Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Report for the Third Quarter of 2013 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Report for the Third Quarter of 2013 2013-023 October 2013 1 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Report for the Third Quarter of 2013 Section I. Important Reminders The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (hereinafter referred to as “the Company”) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. All directors attended the board session for reviewing this report. Zhou Jianguo, company principal, Chen Maozheng, GM, Wei Hanping, chief of the accounting work, and Tang Xiaoping, chief of the accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are factual, accurate and complete. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Report for the Third Quarter of 2013 Section II. Financial Highlights & Change of Shareholders I. Major accounting data and financial indexes Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No 30 Sept. 2013 31 Dec. 2012 Increase/decrease (%) Total assets (RMB Yuan) 4,595,246,085.23 3,712,770,828.30 23.77% Net assets attributable to shareholders of the Company 1,653,191,050.85 1,635,376,098.73 1.09% (RMB Yuan) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2013 Jan.-Sept. 2013 (%) (%) Operating revenues (RMB Yuan) 154,286,475.60 -40.68% 474,974,336.20 -32.86% Net profit attributable to shareholders of the Company 3,528,324.44 -84.88% 16,578,664.81 -73.86% (RMB Yuan) Net profit attributable to shareholders of the Company after 599,005.21 -97.42% 10,218,805.25 -83.9% extraordinary gains and losses (RMB Yuan) Net cash flows from operating -- -- -12,312,244.25 93.68% activities (RMB Yuan) Basic EPS (RMB Yuan/share) 0.003 -85% 0.0164 -73.84% Diluted EPS (RMB Yuan/share) 0.003 -85% 0.0164 -73.84% Weighted average ROE (%) 0.21% -1.27% 1.01% -3.05% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Sept. 2013 Note Gains/losses on the disposal of non-current assets (including the Gain on disposal of office 5,880,381.95 offset part of asset impairment provisions) buildings and living quarters Mainly other non-operating Other non-operating income and expenses other than the above 473,477.61 income Less: Income tax effects -6,000.00 Total 6,359,859.56 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in 3 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Report for the Third Quarter of 2013 the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public?Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □Applicable √Inapplicable II. Total number of shareholders at the period-end and shares held by the top ten shareholders Unit: share Total number of shareholders at the 80,875 period-end Shares held by the top ten shareholders Number of the Pledged or frozen shares Name of Nature of Shareholding Number of the restricted shares shareholder shareholder percentage (%) shares held Status of shares Number of shares held Shenzhen State-owned legal Investment 63.55% 642,884,262 0 person Holdings Ltd. Domestic natural Liu Yongkui 0.3% 3,027,749 0 person GUOTAI JUNAN Overseas legal SECURITIES(H 0.15% 1,479,550 0 person ONGKONG) LIMITED Domestic natural Yang Shuilian 0.12% 1,233,200 0 person Overseas natural Wu Haoyuan 0.11% 1,109,300 0 person Domestic natural Wang Zhongming 0.11% 1,095,808 0 person China Domestic International non-state-owned 0.1% 1,014,927 0 Capital Co., Ltd. legal person Domestic natural Peng Qionghui 0.09% 895,000 0 person Domestic natural Xue Haoyuan 0.09% 894,956 0 person Overseas natural LI,LONG CHIU 0.08% 789,535 0 person 4 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Report for the Third Quarter of 2013 Shares held by the top ten non-restricted share holders Type of shares Name of shareholder Number of non-restricted shares held Type Number RMB ordinary Shenzhen Investment Holdings Ltd. 642,884,262 shares RMB ordinary Liu Yongkui 3,027,749 shares GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 1,479,550 listed foreign LIMITED shares RMB ordinary Yang Shuilian 1,233,200 shares Domestically Wu Haoyuan 1,109,300 listed foreign shares Domestically Wang Zhongming 1,095,808 listed foreign shares RMB ordinary China International Capital Co., Ltd. 1,014,927 shares RMB ordinary Peng Qionghui 895,000 shares RMB ordinary Xue Haoyuan 894,956 shares Domestically LI,LONG CHIU 789,535 listed foreign shares Explanation on associated relationship or persons acting in Unknown concert among the above-mentioned shareholders Shareholders taking part in margin financing and securities lending (if Naught among the top ten shareholders any) Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No 5 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section III. Significant Events I. