2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
2014 Semi-annual Report
2014-017
August 2014
1
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section I. Important Reminders, Contents & Definition
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 in person for reviewing this report except the following:
Reason for not attending the session in
Name Position Name of the proxy
person
Song Botong Independent Personal reason Liu Quanmin
director
The Company plans not to distribute cash dividends or bonus shares or turn capital reserve into
share capital.
Zhou Jianguo, Board Chairman, Chen Maozheng, GM, Tang Xiaoping, chief of the accounting
work, and Qiao Yanjun, chief of the accounting organ (chief of accounting), hereby confirm that the
Financial Report enclosed in this report is 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.
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Contents
2014 Semi-annual Report ............................................................................................................. 1
Section I. Important Reminders, Contents & Definition............................................................. 2
Section II. Company Profile ......................................................................................................... 5
Section III. Highlights of Accounting Data & Financial Indicators............................................ 7
Section IV. Report of the Board of Directors ............................................................................... 9
Section V. Significant Events ...................................................................................................... 17
Section VI. Change in Shares & Shareholders .......................................................................... 25
Section VII. Preferred Shares..................................................................................................... 29
Section VIII. Directors, Supervisors & Senior Management Staff............................................ 30
Section IX. Financial Report ...................................................................................................... 31
Section X. Documents Available for Reference ........................................................................ 144
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Definition
Refers
Term Definition
to
Refers Shenzhen Special Economic Zone Real Estate & Properties (Group) Co.,
Company, the Company, the Group
to Ltd.
Refers
Investment Holdings Shenzhen Investment Holdings Co., Ltd
to
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section II. Company Profile
I. Basic information of the Company
Stock abbreviation SSFA（SSFB） Stock code 000029（200029）
Stock exchange listed with Shenzhen Stock Exchange
Chinese name of the Company 深圳经济特区房地产(集团)股份有限公司
Abbr. of the Chinese name of
深房集团
the Company (if any)
English name of the Company
ShenZhen Special Economic Zone Real Estate&Properties (Group).co.，Ltd．
(if any)
Abbr. of the English name of
SPG
the Company (if any)
Legal representative of the
Zhou Jianguo
Company
II. Contact information
Company Secretary Securities Affairs Representative
Name Mr. Chen Ji Mr. Luo Yi
47/F, SPG Plaza, Renmin South Road, 47/F, SPG Plaza, Renmin South Road,
Contact address
Shenzhen, Guangdong, P.R.China Shenzhen, Guangdong, P.R.China
Tel. （86 755）82293000-4718 （86 755）82293000-4715
Fax （86 755）82294024 （86 755）82294024
E-mail spg@163.net spg@163.net
III. Other information
1. Ways to contact the Company
Did any change occur to the registered address, office address and their postal codes, website address and email address of the
Company during the reporting period?
□ Applicable √ Inapplicable
The registered address, office address and their postal codes, website address and email address of the Company did not change
during the reporting period. The said information can be found in the 2013 Annual Report.
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
2. About information disclosure and where this report is placed
Did any change occur to information disclosure media and where this report is placed during the reporting period?
□ Applicable √ Inapplicable
The newspapers designated by the Company for information disclosure, the website designated by CSRC for disclosing this report
and the location where this report is placed did not change during the reporting period. The said information can be found in the 2013
Annual Report.
3. Change of the registered information
Did any change occur to the registered information during the reporting period?
□ Applicable √ Inapplicable
The registration date and place of the Company, its business license No., taxation registration No. and organizational code did not
change during the reporting period. The said information can be found in the 2013 Annual Report.
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section III. Highlights of Accounting Data & Financial Indicators
I. Major accounting data and financial indicators
Does the Company adjust retrospectively or restate accounting data of previous years due to change of any accounting policy or
correction of any accounting error?
□ Yes √ No
Reporting period Same period of last year YoY +/- (%)
Operating revenues (RMB Yuan) 573,074,359.31 320,687,860.60 78.70%
Net profit attributable to shareholders of
34,732,376.73 13,050,340.37 166.14%
the Company (RMB Yuan)
Net profit attributable to shareholders of
the Company after extraordinary gains and 34,449,556.67 9,619,800.04 258.11%
losses (RMB Yuan)
Net cash flows from operating activities
200,024,750.32 349,447,741.01 -42.76%
(RMB Yuan)
Basic EPS (RMB Yuan/share) 0.0343 0.0129 165.89%
Diluted EPS (RMB Yuan/share) 0.0343 0.0129 165.89%
Weighted average ROE (%) 1.85% 0.79% 1.06%
As at the end of the
As at the end of last year +/- (%)
reporting period
Total assets (RMB Yuan) 4,389,048,260.74 4,215,099,296.67 4.13%
Net assets attributable to shareholders of
1,897,643,065.42 1,863,347,135.33 1.84%
the Company (RMB Yuan)
II. Differences between accounting data under domestic and overseas accounting standards
1. Differences of net profit and net assets disclosed in financial reports prepared under international and
Chinese accounting standards
√Applicable □ Inapplicable
Unit: RMB Yuan
Net profit attributable to shareholders of the Net assets attributable to shareholders of the
Company Company
Reporting period Same period of last year Closing amount Opening amount
According to Chinese
34,732,376.73 13,050,340.37 1,897,643,065.42 1,863,347,135.33
accounting standards
Items and amounts adjusted according to international accounting standards
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
According to international
34,732,376.73 13,050,340.30 1,897,643,065.42 1,863,347,135.30
accounting standards
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and
Chinese accounting standards
√Applicable □ Inapplicable
Unit: RMB Yuan
Net profit attributable to shareholders of the Net assets attributable to shareholders of the
Company Company
Reporting period Same period of last year Closing amount Opening amount
According to Chinese
34,732,376.73 13,050,340.37 1,897,643,065.42 1,863,347,135.33
accounting standards
Items and amounts adjusted according to overseas accounting standards
According to overseas
34,732,376.73 13,050,340.37 1,897,643,065.42 1,863,347,135.33
accounting standards
Naught
3. Explain reasons for the differences between accounting data under domestic and overseas accounting
standards
□ Applicable √ Inapplicable
III. Items and amounts of extraordinary gains and losses
√Applicable □ Inapplicable
Unit: RMB Yuan
Item Amount Explanation
Gains/losses on the disposal of non-current assets (including the
-893.90
offset part of asset impairment provisions)
Non-operating income and expenses other than the above 377,987.32 Metro compensation
Less: Income tax effects 94,273.36
Total 282,820.06 --
Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in 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
No such cases during the reporting period.
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section IV. Report of the Board of Directors
I. Overview
In the first half of 2014, real estate trading was not as active as last year. The floor space of new houses in building in the country, the
sales amount and floor space of commodity houses and some other important indicators were not quite good. In face of the severe
external environment, according to the general guideline and work plans set at the beginning of the year, i.e. “boost the main business,
enlarge the land reserve, enhance cost control, improve the management capability, seize opportunities arising from the thorough and
in-depth reform, make use of the favorable conditions, accelerate development and try to bring the profits up to a new level”, we
closely followed market movements and adjusted our marketing strategy in a timely manner. As a result, all the operation and
management work proceeded smoothly, and objectives were fulfilled.
II. Main business analysis
Overview
For the reporting period, the Company achieved operating revenues of RMB 573,074,400, up 78.70% from the same period of last
year; operating profit of RMB 49,708,600, up 217.46% on the year-on-year basis; total profit of RMB 50,085,700, up 162.39% on
the year-on-year basis; and net profit attributable to shareholders of the Company of RMB 34,732,400, representing a year-on-year
increase of 166.14%.
The sales income carried over from real estate stood at RMB 267,924,000 in the reporting period, representing a year-on-year
increase of 303.75%, mainly because the carried-over sales income from the Chuanqi Hill project stood at RMB 235,837,000; the
income from construction stood at RMB 207,978,000, up 26.51% year on year; and the income from leasing stood at RMB
36,643,300, up 22.39% year on year.
YoY change of major financial data:
Unit: RMB Yuan
Reporting period Same period of last year YoY +/-% Main reasons for change
The carried-over income
Operating revenues 573,074,359.31 320,687,860.60 78.70% from the Chuanqi Hill
project
The carried-over costs
Operating costs 432,807,763.70 246,707,002.82 75.43% from the Chuanqi Hill
project
The marketing and
promotion expenditure
Selling expenses 14,246,226.29 6,879,545.90 107.08%
and the agent
commissions increased.
Cash expenditures
Administrative expenses 25,596,729.20 27,482,942.29 -6.86%
decreased.
Financial expenses 9,826,406.41 -575,027.99 1,808.86% The capitalized interest
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
decreased.
Income tax expenses 15,333,005.11 6,019,760.27 154.71% Total profit increased.
Net cash flows from The taxes and fares paid
200,024,750.32 349,447,741.01 -42.76%
operating activities increased 156.47%.
The net cash received
Net cash flows from
-1,175,815.00 3,751,823.13 -131.34% from disposal of fixed
investing activities
assets decreased 99.87%.
Net cash flows from The repaid bank loans
-167,205,928.61 -223,496,227.17 25.19%
financing activities decreased 30.69%.
Net cash flows from
Net increase in cash and
31,721,528.78 129,467,480.64 -75.50% operating activities
cash equivalents
decreased 42.76%.
Major changes to the profit structure or sources of the Company during the reporting period:
√ Applicable □ Inapplicable
The profit growth of the Company was mainly because the Chuanqi Hill project carried over as scheduled and the operating revenues
increased from the same period of last year.
Reporting period progress of the future development planning in the disclosed documents of the Company such as share-soliciting
prospectuses, offering prospectuses, asset reorganization reports, etc.:
□ Applicable √ Inapplicable
The Company did not mention any future planning for the reporting period in its disclosed documents such as share-soliciting
prospectuses, offering prospectuses, asset reorganization reports, etc.
Review the progress of any previously disclosed business plan in the reporting period:
Inapplicable
III. Breakdown of main business
Unit: RMB Yuan
Increase/decrease Increase/decrease Increase/decrease
of operating of operating costs of gross profit
Operating Gross profit rate
Operating costs revenues over the over the same rate over the same
revenues (%)
same period of period of last year period of last year
last year (%) (%) (%)
Classified by industry:
Real estate 267,924,034.00 162,993,544.27 39.16% 303.75% 501.14% -19.98%
Construction 207,977,984.05 196,385,851.15 5.57% 26.51% 26.08% 0.32%
Leasing 36,643,317.15 17,579,397.00 52.03% 22.39% 49.41% -8.68%
Property
46,990,911.75 44,145,924.56 6.05% 0.71% 4.32% -3.25%
management
Hotel and other 13,538,112.36 11,703,046.72 13.55% 1.53% 20.11% -13.37%
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
services
Total 573,074,359.31 432,807,763.70 24.48% 78.70% 75.43% 1.41%
Classified by product:
Housing units 267,924,034.00 162,993,544.27 39.16% 303.75% 501.14% -19.98%
Other products 305,150,325.31 269,814,219.43 11.58% 19.98% 22.87% -2.08%
Total 573,074,359.31 432,807,763.70 24.48% 78.70% 75.43% 1.41%
Classified by region:
Guangdong
572,773,895.80 432,807,763.70 24.44% 78.78% 75.43% 1.44%
Province
Overseas 300,463.51 100.00% -2.57% 0.00%
Total 573,074,359.31 432,807,763.70 24.48% 78.70% 75.43% 1.41%
IV. Core competitiveness analysis
As one of the earliest real estate listed companies in Shenzhen, the Company has a history over 30
years in real estate development in Shenzhen and rich experience in the main business of real estate
development. In recent years, thanks to the experience learned from the SPG Chuanqi Hill project
in Guangming, Shenzhen, and the SPG Shanglin Garden project in Longgang, Shenzhen, the
Headquarters of the Company has been greatly improved in planning, construction, cost control,
marketing capability and brand image; and thanks to the projects in Shantou, the offsite
development management mode is growing mature; the Company keeps improving the
management mechanism and processes for project development so the professionalism and
management capability of the Company have improved significantly; the Company also perfects the
training system and holds the “Shenzhen Real Estate & Properties Presentation” as well as makes
efforts to build learning-oriented enterprise, as the result, the core competitiveness of its main
business of real estate development keeps increasing.
V. Investment analysis
1. Investments in equities of external parties
(1) Investments in external parties
□ Applicable √ Inapplicable
The Company did not invest in any external party in the reporting period.
(2) Equity-holdings in financial enterprises
□ Applicable √ Inapplicable
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
The Company did not hold any equity in any financial enterprise in the reporting period.
(3) Investment in securities
□ Applicable √ Inapplicable
The Company did not invest in any securities in the reporting period.
2. Wealth management entrustment, derivative investments and entrustment loans
(1) Wealth management entrustment
□ Applicable √ Inapplicable
The Company did not make any wealth management entrustment in the reporting period.
(2) Derivative investment
□ Applicable √ Inapplicable
The Company did not carry out any derivative investment in the reporting period.
(3) Entrustment loans
□ Applicable √ Inapplicable
There were no entrustment loans in the reporting period.
3. Use of raised funds
(1) Overview of the use of raised funds
□ Applicable √ Inapplicable
(2) Projects invested with raised funds as promised
□ Applicable √ Inapplicable
(3) Change of raised-funds-invested projects
□ Applicable √ Inapplicable
No change of raised-funds-invested projects during the reporting period.
(4) Projects invested with raised funds
Overview of the project Disclosure date Index for the disclosed information
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
4. Analysis to main subsidiaries and stock-participating companies
√ Applicable □ Inapplicable
Main subsidiaries and stock-participating companies:
Unit: RMB Yuan
Main
Company Company Registered Operating Operating
Industry products/ser Total assets Net assets Net profit
name variety capital revenues profit
vices
Shenzhen
Hotel RMB 30 41,272,647. 35,419,201. 12,424,971. 411,875.5
Petrel Hotel Subsidiary Service 308,729.65
Service million 44 51 99 3
Co., Ltd.
Shenzhen
Property
Property RMB 7.25 72,353,067. 15,567,063. 55,853,813. 434,297.6
Subsidiary Service managemen 580,998.87
Managemen million 23 44 51 3
t
t Co., Ltd.
Shenzhen Fixing and
Zhentong maintenanc RMB 10 175,286,10 16,863,617. 232,654,40 1,586,279
Subsidiary Service 1,398,362.39
Engineering e of million 2.54 26 2.19 .37
Co., Ltd. projects
Shenzhen
Huazhan
Constructio
Constructio RMB 8 10,949,640. 8,269,970.4 4,791,203.0 617,566.7
Subsidiary Service n 496,369.88
n million 71 4 4 4
supervision
Supervision
Co., Ltd.
Shenzhen
SPG
RMB 10.29 20,724,703. 16,677,111. 2,287,202.9 577,604.5
Mini-bus Subsidiary Service 432,938.98
million 89 82 6 2
Rent Co., Rent of
Ltd. mini-bus
Shantou
SEZ,
Wellam Developme
US$ 15 686,325,40 341,579,33 32,087,046. 6,316,243
FTY, Subsidiary Real estate nt of real 4,202,912.49
million 2.61 7.69 00 .55
Building estate
Developme
nt Co., Ltd.
Great Wall Developme
USD 0.5 17,898,705. -77,316,272
Estate Co., Subsidiary Real estate nt of real 300,463.51 67,850.10 67,850.10
million 85 .33
Inc. (U.S.) estate
Xin Feng Subsidiary Investment Investment HKD 1 200,170,81 -390,660,21 121,500.00 -1,968,40 -1,971,264.10
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Enterprise managemen and million 7.55 8.69 0.08
Co., Ltd. t managemen
t
Shenzhen
SPG Developme
RMB 30 909,286,45 -38,502,706 -5,117,88
Longgang Subsidiary Real estate nt of real -5,069,047.61
million 9.30 .02 5.99
Developme estate
nt Co., Ltd.
5. Significant projects invested with non-raised funds
√ Applicable □ Inapplicable
Unit: RMB Ten Thousand Yuan
Cumulative actual
Total planed
Project name Input for this period input as at the Project progress Project earnings
investment
period-end
Accumulative
carried forward sales
SPG Chuanqi Hill 254,545 10,308 227,172 100.00%
revenue of RMB
1,509,170,000
SPG Shanglin
140,000 16,176 76,906
Garden
Shantou Yuejing
15,000 2,857 15,751
Dongfang
Shantou Jingzaiwan
119,400 2,150 32,014
Project
Total 528,945 31,491 351,843 -- --
VI. Predict the operating results of Jan.-Sep. 2013
Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the
next reporting period according to prediction, as well as explanations on the reasons:
√ Applicable □ Inapplicable
Prediction: Synthetic and substantial ascent
Type of the predicted data: interval data
Jan.- Sep.
Jan.-Sep. 2014 +/-
2013
Predicted accumulative net
5,000 -- 5,800 1,658 Increase 201.57% -- 249.82%
profit (RMB Ten thousand)
Basic EPS (RMB Yuan/share) 0.0494 -- 0.0573 0.0164 Increase 201.22% -- 249.39%
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Explanation about the
Sales of the SPG Chuanqi Hill of the Company carried forward normally.
predictions
VII. Explanation by the Board of Directors and the Supervisory Committee about the
“non-standard audit report” issued by the CPAs firm for the reporting period
□ Applicable √ Inapplicable
VIII. Explanation by the Board of Directors about the “non-standard audit report” for last
year
□ Applicable √ Inapplicable
IX. Implementation of profit allocation during the reporting period
Profit allocation plan implemented during the reporting period, especially execution and adjustment of the cash dividend plan and the
plan for turning capital reserve into share capital:
□ Applicable √ Inapplicable
The Company planed not to distribute cash dividends or bonus shares or turn capital reserve into share capital of the profits
distribution plan of last year.
X. Preplan for profit distribution and turning capital reserve into share capital for the
reporting period
□ Applicable √ Inapplicable
The Company planed not to distribute cash dividends or bonus shares or turn capital reserve into share capital for the reporting
period.
XI. Researches, visits and interviews received in the reporting period
√ Applicable □ Inapplicable
Main discussion and
Time Place Way of reception Visitor type Visitor materials provided by the
Company
Know of the annual
operation situation of the
Company, situations such
as the progress of the
9 Jan. 2014 Office By telephone Individual Individual investor project development and
the influences on the
operation of the Company
of the state and policies,
didn’t offer written
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
materials
Inquire of the appointed
disclosure date of the
annual report of the
6 Mar. 2014 Office By telephone Individual Individual investor Company and the sales
situation of Guangming,
Longgang, didn’t offer
written materials
Inquire of the operation
situation of the Company
and the reason that the
25 Apr. 2014 Office By telephone Individual Individual investor
decrease of the current
share price, didn’t offer
written materials
Inquire of the progress of
the project development of
the first half year and the
26 Jun. 2014 Office By telephone Individual Individual investor
sales situation of the
Company, didn’t offer
written materials
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section V. Significant Events
I. Information about corporate governance
In the reporting period, the Company strictly accorded with requirements of Company Law, Securities Law, Stock Listing Rules and
the relevant regulations of other laws and regulations, the Company continuously perfected its corporate governance, and
standardized its operation. The actual situation of corporate governance was in line with the requirements of the relevant normative
documents, which formed a operation system that decision made by the Board of Directors, execution implemented by management
team and supervised by the Board of Supervisors.
(I) The arrangement and opening of the Annual General Meeting of the Company and the disclosure of the solutions of the meetings
are both executed according to regulations of the Articles of Association and Rules of Procedure of Shareholders Meeting, with the
whole shareholders in equal state than could fully execute the legitimate rights.
(II) The Directors and the Board of Directors: the decision-making right of the Board of Directors exercises normally and the
preparation and opening of the board meetings as well as the disclosure of the solutions of the meetings are all executed according to
the regulations of Articles of Association and Rules of Procedure of the Board of Directors; special committees such as the strategies,
audition, nomination, remuneration and assessment etc., which belong to the Board of Directors, could carry out works positively as
well as efficiently; the Directors performed with integrity, loyalty, diligence and responsibility.
(III) The Supervisors and Board of Supervisors: the Board of Supervisors of the Company strictly executes the supervision and
inspection on the significant events of the Company, efficiently exercises the supervision right as well as fully exerts the supervision
function according to the regulations of the Rules of Procedure of the Board of Supervisors.
(IV) Managers: the managers comprehensively take in charge of the administration work of the production and the operation of the
Company, and other senior executives all both could perform with diligence and responsibility. The manager also could efficiently
execute the decision of the Board of Directors as well as ensure the efficiency of the supervision and restriction.
II. Significant lawsuit or arbitration
√ Applicable □ Inapplicable
Involved
Projected Ruling and Execution of Date of Disclosure
Basic information amount Progress
liability or not influence ruling disclosure index
(RMB 0,000)
Xi’an Project ① Business The applicant
Lawsuit (For Tourism has received
details, see “Note Company had to RMB 15.20
VII”—“Contingent pay for the million. Now
www.cninfo.c
Events”—“1. compensation Business
om.cn
Contingent 2,100 No In execution RMB 36,620 Tourism 29 Mar. 2014
Semi-annual
liabilities due to thousand and the Company has
Report
pending lawsuits relevant interest no executable
or arbitrations, as (from 14 Sept. properties and
well as the 1998 to the Xi’an Joint
financial influence payment day) to Commission on
17
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
thereof”.) Xi’an Fresh Peak Commerce has
Company within been refusing to
one month after execute the
the judgment ruling. It is
entering into difficult to
force. If the recover the rest.
Business Tourism
Company failed
to pay in time, it
had to pay double
debt interests to
Xi’an Fresh Peak
Company for the
overdue period;
② Xi’an Joint
Commission on
Commerce had
jointly and
severally
obligation of the
interests of the
compensation; .③
Business Tourism
Company shall
bear RMB
227,500 of the
acceptance fee
and the security
fee.
① Luofu Hill
Tourism
Luofu Hill project
Company has
Lawsuit (For Because the
paid back RMB
details, see “Note state-owned
9.6 million; ②
VII”—“Contingent land resource
Luofushan
Events”—“1. administration www.cninfo.c
Administration
Contingent cannot work out om.cn
980 No In execution Committee had to 29 Mar. 2014
liabilities due to the planning key Semi-annual
undertake one
pending lawsuits points for the Report
third of the debts
or arbitrations, as sealed land, the
which Luofushan
well as the land cannot be
Tourism was
financial influence auctioned.
unable to repay;
thereof”.)
③ Luofu Hill
Tourism
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Company shall
bear RMB
167,700 of the
case acceptance
fee and the
security fee.
III. Media’s queries
□Applicable √Inapplicable
There was no media’s common query during the reporting period.
IV. Bankruptcy reorganization
□ Applicable √ Inapplicable
No event involving bankruptcy reorganization occurred to the Company in the reporting period.
V. Asset transactions
1. Purchase of assets
□ Applicable √ Inapplicable
There was no purchase of asset by the Company during the reporting period.
2. Sale of assets
□ Applicable √ Inapplicable
There was no sale of assets by the Company during the reporting period.
3. Business combination
□ Applicable √ Inapplicable
No business combination occurred to the Company during the reporting period.
VI. Implementation of equity incentive and its influence
□ Applicable √ Inapplicable
The Company did not make or carry out any equity incentive plan during the reporting period.
VII. Significant related-party transactions
1. Related-party transactions concerning routine operation
√ Applicable □ Inapplicable
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2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Proportio
n in the Obtainabl
Transacti
total e market
Type of Contents on
Related amounts Method price for
the of the Pricing Transacti amount Disclosur Disclosur
transactio Relation of of the
transactio transactio principle on price (RMB e date e index
n party transactio settlement transactio
n n Ten
ns of the n of the
thousand)
same kind same kind
(%)
Under the
same The
control of related
Contractu
Shenzhen the party
al amount
Jianan Company offered Construct Negotiate Bank 29 Mar.
of RMB 100 100.00%
Group ’s bid for ion d price transfer 2014
40,519,40
Co., Ltd. controllin the
0
g wholly
sharehold subsidiary
er
Total -- -- 100 -- -- -- -- --
Details about return of large-amount sales Naught
Where the Company classifies and
estimates the total amount of routine
related-party transactions for the reporting Inapplicable
period, explain the actual implementation
during the reporting period (if any)
Explain why the transaction price is greatly
Inapplicable
different from the market price
2. Related-party transactions arising from acquisition and sale of assets
□ Applicable √ Inapplicable
No related-party transaction arising from acquisition or sale of assets occurred to the Company during the reporting period.
3. Related-party transactions arising from joint investment in external parties
□ Applicable √ Inapplicable
No related-party transaction arising from joint investment in external parties occurred to the Company during the reporting period.
4. Credits and liabilities with related parties
√ Applicable □ Inapplicable
Was there any non-operating credit or liability with any related party?
□ Yes √ No
The Company was not involved in any non-operating credit or liability with any related party during the reporting period.
20
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
5. Other significant related-party transactions
□ Applicable √ Inapplicable
No other significant related-party transaction occurred to the Company during the reporting period.
VIII. Occupation of the Company’s funds for non-operating purposes by the controlling
shareholder and its related parties
□ Applicable √ Inapplicable
The controlling shareholder or its related parties did not occupy the Company’s funds for non-operating purposes during the reporting
period.
IX. Significant contracts and fulfillment thereof
1. Trusteeship, contracting and leasing
(1) Trusteeship
□ Applicable √ Inapplicable
The Company did not make any entrustment in the reporting period.
(2) Contracting
□ Applicable √ Inapplicable
The Company was not involved in any contracting in the reporting period.
(3) Leasing
□ Applicable √ Inapplicable
The Company was not involved in any leasing in the reporting period.
2. Guarantees provided by the Company
√ Applicable □ Inapplicable
Unit: RMB Ten Thousand
Guarantees provided by the company for external parties (excluding those for subsidiaries)
Disclosure
Guarante
date on Actual
Actual e for a
relevant Amount for occurrence date Type of Period of Executed
Guaranteed party guarantee related
announcem guarantee (date of guarantee guarantee or not
amount party or
ent of agreement)
not
guaranteed
21
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
amount
Total external guarantee line Total actual occurred amount
approved during the reporting 0 of external guarantee during 0
period (A1) the reporting period (A2)
Total external guarantee line that Total actual external guarantee
has been approved at the end of 0 balance at the end of the 0
the reporting period (A3) reporting period (A4)
Guarantee provided by the Company for its subsidiaries
Guarante
Disclosure
Actual e for a
date of Actual
Amount for occurrence date Type of Period of Executed related
Guaranteed party relevant guarantee
guarantee (date of guarantee guarantee or not party or
announcem amount
agreement) not (Yes
ent
or no)
Shenzhen SPG
Longgang 31 Mar. Joint liability
8,840 31 Mar. 2012 8,840 3 years No Yes
Development Co., 2012 guarantee
Ltd.
Shantou SEZ,
Wellam FTY,
Joint liability
Building 13,000 17 Apr. 2013 13,000 3 years No Yes
guarantee
Development Co.,
Ltd.
Total guarantee line approved for Total actual occurred amount
the subsidiaries during the of guarantee for the
0 0
reporting period subsidiaries during the
(B1) reporting period (B2)
Total guarantee line that has been
Total actual guarantee balance
approved for the subsidiaries at
21,840 for the subsidiaries at the end 21,840
the end of the reporting period
of the reporting period (B4)
(B3)
Total guarantee amount provided by the Company (total of the above-mentioned two kinds of guarantees)
Total guarantee line approved Total actual occurred amount
during the reporting period 0 of guarantee during the 0
(A1+B1) reporting period (A2+B2)
Total guarantee line that has been Total actual guarantee balance
approved at the end of the 21,840 at the end of the reporting 21,840
reporting period (A3+B3) period (A4+B4)
Proportion of total guarantee amount (A4+B4) to the net assets
11.51%
of the Company
22
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Of which:
Amount of debt guarantee provided for the guaranteed party
whose asset-liability ratio is not less than 70% directly or 8,840
indirectly (D)
Part of the amount of the total guarantee over 50% of net assets
0
(E)
Total amount of the above three guarantees (C+D+E) 8,840
The Company offered staggered joint liability guarantee for the
commercial residential building purchaser’s mortgage loan,
guarantee period from the date of the loan to the completion of
Explanation on possible bearing joint responsibility of mortgage registration date of Shenzhen Real Estate Sales Contract
liquidation due to immature guarantee (Pre-sale). If the buyer did not fulfill the debtor during the security
responsibility, the Company has the right to withdraw the property
sold, thus the guarantee will not cause the actual loss of the
Company.
Explanation on provision of guarantees for external parties in
N/A
violation of the prescribed procedure
Explanation on particulars about the guarantees by complex ways:
N/A
(1) Illegal provision of guarantees for external parties
□ Applicable √ Inapplicable
The Company did not illegally provide any guarantee for any external party in the reporting period.
3. Other significant contracts
□ Applicable √ Inapplicable
There was no other significant contract of the Company in the reporting period.
4. Other significant transactions
□ Applicable √ Inapplicable
The Company was not involved in any other significant transaction in the reporting period.
X. Commitments made by the Company or any shareholder holding over 5% of the
Company’s shares in the reporting period or such commitments carried down into the
reporting period
□ Applicable √ Inapplicable
No such commitments in the reporting period.
23
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
XI. Engagement and disengagement of the CPAs firm
Has the semi-annual financial report been audited?
□ Yes √ No
XII. Punishments and rectifications
□ Applicable √ Inapplicable
No punishment or rectification in the reporting period.
XIII. Delisting risk due to violation of laws or regulations
□ Applicable √ Inapplicable
No such risk in the reporting period.
XIV. Other significant events
□ Applicable √ Inapplicable
No other significant event in the reporting period that needs to be explained.
