Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Report for the Third Quarter of 2014 2014-022 October 2014 1 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section I. Important Reminders The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (hereinafter referred to as “the Company”) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. Except for the following Directors, other Directors all attended the board session for reviewing this report in person. Name Position Reason Name of the mandatory Liu Quanmin Independent Director Official business Song Botong Zhou Jianguo, Chairman of the Company, Chen Maozheng, General Manager, Tang Xiaoping, chief of the accounting work, and Qiao Yanjun, chief of the accounting organ (chief of accounting), hereby confirm that the Financial Statements enclosed in this report are factual, accurate and complete. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section II. Financial Highlights & Change of Shareholders I. Major accounting data and financial indexes Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No 30 Sept. 2014 31 Dec. 2013 Increase/decrease (%) Total assets (RMB Yuan) 4,429,712,829.72 4,215,099,296.67 5.09% Net assets attributable to shareholders of the Company 1,919,924,325.32 1,863,347,135.33 3.04% (RMB Yuan) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2014 Jan.-Sept. 2014 (%) (%) Operating revenues (RMB Yuan) 294,764,542.65 91.05% 867,838,901.96 82.71% Net profit attributable to shareholders of the Company 22,272,401.09 531.25% 57,004,777.82 243.84% (RMB Yuan) Net profit attributable to shareholders of the Company after 21,712,479.80 3,524.76% 56,156,553.79 449.54% extraordinary gains and losses (RMB Yuan) Net cash flows from operating -- -- 237,793,355.50 2,031.36% activities (RMB Yuan) Basic EPS (RMB Yuan/share) 0.0220 528.57% 0.0563 243.29% Diluted EPS (RMB Yuan/share) 0.0220 528.57% 0.0563 243.29% Weighted average ROE (%) 1.17% 0.96% 3.01% 2.00% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Sept. 2014 Note Gains/losses on the disposal of non-current assets (including the -70,996.24 offset part of asset impairment provisions) Abandoned deposit income and Other non-operating income and expenses than the above 1,201,961.62 metro compensations Less: Income tax effects 282,741.35 Total 848,224.03 -- 3 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 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. II. Total number of shareholders and shareholdings of the top ten shareholders at the period-end 1. Total number of common shareholders and shareholdings of the top ten common shareholders at the period-end Unit: share Total number of common 71,508 shareholders at the period-end Shareholdings of the top ten common shareholders Number of Pledged or frozen shares Name of Nature of Shareholding Number of the restricted shares shareholder shareholder percentage shares held Status of shares Number of shares held Shenzhen State-owned Investment 63.55% 642,884,262 0 corporation Holdings Co., Ltd. Shenzhen Shenzhilv Domestic Investment non-state-owned 0.86% 8,715,024 0 Management Co., corporation Ltd. Domestic Wen Jianjun 0.42% 4,222,892 0 individual Domestic Zeng Xiaolan 0.40% 4,063,306 0 individual Domestic Wang Ailan 0.20% 2,033,281 0 individual Domestic Li Yuemei 0.19% 1,922,389 0 individual Yunnan International Trust State-owned Co., Ltd.-Ruihui 0.18% 1,800,000 0 corporation Assembled Funds Trust Plan GUOTAI JUNAN Foreign 0.17% 1,713,150 0 4 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. SECURITIES(HO NGKONG) corporation LIMITED ZRGG - Rongjin State-owned No. 26 Funds Trust 0.14% 1,400,000 0 corporation Contract Domestic Wang Douhua 0.13% 1,286,300 0 individual Shareholdings of the top ten non-restricted common shareholders Number of non-restricted common shares held at the Type of shares Name of shareholder period-end Type Number Shenzhen Investment Holdings Co., RMB ordinary 642,884,262 Ltd. share Shenzhen Shenzhilv Investment RMB ordinary 8,715,024 Management Co., Ltd. share RMB ordinary Wen Jianjun 4,222,892 share RMB ordinary Zeng Xiaolan 4,063,306 share RMB ordinary Wang Ailan 2,033,281 share RMB ordinary Li Yuemei 1,922,389 share Yunnan International Trust Co., Ltd. RMB ordinary -Ruihui Assembled Funds Trust 1,800,000 share Plan GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 1,713,150 listed foreign LIMITED share ZRGG-Rongjin No. 26 Funds Trust RMB ordinary 1,400,000 Contract share RMB ordinary Wang Douhua 1,286,300 share Explanation on associated relationship or persons acting in Unknown concert among the above-mentioned shareholders Top ten non-restricted common Naught shareholders taking part in margin 5 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. financing and securities lending (if any) Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company carry out any agreed buy-back in the reporting period? □ Yes √ No No shareholder of the Company carried out any agreed buy-back in the reporting period. 