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes For the reporting period, the Company achieved operating revenues of RMB 474.97 million, down 32.86% over the same period of last year; operating profit of RMB 18.50 million, representing a year-on-year decrease of 77.89%; total profit of RMB 24.85 million, down 70.27% on the year-on-year basis; and net profit attributable to shareholders of the Company of RMB 16.58 million, decreasing 73.86% over the same period of last year. The reporting period saw a sales income carried over from real estate of RMB 66.36 million, down 61.13% over the same period of last year, causing a considerable drop in the operating revenues. This was mainly because the real estate income for the reporting period still mainly came from the sale of the residual houses of Jinye Island by the subordiante Shantou Hualin Company; and the advances from the Chuanqi Mountain project stood at RMB 1,137.48 million at the end of the reporting period but could not yet be carried over into sales income due to dissatisfaction of the carry-over conditions. Financial expenses decreased over the same period of last year mainly because capitalized interest increased. Non-operating incomes increased over the same period of last year mainly because of the gain on disposal of office buildings and living quarters. Cash received from sale of goods and rendering of services stood at RMB 1,483.77 million for the reporting period, up 126.63% from the same period of last year, mainly because of the advances from the Chuanqi Mountain project. Cash paid for goods and services stood at RMB 1,300.98 million for the reporting period, up 96.27% from the same period of last year, mainly because the Company increased its input to the ongoing SPG Chuanqi Mountain project, SPG Shanglin Garden project and the Shantou Yuejing Orient project, as well as newly bought a land parcel for the Shantou Chaoyang Jingzai Bay project. Net cash flows from investing activities stood at RMB 4.66 million, up 212.27% over the same period of last year, which was mainly because of the cash from disposal of office buildings and living quarters. Net cash flows from financing activities stood at RMB -110.65 million, down 149.45% over the same period of last year, which was mainly because the cash received as bank borrowings decreased 49.13% while the cash for repaying bank borrowings increased 22.92%. Prepayments stood at RMB 90.20 million, up 127.32% over the year-begin, which was mainly 6 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. because of the prepayments for construction. Closing net inventories stood at RMB 3,408.67 million, up 40% over the year-begin, which was mainly because the Company increased its input to the ongoing SPG Chuanqi Mountain project, SPG Shanglin Garden project and the Shantou Yuejing Orient project, as well as newly bought a land parcel for the Shantou Chaoyang Jingzai Bay project. Closing other current assets stood at RMB 35.21 million, up 352.57% over the year-begin, which was mainly because the turnover tax and income tax on the house pre-sale income and the construction advances in the reporting period were paid. Closing short-term borrowings stood at RMB 20 million, down 79.17% over the year-begin, which was mainly because an entrustment borrowing of RMB 70 million was repaid in the reporting period. Closing accounts received in advance stood at RMB 1,413.36 million, up 247.10% over the year-begin, which was mainly because the pre-sale income from the SPG Chuanqi Mountain project increased. Closing payroll payable stood at RMB 17.79 million, down 51.49% over the year-begin, which was mainly because some remuneration for last year was paid in the reporting period. Closing taxes and fares payable stood at RMB 7.66 million, down 61.62% over the year-begin, which was mainly because the enterprise income tax for last year was paid in the reporting period. II. Progress and influence of significant events, as well as the analysis and explanation on solutions (1) In the reporting period, the actual management situation of the Company was of no difference with The Company Law as well as the relevant provisions of CSRS; no any change about the significant