24
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section VI. Change in Shares & Shareholders
I. Change in shares
Unit: Share
Before the change Increase/decrease (+, -) After the change
Capitalizat
Percentag New Bonus ion of Percentag
Number Other Subtotal Number
e shares shares capital e
reserve
I. Shares subject to trading
0 0.00% 0 0 0 0 0 0 0.00%
moratorium
1. Shares held by the State 0 0.00% 0 0 0 0 0 0 0.00%
2. Share held by
0 0.00% 0 0 0 0 0 0 0.00%
state-owned corporation
3. Shares held by other
0 0.00% 0 0 0 0 0 0 0.00%
domestic corporation
Among which: shares held
0 0.00% 0 0 0 0 0 0.00%
by domestic corporation
Shares held by domestic
0 0.00% 0 0 0 0 0 0 0.00%
natural persons
4. Shares held by foreign
0 0.00% 0 0 0 0 0 0.00%
investors
Among which: Shares held
0 0.00% 0 0 0 0 0 0 0.00%
by foreign corporation
Shares held by foreign
0 0.00% 0 0 0 0 0 0 0.00%
natural persons
5. Share held by senior 1,011,660, 1,011,660
100.00% 0 0 0 0 0 100.00%
management staff 000 ,000
II. Shares not subject to 891,660,0 891,660,0
88.14% 0 0 0 0 0 88.14%
trading moratorium 00 00
1. Renminbi ordinary 120,000,0 120,000,0
11.86% 0 0 0 0 0 11.86%
shares 00 00
2. Domestically listed
0 0.00% 0 0 0 0 0 0 0.00%
foreign shares
4. Other 0 0.00% 0 0 0 0 0 0 0.00%
III. Total amount of shares 1,011,660, 100.00% 0 0 0 0 0 1,011,660 100.00%
25
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
000 ,000
Reason for the changes in share capital
Approval for changes in share capital
□ Applicable √ Inapplicable
Transfer for changes in share capital
Effects of changes in share capital on the basic EPS, diluted EPS, net assets per share attributable to common shareholders of the
Company and other financial indexes over the last year and last period
□ Applicable √ Inapplicable
Other contents that the Company considers necessary or required by the securities regulatory authorities to disclose
II. Total number of shareholders and their shareholdings
Unit: Share
Total number of preferred share
Total number of common holders who had resumed their
shareholders at the end of the 75,869 voting right at the end of the 0
reporting period reporting period (if any) (see
note 8)
Shareholdings of shareholders holding more than 5% shares or top 10 shareholders
Increase Pledged or frozen shares
/decreas Number
Number of Number
e of of
shares held at of
Name of Nature of Shareholding shares non-rest
the end of the restricte Number of
shareholder shareholder percentage (%) during ricted Status of shares
reporting d shares shares
the shares
period held
reportin held
g period
SHENZHEN
INVESTMENT State-owned 642,884
63.55% 642,884,262 0
HOLDINGS corporation ,262
CO., LTD
4,169,8 4,169,8
Wen Jianjun Domestic individual 0.41% 4,169,892
92 92
232810 2,328,1
Li Minggong Foreign individual 0.23% 2,328,100
0 00
GUOTAI
JUNAN
1,767,6
SECURITIES(H Foreign corporation 0.17% 1,767,650 -12500
50
ONGKONG)
LIMITED
1,480,0
Zhang Jigang Domestic individual 0.15% 1,480,000 780000
00
26
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
1,210,6
Qian Chao Domestic individual 0.12% 1,210,688 258700
88
Dacheng Value State-owned 1,123,2
0.11% 1,123,296 1123296
Growth Fund corporation 96
1,109,3
Wu Haoyuan Foreign individual 0.11% 1,109,300 0
00
1,095,8
Wang Zhongming Domestic individual 0.11% 1,095,808 0
08
Gao Qiang Domestic individual 0.10% 987,000 436400 987,000
corporation becoming a top ten
shareholder due to placing of new Naught
shares (if any) (See note 3)
Explanation on associated relationship The Company found no relationship between the shareholders above, and also did not find
or/and persons acting in concert among them belong to the shareholders Listed Company change in shareholding ownership
the above-mentioned shareholders Information Management Approach specified in the act in concert.
Particulars about shares held by the top ten shareholders holding shares not subject to trading moratorium
Type of share Number of trada
Name of shareholder Number of tradable shares held at the year-end
Type Number
SHENZHEN INVESTMENT RMB ordinary
642,884,262
HOLDINGS CO., LTD share
RMB ordinary
Wen Jianjun 4,169,892
share
Domestically
Li Minggong 2,328,100 listed foreign
share
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 1,767,650 listed foreign
LIMITED share
RMB ordinary
Zhang Jigang 1,480,000
share
RMB ordinary
Qian Chao 1,210,688
share
RMB ordinary
Dacheng Value Growth Fund 1,123,296
share
Domestically
Wu Haoyuan 1,109,300 listed foreign
share
Domestically
Wang Zhongming 1,095,808
listed foreign
27
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
share
RMB ordinary
Gao Qiang 987,000
share
Explanation on associated relationship
or/and persons acting in concert among
The Company found no relationship between the shareholders above, and also did not find
the top ten tradable shareholders and
them belong to the shareholders Listed Company change in shareholding ownership
between the top ten tradable
Information Management Approach specified in the act in concert.
shareholders and the top ten
shareholders
Qian Chao, the sixth of the top ten shareholders held A share of the Company of 1,210,688
Explanation on the top 10 shareholders
shares purchased by securities margin trading. Gao Qiang, the seventh of the top ten
participating in the margin trading
shareholders held A share of the Company of 721,400 shares purchased by securities
business (if any) (see Note 4)
margin trading.
Did any shareholder of the Company carry out an agreed buy-back in the reporting period?
□ Yes √ No
No shareholder of the Company carried out any agreed buy-back in the reporting period.
III. Change of the controlling shareholder or the actual controller
Change of the controlling shareholder in the reporting period
□ Applicable √ Inapplicable
The controlling shareholder of the Company did not change in the reporting period.
Change of the actual controller in the reporting period
□ Applicable √ Inapplicable
The actual controller of the Company did not change in the reporting period.
IV. Any shareholding increase plan proposed or implemented by any shareholder or its
act-in-concert party during the reporting period
□ Applicable √ Inapplicable
To the best knowledge of the Company, no shareholder or its act-in-concert party proposed or implemented any shareholding increase
plan during the reporting period.
28
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section VII. Preferred Shares
I. Issuance and listing of preferred shares in the reporting period
□ Applicable √ Inapplicable
II. Number of preferred share holder and their shareholdings
□ Applicable √ Inapplicable
III. Buy-back or conversion of preferred shares
1. Buy-back of preferred shares
□ Applicable √ Inapplicable
2. Conversion of preferred shares
□ Applicable √ Inapplicable
IV. Resumption and exercise of voting rights of preferred shares
□ Applicable √ Inapplicable
V. Accounting policies adopted for preferred shares and reasons
□ Applicable √ Inapplicable
29
2014 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section VIII. Directors, Supervisors & Senior Management Staff
I. Change of shareholdings of directors, supervisors and senior management staff
□ Applicable √ Inapplicable
There was no change in the shareholdings of directors, supervisors and senior management staff in the reporting period. For details,
please refer to the 2013 Annual Report.
II. Change of directors, supervisors and senior management staff
□ Applicable √ Inapplicable
There was no change of the directors, supervisors and senior management staff. For details, please refer to the 2013 Annual Report.
30
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Section IX. Financial Report
1. Audit report
Was the financial report for the six months Ended 30 June 2014 audited?
□ Yes √ No
The financial report for the six months Ended 30 June 2014 was not audited.
2. Financial statement
Currency: RMB Yuan
2.1Consolidated Balance Sheet
Prepared by：SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd
Currency: RMB Yuan
Item Closing balance Opening balance
Current Assets：
Monetary funds 557,103,301.22 525,374,372.44
Deposit reservation for balance
Lendings to Banks and Other Financial Institutions
Financial assets held-for-trading 0.00
Note receivables
Account receivables 16,970,775.27 14,102,124.06
Prepayments 20,603,439.36 12,206,598.30
Draw in insurance fee
Reinsurance Accounts Receivable
Receivable Deposit for Duty of Reinsurance
Interest receivable
Dividends receivable 1,052,192.76 1,052,192.76
Other receivables 58,196,223.66 54,672,501.81
Buying back the sale of financial assets 0.00
Inventories 3,079,681,780.00 2,967,935,589.04
Non-current asset due within one year
Other current assets 32,898,944.99 3,451,107.04
Total current assets 3,766,506,657.26 3,578,794,485.45
Non-current assets：
Issuing of entrusted loans and advances 0.00
Financial assets held-for-trade 0.00
Held-to-maturity investments 0.00
Long-term receivables 0.00
31
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Long-term equity investments 75,200,652.59 75,200,652.59
Investment properties 456,245,530.94 466,314,091.90
Fixed assets 57,404,307.21 60,715,687.71
Construction in progress 0.00
Materials for construction 0.00
Disposal of fixed assets 0.00
Bio-assets in production 0.00
Oil and gas assets 0.00
Intangible assets 6,477,396.81 6,753,566.79
Development expenditure 0.00
Goodwill 0.00
Long-term deferred assets 421,255.91 528,352.21
Deferred tax assets 26,792,460.02 26,792,460.02
Other non-current assets 0.00
Total non-current assets 622,541,603.48 636,304,811.22
TOTAL ASSETS 4,389,048,260.74 4,215,099,296.67
Current liabilities:
Short-term loans 28,000,000.00 23,000,000.00
Borrowings from the Central Bank
Savings Absorption & Due to Placements with Banks and
Other Financial Institutions
Borrow from Banks and Other Financial Institutions
Financial liabilities held-for-trade 0.00
Notes payable
Accounts payable 282,956,580.89 389,345,271.46
Deferral 790,524,957.89 312,967,028.85
Financial Assets Sold for Repurchase
Handling charges and commissions payable
Employee benefits payable 32,334,984.72 37,159,445.41
Taxes payable 50,695,921.18 148,006,651.37
Interest payables 16,775,222.47 18,482,515.18
Dividends payable
Other payables 395,546,532.95 394,687,837.29
Dividend Payable for Reinsurance
Insurance contract reserve fund
Receivings from Vicariously Traded Securities
Receivings from Vicariously Sold Securities
Non-current liabilities due within one year 351,402,655.08 331,482,489.72
Other current liabilities
Total current liabilities 1,948,236,855.18 1,655,131,239.28
Non-current liabilities:
Long-term loans 660,305,474.21 814,213,536.85
Bonds payable
Long-term payables 11,386,664.29 10,749,885.53
32
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Special payables
Accrued liabilities
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities 671,692,138.50 824,963,422.38
Total liabilities 2,619,928,993.68 2,480,094,661.66
Owners' equity：
Share capital 1,011,660,000.00 1,011,660,000.00
Capital reserve 978,244,858.10 978,244,858.10
Less: treasury shares
Special reserve
Surplus reserve 4,974,391.15 4,974,391.15
General risk reserve
Undistributed profit -106,153,757.40 -140,886,134.13
Foreign exchange translation difference 8,917,573.57 9,354,020.21
Total owners' equity attributable to parent company 1,897,643,065.42 1,863,347,135.33
Minority interests -128,523,798.36 -128,342,500.32
Total owners’ equity 1,769,119,267.06 1,735,004,635.01
Total liabilities and owners’ equity 4,389,048,260.74 4,215,099,296.67
Legal representative ： Zhou Jianguo Person in charge of accounting: Tang Xiaoping
Person in charge of accounting organ:Qiao Yanjun
2.2 Balance Sheet
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD
Currency: RMB Yuan
Item Closing balance Opening balance
Current assets：
Monetary funds 268,564,331.04 362,953,152.47
Financial assets held-for-trade
Notes receivable
Accounts receivable 4,413,700.16 4,359,289.23
Prepayments 61,772.50
Interest receivable
Dividends receivable
Other receivables 629,924,184.37 669,806,773.71
Inventories 1,683,314,636.62 1,830,603,734.72
Non-current asset due within one year
Other current assets
Total current assets 2,586,278,624.69 2,867,722,950.13
Non-current Assets:
Financial assets available-for-sale
Held-to-maturity investments
33
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Long-term receivable
Long-term equity investments 328,371,367.19 328,371,367.19
Investment properties 398,635,608.45 407,900,089.95
Fixed assets 32,876,047.70 34,263,366.14
Construction in progress
Materials for construction
Disposal of fixed assets
Bio-assets in production
Oil and gas assets
Intangible assets 1,218,666.81 1,406,066.79
Development expenditure
Goodwill
Long-term deferred assets 104,660.85 132,925.95
Deferred tax assets 3,230,636.28 3,230,636.28
Other non-rrent assets
Total non-current assets 764,436,987.28 775,304,452.30
Total Assets 3,350,715,611.97 3,643,027,402.43
Current liabilities:
Short-term loans
Financial liabilities held-for-trade
Notes payable
Account payable 287,515,790.18 393,715,301.47
Deferral 89,747,119.00 82,398,193.00
Employee benefits payable 11,510,045.84 11,614,479.62
Taxes payable 57,669,469.58 149,643,182.39
Interest payable 16,535,277.94 18,094,154.07
Dividend payable
Other payables 643,182,849.45 648,978,988.66
Non-current liability due within one year 351,402,655.08 331,482,489.72
Other current liability
Total current liabilities 1,457,563,207.07 1,635,926,788.93
Non-current liabilities：
Long-term loans 427,316,121.98 581,224,184.62
Bonds payable
Long-term payables
Special payables
Accrued liabilities
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities 427,316,121.98 581,224,184.62
Total liabilities 1,884,879,329.05 2,217,150,973.55
Owners' equity:
34
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Share capital 1,011,660,000.00 1,011,660,000.00
Capital reserve 978,244,858.10 978,244,858.10
Less: treasury shares
Special reserve
Surplus reserves
General risk reserve
Undistributed profit -524,068,575.18 -564,028,429.22
Foreign currency translation difference
Total owners' equity attributable to parent company 1,465,836,282.92 1,425,876,428.88
Total liabilities and owners' equity 3,350,715,611.97 3,643,027,402.43
Legal representative ： Zhou Jianguo Person in charge of accounting: Tang Xiaoping
Person in charge of accounting organ:Qiao Yanjun
2.3 Consolidated Income Statement
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD
Currency: RMB Yuan
Item Amount for the current period Amount for the prior period
Ⅰ.Total operating income 573,074,359.31 320,687,860.60
Including: Operating income 573,074,359.31 320,687,860.60
Interest Income 0.00 0.00
Premium Income 0.00 0.00
Commission Income 0.00 0.00
Ⅱ.Total operating Costs 523,365,715.86 305,029,618.82
Including: Operating costs 432,807,763.70 246,707,002.82
Interest Expenses
Commission Expenses
Loan Value
et compensation Expenses
Appropriation of Deposit for Duty
Dividend Expenses for The Insured
Reinsurance Expenses
Business tax and surcharge 40,888,590.26 24,535,155.90
Selling expenses 14,246,226.29 6,879,545.90
Administrative expense 25,596,729.20 27,482,942.29
Financial expense 9,826,406.41 -575,027.99
Impairment losses of assets
Add: Gains from changes in fair value ("-" means loss)
Investment income ("-" means loss)
Including: Investment income from associates and joint venture
Exchange gain（"-" means loss）
Ⅲ.Operating profit ("-" means loss) 49,708,643.45 15,658,241.78
Add: Non-operating income 497,280.70 3,525,440.59
Less: Non-operating expenses 120,187.28 95,764.32
35
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Including: Loss on disposal of non-current assets 1,289.90 6,511.98
Ⅳ.Total profit ("-" means loss) 50,085,736.87 19,087,918.05
Less: Income tax expenses 15,333,005.11 6,019,760.27
Ⅴ.Net profit ("-" means loss) 34,752,731.76 13,068,157.78
Including: The net profits of the merged party which has been
realized prior to the combination
Net attributable to owners of parent company 34,732,376.73 13,050,340.37
Minority interests 20,355.03 17,817.41
Ⅵ.Earnings per share -- --
Basic Earnings per share 0.0343 0.0129
Diluted Earnings per share 0.0343 0.0129
Ⅶ.Other comprehensive income -638,099.71 1,787,893.36
Ⅷ.Total comprehensive income 34,114,632.05 14,856,051.14
Total comprehensive income attributable to owners of parent company 34,295,930.09 14,266,314.22
Total comprehensive income attributable to minority interests -181,298.04 589,736.92
Legal representative ： Zhou Jianguo Person in charge of accounting: Tang Xiaoping
Person in charge of accounting organ:Qiao Yanjun
2.4 Income Statement
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD
Currency: RMB Yuan
Item Amount for the current period Amount for the prior period
Ⅰ.Total operating income 264,492,668.99 25,288,842.36
Less: Operating costs 161,104,051.82 11,056,048.84
Business tax and surcharge 23,639,301.67 4,969,097.32
Selling expenses 5,645,238.88 4,143,678.58
Administrative expense 12,152,575.51 13,204,466.99
Financial expense 8,406,916.10 1,115,568.71
Impairment losses of assets
Add: Gains from changes in fair value ("-" means loss)
Investment income ("-" means loss)
Including: Investment income from associates and joint
venture
Ⅱ.Operating profit ("-" means loss)） 53,544,585.01 -9,200,018.08
Add: Non-operating income 4,000.00 62,002.01
Less: Non-operating expenses 39,000.00 25,644.48
Including: Loss on disposal of non-current assets 4,644.48
Ⅲ.Total profit ("-" means loss) 53,509,585.01 -9,163,660.55
Less: Income tax expenses 13,549,730.97
Ⅳ.Net profit ("-" means loss) 39,959,854.04 -9,163,660.55
Ⅴ. Earnings per share： -- --
Basic Earnings per share 0.0395 -0.009
Diluted Earnings per share 0.0395 -0.009
36
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Ⅵ. Other comprehensive income
Ⅶ. Total comprehensive income 39,959,854.04 -9,163,660.55
Legal representative ： Zhou Jianguo Person in charge of accounting: Tang Xiaoping
Person in charge of accounting organ:Qiao Yanjun
2.5Consolidated Cash Flow Statement
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD
Currency: RMB Yuan
Items Amount for the current period Amount for the prior period
Ⅰ. Cash Flow from Operating Activities：
Cash received from sales of goods or rendering of services 1,025,937,501.10 1,038,782,095.16
Refund of taxes and levies
Net increase of customer deposits and interbank deposit
Net increase in borrowings from the central bank
Cash received from the original insurance contract
Net cash received from reinsurance business
Net increase in insured deposits and investments
Net increase in disposal of financial assets
Interest charges, fees and commissions
Net increase in capital borrowed
Net increase in repurchase operations funds
Refund of taxes and levies
Cash received relating to other operating activities 60,340,341.96 66,253,051.17
Sub-total of Cash Inflows 1,086,277,843.06 1,105,035,146.33
Cash paid for goods and services 570,363,865.11 551,706,829.05
Net increase in loans and advances
Net increase on central bank and interbank
Cash payments on the original insurance contract
Cash on payment of interest, fee and commissions
Cash dividends paid to policyholders
Cash paid to and on behalf of employees 60,459,958.74 60,437,931.14
Cash paid on taxes and levies 183,766,305.94 71,652,121.81
Cash paid relating to other operating activities 71,662,962.95 71,790,523.32
Sub-total of Cash Outflows 886,253,092.74 755,587,405.32
Net Cash Flows from Operating Activities 200,024,750.32 349,447,741.01
Ⅱ. Cash Flows from Investing Activities:
Cash received from return of investments
Cash received investing income
Net cash received from disposal of fixed assets,intangible assets
6,196.00 4,627,823.89
and other long assets"
Net cash flows from disposal subsidiary and other operating
unite
Other cash received relating to investing activities
37
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Sub-total of Cash Inflows 6,196.00 4,627,823.89
Cash paid to acquire fixed assets, intangible assets and other 1,182,011.00 876,000.76
long assets
Cash paid on investments
Net increase in secured loans
Net cash paid on obtain subsidiary and other operating unite
Cash paid on other investing activities
Sub-total of Cash Outflows 1,182,011.00 876,000.76
Net Cash Flows from Investing Activities -1,175,815.00 3,751,823.13
Ⅲ. Cash flow from Financing Activities
Cash received from investments
Including: Cash received from investments by minority
interests of subsidiaries
Cash received from borrowing 15,000,000.00 17,989,352.23
Cash received from issuing bonds
Cash received from other financing activities 5,000,000.00
Sub-total of Cash Inflows 15,000,000.00 22,989,352.23
Cash repayments on borrowed amounts 143,987,897.28 207,739,818.50
Cash payments for distribution of dividends or profits 38,218,031.33 38,745,760.90
Including: Dividends or profit paid to minority interests of
subsidiaries
Cash payments on other financing activities
Sub-total of cash Outflows 182,205,928.61 246,485,579.40
Net cash flows from financing activities -167,205,928.61 -223,496,227.17
Ⅳ. Effect of foreign exchange rate on cash 78,522.07 -235,856.33
Ⅴ. Net increase in cash and cash equivalents 31,721,528.78 129,467,480.64
Add: cash equivalents at the beginning of the period 519,284,372.44 463,713,702.77
Ⅵ. Cash equivalents at the end of the period 551,005,901.22 593,181,183.41
Legal representative ： Zhou Jianguo Person in charge of accounting: Tang Xiaoping
Person in charge of accounting organ:Qiao Yanjun
2.6 Cash Flow Statement
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD
Currency: RMB Yuan
Item Amount for the current period Amount for the prior period
Ⅰ. Cash Flow from Operating Activities：
Cash received from sales of goods or rendering of 267,401,244.93 682,488,655.33
services
Refund of taxes and levies
Cash received relating to other operating activities 64,407,589.38 21,118,477.30
Sub-total of cash inflows 331,808,834.31 703,607,132.63
Cash paid for goods and services 109,365,965.55 182,971,575.16
38
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Cash paid to and on behalf of employees 16,400,793.26 17,505,842.40
Cash paid on taxes and levies 130,295,350.06 27,139,693.58
Cash paid relating to other operating activities 6,007,210.58 20,359,831.27
Sub-total of Cash Outflows 262,069,319.45 247,976,942.41
Net Cash Flows from Operating Activities 69,739,514.86 455,630,190.22
Ⅱ. Cash Flows from Investing Activities:
Cash received from return of investments
Cash received investing income
Net cash received from disposal of fixed assets, intangible
assets and other long assets
Net cash received from disposal of branch and other business
unit
Other cash received relating to investing activities
Sub-total of Cash Inflows
Cash paid to acquire fixed assets, intangible assets and 807,797.00 760,297.76
other long assets
Cash paid on investments
Net cash paid to acquire branch and other business unit
Cash paid on other investing activities
Sub-total of cash outflows 807,797.00 760,297.76
Net Cash Flows from Investing Activities -807,797.00 -760,297.76
Ⅲ. Cash flow from Financing Activities：
Cash received from investments
Cash received from borrowing
Cash received from issuing bonds
Cash received from other financing activities 5,000,000.00
Sub-total of cash inflows 5,000,000.00
Cash repayments on borrowed amounts 133,987,897.28 187,739,818.50
Cash payments for distribution of dividends or profits 29,332,752.00 31,282,790.40
Cash payments on other financing activities
Sub-total of cash Outflows 163,320,649.28 219,022,608.90
Net cash flows from financing activities -163,320,649.28 -214,022,608.90
Ⅳ. Effect of foreign exchange rate on cash 109.99 -411.85
Ⅴ. Net increase in cash and cash equivalents -94,388,821.43 240,846,871.71
Add: cash equivalents at the beginning of the period 356,953,152.47 190,825,250.83
Ⅵ. Cash equivalents at the end of the period 262,564,331.04 431,672,122.54
Legal representative ： Zhou Jianguo Person in charge of accounting: Tang Xiaoping
Person in charge of accounting organ:Qiao Yanjun
2.7CONSOLIDATED STATEMENT OF CHANGES IN OWNER'S EQUITY
Prepared by：SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
39
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Amount for the current period Currency: RMB Yuan
Amount for the current period
Attribute to the equity of parent company
Items Less: Total
General Undistri Minority
Share Capital Treasur Special Surplus owners'
risk buted Others interests
capital reserve y reserve reserve equity
reserve profit
shares
1,011,66
1.Balance at the End of Last 0,000.0
978,244, 4,974,3 -140,88 9,354,02 -128,342, 1,735,004,
Period 0
858.10 91.15 6,134.13 0.21 500.32 635.01
Add: Changes of
accounting policies
Prior year
adjustments
Other
1,011,66
2. Balance at the Beginning 978,244, 4,974,3 -140,88 9,354,02 -128,342, 1,735,004,
0,000.0
of the Year 0
858.10 91.15 6,134.13 0.21 500.32 635.01
3. Increase/Decrease
34,732,3 -436,44 -181,298. 34,114,632
movements in this Year ("-" 76.73 6.64 04 .05
means loss)
34,732,3 34,752,731
(I) Net Profit 76.73
20,355.03
.76
(II) Gain/Loss to Owners' Equity -436,44 -201,653. -638,099.7
Directly 6.64 07 1
34,732,3 -436,44 -181,298. 34,114,632
Subtotal of (I)and (II) 76.73 6.64 04 .05
(III) Capital Injected and
Reduced by Owners
a. Capital injected by owners
b. Payment for shares included
in owners' equity
c. Others
(IV) Profit Distribution
a. Withdrawal surplus reserve
b.Withdraws of general risk
reserve
c. Distribution to owners (or
shareholders)
d. Others
(V) Internal transfers of owners'
equity
a. Capitalisation of Additional
share capital; (or share capital)
b. Capitalization of surplus
reserve (or share capital)
c. Making up losses of
surplus reserve
d. Others
40
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
(VI) Special Reserve
a. Withdrawal of special
reserve
b. Use of special reserve
(VII) Others
1,011,66
4. Balance at the end of the 0,000.0
978,244, 4,974,3 -106,15 8,917,57 -128,523, 1,769,119,
period 0
858.10 91.15 3,757.40 3.57 798.36 267.06
Amount for the prior period Currency: RMB
Yuan
Amount for the prior period
Attributable to equity holders of the Company
Items Less: Total
General Undistri Minority
Share Capital Treasur Special Surplus owners'
risk buted Others interests
capital reserve y reserve reserve equity
reserve profit
shares
1,011,66
1.Balance at the End of Last 0,000.0
978,244, 4,974,3 -369,15 9,651,25 -128,264, 1,507,111,
Period 0
858.10 91.15 4,405.36 4.84 600.95 497.78
Add: retroactive
adjustment of enterprise
merger Under the same
control
Changes of accounting
policies
Error correction of
the previous period
Other
1,011,66
2. Balance at the Beginning 978,244, 4,974,3 -369,15 9,651,25 -128,264, 1,507,111,
0,000.0
of the Year 0
858.10 91.15 4,405.36 4.84 600.95 497.78
3. Increase/Decrease
13,050,3 1,215,97 589,736.9 14,856,051
movements in this Year ("-" 40.37 3.85 2 .14
means loss)
13,050,3 13,068,157
(I) Net Profit 40.37
17,817.41
.78
(II) Other comprehensive 1,215,97 571,919.5 1,787,893.
income 3.85 1 36
13,050,3 1,215,97 589,736.9 14,856,051
Subtotal of (I)and (II) 40.37 3.85 2 .14
(III) Capital Injected and
Reduced by Owners
a. Capital injected by owners
b. Payment for shares included
in owners' equity
c. Others
(IV) Profit Distribution
a. Withdraws of surplus reserve
b.Withdraws of general risk
reserve
41
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
c. Distribution to owners (or
shareholders)
d. Others
(V) Internal transfers of owners'
equity
a. Capitalisation of Additional
share capital; (or share capital)
b. Capitalization of surplus
reserve (or share capital)
c. Making up losses of
surplus reserve
d. Others
(VI) Special Reserve
a. Withdrawal of special
reserve
b. Use of special reserve
(VII) Others
1,011,66
4. Balance at the end of the 978,244, 4,974,3 -356,10 10,867,2 -127,674, 1,521,967,
0,000.0
period 0
858.10 91.15 4,064.99 28.69 864.03 548.92
Legal representative ： Zhou Jianguo Person in charge of accounting: Tang Xiaoping
Person in charge of accounting organ:Qiao Yanjun
2.8 STATEMENT OF CHANGES IN OWNER'S EQUITY
Prepared by：SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Amount for the current period Currency: RMB Yuan
Amount for the current period
Item Less: General Total
Share Capital Special Surplus Undistribut
capital reserve
Treasury
reserve reserves risk ed profit
owners'
shares reserve equity
1,011,660 978,244,85 -564,028,4 1,425,876,
1.Balance at the end of last year:
,000.00 8.10 29.22 428.88
Add: Changes of accounting policy
Error correction of the previous period
Others
2.Balance at the beginning of the 1,011,660 978,244,85 -564,028,4 1,425,876,
year ,000.00 8.10 29.22 428.88
39,959,854 39,959,854
3. Change in equity for the year
.04 .04
39,959,854 39,959,854
(I) Net profit .04 .04
(II)Others
39,959,854 39,959,854
Subtotal of (I)and (II) .04 .04
(III)Shareholders’ contributions and
decrease of capital
42
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
a. Capital injected by owners
b. Payment for shares included in
owners' equity
c. Others
(IV)Profit distribution
a. Withdraws of surplus reserve
b.Withdraws of general risk
reserve
c. Distribution to owners (or
shareholders)
d. Others
(V) Internal transfers of owners'
equity
a. Capitalisation of Additional
share capital; (or share capital)
b. Capitalisation of surplus
reserve (or share capital)
c. Making up losses of surplus
reserve
d. Others
(VI) Special Reserve
a. Withdrawal of current period
b. Use of special reserve
(VII) Others
4. Balance at the end of the 1,011,660 978,244,85 -524,068,5 1,465,836,
period ,000.00 8.10 75.18 282.92
Amount for the prior period Currency: RMB Yuan
Amount for the prior period
Item Less: General Total
Share Capital Special Surplus Undistribu
Treasury risk owners'
capital reserve reserve reserves ted profit
shares reserve equity
1,011,66 978,244,85 -770,201,8 1,219,703,
1.Balance at the end of last year: 0,000.00 8.10 14.08 044.02
Add: Changes of accouting policy
Error correction of the previous
period
Others
2.Balance at the beginning of the 1,011,66 978,244,85 -770,201,8 1,219,703,
year 0,000.00 8.10 14.08 044.02
-9,163,660. -9,163,660.
3. Change in equity for the year 55 55
-9,163,660. -9,163,660.
(1) Net profit 55 55
(2) Others
-9,163,660. -9,163,660.
