意见反馈 手机随时随地看行情

公司公告

深物业B:2012年半年度报告摘要(英文版)2012-08-22  

						                   Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



                       SHENZHEN PROPERTIES & RESOURCES
                           DEVELOPMENT (GROUP) LTD.

               ABSTRACT OF THE SEMI-ANNUAL REPORT 2012


                                            I. Important Notes


The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives of the Company
guarantee that there are no false information, misleading statements or material omissions carried in this report
and will take all responsibilities, individual and/or joint, for authenticity, accuracy and integrality of the whole
contents of this report.
All directors attended the board session for reviewing this report.
The financial report for the first half of 2012 has not been audited by a CPA firm.
Mr. Chen Yugang, company principal, Mr. Wang Hangjun, head of the accounting work, and Ms. Shen Xueying,
head of the accounting division (head of accounting) hereby guarantee that the Financial Statements enclosed in
this report are true and complete.


                                           II. Company Profile


(I)Basic information

A-share abbreviation                    SWYA
A-share code                            000011
Stock exchange listed with              Shenzhen Stock Exchange
                                                    Company Secretary                 Securities Affairs Representative
Name                                    Fan Weiping                              Qian Zhong, Huang Fengchun
                                        42/F, International Trade Center, Renmin 42/F, International Trade Center, Renmin
Contact address                         South Road, Shenzhen                     South Road, Shenzhen
Tel.                                    0755-82211020                            0755-82211020
Fax                                     0755-82210610, 82212043                  0755-82210610, 82212043

                                        000011touzizhe@163.com                   000011touzizhe@163.com
E-mail


(II)Financial highlights

1. Major accounting data and financial indexes

Any retrospective adjustment in previous financial statements?
√ Yes □ No
                                                                  31 Dec. 2011                   Increase/decrease (%)
                                     30 Jun. 2012
                                                      Before adjustment   After adjustment         After adjustment




                                                                                                                            1
                    Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



Total assets (RMB Yuan)                 3,645,866,926.15      3,499,608,314.21    3,526,566,922.95                           3.38%
Owners’ equity attributable to
shareholders of the Company (RMB        1,225,901,242.51      1,130,243,873.92    1,141,461,317.97                            7.4%
Yuan)
Share capital (share)                     595,979,092.00           595,979,092     595,979,092.00                               0%
Net assets per share attributable to
shareholders of the Company (RMB                     2.057              1.8964              1.9153                            7.4%
Yuan/share)
Liability/asset ratio(%)                       66.35%                67.68%              67.61%                            -1.26%
                                                                        Jan.-Jun. 2011                 Increase/decrease (%)
       Major accounting data            Jan.-Jun. 2012
                                                             Before adjustment   After adjustment         After adjustment
Gross operating revenues (RMB
                                          622,922,900.92      1,146,591,748.07    1,155,786,058.07                           -46.1%
Yuan)
Operating profit (RMB Yuan)               126,557,866.82        396,042,594.95     398,072,511.56                        -68.21%
Total profit (RMB Yuan)                   126,064,094.20        396,114,375.04     398,183,283.09                        -68.34%
Net     profit     attributable to
shareholders of the Company (RMB           98,322,285.31        299,688,854.39     301,444,084.10                        -67.38%
Yuan)
Net      profit   attributable to
shareholders of the Company after
                                           90,864,488.27        298,838,849.27     298,838,849.27                        -69.59%
deducting non-recurring gains and
losses (RMB Yuan)
Basic EPS (RMB Yuan/share)                           0.165              0.5029              0.5058                       -67.38%
Diluted EPS (RMB Yuan/share)                         0.165              0.5029              0.5058                       -67.38%
Weighted average ROE (%)                             8.31%             29.28%              29.21%                            -20.9%
Weighted average ROE after
deducting non-recurring gains and                    7.68%             29.19%              28.95%                        -21.27%
losses (%)
Net cash flow from operating
                                          336,111,486.60       -442,971,012.62     -439,366,561.71                        176.5%
activities (RMB Yuan)
Net cash flow per share from
operating activities (RMB                            0.564             -0.7433             -0.7372                        176.5%
Yuan/share)
Notes to major accounting data and financial indexes before the end of the reporting period (Please give notes if
there is any retrospective adjustment):
The Company fulfilled its share reform commitment and exchanged assets with its controlling shareholder.
Among the exchanges, the Company exchanged in 100% equity interests of Shenzhen Shenxin Taxi Co., Ltd.,
which was a business combination under the same control completed in the reporting period. According to
relevant rules, the Company retrospectively adjusted the data as at the end of last year and as of the same period of
last year. For details, see Note (IV) to the Financial Statements.

2. Items of non-recurring gains and losses

√Applicable □Inapplicable
                             Items                             Jan.-Jun. 2012 (RMB Yuan)                  Notes
                                                                                         “Gains and losses on disposal of
                                                                                         non-current assets, including the amount
                                                                                         offsetting    the    asset    impairment
Gains and losses on disposal of non-current assets                          9,553,219.61
                                                                                         provisions” referred to gains and losses
                                                                                         on disposal of fixed assets and investing
                                                                                         properties.
Tax rebate, reduction or exemption due to un-authorized
approval or the lack of formal approval documents
Government grants recognized in the current year, except



                                                                                                                                      2
                    Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


for those acquired in the ordinary course of business or
granted at certain quotas or amounts according to the
country’s unified standards
Capital occupation fees received from non-financial
enterprises that are included in current gains and losses
Gains generated when the investment costs of the
Company’s acquiring subsidiaries, associates and joint
ventures are less than the fair value of identifiable net assets
in the investees attributable to the Company in the
acquisition of the investments
                                                                                  “Exchange gains and losses of
                                                                                  non-monetary assets” referred to the
                                                                                  transfer taxes and fares arising from the
Exchange gains and losses of non-monetary assets                    -2,348,164.39
                                                                                  asset exchanges carried out between the
                                                                                  Company and its controlling shareholder
                                                                                  due to the share reform commitment.
Gains and losses through entrusting others to invest or
manage assets
Various asset impairment provisions due to acts of God such
as natural disasters
Gains and losses on debt restructuring
Enterprise reorganization expenses, such as expenses on
employee settlement and integration
Gains and losses on the parts exceeding the fair value when
prices of transactions become unfair
                                                                                  “Net current gains and losses from the
                                                                                  period-begin to the combination date of
                                                                                  subsidiaries     due     to     business
                                                                                  combinations under the same control”
                                                                                  mainly referred to net gains and losses
Net current gains and losses from the period-begin to the
                                                                                  (including reversed interest on internal
combination date of subsidiaries due to business                     1,912,516.93
                                                                                  entrustment loans) for Jan.-May 2012 of
combinations under the same control
                                                                                  the 100% equity interests of Shenzhen
                                                                                  Shenxin Taxi Co., Ltd. obtained by the
                                                                                  Company under the same control. For
                                                                                  details, see Note (IV) to the Financial
                                                                                  Statements.
Gains and losses on contingent matters which are irrelevant
to the normal operation of the Company
Gains and losses on fair value changes of transactional
financial assets and liabilities, and investment gains on
disposal of transactional financial assets and liabilities and
available-for-sale financial assets, except for the effective
hedging business related to the Company’s normal operation
                                                                                  “Reversal of impairment provisions for
                                                                                  accounts receivable which are separately
                                                                                  tested for impairment signs” mainly
Reversal of impairment provisions for accounts receivable
                                                                       400,330.00 referred to the reversal of impairment
which are separately tested for impairment signs
                                                                                  provisions for the reporting period. For
                                                                                  details, see Note (V) 4 to the Financial
                                                                                  Statements.
Gains and losses on entrustment loans from external parties
Gains and losses on fair value changes of investing
properties for which the fair value method is adopted for
subsequent measurement
Current gain and loss effect due to a just-for-once
adjustment to current gains and losses according to
requirements of taxation and accounting laws and
regulations
Custodian fee income from entrusted operations with the