contentious matters and the disclose situation of the semi-year report; no any event was commonly questioned, bankruptcy reorganized or had transaction in assets; had no carried out stock ownership incentive; no any significant substantial change of the significant related party transaction or significant contract performance compared to the disclose situation of the semi-year report. (2) On 12 July 2013, the Company won the bid of the land use right which used to be Nanfang Building Materials Industry and Trade Co., Ltd. in Jingzaiwan, Shantou Chaoyang, with the bidding amount of RMB 282 million. Recently was conducting the relevant procedures of the land use right and the land transfer procedure was predicted to be totally completed in the midmonth of December. The pre-planning of the project development had launched the biding procedure according to the plan. (3) According to the arrangement of the project development, the Chuanlin Mountain Project of Shenzhen Properties Groups, which lies in the Guangming New District, Shenzhen, had started to 7 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. deal with the completion acceptance, and it was predicted to reach the carry-over conditions in the fourth quarter. The sold building account had partly been carried forward to the operating income of this year. Index to the relevant announcement Overview of the significant event Date of disclosure disclosed on the website On 12 July 2013, the Company won the bid of the land use right as well as the above-ground structures which used to be Nanfang Building Materials Industry and 13 July 2013 http://www.cninfo.com.cn Trade Co., Ltd. in Jingzaiwan, Shantou Chaoyang, with the bidding amount of RMB 282 million. Mr. Yang Jiayong resigned from the Company’s position of vice president 21 Aug. 2013 http://www.cninfo.com.cn because of the work changes and would no more be in office. III. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such commitments carried down into the reporting period Commitment Time of making Period of Commitment Contents Fulfillment maker commitment commitment Commitment on share reform Commitment in acquisition reports or reports on equity changes Commitments made upon the assets reorganization Commitments made upon IPO or refinancing Other commitments made to minority shareholders Executed in time or not? Yes Detailed reason for failing to execute and Inapplicable the next plan (if any) IV. Predict the 2013 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons √Applicable □Inapplicable 8 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Predictions: significant increase in the same direction Type of the predicted data: Interval data Jan.-Dec. 2013 Jan.-Dec. 2012 Increase/decrease (%) Estimated accumulative net 20,000 -- 23,800 10,681 Increase 87.25% -- 122.83% profit (RMB Ten thousand) Basic EPS (RMB Yuan/share) 0.198 -- 0.235 0.106 Increase 86.79% -- 121.70% The Chuanqi Mountain Project of Shenzhen Properties Groups, which lies in the Guangming New Explanation about the District, Shenzhen, had started to deal with the completion acceptance, and it was predicted to predictions reach the carry-over conditions in the fourth quarter. The sold building account had partly been carried forward to the operating income of this year. V. Securities investment Sharehold Sharehold Initial Number Number Closing Gain/loss ing ing investme of shares of shares book for report Variety of Code of Name of percentag percentag Accounti Source of nt cost held at held at value period securities securities securities e at e at ng title stock (RMB period-be period-en (RMB (RMB period-be period-en Yuan) gin d Yuan) Yuan) gin d Total 0.00 0 -- 0 -- 0.00 0.00 -- -- Disclosure date of the board announcement on approval of the securities investment Disclosure date of the general meeting announcement on approval of the securities investment (if any) Shareholdings in other listed companies □Applicable √Inapplicable VI. Derivative investments Unit: RMB Ten thousand Proportio Actual Related-p Type of Impairme n of the Initial Opening Closing gain/loss arty derivative Ending nt closing Ending Operator Relation investmen investmen investmen in transactio investmen date provision investmen date t amount t amount t amount reporting n or not t (if any) t amount period in the 9 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Company ’s closing net assets (%) Total 0 -- -- 0 0 0% 0 Capital source for derivative investment No derivative