Sub-total (1)& (2) 55 55
(3)Shareholders’ contributions and
43
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
decrease of capital
a. Contributions by shareholders
b. Equtiy settled share-based payment
c. Others
(4) Distribution of profits
a. Withdraws of surplus reserve
b.Withdraws of general risk reserve
c. Distribution to owners (or
shareholders)
d. Others
(5) Transfers within equity
a. Share capital increased by capital
reserve transfer
b. Share capital increased by surplus
reserve transfer
c. Remedying loss with profit surplus
d. Others
(6) Special reserves
a. Extracted this year
b. Used this year
(7) Others
4. Balance at the end of the year 1,011,66 978,244,85 -779,365,4 1,210,539,
report period 0,000.00 8.10 74.63 383.47
Legal representative ： Zhou Jianguo Person in charge of accounting: Tang Xiaoping
Person in charge of accounting organ:Qiao Yanjun
3. General information
3.1 Corporate introduction
Shenzhen Special Economic Zone Real Estate and Properties (Group) Co., Ltd. (the
“Group” or “the Company”) was established in July 1993, as approved by the Shenzhen
Municipal Government with document SFBF (1993) 724. The Company issued A shares on
15th September, 1993 and issued B shares on 10 January 1994. On 31 August 1994, B
shares issued were listed in New York Exchange market as class A recommendation. The
total share capital are 1,011,660,000 shares, of which, A shares are 891,660,000 shares,
and the B shares are 120, 000,000 shares. The Company business licenses registration
number is 440301103225878, and the registered capital is RMB 1,011,660,000.00.
On 13 October 2004，according to the document No.(2004) 223 “Decision on establishing
Shenzhen investment Holding Co., Ltd.” issued by State-Owned Assets Supervision and
Administration Commission of Shenzhen Municipal Government, Former major
shareholder – Shenzhen Construction Investment Holding Company with two other assets
44
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
management companies merged to form the Shenzhen Investment Holding Co., Ltd. By the
State-owned Assets Supervision and Administration Commission of the state council，and
quasi-exempt obligations tender offer as approved by China Security Regulatory
Committee with document No.(2005)116, this issue of consolidated has been authorized
and the registration changing had been done on 15 February 2006. As at the end of the
reporting period, Shenzhen Investment Holding Limited holds 642,884,262 shares of the
Company (63.55% of the total share capital). The shares are all selling unrestricted shares.
3.2 Corporate Information
Business scope: mainly engaged in real estate development and sales, property leasing
and management, retail merchandising and trade, hotel, equipment installation and
maintenance, construction, interior decoration and so on.
The main products or services provided: commodity housing, property leasing and
management, hotel service, construction and installation service, renovation service.
3.3 Change of Corporate transaction
The parent of the Company is Shenzhen Investment Holdings Co., Ltd.
3.4 Financial statements publish approver & date
The Financial statement published on Aug 22th, 2014, which approved by Group’s Board of
Directors.
4.Important Accounting Principles and Accounting Estimates
4.1Basis of Preparation
The financial statements of the Group have been prepared on the basis of going concern in
conformity with Chinese Accounting Standards for Business Enterprises and the
Accounting Systems for Business Enterprises issued by the Ministry of Finance of People’s
Republic of China in February 2006, and Accounting Standards (order No.38 of the Ministry
of Finance) and Compilation Rules for Information Disclosure by Companies Offering
Securities to the Public No.15—General Provisions on Financial Reports (2010 Revision)
issued by the China Securities Regulatory Commission (CSRC)
According to the relevant accounting regulations in Chinese Accounting Standards for
Business Enterprises, the Group has adopted the accrual basis of accounting. The Group
adopts the historical cost as the principle of measurement in the financial statements
except some financial instrument. Provision will be made if any assets impair in accordance
45
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
with relevant requirements.
4.2Statement of Compliance with Enterprise Accounting Standards
The financial statements of the Group comply are recognized and measured in accordance
with the regulations in the Chinese Accounting Standards for Business Enterprises and they
give a true and fair view of the financial position, business result and cash flow of the Group
as of 31 December 2013. in addition, the financial statements of the and the Group comply,
in all material respects, with the revised disclosing requirements for financial statements
and the notes ” Compilation Rules for Information Disclosure by Companies Offering
Securities to the Public No.15—General Provisions on Financial Reports (2010 Revision)
issued by China Securities Regulatory Commission (CSRC) in 2010.
4.3 Accounting period
The accounting period of the Group is classified as interim period and annual period.
Interim period refers to the reporting period shorter than a complete annual period. The
accounting period of the Group is the calendar year from January 1 to December 31.
4.4 Monetary Unit
Renminbi (RMB) is the currency of the primary economic environment in either Group & its
domestic subsidiaries or foreign subsidiary in HK. Therefore, the Group, the domestic
subsidiaries and foreign subsidiary in HK choose RMB as their functional currency. While
the Group’s foreign subsidiary in U.S.A. chooses USD dollar as its functional currency on
the basis of the primary economic environment it operates. The Group adopts RMB to
prepare its functional statements.
4.5Accounting treatment under common/non common control
A business combination is a transaction or event that brings together two or more separate
entities into one reporting entity. Business combinations involve enterprises under common
control and non common control.
(1) Business combination involving entities under common control
A business combination involving enterprises under common control is a business
46
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
combination in which all of the combining enterprises are ultimately controlled by the same
party or parties both before and after the combination, and that control is not transitory.
For a business combination involving enterprises under common control, the party that, on
the combination date, obtains control of another enterprise participating in the combination
is the absorbing party, while that other enterprise participating in the combination is a party
being absorbed. Combination date is the date on which the absorbing party effectively
obtains control of the party being absorbed.
The assets and liabilities obtained are measured at the carrying amounts as recorded by
the enterprise being combined at the combination date. The difference between the
carrying amount of the net assets obtained and the carrying amount of consideration paid
for the combination (or the total face value of shares issued) is adjusted to the capital
premium (or share premium) in the capital reserve. If the balance of the capital premium (or
share premium) is insufficient, any excess is adjusted to retained earnings.
The cost of a combination incurred by the absorbing party includes any costs directly
attributable to the combination shall be recognized as an expense through profit or loss for
the current period when incurred.
（2）Business combination involving entities under non common control
A business combination involving enterprises under non common control happens in the
combining enterprises are not ultimately controlled by the same party or parties both before
and after the business combination.
For a business combination not involving enterprises under common control, the party that,
on the acquisition date, obtains control of another enterprise participating in the
combination is the acquirer, while that other enterprise participating in the combination is
the acquiree. Acquisition date is the date on which the acquirer effectively obtains control of
the acquiree.
For a business combination not involving enterprise under common control, the
combination cost including the sum of fair value, at the acquisition date, of the assets given,
liabilities incurred or assumed, and equity securities issued by the acquirer. The
intermediary expenses incurred by the acquirer in respect of auditing, legal services,
valuation and consultancy services etc and other associated administrative expenses
attributable to the business combination are recognized in profit or loss when they are
incurred.
The transaction cost arose from issuing of equity securities or liability securities shall be
47
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
initially recognized as equity securities or liability securities.
The contingent consideration related to the combination shall be booked as combination
cost at the fair value at the acquisition date. If, within the 12 months after acquisition,
additional information can prove the existence of related information at acquisition date and
the contingent consideration need to be adjusted, goodwill can be offset.
For a business combination achieved in stages that involves multiple exchange
transactions, the equity interest in the acquiree previously held before the acquisition date
re-assessed at the fair value at the acquisition date, with any difference between its fair
value and its carrying amount is recorded as investment income. The other comprehensive
income of the acquiree before the acquisition date relating to the previously held interest in
the acquiree is transferred to investment income.
Combination cost is the aggregate of the carrying amount of the equity interest held in the
acquiree prior to the acquisition date and the fair value of the cost of the additional
investment at the acquisition date.
Combination cost of the acquirer’s interest and identifiable net assets of the acquirer
acquired through the business combination shall be measured by the fair value at the
acquisition date. Where the cost of combination exceeds the acquirer’s interest in the fair
value of the acquiree’s identifiable net assets, the difference shall be recognized as
goodwill. Where the cost of combination is less than the acquirer’s interest in the fair value
of the acquiree’s identifiable net assets, the difference shall be accounted for according to
the following requirements: (i) the acquirer shall reassess the measurement of the fair
values of the acquiree’s identifiable assets, liabilities and contingent liabilities and
measurement of the cost of combination; (ii) if after that reassessment, the cost of
combination is still less than the acquirer’s interest in the fair values of the acquiree’s
identifiable net assets, the acquirer shall recognize the remaining difference immediately in
profit or loss for the current period.
Where the temporary difference obtained by the acquirer was not recognized due to
inconformity with the conditions applied for recognition of deferred income tax, if, within the
12 months after acquisition, additional information can prove the existence of related
information at acquisition date and the expected economic benefits on the acquisition date
arose from deductible temporary difference by the acquiree can be achieved, relevant
income tax assets can be recognized, and goodwill offset. If the goodwill is not sufficient,
the difference shall be recognized as profit of the current period.
48
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Apart from above, the differences shall be taken into profit or loss of the current period if the
recognition of deferred income tax assets is related to the combination.
4.6Specific accounting policy about lose control step by step
(1) Principle judgments of package deal
Several transactions should be accounted for as a package deal if conditions and the
economic impact of disposal of investments in subsidiaries are in compliance with one or
more of the following circumstances: ① These transactions are considered simultaneously
or ② these transactions as a whole in order to reach a complete business results;
another case of the occurrence of the impact of entering into a transaction depends ③ had
at least one other transaction; ④ see a transaction alone is not economical, but, Other
transactions are taken into account when the economy.
(2) Accounting treatment of package deal
Disposal of the equity investment until the loss of control of a subsidiary of the transactions
belonging to a package deal, the transaction will be accounted as a disposal of a subsidiary
and the loss of control; However, before losing control, the difference between the price and
share in the net assets of the subsidiary's should be recognized as other comprehensive
income. When losing control, it will be transferred into profit/loss.
(3) Accounting treatment of non-package deal
For a non-package deal, each of the transaction is separately accounted in accordance
with: partial disposal of long-term equity investment in a subsidiary without losing control
(See Note 2, 13, (2) ④) or; loss of control of a subsidiary due to the disposal of partial
equity investments or other reasons " (See Note 4, 7) principles applicable accounting
treatment.
4.7. Preparation of consolidated financial statements
（1）The scope of consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the
basis of control. Control is the power to govern the financial and operating policies of an
enterprise so as to obtain benefits from its operating activities. The scope of consolidation
includes the Group and all of the subsidiaries. Subsidiary is an enterprise or entity under
the control of the Group.
49
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
The subsidiary of the Group is included in the consolidated financial statements from the
date when the control over the net assets and business decisions of the subsidiary is
effectively obtained, and excluded from the date when the control ceases.
For a subsidiary disposed of by the Group, the operating results and cash flows before the
date of disposal (the date when control is lost) are included in the consolidated income
statement and consolidated statement of cash flows, as appropriate. For a subsidiary
disposed during the period, no adjustment is made to the opening balance of the
consolidated financial statements.
For a subsidiary acquired through a business combination not under common control, the
operating results and cash flows from the acquisition (the date when the control is obtained)
are included in the consolidated income statement and consolidated statement of cash
flows, as appropriated; no adjustment is made to the opening balance and comparative
figures in the consolidated financial statements.
Where a subsidiary was acquired during the reporting period, through a business
combination involving enterprises under common control, the financial statements of the
subsidiary are included in the consolidated financial statements. The results of operations
and cash flow are included in the consolidated balance sheet and the consolidated income
statement, respectively, based on their carrying amounts, from the date that common
control was established, and the opening balances and the comparative figures of the
consolidated financial statements are restated.
When the accounting period or accounting policies of a subsidiary are different from those
of the Group, the Group makes necessary adjustments to the financial statements of the
subsidiary based on the Group’s own accounting period or accounting policies. Where a
subsidiary was acquired during the reporting period through a business combination not
under common control, the financial statements was reconciled on the basis of the fair
value of identifiable net assets at the date of acquisition. Intra-group balances and
transactions, and any unrealized profit or loss arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
Minority interest and the portion in the net profit or loss not attributable to the Group are
presented separately in the consolidated balance sheet within shareholders’/ owners’
equity and net profit. Net profit or loss attributable to minority shareholders in the
subsidiaries is presented separately as minority interest in the consolidated income
statement below the net profit line item.
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SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
When the amount of loss for the current period attributable to the minority shareholders of a
subsidiary exceeds the minority shareholders’ portion of the opening balance of
[shareholders’] [owners’] equity of the subsidiary, the excess is allocated against the
minority interests.
When the Group loses control of a subsidiary due to the disposal of a portion of an equity
investment or other reasons, the remaining equity investment is re-measured at its fair
value at the date when control is lost. The difference between 1) the total amount of
consideration received from the transaction that resulted in the loss of control and the fair
value of the remaining equity investment and 2) the carrying amounts of the interest in the
former subsidiary’s net assets immediately before the loss of the control is recognized as
investment income for the current period when control is lost. The amount recognized in
other comprehensive income in relation to the former subsidiary’s equity investment is
reclassified as investment income for the current period when control is lost. The retained
interest is subsequently measured according to the rules stipulated in the “Chinese
Accounting Standards for Business Enterprises No.2—Long-term equity investment” or
“Chinese Accounting Standards for Business Enterprises No.22—Determination and
measurement of financial instruments” (see note 4.13).
2）On the same unit of buying and selling stakes in two consecutive fiscal year to buy or sell
the required to make disclosure of the relevant accounting methods
4.8. Cash and cash equivalent
Cash and cash equivalents of the Group include cash on hand, ready usable deposits and
investments having short holding term (normally will be due within three months from the
day of purchase), with strong liquidity and easy to be exchanged into certain amount of
cash that can be measured reliably and have low risks of change.
4.9.Foreign exchange
(1) Translation in foreign exchange transactions
The foreign currency transactions are recorded, on initial recognition in the functional
currency, by applying [the spot exchange rate on the date of the transaction / an exchange
rate that approximates the actual spot exchange rate on the date of transaction]. The
exchange of foreign currency and transactions related to the foreign exchange are
translated at the spot exchange rate.
51
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
At the balance sheet date, foreign currency monetary items are translated using the spot
exchange rate at the balance sheet date. All the exchange differences thus resulted are
taken to profit or loss, except for jthose relating to foreign currency borrowings specifically
for construction and acquisition of qualifying assets, which are capitalized in accordance
with the principle of capitalization of borrowing costs. For hedging accounting, the
exchange difference related to hedging instruments for the purpose of net oversea
operating investment is recorded in the comprehensive income till the date of disposal and
recognized in profit or loss of the period；lThe exchange difference from changes of other
account balance of foreign currency monetary items available-for-trade is recorded into
profit or loss except for amortized cost.
Non-monetary foreign currency items measured at historical cost shall still be translated at
the spot exchange rate prevailing on the transaction date, and the amount denominated in
the functional currency is not changed. Non-monetary foreign currency items measured at
fair value are translated at the spot exchange rate prevailing at the date when the fair
values are determined. The exchange difference thus resulted are recognized in profit or
loss for the current period or as capital reserve.
(2) The translation of financial statement in foreign currency
When the consolidated financial statements include foreign operation(s), if there is a foreign
currency monetary item constituting a net investment in a foreign operation, exchange
difference arising from changes in exchange rates are recognized as “exchange differences
arising on translation of financial statements denominated in foreign currencies” in owner’s
equity, and in profit or loss for the period upon disposal of the foreign operation.
The Group translates the financial statements of its foreign operations into RMB by
following rules;
1） Assets and liabilities in the balance sheet are translated at the spot exchange rate
prevailing at the balance sheet date; All equity items except for retained earnings are
translated at the spot exchange rates at the dates on which such items occur;
2） Income and expenses in income statement are translated at the spot exchange rates at
the date of transaction.
3） The opening undistributed profit is the closing undistributed profit of the last period after
translation.
4） The closing balance of undistributed profit is calculates and presented in the basis of
each translated income statements and profit distribution item.
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SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
5） The difference arising between the assets and liabilities and shareholder’s shall be
booked as translation difference of foreign currency statements, and shall be presented as
a separate component of equity in the balance sheet.
6） On a loss of control over Group’s oversea operation due to disposal, the Group
transfers the accumulated or proportionate share of the accumulated exchange difference
arising on translation of financial statements of this oversea operation attributable to the
owners’ equity of the Group and presented under shareholder’s equity, to profit or loss in
the period in which the disposal occurs.
Foreign currency cash flows and cash flow of oversea subsidiaries are translated at the
spot exchange rates. The effect of exchange rate changes on cash is separately presented
as an adjustment item in the cash flow statement.
The opening and actual amount of last year are presented in the financial statement after
translation
4.10.Financial instruments
(1) Classification of financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on
a trade date basis. On initial recognition, the Group’s financial assets are classified into one
of the four categories, including financial assets at fair value though profit or loss, held-to
maturity investments, loans and receivables and available-for-trade financial assets.
(2) Recognition and measurement of financial assets
A financial asset is recognized initially at fair value. In the case of financial assets at fair
value through profit or loss, relevant transaction costs are immediately charged to the profit
and loss of the current period; transaction costs relating to financial assets of other
categories are included in the amount initially recognized.
1） Financial assets at fair value through profit or loss:
Including financial assets held-for-trade and financial assets designated at fair value
through profit or loss.
Financial asset held-for-trade is the financial asset that meets one of the following
conditions:
A. the financial asset is acquired for the purpose of selling it in a short term;
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SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
B. the financial asset is a part of a portfolio of identifiable financial instruments that are
collectively managed, and there is objective evidence indicating that the enterprise recently
manages this portfolio for the purpose of short-term profits;
C. the financial asset is a derivative, except for a derivative that is designated and effective
hedging instrument, or a financial guarantee contract, or a derivative that is linked to and
must be settled by delivery of an unquoted equity instrument (without a quoted price from
an active market) whose fair value cannot be reliably measured. For such kind of financial
assets, fair values are adopted for subsequent measurement.
Financial asset is designated on initial recognition as at fair value through profit or loss only
when it meets one of the following conditions:
A. the designation eliminates or significantly reduces the inconsistency in the measurement
or recognition of relevant gains or losses that would otherwise arise from measuring the
financial instruments on different bases.
B. a group of financial instruments is managed and its performance is evaluated on a fair
value basis, and is reported to the enterprise’s key management personnel. Formal
documentation regarding risk management or investment strategy has prepared.
Financial assets at fair value through profit or loss are subsequently measured at the
fair value. Any gains or losses arising from changes in the fair value and any dividends or
interest income earned on the financial assets are recognized in the profit or loss.
2） Investment held-to maturity
Held-to-maturity investments are non-derivative financial assets with fixed or determinable
payments and fixed maturity that an entity has the positive intention and ability to hold to
maturity. Such kind of financial assets are subsequently measured at amortized cost using
the effective interest method. Gains or losses arising from derecognizion, impairment or
amortization are recognized in profit or loss for the current period.
Effective interest rate is the rate that exactly discounted estimated future cash flows
through the expected life of the financial asset or financial liability or, where appropriate, a
shorter period to the net carrying amount of the financial asset or financial liability.
When calculating the effective interest rate, the Group shall estimate future cash flow
considering all contractual terms of the financial asset or financial liability without
considering future credit losses, and also consider all fees paid or received between the
parties to the contract giving rise to the financial asset and financial liability that are an
integral part of the effective interest rate, transaction costs, and premiums or discounts, etc.
54
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
3） Loans and receivables
Loans and receivables are non-derivative financial assets with fixed determinable payment
that are not quoted in an active market. Financial assets classified as loans and receivables
by the Group include note receivables, account receivables, interest receivable dividends
receivable and other receivables.
Loans and receivables are subsequently measured at amortized cost using the effective
interest method. Gain or loss arising from derecognition, impairment or amortization is
recognized in profit or loss.
4） Financial assets available-for-trade
Financial assets available-for-trade include non-derivative financial assets that are
designated on initial recognition as available for trade, and financial assets that are not
classified as financial assets at fair value through profit or loss, loans and receivables or
investment held-to-maturity.
Financial assets available-for-trade are subsequently measured at fair value, and gains or
losses arising from changes in the fair value are recognized as other comprehensive
income and included in the capital reserve, except that impairment losses and exchange
differences related to amortized cost of monetary financial assets denominated in foreign
currencies are recognized in profit or loss, until the financial assets are derecognized, at
which time the gains or losses are released and recognized in profit or loss.
Interests obtained and dividends declared by the investee during the period in which the
financial assets available-for-trade are held, are recognized in investment gains.
The Group’s financial liabilities are, on initial recognition, classified into financial liabilities at
fair value through profit or loss and other financial liabilities. For financial liabilities at fair
value through profit or loss, relevant transaction costs are immediately recognized in profit
or loss for the current period, and transaction costs relating to other financial liabilities are
included in the initial recognition amounts.
1) Financial liabilities measured by the fair value and the changes recorded in profit or
loss
The classification by which financial liabilities held-for-trade and financial liabilities designed
at the initial recognition to be measured by the fair value follows the same criteria as the
classification by which financial assets held-for-trade and financial assets designed at the
initial recognition to be measured by the fair value and their changes are recorded in the
current profit or loss.
55
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
For the financial liabilities measured by the fair value and changes recorded in the profit or
loss, fair values are adopted for subsequent measurement. All the gains or losses on the
change of fair value and the expenses on dividends or interests related to these financial
liabilities are recognized in profit or loss for the current period.
2) Other financial liabilities
Derivative financial liabilities that linked with equity instruments, which do not have a quoted
price in an active market and their fair value cannot be measured reliably, is subsequently
measured by cost Other financial liabilities are subsequently measured at amortized cost
using the effective interest method. Gains or losses arising from derecognition or
amortization is recognized in profit or loss for the current period.
3) Financial guarantee contracts
For financial guarantee contracts that are not designated as at fair value through profit or
loss, or loan commitments not designated as at fair value through profit or loss but to offer
at the interest rate lower than market level they are, after initial recognition, subsequently
measured at the higher of: (i) the amount determined according to the principles of
Accounting Standards for Business Enterprises No. 13 - Contingencies, and (ii) the amount
initially recognized less the accumulated amortization determined according to the
principles of Accounting Standards for Business Enterprises No. 14 - Revenue.
(3) Recognition and measurement of financial assets transfer
The Group derecognizes a financial asset when one of the following conditions is met:
1) the rights to receive cash flows from the asset have expired;
2) the enterprise has transferred its rights to receive cash flows from the asset to a third
party under a “pass-through” arrangement; or
3) the enterprise has transferred its rights to receive cash flows from the asset and either
(a) has transferred substantially all the risks and rewards of the asset, or (b) has neither
transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
If the enterprise has neither retained all the risks and rewards from the financial asset nor
control over the asset, the asset is recognized according to the extent it exists as financial
asset, and correspondent liability is recognized. The extent of existence refers the level of
risk by the financial asset changes the enterprise is facing.
For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, (a).
the carrying amount of the financial asset transferred; and (b) the sum of the consideration
56
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
received from the transfer and any cumulative gain or loss that had been recognized in
other comprehensive income, is recognized in profit or loss.
If a part of the transferred financial asset qualifies for derecognition, the carrying amount of
the transferred financial asset is allocated between the part that continues to be recognized
and the part that is derecognized, based on the relative fair value of those parts. The
difference between (a) the carrying amount allocated to the part derecognized; and (b) the
sum of the consideration received for the part derecognized and any cumulative gain or
loss allocated to the part derecognized which has been previously recognized in other
comprehensive income, is recognized in profit or loss.
(4) Derecognition
The Group derecognizes a financial liability (or part of it) when the underlying present
obligation (or part of it) is discharged or cancelled or has expired. An agreement between
the Group (an existing borrower) and existing lender to replace original financial liability
with a new financial liability with substantially different terms is accounted for as an
extinguishment of the original financial liability and the recognition of a new liability.
(5) Impairment of financial assets (not including account receivables)
When the Group derecognizes a financial liability or a part of it, it recognizes the difference
between the carrying amount of the financial liability (or part of the financial liability)
derecognized the consideration paid (including any non-cash assets transferred or new
financial liabilities assumed) in profit or loss.
The Group assesses at the balance sheet date the carrying amount of every financial asset
except for the financial assets that measured by the fair value. If there is objective evidence
indicating a financial asset may be impaired, a provision is provided for the impairment.
The Group makes an impairment test for a financial asset that is individually significant. For
a financial asset that is not individually significant, it is included in a group of financial
assets with similar credit risk characteristics and collectively assessed for impairment or
individually assessed for impairment. If no objective evidence of impairment incurs for an
individually assessed financial asset (whether the financial asset is individually significant
or not individually significant), it is included in a group of financial assets with similar credit
risk characteristics and collectively assessed for impairment. Assets for which an
impairment loss is individually recognized is not included in a group of financial assets with
similar credit risk characteristics and collectively assessed for impairment.
1) Impairment on held-to maturity investment, loans and receivables
57
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
The financial assets measured by cost or amortized cost write down their carrying value by
the estimated present value of future cash flow. The difference is recorded as impairment
loss. If there is objective evidence to indicate the recovery of value of financial assets after
impairment, and it is related with subsequent event after recognition of loss, the impairment
loss recorded originally can be reversed. The carrying value of financial assets after
impairment loss reversed shall not exceed the amortized cost of the financial assets without
provisions of impairment loss on the reserving date.
2) Impairment loss on available-for-trade financial assets
When decision is made with all related factors on whether the fall of fair value investment of
an equity instrument available-for-trade is significant or non-transient, it indicates
impairment of such equity instrument investment, in which, Significant means over 20% of
fall in fair value and Non-transient means over 12 months of subsequent fall.
When an available-for-trade financial asset is impaired, the cumulative loss arising from
declining in fair value that had been recognized in capital reserve shall be removed and
recognized in profit or loss. The amount of the cumulative loss that is removed shall be
difference between the acquisition cost with deduction of recoverable amount less
amortized cost, current fair value and any impairment loss on that financial asset previously
recognized in profit or loss.
If, after an impairment loss has been recognized, there is objective evidence that the value
of the financial asset is recovered, and it is objectively related to an event occurring after
the impairment loss was recognized, the initial impairment loss can be reversed and the
reserved impairment loss on available-for-trade equity instrument is recorded in the profit or
loss, the reserved impairment loss on available-for-trade debt instrument is recorded in the
current profit or loss.
The equity instrument where there is no quoted price in an active market, and whose fair
value cannot be reliably measured, or impairment loss on a derivative asset that is linked to
and must be settled by delivery of such an unquoted equity instrument shall not be
reversed.
（7） Will not expire held-to-maturity investment heavy classified as available for sale
financial assets, that holds the basis of intent or ability to change
4.11 Account receivables
The account receivable by the Group includes account receivables, and other receivables.
58
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
(1) Criteria for recognition of bad debts:
The Group carries out an inspection on the balance sheet date. Where there is any
objective evidence proving that the receivables have been impaired, an impairment
provision shall be made:
1) A serious financial difficulty occurs to the issuer or debtor;
2) The debtor breaches any of the contractual stipulations, for example, fails to pay or
delays the payment of interests or the principal, etc.;
3) The debtor will probably become bankrupt or carry out other financial reorganizations;
4) Other objective evidences showing the impairment of the receivables.
(2)Method for bad debts provision
1) Provisions of bad debts in account receivables that is individually significant.
The Group treats account receivables over RMB 5,000,000.00 (including 5,000,000.00)
as individually significant item.
For an account receivable that is individually significant, the asset is individually assessed
for impairment, and the amount of impairment is recognized in profit or loss if there is
objective evidence of impairment is included in a group of financial assets with similar credit
risk characteristics and collectively assessed for impairment. An account receivable for
which an impairment loss is individually recognized is not included in a group of account
receivables with similar credit risk characteristics and collectively assessed for impairment.
2) Provisions of bad debts that is individually insignificant.
For the account receivables not individually significant, the Group assesses the account
receivables individually for impairment when are of following characteristics: if there is
objective evidence indicating the impairment, the impairment loss is recognized at the
difference between the present value of future cash flow less the carrying amount, and
provision is made accordingly.
4.12 Inventories
(1) Classification of inventory
Inventory was classified according to real estate development and non-development of
products. The real estate development products are the real estate developing products,
real estate developed products and real estate which are going to be developed. The
non-real estate development products include raw materials, finished products and stocks,
low-value consumable products and construction in progress.
59
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
(2) Valuation method of inventories upon delivery
Inventories are initially carried at the actual cost. Cost of inventories comprises all costs of
purchase, costs of conversion and other costs. The actual cost of inventories transferred
out is assigned by using weighted average method, and development products by specific
identification method.
(3) Basis for determining net realizable value of inventories and provision methods for
decline in value of inventories
Net realizable value is the estimated selling price in the ordinary course of business less
the estimated costs of completion, the estimated costs necessary to make the sale and
relevant taxes. Net realizable value is determined on the basis of clear evidence obtained,
and takes into consideration the purpose of holding inventories and effect of post balance
sheet events.
At the balance sheet date, inventories are measured at the lower of the cost and net
realizable value. If the net realizable value is below the cost of inventories, a provision for
decline in value of inventories is made. The provision for inventories decline in value is
determined by the difference of the cost of individual item less its realizable value.
After the provision for decline in value of inventories is made, if the circumstances that
previously caused inventories to be written down below cost no longer exist so that the net
realizable value of inventories is higher than their cost, the original provision for decline in
value is reversed and the reversal is included in profit or loss for the period.
(4) Inventory count system is based on the perpetual stock system.
(5) Amortization method for low cost and short-lived consumable items and packaging
materials.
Low cost and short-lived consumable items are amortized using immediate write-off
method; packaging materials are amortized using immediate write-off method。
4.13.Long-term equity investments
(1) Determination of Investment cost
For a business combination involving enterprises under common control, the initial
investment cost of the long-term equity investment shall be carrying value of the absorbing
party’s share of the shareholder’s of the party being absorbed at the date of combination.
For a business combination not involving enterprise under common control, the
combination cost including the sum of fair value, at the acquisition date, of the assets given,
60
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
liabilities incurred or assumed, and equity securities issued by the acquirer. The
intermediary expenses incurred by the acquirer in respect of auditing, legal services,
valuation and consultancy services etc and other associated administrative expenses
attributable to the business combination are recognized in profit or loss when they are
incurred.
The transaction cost for the equity securities or liability securities issued by the acquirer in
the business combination shall be recognized as initial amount of equity security or liability.
The equity investments other than the long-term equity through combination shall be
initially measured by cost. The cost shall be recognized to the difference in the way of
acquisition of long-term equity investment. Theses ways include the cash purchase price
the Group actually paid, the fair value of equity security issued by the Group, value
specified in the investment contract or agreement, the fair value or carrying value of the
asset out in the transaction of non-monetary asset exchanges, and the fair value of the
long-term equity investment.