                                                                                                                              3
                     Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


Company
Other non-operating incomes and expenses besides the
                                                                         366,847.16
items above
Other gain and loss items that meet the definition of
non-recurring gains and losses
Minority interests effects
Income tax effects                                                    -2,426,952.27


Total                                                                  7,457,797.04                         --


3. Net profit and net asset differences between financial reports disclosed according to the international and
Chinese accounting standards respectively

□Applicable √Inapplicable

4. Net profit and net asset differences between financial reports disclosed according to the overseas and
Chinese accounting standards respectively

□Applicable √Inapplicable


    III. Changes in Share Capital and Particulars about Shareholders



(I)Changes in share capital
√Applicable □Inapplicable
                                 Before the change             Increase/decrease (+, -)                          After the change
                                                                      Capitalizat
                                                  Issuance              ion of
                                       Proportion            Bonus                                                         Proportio
                                Number            of new                public      Others       Subtotal    Number
                                          (%)                shares                                                          n (%)
                                                   shares              reserve
                                                                         fund
I. Shares subject to trading 383,219,1                                                                      383,219,1
                                              64.3%                                          0                                64.3%
moratorium                         64                                                                             64
1. State-owned shares
2.   State-owned        legal 380,287,4                                                                     380,365,9
                                            63.81%                                    78,515                                 63.82%
person shares                       29                                                                            44
3. Other domestic shares        2,931,735     0.49%                                   -78,515               2,853,220         0.48%
Including: Shares held by
                          2,403,735            0.4%                                   -30,130               2,373,605          0.4%
domestic legal persons
      Shares held          by
                                 528,000      0.09%                                   -48,385                    479,615      0.08%
domestic individuals
4. Shares held by overseas
shareholders
Including: Shares held by
overseas legal persons
       Shares held by
overseas individuals
5. Shares held by senior
management staff
II. Shares not subject to 212,759,9           35.7%                                                         212,759,9         35.7%




                                                                                                                                       4
                     Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


trading moratorium                   28                                                                               28
1.   Ordinary     shares 145,154,6                                                                             145,154,6
                                              24.36%                                                                       24.36%
denominated in RMB             85                                                                                    85
2. Domestically       listed 67,605,24                                                                         67,605,24
                                              11.34%                                                                        11.34%
foreign shares                       3                                                                                 3
3. Overseas listed foreign
shares
4. Others
                             595,979,0                                                                         595,979,0
III. Total shares                              100%                                                                          100%
                                 92.00                                                                             92.00


(II)Shares held by the top ten holders of tradable shares/shares not subject to trading
moratorium

Shares held by the top ten shareholders and the top ten shareholders holding tradable shares
Total number of shareholders                                                                                                49,135
Particulars about shares held by the top ten shareholders
                                                       Sharehold                                        Pledged or frozen shares
                                                                                       Number of
 Name of shareholder (full         Nature of              ing    Total shares held at
                                                                                      non-tradable                     Number of
          name)                   shareholder          percentag the period-end
                                                                                       shares held Status of shares      shares
                                                         e (%)
SHENZHEN
CONSTRUCTION
                               State-owned
INVESTMENT                                               54.33%        323,783,371     323,783,371                                 0
                               corporation
HOLDINGS
CORPORATION
SHENZHEN
INVESTMENT                     State-owned
                                                          9.49%         56,582,573      56,582,573                                 0
MANAGEMENT                     corporation
CORPORATION
SHENZHEN
INTERNATIONAL
TRADE       CENTER State-owned
                                                          0.42%          2,514,781               0                                 0
PROPERTY           corporation
MANAGEMENT
COMPANY
SHENZHEN   SPECIAL Domestic
ZONE     DUTY-FREE non-state-owned                        0.29%          1,730,300       1,730,300                                 0
COMMODITY CO.      corporation
                               Domestic      natural
LIU YUNDE                                                 0.14%            850,000               0                                 0
                               person
CLIENT         CREDIT
TRADING GUARANTEE Domestic
SECURITIES ACCOUNT non-state-owned                        0.13%            789,210               0                                 0
OF       CHANGJIANG corporation
SECURITIES CO., LTD.
                               Domestic      natural
ZHOU YONGHONG                                             0.13%            767,633               0                                 0
                               person
                               Domestic      natural
LIU LIAOYUAN                                              0.11%            641,900               0                                 0
                               person
                               Domestic      natural
LI ZHIXUAN                                                 0.1%            605,021               0                                 0
                               person
                               Domestic      natural
FENG JIANNING                                            0.097%            580,000               0                                 0
                               person
Particulars about shares held by the top ten shareholders holding tradable shares
               Name of shareholder                      Number of tradable shares              Type and number of shares



                                                                                                                                       5
                   Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


                                                              held                   Type                    Number
SHENZHEN   INTERNATIONAL TRADE
CENTER   PROPERTY    MANAGEMENT                                       2,514,781 A-share                                  2,514,781
COMPANY
LIU YUNDE                                                              850,000 A-share                                    850,000
CLIENT CREDIT TRADING GUARANTEE
SECURITIES ACCOUNT OF CHANGJIANG                                       789,210 A-share                                    789,210
SECURITIES CO., LTD.
ZHOU YONGHONG                                                          767,633 B-share                                    767,633
LIU LIAOYUAN                                                           641,900 B-share                                    641,900
                                                                                 A-share                                  605,021
LI ZHIXUAN                                                             605,021
                                                                                 A-share
ZHOU YONGHONG                                                          580,000 A-share                                    580,000
GUNTAI JUNAN SECURITIES(HONGKONG)
                                                                       538,204 B-share                                    538,204
LIMITED
LI HONGMAO                                                             513,720 A-share                                    513,720
CAO YONGHUI                                                            455,300 A-share                                    455,300
Explanation on associated relationship or/and
                                                 It was unknown whether there exists associated relationship among the
persons   acting   in     concert    among   the shareholders mentioned above.
above-mentioned shareholders


(III)Change of the controlling shareholder and the actual controller

□Applicable √Inapplicable


 IV. Particulars about Directors, Supervisors and Senior Management


(I)Shareholding changes of directors, supervisors and senior management

                                              Number of      Number of
                                                                                         Of which:     Number of
                               Number of         shares        shares     Number of
                                                                                        number of     stock options   Reason for
   Name        Office title   shares held at increased in   decreased in shares held at
                                                                                         restricted      held at       change
                              period-begin     reporting     reporting    period-end
                                                                                        shares held    period-end
                                                 period        period




                                    V. Report of the Board of Directors


(I)Main business lines classified by industries and products

                                                                                                                  Unit: RMB Yuan
                                           Main business lines classified by industries
                                                                           Increase/decrease Increase/decrease Increase/decrease
                        Operating                      Gross profit rate      of operating   of operating cost of gross profit
    Industry                           Operating cost
                         revenue                              (%)               revenue       compared with      rate compared
                                                                            compared with the same period        with the same



                                                                                                                                     6
                    Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


                                                                       the same period        last year (%)  period last year
                                                                         last year (%)                             (%)
Real estate          382,325,000.00   229,343,000.00            40.01%          -60.79%               -2.54%          -35.85%
Property leasing
                     143,665,000.00   112,733,000.00            21.53%              18.9%              9.13%             7.02%
and management
Taxi                  36,218,000.00    17,494,000.00            51.07%             -0.82%             -0.44%            -0.18%
                                          Main business lines classified by products
                                                                          Increase/decrease                   Increase/decrease
                                                                                            Increase/decrease
                                                                             of operating                       of gross profit
                                                                                            of operating cost
                       Operating                     Gross profit rate          revenue                         rate compared
       Product                        Operating cost                                          compared with
                        revenue                             (%)             compared with                       with the same
                                                                                             the same period
                                                                           the same period                     period last year
                                                                                               last year (%)
                                                                             last year (%)                            (%)


Explanation to the reasons for any significant year-on-year change of the gross profit rate:
Real estate income decreased mainly because a lot of funds from the pre-sale of the Shengang No. 1 project were
carried over to income for the same period of last year while real estate income meeting the carry-over conditions
decreased in the first half of the year. The gross profit rate for the real estate business showed a considerable drop
mainly because most of the real estate income for the first half of the year came from asset exchanges due to the
share reform commitment and the gross profit rates for these idle properties were low. The gross profit rate for the
property leasing and management business increased mainly because the leasing rate increased in the reporting
period and the leasing income increased as a result.