2. Total number of preferred share holders and shareholdings of the top ten preferred share holders at the period-end □ Applicable √ Inapplicable 6 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section III. Significant Events I. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes √ Applicable □ Inapplicable 1. Influence of the amended accounting standards on the consolidated statements of the Company According to the amended, the long-term equity investments that had no offer in the active market and their fair value could not be reliably measured in investees that the Company did not have control, joint control or significant influence on were treated according to the . As such, the long-term equity investments (RMB 12 million in book value as at the end of Sept. 2014) were restated as available-for-sale financial assets, and the year-beginning figure in the consolidated statements were also adjusted accordingly. Changes of the equity-holdings of the Company in Shantou Small-and Medium Enterprise Financing Guarantee Co., Ltd.: Equity-holding Investment cost (RMB Accounting title before Accounting title after Investee percentage in the Ten thousand) the change the change investee (%) Shantou Small-and Medium Enterprise Long-term equity inve Available-for-sale finan 1,200 10% Financing Guarantee stment cial assets Co., Ltd. 2. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes For Jan.-Sept. 2014, the Company achieved operating revenues of RMB 867.8389 million, up 82.71% when compared with the same period of last year; operating profits of RMB 81.3865 million, soaring 339.94% year on year; total profits of RMB 82.5175 million, representing a year-on-year rise of 232.02%; and net profits attributable to shareholders of the Company of RMB 57.0048 million, up 243.84% year on year. For Jan.-Sept. 2014, the real estate division of the Company carried over an income of RMB 411.8892 million, up 347.22% year on year, mainly from the Chuanqi Hill Project. Unit: RMB Yuan Increase/decr Item 30 Sept. 2014 31 Dec. 2013 Main reason for the change ease (%) Prepayments 32,128,944.49 12,206,598.30 163.21%The prepayments for materials and the noumenon maintenance funds were not carried over yet. Non-current assets due within 1 60,024,383.44 3,451,107.04 1639.28%The taxes on the house purchase year advances and the construction advances were paid. Accounts received in advance 915,501,007.82 312,967,028.85 192.52%House purchase advances increased. 7 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Payroll payable 19,649,333.13 37,159,445.41 -47.12%The annual salaries for last year were paid in the current period. Taxes and fares payable 34,726,927.34 148,006,651.37 -76.54%The enterprise income tax for last year was paid in the current period. Increase/decr Item Jan.-Sept. 2014 Jan.-Sept. 2013 Main reason for the change ease (%) Operating revenues 867,838,901.96 474,974,336.20 82.71%The income carried over from the Chuanqi Hill Project Business tax and surtaxes 61,785,122.95 35,287,444.46 75.09%Operating revenues increased. Selling expenses 20,943,800.69 11,892,013.30 76.12%The marketing & promotion expenses and the intermediary commissions increased. Financial expenses 13,904,377.36 -1,762,106.33 889.08%The capitalized interest decreased. Non-business incomes 1,374,647.24 6,532,696.24 -78.96%Some fixed assets were disposed in the same period of last year. Income tax 25,455,598.08 8,215,293.36 209.86%Total profits increased. Other comprehensive incomes -625,466.56 1,766,105.83 -135.42%The foreign-currency statement translation difference decreased due to exchange rate fluctuations. Increase/decr Item Jan.-Sept. 2014 Jan.