestic
COLLATERAL
non-state-owned 0.32% 1,907,245 0
SECURITIES
corporation
TRADING
ACCOUNT
SHENZHEN
Domestic
DUTY-FREE
non-state-owned 0.29% 1,730,300 1,730,300
COMMODITY
corporation
CO., LTD.
Domestic natural
LONG KEYI 0.23% 1,348,500 0
person
CHINA
MERCHANTS
SECURITIES-C Domestic
LIENT CREDIT non-state-owned 0.19% 1,126,829 0
COLLATERAL corporation
SECURITIES
TRADING
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Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
ACCOUNT
Domestic natural
CHEN LIYING 0.17% 1,007,151 0
person
GUOTAI
JUNAN
Foreign
SECURITIES(H 0.16% 945,604 0
corporation
ONGKONG)
LIMITED
GUOTAI
JUNAN
SECURITIES
CO., LTD.
CLIENT Domestic
CREDIT non-state-owned 0.12% 741,623 0
COLLATERAL corporation
SECURITIES
TRADING
ACCOUNT
Shareholdings of top 10 non-restricted shareholders
Variety of shares
Name of shareholder Number of non-restricted shares held
Variety Number
SHENZHEN CONSTRUCTION
RMB ordinary
INVESTMENT HOLDINGS 29,798,954 29,798,954
shares
COMPANY
SHENZHEN GUO MAO CENTER
RMB ordinary
PROPERTY MANAGERMENT 2,514,781 2,514,781
shares
COMPANY
GUOSEN SECURITIES-CLIENT
CREDIT COLLATERAL RMB ordinary
1,907,245 1,907,245
SECURITIES TRADING shares
ACCOUNT
RMB ordinary
LONG KEYI 1,348,500 1,348,500
shares
CHINA MERCHANTS
SECURITIES-CLIENT CREDIT
RMB ordinary
COLLATERAL SECURITIES 1,126,829 1,126,829
shares
TRADING ACCOUNT
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Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
Domestically
CHEN LIYING 1,007,151 listed foreign 1,007,151
shares
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 945,604 listed foreign 945,604
LIMITED shares
GUOTAI JUNAN SECURITIES
CO., LTD. CLIENT CREDIT
RMB ordinary
COLLATERAL SECURITIES 741,623 741,623
shares
TRADING ACCOUNT
RMB ordinary
SUN YIWEI 706,200 706,200
shares
RMB ordinary
WEN QIMIN 675,750 675,750
shares
The first and second principal shareholders of the Company are managed by Shenzhen
Explanation on associated
Investment Holding Corporation, the actual controlling shareholder of the Company. The
relationship or persons acting in
third shareholder is the wholly-owned subsidiary company indirectly controlled by the
concert among the above-mentioned
Company. Except for these, the Company is not aware of whether there exists associated
shareholders
relationship or concerted action among the other seven shareholders.
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Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
Section III. Significant Events
I. Significant changes of the major accounting statement items and financial indicators for the
reporting period, as well as the reasons for these changes
1. Prepayments stood at RMB 27,036,496.12, down 58.22% over the year-begin, which was mainly because some
projects were carried over upon satisfaction of the carry-over conditions and the formerly prepaid taxes and fares
were transferred to the item of taxes and fares payable.
2. Other receivables stood at RMB 10,542,828.06, up 65.46% over the year-begin, which was mainly because the
temporarily unsettled electricity and water charges paid by the subsidiaries on behalf of others increased.
3. Short-term borrowings stood at RMB 120,000,000.00, down 66.67% over the year-begin, which was mainly
because mature loans were repaid.
4. Accounts received in advance stood at RMB 147,707,818.55, down 78.22% over the year-begin, which was
mainly because the advances from house buyers were carried over upon satisfaction of the carry-over conditions.
5. Long-term borrowings stood at RMB 25,635,802.97, up 32.71% over the year-begin, which was mainly
because the borrowings secured by subsidiaries increased.
6. Deferred income tax liabilities stood at RMB 0.00, down 10.00% over the year-begin, which was mainly
because some projects were carried over upon satisfaction of the carry-over conditions and the taxable difference
decreased.
7. Retained profit stood at RMB 982,451,773.77, up 31.68% over the year-begin, which was mainly because the
Company achieved profit.
8. Operating revenues stood at RMB 876,432,175.84, up 585.52% over the same period of last year, which was
mainly because the settled projects and the sales income generated by the projects both increased.
9. Operating costs stood at RMB 349,454,161.89, up 309.19% over the same period of last year, which was
mainly because the carried-over area of real estate projects increased.
10. Business taxes and surtaxes stood at RMB 190,690,106.03, up 1586.13% over the same period of last year,
which was mainly because the business tax, land VAT and some other taxes and fares increased due to the
increased real estate income.
11. Financial expenses stood at RMB -2,062,675.50, down 280.76% over the same period of last year, which was
mainly because the interest income increased.