(II)Main business lines classified by regions

                                                                                                                  Unit: RMB Yuan
                                                                                      Increase/decrease compared with the same
                   Region                              Operating revenue
                                                                                                 period last year (%)
Shenzhen                                                             521,322,000.00
Other regions                                                         52,638,000.00


(III)Reasons for any significant change in main business and its structure

□Applicable √Inapplicable

(IV)Reasons of significant changes in profitability of main business (gross profit rate)
compared with that in the last year

□Applicable √Inapplicable

(V)Analysis on reasons of significant changes in profit breakdown compared with the last
year

□Applicable √Inapplicable

(VI)Particulars about utilization of the raised funds

1. Utilization of the raised funds

□Applicable √Inapplicable




                                                                                                                                  7
                   Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


2. Change of projects invested with raised funds

□Applicable √Inapplicable

(VII)Revision of the Board of Directors’ business plan for the second half of the year

□Applicable √Inapplicable

(VIII)Business performance estimate for Jan.-Sept. 2012

Warnings of estimated possible losses or major changes of the accumulative net profit achieved during the period
from the beginning of the year to the end of the next reporting period compared with the same period of last year,
as well as the reasons
√Applicable □Inapplicable
Type of the business performance forecast data
□ Exact number √ Interval number
                                                                Jan.-Sept.
                                     Jan.-Sept. 2012                                               +/-(%)
                                                                  2011
Estimated cumulative net
                                    14,000 --          16,000         30,924 □ -- □ Up √ Down        -54.73% --        -48.26%
profit (RMB Ten thousand)
Basic EPS (RMB Yuan/share)          0.2349 --          0.2685         0.5189 □ -- □ Up √ Down        -54.73% --        -48.26%
                              Reason for the great change in the business performance: In the same period of last year, the
                              “PRDShengang No. 1” project reached the income carry-over conditions and sales realized in
                              previous years or the same period of last year were all settled and recognized in the same period of
Notes to the business         last year while the total billable area for the reporting period decreased considerably over the same
performance forecast          period of last year. The 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.-Sept. 2012 shall be subject to data disclosed
                              in the Company’s Third Quarter Report for 2012.


(IX)Explanation of the Board of Directors on “Non-standard Auditing Report” issued by
the CPA firm for the reporting period

□Applicable √Inapplicable

(X)Explanation of the Board of Directors on changes and solutions of the issues involved in
the “Non-standard Auditing Report” issued by the CPA firm for last year

□Applicable √Inapplicable


                                            VI. Significant Events


(I)Purchase, sales and reorganization of assets

1. Purchase of assets

□Applicable √Inapplicable
Notes to purchase of assets:




                                                                                                                                      8
                    Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


2. Sale of assets

□Applicable √Inapplicable
Notes to sale of assets:


3. Progress of these events after the publication of the assets reorganization report or public notices on the
purchases or sales of assets, as well as the influences of these events on the operation results and financial
status of the Company in this reporting period


□Applicable √Inapplicable

(II)Guarantee events

□Applicable √Inapplicable

(III)Non-operating credits and liabilities with related parties

Was there any non-operating credit or liability with any related party?
√ Yes □ No
                                                                                                     Unit: RMB Ten thousand
                                        Funds provided by the Company for related     Funds provided by related parties for the
           Related party                                 parties                                    Company
                                         Incurred amount           Balance            Incurred amount             Balance
Shenzhen        Guomao      Tian’an
                                                                             570.59
Properties Co., Ltd
Anhui Nanpeng Papermaking Co.,
                                                        4.61                 772.38
Ltd
Shenzhen    Guomao         Industrial
                                                                             235.17
Development Co., Ltd.
Shenzhen Wufang Pottery           &
                                                                             174.73
Porcelain Industrial Co., Ltd
Shenzhen Investment Holdings Co.,
                                                                                                                       48,300.58
Ltd.
Shenzhen Wuye Jifa Warehouse Co.,
                                                                                                      250                1,804.58
Ltd.
Total                                                   4.61              1,752.87                    250              50,105.16
Of which, the funds provided by the Company for the controlling shareholder and its subsidiaries stood at RMB
0.00 for the reporting period, with the balance being RMB 0.00.

(IV)Significant lawsuits and arbitrations

□Applicable √Inapplicable

(V) Other significant events as well as analysis and explanations on their impact and
solutions

√Applicable □Inapplicable
1. On 19 Sep. 2010, for the purpose of fulfilling commitment of equity division reform, the Company signed
Agreement on Asset Replacement with its controlling shareholder, Shenzhen Investment Holdings Co., Ltd.



                                                                                                                                    9
                 Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


(hereinafter referred to as Investment Holdings). The Company swapped No. T102-0237 land in Moon Bay held
by Investment Holdings and 100% equity of Shenxin Taxi Co., Ltd. (hereinafter referred as Shenxin Taxi) with
part of properties (hereinafter referred as swap-out asset) held by the Company and its wholly-owned subsidiary
Shenzhen Huangcheng Real Estate Co., Ltd. (Equities after removing part of assets and liabilities of Shenxin Taxi
Co., Ltd. in accordance with STKH [2010] No. 103)
As at the end of the reporting period, the No. T102-0237 land in Moon Bay, the swap-in asset, had been
transferred to the Company and the relevant land transfer procedures had been transferred; the transfer formalities
for the equities of Shenxin, the swap-in asset, had completed and the swap-out assets had all been transferred to
Investment Holdings. In the reporting period, the Company carried out relevant accounting treatment on the
swap-in and swap-out assets.
2. The Company had withdrawn in advance in the previous years the land value appreciation fee of Jinlihua
Building amounting to RMB 56,303,627.40. According to the Document SGT [2001] No. 314, the land value
appreciation fee unpaid or owed would be exempted. However, the relevant land use right had not been
transferred. Therefore, the Company would actively handle the procedures relating to exempting the land value
appreciation fee of Jinlihua Building amounting to RMB 56,303,627.40. Upon the arrival of the relevant approval
document, the Company would cancel the land value appreciation fee of RMB 56,303,627.40 withdrawn in
advance after verification.
Concerning the sum for real estate of Jinlihua Building amounting to RMB 98,611,300 that the Company should
receive from Shenzhen Jiyong Properties Development Co., Ltd., a bad debt of RMB 42,611,300 had been
withdrawn with the net amount standing at RMB 56 million.
3. On 25 Nov. 2011, the 4th Session of the 7th Board of Directors was held, at which reviewed and approved the
Proposal on the Bankruptcy and Liquidation of Hainan Xinda Development Co., Ltd. (hereinafter referred as
Hainan Company). Hainan Company was established in 1998 as a wholly-owned subsidiary of the Company,
which has no development project and land reserves now with continuous losses for many years. The Board of the
Company ever approved the Proposal on Wholly Tranferring the Hainan Company in Jan. 2009, which couldn’t
continue to advance due to various factors, such as policies. And now the Company, as a creditor, applied to make
bankruptcy and liquidation on Hainan Company by judicial procedure.

1. Securities investment
□Applicable √Inapplicable
Notes to securities investment:
The Company did not make any securities investment during the reporting period.