investments Disclosure date of the board announcement on approval of the derivative investments Disclosure date of the general meeting announcement on approval of the derivative investments (if any) VII. Researches, visits and interviews received in the reporting period Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company The influence on the Company’s operating of the Macro-Economy Policy and Telephone 18 July 2013 The office Individual Individual investor whether the Company has Communication asset restructuring plan; had not offer the written sources. The operating situation of the first half year of 2013 Telephone and the disclosure 6 Aug. 2013 The office Individual Individual investor Communication appointment time of the semi-year report; had not offer the written sources. Discuss the question about the Share B of the Company transferring to the Share H, and the Jinshi Financial relevant information had 18 Sep. 2013 The office Field research Institution Services Group reported to the Shenzhen Stock Exchange investor relations platform according to the requirements. 10 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section IV. Financial Statements I. Financial statements 1. Consolidated balance sheet Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 345,216,402.58 496,805,905.01 Settlement reserves Intra-group lendings Transactional financial assets Notes receivable Accounts receivable 22,557,255.33 24,413,187.02 Accounts paid in advance 90,196,308.54 39,677,550.07 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 1,052,192.76 1,052,192.76 Other accounts receivable 58,808,114.29 56,894,335.01 Financial assets purchased under agreements to resell Inventories 3,408,666,740.84 2,431,754,464.54 Non-current assets due within 1 year Other current assets 35,211,663.15 7,780,460.78 Total current assets 3,961,708,677.49 3,058,378,095.19 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets Held-to-maturity investments 11 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Long-term accounts receivable Long-term equity investment 75,225,969.30 75,225,969.30 Investing property 471,979,495.29 487,373,443.43 Fixed assets 58,225,650.53 63,204,808.66 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 6,849,321.78 5,866,106.75 R&D expense Goodwill Long-term deferred expenses 640,130.46 427,321.35 Deferred income tax assets 19,881,649.62 19,881,649.62 Other non-current assets 735,190.76 2,413,434.00 Total of non-current assets 633,537,407.74 654,392,733.11 Total assets 4,595,246,085.23 3,712,770,828.30 Current liabilities: Short-term borrowings 20,000,000.00 96,000,000.00 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 50,347,827.38 72,660,833.60 Accounts received in advance 1,413,358,128.72 407,194,198.80 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 17,792,875.73 36,675,028.18 Tax payable 7,660,457.72 19,958,153.14 Interest payable 16,786,160.70 18,395,916.84 Dividend payable Other accounts payable 384,918,701.92 394,741,726.29 12 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 344,448,750.02 299,261,270.80 year Other current liabilities Total current liabilities 2,255,312,902.19 1,344,887,127.65 Non-current liabilities: Long-term borrowings 803,705,226.72 849,636,078.25 Bonds payable Long-term payables 10,712,420.53 11,136,124.62 Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 814,417,647.25 860,772,202.87 Total liabilities 3,069,730,549.44 2,205,659,330.52 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 1,011,660,000.00 1,011,660,000.00 Capital reserves 978,244,858.10 978,244,858.10 Less: Treasury stock Specific reserves Surplus reserves 4,974,391.15 4,974,391.15 Provisions for general risks Retained profits -352,575,740.55 -369,154,405.36 Foreign exchange difference 10,887,542.15 9,651,254.84 Total equity attributable to owners of 1,653,191,050.85 1,635,376,098.73 the Company Minority interests -127,675,515.06 -128,264,600.95 Total owners’ (or shareholders’) equity 1,525,515,535.79 1,507,111,497.78 Total liabilities and owners’ (or 4,595,246,085.23 3,712,770,828.30 shareholders’) equity 13 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Wei Hanping Chief of the accounting division: Tang Xiaoping 2. Balance sheet of the Company Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 240,843,962.33 223,827,179.97 Transactional financial assets Notes receivable Accounts receivable 5,458,936.93 13,663,339.96 Accounts paid in advance 7,201,869.57 55,500.00 Interest receivable Dividend