Expenses, taxes and other necessary expenditures directly attributable to the acquisition of
long-term equity investment are taken into investment cost.
(2) Subsequent Measurement
Cost method shall be adopted in a long-term equity investment where the investing
enterprise does not have common control or significant influence over the investee, the
investment is not quoted in an active market and its fair value cannot be measured reliably.
Where an investing enterprise can exercise common control or significant influence over
the investee, a long-term investment shall be accounted for using the equity method.
When an investing enterprise can no longer exercise joint control or common control nor
significant influence over the investee, and its fair value cannot be measured reliably, a
long-term investment shall be counted as financial asset ready-for trade.
A long-term equity investment where cost method is adopted in the Company’s financial
statements can exercise controls over the investee.
1) Cost method of accounting for long-term equity investments
Under the cost method, a long-term equity investment is measured at initial investment cost.
Except for cash dividends or profits declared but not yet paid that are included in the price
or consideration actually paid upon acquisition of the long-term equity investment,
investment income is recognized in the period in accordance with the attributable share of
cash dividends or profit distributions declared by the investee.
61
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
2) Equity method of accounting for long-term equity investments
Where the initial investment cost of a long-term equity investment exceeds the investing
enterprise’s interest in the fair values of the investee’s identifiable net assets at the time of
acquisition, no adjustment shall be made to the initial investment cost.
Where the initial investment cost of a long-term equity investment is less than the investing
enterprise’s interest in the fair values of investee’s identifiable net assets at the time of
acquisition, the difference shall be charged to profit or loss for the current period, and the
cost of the long-term equity investment shall adjusted accordingly.
Under the equity method, the Group recognizes its share of the net profit or loss of the
investee for the period as investment income or loss for the period. The Group recognizes it
share of the investee’s net profit or loss based on the fair value of the investee’s individual
separately indentible assets, etc at the acquisition date after making appropriate
adjustments to confirm with the Group’s accounting policies and accounting period.
Unrealized profits or losses resulting from the Group’s transactions with its associates and
joint ventures are recognized as investment income or loss to the extent that those
attributable to the Group’s equity interest are eliminated. However, unrealized losses
resulting from the Group’s transactions with its investees on the transferred assets, in
accordance with "Accounting Standards for Enterprises No. 8 - Impairment of Assets", are
not eliminated. Changes in owners’ equity of the investee other than net profit or loss are
correspondingly adjusted to the carrying amount of the long-term equity investment, and
recognized as other compressive income which is included in the capital reserve.
When the investee is recognized net losses, reduce the carrying value of long-term equity
investments and long-term equity of net investment (in substance) in investee to zero. In
addition, the Group has the obligations on additional losses, then the expected obligation
as estimated liabilities and included in the current investment losses. Where the net profit
from investee units, restoration confirm the amount of revenue sharing after offset the
amount of unrecognized loss sharing.
For long-term equity investments in associates and joint ventures which had been held by
the Group before its first time adoption of Accounting Standards for Business Enterprises,
where the initial investment cost of a long-term equity investment exceeds the Group’s
interest in the investee’s net assets at the time of acquisition, the excess is amortized and is
recognized in profit or loss on a straight line basis over the original remaining life.
3) Acquisition of minority interest
62
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
The difference between newly increased equity investment due to acquisition of minority
interests and portion of net asset cumulatively calculated from the acquisition date is
adjusted as capital reserve. If the capital reserve is not sufficient to absorb the difference,
the excess are adjusted against returned earnings.
4) Disposal of long-term equity investment
Where the parent company disposes long-term investment in a subsidiary without a change
in control, the difference in the net asset between the amount of disposed long-term
investment and the amount of the consideration paid or received is adjusted to the owner’s
equity. If the disposal of long-term investment in a subsidiary involves loss of control over
the subsidiary, the related accounting policies in Note 4.4 applies.
On disposal of a long-term equity investment, the difference between the proceeds actually
received and receivable and the carrying amount is recognized in profit or loss for the
period. For along-term equity investment accounted for using the equity method, the
amount included in the shareholders’ equity attributable to the percentage interest disposed
is transferred to profit or loss for the period.
For any retained interest, it shall be subsequently measured according to the related
accounting policies in regard of long-term equity investments or financial assets as
described above if its carrying amount is recognized as long-term equity investments or
other related financial assets. Retroactive adjustment is made on the basis of relevant
policies if the retained interests are settled from cost method to equity method.
(3) Recognition of investee under common control or significant influence
Control is the power to govern the financial and operating policies of an enterprise so as to
obtain benefits from its operating activities.
Common control is the contractually agreed sharing of control over an economic activity,
and exists only when the strategic financial and operating decisions relating to the activity
require the unanimous consent of the parties sharing control.
Significant influence is the power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over those policies.
When determining whether an investing enterprise is able to exercise control or significant
influence over an investee, the effect of potential voting rights of the investee held be the
investing enterprise or other parties that are currently exercisable or convertible shall be
considered.
(4) Impairment testing methods and recognition of impairment provision
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SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
The company assesses the long-term equity investment at the balance sheet date whether
there is any indication of impairment. If any indication exists that an asset may be impaired,
the enterprise shall estimate its recoverable value of the asset. If the recoverable value of
the asset is less than its carrying amount, a provision for impairment loss of the asset is
recognized accordingly.
Once an impairment loss is recognized, it shall not be reversed in a subsequent period.
4.14 Investment properties
Investment property is property held to earn rental or for capital appreciation or both. It
includes a land use right that is leased out, a land use right held for transfer upon capital
appreciation, and a building that is leased out. Besides, the Group has buildings empty for
operating lease. If there is a written decision from the Board (or similar organization) with
clear indication for operating lease and intension that no change shall be made in the near
future, the buildings shall be presented as investment properties.
An investment property is measured initially at cost. Subsequent expenditures incurred for
such investment property are included in the cost of the investment property if it is probable
that economic benefits associated with an investment property will flow to the Group and
the subsequent expenditures can be measured reliably. Other subsequent expenditures
are recognized in profit or loss in the period in which they are incurred.
The Group uses the cost method for subsequent measurement of investment property, and
adopts a depreciation or amortization policy for the investment property which consistent
with that for building or land use rights.
Where self-occupied property or inventory converts into investment property, or investment
property converts into self-occupied property, the carrying amount before the change shall
be accounted as the value after conversion.
When an investment property changes into self-occupied property, it should be converted
into fixed asset or intangible asset on the date of conversion. When the purpose of a
self-occupied property changes into rental earning or capital increase, fixed asset or
intangible asset should be converted into an investment property from the date of
conversion. Where the cost model is used in the measurement of investment property
during the conversion, the carrying amount before the conversion is accounted as the value
after conversion. Where the investment property is measured by the fair value after
conversion, the fair value at the conversion date is adopted as value after conversion.
Where an investment property is disposed or no longer in use permanently and no
64
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
economic benefits shall be obtained from the disposal, derecognized the investment
property. The income from sale, transfer or disposal of the investment property is recorded
in the profit or loss after deduction of its carrying amount and related tax.
4.15 Fixed assets
(1) The conditions of recognition
Fixed assets refers to the tangible assets that are held for the sake of producing
commodities, rendering labor service, renting or business management and their useful life
is in excess of one fiscal year.
(2) Recognization and measurement of financial lease
Finance leases which transfer substantially all the risks and rewards of ownershipThe
depreciation policy for assets held under finance leases should be consistent with that for
owned assets. If there is no reasonable certainty that the lessee will obtain ownership at the
end of the lease – the asset should be depreciated over the shorter of the lease term or the
life of the asset
（3）The method for depreciation
Fixed assets are stated at cost and consider the impact of expected costs of abandoning
the initial measurement. From the following month of state of intended use, depreciation
method of the straight-line method is used for different categories of fixed assets to take
depreciation. The recognition of the classification, useful life and estimated residual rate are
as follows:
Category Expected useful life Estimated residual value（%） Depreciation（%）
Building & construction 30 5.00% 3.17
Machines & equipments 7 5.00% 13.57
Vehicles 5 5.00% 19.00
Electronic appliances 6 5.00% 15.83
Expected net residual value of fixed assets is the balance of the Group currently obtained
from the disposal of the asset less the estimated costs of disposal amount, assuming the
asset is out of useful life and state the expected service life in the end.
(4) Measurement and recognition of fixed assets impairment
Fixed assets should be estimated the recoverable amount if there is an indication. The
recoverable amount is according to the high one of net value of fair value minus the
disposal with the present value of the future cash flows. The estimation should be based on
individual assets, if it is difficult to estimate the recoverable amount, change into estimating
the group of assets it belongs to. Once provision for impairment, it could not be reversed in
65
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
later accounting period.
(5) Others
A fixed asset is recognized only when the economic benefits associated with the asset will
probably flow to the Company and the cost of the asset can be measured reliably.
Subsequent expenditure incurred for a fixed asset that meet the recognition criteria shall be
included in the cost of the fixed asset, and the carrying amount of the component of the
fixed asset that is replaced shall be derecognized. Otherwise, such expenditure shall be
recognized in profit or loss in the period in which they are incurred.
The revenue from selling or transferring, or disposing a fixed asset is booked into profit and
loss after deduction of carrying value and related tax.
The Group conducts a review of useful life, expected net realizable value and depreciation
methods of the fixed asset at least on an annual base. Any change is regarded as change
in accounting estimates.
4.16 Construction in progress
Construction in progress is measured at its actual cost. The actual costs include various
construction expenditures during the construction perio and other relevant costs.
Construction in progress is transferred to a fixed asset when it is ready for intended use.
On the balance sheet day, estimation should be made for the impairment of the long-term
suspension project that will not be re-started in three years. The impairment estimated is
book value minus the recoverable amount. Once provision for impairment, it could not be
reversed in later accounting period.
4.17 Borrowing costs
Borrowing costs include interest, amortization of discounts or premiums related to
borrowings, ancillary costs incurred in connection with the arrangement of borrowings, and
exchange differences arising from foreign currency borrowings.
The borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying asset are capitalized. The amounts of other borrowing costs
incurred are recognized as an expense in the period in which they are incurred. Qualifying
assets are asset (fixed assets, investment property and inventories, etc.) that necessarily
take a substantial period of time for acquisition, construction or production to get ready for
their intended use or sale.
Where funds are borrowed for a specific-purpose, the amount of interest to be capitalized is
the actual interest expense incurred on that borrowing for the period less any bank interest
66
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
earned from depositing the borrowed funds before being used on the asset or any
investment income on the temporary investment of those funds.
Where funds are borrowed for a general-purpose, the amount of interest to be capitalized
on such borrowings is determined by applying a weighted average interest rate to the
weighted average of the excess amounts of accumulated expenditure on the asset over
and above the amounts of specific-purpose borrowings
During the capitalization period, exchange differences related to a specific-purpose
borrowing denominating in foreign currency are all capitalized. Exchange differences in
connection with general-purpose borrowings are recognized in profit or loss in the period in
which they are incurred.
Assets qualified for capitalization are the fixed assets, investment properties or inventories
which need a long time of construction or production activities before ready for intended
used or sale.
Capitalization of borrowing costs is suspended during periods in which the acquisition,
construction or production of a qualifying asset is interrupted by activities other than those
necessary to prepare the asset for its intended use or sale, when the interruption is for a
continuous period of more than 3 months. Borrowing costs incurred during these periods
recognized as an expense for the current period until the acquisition, construction or
production is resumed.
18、Biological assets
19、Oil assets
4.20 Intangible assets
(1) Recognition and calculation of intangible asset
The term “intangible asset” refers to the identifiable non-monetary assets without physical
shape, possessed or controlled by enterprises.
The intangible assets are initially measured by its cost. Expenses related to intangible
assets, if the economic benefits related to intangible assets are likely to flow into the
enterprise and the cost of intangible assets can be measured reliably, shall be recorded as
cost of intangible assets. The expenses other than this shall be booked in the profit or loss
when they occur.
67
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Land use rights that are purchased by the Group are accounted for as intangible assets.
Buildings, such as plants that are developed and constructed by the Group, and relevant
land use rights and buildings, are accounted for as intangible assets and fixed assets,
respectively. Payments for the land and buildings purchased are allocated between the
land use rights and the buildings; if they cannot be reasonably allocated, all of the land use
rights and buildings are accounted for as fixed assets.
When an intangible asset with a definite useful life is available for use, its original cost less
net residual value and any accumulate impairment losses is amortized over its estimated
useful life using the straight-line method. An intangible asset with an indefinite useful life is
not amortized.
For an intangible asset with a definite useful life, the Group reviews the useful life and
amortization method at the end of the period, and makes adjustment when necessary.. An
additional review is also carried out for useful life of the intangible assets with indefinite
useful life. If there is evidence showing the foreseeable limit period of economic benefits
generated to the enterprise by the intangible assets, then estimate its useful life and
amortize according to the policy of intangible assets with definite useful life.
(2) Research and development expenditure
The Group classifies the expenditure on an internal research and development project into
expenditure on the research phase and expenditure on the development phase.
Expenditure on the research phase of an internal research is recognized in profit & loss in
the period in which it is incurred.
Expenditure during the development phase that meets all of the following conditions at the
same time is recognized as intangible asset. Expenditure during development phase that
does not meet the following conditions is recognized in profit or loss for the period.
1) it is technical feasible to complete the intangible asset so that it will be available for
use or sale;
2) the Group has the intention to complete the intangible asset and use or sell it;
3) the Group can demonstrate the ways in which the intangible asset will generate
economic benefits including the evidence of the existence of a market for the output of the
intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of
the intangible asset;
4) the availability of adequate technical, financial and other resources to complete the
development and the ability to use or sell the intangible asset; and
68
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
5) the expenditure attributable to the intangible asset during its development phase can
be reliably measured.
If the expenditures cannot be distinguished between the research phase and development
phase, the Group recognizes all of them in profit or loss for the period.
(3) Methods of impairment assessment and determining the provision for impairment losses
of intangible assets
On balance sheet day, make impairment test for the uncertain life of intangible assets.
If there is an indication of impairment on balance sheet day for intangible assets with the
finite useful life, estimate the recoverable amount. If the amount is lower than the book
value, the carrying value of intangible assets will be written down to its recoverable amount.
And the cut amount recognized as impairment losses, included in the current profit and loss
period. Once provision for impairment, it could not be reversed in later accounting period.
4.21 Long-term deferred assets
Long-term deferred assets represent expenses incurred that should be beared and
amortized over the current and subsequent period (together of more than one year).
Long-term deferred assets are amortized by using straight line method.
4.22A repurchase assets transfer conditions
4.23.Accrued liabilities
Accrued liabilities (or Provisions) are recognized when following obligations related to a
contingency are satisfied simultaneously. They are (a) such obligation is the present
obligation of the Group, (b)it is probable that an outflow of economic benefits will be
required to settle the obligation, and (c) the amount of the obligation can be measured
reliably.
The amount recognized as a provision is the best estimate of the consideration required to
settle the present obligation at the balance sheet date, taking into account factors
pertaining to a contingency such as risks, uncertainties and time value of money.
Where all or some of the expenditure required to settle a provision is expected to be
reimbursed by a third party, the reimbursement is recognized as a separate asset only
when it is virtually certain that reimbursement will be received, and the amount of
reimbursement recognized does not exceed the carrying amount of the provision.
(1) Onerous contracts
69
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
An onerous contract is a contract in which the unavoidable costs of meeting the obligations
under the contract exceed the economic benefits expected to be received under it. The
exceeding part over the assets in the contract shall be recognized as a provision when an
executor contract becomes an onerous contract and the obligation arising under the
onerous contract satisfies the requirements of provisions.
(2) Restructuring Obligation
The amount of a restructuring provision shall be recognized by the total direct expenditures
arising from the restructuring when the enterprise has a detailed, formal plan for the
restructuring, and a public announcement of the plan has been made for restructuring
and above requirements for the provision mentioned above are satisfied.
[For the restructuring obligation carried for the portion of business for sale, the obligation
related to the restructuring can only be recognized when the Group has committed for the
sales of portion of the business (signing the selling agreement with termination)]
24、Share-based payment and equity instruments
（1）The kinds of share-based payment
（2）Method for the confirmation of the fair value of equity instruments
（3）Confirm the basis of a best estimate vested equity instruments
（4）Implement, modify, terminate the relevant accounting treatment share-based payment plan
25、Repurchase shares the company
4.26 Revenue
(1) Revenue from sales of goods
The Group has transferred to the buyer the significant risks and rewards of ownership of
the goods; the Group retains neither continuing managerial involvement to the degree
usually associated with ownership nor effective control over the goods sold; the associated
costs incurred or to be incurred can be measured reliably.
According to the principles above, the Group established real estate sales revenue is
recognized, must satisfied the following four conditions at the same time:
A. Real estate is completed, and is completed checking and accepting;
B. Signed a contract of sale and make recording in land department
70
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
C. Installment, if it is deferred for receiving money with financing, the cost should be
measured in present value according to the contract price. Mortgage, has been received,
and have completed the first phase of the mortgage loan approval procedures;
D. Agreed in the contract of sale and transfer the property to buyers.
(2) Revenue from rendering service
When the outcome of a transaction involving the rendering of services can be estimated
reliably at the balance sheet date, revenue associated with the transaction is recognized
using the percentage of completion method, or otherwise, the revenue is recognized to the
extent of costs incurred that are expected to be recoverable. The stage of completion of a
transaction for rendering services is determined based on [survey of work performed /
services performed to the date of as a percentage of total services to be performed / the
proportion that costs incurred to date bear to the estimated total costs of the transaction]
The outcome of a transaction involving rendering of services can be estimated reliably
when all of the following conditions are satisfied:
1) the amount of revenue can be measured reliably;
2) it is probable that the associated economic benefits will flow to the Group;
3) the stage of completion of the transaction can be measured reliably;
4) the costs incurred and to be incurred for the transaction can be measured reliably.
If the outcome of a transaction involving rendering of services cannot be estimated reliably,
the revenue is recognized by the cost incurred and estimated compensation, and the actual
cost is booked into profit and loss. No revenue is recognized if the cost incurred cannot be
recovered.
For contract or agreement entered between the Group and other enterprises with sales of
goods and rendering services, if part of goods selling and the part of rendering service can
be separated and measured individually, they are settled separately. If the part of goods
selling and the part of rendering service cannot be separated or they can be separated but
cannot be measured individually, the parts in the contract shall be treated as goods of
selling.
(3) Revenue from construction contracts
Where the outcome of a construction contract can be estimated reliably, contract revenue
and costs are recognized using the percentage of completion method at the balance sheet
date. The stage of completion of a contract is determined using the proportion that actual
contract costs incurred to date bears to the estimated total contract costs.
71
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
The outcome of a construct contract can be measured reliably when the following
conditions are met:
(1) the total revenue of the contract can be measured reliably;
(2) it is probable that the associated economic benefits will flow to the enterprise;
(3) the actual cost of the contract incurred can be determined and measured reliably;
(4) the stage of completion of the contract and the costs to be incurred associated with the
completion of the contract can be measured reliably.
Where the outcome of a construction contract cannot be estimated reliably, (1) if contract
costs are expected to be recoverable, contract revenue is recognized to the extent of
contract costs that are expected to be recoverable; and contract costs are recognized as
expenses in the period in which they are incurred; (2) if contract costs are not expected to
be recoverable, they are recognized as expenses immediately when incurred and contract
revenue is not recognized. When the uncertainties that prevented the outcome of the
construction contract from being estimated reliably no longer exist, revenue and expenses
associated with the construction contract are recognized using the percentage of
completion method.
If the estimated total contract costs exceed total contract revenue, the expected loss is
recognized immediately as an expense for the period.
4.27 Government Grants
Government grants are transfer of monetary assets and non-monetary assets from the
government to the Group at no consideration, excluding the capital invested by the
government as equity owner. Government grant can be classified as grant related to the
assets and grants related to the income.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the
amount received or receivable. If a government grant is in the form of a non-monetary asset,
it is measured at fair value. If the fair value cannot be reliably determined, it is measured at
a nominal amount. A government grant measured at a nominal amount is recognized
immediately in profit or loss for the period.
A government grant related to an asset is recognized as deferred income, and evenly
amortized to profit or loss over the useful life of the related asset. For a government grant
related to income, if the grant is a compensation for related expenses or losses to be
incurred in subsequent period, the grant is recognized as deferred income, and recognized
in profit or loss over the periods in which the related costs are recognized. If the grant is a
72
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
compensation for related expenses or losses already incurred, the grant is recognized
immediately in profit or loss for the period.
For repayment of a government grant already recognized, if there is a related deferred
income, the repayment is offset against the carrying amount of the deferred income, and
any excess is recognized in profit or loss for the period. If there is no related deferred
income, the repayment is recognized immediately in profit or loss for the period.
4.28 Deferred income tax assets and deferred income tax liabilities
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates
that are expected to apply to the period when the asset is realized or the liability is settled,
according to the requirements of tax laws. The measurement of deferred tax assets and
deferred tax liabilities reflects the tax consequences that would follow from the manner in
which the Group expects at the balance sheet date, to recover the assets or settle the
liabilities.
For temporary differences between the carrying amount of certain assets or liabilities and
their tax base, or between the nil carrying amount of those items that are not recognized as
assets or liabilities and their tax base that can be determined according to tax laws,
deferred tax assets and liabilities are recognized using the balance sheet liability method.
For temporary differences associated with the initial recognition of goodwill and the initial
recognition of an asset or liability arising from a transaction (not a business combination)
that affects neither the accounting profit nor taxable profits (or deductible losses) at the time
of transaction, no deferred tax asset or liability is recognized.
For taxable temporary differences associated with investments in subsidiaries and
associates, and interests in joint ventures, no deferred income tax liability related is
recognized except where the Group is able to control the timing of reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable
future.
All deferred income tax liabilities arising from taxable temporary differences except the
ones mentioned above are recognized.
For temporary deductible differences associated with the initial recognition of an asset or
liability arising from a transaction (not a business combination) that affects neither the
accounting profit nor taxable profits (or deductible losses) at the time of transaction, no
deferred tax asset is recognized.
For taxable temporary deductible differences associated with investments in subsidiaries
73
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
and associates, and interests in joint ventures, no deferred income tax asset related is
recognized if it is impossible to reversal the temporary difference in the foreseeable future,
or it is not probable to obtain taxable income which can be used for the deduction of the
temporary difference in the future.
Except mentioned above, the Group recognizes other deferred income tax assets that can
deduct temporary differences to the extent that it is probable that taxable profits will be
available against which the deductible temporary differences can be utilized.
For the deductible losses and tax credit that can be carried forward, deferred tax assets for
deductible temporary differences are recognized to the extent that it is probable that taxable
profits will be available against which the deductible temporary differences can be utilized.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates
according to tax laws, that are expected to apply in the period in which the asset is realized
or the liability is settled.
At the balance sheet date, the Group reviews the carrying amount of deferred tax assets. If
it is no longer probable that sufficient taxable profit will be available in future periods to
allow the benefits of the deferred tax assets to be used, the Group reduces the carrying
amount of deferred tax assets. The amount of such reduction is reversed when it becomes
probable that sufficient taxable profit will be available.
4.29 Leases
(1) Operating Lease
①The Group as Lessee under Operating Lease
Lease payments under an operating lease are recognized by a lessee on a straight-line
basis over the lease term, and either included in the cost of the related asset or charged to
profit or loss for the current period. The contingent rents shall be recorded in the profit or
loss of the period in which they actually arise.
②The Group as Leaser under Operating Lease
Lease income from operating leases shall be recognized by the leaser in profit or loss on a
straight-line basis over the lease term. Initial direct cost of significance in amount shall be
capitalized when incurred. If another basis is more systematic and rational, that basis may
be used. Contingent rents are credited to profit or loss in the period in which they actually
arise.
(2)Financing Lease
74
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
①The Group as Lessee under Operating Lease
For an asset that is held under a finance lease, at the lease commencement, the leased
asset is recorded at the lower of its fair value at the lease commencement and the present
value of the minimum lease payments, and the minimum lease payment is recorded as the
carrying amount of the long-term payables; the difference between the recorded amount of
the leased asset and the recorded amount of the payable is accounted for as unrecognized
finance charge, Initial direct costs incurred by the lessee during the process of negotiating
and securing the lease agreement shall be added to the amount recognized for the leased
asset.
The net amount of minimum lease payment deducted by the unrecognized finance shall be
separated into long-term liabilities and long-term liability within one year for presentation.
Unrecognized finance charge shall be computed by the effective interest method during the
lease term. Contingent rent shall be booked into profit or loss when actually incurred.
②The Group as Leaser under Operating Lease
For an asset that is leased out under a finance lease, the aggregate of the minimum lease
receipts at the inception of the lease and the initial direct costs is recorded as a finance
lease receivable, and unguaranteed residual value is recorded at the same time; the
difference between the aggregate of the minimum lease receipt, initial direct costs, and
unguaranteed residual value, and the aggregate of their present values, is recognized as
unearned finance income, which is amortized using the effective interest rate method over
each period during the lease term.
Finance lease receivable less unearned finance income shall be separated into long-term
liabilities and long-term liability within one year for presentation.
Unearned finance income shall be computed by the effective interest method during the
lease term. Contingent rent shall be credited into profit or loss in which actually incurred.
（3）Sale and leaseback of accounting treatment
4.30Assets ready-for-sale
The Group has made decision on disposal of some non-current assets, and signed
irrecoverable transferring agreements with buyers. The transaction is probably to be
completed with one year. If so, the non-current asset shall be counted as an asset
ready-for-sale, not depreciated or amortized, and shall be measured by the lower of
carrying amount and faire value less net value of disposal expenses. Non-current assets
ready-for-sale includes individual asset and disposal group. If disposal group is an asset
group, and has allocated goodwill acquired during the combination according to the
Accounting Standard for Business Enterprises No. 8 - Impairment, or. the disposal group is
75
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
an operation in the asset group, the disposal group includes goodwill in the business
combination.
Where an asset or a disposal group is classified as held-for-trade, but cannot satisfy the
condition of non-current asset ready-for-trade, the Group shall derecognize it as
held-for-trade, and measure it by the lower of the followings:
(1) the carrying amount of the asset or disposal group before it is classified as
held-for-trade, the value after the adjustment of depreciation, amortization or impairment
recognized under the assumption that it is not classified as held-for-trade;
(2) the recoverable value on the date when decided not to trade any more.
4.31、Asset securitization
4.32、Hedging accounting
4.33、Changes in major accounting policies and accounting estimates
(1) Changes of accounting estimates
There were no changes of accounting policies that affected the Company during the period.
(2)Changes of accounting estimates
There were no changes of accounting eatimation that affected the Company during the period.
4.34、Correction of previous accounting errors
There was no previous accounting errors correction that affected the Company during the period.
4.35 Other major account policies, accounting estimates and preparation of financial statements
During the accounting period of an employee’ providing services to the Group, the Group
recognizes the compensation payable as liabilities.
The Group participates in the employees social security system set up by government
agencies, including pensions, medical insurance, housing fund and other social security
system, and the corresponding expenditures are included in the cost of related assets or
the profit or loss.
When an enterprise terminates the employment relationship with employees before the end
of the employment contracts or provides compensation as an offer to encourage employees
to accept voluntary redundancy, a provision shall be recognized for the compensation
arising from termination of employment relationship with employees, with a corresponding
charge to the profit or loss for the current period. The enterprise cannot unilaterally
withdraw from the termination plan or the redundancy offer.
The early retirement plan adopts the same principles of termination benefits. Salaries and
social insurance from the date of ceasing services to the date of normal retirement are paid
by the Group, subject to the conditions to be recognized in profit or loss (termination
76
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
benefits).
5.Principal Taxes Applied
5.1Taxes and their rates
Category Taxable basis Tax rate
Value added tax (“VAT”) Goods sales income, taxi operating income 17%、3%
Proceeds from sales of properties, leasing
Business tax income, property management income 5%、5%、3%
Construction, installation income
Construction tax Turnover tax 7%
Income tax Income tax payable 25%、
Education surcharge(Local Education Turnover tax 16.5%
surcharge)
Land appreciation tax Sales revenue of properties Progressive rates ranging from 30%-60%
*The rate of domestic enterprises is 25%, and the rate of HK enterprises is 16.5%.
5.2Tax breaks and approval
5.3Other instructions
6. Business Combination & Consolidated Financial Statements
6.1 Information of subsidiaries
(1) Subsidiaries established or acquired through investment Currency: RMB yuan
The excess of
Amount
the minority
Balance of
shareholders’
Actual of other minority
share of the
Reg. capital items interest
opening
captl contributi that in used to
Reg. Consolid balance of
Name of the (in ten Biz on at the substanc （%）of Voting Minority absorb
Types Biz nature ated or owners’ equity
subsidiary place thousa scope end of e share （%） interest profits or
not of the
nd the constitut losses
subsidiary is
Yuan) period(in es net attributab
allocated
Yuan) investme le to
against owners’
nt minority
equity of parent
interests
company
Shenzhen Wholly-ow 30,000
shenzhe 30,000, 100.00 100.00
Petrel Hotel ned Services ,000.0 Hotel Yes
n 000.00 % %
Co. Ltd. subsidiary 0
Shenzhen
Wholly-ow Property
City Property shenzhe 7,250, 7,250,0 100.00 100.00
ned Services 000.00 manage Yes
Management n men
00.00 % %
subsidiary
Ltd.
Shenzhen
Wholly-own 10,000 Fitting-ou
Zhen Tung shenzhe
,000.0 t
10,000, 100.00 100.00
ed Services Yes
Engineering n contracti 000.00 % %
subsidiary 0
Ltd. ng and
77
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
maintena
nce
Shenzhen City Construc
We Gen Wholly-own tion
shenzhe 8,000, 8,000,0 100.00 100.00
Construction ed shenzhen project Yes
n 000.00 00.00 % %
Management subsidiary manage
Ltd. ment
Construc
Wholly-own 10,290 tion
Shenzhen City shenzhe 10,290, 100.00 100.00
ed shenzhen ,000.0 project Yes
Car Rental Ltd. n 000.00 % %
subsidiary 0 manage
ment
Develop
Shenzhen Wholly-own 42,500
shenzhe and 42,500, 100.00 100.00
Shenfang Car ed shenzhen ,000.0 Yes
n operate 000.00 % %
Park Ltd. subsidiary 0
car park
Shenzhen City Investme
Wholly-own 10,000
Shenfang shenzhe nt and 10,000, 100.00 100.00
ed Investment ,000.0 Yes
Investment n manage 000.00 % %
subsidiary 0
Ltd. ment
Shenzhen City Trading
Wholly-own
Shenfang Free shenzhe Commecia 5,000, of Import 5,000,0 100.00 100.00
ed Yes
Trade Trading n l trade 000.00 and 00.00 % %
subsidiary
Ltd. Export
Shenzhen City
SPG Long Wholly-own 30,000 Property
shenzhe Real 30,000, 100.00 100.00
Gang ed ,000.0 develop Yes
n estate 000.00 % %
Development subsidiary 0 ment
Ltd.