2. Holding equity of other listed companies

√Applicable □Inapplicable
                                                                                   Change of
                                           Proportion in
                                Initial                    Closing   Gain/loss in    owners’
                                                 the
                             investment                    carrying the reporting equity during Accounting
 Stock code   Stock abbr.                   company’s                                                       Stock source
                               amount                      amount   period (RMB the reporting      title
                                            total equity
                            (RMB Yuan)                   (RMB Yuan)     Yuan)     period (RMB
                                                (%)
                                                                                      Yuan)
                                                                                                             Purchasing
                                                                                               Long-term
                                                                                                             legal person
000509        S*STHS        2,962,500.00         0.33%    802,199.55         0.00         0.00 equity
                                                                                                             shares
                                                                                               investment
                                                                                                             directionally
Total                       2,962,500.00        --        802,199.55         0.00         0.00      --             --
Notes to holding equity of other listed companies:


3. Capital occupation during the reporting period and debt-clearing progress

□Applicable √Inapplicable
The accountability plan put forward by the Board of Directors when the Company had not completed collecting
the capital occupied for non-operating purposes by the end of the reporting period



                                                                                                                             10
                  Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



□Applicable √Inapplicable

4. Fulfillment of commitments

Commitments made by the Company, its directors, supervisors, senior management, shareholders holding more
than 5% shares of the Company, actual controller or any other relevant party in this reporting period, or such
commitments carried down into this reporting period
√Applicable □Inapplicable
                  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 Management Construction Holdings and Investment
                                Company made a common commitment to abide by Holdings never sold shares of the
                                laws, regulations and rules and perform prescribed Company.
                                commitment duties. And they also made special 2.
                                commitments as follows:                                     (1) Up to the date of public notice,
                                Non-tradable shares held by Construction Holdings and Investment Holdings never sold shares
                                Investment Management Company would not be traded of the Company actually controlled.
                                or transferred within 36 months since they acquired (2) In order to implement the
                                right of trade. After expiration of the aforesaid commitment, the Company prepared to
                                commitment, originally non-tradable shares sold start the relevant affairs together with
                                through the listing and trading system on the Shenzhen Investment Holdings, and disclosed the
                                Stock Exchange should not exceed 5 percents of total Public Notice on Implementation of
                                shares of the Company within 12 months, as well as not Commitment of Share Merger Reform
                                exceed 10 percents within 24 months. In case these on Assets Replacement and Significant
                                companies acted against the above commitment and Related Transaction, which was
                                sold shares of the Company, the income from sales of reviewed and approved at the First
                                the shares would belong to the Company.                     Special Shareholders’ General Meeting
                                2. Investment Holdings made a commitment to abide by for 2010, for details, please refer to
                                laws, regulations and rules and perform prescribed Public Notice on Resolutions of the First
                                commitment duties. And it also made special Special Shareholders’ General Meeting
                                commitments as follows:                                     for 2010; Investment Holdings has
                                (1) Non-tradable shares held by Investment Holdings applied to Shenzhen Branch of China
                                would not be traded or transferred within 36 months Securities Depository and Clearing
                  Shenzhen      since they acquired right of trade. After expiration of the Corporation Limited for freezing its
Commitments
                  Investment    aforesaid commitment, originally non-tradable shares actual controlled 30 million shares of the
made in a share
                  Holdings Co., sold through the listing and trading system on the Company under the name                         of
reform
                  Ltd.          Shenzhen Stock Exchange should not exceed 5 percents Construction Holdings, now the frozen
                                of total shares of the Company within 12 months, as period is due and the frozen shares has
                                well as not exceed 10 percents within 24 months. In been released.
                                case these companies acted against the above (3) On 18 Mar. 2010, the Company held
                                commitment and sold shares of the Company, the the Annual Shareholders’ General
                                income from sales of the shares would belong to the Meeting 2009, at which reviewed and
                                Company.                                                    approved Proposal on Application of
                                (2) Within one year since the non-tradable shares held Entrust        Loan      from     Controlling
                                by Construction Holdings and Investment Management Shareholder. The Shareholders’ General
                                Company controlled by Investment Holdings acquired Meeting authorized the Board of
                                the right of trading, Shenzhen Investment Holdings Co., Directors of the Company to deal with
                                Ltd will start up capital injection to the Company, that signature of entrusted loan agreement,
                                is, Shenzhen Investment Holdings Co., Ltd will inject renewal of loan, borrow a new loan to
                                legitimate capital no less than RMB 500 million repay old within RMB 500 million
                                including land resource in lump sum or in batches by according to actual need of operation
                                replace or other legitimate way, will increase land and based on negotiation with
                                reserves of the Company and enhance profitability in Investment Holdings and relevant banks.
                                the future. In case the aforesaid capital failed to start For details, please refer to Public Notice
                                completely within one year, Shenzhen Investment on the Resolutions of Annual
                                Holdings Co., Ltd will compensate 20% of Shareholders’ General Meeting on 19
                                reorganization capital failing to start to the Company Mar. 2010. On 28 Dec. 2010, Investment
                                within 30 days when expiration of 1 year, and continued Holdings entrusted Shenzhen Jingtian
                                to implement the capital injection which had been Sub-branch of China Everbright Bank to
                                started. As for the capital injection failing to start, provide entrust loan of RMB 10 million
                                Shenzhen Investment Holdings Co., Ltd will not for the Company’s subsidiary Shenzhen



                                                                                                                                 11
                    Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


                                    implement. Note: Startup of capital injection means          ITC Vehicle Industry Co., Ltd.; from the
                                    capital injection program has been reviewed and              end of report period to the date of the
                                    approved by the Shareholders’ General Meeting of the        public notice, Investment Holdings has
                                    Company. Shenzhen Investment Holdings Co., Ltd was           provided entrust loan of RMB 490
                                    willing to entrust China Securities Depository and           million for the Company.
                                    Clearing Corporation Limited Shenzhen Branch to              (4) Whether the commitment will be
                                    freeze 30 million shares of the Company, which was           implemented is according to net profit of
                                    under name of Shenzhen Construction Investment               2012.
                                    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 report Naught           Naught                                                       Naught
or report on equity
changes
Commitments
made in an asset     Naught         Naught                                                       Naught
exchange
Commitments
made in share        Naught         Naught                                                       Naught
issuance
Other
commitments
                     Naught         Naught                                                       Naught
made to minority
shareholders


5. Pre-plan of the Board of Directors for profit distribution or turning capital reserves into share capital

□Applicable √Inapplicable

6. Items of other comprehensive income

                                                                                                                         Unit: RMB Yuan
                                   Items                                          Jan.-Jun. 2012                   Jan.-Jun. 2011
1. Profits/(losses) from available-for-sale financial assets
Less: Effects on income tax generating from available-for-sale



                                                                                                                                       12
                     Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


financial assets
Net amount transferred into profit and loss in the current period that
recognized into other comprehensive income in prior period
Subtotal
2. Interests in the investee entities’ other comprehensive income as per
equity method
Less: Effects on income tax generating from the interests in the
investee entities’ other comprehensive income as per equity method
Net amount transferred into profit and loss in the current period that
recognized into other comprehensive income in prior period
Subtotal
3. Profits/(losses) from cash flow hedging instrument
Less: Effects on income tax generating from cash flow hedging
instrument
Net amount transferred into profit and loss in the current period that
recognized into other comprehensive income in prior period
The adjustment value that is the converted initial recognition amount of
arbitrage project
Subtotal
4. Converted amount of foreign currency financial statements                              154,895.92                 -676,994.58
Less: Net value of disposal of oversea operations that recognized into
current profit and loss
Subtotal                                                                                  154,895.92                 -676,994.58
5. Other
Less: Effects on income tax generating from the others that included
into other comprehensive income
Net amount transferred into profit and loss in the current period that
recognized into other comprehensive income in prior period
Subtotal
Total                                                                                     154,895.92                 -676,994.58


(VI)Particulars about researches, visits and interviews received in this reporting period

                                                                                                          Main discussion and
 Time of reception      Place of reception     Way of reception         Visitor type       Visitor      materials provided by the
                                                                                                                Company
                       BOD Office of the                                                               When will the Qianhai
15 Feb. 2012                                 By phone              Individual          Investor
                       Company                                                                         project start?
                       BOD Office of the                                                               Transfer progress of the
16 Feb. 2012                                 By phone              Individual          Investor
                       Company                                                                         equity interests of Shenxin
                       BOD Office of the                                                               Any project outside
2 Mar. 2012                                  By phone              Individual          Investor
                       Company                                                                         Shenzhen?
                       BOD Office of the                                                               Progress of the Qianhai
11 Apr. 2012                                 By phone              Individual          Investor
                       Company                                                                         project
                                                                                                       Progress of the
                       BOD Office of the
23 May 2012                                  By phone              Individual          Investor        Company’s projects
                       Company
                                                                                                       outside Shenzhen



                                              VII. Financial Report


(I)Audit opinion

Has this interim report been audited?



