2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 2015 Semi-annual Report 2015-020 August 2015 1 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section I. Important Reminders, Contents & Definitions 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 director, all the other directors attended in person the board session for reviewing this report. Reason for not attending in Name Office title Proxy person Song Botong Independent Director Personal reason Liu Quanmin The Company’s profit distribution preplan upon the review and approval by this board meeting: Based on the Company’s total shares of 1,011,660,000 as at 30 June 2015, a cash dividend of RMB 1.30 (tax included) and 0 bonus shares (tax included) will be distributed to all the shareholders for every 10 shares they hold, and no capital reserves will be turned 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. 2 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Contents 2015 Semi-annual Report ............................................................................................................. 1 Section I. Important Reminders, Contents & Definitions ........................................................... 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. Changes in Shares & Particulars about Shareholders ........................................... 25 Section VII. Preference Shares ................................................................................................... 30 Section VIII. Directors, Supervisors & Senior Management Staff............................................ 31 Section IX. Financial Report ...................................................................................................... 32 Section X. Documents Available for Reference .......................................................................... 33 3 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Definitions Refers Short form Definition to Refers Shenzhen Special Economic Zone Real Estate & Properties Company, the Company, the Group to (Group) Co., Ltd. Refers The holding company Shenzhen Investment Holdings Co., Ltd. to 4 2015 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 abbreviation after --- change (if any) Stock exchange listed Shenzhen Stock Exchange with Chinese name of the 深圳经济特区房地产(集团)股份有限公司 Company Abbr. of the Chinese name of the Company (if 深房集团 any) English name of the ShenZhen Special Economic Zone Real Estate&Properties (Group) Co., Ltd. Company (if any) Abbr. of the English name SPG of the Company (if any) Legal representative of Zhou Jianguo the Company II. Contact information Company Secretary Securities Affairs Representative Name Mr. Chen Ji Mr. Luo Yi 47/F, SPG Plaza, Renmin South 47/F, SPG Plaza, Renmin South Contact address Road, Shenzhen, Guangdong Road, Shenzhen, Guangdong Province, P.R.China Province, 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 2014 Annual Report. 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 5 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. said information can be found in the 2014 Annual Report. 3. Changes in 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 2014 Annual Report. 6 2015 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) 1,147,552,773.96 573,074,359.31 100.25% Net profit attributable to shareholders of the Company (RMB 186,407,824.38 34,732,376.73 436.70% Yuan) Net profit attributable to shareholders of the Company after 186,128,156.90 34,449,556.67 440.29% extraordinary gains and losses (RMB Yuan) Net cash flows from operating 455,886,943.95 200,024,750.32 127.92% activities (RMB Yuan) Basic EPS (RMB Yuan/share) 0.1843 0.0343 437.32% Diluted EPS (RMB Yuan/share) 0.1843 0.0343 437.32% Weighted average ROE (%) 8.27% 1.85% 6.42% As at the end of the As at the end of last +/- (%) reporting period year Total assets (RMB Yuan) 4,462,555,955.87 4,375,098,314.05 2.00% Net assets attributable to shareholders of the Company (RMB 2,348,046,022.96 2,161,537,401.78 8.63% 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 Net assets attributable to shareholders of the Company the Company Same period of last Reporting period Closing amount Opening amount year According to Chinese 186,407,824.38 34,732,376.73 2,348,046,022.96 2,161,537,401.78 accounting standards Items and amounts adjusted according to international accounting standards According to international 186,407,824.38 34,732,376.73 2,348,046,022.96 2,161,537,401.78 accounting standards 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards √Applicable □ Inapplicable 7 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Unit: RMB Yuan Net profit attributable to shareholders of Net assets attributable to shareholders of the Company the Company Same period of last Reporting period Closing amount Opening amount year According to Chinese 186,407,824.38 34,732,376.73 2,348,046,022.96 2,161,537,401.78 accounting standards Items and amounts adjusted according to overseas accounting standards According to overseas 186,407,824.38 34,732,376.73 2,348,046,022.96 2,161,537,401.78 accounting standards 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 offset part of asset impairment -10,037.32 provisions) Non-operating income and expenses other than the 392,927.29 Metro compensation above Less: Income tax effects 103,222.49 Total 279,667.48 -- 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. 