Shenzhen
Special
Economic
Zone Real Wholly-own 20,000 Property
GuangZh Real 20,000, 100.00 100.00
Estate (Group) ed ,000.0 develop Yes
ou estate 000.00 % %
Guangzhou subsidiary 0 ment
Property and
Estate Co.,
Ltd.
Beijing fresh
peak property
Wholly-own US$10 Operatin
development Real 76,710, 100.00 100.00
management
ed BeiJing ,000,0 g of Real Yes
subsidiary estate 00.00 estate
000.00 % %
limited
company
Beijing SPG Property
Wholly-own
Property 500,00 500,000 100.00 100.00
Management
ed BeiJing Services 0.00 manage .00 % %
Yes
subsidiary ment
Limited
Shenzhen Elevator
Wholly-own
ShenWu shenzhe 3,500, sales 3,500,0 100.00 100.00
Elebator Co.,
ed Services 000.00 Yes
subsidiary n and 00.00 % %
Ltd service
Installati
on of
Shenzhen Lian
Wholly-own 10,000 mechani
Hua Industry shenzhe 10,000, 100.00 100.00
and Trading
ed Services ,000.0 cal and 000.00 Yes
subsidiary n % %
Co. Ltd.
0 electrica
l
equipm
78
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
ent
Investme Investm
Wholly-own HKD1,
Fresh Peak
ed
HongKo nt and 000,00
ent and 1,000,4 100.00 100.00
Yes
Holding Ltd. manage
subsidiary ng 0.00 manage
70.00 % %
ment ment
Wholly-own HKD1 Investm
HongKo Investme 10,000. 100.00 100.00
Wellam Ltd. ed 0,000. ent Yes
subsidiary ng nt holding 00 00 % %
holding
Shantou SEZ Wholly-own US$15 Property
Wellam Fty ed
ShanTo Real ,000,0 develop
91,226, 100.00 100.00
Yes
Bldg., Dev. Co. subsidiary u estate 100.00 % %
00.00 ment
Shantou Wholly-own 30,000 Property
ShanTo Real 30,000, 100.00 100.00
Huafeng ed ,000.0 develop Yes
Estate Dev.Co. subsidiary u estate 000.00 % %
0 ment
Subsidiary USD5 Property
Great Wall Real 2,051,1 101,380 -21,767, 36,400.
Estate Co., Inc
of holding USA 00,000 develop 70.00% 70.00% Yes
estate 00.00 ,000.00 700.00 00
company ,.00 ment
Investmen Investm
Wholly-own HKD1,
Fresh Peak
ed
HongKot and 000,00
ent and 502,300 564,980 100.00 100.00
Yes
Holdings Ltd. ng manageme 0.00 manage .00 ,000.00 % %
subsidiary
nt ment
Properti
Fresh Peak Subsidiary HKD1, -104,55
HongKo Investme 000,00 es 1,004,7 -2,200.0
Investment of holding 55.00% 55.00% Yes 2,600.0
ng nt 0.00 investm
00.00 0
Ltd. company 0
ent
Investme Investm
Wholly-own HKD1,
HongKo nt and ent and 1,004,7 100.00 100.00
Openice Ltd. ed 000,00 Yes
subsidiary ng manage 0.00 manage
00.00 % %
ment ment
Properti
HKD1
Barenie Co. HongKo Investme 0,000. es 10,000. -2,022,3 15,400.
Ltd. HongKong 80.00% 80.00% Yes
ng nt 00 investm 00 00.00 00
ent
Keyear Wholly-own HKD1, Investm
HongKo Investme 000,00 1,004,7 100.00 100.00
Development ed ent Yes
subsidiary ng nt 00.00 % %
Ltd. 0.00 holding
Guangzhou
Huangpu Wholly-own HKD3 Property
Xizun real ed
GuangZ Real 9,800, develop
28,457, 100.00 100.00
Yes
subsidiary hou estate 000.00 % %
estate limited 000.0 men
company
Fresh Peak
Real Estate
Wholly-ow US$4, Property
Dev. Real 22,920,
Construction ned WuHan 000,00 develop 55.00% 55.00% Yes
estate 000.00
(Wuhan) Co. subsidiary 0.00 ment
Ltd.*①
Shenzhen
Comme
Shenfang Wholly-own 10,000
Department shenzhe Commeci rcial 10,000, 100.00 100.00
ed ,000.0 No
Store Co. Ltd.* subsidiary n al trade 0 goods 000.00 % %
② supplier
Shenzhen Wholly-ow
shenzhe Consulta ,000.0 Informat 14,000,
20,000
CyberPort Co., ned ion 70.00% 70.00% No
Ltd *③ n nt 000.00
subsidiary 0 Technol
79
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
ogy
Advisor
y
Shenzhen City
Wholly-own 20,000 Property
SPG Bao An shenzhe Real 20,000, 100.00 100.00
ed ,000.0 develop No
Development
subsidiary n estate 000.00 % %
Ltd.*④
0 ment
Constru
Shenzhen ction
Real Estate Wholly-own Integrate 13,710
Consolidated shenzhe material 5,960,0 100.00 100.00
ed d ,000.0 No
Service Co., subsidiary n , 00.00 % %
Services 0
Ltd *⑤ consum
e goods
Shenzhen Investm
Shen Fang Wholly-own ent in
Industrial shenzhe Investme 3,000, 4,500,0 100.00 100.00
ed industria 00.00 No
Development subsidiary n nt 000.00 % %
l
Co., Ltd.*⑥ projects
Shenzhen Tefa Constru
Real Estate Wholly-own ction
Consolidated ed
shenzhe 2,210, 8,180,0 100.00 100.00
Services 000.00 and No
Service Co., subsidiary n
00.00 % %
decorati
Ltd.*⑦ on
Bekaton Subsidiary US$20 Property
Property Australi Real 910,000 12,560,
of holding 0,000. Develop 60.00% 60.00% No
Limited *⑧ a estate .00 000.00
company 00 ment
Canada Great
Subsidiary CAD Property
Wall Real 4,500.0 89,040,
(Vancouver) * of holding Canada estate 1,000. Develop 75.00% 75.00% No
0 000.00
⑧ company 00 ment
Propert
y
constructi
Wholly-own HKD5 on and
Paklid Limited HongKo Commeci 00,000trading of 200,000 11,070,0 100.00 100.00 No
ed
*⑧
subsidiary ng al trade .00 constructi .00 00.00 % %
on
material
s
Shenzhen City
Shenfang
Wholly-own Construct
Construction shenzhe Commeci 2,680, 2,680,0 100.00 100.00
and Decoration
ed ion No
subsidiary n al trade 000.00 00.00 % %
Materials Ltd * materials
⑨
Shenzhen
ZhongGang Subsidiary Integrate 19,000 Tourism
Haiyan shenzhe 12,940,
of holding d ,000.0 Restaur 68.00% 68.00% No
Enterprise n 000.00
company Services 0 ant
Ltd.*⑩
Domesti
c
Shenzhen Xing Wholly-own 20,000
shenzhe Commeci commer 18,500, 100.00 100.00
Dongfang ed ,000.0 No
Store Ltd.* 11 subsidiary n al trade 0 cial 000.00 % %
goods
supply
80
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Manufa
Guangdong FengKai cturing
Province in and
Subsidiary
Fengkai Lain GuangD Manufact US$8, trading 121,260
of holding 000,00 90.00% 90.00% No
Feng Cement ong ure 0.00 in
,000.00
Manufacturing company
Provinc cement
Co., Ltd *12 e product
s
*① Fresh Peak Real Estate Dev. Construction (Wuhan) Co. Ltd
The Company holds 100% equity of the corporation through the Subsidiary – fresh peak
investment limited which the Company held 55% equity.
*② Shenzhen Shenfang Department Store Co. Ltd
The shareholders meeting held on 29 October 2007 passed the resolution to terminate
business, liquidation and formed a group to carry out the liquidation procedures. The
liquidation group issued a notice of liquidation on 7 December 2007. According to the
principle of “Enterprise Accounting Standards No.33- the Consolidation Financial
Statement”, the Store will not be included in the Company’s consolidated financial
statement. The book value of the investment account of the Company is zero.
*③ Shenzhen CyberPort Co., Ltd
The shareholders meeting held on 12 May 2008 passed the resolution to terminate
business, liquidation and formed a group to carry out the liquidation procedures. The
liquidation group issued a notice of liquidation on 5 December 2008. According to the
principle of “Enterprise Accounting Standards No.33- the Consolidation Financial
Statement”, the corporation will not be included in the Company’s consolidated financial
statement. The book value of the investment account of the Company is zero.
*④ Shenzhen City SPG Bao An Development Ltd.
The shareholders meeting held on 18 September 2009 passed the resolution to terminate
business, liquidation and formed a group to carry out the liquidation procedures. According
to the principle of “Enterprise Accounting Standards No.33- the Consolidation Financial
Statement”, the Store will not be included in the Company’s consolidated financial
statement.
*⑤ Shenzhen Real Estate Consolidated Service Co., Ltd.
The operating period of this corporation is from 26 January 1983 to 28 August 1999. And
this Company has ceased operations for many years. And the corporation had been
terminated its licenses by law on 8 Febuary 2002 because of failing to take part in annual
inspection.
81
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
*⑥ Shenzhen Shen Fang Industrial Development Co., Ltd
The operating period of this corporation is from 3 October 1993 to 3 October 1998. And this
Company has ceased operations for many years. And the corporation had been terminated
its licenses by law on 8 Febuary 2002 because of failing to take part in annual inspection.
*⑦ Shenzhen Tefa Real Estate Consolidated Service Co., Ltd
The operating period of this corporation is from 7 March 1983 to 10 April 1995. And this
company has ceased operations for many years. And the corporation had been terminated
its licenses by law in 2004 because of failing to take part in annual inspection.
*⑧ Bekaton Property Limited and Paklid Limited
These 3 subsidiaries were set up overseas in early times. The board of directors passed a
resolution to terminate the corporations’ business.
*⑨ Shenzhen City Shenfang Construction and Decoration Materials Ltd
The operating period of this corporation is from 1 January 1984 to 6 July 2004. And this
company has ceased operations for many years. And the corporation had been terminated
its licenses by law on February 8, 2002 because of failing to take part in annual inspection.
*⑩Shenzhen ZhongGang Haiyan Enterprise Ltd
The operating period of this corporation is from 16 October 1984 to 16 October 2004. And
this company has ceased operations for many years. And the corporation had been
terminated its licenses by law in 1999 because of failing to take part in annual inspection.
*11 Shenzhen Xin Dongfang Store Ltd
The operating period of this corporation is from 7 June 1983 to 7 June 1998. And this
company has ceased operations for many years. And the corporation had been terminated
its licenses by law at 10 January 2001 because of failing to take part in annual inspection.
*12 Guangdong Province Fengkai Lian Feng Cement Manufacturing Co., Ltd
The total assets (including tangible and intangible assets) of the corporation were auctioned
for debt repayment at 22 January 2006. The Company's investment in the company's book
value is zero.
Except for *②, *③, *④，*12, the above subsidiaries which are not included the company’s
consolidated financial statement had ceased operations for many years. And the entities of
the corporations didn’t exist. And the Company has no control over its subsidiaries’
businesses. According to the principle of “Enterprise Accounting Standards No.33- the
Consolidation Financial Statement”, the corporation will not be included in the Company’s
consolidated financial statement. The book value of the investment account of the
Company is zero.
82
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
(2）Subsidiaries acquired through business combination under common control
There were not subsidiaries acquired through business combination under common
control.
(3）Subsidiaries acquired through business combination not under common contro
Currency: RMB Yuan
Amount
The excess of
Actual Balance of
the minority
capital of other minority
shareholders’
contributi items interest
share of the
Name of on at the that in used to
Reg. Consolid opening balance
the Biz Reg. Biz end of substanc （%）of Voting Minority absorb
Types ated or of owners’ equity
subsidiar place nature capital scope the e share （%） interest profits or
not of the subsidiary
y period(te constitut losses
is allocated
n es net attributab
against owners’
thousand investme le to
equity of parent
s) nt minority
company
interests
Shan
Tou
Special Wholly-o
Property
Economi wned HKD30, 21,080, 100.00 100.00
Shantou Services develop Yes
c Zone subsidiar 000,000 000.00 % %
ment
Real y
Estate
Ltd.
6.2Special purpose entities or operational entities whose control power are formed
through entrusted operation or lease.
There are no Special purpose entities or operational entities whose control power are
formed through entrusted operation or lease.
6.3、The explanation for merge scope modification
Whether there was change for the consolidated scope during report period.
□suitability √unsuitability
6.4、The entity newly merged into the scope and the main body not merged into scope
for this period
There are no entity newly merged into the scope and the main body not merged into
scope for this period
6.5、Merger of enterprises under the same controller
There is no merger of enterprises under the same controller during the reporting period.
6.6Merger of enterprises not under the same controller
There is no merger of enterprises not under the same controller during the reporting period.
83
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
6.7、Subsidiaries not included in the scope of consolidation because of not being
controlled through sale
There are no subsidiaries not included in the scope of consolidation because of not being
controlled through sale during the reporting period.
6.8 Reverse purchase occurred during the reporting period
There is no reverse purchase occurred during the reporting period.
6.9 Merger occurred during the reporting period
There is no merger occurred during the reporting period.
6.10Exchange rates for translating major financial statement items of foreign
operations
Items Assets and liabilities
June 30,2014 December 31, 2013
Great Wall Estate Co., Inc USD1 = RMB 6.1543 USD1 = RMB 6.0969
Items Revenue, expenses and cash flow
1-6/2014 1-6/2013
Great Wall Estate Co., Inc USD1 = RMB 6.1543 USD1 = RMB 6.1797
84
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
7 Notes to the Consolidated Financial Statements
7.1 Monetary funds
Unit: Yuan
Closing balance Opening balance
Foreign Exchange Foreign Exchange
Amount in RMB Amount in RMB
currency rate currency rate
Cash on hand -- -- 175,196.27 -- -- 185,502.41
RMB -- -- 164,117.86 -- -- 172,180.27
USD 100.00 6.1543 615.43 100.09 6.0969 610.24
HKD 13,178.72 0.79393 10,462.98 16,168.79 0.7862 12,711.90
Cash in bank -- -- 550,830,704.95 -- -- 519,098,870.03
RMB -- -- 541,483,979.05 -- -- 509,911,429.21
USD 146,539.10 6.1543 901,845.57 137,953.58 6.0969 841,089.20
HKD 10,517,149.28 0.79393 8,349,880.33 10,616,066.68 0.7862 8,346,351.62
Other monetary funds -- -- 6,097,400.00 -- -- 6,090,000.00
RMB -- -- 6,097,400.00 -- -- 6,090,000.00
HKD
Total 557,103,301.22 525,374,372.44
Note: (1) Cash in bank above includes RMB 6,097,400.00 ownership restricted (opening balance: RMB
6,090,000.00). Among the other monetary funds, there is RMB 97,400.00 tender bonds margin, RMB
6,000,000.00 was deposited in the Company's rent escrow account for the Company's borrowings.
(2)The fund with use restrictions, which is being kept in a foreign country, is RMB 9,251,725.90
(opening balance: RMB 9,187,440.82).
7.2 Dividends receivables
Unit: Yuan
Reasons for
Closing Whether the
Item Opening balance Increase Decrease uncollected
balance amount is impaired
amounts
Aged within 1 year 1,052,192.76 -- -- 1,052,192.76 delay No
Total 1,052,192.76 -- -- 1,052,192.76
7.3 Accounts receivables
Unit: Yuan
(1) Accounts receivable by categories
Closing balance
Category Carrying amount Bad debt provision
Amount (%) Amount (%)
85
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
Accounts receivable of which provision for
-- -- -- --
Portfolio
Accounts receivable of which provision for bad
36,111,894.38 100.00 19,141,119.11 53.01
debts is of individually insignificant
Total 36,111,894.38 100.00 19,141,119.11 53.01
(Continued)
Opening balance
Category Carrying amount Bad debt provision
Amount (%) Amount (%)
Accounts receivable of which provision for
-- -- -- --
Portfolio
Accounts receivable of which provision for bad
33,243,243.17 100.00 19,141,119.11 57.58
debts is of individually insignificant
Total 33,243,243.17 100.00 19,141,119.11 57.58
Note to categories of account receivable
Accounts receivable of which provision for bad debts is of individually significant
√suitability □ unsuitability
Portfolio 1 by Aging analysis
□suitability √unsuitability
Portfolio 2 by percentage
□suitability √unsuitability
Protfolio 3 by other methods
□suitability √unsuitability
Provisions of bad debts that is individually insignificant
√suitability □ unsuitability
Unit: Yuan
Proportion of
Content of accounts receivable Carrying amount Amount of bad debt Reasons for the provision
provision（%）
Receivables of import and export
11,574,556.00 11,574,556.00 100.00 A separate provision is
agency business
established according to the
House pay to be collected 10,811,709.25 6,968,694.02 64.46 recoverability of each
receivales with long aging
Engineering construction funds and and little retrievability.
13,725,629.13 597,869.09 4.36
others
Total 36,111,894.38 19,141,119.11 --
(2)There were no any account reciviables which had been accured fully or large proporation provision
transferred back in this accounting year.
86
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
(3)There were no any significant account reciviables which had been written off in this accounting year.
(4) No amount due from shareholders who hold 5% or more of the voting rights of the Company is
included in the above balance of accounts receivable.
(5) Top 5 entities with the largest balances of accounts receivable
Unit: Yuan
Relationship with the Proportion of the amount to
Name of entity Amount Age
Group the total AR (%)
Corporate unit No.1 Un-related party 1,803,947.90 3 年以上 5.00
Individual No.1 Un-related party 1,200,000.00 3 年以上 3.32
Corporate unit No.2 Association 1,092,432.91 3 年以上 3.03
Individual No.2 Un-related party 876,864.11 3 年以上 2.43
Individual No.3 Un-related party 800,588.69 3 年以上 2.22
Total -- 5,773,833.61 -- 16.00
(5) Receivables due from related parties
Unit: Yuan
Name of entity Relationship with the Group Amount Proportion of the amount to the total AR (%)
Shenzhen Fresh Peak Property
Association 1,092,432.91 3.03%
Consultant Co.,Ltd
Total -- 1,092,432.91 3.03%
7.4 Other receivables
(1) Other receivables by categories
Unit: Yuan
Closing balance
Category Carrying amount Bad debt provision
Amount (%) Amount (%)
Other receivables of which provision for bad
162,353,277.54 68.67 148,800,824.62 91.65
debts is of individually significant
Othere receivable of which provision for Portfolio
Other receivables of which provision for bad
74,083,469.81 31.33 29,439,699.07 39.74
debts is of individually insignificant
Total 236,436,747.35 -- 178,240,523.69 --
(Continued)
Category Opening balance
Carrying amount Bad debt provision
87
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
Amount (%) Amount (%)
Other receivables of which provision for bad
162,299,084.48 69.70 148,744,256.33 91.65
debts is of individually significant
Othere receivable of which provision for
Portfolio
Other receivables of which provision for bad
70,540,348.70 30.30 29,422,675.04 41.71
debts is of individually insignificant
Total 232,839,433.18 -- 178,166,931.37 --
Note to categories of other receivable
Other receivable of which provision for bad debts is of individually significant
√suitability □ unsuitability
Unit: Yuan
Proportion of bad
Content of accounts receivable Carrying amount Amount of bad debt Reasons for the provision
debt (%)
Other receivables between
subsidiares that are not included in 128,350,317.89 128,347,388.92 99.99 A separate provision is established
the consolidated statement according to the recoverability of
34,002,959.65 20,453,435.70 60.15 each receivales with long aging and
Others
little retrievability
Total 162,353,277.54 148,800,824.62 --
Portfolio 1 by Aging analysis
□suitability √unsuitability
Portfolio 2 by percentage
□suitability √unsuitability
Protfolio 3 by other methods
□suitability √unsuitability
Provisions of bad debts that is individually insignificant
√suitability □ unsuitability
Unit: Yuan
Amount of bad
Content of other receivables Carrying amount Proportion of provision Reasons for the provision
debt (%)
Other receivables between A separate provision is
subsidiares that are not
1,324,136.04 1,116,316.04 84.31 established according to the
included in the consolidated recoverability of each receivales
statement with long aging and little
Others 72,759,333.77 28,323,383.03 38.93 retrievability
Total 74,083,469.81 29,439,699.07
(2)There were no any account reciviables which had been accured fully or large proporation provision
transferred back during the current period.
(3)There were no any other material receivables written off during the current period.
88
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
(4)There were no any other receivables due from shareholders at least 5% of the Group’s shares with
voting power during the current period.
(5)Top 5 entities with the largest balances of other receivables
Unit: Yuan
Relationship with the Proportion of the amount to the
Name of entity Amount Age
Group total OR (%)
Canada Great Wall( Vancouver)
Subsidiary 89,035,748.07 3 年以上 37.66
Co.,Ltd *
Paklid Limited * Subsidiary 18,482,291.59 3 年以上 7.82
Bekaton property Limited * Subsidiary 12,559,290.58 3 年以上 5.31
Guangdong province Huizhou
Joint venture 10,465,168.81 3 年以上 4.43
Luofu Hill Mineral Water Co.,Ltd
Corporate unit No.1 Un- related party 9,600,000.00 3 年以上 4.06
Total 140,142,499.05 -- 59.28
(6) Receivables due from related parties
Unit: Yuan
Relationship with the Proportion of the amount to
Name of entity Amount
Group the total OR (%)
Guangdong Province Huizhou Luofu Hill Mineral Water
Joint venture 10,465,168.81 4.43
Co.,Ltd
Shenzhen Runhua Automobile Trading Co.,Ltd Association 3,072,764.42 1.30
Canada GreatWall（Vancouver）Co.,Ltd Subsidiary 89,035,748.07 37.66
Bekaton Property Limited Subsidiary 12,559,290.58 5.31
Paklid Limited Subsidiary 18,482,291.59 7.82
Shenzhen Shenfang Department Store Co. Ltd. Subsidiary 237,648.82 0.10
Shenzhen Real Estate Consolidated Service Co., Ltd. Subsidiary 1,086,487.22 0.46
Shenzhen City Shenfang Construction and Decoration
Subsidiary 8,327,180.71 3.52
Materials Ltd.
Shenzhen RongHua JiDian Co.,Ltd Association 475,223.46 0.20
Xi’an Fresh Peak property management& Trading Co.,Ltd Joint venture 8,419,205.19 3.56
Total 152,161,008.87 64.36
7.5 Prepayments
(1) Aging analysis
Unit: Yuan
Closing balance Opening balance
Aging
Amount (%) Amount (%)
Within 1 year 18,525,465.83 89.91 12,101,114.11 99.14
1-2 years 1,460,050.96 7.09 100,002.35 0.82
89
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
2-3 years 617,372.57 3.00 196.84 0.00
Over 3 years 550.00 5,285.00 0.04
Total 20,603,439.36 -- 12,206,598.30 --
(2) Top 5 entities with the largest balances of prepayments
Unit: Yuan
Relationship with the
Name of entities Amount Timing Reasons for unsettlement
Group
The un-settled prepayment of
Project 1 Un-related party 4,078,554.62 Within 1 year
engineering materials
The un-settled prepayment of
Project 2 Un-related party 3,055,510.00 Within 1 year
engineering materials
The un-settled prepayment of
Project 3 Un-related party 2,602,867.12 Within 1 year
engineering materials
The un-settled prepayment of selling
Project 4 Un-related party 2,336,995.56 Within 1 year
expenses
The un-settled prepayment of
Project 5 Un-related party 959,170.00 Within 1 year
engineering materials
Total 13,033,097.30
(3) No prepayments to shareholders at least 5% of the Group’s shares with voting power during the
current period.
(4) Prepayments in the balance sheet had RMB 20,603,439.36 as the closing balance at June 30,
2014, 68.79% of increase than the opening of the year. The reason for such increase is: the
un-settled prepayment of engineering materials.
7.6 Inventory
(1) Categories of inventory
Unit: Yuan
Closing balance
Item Provision for decline in value of
Carrying amount Net carrying amount
inventories
Raw materials 891,402.26 891,402.26
Finished products 626,455.22 278,891.91 347,563.31
Real estate developing products 1,083,605,871.88 47,584,499.31 1,036,021,372.57
Real estate developed products 1,610,292,749.15 1,610,292,749.15
Real estate which are going to be
320,137,762.54 320,137,762.54
developed
Low-value consumable products 409,084.92 409,084.92
Construction in progress 111,581,845.25 111,581,845.25
Total 3,127,545,171.22 47,863,391.22 3,079,681,780.00
(Continued)
Item Opening balance
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SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
Provision for decline in value of
Carrying amount Net carrying amount
inventories
Raw materials 515,963.06 515,963.06
Finished products 582,298.50 278,891.91 303,406.59
Real estate developing products 890,317,408.57 47,584,499.31 842,732,909.26
Real estate developed products 1,773,322,833.86 1,773,322,833.86
Real estate which are going to be
298,632,911.82 298,632,911.82
developed
Low-value consumable products 41,821.30 41,821.30
Construction in progress 52,385,743.15 52,385,743.15
Total 3,015,798,980.26 47,863,391.22 2,967,935,589.04
(2) Provision for movement in value of inventories
Unit: Yuan
Decrease
Item Opening balance Increase Closing balance
Reversals Write-off
Finished products 278,891.91 -- -- -- 278,891.91
Real estate developing products 47,584,499.31 -- -- -- 47,584,499.31
Total 47,863,391.22 -- -- -- 47,863,391.22
（3）Real estate developed products
Finished time Opening balance Additions Redutions Closing balance
Jinye Island Multi-tier villa 1997 38,933,768.09 38,933,768.09
Jinye Island villa No.6 2007 2,961,996.22 2,961,996.22
Jinye Island villa No.10 2010 47,182,628.45 8,441,781.93 38,740,846.52
Jinye Island villa No.11 2008 17,891,536.90 4,532,203.60 13,359,333.30
HuangPuXinChun No.1 1994 121,283.88 121,283.88
HuangPuXinChun No.2 2007 228,961.81 228,961.81
HuaFeng Building 2000 1,631,743.64 1,631,743.64
XingHu Garden Multi-tier 2003 156,848.69 156,848.69
BeiJing Fresh Peak Buliding 671,820.67 671,820.67
Wenjin warehouse 1-5 floor 13,507,895.61 13,507,895.61
Real Estate building 11,025,444.77 11,025,444.77
Wenjing Garden 2013 3,818,939.87 3,818,939.87
Shenfang Chuanqishan 1,635,189,965.26 150,056,099.18 1,485,133,866.08
Total 1,773,322,833.86 163,030,084.71 1,610,292,749.15
The reason for such increase in the period is repurchase of some Real estate developed products.
(4)Real estate developing products
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Financial report for the six months ended 30 June 2013
Starting Finished Estimated total
Opening balance Closing balance
time time investment
DongHuDiJing Building 130,652,182.51 133,419,183.59
ShanTou Yuejing Dongfang 2008 2014 150,000,000.00 128,934,749.12 157,506,120.11
Shengfang Shanglin Garden 2007 2014 1,400,000,000.00 607,303,194.82 769,061,164.78
ShanTou Fresh Peak Building 23,427,282.12 23,619,403.40
Total 890,317,408.57 1,083,605,871.88
(5) Real estate which are going to be developed
Opening balance Additions Redutions Closing balance
Shantou Jingzaiwan 298,632,911.82 21,504,850.72 320,137,762.54
Total 298,632,911.82 21,504,850.72 320,137,762.54
(6) Capitalized borrowing cost at year end is RMB 145,067,376.21.
92
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
7.7 Other current assets
Unit: Yuan
Item Closing balance Opening balance
Value added tax 3,971,151.72 3,451,107.04
Business tax 25,702,706.86
City construction surcharge 1,848,270.22
Education surcharge 740,100.17
Local education surcharge 467,038.96
Embankment Protection Fee 169,677.06
Total 32,898,944.99 3,451,107.04
Note: other current assets had RMB 32,898,944.99 as the closing balance at June 30, 2014,
853.29%of increase than the opening balance of the year. The reason for such increase is that the
taxation for pre-sale payments and receipts for projects was paid during the current period.
93
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
7.8 Investments in joint ventures and associates
Unit: Yuan
Proportion of Proportion of voting power Total assets at Total liabilities at Total net assets Total operating income Net profit for the
Name of investee
ownership interest (%) in the investee (%) the end of year the end of year at the end of year for the current period current period
1) Joint ventures
Guangdong province Huizhou Luofu Hill mineral water Co.,Ltd*①
Fengkai Xinhua Hotel*②
Jiangmen Xinjian Real Estate Co. Ltd.*③
Xi’an Fresh Peak Building Co. Ltd.*③
DongYi Property Co.,Ltd.*③
2) Associates
Shenzhen Ronghua JiDian Co.,ltd 25 25
Shenzhen Fresh Peak Property Consultant Co.,Ltd 20 20
Shenzhen Runhua Automobile Trading Co.,Ltd① 50 50
Shenzhen Dongfang New world Store Co.,Ltd② 50 50
1) Joint ventures
Registered Proportion of Proportion of
Legal
Name of investee Type of enterprise Registered place Nature of business capital(the ownership voting power in
representative
thousands yuan) interest (%) the investee (%)
Guangdong province Huizhou Luofu Hill mineral water Co.,
Cooperative Enterprises Guangdong Boluo YangHuaiYu Water and other products 602 Co-operation Co-operation
Ltd
Fengkai Xinhua Hotel Cooperative Enterprises Guangdong Feng kai Tourism, Restaurant Co-operation Co-operation
Jiangmen Xinjian Real Estate Co. Ltd. Cooperative Enterprises Guangdong Jiangmen LuoJinXing Property developing and sales USD660 Co-operation Co-operation
Developing and operating Xi’an trade
Xi’an Fresh Peak Building Co. Ltd Cooperative Enterprises Xi’an LiangWeiGuo HKD3,000 Co-operation Co-operation
building
DongYi Property Co., Ltd Private Enterprises Hong kong Property development and sales HKD100 Co-operation Co-operation
94
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Financial report for the six months ended 30 June 2013
①Guangdong province Huizhou Luofu Hill mineral water Co., Ltd
The operting period of the company was form June 5, 1991 to June 4, 2001. And the company had ceased operations because of operating loss for many years.