                                                                                                                                 13
                       Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


□ Yes √ No

(II)Financial statements

Consolidated statements or not?
√ Yes □ No
1. Consolidated balance sheet
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
                                                                                                           Unit: RMB Yuan
                  Item                   Note               30 Jun. 2012                         31 Dec. 2011
Current Assets:
  Monetary funds                                                      653,189,645.56                       469,313,741.57
  Settlement reserves
  Intra-group lendings
  Transactional financial assets
  Notes receivable                                                         300,000.00                            200,000.00
  Accounts receivable                                                  87,869,971.92                        70,557,693.71
  Accounts paid in advance                                            513,852,637.52                       474,354,748.39
  Premiums receivable
  Reinsurance premiums receivable
   Receivable reinsurance contract
reserves
  Interest receivable
   Dividend receivable
  Other accounts receivable                                             11,259,711.92                           3,372,036.99
  Financial assets purchased under
agreements to resell
  Inventories                                                        1,719,018,413.68                    1,814,992,629.34
  Non-current assets due within 1
year
  Other current assets
Total current assets                                                 2,985,490,380.60                    2,832,790,850.00
Non-current assets:
  Loans by mandate and advances
granted
  Available-for-sale financial assets
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                                          82,605,049.07                        81,103,539.95
  Investing property                                                  261,132,111.61                       291,159,907.85
  Fixed assets                                                         71,637,798.31                        74,166,940.06
  Construction in progress
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                                                   117,676,204.63                       121,254,256.15
  R&D expense




                                                                                                                          14
                        Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



  Goodwill
  Long-term deferred expenses                                            1,902,738.39                         1,989,226.53
  Deferred income tax assets                                           125,422,643.54                       124,102,202.41
  Other non-current assets
Total of non-current assets                                            660,376,545.55                       693,776,072.95
Total assets                                                          3,645,866,926.15                    3,526,566,922.95
Current liabilities:
  Short-term borrowings                                                660,000,000.00                       601,495,212.00
  Borrowings from Central Bank
   Customer bank deposits and due
to banks and other financial
institutions
  Intra-group borrowings
  Transactional financial liabilities
  Notes payable
  Accounts payable                                                     175,845,270.52                       187,093,587.42
  Accounts received in advance                                         729,056,567.31                       208,655,909.41
  Financial         assets     sold   for
repurchase
  Handling      charges               and
commissions payable
  Employee’s                compensation
                                                                        38,316,947.64                        46,354,982.87
payable
  Tax payable                                                          463,645,379.15                       499,805,593.28
  Interest payable
  Dividend payable
  Other accounts payable                                               189,991,958.16                       481,167,880.34
  Reinsurance premiums payable
  Insurance contract reserves
  Payables for acting trading of
securities
   Payables for acting underwriting
of securities
   Non-current liabilities due within
                                                                        12,209,888.32                       218,359,888.32
1 year
  Other current liabilities
Total current liabilities                                             2,269,066,011.10                    2,242,933,053.64
Non-current liabilities:
  Long-term borrowings                                                  25,649,999.98                         7,333,333.32
  Bonds payable
  Long-term payables
  Specific payables
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities                                        124,387,585.50                       133,977,130.96
Total non-current liabilities                                          150,037,585.48                       141,310,464.28
Total liabilities                                                     2,419,103,596.58                    2,384,243,517.92
Owners’ equity (or shareholders’
equity)




                                                                                                                        15
                       Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



  Paid-up capital (or share capital)                                   595,979,092.00                         595,979,092.00
  Capital reserves                                                      63,783,019.03                          77,820,275.72
  Less: Treasury stock
  Specific reserves
  Surplus reserves                                                      70,368,860.95                          70,368,860.95
  Provisions for general risks
  Retained profits                                                     501,505,660.86                         403,183,375.55
  Foreign exchange difference                                              -5,735,390.33                       -5,890,286.25
Total equity attributable to owners
                                                                     1,225,901,242.51                       1,141,461,317.97
of the Company
Minority interests                                                           862,087.06                              862,087.06
Total owners’ (or shareholders’)
                                                                     1,226,763,329.57                       1,142,323,405.03
equity
Total liabilities and owners’ (or
                                                                     3,645,866,926.15                       3,526,566,922.95
shareholders’) equity


Legal representative: Chen Yugang                            Person-in-charge of the accounting work: Wang Hangjun

Chief of the accounting division: Shen Xueying

2. Balance sheet of the Company

                                                                                                              Unit: RMB Yuan
                  Item                   Note               30 Jun. 2012                           31 Dec. 2011
Current Assets:
  Monetary funds                                                       182,983,861.29                          83,846,009.34
  Transactional financial assets
  Notes receivable
  Accounts receivable                                                   57,147,097.17                          57,610,601.35
  Accounts paid in advance                                             435,563,863.60                         435,617,463.60
  Interest receivable
   Dividend receivable
  Other accounts receivable                                            143,887,032.31                          66,901,359.57
  Inventories                                                          323,385,959.42                         323,385,959.42
  Non-current assets due within 1
                                                                       195,000,000.00
year
  Other current assets
Total current assets                                                 1,337,967,813.79                         967,361,393.28
Non-current assets:
  Available-for-sale financial assets
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                                          314,892,810.05                         300,514,039.95
  Investing property                                                   197,302,038.44                         196,918,915.36
  Fixed assets                                                          23,288,263.11                          29,002,844.78
  Construction in progress
  Engineering materials
  Disposal of fixed assets
  Production biological assets



                                                                                                                             16
                       Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



  Oil-gas assets
  Intangible assets
  R&D expense
  Goodwill
  Long-term deferred expenses                                           1,902,738.39                         1,989,226.53
  Deferred income tax assets
  Other non-current assets                                            280,000,000.00                       475,000,000.00
Total of non-current assets                                           817,385,849.99                     1,003,425,026.62
Total assets                                                         2,155,353,663.78                    1,970,786,419.90
Current liabilities:
  Short-term borrowings
  Transactional financial liabilities
  Notes payable
  Accounts payable                                                     33,613,669.85                        33,981,501.43
  Accounts received in advance                                                                                 351,401.50
  Employee’s              compensation
                                                                        9,534,832.04                         7,550,348.37
payable
  Tax payable                                                           2,175,484.80                         1,829,406.16
  Interest payable
  Dividend payable
  Other accounts payable                                             1,439,020,487.44                    1,268,548,668.33
   Non-current liabilities due within
1 year
  Other current liabilities
Total current liabilities                                            1,484,344,474.13                    1,312,261,325.79
Non-current liabilities:
  Long-term borrowings
  Bonds payable
  Long-term payables
  Specific payables
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities                                         1,851,595.90                         4,161,870.46
Total non-current liabilities                                           1,851,595.90                         4,161,870.46
Total liabilities                                                    1,486,196,070.03                    1,316,423,196.25
Owners’ equity (or shareholders’
equity)
  Paid-up capital (or share capital)                                  595,979,092.00                       595,979,092.00
  Capital reserves                                                     37,754,232.28                        38,914,227.99
  Less: Treasury stock
  Specific reserves
  Surplus reserves                                                     69,712,050.51                        69,712,050.51
  Retained profits                                                     -34,287,781.04                      -50,242,146.85
  Foreign exchange difference
Total owners’ (or shareholders’)
                                                                      669,157,593.75                       654,363,223.65
equity
Total liabilities and owners’ (or
                                                                     2,155,353,663.78                    1,970,786,419.90
shareholders’) equity