receivable Other accounts receivable 668,717,918.69 343,568,799.28 Inventories 2,240,185,505.38 1,844,523,622.50 Non-current assets due within 1 year Other current assets 16,343,739.90 Total current assets 3,178,751,932.80 2,425,638,441.71 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 328,396,683.90 298,396,683.90 Investing property 412,531,770.69 426,426,812.91 Fixed assets 31,983,340.13 33,944,334.56 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 1,499,766.78 327,266.75 R&D expense 14 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Goodwill Long-term deferred expenses 147,058.50 189,456.15 Deferred income tax assets 6,814.20 6,814.20 Other non-current assets 735,190.76 1,376,400.00 Total of non-current assets 775,300,624.96 760,667,768.47 Total assets 3,954,052,557.76 3,186,306,210.18 Current liabilities: Short-term borrowings 70,000,000.00 Transactional financial liabilities Notes payable Accounts payable 18,076,731.39 24,195,725.69 Accounts received in advance 1,133,523,524.50 280,272,668.00 Employee’s compensation payable 6,910,763.51 10,848,111.62 Tax payable 4,793,125.74 6,204,121.44 Interest payable 16,535,277.94 18,020,083.50 Dividend payable Other accounts payable 653,585,124.16 608,165,106.86 Non-current liabilities due within 1 344,448,750.02 299,261,270.80 year Other current liabilities Total current liabilities 2,177,873,297.26 1,316,967,087.91 Non-current liabilities: Long-term borrowings 570,715,874.49 649,636,078.25 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 570,715,874.49 649,636,078.25 Total liabilities 2,748,589,171.75 1,966,603,166.16 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 1,011,660,000.00 1,011,660,000.00 Capital reserves 978,244,858.10 978,244,858.10 15 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Less: Treasury stock Specific reserves Surplus reserves Provisions for general risks Retained profits -784,441,472.09 -770,201,814.08 Foreign exchange difference Total owners’ (or shareholders’) equity 1,205,463,386.01 1,219,703,044.02 Total liabilities and owners’ (or 3,954,052,557.76 3,186,306,210.18 shareholders’) equity Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Wei Hanping Chief of the accounting division: Tang Xiaoping 3. Consolidated income statement for the reporting period Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2013 Jul.-Sept. 2012 I. Total operating revenues 154,286,475.60 260,092,023.21 Including: Sales income 154,286,475.60 260,092,023.21 II. Total operating cost 151,445,351.40 229,692,873.52 Including: Cost of sales 121,135,903.01 198,307,415.26 Business tax and surcharges 10,752,288.56 13,766,085.08 Sales expenses 5,012,467.40 2,686,916.96 Administration expenses 15,731,770.77 13,902,482.50 Financial expenses -1,187,078.34 1,029,973.72 Add: gain/(loss) from change in 0.00 fair value (“-” means loss) Gain/(loss) from investment (“-” 0.00 means loss) III. Business profit (“-” means loss) 2,841,124.20 30,399,149.69 Add: non-operating income 3,007,255.65 13,330.50 Less: non-operating expense 83,072.36 116,923.10 Including: loss from non-current 65,147.31 12,306.83 asset disposal IV. Total profit (“-” means loss) 5,765,307.49 30,295,557.09 16 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Less: Income tax expense 2,195,533.09 6,921,279.56 V. Net profit (“-” means loss) 3,569,774.40 23,374,277.53 Including: Net profit achieved by combined parties before the 0.00 combinations Attributable to owners of the 3,528,324.44 23,328,496.44 Company Minority shareholders’ income 41,449.96 45,781.09 VI. Earnings per share -- -- (I) Basic earnings per share 0.003 0.02 (II) Diluted earnings per share 0.003 0.02 Ⅶ. Other comprehensive incomes -21,787.53 -230,313.25 Ⅷ. Total comprehensive incomes 3,547,986.87 23,143,964.28 Attributable to owners of the 3,548,637.90 23,159,028.66 Company Attributable to minority -651.03 -15,064.38 shareholders Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Wei Hanping Chief of the accounting division: Tang Xiaoping 4. Income statement of the Company for the reporting period Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2013 Jul.