-Sept. 2013 Main reason for the change ease (%) Net cash flows from operating 237,793,355.50 -12,312,244.25 2031.36%The cash paid for goods and activities services decreased. Net cash flows from investing -1,133,662.00 4,656,321.37 -124.35%The net cash received from activities disposal of fixed assets decreased. Subtotal of cash outflows from 286,898,693.68 428,638,329.53 -33.07%The cash received as borrowings financing activities decreased. The Company (without 270,609,041.96 The shares in profits of subsidiaries subsidiaries): investment gains Retained profits -229,186,782.42 -564,028,429.22 59.37%The shares in profits of subsidiaries II. Progress and influence of significant events, as well as the analysis and explanation on solutions □ Applicable √ Inapplicable 8 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. III. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such commitments carried down into the reporting period □ Applicable √ Inapplicable No such commitments in the reporting period. IV. Predict the 2014 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons √ Applicable □ Inapplicable Prediction: significant increase in the same direction Type of the predicted data: interval data Jan.-Dec. 2014 Jan.-Dec. 2013 Increase/decrease (%) Estimated accumulative net 27,392 -- 30,000 22,827 Increase 20.00% -- 31.42% profit (RMB Ten thousand) Basic EPS (RMB Yuan/share) 0.2708 -- 0.2965 0.2256 Increase 20.00% -- 31.42% Explanation about the Sales of the SPG Chuanqi Hill project and SPG Shanglin Garden project of the Company carried predictions forward normally. V. Securities investment □ Applicable √ Inapplicable The Company was not involved in any securities investment in the reporting period. Notes of the shareholdings of other listed companies □ Applicable √ Inapplicable There was no such shareholding of the Company during the reporting period. VI. Investments in derivatives □Applicable √Inapplicable The Company did not invest in any derivative in the reporting period. VII. Researches, visits and interviews received in the reporting period √Applicable □Inapplicable Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company The operating situation of Telephone the first half year of 2014 11 Jul. 2014 The office Individual Individual investor Communication and the disclosure appointment time of the 9 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. semi-year report; had not offer the written sources. The sale situation of project Telephone development of the first 19 Aug. 2014 The office Individual Individual investor Communication half year of 2014; had not offer the written sources. The influence of Shenzhen state-owned enterprise’s reformation to the Telephone 17 Sep. 2014 The office Individual Individual investor Company and the sales Communication progress of project, development; had not offered the written sources. 10 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section IV. Financial Statements I. Financial statements 1. Consolidated balance sheet Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 500,173,000.23 525,374,372.44 Settlement reserves Intra-group lendings Financial assets measured at fair value and of which changes are recorded into current gains and losses Notes receivable Accounts receivable 18,099,558.15 14,102,124.06 Accounts paid in advance 32,128,944.49 12,206,598.30 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 1,052,192.76 1,052,192.76 Other accounts receivable 62,192,307.56 54,672,501.81 Financial assets purchased under agreements to resell Inventories 3,140,611,748.89 2,967,935,589.04 Assets held for sale Non-current assets due within 1 year 60,024,383.44 3,451,107.04 Other current assets Total current assets 3,814,282,135.52 3,578,794,485.45 Non-current assets: Loans by mandate and advances 11 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. granted Available-for-sale financial assets 12,000,000.00 12,000,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 63,200,652.59 63,200,652.59 Investing property 451,140,242.58 466,314,091.90 Fixed assets 55,590,319.46 60,715,687.71 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 6,339,311.82 6,753,566.79 R&D expense Goodwill Long-term deferred expenses 367,707.73 528,352.21 Deferred income tax assets 26,792,460.02 26,792,460.02 Other non-current assets Total of non-current assets 