And the Company had been terminated its licenses by law at July 6, 2001 because it failed to pass the annual inspection. Besides, the corporation stopped
preparing the financial statement. As of the end of the year, the book value of the investment account of the Company is zero. According to the joint venture
agreement, the Company didn’t have the obligation to bear the additional loss.
②Fengkai Xinghua Hotel
The FengKai XingHua Hotel was announced bankruptcy by the Guangdong Province Zhaoqing City second-middle intermdediate Peoples’ court with the
document (2002) ZHFJPZ No.2. And the corporation had finished the bankruptcy procedure. As of the end of the year, the book value of the investment account
of the Company is zero. According to the joint venture agreement, the Company didn’t have the obligation to bear the additional loss.
③Jiangmen Xinjian Real Estate Co. Ltd., Xian Fresh Peak Building Co. Ltd, DongYi Property Co., Ltd
The above corporations were the joint ventures set up with the local partners for the properties developing projects. Consider the projects had been stopped,
and the joint ventures had closed operating actvities for many years with no prepation of financial statements. Already the corresponding provision for the
investment of these joint ventures was accrued. Refer to Notes5.8. (5) for details
2) Associates
Registered capital(the Proportion of Proportion of voting power
Name of investee Type of enterprise Registered place Legal representative Nature of business
thousands yuan) ownership interest (%) in the investee (%)
Shen Zheng Zhong Elevator, air-condition,
Shenzhen Ronghua JiDian Co.,ltd Limited liability company water-electricty fixing and 500 25 25
zhen qing sales
Shenzhen Fresh Peak Property Shen Zhong
Limited liability company Property sales and rental 300 20 20
Consultant Co.,Ltd zhen XinFa
Shenzhen Runhua Automobile Shen LiXue Domestic car sales( not
Limited liability company 500 50 50
Trading Co.,Ltd zhen Min includen little car), motor
Shenzhen Dongfang New world Shen Domestic trade/material
Limited liability company PengNaiDian 3000 50 50
Store Co.,Ltd zhen supply
①Shenzhen Runhua Automobile Trading Co., Ltd
The operating period of this corporation was form Feb 24, 1992 to Feb 24, 1997, and it had ceased operations because of operating loss for many years.
Besides, it had been terminated its licenses by law because it failed to pass the annual inspection and no financial statement was prepred afterwards. As the
95
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
end of the year, the book value of the investment account of the vompany is zero. According to the assosicate agreement, the company didn’t have the
obligation to bear the additional loss.
②Shenzhen Dongfang New world store Co., Ltd
The operating period of this corporation was from June 7, 1993 to June 7, 1998, and the company had ceased operations because of operating loss for many
years. And the company had been terminated its licenses by law at Jan 10, 2001 because it failed to pass the annual inspection. Besides, the company stopped
making the financial statement. At Dec 31, 2010, the book value of the investment account of the company is zero. According to the assosicate agreement, the
company didn’t have the obligation to bear the additional loss.
96
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
7.9 Long-term equity investments
Details of long-term equity investments
Unit: Yuan
Changes
Name of investee Accounting method Investment cost Opening balance [Increase Closing balance
/decrease]
Shenzhen Ronghua JiDian Co.,ltd Equity method 1,250,000.00 1,378,532.26 -- 1,378,532.26
Shenzhen Runhua Automobile Trading Co.,Ltd*① Equity method 1,445,425.56 1,445,425.56 -- 1,445,425.56
Guangdong province Huizhou Luofu Hill mineral
Equity method 9,969,206.09 9,969,206.09 -- 9,969,206.09
water Co.,Ltd*②
Fengkai Xinhua Hotel*③ Equity method 9,455,465.38 9,455,465.38 -- 9,455,465.38
Jiangmen Xinjian Real Estate Co. Ltd.*④ Equity method 9,037,070.89 9,037,070.89 -- 9,037,070.89
Xi’an Fresh Peak Building Co. Ltd Equity method 32,840,729.61 32,840,729.61 -- 32,840,729.61
DongYi Property Co.,Ltd Equity method 30,376,084.89 30,376,084.89 -- 30,376,084.89
Shenzhen Shen Fang Industrial Development Co.,
Cost method 4,500,000.00 4,500,000.00 -- 4,500,000.00
Ltd
Shenzhen ZhongGang Haiyan Enterprise Ltd Cost method 12,940,900.00 12,940,900.00 -- 12,940,900.00
Shenzhen Real Estate Consolidated Service Co.,
Cost method 5,958,305.26 5,958,305.26 -- 5,958,305.26
Ltd.
Paklid Limited Cost method 201,100.00 201,100.00 -- 201,100.00
Bekaton Property Limited Cost method 906,630.00 906,630.00 -- 906,630.00
Shenzhen Tefa Real Estate Consolidated Service
Cost method 8,180,003.63 8,180,003.63 -- 8,180,003.63
Co., Ltd
Shenzhen Xin Dongfang Store Ltd Cost method 18,500,000.00 18,500,000.00 -- 18,500,000.00
Shenzhen City Shenfang Construction and
Cost method 2,680,000.00 2,680,000.00 -- 2,680,000.00
Decoration Materials Ltd.
Shenzhen Shenfang Department Store Co. Ltd. Cost method 10,000,000.00 10,000,000.00 -- 10,000,000.00
Shenzhen CyberPort Co., Ltd Cost method 14,000,000.00 7,613,507.96 -- 7,613,507.96
YunNan KunPeng Flight service Co.,Ltd Cost method 5,464,240.74 5,464,240.74 -- 5,464,240.74
ShenZhen ShenFang BaoAn developmentCo.,Ltd Cost method 20,000,000.00 20,379,525.68 -- 20,379,525.68
Shantou Fresh Peak Building Cost method 68,731,560.43 58,547,652.25 -- 58,547,652.25
Guangdong Province Fengkai Lain Feng Cement
Cost method 121,265,000.00 56,228,381.64 -- 56,228,381.64
Manufacturing Co., Ltd.
Shantou Small&medium Enterprises Finacing
Cost method 12,000,000.00 12,000,000.00 -- 12,000,000.00
Guarantee Co. Ltd.
Total 399,701,722.48 318,602,761.84 -- 318,602,761.84
(Continued)
Explanation
Proportion Provision
Proportion of of the
of Provision for for Cash
voting power in inconsistenc
Name of investee ownership impairment impairmen dividend for
the investee y between
interest losses t losses for the period
(%) these two
held (%) the period
proportions
Shenzhen Ronghua JiDian Co.,ltd 25 25 1,076,954.64 -- --
97
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
Explanation
Proportion Provision
Proportion of of the
of Provision for for Cash
voting power in inconsistenc
Name of investee ownership impairment impairmen dividend for
the investee y between
interest losses t losses for the period
(%) these two
held (%) the period
proportions
Shenzhen Runhua Automobile Trading Co.,Ltd 50 50 1,445,425.56 -- --
Guangdong province Huizhou Luofu Hill mineral water
9,969,206.09 -- --
Co.,Ltd
Fengkai Xinhua Hotel 9,455,465.38 -- --
Jiangmen Xinjian Real Estate Co. Ltd. 912,537.16 -- --
Xian Fresh Peak Building Co. Ltd 20,673,831.77 -- --
DongYi Property Co.,Ltd 21,225,715.87 -- --
Shenzhen Shen Fang Industrial Development Co., Ltd 100 100 4,500,000.00 -- --
Shenzhen ZhongGang Haiyan Enterprise Ltd 68 68 12,940,900.00 -- --
Shenzhen Real Estate Consolidated Service Co., Ltd. 100 100 5,958,305.26 -- --
Paklid Limited 100 100 201,100.00 -- --
Bekaton Property Limited 60 60 906,630.00 -- --
Shenzhen Tefa Real Estate Consolidated Service Co.,
100 100 8,180,003.63 -- --
Ltd
Shenzhen Xin Dongfang Store Ltd 100 100 18,500,000.00 -- --
Shenzhen City Shenfang Construction and Decoration
100 100 2,680,000.00 -- --
Materials Ltd.
Shenzhen Shenfang Department Store Co. Ltd. 100 100 10,000,000.00 -- --
Shenzhen CyberPort Co., Ltd 70 70 -- -- --
YunNan KunPeng Flight service Co.,Ltd* -- --
25 25 --
ShenZhen ShenFang BaoAn developmentCo.,Ltd 100 100 -- --
Shantou Fresh Peak Building 100 100 58,547,652.25 -- --
Guangdong Province Fengkai Lain Feng Cement
56,228,381.64 -- --
Manufacturing Co., Ltd. 90 90
Shantou Small&medium Enterprises Finacing
-- --
Guarantee Co. Ltd. 10 10
243,402,109.2
-- --
Total -- -- 5
Note:
①the proportion of ownership interest in YunNan KunPeng Flight service Co., Ltd held by the Group is
25%. Because the Group neither have control nor have significant influence over the investee, the
equity investment is accounted for using the cost method.
②Guangdong province Huizhou Luofu Hill mineral water Co., Ltd
The operting period of the company was form June 5, 1991 to June 4, 2001. And the company had
ceased operations because of operating loss for many years. And the Company had been terminated
its licenses by law at July 6, 2001 because it failed to pass the annual inspection. Besides, the
98
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
corporation stopped preparing the financial statement. As of the end of the year, the book value of the
investment account of the Company is zero. According to the joint venture agreement, the Company
didn’t have the obligation to bear the additional loss.
③Fengkai Xinghua Hotel
The FengKai XingHua Hotel was announced bankruptcy by the Guangdong Province Zhaoqing City
second-middle intermdediate Peoples’ court with the document (2002) ZHFJPZ No.2. And the
corporation had finished the bankruptcy procedure. As of the end of the year, the book value of the
investment account of the Company is zero. According to the joint venture agreement, the Company
didn’t have the obligation to bear the additional loss.
④Jiangmen Xinjian Real Estate Co. Ltd., Xian Fresh Peak Building Co. Ltd, DongYi Property Co., Ltd
The above corporations were the joint ventures set up with the local partners for the properties
developing projects. Consider the projects had been stopped, and the joint ventures had closed
operating activities for many years with no preparation of financial statements. Already the
corresponding provision for the investment of these joint ventures was accrued. Refer to Notes5.8. (5)
for details.
7.10 Investment properties
Investment properties measured at cost
Unit: Yuan
Item Opening balance Increase Decrease Closing balance
I. Total original carrying amount 842,951,492.33 761,435.35 -- 843,712,927.68
Including: Buildings 748,891,106.42 -- 748,891,106.42
Land use rights 94,060,385.91 761,435.35 -- 94,821,821.26
II. Total accumulated depreciation 285,309,108.18 10,205,050.80 -- 295,514,158.98
and amortization
Including: Buildings 285,309,108.18 10,205,050.80 -- 295,514,158.98
Land use rights -- -- -- --
III. Total net book value 557,642,384.15 -9,443,615.45 -- 548,198,768.70
Including: Buildings 463,581,998.24 -10,205,050.80 -- 453,376,947.44
Land use rights 94,060,385.91 761,435.35 -- 94,821,821.26
IV. Total provision for impairment 91,328,292.25 624,945.51 -- 91,953,237.76
Including: Buildings 14,128,544.62 -- 14,128,544.62
Land use rights 77,199,747.63 624,945.51 -- 77,824,693.14
V. Total carrying amounts 466,314,091.90 -10,068,560.96 -- 456,245,530.94
Including: Buildings 449,453,453.62 -10,205,050.80 -- 439,248,402.82
Land use rights 16,860,638.28 -208,776.39 -- 16,997,128.12
99
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Amount for the current period
Depreciation 10,205,050.80
provision for impairment 624,945.51
7.11 Fixed assets
Details of fixed assets
Unit: Yuan
Item Opening balance Increase Decrease Closing balance
I. Total original cost 139,588,987.90 804,888.80 597,973.45 139,795,903.25
Including: building& construction 106,068,689.59 -- 106,068,689.59
Machines & equipments 15,932,028.71 232,092.38 25,798.00 16,113,707.71
Vehicles 17,588,269.60 572,796.42 571,822.50 17,589,243.52
Opening balance Additions Accrual Decrease Closing balance
II. Total accumulated
78,873,300.19 -- 4,062,796.75 544,500.90 82,391,596.04
depreciation
Including: building& construction 55,206,608.19 -- 2,435,192.05 -- 57,641,800.24
Machines & equipments 11,214,609.27 -- 564,775.75 24,508.10 11,736,876.92
Vehicles 12,452,082.73 -- 1,062,828.95 519,992.80 12,994,918.88
Opening balance Closing balance
III.Total net book value 60,715,687.71 57,404,307.21
Including: building& construction 50,862,081.40 48,426,889.35
Machines & equipments 4,717,419.44 4,376,830.79
Vehicles 5,136,186.87 4,594,324.64
IV. Total impairment provision -- -- -- --
Including: building& construction -- -- -- --
Machines & equipments -- -- -- --
Vehicles -- -- -- --
V.Total carrying amount 60,715,687.71 57,404,307.21
Including: building& construction 50,862,081.40 48,426,889.35
Machines & equipments 4,717,419.44 4,376,830.79
Vehicles 5,136,186.87 4,594,324.64
Note: (1) The depreciation for the current year is RMB 4,062,796.75.
There were no original amount of construction in progress was transferred to fixed assets during the
period.
7.12 Intangible assets
Details of Intangible assets
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Unit: Yuan
Item Opening balance Increase Decrease Closing balance
I. Carrying amount 8,609,800.00 8,609,800.00
Software 2,241,800.00 2,241,800.00
Taxi license 6,368,000.00 6,368,000.00
II. Total accumulated amortization 1,856,233.21 276,169.98 2,132,403.19
Software 795,893.21 192,379.98 603,513.23
Taxi license 1,060,340.00 83,790.00 976,550.00
III. Total book value 6,753,566.79 -276,169.98 6,477,396.81
Software 1,445,906.79 -192,379.98 1,253,526.81
Taxi license 5,307,660.00 -83,790.00 5,223,870.00
IV. Total provision for impairment -- -- -- --
Software -- -- -- --
Taxi license -- -- -- --
V. Total net carrying amount 6,753,566.79 -276,169.98 6,477,396.81
Software 1,445,906.79 -192,379.98 1,253,526.81
Taxi license 5,307,660.00 -83,790.00 5,223,870.00
Note: The amortization for the current period is RMB 276,169.98.
7.13 Long-term deferred assets
Unit: Yuan
Reason for other
Item Opening balance Increase Amortization Other reductions Closing balance
reductions
Renovation costs 380,435.47 78,831.20 301,604.27
Others 147,916.74 28,265.10 119,651.64
Total 528,352.21 107,096.30 421,255.91 --
7.14 Deferred tax assets and liabilities
(1) Deferred tax assets and deferred tax liabilities are disclosed individually
Recognized deferred tax assets
Unit: Yuan
Item Closing balance Opening balance
Deferred tax assets:
Provision for impairment losses of assets 11,896,124.83 11,896,124.83
Deductible loss 6,539,335.08 6,539,335.08
Dismission welfare 764,437.76 764,437.76
Advertising expense 1,291,717.89 1,291,717.89
101
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Financial report for the six months ended 30 June 2013
Expected profit for advances from customers 6,300,844.46 6,300,844.46
Total 26,792,460.02 26,792,460.02
Details of unrecognized deferred tax assets
Unit: Yuan
Item Closing balance Opening balance
Deductible losses 10,768,552.19 10,768,552.19
Bad debt provision 49,327,012.62 49,327,012.62
Provision for decline in value of inventories 69,722.98 69,722.98
Provision for impairment of long-term investments 60,850,527.31 60,850,527.31
Provision for impairment of investment properties 22,832,073.06 22,832,073.06
Total 143,847,888.16 143,847,888.16
Deductible losses, for which no deferred tax assets are recognized, will expire in the following years
Unit: Yuan
Year Closing balance Opening balance Remarks
2014 36,309,943.43 36,309,943.43
2015 2,662,914.18 2,662,914.18
2016 1,008,640.93 1,008,640.93
2017 150,392.58 150,392.58
2018 2,942,317.62 2,942,317.62
Total 43,074,208.74 43,074,208.74
Details of taxable differences and deductible differences
Unit: Yuan
temporary differences
Item
Closing balance Opening balance
deductible differences:
Provision for impairment losses of assets 47,584,499.31 47,584,499.31
Dismission welfare 3,057,751.04 3,057,751.04
Deductible loss 26,157,340.32 26,157,340.32
Advertising expense 5,166,871.56 5,166,871.56
Expected profit for advances from customers 25,203,377.84 25,203,377.84
Total 107,169,840.07 107,169,840.07
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(2) The net amount of deferred tax assets offset against deferred tax liability is disclosed
Unit: Yuan
Closing balance (deferred tax Closing balance (Deductible Opening balance (deferred Opening balance (Deductible
Items assets offset against offset against taxable tax assets offset against offset against taxable
deferred tax liability) temporary differences) deferred tax liability) temporary differences)
Deferred tax assets 26,792,460.02 107,169,840.07 26,792,460.02 107,169,840.07
7.15 Details of provision for impairment of assets
Unit: Yuan
Decrease
Item Opening balance Increase Closing balance
Reversals Write-off
1. Bad debt provision 197,308,050.48 73,592.32 197,381,642.80
2.Provision for decline in value of
47,863,391.22 47,863,391.22
inventories
3. Provision for impairment of
243,402,109.25 243,402,109.25
long-term investments
4.Provision for impairment of
91,328,292.25 624,945.51 91,953,237.76
investment properties
Total 579,901,843.20 698,537.83 580,600,381.03
Note: the variation of impairment provision of assets is due to the fluctation of rate used in
translation of foreign currencies.
7.16 Short-term loans
Unit: Yuan
Item Closing balance Opening balance
Loan on credit 28,000,000.00 23,000,000.00
Total 28,000,000.00 23,000,000.00
Note: Short-term loans had RMB 28,000,000.00 as the closing balance at June 30, 2014, 21.74% of
increase than the opening of the year. The reason for such increase is that new loans were borrowed
during the current period.
7.17 Accounts payable
(1) Details of accounts payable
Unit: Yuan
Item Closing balance Opening balance
Within one year 275,150,144.88 347,527,527.67
Over one year 7,806,436.01 41,817,743.79
Total 282,956,580.89 389,345,271.46
(2)There were no any accounts payable to shareholders holding at least 5% of the Group’s shares with
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voting power or to related parties in the reporting period.
(2) Significant accounts payable aged more than one year is for the unsettled project at the end of the
period.
7.18 Advances from customers
(1) Details of advances from customers
Unit: Yuan
Item Closing balance Opening balance
Within one year 731,016,974.86 289,325,916.04
Over one year 59,507,983.03 23,641,112.81
Total 790,524,957.89 312,967,028.85
(2) There were no any advances from customers to shareholders holding at least 5% of the Group’s
shares with voting power or to related parties in the reporting period.
(3) Significant advances from customers aged more than one year is the RMB 1,560 million
engineering construction funds and RMB 4,358 million advance payment from housing buyers, as such
receipts have not been transferred to income at the end of the year.
Advance from customers had RMB 790,524,957.89 as the closing balance at June 30, 2014, 152.59%
of increase than the opening of the year. The reason for such increase is advance payment from
housing buyers during the current period.
(4) Details of advances from customers
Estimated time of
Item Closing balance Opening balance
completion
Jinye Island villa No.6 6,500,000.00 6,500,000.00 Completed
Jinye Island villa No.10 36,396,673.00 32,853,668.00 Completed
Jinye Island villa No.11 687,624.00 12,535,317.00 Completed
Shenfang Chuanqishan 89,653,684.00 82,398,193.00 Completed
Shenfang Shanlin Garden 439,517,827.00 123,407,161.00 2014
Yuejing dongfang 106,047,481.00 12,172,080.00 2014
Total 678,803,289.00 269,866,419.00
7.19 Employee benefits payable
Unit: Yuan
Item Opening balance Increase Decrease Closing balance
I. Salary, bonus,
30,809,935.61 44,992,560.61 49,980,513.96 25,821,982.26
allowances and subsidies
II. Staff welfare 2,606,386.29 2,606,236.29 150.00
III. Social security
2,372,324.68 8,009,601.55 7,833,062.70 2,548,863.53
contributions
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Item Opening balance Increase Decrease Closing balance
Including:
1. Medical insurance 1,093,804.76 1,531,680.15 1,532,273.73 1,093,211.08
premium
2. Pension insurance
1,250,798.81 4,021,023.99 4,007,369.76 1,264,453.04
premium
3. Annuity premium 26,731.64 1,959,173.74 1,803,836.63 182,068.75
4.Unemployment insurance
114.92 248,961.83 245,329.60 3,747.15
premium
5.Employement injury
672.12 99,822.26 97,391.54 3,102.84
insurance
6.Maternity insurance 202.43 148,939.58 146,861.44 2,280.57
IV. Housing fund 4,140.10 2,615,539.47 2,608,217.17 11,462.40
V. Termination benefits 3,057,751.04 3,057,751.04
VI. Others 915,293.98 1,055,572.89 1,076,091.38 894,775.49
Total 37,159,445.41 59,279,660.81 64,104,121.50 32,334,984.72
Note:①The overdue employee benefits payable is RMB 0.
②Union running costs and employee education costs are RMB 1,055,572.89, non-monetary benefits
are RMB 0, and compensations to employees for termination of employment relationship are RMB 0.
③ At the end of the year, most of the salary payable to employees is accrued wages and bonuses,
which would be paid in July,2014.
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7. 20 Taxes payable
Unit: Yuan
Item Closing balance Opening balance
Business tax 29,600,114.28 43,433,203.80
Corporate income tax 11,753,324.00 67,471,436.36
Individual income tax 517,565.78 777,703.15
Construction tax 1,984,516.85 2,930,393.52
Property tax 1,731,372.02 1,763,706.34
Land appreciation tax 3,604,745.05 28,852,426.99
Education surcharge 1,504,283.20 2,287,014.31
Others -- 490,766.90
Total 50,695,921.18 148,006,651.37
Taxes payable had RMB 50,695,921.18 as the closing balance at June 30, 2014, 65.75% of decrease
than the opening of the year. The reason for such decrease is final settlement of corporate income tax
of 2013.
7.21 Interest payable
Unit: Yuan
Item Closing balance Opening balance
Interest of long-term loans with interest payable by
-- 1,947,237.24
installments and principle payable on maturity
Interest payable on short-term loans 239,944.53 --
Others 16,535,277.94 16,535,277.94
Total 16,775,222.47 18,482,515.18
Note: The balance of other interests payable due to Shenzhen Investment Holdings Co.，Ltd. were
accured from the loans, refer to note 6.6.(2).
7.22 Other payables
(1) Details of other payables
Unit: Yuan
Item Closing balance Opening balance
Land appreciation tax accrued 109,233,937.07 109,138,661.21
Payable to related parties 93,340,761.01 93,340,761.01
Cash pledge 40,866,476.11 46,711,864.34
Others 152,105,358.76 145,496,550.73
Total 395,546,532.95 394,687,837.29
(1) Other payables to shareholders holding at least 5% of the Group’s shares with voting power or to
related parties in the reporting period.
106
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Name Closing balance Opening balance
Shenzhen Investment Holding Co.,Ltd 58,848,819.24 58,848,819.24
Total 58,848,819.24 58,848,819.24
(2) Description of significant other payables aged more than one year
Name Closing balance Reason for overdue
Tax accrued- land appreciation tax 109,233,937.07 Unexpired
Shenzhen Investment Holding Co.,Ltd 58,848,819.24 Unsettled
Total 168,082,756.31
(3) Description for significant balances of other payables
The Group made provision for LAT, according to Guo Shui Fa [2006] No. 187 "LAT liquidation
management issues of real estate development enterprises made by the State Administration of
Taxation on ". As at June 30, 2014, the closing balance is RMB 109,233,937.07.
7.23 Non-current liabilities due within one year
(1) Details of non-current liabilities due within one year
Unit: Yuan
Item Closing balance Opening balance
Long-term loans due within one year (Note 7.26) 351,402,655.08 331,482,489.72
Total 351,402,655.08 331,482,489.72
(2) Long-term loan due within one year
Details of Long-term loan due within one year
Unit: Yuan
Item Closing balance Opening balance
Loan with mortgage 351,402,655.08 331,482,489.72
Total 351,402,655.08 331,482,489.72
There is no extension loan from long-term loans due within one year overdue.。
Top 5 long-term loans due within one year
Unit: Yuan
Inception date of
Lender Maturity date Currency Closing balance Opening balance
loans
Shenzhen Rural Commercial Bank (Shenzhen
2012.06.14 2015.06.14 RMB 90,000,000.00 98,181,818.16
Branch)
Huashang Bank (Shenzhen Branch) 2012.12.06 2015.12.05 RMB 75,000,000.02 50,000,000.00
ICBC (Guangming Branch) 2012.08.24 2014.10.17 RMB 61,428,572.00 61,428,572.00
Bank of Shanghai (Shenzhen Branch) 2013.12.27 2016.12.26 RMB 48,000,000.00 48,000,000.00
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Huaxia Bank (Buji Branch) 2012.9.29 2017.9.28 RMB 20,000,000.00 20,000,000.00
Tolal 294,428,572.02 277,610,390.16
Note: Amounts repaid after the balance sheet date are RMB 24,685,000.00. The rates of above
borrowing depend on the benchmark interest rate of the People's Bank of China for the same period
and have a certain proportion floating of the benchmark interest rate.
7.24 Long-term loans
(1) Long-term loans categories
Unit: Yuan
Item Closing balance Opening balance
Loan with mortgage 660,305,474.21 814,213,536.85
Total 660,305,474.21 814,213,536.85
(2)Top 5 significant long-term loans
Unit: Yuan
Closing balance Opening balance
Lending party Inception date Maturity date Currency
Foreign Foreign
Domestic currency Domestic currency
currency currency
China Construction Bank
2012.08.29 2015.08.06 RMB 200,000,000.00 200,000,000.00
(Shenzhen Branch)
China Zheshang Bank (Shenzhen
2013.08.23 2018.08.22 RMB 103,000,000.00 113,000,000.00
Branch)
Shenzhen Rural Commercial
2013.08.29 2018.08.28 RMB 85,800,000.00 92,400,000.00
Bank
Bank of Shanghai (Shenzhen
2013.12.27 2016.12.26 RMB 78,000,000.00 102,000,000.00
Branch)
ICBC (Guangming Branch) 2012.10.24 2017.10.23 RMB 50,000,000.00 60,000,000.00
Total 516,800,000.00 567,400,000.00
The rates of above borrowing depend on the benchmark interest rate of the People's Bank of China for
the same period and have a certain proportion of the benchmark interest rate.
7.25 Long-term payables
Details of long-term payables
Unit: Yuan
Item Closing balance Opening balance
Maintenance fund 11,386,664.29 10,749,885.53
Total 11,386,664.29 10,749,885.53
7.26 Share capital
Unit: Yuan
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Opening balance Changes for the period Closing balance
Item Amount New issue of Bonus Capitalization of
Other Subtotal Amount
share issue surplus reserve
Total shares 1,011,660,000.00 -- -- -- -- -- 1,011,660,000.00
7.27 Capital reserve
Unit: Yuan
Item Opening balance Increase Decrease Closing balance
Capital premium 557,433,036.93 -- -- 557,433,036.93
Including:
557,433,036.93 -- -- 557,433,036.93
Capital contributed by investors
Other capital reserve 420,811,821.17 -- -- 420,811,821.17
Including:
Transfer from capital reserve under the 420,811,821.17 -- -- 420,811,821.17
previous accounting system
Total 978,244,858.10 -- -- 978,244,858.10
7.28 Surplus reserve
Unit: Yuan
Item Opening balance Increase Decrease Closing balance
Statutory surplus reserve 4,974,391.15 -- -- 4,974,391.15
Total 4,974,391.15 -- -- 4,974,391.15
7.29 Undistributed profit
Unit: Yuan
Amount for the current Proportion of
Item
period appropriation
Before adjustment: Undistributed profits at the end of prior year -140,886,134.13 --
After adjustment: Undistributed profits at beginning of year -140,886,134.13 --
Add: Net profit attributable to owners of the Company for the period 34,732,376.73 --
Undistributed profits at the end of period -106,153,757.40 --
Ajustment of undistributed profits at beginning of year
(1) "Enterprise Accounting Standards" and its related new regulations on retroactive adjustment had no
effected on the beginning undistributed profits.
(2) Changes in accounting policies had no effect on the beginning undistributed profits.
(3) Significant accounting errors correct had no effect on the beginning undistributed profits.
(4) Changes of the scope of consolidation under the same control had no effect on the beginning
undistributed profits.
(5) Other adjustment had no effect on the beginning undistributed profits.