-Sept. 2012 I. Total sales 12,317,621.10 17,438,099.54 Less: cost of sales 5,313,615.63 5,676,010.54 Business taxes and surcharges 2,265,397.22 2,832,560.68 Distribution expenses 3,473,100.44 1,407,623.71 Administrative expenses 7,823,257.94 6,442,126.39 Financial costs -961,752.67 -701,658.21 Add: gain/(loss) from change in fair 0.00 value (“-” means loss) Gain/(loss) from investment (“-” means 0.00 loss) II. Business profit (“-” means loss) -5,595,997.46 1,781,436.43 17 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Add: non-business income 540,000.00 Less: non-business expense 20,000.00 15,000.00 Including: loss from non-current asset 0.00 disposal III. Total profit (“-” means loss) -5,075,997.46 1,766,436.43 IV. Net profit (“-” means loss) -5,075,997.46 1,766,436.43 V. Earnings per share -- -- VI. Total comprehensive incomes -5,075,997.46 1,766,436.43 Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Wei Hanping Chief of the accounting division: Tang Xiaoping 5. Consolidated income statement for Jan.-Sept. 2013 Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2013 Jan.-Sept. 2012 I. Total operating revenues 474,974,336.20 707,456,226.28 Including: Sales income 474,974,336.20 707,456,226.28 Interest income Premium income Handling charge and commission income II. Total operating cost 456,474,970.22 623,831,221.77 Including: Cost of sales 367,842,905.73 508,790,024.38 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 35,287,444.46 58,482,168.79 Selling and distribution expenses 11,892,013.30 8,943,293.19 18 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Administrative expenses 43,214,713.06 43,165,905.68 Financial expenses -1,762,106.33 4,449,829.73 Asset impairment loss Add: Gain/(loss) from change in fair 0.00 value (“-” means loss) Gain/(loss) from investment (“-” 50,000.00 means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 18,499,365.98 83,675,004.51 Add: non-operating income 6,532,696.24 76,292.34 Less: non-operating expense 178,836.68 165,481.37 Including: loss from non-current asset 71,659.29 21,482.63 disposal IV. Total profit (“-” means loss) 24,853,225.54 83,585,815.48 Less: Income tax expense 8,215,293.36 20,103,622.75 V. Net profit (“-” means loss) 16,637,932.18 63,482,192.73 Including: Net profit achieved by combined parties before the 0.00 0.00 combinations Attributable to owners of the 16,578,664.81 63,412,594.53 Company Minority shareholders’ income 59,267.37 69,598.20 VI. Earnings per share -- -- (I) Basic earnings per share 0.0164 0.0627 (II) Diluted earnings per share 0.0164 0.0627 Ⅶ. Other comprehensive incomes 1,766,105.83 -306,532.84 Ⅷ. Total comprehensive incomes 18,404,038.01 63,175,659.89 Attributable to owners of the 17,814,952.12 63,198,021.54 Company Attributable to minority 589,085.89 -22,361.65 shareholders Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Wei Hanping Chief of the accounting division: Tang Xiaoping 19 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 6. Income statement of the Company for Jan.-Sept. 2013 Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2013 Jan.-Sept. 2012 I. Total sales 37,606,463.46 52,617,000.78 Less: cost of sales 16,369,664.47 18,749,040.41 Business taxes and surcharges 7,234,494.54 8,340,361.92 Distribution expenses 7,616,779.02 3,591,038.63 Administrative expenses 21,027,724.93 20,034,755.36 Financial costs 153,816.04 -2,066,680.05 Impairment loss Add: gain/(loss) from change in fair 0.00 value (“-” means loss) Gain/(loss) from investment (“-” means 0.00 loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) -14,796,015.54 3,968,484.51 Add: non-business income 602,002.01 30,231.00 Less: non-business expense 45,644.48 15,000.00 Including: loss from non-current asset 4,644.48 disposal III. Total profit (“-” means loss) -14,239,658.01 3,983,715.51 Less: income tax expense IV. Net profit (“-” means loss) -14,239,658.01 3,983,715.51 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income VII. Total comprehensive income -14,239,658.01 3,983,715.51 Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Wei Hanping Chief of the accounting division: Tang Xiaoping 20 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 7. Consolidated cash flow statement for Jan.-Sept. 2013 Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2013 Jan.