615,430,694.20 636,304,811.22 Total assets 4,429,712,829.72 4,215,099,296.67 Current liabilities: Short-term borrowings 28,000,000.00 23,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Financial liabilities measured at fair value and of which changes are recorded into current gains and losses Notes payable Accounts payable 288,731,004.05 389,345,271.46 Accounts received in advance 915,501,007.82 312,967,028.85 Financial assets sold for repurchase Handling charges and commissions payable 12 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Employee’s compensation payable 19,649,333.13 37,159,445.41 Tax payable 34,726,927.34 148,006,651.37 Interest payable 16,766,372.46 18,482,515.18 Dividend payable Other accounts payable 388,998,958.39 394,687,837.29 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Liabilities held for sale Non-current liabilities due within 1 332,577,223.56 331,482,489.72 year Other current liabilities Total current liabilities 2,024,950,826.75 1,655,131,239.28 Non-current liabilities: Long-term borrowings 602,100,246.02 814,213,536.85 Bonds payable Long-term payables 11,220,732.10 10,749,885.53 Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 613,320,978.12 824,963,422.38 Total liabilities 2,638,271,804.87 2,480,094,661.66 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 1,011,660,000.00 1,011,660,000.00 Capital reserves 978,244,910.11 978,244,858.10 Less: Treasury stock Specific reserves Surplus reserves 4,974,391.15 4,974,391.15 Provisions for general risks Retained profits -83,881,356.31 -140,886,134.13 13 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Foreign exchange difference 8,926,380.37 9,354,020.21 Total equity attributable to owners of 1,919,924,325.32 1,863,347,135.33 the Company Minority interests -128,483,300.47 -128,342,500.32 Total owners’ (or shareholders’) equity 1,791,441,024.85 1,735,004,635.01 Total liabilities and owners’ (or 4,429,712,829.72 4,215,099,296.67 shareholders’) equity Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Tang Xiaoping Chief of the accounting division: Qiao Yanjun 2. Balance sheet of the Company Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 261,575,670.48 362,953,152.47 Financial assets measured at fair value and of which changes are recorded into current gains and losses Notes receivable Accounts receivable 4,089,995.55 4,359,289.23 Accounts paid in advance 15,034,473.59 Interest receivable Dividend receivable Other accounts receivable 623,668,364.83 669,806,773.71 Inventories 1,603,444,982.06 1,830,603,734.72 Assets held for sale Non-current assets due within 1 year Other current assets Total current assets 2,507,813,486.51 2,867,722,950.13 Non-current assets: Available-for-sale financial assets 12,000,000.00 12,000,000.00 Held-to-maturity investments Long-term accounts receivable 14 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Long-term equity investment 316,371,367.19 316,371,367.19 Investing property 394,003,367.70 407,900,089.95 Fixed assets 32,185,296.93 34,263,366.14 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 1,124,966.82 1,406,066.79 R&D expense Goodwill Long-term deferred expenses 90,528.30 132,925.95 Deferred income tax assets 3,230,636.28 3,230,636.28 Other non-current assets Total of non-current assets 759,006,163.22 775,304,452.30 Total assets 3,266,819,649.73 3,643,027,402.43 Current liabilities: Short-term borrowings Financial liabilities measured at fair value and of which changes are recorded into current gains and losses Notes payable Accounts payable 263,098,534.72 393,715,301.47 Accounts received in advance 88,821,427.00 82,398,193.00 Employee’s compensation payable 6,626,084.91 11,614,479.62 Tax payable 38,525,293.47 149,643,182.39 Interest payable 16,535,277.94 18,094,154.07 Dividend payable Other accounts payable 390,806,786.65 648,978,988.66 Liabilities held for sale Non-current liabilities due within 1 332,577,223.56 331,482,489.72 year Other current liabilities Total current liabilities 1,136,990,628.25 1,635,926,788.93 Non-current liabilities: 15 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Long-term borrowings 369,110,893.79 581,224,184.62 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 369,110,893.79 581,224,184.62 Total liabilities 1,506,101,522.04 2,217,150,973.55 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 1,011,660,000.00 1,011,660,000.00 Capital reserves 978,244,910.11 978,244,858.10 Less: Treasury stock Specific reserves Surplus reserves Provisions for general risks Retained profits -229,186,782.42 -564,028,429.22 Foreign exchange difference Total owners’ (or shareholders’) equity 1,760,718,127.69 1,425,876,428.88 Total liabilities and owners’ (or 3,266,819,649.73 3,643,027,402.43 shareholders’) equity Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Tang Xiaoping Chief of the accounting division: Qiao Yanjun 3. Consolidated income statement for the reporting period Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2014 Jul.