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深深房B:2013年第三季度报告全文(英文版)2013-10-22  

						                              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




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             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

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                 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


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                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.




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                  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


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                    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