12. Investment gains stood at RMB 1,641,004.15, up 59.43% over the same period of last year, which was mainly
because the profit from joint ventures increased.
13. Investment gains on associates and joint ventures stood at RMB 1,641,004.15, up 59.43% over the same
period of last year, which was mainly because the profit from the joint venture Shenzhen GUOMAO Tian’an
Properties Co., Ltd. increased.
14. Net non-operating income/expense stood at RMB 157,651.37, down 68.34% over the same period of last year,
which was mainly because in the same period of last year, subsidiaries gained from renewing vehicles and
disposing old ones.
15. Income tax expenses stood at RMB 76,320,038.25, up 6268.73% over the same period of last year, which was
mainly because the profit increased sharply.
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Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
16. Operating profit, total profit and net profit (attributable to the Company) stood at RMB 312,522,985.85, RMB
312,680,637.22 and RMB 236,360,598.97 respectively, up 4520.96%, 4206.26% and 3536.59% respectively over
the same period of last year, which was mainly because the available-for-settlement area of the projects increased
and the carried-over income increased sharply.
17. Net cash flows from operating activities stood at RMB 94,342,037.44, down 62.36% over the same period of
last year, which was mainly because the capital inflows from sale of houses decreased and the project input
increased.
18. Net cash flows from investing activities stood at RMB -1,242,000.30, with the net outflows up 549.78% over
the same period of last year, which was mainly because in the reporting period, the cash paid to acquire fixed
assets increased and in the same period of last year, some capital inflows were generated from subsidiaries
renewing vehicles and disposing old ones.
19. Net increase in cash and cash equivalents stood at RMB -146,970,342.83, with the net outflows up 1045.34%
over the same period of last year, which was mainly because the capital inflows from sale of houses decreased and
the project input increased.
20. The closing balance of cash and cash equivalents stood at RMB 650,753,968.54, up 42.56% over the same
period of last year, which was mainly because the opening balance of cash and cash equivalents was RMB 328
million higher than that of the same period of last year.
II. Progress of significant events and analysis & explanations on their influence and solutions
No new significant lawsuit or arbitration during the reporting period
III. Commitments made by the Company or any shareholder with a shareholding over 5% in
the reporting period or such commitments carried down into the reporting period
Commitment
Commitment Contents Fulfillment
maker
1. The Company’s non-tradable share holders 1. Up to the date of public notice,
Construction Holdings and Investment Construction Holdings and Investment
Management Company made a common Holdings never sold shares of the
commitment to abide by laws, regulations and Company.
rules and perform prescribed commitment duties. 2.
And they also made special commitments as (1) Up to the date of public notice,
Shenzhen follows: Investment Holdings never sold shares of
Commitments made Investment Non-tradable shares held by Construction the Company actually controlled.
in a share reform Holdings Co., Holdings and Investment Management Company (2) In order to implement the
Ltd. would not be traded or transferred within 36 commitment, the Company prepared to
months since they acquired right of trade. After start the relevant affairs together with
expiration of the aforesaid commitment, Investment Holdings, and disclosed the
originally non-tradable shares sold through the Public Notice on Implementation of
listing and trading system on the Shenzhen Stock Commitment of Share Merger Reform on
Exchange should not exceed 5 percents of total Assets Replacement and Significant
shares of the Company within 12 months, as well Related Transaction, which was reviewed
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Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
as not exceed 10 percents within 24 months. In and approved at the First Special
case these companies acted against the above Shareholders’ General Meeting for 2010,
commitment and sold shares of the Company, the for details, please refer to Public Notice on
income from sales of the shares would belong to Resolutions of the First Special
the Company. Shareholders’ General Meeting for 2010;
2. Investment Holdings made a commitment to Investment Holdings has applied to
abide by laws, regulations and rules and perform Shenzhen Branch of China Securities
prescribed commitment duties. And it also made Depository and Clearing Corporation
special commitments as follows: Limited for freezing its actual controlled
(1) Non-tradable shares held by Investment 30 million shares of the Company under
Holdings would not be traded or transferred the name of Construction Holdings, now
within 36 months since they acquired right of the frozen period is due and the frozen
trade. After expiration of the aforesaid shares has been released.