-Sept. 2013 I. Total operating revenues 294,764,542.65 154,286,475.60 Including: Sales income 294,764,542.65 154,286,475.60 Interest income Premium income Handling charge and 16 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. commission income II. Total operating cost 263,086,697.00 151,445,351.40 Including: Cost of sales 217,656,389.50 121,135,903.01 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 20,896,532.69 10,752,288.56 Selling and distribution expenses 6,697,574.40 5,012,467.40 Administrative expenses 13,758,229.46 15,731,770.77 Financial expenses 4,077,970.95 -1,187,078.34 Asset impairment loss Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 31,677,845.65 2,841,124.20 Add: non-operating income 877,366.54 3,007,255.65 Less: non-operating expense 123,494.58 83,072.36 Including: loss from non-current 69,706.34 65,147.31 asset disposal IV. Total profit (“-” means loss) 32,431,717.61 5,765,307.49 Less: Income tax expense 10,122,592.97 2,195,533.09 V. Net profit (“-” means loss) 22,309,124.64 3,569,774.40 Including: Net profit achieved by combined parties before the combinations 17 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Attributable to owners of the 22,272,401.09 3,528,324.44 Company Minority shareholders’ income 36,723.55 41,449.96 VI. Earnings per share -- -- (I) Basic earnings per share 0.0220 0.0035 (II) Diluted earnings per share 0.0220 0.0035 Ⅶ. Other comprehensive incomes 12,633.15 -21,787.53 Including: Other comprehensive incomes items that cannot be 52.01 reclassified as gains and losses in the subsequent accounting periods Other comprehensive incomes items that will be reclassified as gains and losses in the subsequent accounting 12,581.14 -21,787.53 periods as relevant requirements are met Ⅷ. Total comprehensive incomes 22,321,757.79 3,547,986.87 Attributable to owners of the 22,281,259.90 3,548,637.90 Company Attributable to minority shareholders 40,497.89 -651.03 Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Tang Xiaoping Chief of the accounting division: Qiao Yanjun 4. Income statement of the Company for the reporting period Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2014 Jul.-Sept. 2013 I. Total sales 143,701,538.75 12,317,621.10 Less: cost of sales 86,278,882.95 5,313,615.63 Business taxes and surcharges 12,697,752.01 2,265,397.22 Distribution expenses 2,712,503.22 3,473,100.44 Administrative expenses 6,237,553.37 7,823,257.94 Financial costs 4,199,253.76 -961,752.67 Impairment loss Add: gain/(loss) from change in fair 18 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. value (“-” means loss) Gain/(loss) from investment (“-” 270,609,041.96 means loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 302,184,635.40 -5,595,997.46 Add: non-business income 799,903.67 540,000.00 Less: non-business expense 20,000.00 20,000.00 Including: loss from non-current 0.00 asset disposal III. Total profit (“-” means loss) 302,964,539.07 -5,075,997.46 Less: income tax expense 8,082,746.31 IV. Net profit (“-” means loss) 294,881,792.76 -5,075,997.46 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income 52.01 0.00 Including: Other comprehensive incomes items that cannot be 52.01 reclassified as gains and losses in the subsequent accounting periods Other comprehensive incomes items that will be reclassified as gains and losses in the subsequent accounting periods as relevant requirements are met VII. Total comprehensive income 294,881,844.77 -5,075,997.46 Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Tang Xiaoping Chief of the accounting division: Qiao Yanjun 5. Consolidated income statement for Jan.-Sept. 2014 Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2014 Jan.