                                                                                                                       17
                     Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


3. Consolidated income statement

                                                                                                          Unit: RMB Yuan
                 Item                       Note          Jan.-Jun. 2012                      Jan.-Jun. 2011
I. Total operating revenues                                          622,922,900.92                      1,155,786,058.07
Including: Sales income                                              622,922,900.92                      1,155,786,058.07
        Interest income
        Premium income
      Handling    charge              and
commission income
II. Total operating cost                                             497,866,543.22                       758,392,885.14
Including: Cost of sales                                             392,019,121.93                       368,383,008.24
        Interest expenses
      Handling      charge            and
commission expenses
        Surrenders
        Net claims paid
        Net amount withdrawn for
the insurance contract reserve
       Expenditure         on      policy
dividends
        Reinsurance premium
        Taxes and associate charges                                   58,288,134.08                       334,753,634.85
      Selling      and      distribution
                                                                           8,202,034.38                        7,800,071.81
expenses
       Administrative expenses                                        46,636,730.06                        42,753,922.74
       Financial expenses                                              -1,321,536.27                           5,203,352.15
       Asset impairment loss                                           -5,957,940.96                           -501,104.65
Add: Gain/(loss) from change in fair
value (“-” means loss)
       Gain/(loss) from investment
                                                                           1,501,509.12                         679,338.63
(“-” means loss)
Including: share of profits            in
                                                                           1,501,509.12                         679,338.63
associates and joint ventures
Foreign exchange gains (“-” means
loss)
III. Business profit (“-” means loss)                              126,557,866.82                       398,072,511.56
     Add: non-operating income                                             1,180,679.74                         978,654.85
     Less: non-operating expense                                           1,674,452.36                         867,883.32
Including: loss from non-current
                                                                             29,700.92                           21,155.77
asset disposal
IV. Total profit (“-” means loss)                                  126,064,094.20                       398,183,283.09
     Less: Income tax expense                                         27,741,808.89                        96,739,198.99
V. Net profit (“-” means loss)                                      98,322,285.31                       301,444,084.10
    Including: Net profit achieved
by combined parties before the                                             1,912,516.93                        1,804,829.71
combinations
   Attributable to owners of the
                                                                      98,322,285.31                       301,444,084.10
Company
     Minority shareholders’ income
VI. Earnings per share                                          --                                  --



                                                                                                                         18
                        Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



     (I) Basic earnings per share                                                    0.165                                    0.5058
     (II) Diluted earnings per share                                                 0.165                                    0.5058
Ⅶ. Other comprehensive incomes                                                 154,895.92                               -676,994.58
Ⅷ. Total comprehensive incomes                                             98,477,181.23                           300,767,089.52
   Attributable to owners of the
                                                                            98,477,181.23                           300,767,089.52
Company
     Attributable          to    minority
shareholders
Where business mergers under the same control occurred in this report period, the net profit achieved by the merged parties before
the business mergers was RMB 1,912,516.93.

Legal representative: Chen Yugang                              Person-in-charge of the accounting work: Wang Hangjun

Chief of the accounting division: Shen Xueying

4. Income statement of the Company

                                                                                                                    Unit: RMB Yuan
                    Item                    Note              Jan.-Jun. 2012                            Jan.-Jun. 2011
I. Total sales                                                              23,449,864.94                              18,167,414.59
Less: cost of sales                                                            9,757,305.26                              9,305,983.12
Business taxes and surcharges                                                  4,950,968.55                              2,638,254.38
Distribution expenses
Administrative expenses                                                     18,102,272.04                              16,940,118.01
Financial costs                                                                -970,153.92                                503,880.15
Impairment loss                                                             -5,066,959.74                                 135,737.76
Add: gain/(loss) from change in fair
value (“-” means loss)
Gain/(loss) from investment (“-”
                                                                            20,458,700.89                                3,757,738.63
means loss)
Including: income form investment
                                                                               1,501,509.12                               679,338.63
on associates and joint ventures
II. Business profit (“-” means loss)                                      17,135,133.64                              -7,598,820.20
Add: non-business income                                                        291,568.93                                 89,247.07
Less: non-business expense                                                     1,472,336.76                               773,470.67
Including: loss from non-current
asset disposal
III. Total profit    (“-” means loss)                                     15,954,365.81                              -8,283,043.80
Less: income tax expense
IV. Net profit      (“-” means loss)                                      15,954,365.81                              -8,283,043.80
V. Earnings per share                                                --                                       --
(I) Basic earnings per share                                                        0.0268                                   -0.0139
(II) Diluted earnings per share                                                     0.0268                                   -0.0139
VI. Other comprehensive income
VII. Total comprehensive income                                             15,954,365.81                              -8,283,043.80


5. Consolidated cash flow statement

                                                                                                                    Unit: RMB Yuan
                      Item                              Jan.-Jun. 2012                                Jan.-Jun. 2011



                                                                                                                                     19
                    Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



I. Cash flows from operating activities:
  Cash received from sale of
                                                                888,510,640.24                          325,144,071.89
commodities and rendering of service
  Net increase of deposits             from
customers and dues from banks
  Net increase of loans from the central
bank
  Net increase of funds borrowed from
other financial institutions
   Cash received from premium of
original insurance contracts
  Net cash received from reinsurance
business
  Net increase of deposits of policy
holders and investment fund
   Net increase of disposal of tradable
financial assets
  Cash received from interest, handling
charges and commissions
  Net    increase       of    intra-group
borrowings
  Net increase of funds in repurchase
business
  Tax refunds received
  Other cash received relating to
                                                                 10,288,147.54                           36,965,893.74
operating activities
Subtotal of cash inflows from operating
                                                                898,798,787.78                          362,109,965.63
activities
  Cash paid for goods and services                              203,210,115.92                          549,328,105.78
  Net increase of customer lendings
and advances
  Net increase of funds deposited in the
central bank and amount due from
banks
   Cash for paying claims of the original
insurance contracts
  Cash for paying interest, handling
charges and commissions
  Cash for paying policy dividends
  Cash paid to and for employees                                120,898,709.87                          110,921,302.64
  Various taxes paid                                            172,861,855.64                          104,695,238.51
  Other cash payment relating to
                                                                 65,716,619.75                           36,531,880.41
operating activities
Subtotal of cash         outflows      from
                                                                562,687,301.18                          801,476,527.34
operating activities
Net cash flows from operating activities                        336,111,486.60                         -439,366,561.71
II. Cash flows from investing activities:
  Cash received from withdrawal of
investments
  Cash received        from   return    on
                                                                  5,000,000.00
investments
   Net cash received from disposal of
fixed assets, intangible assets and other                           735,231.00                               81,000.00
long-term assets