109
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7.30 Operating income and costs
(1) Operating income and operating costs
Unit: Yuan
Item Amount for the current period Amount for the prior period
Operating income 573,074,359.31 320,687,860.60
Operating costs 432,807,763.70 246,707,002.82
(2) Principal operating activities (classified by industries)
Unit: Yuan
Amount for the current period Amount for the prior period
Name of industry
Operating income Operating costs Operating income Operating costs
Real estate 267,924,034.00 162,993,544.27 66,359,365.82 27,114,240.91
Construction 207,977,984.05 196,385,851.15 164,394,128.55 155,763,939.80
Leasing 36,643,317.15 17,579,397.00 29,939,505.23 11,765,821.32
Property management 46,990,911.75 44,145,924.56 46,661,107.77 42,319,068.55
The hotel and other
13,538,112.36 11,703,046.72 13,333,753.23 9,743,932.24
services
Total 573,074,359.31 432,807,763.70 320,687,860.60 246,707,002.82
(1) Principal operating activities (classified by product)
Unit: Yuan
Amount for the current period Amount for the prior period
Name of industry
Operating income Operating costs Operating income Operating costs
Real estate 267,924,034.00 162,993,544.27 66,359,365.82 27,114,240.91
Others 305,150,325.31 269,814,219.43 254,328,494.78 219,592,761.91
Total 573,074,359.31 432,807,763.70 320,687,860.60 246,707,002.82
(2) Principal operating activities (classified by geographical areas)
Unit: Yuan
Amount for the current period Amount for the prior period
Name of geographical area
Operating income Operating costs Operating income Operating costs
GuangDong Province 572,773,895.80 432,807,763.70 320,379,472.95 246,707,002.82
Overseas： 300,463.51 308,387.65
Total 573,074,359.31 432,807,763.70 320,687,860.60 246,707,002.82
(3) Operating income from the Company’s top 5 customers
Unit: Yuan
Amount for the current period
110
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Financial report for the six months ended 30 June 2013
Proportion to total operating income of the
Total operating income
Company (%)
Corporation NO. 1 11,049,404.56 1.92%
Corporation NO. 2 9,492,962.54 1.66%
Corporation NO. 3 8,600,000.00 1.50%
Corporation NO. 4 5,688,349.69 0.10%
Natural person 5,803,799.00 0.10%
Total 40,634,515.79 5.28%
Note: Operating income had RMB 573,074,359.31 during the period in 2014, 78.70% of increase than
the same period in the prior year. The reason for such increase is that revenue of Chuanqishan Project
has been recognized in 2014.
7.31 Business taxes and surcharges
Unit: Yuan
Item Amount for the current period Amount for the prior period
Business tax 26,486,953.63 13,310,744.75
City construction and maintenance tax 1,844,728.33 925,609.78
Education surcharges 1,310,268.71 631,031.96
Property tax 3,147,535.56 3,147,535.56
Land appreciation tax 7,888,879.25 6,267,826.96
Embankment Protection Fee 210,224.78 252,406.89
Total 40,888,590.26 24,535,155.90
Note: business taxes and surcharges had RMB 40,888,590.26 during the period in 2014, 66.65% of
increase than the same period in the prior year. The reason for such increase is that operating income
increased.
7.32 Selling expenses
Unit: Yuan
Item Amount for the current period Amount for the prior period
Employee benefits 1,409,837.69 1,225,569.17
Advertising expenses 6,573,434.00 3,094,555.50
Entertainment expenses 243,073.00 370,904.00
selling commission 2,186,632.33 579,212.40
Others 3,833,249.27 1,609,304.83
Total 14,246,226.29 6,879,545.90
7.33 Administrative expenses
111
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Unit: Yuan
Item Amount for the current period Amount for the prior period
Employee benefits 14,606,929.51 13,865,948.06
Taxes 1,080,363.33 1,142,696.64
Depreciation 1,923,998.68 2,361,519.58
Entertainment expenses 1,603,284.50 1,856,649.72
Intermediary fee 395,583.12 752,717.03
Travel expense 277,541.82 341,890.10
Administrative expenses 517,476.07 621,405.88
Repair charge 375,352.00 561,242.55
Water and electricity charges 562,917.26 567,906.60
Other amortization 364,037.08 336,449.97
Others 3,889,245.83 5,074,516.16
Total 25,596,729.20 27,482,942.29
7.34 Financial expenses
Unit: Yuan
Item Amount for the current period Amount for the prior period
Interest expenses 39,714,444.44 39,833,608.89
Less: Interest income -5,356,386.45 -1,811,234.33
Less: capitalized interest expenses -24,659,313.11 -39,031,075.56
Exchange differences -105,580.28 304,319.17
Others 233,241.81 129,353.84
Total 9,826,406.41 -575,027.99
7.35 Non-operating income
Details of non-operating income
Unit: Yuan
Amount for the Amount for the prior Amount included in non-recurring profit or
Item
current period period loss for the period
Total gains on disposal of non-current assets 396.00 3,454,738.58 396.00
Including: Gains on disposal of fixed assets -- 3,454,738.58 --
Gains on penalty -- -- --
Others 496,884.70 70,702.01 496,884.70
Total 497,280.70 3,525,440.59 497,280.70
Note: Non-operating income had RMB 497,280.70 during the period in 2014,85.89% of decrease than
the same period in the prior year. The reason for such decrease is that the Company disposed of the
112
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
Cheuk Nang Center Building located in No.9 Hillwood Road, Kowloon, Hong Kong, which belonged to
the Company’s wholly-owned subsidiary --- Fresh Peak Holdings Ltd in 2013
7.36 Non-operating expenses
Unit: Yuan
Amount included in
Amount for the prior
Item Amount for the current period non-recurring profit or loss
period
for the period
Total losses on disposal of non-current assets 1,289.90 6,511.98 1,289.90
Including: Losses on disposal of fixed assets 1,289.90 6,511.98 1,289.90
Donations to third parties 45,000.00
Penalty expense 1,320.95 5,210.00 1,320.95
Compensation 53,000.00 34,562.34 53,000.00
Others 64,576.43 4,480.00 64,576.43
Total 120,187.28 95,764.32 120,187.28
7.37 Income tax expenses
Unit: Yuan
Item Amount for the current period Amount for the prior period
Current tax expense calculated according to tax laws and relevant
15,333,005.11 6,019,760.27
requirements
Total 15,333,005.11 6,019,760.27
7.38 Basic earnings per share and diluted earnings per share
The basic earning per share is calculated by having the current net profit attributable to the share of the
Group divided by weighted average of the ordinary shares. The number of new ordinary shares issued
is, according to the specific terms in the contract, is calculated from the date of consideration
receivable (normally the issuing date).
The numerator of diluted earning per share is determined by the net profit in the current period
attributable to the ordinary shares of the Group after adjustment of following factors:
1) the interest of dilutive potential ordinary shares recognized as expense of the current period;
2）the income or expense during the conversion of dilutive potential ordinary shares; and
3）the income tax effect of above adjustment related.
The denominator of diluted earning per share is the sum of followings:
1) weighted average of ordinary shares issued by the parent company in the basic earning per share;
and
2) weighted average number of ordinary shares that would have been issued assuming the conversion
of dilutive potential ordinary shares into ordinary shares.
When calculating the number of ordinary shares that would have been issued assuming the conversion
113
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Financial report for the six months ended 30 June 2013
of dilutive potential ordinary shares into ordinary shares, the dilutive potential ordinary shares issued in
the prior period is assumed as conversion in the beginning of this year, while the dilutive potential
ordinary shares issued in the current year is assumed as conversion at the issuing date.
(1) Amount for basic earnings per share and diluted earnings per share in periods
are as follows:
Amount for the current period Amount for the prior period
Profits for the period
Basic earnings per Diluted earnings per Basic earnings per
Diluted earnings per share
share share share
Net profit attributable to ordinary
shareholders of the Company 0.0343 0.0343 0.0129 0.0129
Net profit attributable to ordinary
shareholders of the Company
after deduction non-recurring 0.0341 0.0341 0.0095 0.0095
profit or loss
(2) Calculation process of basic earnings per share and diluted earnings per share
During the reporting period, the Group had no underlying diluted ordinary shares, so
the diluted earnings per share is the same with the basic earnings per share.
1) For the purpose of calculating basic earnings per share, net profit for the current
period attributable to ordinary shareholders is as follows:
Item Amount for the current period Amount for the prior period
Net profit for the current period attributable to ordinary
shareholders
34,732,376.73 13,050,340.37
Including: Net profit from continuing operations 34,732,376.73 13,050,340.37
Net profit from discontinued operations -- --
Net profit attributable to ordinary shareholders after non
recurring profit and loss
34,449,556.67 9,619,800.04
Including: Net profit from continuing operations 34,449,556.67 9,619,800.04
Net profit from discontinued operations -- --
2) For the purpose of calculating basic earnings per share, the denominator is the
weighted average number of outstanding ordinary shares and its calculation process
is as follows:
Item Amount for the current Amount for the prior
period period
Number of ordinary shares outstanding at the beginning of year 1,011,660,000.00 1,011,660,000.00
Add: Weighted average number of ordinary shares issued during the period -- --
Less: Weighted average number of ordinary shares repurchased during the
-- --
period
Number of ordinary shares outstanding at the end of year 1,011,660,000.00 1,011,660,000.00
7.39 Other comprehensive income
Unit: Yuan
114
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Amount for the current Amount for the prior
Item
period period
Translation differences of financial statements denominated in foreign currencies -638,099.71 1,787,893.36
Total -638,099.71 1,787,893.36
Note: the reason of the decrease of other comprehenseive income is that exchange rate fluctuated.
7.40 Notes to items in the cash flow statements
(1) Other cash receipts relating to operating activities
Unit: Yuan
Item Amount for the current period
Interest income 11,115,905.09
Cash pledge and security deposits 7,059,143.48
intercourse funds 20,272,909.22
Maintenance fund 2,136,966.14
Others 19,755,418.03
Total 60,340,341.96
(2) Other cash receipts relating to operating activities
Unit: Yuan
Item Amount for the current period
Cash paid to general and administrative expenses 6,111,923.53
Cash paid to operating expenses 3,424,691.38
Cash pledge and security deposits 7,975,771.32
Property license fee and survey fee 3,103,926.86
intercourse funds 22,003,798.94
Others 29,042,850.92
Total 71,662,962.95
7.41Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
Unit: Yuan
Item Amount for the current period Amount for the prior period
I.Reconciliation of net profit to cash flows from operating activities:
Net profit 34,752,731.76 13,068,157.78
Add: Provision for impairment loss of assets -- --
Depreciation of fixed assets, bio-assets, and natural gas 14,267,847.55 13,114,164.23
Amortization of intangible assets 276,169.98 261,189.98
Amortization of long-term deferred expenses 107,096.30 101,179.74
115
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
Item Amount for the current period Amount for the prior period
Losses on disposal of fixed assets, intangible assets and other
--
long-term assets(deduct: gains) 3,454,738.58
Losses on scrapping of fixed assets (deduct: gains) 4,644.48
Loss of fair value variation (deduct: gains) -- --
Financial expenses (deduct: gains) 15,055,131.33 931,887.17
Losses from investments (deduct: gains) -- --
Decrease in inventories (deduct: increase) -141,746,190.96 -340,530,563.66
Decrease in operating receivables (deduct: increase) -14,789,214.12 -40,324,329.07
Increase in operating payables (deduct: decrease) 292,101,178.48 699,366,671.78
Others -- --
Net cash flows from operating activities 200,024,750.32 349,447,741.01
II. Investing and financing activities that do not affect cash receipt and
payment -- --
III. Net increase in cash and cash equivalents:
Cash at the end of the period 551,005,901.22 593,181,183.41
Less: cash at the beginning of the period 519,284,372.44 463,713,702.77
Net increase in cash and cash equivalents 31,721,528.78 129,467,480.64
(2)Information of cash and cash equivalents
Unit: Yuan
Item Amount for the current period Amount for the prior period
I. Cash 551,005,901.22 519,284,372.44
Including: Cash on hand 175,196.27 380,826.22
Bank deposits available for payment at any times 550,830,704.95 592,668,899.47
Other monetary funds available for payment at any
131,457.72
times
II. Closing balance of cash and cash equivalents 551,005,901.22 519,284,372.44
8. Related party relationships and transactions
8.1 Parent of the Company
Related party Place of
Name of the parent Type of the entity Legal representative Business Nature
relationship incorporation
Shenzhen Investment Guangdong Investment, Real estate
State-owned
Shareholding Co. Parent of the Group province Fan Mingchun development,
Enterprises
Ltd Shenzhen Guarantee
(Continued)
Proportion of the
Proportion of the Company’s Ultimate controlling
Registered Company’s voting
Name of the parent ownership interest held by party of the Organization code
capital power held by the
the parent (%) Company
parent (%)
Shenzhen Investment RMB 10.92billion 63.55 63.55 State-owned assets 76756642-1
management
116
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Shareholding Co. commitee
Ltd
8.2 Subsidiaries of the Company
117
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Financial report for the six months ended 30 June 2013
Reg. Reg. captl (in
Legal （%）of Voting Organization
Name of the subsidiary Types Biz scope ten thousands
place representative share （%） code
yuan).
Shenzhen Petrel Hotel Co. Ltd. Wholly-owned subsidiary shenzhen Yang Jiayong Hotel 3,000 100 100 618858316
Property
Shenzhen City Property Management Ltd. Wholly-owned subsidiary shenzhen Chen Jiafa 725 100 100 192176034
management
Fitting-out
Shenzhen Zhen Tung Engineering Ltd. Wholly-owned subsidiary shenzhen Ye Haibo
contracting 1,000 100 100 618861371
and
maintenance
Construction
Shenzhen City We Gen Construction Management Ltd. Wholly-owned subsidiary shenzhen Yang Huajian project 800 100 100 192294487
management
Shenzhen City Car Rental Ltd. Wholly-owned subsidiary shenzhen Yang Jiayong Car rental 1,029 100 100 279277356
Develop and
Shenzhen Shenfang Car Park Ltd. Wholly-owned subsidiary shenzhen Wang Xiaolv 4,250 100 100 618893285
operate car park
Investment
Chen
Shenzhen City Shenfang Investment Ltd. Wholly-owned subsidiary shenzhen
Maozheng and 1,000 100 100 279381305
management
Trading of
Shenzhen City Shenfang Free Trade Trading Ltd. Wholly-owned subsidiary shenzhen Yang Jiayong Import and 500 100 100 192269708
Export
Property
Shenzhen City SPG Long Gang Development Ltd. Wholly-owned subsidiary shenzhen Liu Xiaodong 3,000 100 100 279522091
development
Shenzhen Special Economic Zone Real Estate (Group) Guangzhou Property Huang Property
Wholly-owned subsidiary GuangZhou 2,000 100 100 190521252
and Estate Co., Ltd. Changyue development
Operating of
Beijing fresh peak property development management limited company Wholly-owned subsidiary BeiJing Liang Song US$1,000 100 100 600013366
Real estate
Property
Beijing SPG Property Management Limited Wholly-owned subsidiary BeiJing Xu Dingjun 50 100 100 633652922
management
Elevator sales
Shenzhen ShenWu elebator Co.,Ltd Wholly-owned subsidiary shenzhen Zhou Xiaobing 350 100 100 665889991
and service
Shenzhen Lain Hua Industry and Trading Co. Ltd. Wholly-owned subsidiary shenzhen Yang Jiayong Installation 100 100 192184309
1,000
of mechanical
118
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
Reg. Reg. captl (in
Legal （%）of Voting Organization
Name of the subsidiary Types Biz scope ten thousands
place representative share （%） code
yuan).
and electrical
equipment
Investment
Fresh Peak Holding Ltd. Wholly-owned subsidiary HongKong Yang Jiayong and HKD100 100 100
management
Investment
Wellam Ltd. Wholly-owned subsidiary HongKong Yang Jiayong HKD1 100 100
holding
Property
Shantou SEZ Wellam Fty Bldg., Dev. Co. Wholly-owned subsidiary ShanTou Nie Liming USD1500 100 100 617534045
development
Property
Shantou Huafeng Estate Dev.Co Wholly-owned subsidiary ShanTou Yang kaiwei development 3,000 100.00 100.00 073515208
Property
Shan Tou Special Economic Zone Real Estate Ltd. Wholly-owned subsidiary ShanTou Yang Kaiwei development HKD300 100 100 617537537
Chen Mao Property
Great Wall Estate Co., Inc Subsidiary of holding company USA USD50 70 70
development
zheng
Investment
Fresh Peak Holdings Ltd. Wholly-owned subsidiary HongKong Chen Mao and HKD100 100 100
zheng management
Properties
Fresh Peak Investment Ltd. Subsidiary of holding company HongKong Yang Jiayong HKD100 55 55
investment
Investment
Openice Ltd. Wholly-owned subsidiary HongKong Chen Mao and HKD100 100 100
zheng management
Chen Mao Properties
Barenie Co. Ltd. Subsidiary of holding company HongKong HKD1 80 80
investment
zheng
Chen Mao Investment
Keyear Development Ltd. Wholly-owned subsidiary HongKong HKD100 100 100
holding
zheng
Property
Guangzhou Huangpu Xizun real estate limited company Wholly-owned subsidiary GuangZhou Luo Zichao development HKD3980 100 100 618436826
119
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
Reg. Reg. captl (in
Legal （%）of Voting Organization
Name of the subsidiary Types Biz scope ten thousands
place representative share （%） code
yuan).
Property
Fresh Peak Real Estate Dev. Construction (Wuhan) Co. Ltd.*① Wholly-owned subsidiary WuHan Shen Yuesheng development USD400 55 55 616415810
Commercial
Shenzhen Shenfang Department Store Co. Ltd.*② Wholly-owned subsidiary shenzhen Yang Zhikai goods supplier 1,000 100 100 708410080
Information
Shenzhen CyberPort Co., Ltd *③ Wholly-owned subsidiary shenzhen Yang Jiayong Technology 2,000 70 70 723003141
Advisory
Property
Shenzhen City SPG Bao An Development Ltd.*④ Wholly-owned subsidiary shenzhen Song Gongli development 2,000 100 100 192185179
Construction
Shenzhen Real Estate Consolidated Service Co., Ltd *⑤ Wholly-owned subsidiary shenzhen Wu Chaoliang material, 1,371 100 100
consume goods
Investment in
Shenzhen Shen Fang Industrial Development Co., Ltd.*⑥ Wholly-owned subsidiary shenzhen Lin Mingxian industrial 300 100 100
projects
Construction
Shenzhen Tefa Real Estate Consolidated Service Co., Ltd.*⑦ Wholly-owned subsidiary shenzhen Wang Jupei and decoration 221 100 100
Property
Bekaton Property Limited *⑧ Subsidiary of holding company Australia USD20 60 60
Development
Property
Canada Great Wall ( vancouver) *⑧ Subsidiary of holding company Canada JOD 0.1 75 75
Development
Property
Chen Mao
construction
Paklid Limited *⑧ Wholly-owned subsidiary HongKong and trading of HKD50 100 100
zheng construction
materials
Construction
Shenzhen City Shenfang Construction and Decoration Materials Ltd *⑨ Wholly-owned subsidiary shenzhen Zhang Lemin 268 100 100 192183509
materials
Tourism
Shenzhen ZhongGang Haiyan Enterprise Ltd.*⑩ Subsidiary of holding company shenzhen Luo Jinxing 1,900 68 68 618813265
Restaurant
Shenzhen Xing Dongfang Store Ltd.* 11 Wholly-owned subsidiary shenzhen Domestic 2,000 100 100
Pei Naidian commercial
120
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
Reg. Reg. captl (in
Legal （%）of Voting Organization
Name of the subsidiary Types Biz scope ten thousands
place representative share （%） code
yuan).
goods supply
FengKai in Manufacturin
Guangdong Province Fengkai Lain Feng Cement Manufacturing Co., Ltd *12 Subsidiary of holding company GuangDong g and trading 90 90 617845521
Chen Jincai USD800
Province in cement
products
121
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Financial report for the six months ended 30 June 2013
8.3 Associates and joint ventures of the entity
Reg. captl（in Relationship with Organization
Reg. Legal ten （%）of the Group code
Name of investee Types Biz scope Voting （%）
place representative thousands share
yuan）
(1)Joint ventures
Guangdong province Huizhou Luofu Hill Cooperative 602
Guangdong Boluo YangHuaiYu Water and other products
mineral water Co.,Ltd Enterprises
Cooperative Guangdong Feng
Fengkai Xinhua Hotel Tourism, Restaurant
Enterprises kai
Cooperative Guangdong USD660
Jiangmen Xinjian Real Estate Co. Ltd. LuoJinXXing Property developing and sales
Enterprises Jiangmen
Cooperative Developing and operating Xi’an trade HK3000
Xi’an Fresh Peak Building Co. Ltd. Xi’an LiangWeiGuo
Enterprises building
Private HKD100
DongYi Property Co.,Ltd. Hong kong Property development and sales
Enterprises
(2)Associates
Limited liability Zheng Elevator, air-condition,
Shenzhen Ronghua JiDian Co.,ltd Shenzhen 500 25 25 19219691-6
company Zhongqing water-electricty fixing and sales
Shenzhen Fresh Peak Property Consultant Limited liability Zhong Xinfa
Shenzhen Property sales and rental 300 20 20 19221684-1
Co.,Ltd company
Limited liability Li Xuemin Domestic car sales( not includen little
Shenzhen Runhua Automobile Trading Co.,Ltd Shenzhen 500 50 50 19220483-2
company car), motor
Limited liability Peng Naidian
Shenzhen Dongfang New world Store Co.,Ltd Shenzhen Domestic trade/material supply 3,000 50 50 19222948-2
company
122
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements
for the six months ended 30 June 2013(unaudited) (English translation is for reference only) : Renminbi Yuan
8.4 Other related parties of the Company
Relationship between other related
Name of other related party Organization code
parties and the Company
Shenzhen Jian'an Group Co., Ltd. The same controlling shareholders 19219737X
Shenzhen Environmental Engineering Science Tech
The same controlling shareholders 668538441
Center Co., Ltd.
Shenzhen General Institute of Architectural Design The same controlling shareholders 192244260
and Research CO.,LTD
Shenzhen Institute of Building Research Co., Ltd. The same controlling shareholders 665899831
Shenzhen Water Planning & Design Institute The same controlling shareholders 672999996
Shenzhen Small & Medium Enterprises Credit The same controlling shareholders 670019325
Financing Guarantee Group CO.LTD
8.5 Related party transactions
(1) Contracting with related parties
Type of assets under Reception date of Expiration date of Basis of pricing of Contracting income recognized in the
Name of main contract issuing party Name of contractor
contracting contracting contracting contracting income current year
The Group Shenzhen Jian'an Group Co., Ltd. Construction 2012-2-1 Biding 1,000,000.00
（2）Guarantees with related parties
Expiration date of Whether execution of guarantee has
Guarantor Guaranteed party Guaranteed amount Inception date of guarantee
guarantee been completed
The Group Shenzhen ShenFang Group LongGang Development Co.,Ltd 88,400,000.00 2012.3.31 2015.3.31 No
The Group Shantou Hualin Estate Dev. Co 130,000,000.00 2013.4.17 2016.4.16 No
The Company provided joint and several liability of credit guarantee for its subsidiary, Shenzhen ShenFang Group LongGang Development Co., Ltd.
The Company provided the maximum amount of guarantee for all the main contracts by its subsidiary, Shantou Hualin Estate Dev. Co and Bank of
Communications (Shantou Guoxin Branch) from 17 April 2013 to 16 April 2016. The maximum amount of debt guaranteed by the Company is RMB
130,000,000.00.
123
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements
for the six months ended 30 June 2013(unaudited) (English translation is for reference only) :
Renminbi Yuan
8.6 Amounts due from / to related parties
Amounts due from related party
Unit: Yuan
Closing balance Opening balance
Item Name of related parties
Bad debt Carrying
Carrying amount Bad debt provision
provision amount
Accounts receivable
Shenzhen Fresh Peak property consultant
1,092,432.91 -- 1,084,758.36 --
Co.,Ltd
Total 1,092,432.91 -- 1,084,758.36 --
Other receivables
Guangdong Province Huizhou Luofu Hill
10,465,168.81 10,465,168.81 10,465,168.81 10,465,168.81
Mineral Water Co.,Ltd
Shenzhen Runhua Automobile Trading Co.,Ltd 3,072,764.42 3,072,764.42 3,072,764.42 3,072,764.42
Canada GreatWall（vancouver）Co.,Ltd 89,035,748.07 89,035,748.07 89,035,748.07 89,035,748.07
Bekaton Property Limited 12,559,290.58 12,559,290.58 12,559,290.58 12,559,290.58
Paklid Limited 18,631,565.47 18,628,734.59 18,631,565.47 18,628,734.59
Shenzhen Shenfang Department Store Co.
237,648.82 189,179.82 237,648.82 189,179.82
Ltd.
Shenzhen Real Estate Consolidated Service
1,086,487.22 927,136.22 1,086,487.22 927,136.22
Co., Ltd.
Shenzhen City Shenfang Construction and
8,327,180.71 8,327,180.71 8,327,180.71 8,327,180.71
Decoration Materials Ltd.
Shenzhen RongHua JiDian Co.,Ltd 475,223.46 -- 475,223.46 --
Xi’an Fresh Peak property management&
8,419,205.19 -- 8,419,205.19 --
Trading Co.,Ltd
Total 152,310,282.75 143,205,203.22 152,310,282.75 143,205,203.22
Amounts due to related party
Unit: Yuan
Item Name of related parties Closing balance Opening balance
Other payables:
Shenzhen Tefa Real Estate Consolidated Service Co., Ltd. 598,012.16 598,012.16
Shenzhen Shen Fang Industrial Development Co., Ltd 1,534,854.91 1,534,854.91
Shenzhen ZhongGang Haiyan Enterprise Ltd. 135,853.52 135,853.52
Shenzhen Dongfang New world store Co.,Ltd 902,974.64 902,974.64
Shenzhen Xin Dongfang Store Ltd. 1,394,704.21 1,394,704.21
Guangdong Province Fengkai Lain Feng Cement Manufacturing Co.,
1,867,348.00 1,867,348.00
Ltd.
Shenzhen Cyber Port Co., Ltd 7,964,749.26 7,964,749.26
124
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements
for the six months ended 30 June 2013(unaudited) (English translation is for reference only) :
Renminbi Yuan
Shenzhen Shenfang Group BaoAn Developing Co.,Ltd 20,093,445.07 20,093,445.07
Shenzhen Investment Holding Co.,Ltd 58,848,819.24 58,848,819.24
Total 93,340,761.01 93,340,761.01
Interest payable:
Shenzhen Investment Holding Co.,Ltd 16,535,277.94 16,535,277.94
Total 16,535,277.94 16,535,277.94
9 Contingencies
9.1 Contingencies arising from pending litigations or arbitrations and their financial effects
Contingencies arising from pending litigations or arbitrations and their financial effects
① Xi’an project Lawsuit
Xi’an Fresh Pead Holding limited company (hereinafter referred to as “Fresh Peak
125
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Company”) was sino-foreign joint venture set up in Xi’an city. The shareholder of the Fresh Peak
Company – Hongkong Fresh Peak Co., Ltd was the wholly owned subsidiary of the company. And the
Hongkong Fresh Peak Co., Ltd contributed 84% of the Fresh Peak Company’s share- capital in cash.
And Xi’an trade building which was the enterprise under the Xi’an Joint Commission on Commerce and
Trade contributed 16% of the Fresh Peak Company’s share- capital with the land-use right. The core
business was property development. And the project was Xi’an Trade Building. The project was started
on 1995-11-28. But the project had been stopped in 1996 because of the two parties differences on the
operating policy of the project.
In 1997, the Xi’an government withdrew the Xi'an Fresh Peak investment project compulsively and
assignned the project to Xi’an Business Tourism Co., Ltd (hereinafter referred to as “Business Tourism
Company”). But the two parties had insulted a lawsuit on compensation. The ShanXi Province High
Peoples Court made a judgement “(2000) SJ-CZ No.25”. The judgement was as follows: 1. Business
Tourism Company had to pay for the compensation Rmb 36,620 thousand to Xi’an Fresh Peak
Company after the judgment entering into force. If the Business Tourism Company failed to pay in time,
it had to pay double debt interests to Xi’an Fresh Peak Company. 2. Xi’an Joint Commission on
Commerce had jointly and severally obligation of the interests of the compensation.
Untill 31 December 2011, the amount of RMB 15,201,000.00 had been called back. Because of Fresh
Peak Company’s application, ShanXi Province High Peoples Court resumed the execution on
September 5, 2011. Now the case is proceeding and there was no any new substantive progress in the
reporting period.
As at 30 June 2014, the book value of the investment of Xi’an Fresh Peak Company was Rmb
12,166,897.84. The provision for investment was Rmb 20,673,831.77. And the amount of debt was
Rmb 8,419,205.19.
② Luofu Hill project Lawsuit
The company cooperated with Luofu Hill Tourism Company (hereinafter referred to as “Tourism
Company”) on Luofu Hill Tourism project in early years. The company instituted legal proceedings
against Tourism Company because the Tourism Company failed to carry out the agreement. The
judgement which issued by GuangDong Province High Peoples Court on 2007-12-21 was as follows:
①Tourism Company had to pay for Rmb 9,600 thousand to the company in 10 days after the judgment
entering into force.
②Tourism Company should paid the interests for the occupation of Rmb 9,600 thousands with The
People's Bank of China similar loans rate in 10 days after the judgment entering into force. Of which,
the interests for the occupation of Rmb 4,400 thousand were caluated from 1986-5-1 to the day the
Tourism company paid off the debt. The interests for the occupation of Rmb 4100 thousand were
126
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
caluated from 1988-2-1 to the day the Tourism Company paid off the debt. The interests for the
occupation of Rmb 1,100 thousand were caluated from 1989-6-15 to the day the Tourism Company
paid off the debt. The interest of Rmb 8,580 thousand that the Tourism Company had paid for to the
company can be deducted from the interest payable.
③Luofushan Administration Committee had to undertake one third of the debts which Luofushan
Tourism was unable to repay;
④Interest of debts would be double if the Tourism Company and Luofushan Administration Committee
failed to fulfill their obligations within the designated period of this judgment;
⑤Tourism company undertaked all the litigation fees (RMB 167,710.00). The expense of first instance
and the second instance had to pay to the company during the duration of payment.
There was no any new substantive progress after the judgement announced. The Company applied the
GuangDong Province High People’s Court to supervise implementation on December 17, 2009. The
GuangDong Province High people’s Court issued a document “(2009) YGYZDZ No. 67 to Huizhou
intermediate people’s court and asked the Huizhou intermediate people’s court to close this case in 3
months after receiving the document. Until 17 Mar 2010, Huizhou intermediate people’s court had
finished the evaluation of the land use right of the executor.On 13th October 2010, the land-use right
was acutioned by the national resource department at the price of RMB 51,200 thousand.
According to the relevant provisions of the Huizhou local authorities, auction of land should be
approved by local department of land and be implemented in real estate trading center set up under
Land Branch.Huizhou Intermediate Court has issued an official letter to inform Boluo Land Bureau of its
decision, and notify the relevant assistance. Boluo Land Bureau replied the Huizhou Intermediate Court
that the land for aution would be surveyed and mapped (different from land evaluation),new planning
point would be made by them as the conditions of auction. Boluo Land Bureau have surveyed and
mapped Luofu Hill Tourism site that was sealed. The cadastral map and land red line chart were
submitted to Huizhou Municipal Intermediate People's Court in June 2011. Detailed regulation is
deemed as the basis for the development of planning points, while the preparation of detailed
regulation relies on Luofushan Administration Committee. Because the planning points were not made,
the land failed to be auctioned.