-Sept. 2013 I. Total operating revenues 867,838,901.96 474,974,336.20 19 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Including: Sales income 867,838,901.96 474,974,336.20 Interest income Premium income Handling charge and commission income II. Total operating cost 786,452,412.86 456,474,970.22 Including: Cost of sales 650,464,153.20 367,842,905.73 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 61,785,122.95 35,287,444.46 Selling and distribution expenses 20,943,800.69 11,892,013.30 Administrative expenses 39,354,958.66 43,214,713.06 Financial expenses 13,904,377.36 -1,762,106.33 Asset impairment loss Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 81,386,489.10 18,499,365.98 Add: non-operating income 1,374,647.24 6,532,696.24 Less: non-operating expense 243,681.86 178,836.68 Including: loss from non-current 70,996.24 71,659.29 asset disposal IV. Total profit (“-” means loss) 82,517,454.48 24,853,225.54 Less: Income tax expense 25,455,598.08 8,215,293.36 20 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. V. Net profit (“-” means loss) 57,061,856.40 16,637,932.18 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the 57,004,777.82 16,578,664.81 Company Minority shareholders’ income 57,078.58 59,267.37 VI. Earnings per share -- -- (I) Basic earnings per share 0.0563 0.0164 (II) Diluted earnings per share 0.0563 0.0164 Ⅶ. Other comprehensive incomes -625,466.56 1,766,105.83 Including: Other comprehensive incomes items that cannot be 52.01 reclassified as gains and losses in the subsequent accounting periods Other comprehensive incomes items that will be reclassified as gains and losses in the subsequent accounting -625,518.57 1,766,105.83 periods as relevant requirements are met Ⅷ. Total comprehensive incomes 56,436,389.84 18,404,038.01 Attributable to owners of the 56,577,189.99 17,814,952.12 Company Attributable to minority shareholders -140,800.15 589,085.89 Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Tang Xiaoping Chief of the accounting division: Qiao Yanjun 6. Income statement of the Company for Jan.-Sept. 2014 Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2014 Jan.-Sept. 2013 I. Total sales 408,194,207.74 37,606,463.46 Less: cost of sales 247,382,934.77 16,369,664.47 Business taxes and surcharges 36,337,053.68 7,234,494.54 Distribution expenses 8,357,742.10 7,616,779.02 Administrative expenses 18,390,128.88 21,027,724.93 21 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Financial costs 12,606,169.86 153,816.04 Impairment loss Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 270,609,041.96 means loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 355,729,220.41 -14,796,015.54 Add: non-business income 803,903.67 602,002.01 Less: non-business expense 59,000.00 45,644.48 Including: loss from non-current 4,644.48 asset disposal III. Total profit (“-” means loss) 356,474,124.08 -14,239,658.01 Less: income tax expense 21,632,477.28 IV. Net profit (“-” means loss) 334,841,646.80 -14,239,658.01 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income 52.01 Including: Other comprehensive incomes items that cannot be 52.01 reclassified as gains and losses in the subsequent accounting periods Other comprehensive incomes items that will be reclassified as gains and losses in the subsequent accounting periods as relevant requirements are met VII. Total comprehensive income 334,841,698.81 -14,239,658.01 Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Tang Xiaoping Chief of the accounting division: Qiao Yanjun 7. Consolidated cash flow statement for Jan.-Sept. 2014 Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan 22 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Item Jan.-Sept. 2014 Jan.