                                                                                                                    20
                   Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



  Net cash received from disposal of
subsidiaries or other business units
     Other cash received relating to
investing activities
        Subtotal of cash inflows from
                                                                 5,735,231.00                               81,000.00
investing activities
   Cash paid to acquire fixed assets,
intangible assets and other long-term                            1,573,784.61                            3,701,771.28
assets
  Cash paid for investment
  Net increase of pledged loans
  Net cash paid to acquire subsidiaries
and other business units
  Other cash payments relating to
investing activities
Subtotal of cash       outflows     from
                                                                 1,573,784.61                            3,701,771.28
investing activities
Net cash flows from investing activities                         4,161,446.39                           -3,620,771.28
III. Cash     Flows    from     Financing
Activities:
   Cash     received     from      capital
contributions
   Including: Cash received from
minority shareholder investments by
subsidiaries
   Cash received from borrowings                               146,000,000.00                          540,096,450.00
   Cash received from issuance of
bonds
    Other cash received relating to
financing activities
Subtotal of cash inflows from financing
                                                               146,000,000.00                          540,096,450.00
activities
   Repayment of borrowings                                     275,328,545.34                          170,760,000.00
    Cash paid for interest expenses and
                                                                25,661,311.58                           19,636,157.52
distribution of dividends or profit
     Including: dividends or profit paid
by subsidiaries to minority shareholders
     Other cash payments relating to
                                                                 1,432,000.00                              822,200.00
financing activities
Sub-total of cash       outflows    from
                                                               302,421,856.92                          191,218,357.52
financing activities
Net cash flows from financing activities                      -156,421,856.92                          348,878,092.48
IV. Effect of foreign exchange rate
                                                                    24,827.92                             -102,734.36
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                               183,875,903.99                          -94,211,974.87
equivalents
     Add: Opening balance of cash and
                                                               469,313,741.57                          545,466,594.53
cash equivalents
VI. Closing balance of cash and cash
                                                               653,189,645.56                          451,254,619.66
equivalents


6. Cash flow statement of the Company

                                                                                                       Unit: RMB Yuan



                                                                                                                   21
                    Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



                  Item                             Jan.-Jun. 2012                          Jan.-Jun. 2011
I. Cash flows from operating activities:
  Cash received from sale of
                                                                    23,126,901.86                           18,502,177.06
commodities and rendering of service
  Tax refunds received
  Other cash received relating to
                                                                538,743,468.02                          925,014,502.58
operating activities
Subtotal of cash inflows from operating
                                                                561,870,369.88                          943,516,679.64
activities
  Cash paid for goods and services                                   4,276,469.83                       392,035,919.29
  Cash paid to and for employees                                     8,017,547.04                           10,147,785.42
  Various taxes paid                                                 6,928,992.60                            3,756,069.19
  Other cash payment relating to
                                                                457,934,134.85                          212,918,191.72
operating activities
Subtotal of cash         outflows        from
                                                                477,157,144.32                          618,857,965.62
operating activities
Net cash flows from operating activities                            84,713,225.56                       324,658,714.02
II. Cash flows from investing activities:
  Cash received from retraction of
investments
  Cash received        from     return    on
                                                                    23,957,250.00                            3,078,400.00
investments
   Net cash received from disposal of
fixed assets, intangible assets and other
long-term assets
  Net cash received from disposal of
subsidiaries or other business units
     Other cash received relating to
investing activities
        Subtotal of cash inflows from
                                                                    23,957,250.00                            3,078,400.00
investing activities
   Cash paid to acquire fixed assets,
intangible assets and other long-term                                9,532,623.61                            1,543,362.00
assets
  Cash paid for investment                                                                              245,000,000.00
  Net cash paid to acquire subsidiaries
and other business units
  Other cash payments relating to
investing activities
Subtotal of cash         outflows        from
                                                                     9,532,623.61                       246,543,362.00
investing activities
Net cash flows from investing activities                            14,424,626.39                      -243,464,962.00
III. Cash     Flows      from    Financing
Activities:
   Cash     received      from      capital
contributions
   Cash received from borrowings
   Cash received from issuance of
bonds
    Other cash received relating to
financing activities
Subtotal of cash inflows from financing
                                                                             0.00                                    0.00
activities




                                                                                                                       22
                     Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



   Repayment of borrowings
    Cash paid for interest expenses and
distribution of dividends or profit
     Other cash payments relating to
financing activities
Sub-total of cash        outflows     from
                                                                                      0.00                                             0.00
financing activities
Net cash flows from financing activities                                              0.00                                             0.00
IV. Effect of foreign exchange rate
                                                                                      0.00                                          -124.79
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                                            99,137,851.95                                   81,193,627.23
equivalents
     Add: Opening balance of cash and
                                                                            83,846,009.34                                   78,920,447.75
cash equivalents
VI. Closing balance of cash and cash
                                                                           182,983,861.29                                  160,114,074.98
equivalents


7. Consolidated statement of changes in owners’ equity

Reporting period
                                                                                                                           Unit: RMB Yuan
                                                                             Reporting period
                                                   Equity attributable to owners of the Company
                                     Paid-up                                                                                        Total
              Item                                                                                                   Minority
                                     capital            Less:                   General                                           owners’
                                              Capital          Specific Surplus         Retaine                      interests
                                       (or            treasury                    risk           Others                            equity
                                              reserve          reserve reserve          d profit
                                      share             stock                   reserve
                                     capital)
I. Balance at the end of the 595,979 64,020,2                               69,712,            406,422, -5,890,2 862,087.0 1,131,105,
previous year                 ,092.00   75.72                                050.51              741.94    86.25         6     960.98
  Add: change of accounting
policy
  Correction of        errors   in
previous periods
                                               13,800,0                    656,810             -3,239,3                          11,217,444
  Other
                                                  00.00                        .44                66.39                                 .05
II. Balance at the beginning of 595,979 77,820,2                            70,368,            403,183, -5,890,2 862,087.0 1,142,323,
the year                         ,092.00   75.72                             860.95              375.55    86.25         6     405.03
III. Increase/ decrease of
                                               -14,037,                                        98,322,2 154,895.                 84,439,924
amount in the year (“-” means
                                                 256.69                                           85.31       92                        .54
decrease)
                                                                                               98,322,2                          98,322,285
  (I) Net profit
                                                                                                  85.31                                 .31
   (II) Other      comprehensive                                                                          154,895.
                                                                                                                                 154,895.92
incomes                                                                                                         92
                                                                                               98,322,2 154,895.                 98,477,181
  Subtotal of (I) and (II)
                                                                                                  85.31       92                        .23
  (III) Capital paid in and                    -14,037,                                                                          -14,037,25
                                        0.00               0.00     0.00       0.00     0.00       0.00       0.00        0.00
reduced by owners                                256.69                                                                                6.69
    1. Capital paid in by
owners
    2. Amounts of share-based
payments       recognized  in
owners’ equity
     3. Others                                 -14,037,                                                                          -14,037,25



                                                                                                                                             23
                       Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.


                                                  256.69                                                                            6.69
  (IV) Profit distribution                0.00       0.00    0.00     0.00      0.00    0.00        0.00   0.00        0.00         0.00
     1.    Appropriations         to
surplus reserves
    2.     Appropriations         to
general risk provisions
    3.    Appropriations          to
owners (or shareholders)
     4. Other
  (V) Internal carry-forward of
                                          0.00       0.00    0.00     0.00      0.00    0.00        0.00   0.00        0.00         0.00
owners’ equity
     1. New increase of capital
(or share capital) from capital
public reserves
     2. New increase of capital
(or share capital) from surplus
reserves
    3. Surplus reserves for
making up losses
     4. Other
(Ⅵ) Specific reserve
     1.     Withdrawn     for    the
period
     2. Used in the period
(Ⅶ) Other
                                       595,979 63,783,0                      70,368,           501,505, -5,735,3 862,087.0 1,226,763,
IV. Closing balance
                                        ,092.00   19.03                       860.95             660.86    90.33         6     329.57
Last year
                                                                                                                        Unit: RMB Yuan
                                                                                  Last year
                                                     Equity attributable to owners of the Company
                                       Paid-up                                                                                   Total
                Item                                      Less:                   General                         Minority
                                       capital                                                                                 owners’
                                                Capital          Specific Surplus         Retaine                 interests
                                         (or            treasury                    risk           Others                       equity
                                                reserve          reserve reserve          d profit
                                        share             stock                   reserve
                                       capital)
I. Balance at the end of the 595,979 64,020,2                                69,712,           148,961, -4,487,4 862,087.0 875,047,70
previous year                 ,092.00   75.72                                 050.51             664.40    60.75         6       8.94
  Add:          retrospective
adjustments due to business                      13,800,0                    421,029           -6,650,8                       7,570,180.
combinations under the same                         00.00                        .90              48.93                              97
control
  Add: change of accounting
policy
  Correction of         errors    in
previous periods
  Other
II. Balance at the beginning of 595,979 77,820,2                             70,133,           142,310, -4,487,4 862,087.0 882,617,88
the year                         ,092.00   75.72                              080.41             815.47    60.75         6       9.91
III. Increase/ decrease of
                                                                                               301,444, -676,99               300,767,08
amount in the year (“-” means
                                                                                                 084.10    4.58                     9.52
decrease)
                                                                                               301,444,                       301,444,08
  (I) Net profit
                                                                                                 084.10                             4.10