As at 30 June 2014, the book value of the Company’s creditor rights on Tourism Company was Rmb
9,600,000.00. The provision for bad debt was Rmb 4,800,000.00.
9.2 Contingent liabilities arising from providing debt guarantees to other entities and their
financial effects
The company provided debt guarantees for its related parties, please refer to note 8.5
（2）。
127
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
10 Commitments
10.1 Significant commitments
Item Amount for the current period Amount for the prior period
Capital commitments that have been entered into but have not
been recognized in the financial statements
- Significant outsourcing contracts 198,875,929.73 349,491,097.84
Total 198,875,929.73 349,491,097.84
10.2 Fulfillment progress of previous commitments
The amount of significant outsourcing contracts is RMB 150,615,168.11, which was paid during the
report period and has been entered into the prior period but has not been recognized in the financial
statements.
11 Events after Balance Sheet Date
In the early 2014, the Ministry of Finance issued Cai Kuai [2014] No. 6, 7, 8, 10,
11, 14 ， released these provision: "Enterprise Accounting Standards No. 39 -
measured at fair
value,Accounting Standard for Business Enterprises No. 30 - Presentation of finan
cial statements (revised2014)","
Accounting Standard for Business Enterprises No. 9 – Employee compensation (re
vised 2014)”, " enterprise Accounting Standards No. 33 - Consolidated Financial
Statements (revised 2014) "and" enterprise accounting Standards No. 40 - the joint
venture arrangement ".According to these provision ,all enterprises enterprise-wide
accounting standards are required to implement them from July 1, 2014, and the
enterprises listed overseas to go into effect in advance.
The Company will perform the above criteria from July 1, 2014, and change related
accounting policies in accordance with them. The expected results of the main effects
are as follows:
(1)Accounting Standard for Business Enterprises No. 9 – Employee compensation (r
evised 2014) has completely specified the accounting treatment of post-employment
benefits, and the employment benefit plans are classified as defined contribution
plans and defined benefit plans. Under a defined contribution plans, entity put fixed
contributions into a fund, but has no legal or constructive obligation to make further
payments; Under a defined benefit plan, these are post-employment benefit plans
other than a defined contribution plans. For defined contribution plans, the amount
recognized in the period is the contribution payable in exchange for service rendered
128
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
by employees during the period; for defined benefit plans, the measurement of a net
defined benefit liability or assets requires the application of an actuarial valuation
method, the attribution of benefits to periods of service, and the use of actuarial
assumptions. The present value of an entity's defined benefit obligations and related
service costs is determined using the 'projected unit credit method. In addition, the
revised standard also enriches accounting treatment of short-term remuneration and
termination benefits, introduces other long-term employee benefits, and completely
standardizes the accounting treatment of employee benefits. Adoption of this
standard is not expected to have a material impact on the Company's financial
statements.
(2)Accounting Standard for Business Enterprises No. 30 - Presentation of financial st
atements (revised2014) further standardizes the presentation of financial statements,
revises and improves the presentation of going concern assessment, the normal
operating cycle, enrich note disclosures and so on. The amendment has
supplementary information of income statement as a mandatory disclosure, where
expenses are classified in accordance with the nature. The standard requires that
other comprehensive income should be divided into two categories for the
presentation: ① subsequent projects will not be reclassified to profit or loss; ② in
case that certain conditions are met, the follow-up may be reclassified to profit or loss.
The Company will change the presentation of financial statement in line with the
revised guidelines.
（3）Enterprise Accounting Standards No. 33 - Consolidated Financial Statements
(revised 2014) established control as the basis for determined which entities are
consolidated in the consolidated financial statements. An investor controls an
investee when it is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the
investee. The criteria give more guidance than the original one for defining the
principle of control. In accordance with the guidelines, the management teams are
required to make important judgments whether entity can control over the investee.
The Company's management believes that the Company's prior year judgment meet
the revised standards, so this change will not place a material impact on the
Company's financial statements.
（4）Enterprise Accounting Standards No. 40 - the joint venture arrangement,
standardize the identification, classification and measurement of common control by
two or more participating parties. The standards set out the accounting for an entity's
129
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
interests in various forms of joint ventures: jointly controlled operations, and jointly
controlled entities. Jointly controlled operations involve the use of assets and
undertake of liability. For jointly controlled entity, the joint venture has only the rights
to the arrangement of the net assets of the joint venture. The standard permits jointly
controlled entities to be accounted for using the equity method. The standards
require that the venturer should recognize in its financial statements the assets
(including its share of any joint assets), liabilities (including its share of any liabilities
incurred jointly with the other venturers), the expenses and the income (including
expenses incurred directly in respect of its interest in the joint venture) by the joint
venture.Adoption of the guidelines is not expected to have a material impact on the
financial statements.
（5）Enterprises Accounting Standards No. 39 -Fair value measurement defines fair
value, set out a framework definitely for measuring fair value, establishes a fair value
hierarchy that categories into three levels the inputs to valuation techniques used to
measure fair value, and makes specific requirements about disclosure of related
information. However, the standard does not change the provisions of other
accounting Standards under which whether fair value measurement should be used.
The management of the Company believes that adoption of this standard will result in
amendments to policies and procedures associated with the fair value measurement,
and wider disclosure of fair value information. In addition, the adoption of this
standard is not expected to have a significant impact on the recognition and
measurement of the Company's financial statements.
12 Notes to Items in the Financial Statements of the Company
12.1 Accounts receivable
(1) Accounts receivable
Unit:Yuan
Closing balance
Category Carrying amount Bad debt provision
Amount (%) Amount (%)
Accounts receivable of which provision for bad
-- -- -- --
debts is made according to Portfolio
Accounts receivable of which provision for bad
11,382,394.18 100.00% 6,968,694.02 61.22%
debts is of individually insignificant
Total 11,382,394.18 -- 6,968,694.02 --
(Continued)
Category Opening balance
Carrying amount Bad debt provision
130
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Amount (%) Amount (%)
Accounts receivable of which provision for bad
-- -- -- --
debts is made according to Portfolio
Accounts receivable of which provision for bad
11,327,983.25 100.00% 6,968,694.02 61.52%
debts is of individually insignificant
Total 11,327,983.25 -- 6,968,694.02 --
Accounts receivable of which provision for bad debts is of individually significant
□suitability√unsuitability
Portfolio 1 by Aging analysis
□suitability √unsuitability
Portfolio 2 by percentage
□suitability √unsuitability
Protfolio 3 by other methods
□suitability √unsuitability
Provisions of bad debts that is individually insignificant
√suitability □ unsuitability
Content of accounts receivable Carrying amount Amount of bad debt Proportion of provision（%） Reasons for the provision
House pay to be collected 11,109,420.18 6,968,694.02 62.73% A separate provision is
established according to the
recoverability of each
Rental to be collected 272,974.00 receivales with long aging and
little retrievability.
Total 11,382,394.18 6,968,694.02 --
(2) No any significant reversals and collections during the current period
(3) There were no any significant accounts receivables written off in the current period.
(4) No amount due from shareholders at least 5% of the Company’s shares with voting power in the
reporting period
(5) Top 5 entities with the largest balances of accounts receivable
Unit: Yuan
Relationship with the Proportion of the amount to the
Name of entity Amount Age
Group total AR (%)
Corporation No.1 Un-related party 1,803,947.90 Over 3 years 15.85%
Individual No.1 Un-related party 1,200,000.00 Over 3 years 10.54%
Corporation No.2 Associate 1,092,432.91 Over 3 years 9.60%
Individual No.2 Un-related party 876,864.11 Over 3 years 7.70%
Individual No.3 Un-related party 800,588.69 Over 3 years 7.03%
Total 5,773,833.61 50.72%
（6）Receivables due from related parties
131
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Unit: Yuan
Name of entity Relationship with the Group Amount （%）in receivables
Shenzhen Fresh Peak property consultant
Associate 1,095,272.50 8.56
Co.,Ltd
Total 1,095,272.50 8.56
(7) There were no any accounts receivables which had been terminated recognization.
12.2 Other receivables
(1) Other receivables
Unit: Yuan
Closing balance
Category Carrying amount Bad debt provision
Amount (%) Amount (%)
Other receivables of which provision for bad debts
1,437,107,043.17 98.36% 818,545,417.98 56.96%
is of individually significant
Other receivable of which provision for bad debts
is of individually significant
Other receivables of which provision for bad debts
23,991,125.12 1.64% 12,628,565.94 52.64%
is of individually insignificant
Total 1,461,098,168.29 -- 831,173,983.92 --
(Continued)
Opening balance
Category Carrying amount Bad debt provision
Amount (%) Amount (%)
Other receivables of which provision for bad debts
1,474,220,614.49 98.22% 818,545,417.98 55.52%
is of individually significant
Other receivable of which provision for bad debts
is of individually significant
Other receivables of which provision for bad debts
26,760,143.14 1.78% 12,628,565.94 47.19%
is of individually insignificant
Total 1,500,980,757.63 -- 831,173,983.92 --
Bad debt provision of other receivables which is of individually significant
√suitability □ unsuitability
Unit: Yuan
Proportion of
Content of accounts receivable Carrying amount Amount of bad debt Reasons for the provision
provision（%）
Other receivables between subsidiares
that are included in consolidated 1,290,583,162.22 677,154,231.02 52.47%
statement A separate provision is
established according to
Other receivables between subsidiares the recoverability of each
that are not included in consolidated 120,994,319.55 120,994,319.55 100.00% receivales with long aging
statement and little retrievability
Others 25,529,561.40 20,396,867.41 79.90%
132
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Total 1,437,107,043.17 818,545,417.98 --
Portfolio 1 by Aging analysis
□suitability √unsuitability
Portfolio 2 by percentage
□suitability √unsuitability
Protfolio 3 by other methods
□suitability √unsuitability
Provisions of bad debts that is individually insignificant
√suitability □ unsuitability
Unit: Yuan
Proportion of provision
Content of other receivables Carrying amount Amount of bad debt Reasons for the provision
（%）
Other receivables between
subsidiares that are included 4,699,621.70
in consolidated statement A separate provision is
Other receivables between established according to
subsidiares that are not the recoverability of each
1,324,136.04 1,116,316.04 84.31% receivales with long aging
included in consolidated
statement and little retrievability
Others 17,967,367.38 11,512,249.90 64.07%
Total 23,991,125.12 12,628,565.94 --
(2) There were no any reversals and collections during the current period .
(3) There were no any other significant receivables Written off for in the current period.
(4) There were no any other receivables due from shareholders at least 5% of the Company’s shares
with voting power in the reporting period
(5) Top 5 entities with the largest balances of other receivables
Unit: Yuan
Relationship with Proportion of the amount to
Name of entity Amount Age
the Group the total OR (%)
1,604,029.55 Within 1 year 0.11
2,427,841.50 1-2 years 0.17
Fresh Peak Enterprise Co., Ltd Subsidiary
1,035,548.35 2-3 years 0.07
558,681,359.12 Over 3 years 38.24
50,061,816.12 Within 1 year 3.43
Shenzhen ShenFang Group LongGang 56,919,668.93 1-2 years 3.90
Subsidiary
Development Co.,Ltd
36,622,593.18 2-3 years 2.51
159,719,696.84 Over 3 years 10.93
Shantou Huafeng estate dev.co. Subsidiary 267,670,000.00 Within 1 yea 18.32
133
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
American Great Wall Co.,Ltd Subsidiary 101,379,954.81 Over 3 years 6.94
Canada Great Wall(vancouver) Co.,Ltd Subsidiary 89,035,748.07 Over 3 years 6.09
Total 1,325,158,256.47 90.71
（6）Receivables due from related parties
Unit: Yuan
Name of entity Relationship with the Group Amount （%）in receivables
Fresh Peak Enterprise Co., Ltd. Subsidiary 563,748,778.52 38.58%
Shenzhen ShenFang Group LongGang
Subsidiary 303,323,775.07 20.76%
Development Co.,Ltd
American Great Wall Co.,Ltd Subsidiary 101,379,954.81 6.94%
Canada Great Wall(vancouver) Co.,Ltd Subsidiary 89,035,748.07 6.09%
Shenzhen City Shenfang Free Trade Trading
Subsidiary 32,392,459.91 2.22%
Ltd.
Shenzhen Lain Hua Industry and Trading Co.
Subsidiary 16,170,762.46 1.11%
Ltd.
Bekaton Property Limited Subsidiary 12,559,290.58 0.86%
Paklid Limited Subsidiary 11,072,100.19 0.76%
Guangdong province Huizhou Luofu Hill
Joint venture 10,465,168.81 0.72%
Mineral Water Co.,Ltd
Shenzhen City Shenfang Construction and
Subsidiary 8,327,180.71 0.57%
Decoration Materials Ltd.
Shenzhen City Shenfang Investment Ltd. Subsidiary 5,897,431.45 0.40%
Shenzhen Runhua Automobile trading Co.,Ltd Associate 3,072,764.42 0.21%
Shenzhen Real Estate Consolidated Service
Subsidiary 1,086,487.22 0.07%
Co., Ltd.
Shenzhen Ronghua JiDian Co.,ltd Associate 475,223.46 0.03%
Shenzhen Shenfang Department Store Co.
Subsidiary 237,648.82 0.02%
Ltd
Shenzhen Zhen Tung Engineering Ltd Subsidiary 4,189,766.49 0.29%
Shantou Huafeng estate dev.co. Subsidiary 267,670,000.00 18.32%
Shantou Hualin estate dev.co. Subsidiary 849,885.73 0.06%
Shantou Songshan estate dev.co Subsidiary 3,130,395.08 0.21%
Total 1,435,084,821.80 98.22%
(7) There were no any other receivables which had been terminated recognization in the accounting
year.
12.3 Long-term equity investments
134
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
(2) Details of long-term equity investments
Changes [Increase
Name of investee Accounting method Investment cost Opening balance Closing balance
/decrease]
Shenzhen City Property Management Ltd. Cost method 12,821,791.52 12,821,791.52 -- 12,821,791.52
Shenzhen Petrel Hotel Co. Ltd. Cost method 20,605,047.50 20,605,047.50 -- 20,605,047.50
Shenzhen City Shenfang Investment Ltd. Cost method 9,000,000.00 9,000,000.00 -- 9,000,000.00
Fresh Peak Enterprise Ltd. Cost method 556,500.00 556,500.00 -- 556,500.00
Fresh Peak Holdings Ltd. Cost method 20,824,545.77 22,717,697.73 -- 22,717,697.73
Shenzhen Special Economic Zone Real Estate (Group) Guangzhou Property and Estate Co., Ltd. Cost method 20,000,000.00 20,000,000.00 -- 20,000,000.00
Shenzhen Zhen Tung Engineering Ltd Cost method 11,332,321.45 11,332,321.45 -- 11,332,321.45
American Great wall Co.,Ltd Cost method 1,435,802.00 1,435,802.00 -- 1,435,802.00
Shenzhen City Shenfang Free Trade Trading Ltd. Cost method 4,750,000.00 4,750,000.00 -- 4,750,000.00
Shenzhen City Hua Zhan Construction Management Ltd. Cost method 6,000,000.00 6,000,000.00 -- 6,000,000.00
Shenzhen City Car Rental Ltd. Cost method 11,809,500.00 6,495,225.00 -- 6,495,225.00
QiLu Co.,Ltd Cost method 212,280.00 212,280.00 -- 212,280.00
Beijing Shenfang Property Management Ltd. Cost method 500,000.00 500,000.00 -- 500,000.00
Shenzhen Lain Hua Industry and Trading Co. Ltd. Cost method 13,458,217.05 13,458,217.05 -- 13,458,217.05
Shenzhen City SPG Long Gang Development Ltd. Cost method 30,850,000.00 30,850,000.00 -- 30,850,000.00
Beijing Fresh Peak Property Development Management Limited Company Cost method 64,183,888.90 64,183,888.90 -- 64,183,888.90
Shenzhen Shenfang Car Park Ltd. Cost method 29,750,000.00 29,750,000.00 -- 29,750,000.00
Guangdong province Huizhou Luofu Hill Mineral Water Co.,Ltd Equity method 9,969,206.09 9,969,206.09 -- 9,969,206.09
Fengkai Xinhua Hotel Equity method 9,455,465.38 9,455,465.38 -- 9,455,465.38
Shenzhen Runhua Automobile trading Co.,Ltd Equity method 1,445,425.56 1,445,425.56 -- 1,445,425.56
Shenzhen Ronghua JiDian Co.,ltd Equity method 1,250,000.00 1,378,532.26 -- 1,378,532.26
Shenzhen Shen Fang Industrial Development Co., Ltd Cost method 4,500,000.00 4,500,000.00 -- 4,500,000.00
135
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Changes [Increase
Name of investee Accounting method Investment cost Opening balance Closing balance
/decrease]
Shenzhen ZhongGang Haiyan Enterprise Ltd. Cost method 12,940,900.00 12,940,900.00 -- 12,940,900.00
Shenzhen Real Estate Consolidated Service Co., Ltd. Cost method 5,958,305.26 5,958,305.26 -- 5,958,305.26
Paklid Limited Cost method 201,100.00 201,100.00 -- 201,100.00
Bekaton Property Limited Cost method 906,630.00 906,630.00 -- 906,630.00
Shenzhen Tefa Real Estate Consolidated Service Co., Ltd. Cost method 8,180,003.63 8,180,003.63 -- 8,180,003.63
Shenzhen Xin Dongfang Store Ltd. Cost method 18,500,000.00 18,500,000.00 -- 18,500,000.00
Shenzhen City Shenfang Construction and Decoration Materials Ltd. Cost method 2,680,000.00 2,680,000.00 -- 2,680,000.00
Shenzhen Shenfang Department Store Co. Ltd. Cost method 9,500,000.00 9,500,000.00 -- 9,500,000.00
Shenzhen CyberPort Co., Ltd Cost method 14,000,000.00 12,401,018.42 -- 12,401,018.42
ShenZhen ShenFang BaoAn developmentCo.,Ltd Cost method 19,000,000.00 19,000,000.00 -- 19,000,000.00
Shantou Fresh Peak Building Cost method 68,731,560.43 58,547,652.25 -- 58,547,652.25
Shantou Small&medium Enterprises Finacing Guarantee Co. Ltd. Cost method 12,000,000.00 12,000,000.00 -- 12,000,000.00
Shantou Huafeng estate dev.co. Cost method 30,000,000.00 30,000,000.00 -- 30,000,000.00
Total 487,308,490.54 472,233,010.00 472,233,010.00
136
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
(Continued)
Proportion of Proportion of Explanation of the Provision for Cash
ownership voting power in inconsistency Provision for impairment dividend
Name of investee
interest held the investee between these impairment losses losses for the for the
(%) (%) two proportions period period
Shenzhen City Property Management Ltd. 95 95 -- -- --
Shenzhen Petrel Hotel Co. Ltd. 68.10 68.10 -- -- --
Shenzhen City Shenfang Investment Ltd. 90 90 -- -- --
Fresh Peak Enterprise Ltd. 100 100 -- -- --
Fresh Peak Holdings Ltd. 100 100 -- -- --
Shenzhen Special Economic Zone Real Estate (Group) Guangzhou Property and Estate Co., Ltd. 100 100 -- -- --
Shenzhen Zhen Tung Engineering Ltd 73 73 -- -- --
American Great wall Co.,Ltd 70 70 -- -- --
Shenzhen City Shenfang Free Trade Trading Ltd. 95 95 -- -- --
Shenzhen City Hua Zhan Construction Management Ltd. 75 75 -- -- --
Shenzhen City Car Rental Ltd. 55 55 -- -- --
QiLu Co.,Ltd 20 20 -- -- --
Beijing Shenfang Property Management Ltd. 10 10 -- -- --
Shenzhen Lian Hua Industry and Trading Co. Ltd. 95 95 -- -- --
Shenzhen City SPG Long Gang Development Ltd. 95 95 -- -- --
Beijing Fresh Peak Property Development Management Limited Company 75 75 -- -- --
Shenzhen Shenfang Car Park Ltd. 70 70 -- -- --
Guangdong province Huizhou Luofu Hill Mineral Water Co.,Ltd Co-operation Co-operation 9,969,206.09 -- --
Fengkai Xinhua Hotel Co-operation Co-operation 9,455,465.38 -- --
Shenzhen Runhua Automobile trading Co.,Ltd 50 50 1,445,425.56 -- --
Shenzhen Ronghua JiDian Co.,ltd 25 25 1,076,954.64 -- --
Shenzhen Shen Fang Industrial Development Co., Ltd 100 100 4,500,000.00 -- --
137
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Proportion of Proportion of Explanation of the Provision for Cash
ownership voting power in inconsistency Provision for impairment dividend
Name of investee
interest held the investee between these impairment losses losses for the for the
(%) (%) two proportions period period
Shenzhen ZhongGang Haiyan Enterprise Ltd. 68 68 12,940,900.00 -- --
Shenzhen Real Estate Consolidated Service Co., Ltd. 100 100 5,958,305.26 -- --
Paklid Limited 100 100 201,100.00 -- --
Bekaton Property Limited 60 60 906,630.00 -- --
Shenzhen Tefa Real Estate Consolidated Service Co., Ltd. 100 100 8,180,003.63 -- --
Shenzhen Xin Dongfang Store Ltd. 100 100 18,500,000.00 -- --
Shenzhen City Shenfang Construction and Decoration Materials Ltd. 100 100 2,680,000.00 -- --
Shenzhen Shenfang Department Store Co. Ltd. 95 95 9,500,000.00 -- --
Shenzhen CyberPort Co., Ltd 70 70 -- -- --
ShenZhen ShenFang BaoAn developmentCo.,Ltd 95 95 -- -- --
Shantou Fresh Peak Building 100 100 58,547,652.25 -- --
Shantou Small&medium Enterprises Finacing Guarantee Co. Ltd. 10 10 -- -- --
Shantou Huafeng estate dev.co. 100 100 --
Total 143,861,642.81 -- --
138
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
12.4 Operating income and costs
(1) Operating income and operating costs
Unit: Yuan
Item Amount for the current period Amount for the prior period
Principal operating income 264,492,668.99 25,288,842.36
Total of operating income 264,492,668.99 25,288,842.36
Operating costs 161,104,051.82 11,056,048.84
(2)Principal operating activities (classified by industries)
Unit: Yuan
Amount for the current period Amount for the prior period
Name of industry
Operating income Operating costs Operating income Operating costs
Real estate 235,836,988.00 150,056,099.18
Leasing 27,610,856.48 10,600,774.85 24,002,260.93 10,728,917.84
Others 1,044,824.51 447,177.79 1,286,581.43 327,131.00
Total 264,492,668.99 161,104,051.82 25,288,842.36 11,056,048.84
(3)Principal operating activities (classified by product)
Unit: Yuan
Amount for the current period Amount for the prior period
Name of industry
Operating income Operating costs Operating income Operating costs
Real estate 235,836,988.00 150,056,099.18
Others 28,655,680.99 11,047,952.64 25,288,842.36 11,056,048.84
Total 264,492,668.99 161,104,051.82 25,288,842.36 11,056,048.84
（4）Principal operating activities (classified by geographical areas)
Unit: Yuan
Amount for the current period Amount for the prior period
Name of geographical area
Operating income Operating costs Operating income Operating costs
Shenzhen 264,492,668.99 161,104,051.82 25,288,842.36 11,056,048.84
Total 264,492,668.99 161,104,051.82 25,288,842.36 11,056,048.84
（5）Operating income from the Company’s top 5 customers
Unit: Yuan
139
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Proportion to total operating income of the
Name of customers Operating incomet for the current period
Company (%)
Individual No.1 5,491,490.00 2.08%
Individual No.2 5,710,754.00 2.16%
Individual No.3 5,434,703.00 2.05%
Individual No.4 5,803,799.00 2.19%
Individual No.5 6,084,462.00 2.30%
Total 28,525,208.00 10.78%
12.5 Supplementary information to the cash flow statement
Unit: Yuan
Item Amount for the current period Amount for the prior period
(1) Reconciliation of net profit to cash flows from operating activities:
Net profit 39,959,854.04 -9,163,660.55
Add: Depreciation of fixed assets, bio-assets, and natural gas 11,010,082.33 10,632,989.38
Amortization of intangible assets 187,399.98 113,799.98
Amortization of long-term deferred expenses 28,265.10 28,265.10
Losses on disposal of fixed assets, intangible assets and other
4,644.48
long-term assets(deduct: gains)
Financial expenses (deduct: gains) 27,773,875.87 6,795,730.37
Decrease in inventories (deduct: increase) 147,289,098.10 -197,342,844.65
Decrease in operating receivables (deduct: increase) 39,766,405.91 3,607,115.56
Increase in operating payables (deduct: decrease) -196,275,466.47 640,954,150.55
Net cash flows from operating activities 69,739,514.86 455,630,190.22
(2) Investing and financing activities that do not affect cash receipt and
-- --
payment
(3)Net increase in cash and cash equivalents: --
Cash at the end of the period 268,564,331.04 431,672,122.54
Less: cash at the beginning of the period 362,953,152.47 190,825,250.83
Net increase in cash and cash equivalents -94,388,821.43 240,846,871.71
13. Supplementary Materials
140
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
13.1 Breakdown non-recurring profit or loss
Unit: Yuan
Items Amount for the current period Remarks
Profit or loss on disposal of non-current assets -893.90
Other non-operating income or expenses other than the above 377,987.32 payments from the metro construction
Less: tax effects 94,273.36
Total 282,820.06
The Group defines items as non-recurring profit or loss items according to “Information Disclosure and
Presentation Rules for Companies Making Public Offering of Securities No.1---Non-recurring Profit or
Loss”(CSRC No.[2008]43)
□suitability √unsuitability
13.2 Date differences between domestic and foreign accounting standards
(1) Differences between amounts prepared under international accounting standards and China
Accounting Standards (CAS)
Net profit Net assets
Amount for the current
Amount for the prior period Closing balance Opening balance
period
In accordance with CASs 34,732,376.73 13,050,340.37 1,897,643,065.42 1,863,347,135.33
Ajusted items and amount in accordance with IFRS
In accordance with IFRS 34,732,376.73 13,050,340.30 1,897,643,065.42 1,863,347,135.30
(2)Differences between amounts prepared under foreign accounting standards and China Accounting
Standards (CAS)
Net profit Net assets
Amount for the current
Amount for the prior period Closing balance Opening balance
period
In accordance with CASs 34,732,376.73 13,050,340.37 1,897,643,065.42 1,863,347,135.33
Ajusted items and amount in accordance with FAS
In accordance with FAS 34,732,376.73 13,050,340.37 1,897,643,065.42 1,863,347,135.33
13.3 Return on net assets and earning per share (EPS)
Units:Yuan
141
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
EPS
Weighted average returned on net
Profit for the reporting period Basic Diluted
assets (%)
EPS EPS
Net profit attributable to ordinary shareholders of the Company 1.85% 0.0343 0.0343
Net profit after deduction of non-recurring profits or losses attributable to ordinary
1.83% 0.0341 0.0341
shareholders of the Company
13.4 Abnormal financial statements items and description of reasons
(1) Items in the balance sheet
Prepayments in the balance sheet had RMB20,603,439.36 as the closing balance at June 30, 2014, 68.79% of
increase than the opening of the year. The reason for such increase is advance payment for material.
Other current assets had RMB 32,898,944.99 as the closing balance at June 30, 2014, 853.29%of increase
than the opening of the year. The reason for such increase is that the taxation for pre-sale payments and
receipts for projects was paid during the current period.
Accounts payable had RMB 282,956,580.89 as the closing balance at June 30, 2014, 27.33% of decrease
than the opening of the year. The reason for such decrease is payment for projects during the current period.
Advance from customers had RMB 790,524,957.89 as the closing balance at June 30, 2014,152.59% of
increase than the opening of the year. The reason for such increase is advance payment from housing buyers
during the current period
Taxes payable had RMB 50,695,921.18 as the closing balance at June 30, 2014, 65.75% of decrease than the
opening of the year. The reason for such decrease is final settlement of enterprise income tax of 2013。
(2) Items in the Income Statement, Cash Flow Statement
Operating income had RMB 573,074,359.31 during the current period, 78.70% of increase than the prior
period. The reason for such increase is that income from Shenfang Chuanqishan Project was carried over
during the current period.
Business tax and surcharge had RMB 40,888,590.26 during the current period, 66.65% of increase than the
prior period. The reason for such increase is the increased turnover tax caused by increased income during
the current period.
Selling expenses had RMB 14,246,226.29 during the current period, 107.08% of increase than the prior period.
The reason for such increase is advertisement fees and commission of the current period。
Financial expense had RMB9,826,406.41 during the current period, 1808.86% of increase than the prior
period. The reason for such increase is the decreased capitalization of interest during the current period.
142
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Non-operating income had RMB 497,280.70 during the current period, 85.89% of decrease than the prior
period. The reason for such decrease is disposal of fixed assets during the prior period。
Income tax expenses had RMB 15,333,005.11 during the current period, 154.71% of increase than the prior
period. The reason for such increase is increased profit during the current period
other comprehenseive income had RMB -638,099.71 during the current period, the reason of the decrease of
other comprehenseive income is that exchange rate fluctuated
Net cash inflow from Operating Activities had RMB 200,024,750.32 during the current period 42.76% of
decrease than the prior period. The reason for such decrease is more cash paid on taxes and levies during the
current period than the prior period
Net cash flow from investing activities had RMB -1,175,815 during current period, 131.34% of decrease than
the prior period. The reason for such decrease is that the Company disposed the office Building.in the prior
period
Net cash flow from financing activities had RMB -167,205,928.61 during current period, 25.19% of increase
than the prior period. The reason for such increase is mainly that the Company repaid less borrowing during
the current period
Net increase in cash and cash equivalents had RMB 31,721,528.78 元 during current period, 75.50% of
decrease than the prior period. The reason for such decrease is that the decrease l from f Operating Activities
during the current period
143
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd.
Notes to the Financial Statements for the year 2013 (In RMB yuan except for otherwise specified)
Section X. Documents Available for Reference
1. The accounting statements with personal signatures and seals of Legal Representative, Chief
Accountant and the person in charge of the accounting agency.
2. The originals of all the documents and public notices disclosed on China Securities Journal and
Ta Kung Pao by the Company during the reporting period.
144