-Sept. 2013 I. Cash flows from operating activities: Cash received from sale of 1,467,104,637.92 1,483,769,682.66 commodities and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received Other cash received relating to 83,259,803.11 106,617,272.26 operating activities Subtotal of cash inflows from operating 1,550,364,441.03 1,590,386,954.92 activities Cash paid for goods and services 840,413,440.43 1,300,977,015.14 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling 23 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. charges and commissions Cash for paying policy dividends Cash paid to and for employees 98,540,292.61 94,193,239.01 Various taxes paid 265,840,422.79 98,805,138.07 Other cash payment relating to 107,776,929.70 108,723,806.95 operating activities Subtotal of cash outflows from 1,312,571,085.53 1,602,699,199.17 operating activities Net cash flows from operating activities 237,793,355.50 -12,312,244.25 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 7,436.00 7,524,637.46 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing 7,436.00 7,524,637.46 activities Cash paid to acquire fixed assets, intangible assets and other long-term 1,141,098.00 2,868,316.09 assets Cash paid for investment Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 1,141,098.00 2,868,316.09 investing activities Net cash flows from investing activities -1,133,662.00 4,656,321.37 III. Cash Flows from Financing Activities: Cash received from capital 24 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 25,000,000.00 292,989,352.23 Cash received from issuance of bonds Other cash received relating to 52.01 25,000,000.00 financing activities Subtotal of cash inflows from financing 25,000,052.01 317,989,352.23 activities Repayment of borrowings 231,018,556.99 370,316,902.32 Cash paid for interest expenses and 55,880,136.69 58,321,427.21 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from 286,898,693.68 428,638,329.53 financing activities Net cash flows from financing activities -261,898,641.67 -110,648,977.30 IV. Effect of foreign exchange rate 70,175.96 -311,776.15 changes on cash and cash equivalents V. Net increase in cash and cash -25,168,772.21 -118,616,676.33 equivalents Add: Opening balance of cash and 519,284,372.44 463,713,702.77 cash equivalents VI. Closing balance of cash and cash 494,115,600.23 345,097,026.44 equivalents Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Tang Xiaoping Chief of the accounting division: Qiao Yanjun 8. Cash flow statement of the Company for Jan.-Sept. 2014 Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2014 Jan.-Sept. 2013 25 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. I. Cash flows from operating activities: Cash received from sale of 411,093,154.04 898,487,340.22 commodities and rendering of service Tax refunds received Other cash received relating to 99,596,412.49 85,583,854.13 operating activities Subtotal of cash inflows from operating 510,689,566.53 984,071,194.35 activities Cash paid for goods and services 149,793,173.90 468,167,038.09 Cash paid to and for employees 27,955,272.52 27,082,382.25 Various taxes paid 172,072,058.31 36,863,142.63 Other cash payment relating to 8,008,255.14 244,001,605.68 operating activities Subtotal of cash outflows from 357,828,759.87 776,114,168.65 operating activities Net cash flows from operating activities 152,860,806.66 207,957,025.70 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 816,296.00 2,067,052.09 assets Cash paid for investment 30,000,000.00 Net cash paid to acquire subsidiaries 0.00 and other business units Other cash payments relating to 0.00 investing activities 26 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Subtotal of cash outflows from 816,296.00 32,067,052.09 investing activities Net cash flows from investing activities -816,296.00 -32,067,052.09 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 240,000,000.00 Cash received from issuance of bonds Other cash received relating to 52.01 25,000,000.00 financing activities Subtotal of cash inflows from financing 52.01 265,000,000.00 activities Repayment of borrowings 211,018,556.99 344,316,902.32 Cash paid for interest expenses and 42,403,589.79 46,553,882.32 distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from 253,422,146.78 390,870,784.64 financing activities Net cash flows from financing activities -253,422,094.77 -125,870,784.64 IV. Effect of foreign exchange rate 102.12 -477.47 changes on cash and cash equivalents V. Net increase in cash and cash -101,377,481.99 50,018,711.50 equivalents Add: Opening balance of cash and 362,953,152.47 190,825,250.83 cash equivalents VI. Closing balance of cash and cash 261,575,670.48 240,843,962.33 equivalents Legal representative: Zhou Jianguo Person-in-charge of the accounting work: Tang Xiaoping Chief of the accounting division: Qiao Yanjun II. Audit report Is this report audited? □ Yes √ No 27 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. This report is not audited. 28