                                                                                                                                          24
                        Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



   (II) Other      comprehensive                                                                               -676,99               -676,994.5
incomes                                                                                                           4.58                        8
                                                                                                    301,444, -676,99                 300,767,08
  Subtotal of (I) and (II)
                                                                                                      084.10    4.58                       9.52
  (III) Capital paid in and
                                            0.00        0.00       0.00    0.00     0.00     0.00       0.00      0.00        0.00         0.00
reduced by owners
    1. Capital paid in by
owners
    2. Amounts of share-based
payments       recognized  in
owners’ equity
     3. Others
  (IV) Profit distribution                  0.00        0.00       0.00    0.00     0.00     0.00       0.00      0.00        0.00         0.00
     1.    Appropriations           to
surplus reserves
    2.     Appropriations           to
general risk provisions
    3.    Appropriations            to
owners (or shareholders)
     4. Other
  (V) Internal carry-forward of
                                            0.00        0.00       0.00    0.00     0.00     0.00       0.00      0.00        0.00         0.00
owners’ equity
     1. New increase of capital
(or share capital) from capital
public reserves
     2. New increase of capital
(or share capital) from surplus
reserves
    3. Surplus reserves for
making up losses
     4. Other
(Ⅵ) Specific reserve
     1.   Withdrawn        for     the
period
     2. Used in the period
(Ⅶ) Other
                                         595,979 77,820,2                         70,133,           443,754, -5,164,4 862,087.0 1,183,384,
IV. Closing balance
                                          ,092.00   75.72                          080.41             899.57    55.33         6     979.43


8. Statement of changes in owners’ equity of the Company

Reporting period
                                                                                                                               Unit: RMB Yuan
                                                                                    Reporting period
                                           Paid-up
                 Item                                                   Less:                             General                       Total
                                          capital (or    Capital                  Specific    Surplus                    Retained
                                                                      treasury                              risk                      owners’
                                            share        reserve                  reserve     reserve                     profit
                                                                        stock                             reserve                      equity
                                           capital)
I. Balance at the end of the 595,979,09 38,914,227                                           69,712,050                  -50,242,14 654,363,22
previous year                      2.00        .99                                                  .51                        6.85       3.65
  Add: change of accounting
policy
  Correction of           errors     in
previous periods



                                                                                                                                                 25
                        Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



  Other
II. Balance at the beginning of 595,979,09 38,914,227                                        69,712,050              -50,242,14 654,363,22
the year                              2.00        .99                                               .51                    6.85       3.65
III. Increase/ decrease of amount                      -1,159,995.                                                   15,954,365 14,794,370
in the year (“-” means decrease)                              71                                                          .81        .10
                                                                                                                     15,954,365 15,954,365
  (I) Net profit
                                                                                                                            .81        .81
   (II) Other       comprehensive
incomes
                                                                                                                     15,954,365 15,954,365
  Subtotal of (I) and (II)
                                                                                                                            .81        .81
  (III) Capital paid in and                            -1,159,995.                                                                -1,159,995.
                                               0.00                       0.00        0.00         0.00       0.00         0.00
reduced by owners                                               71                                                                         71
     1. Capital paid in by owners
     2. Amounts of share-based
payments recognized in owners’
equity
                                                       -1,159,995.                                                                -1,159,995.
     3. Others
                                                                71                                                                         71
  (IV) Profit distribution                     0.00          0.00         0.00        0.00         0.00       0.00         0.00         0.00
     1. Appropriations to surplus
reserves
      2. Appropriations to general
risk provisions
     3. Appropriations to owners
(or shareholders)
     4. Other
  (V) Internal carry-forward of
                                               0.00          0.00         0.00        0.00         0.00       0.00         0.00         0.00
owners’ equity
     1. New increase of capital
(or share capital) from capital
public reserves
     2. New increase of capital
(or share capital) from surplus
reserves
    3. Surplus          reserves   for
making up losses
     4. Other
(Ⅵ) Specific reserve
     1. Withdrawn for the period
     2. Used in the period
(Ⅶ) Other
                                         595,979,09 37,754,232                               69,712,050              -34,287,78 669,157,59
IV. Closing balance
                                               2.00        .28                                      .51                    1.04       3.75
Last year
                                                                                                                            Unit: RMB Yuan
                                                                                      Last year
                                          Paid-up
                 Item                                                  Less:                              General                    Total
                                         capital (or     Capital                 Specific     Surplus                 Retained
                                                                     treasury                               risk                   owners’
                                           share         reserve                 reserve      reserve                  profit
                                                                       stock                              reserve                   equity
                                          capital)
I. Balance at the end of the 595,979,09 38,914,227                                           69,712,050              -12,849,34 691,756,02
previous year                      2.00        .99                                                  .51                    3.46       7.04




                                                                                                                                              26
                    Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



  Add: change of accounting
policy
  Correction of         errors     in
previous periods
  Other
II. Balance at the beginning of 595,979,09 38,914,227                         69,712,050           -12,849,34 691,756,02
the year                              2.00        .99                                .51                 3.46       7.04
III. Increase/ decrease of amount                                                                  -8,283,043. -8,283,043.
in the year (“-” means decrease)                                                                          80          80
                                                                                                   -8,283,043. -8,283,043.
  (I) Net profit
                                                                                                            80          80
   (II) Other      comprehensive
incomes
                                                                                                   -8,283,043. -8,283,043.
  Subtotal of (I) and (II)
                                                                                                            80          80
  (III) Capital paid         in   and
                                              0.00       0.00   0.00   0.00         0.00    0.00         0.00        0.00
reduced by owners
     1. Capital paid in by owners
     2. Amounts of share-based
payments recognized in owners’
equity
     3. Others
  (IV) Profit distribution                    0.00       0.00   0.00   0.00         0.00    0.00         0.00        0.00
     1. Appropriations to surplus
reserves
      2. Appropriations to general
risk provisions
     3. Appropriations to owners
(or shareholders)
     4. Other
  (V) Internal carry-forward of
                                              0.00       0.00   0.00   0.00         0.00    0.00         0.00        0.00
owners’ equity
     1. New increase of capital
(or share capital) from capital
public reserves
     2. New increase of capital
(or share capital) from surplus
reserves
    3. Surplus        reserves    for
making up losses
     4. Other
(Ⅵ) Specific reserve
     1. Withdrawn for the period
     2. Used in the period
(Ⅶ) Other
                                        595,979,09 38,914,227                 69,712,050           -21,132,38 683,472,98
IV. Closing balance
                                              2.00        .99                        .51                 7.26       3.24




                                                                                                                        27
                Abstract of the Semi-Annual Report 2012 of Shenzhen Properties & Resources Development (Group) Ltd.



(III)Notes to the financial statements

1. Changes in main accounting policies or estimates, correction of any significant accounting error and the
influenced amounts

(1)Change of accounting policies

Were the main accounting policies changed during the reporting period?
□ Yes √ No

(2)Change of accounting estimates

Were the main accounting estimates changed during the reporting period?
□ Yes √ No

(3)Correction of accounting errors

Was any accounting error made in previous periods discovered in the reporting period?
□ Yes √ No

2. Reasons for any change of the consolidation scope

During the reporting period, the Company combined Shenzhen Shenxin Taxi Co., Ltd. by means of a business
combination under the same control, with the combination date on 31 May 2012.

3. If a non-standard audit report is issued, the Company should make relevant notes.




                                                                                                                28