commitment, originally non-tradable shares sold (3) On 18 Mar. 2010, the Company held
through the listing and trading system on the the Annual Shareholders’ General Meeting
Shenzhen Stock Exchange should not exceed 5 2009, at which reviewed and approved
percents of total shares of the Company within 12 Proposal on Application of Entrust Loan
months, as well as not exceed 10 percents within from Controlling Shareholder. The
24 months. In case these companies acted against Shareholders’ General Meeting authorized
the above commitment and sold shares of the the Board of Directors of the Company to
Company, the income from sales of the shares deal with signature of entrusted loan
would belong to the Company. agreement, renewal of loan, borrow a new
(2) Within one year since the non-tradable shares loan to repay old within RMB 500 million
held by Construction Holdings and Investment according to actual need of operation and
Management Company controlled by Investment based on negotiation with Investment
Holdings acquired the right of trading, Shenzhen Holdings and relevant banks. For details,
Investment Holdings Co., Ltd will start up capital please refer to Public Notice on the
injection to the Company, that is, Shenzhen Resolutions of Annual Shareholders’
Investment Holdings Co., Ltd will inject General Meeting on 19 Mar. 2010. On 28
legitimate capital no less than RMB 500 million Dec. 2010, Investment Holdings entrusted
including land resource in lump sum or in batches Shenzhen Jingtian Sub-branch of China
by replace or other legitimate way, will increase Everbright Bank to provide entrust loan of
land reserves of the Company and enhance RMB 10 million for the Company’s
profitability in the future. In case the aforesaid subsidiary Shenzhen ITC Vehicle Industry
capital failed to start completely within one year, Co., Ltd.; from the end of report period to
Shenzhen Investment Holdings Co., Ltd will the date of the public notice, Investment
compensate 20% of reorganization capital failing Holdings has provided entrust loan of
to start to the Company within 30 days when RMB 490 million for the Company.
expiration of 1 year, and continued to implement (4) Up to the end of the reporting period,
the capital injection which had been started. As the commitment had been completed.
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
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Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
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
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 up balance of net profit between the year
and 2009 with cash.
Commitments made
in an acquisition
Naught Naught Naught
report or report on
equity changes
Commitments made Naught Naught Naught
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Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
in significant asset
reorganization
Commitments made
Naught Naught Naught
in share issuance
Other commitments
(including Naught Naught Naught
supplementary ones)
Up to the end of the reporting period, the commitments made by the controlling shareholder Shenzhen Investment
Holdings Co., Ltd. had all been completed in time.
IV. Predict the operating results of Jan.-Jun. 2013
Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the
next reporting period according to prediction, as well as explanations on the reasons:
√ Applicable □ Inapplicable
Prediction: significant increase in the same direction
Type of the predicted data: interval data
Jan.-Jun. 2013 Jan.-Jun. 2012 +/- (%)
Predicted accumulative net
27,000 -- 30,000 9,841 Up 174% -- 205%
profit (RMB Ten thousand)
Basic EPS (RMB Yuan/share) 0.453 -- 0.5034 0.1651 Up 174% -- 205%
Reason for the considerable fluctuation of the business results: The available-for-settlement projects
and the sales income achieved both increased over the same period of last year. The “SZPRD
Caitianyise” Project satisfied the conditions for carrying over into income in the reporting period.
The part that could be carried over into income was mostly settled in the reporting period, resulting
Explanation about the
in a considerable increase in the total available-for-settlement area in the reporting period. The
predictions
aforesaid estimate was preliminary measurement given by the Company according to the current
sales situation of real estate projects. Investors are kindly reminded to be noted that the actual
earnings of the Company for Jan.-Jun. 2013 shall be subject to data disclosed in the Company’s
2013 Semi-annual Report.
V. Securities investments
Sharehold Sharehold Gain/loss
Initial Number Number Closing
ing ing for
investmen of shares of shares book
Variety of Code of Name of percentag percentag reporting Accounti Source of
t cost held at held at value
securities securities securities e at e at period ng title securities
(RMB period-be period-en (RMB
period-be period-en (RMB
Yuan) gin d Yuan)
gin d Yuan)
Total 0.00 0 -- 0 -- 0.00 0.00 -- --
Explain shareholdings in other listed companies:
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Shenzhen Properties & Resources Development (Group) Ltd.
Abstract of the Report for the First Quarter of 2013
Shareholdings in other listed companies:
Shareholdi Gain/loss for Change of
Code of Name of Initial investment Closing book value Accounting Source of
ng in the reporting period owners’ equity in
securities securities cost (RMB Yuan) (RMB Yuan) title securities
investee (RMB Yuan) reporting period
000509 S*STHS 2,962,500.00 0.33% 802,199.55 0.00 0.00 Long-term Directional
equity purchase of
investment corporate
shares
Total 2,962,500.00 - 802,199.55 0.00 0.00
VI. Derivative investments
Derivative investments held at period-end:
□ Applicable √ Inapplicable
VII. 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
Investor interaction The Company’s land in
8 Jan. 2013 Online reply Individual Investor
platform Qianhai?
Would the Company benefit
Investor interaction
23 Jan. 2013 Online reply Individual Investor from the land reform of
platform
Shenzhen?
Investor interaction The Company’s land
24 Jan. 2013 Online reply Individual Investor
platform reserve?
BOD Office of the
20 Mar. 2013 By phone Individual Investor Project progress?
Company
BOD Office of the Market expansion plan and
2 Apr. 2013 By phone Individual Investor
Company progress?
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