-Sept. 2012 I. Cash flows from operating activities: Cash received from sale of 1,483,769,682.66 654,720,138.94 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 106,617,272.26 61,616,695.25 operating activities Subtotal of cash inflows from operating 1,590,386,954.92 716,336,834.19 activities Cash paid for goods and services 1,300,977,015.14 662,848,364.31 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks 21 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 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 94,193,239.01 79,966,576.87 Various taxes paid 98,805,138.07 88,014,987.65 Other cash payment relating to 108,723,806.95 80,441,069.28 operating activities Subtotal of cash outflows from 1,602,699,199.17 911,270,998.11 operating activities Net cash flows from operating activities -12,312,244.25 -194,934,163.92 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on 0.00 investments Net cash received from disposal of fixed assets, intangible assets and other 7,524,637.46 16,500.00 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 7,524,637.46 16,500.00 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 2,868,316.09 4,163,753.00 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 2,868,316.09 4,163,753.00 investing activities Net cash flows from investing activities 4,656,321.37 -4,147,253.00 22 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 292,989,352.23 576,000,000.00 Cash received from issuance of bonds Other cash received relating to 25,000,000.00 financing activities Subtotal of cash inflows from financing 317,989,352.23 576,000,000.00 activities Repayment of borrowings 370,316,902.32 301,272,355.34 Cash paid for interest expenses and 58,321,427.21 50,962,682.58 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from 428,638,329.53 352,235,037.92 financing activities Net cash flows from financing activities -110,648,977.30 223,764,962.08 IV. Effect of foreign exchange rate -311,776.15 357,399.55 changes on cash and cash equivalents V. Net increase in cash and cash -118,616,676.33 25,040,944.71 equivalents Add: Opening balance of cash and 463,713,702.77 324,967,185.86 cash equivalents VI. Closing balance of cash and cash 345,097,026.44 350,008,130.57 equivalents Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Wei Hanping Chief of the accounting division: Tang Xiaoping 8. Cash flow statement of the Company for Jan.-Sept. 2013 Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 23 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2013 Jan.-Sept. 2012 I. Cash flows from operating activities: Cash received from sale of 898,487,340.22 48,007,162.14 commodities and rendering of service Tax refunds received Other cash received relating to 85,583,854.13 305,701,687.85 operating activities Subtotal of cash inflows from operating 984,071,194.35 353,708,849.99 activities Cash paid for goods and services 468,167,038.09 215,887,260.25 Cash paid to and for employees 27,082,382.25 24,035,928.18 Various taxes paid 36,863,142.63 11,340,345.22 Other cash payment relating to 244,001,605.68 328,004,129.50 operating activities Subtotal of cash outflows from 776,114,168.65 579,267,663.15 operating activities Net cash flows from operating activities 207,957,025.70 -225,558,813.16 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on 0.00 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 0.00 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 2,067,052.09 448,597.00 assets Cash paid for investment 30,000,000.00 Net cash paid to acquire subsidiaries 0.00 and other business units 24 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Other cash payments relating to 0.00 investing activities Subtotal of cash outflows from 32,067,052.09 448,597.00 investing activities Net cash flows from investing activities -32,067,052.09 -448,597.00 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings Cash received from issuance of 240,000,000.00 450,000,000.00 bonds Other cash received relating to 25,000,000.00 0.00 financing activities Subtotal of cash inflows from financing 265,000,000.00 450,000,000.00 activities Repayment of borrowings 344,316,902.32 141,272,355.34 Cash paid for interest expenses and 46,553,882.32 45,225,318.69 distribution of dividends or profit Other cash payments relating to 0.00 financing activities Sub-total of cash outflows from 390,870,784.64 186,497,674.03 financing activities Net cash flows from financing activities -125,870,784.64 263,502,325.97 IV. Effect of foreign exchange rate -477.47 -264.10 changes on cash and cash equivalents V. Net increase in cash and cash 50,018,711.50 37,494,651.71 equivalents Add: Opening balance of cash and 190,825,250.83 144,779,100.65 cash equivalents VI. Closing balance of cash and cash 240,843,962.33 182,273,752.36 equivalents Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Wei Hanping Chief of the accounting division: Tang Xiaoping 25 Report for the Third Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. II. Audit report Is this report audited? □ Yes √ No This report is not audited. 26