8 2015 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 reporting period, the real estate market was weak at first and became strong afterwar ds. The second quarter started to see clear signs of recovery such as the surging trading vo lumes and prices at the first-tier cities. In face of this complicated situation, we adhered to the general guideline and work plans that we had set at the beginning of the year, closely following market movements, adjusting our marketing strategy in a timely manner and acc elerating project development. As a result, all the operation and management work proceede d smoothly, and objectives were fulfilled. II. Main business analysis YoY movements in major financial data: Unit: RMB Yuan Same period of Reporting period YoY +/-% Main reasons for movement last year 1,147,552,773.9 The carried-over sales income from the real Operating revenues 573,074,359.31 100.25% 6 estate business increased. The carried-over sales cost from the real Operating costs 697,645,876.15 432,807,763.70 61.19% estate business increased. The sales agency fees and commissions Selling expenses 17,246,176.75 14,246,226.29 21.06% increased. Administrative 28,705,983.90 25,596,729.20 12.15% expenses Main real estate projects were completed and Financial expenses 24,955,931.85 9,826,406.41 153.97% accepted upon check and the relevant interest capitalization ceased. Income tax expenses 63,426,291.44 15,333,005.11 313.66% Total profits increased. The cash received from sale of goods and Net cash flows from 455,886,943.95 200,024,750.32 127.92% rendering of services increased while the cash operating activities paid for goods and services decreased. Net cash flows from -972,035.99 -1,175,815.00 17.33% investing activities Net cash flows from -167,205,928.6 -158,399,191.80 5.27% financing activities 1 Net increase in cash The net cash flows from operating activities 296,509,736.30 31,721,528.78 834.73% and cash equivalents increased. Major changes in the profit structure or sources of the Company during the reporting period: □ Applicable √ Inapplicable No such cases in the reporting period. 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 No such cases in the reporting period. Review the progress of any previously disclosed business plan in the reporting period: 9 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. For the reporting period, the Company achieved operating revenues of RMB 1,147.55 million, up 100.25% from the same period of last year; operating profits of RMB 249.45 million, up 401.82% on the year-on-year basis; total profits of RMB 249.83 million, up 398.81% on the year-on-year basis; and net profits attributable to shareholders of the Company of RMB 186.41 million, representing a year-on-year increase of 436.70%. This is mainly because our real estate sales were higher than expected and our first to fifth floors of Wenjin Warehouse were transferred in a public sale. III. Breakdown of main business Unit: RMB Yuan Increase/decrea Increase/decrea Increase/decrea se of operating se of gross se of operating Operating Gross profit revenue over profit rate over Operating cost cost over the revenue rate (%) the same the same same period of period of last period of last last year (%) year (%) year (%) Classified by industry: Real estate 373,731,699.6 778,325,116.00 51.98% 190.50% 129.29% 12.82% 4 288,560,669.2 274,146,245.4 Construction 5.00% 24.35% 25.16% -0.62% 9 3 Leasing 40,340,045.53 15,684,513.28 61.12% 8.09% -10.78% 8.22% Property 53,788,728.05 49,335,954.47 8.28% 9.79% 11.76% -1.61% management 1,161,014,558. 712,898,412.8 Subtotal 38.60% 98.03% 60.65% 14.28% 87 2 Offset internal 24,754,063.55 24,511,521.88 0.98% -7.49% 8.22% -14.38% transactions 1,136,260,495. 688,386,890.9 Total 39.42% 103.07% 63.47% 14.68% 32 4 Classified by product: 373,731,699.6 Housing units 778,325,116.00 51.98% 190.50% 129.29% 12.82% 4 382,689,442.8 339,166,713.1 Other products 11.37% 20.20% 20.80% -0.44% 7 8 1,161,014,558. 712,898,412.8 Subtotal 38.60% 98.03% 60.65% 14.28% 87 2 Offset internal 24,754,063.55 24,511,521.88 0.98% -7.49% 8.22% -14.38% transactions 1,136,260,495. 688,386,890.9 Total 39.42% 103.07% 63.47% 14.68% 32 4 Classified by region: Guangdong 1,121,494,711. 675,731,968.4 39.75% 91.38% 52.28% 15.47% Province 98 7 Other regions 39,256,306.71 37,166,444.35 5.32% in China Overseas 263,540.18 100.00% -12.29% 0.00% 1,161,014,558. 712,898,412.8 Subtotal 38.60% 98.03% 60.65% 14.28% 87 2 Offset internal 24,754,063.55 24,511,521.88 0.98% -7.49% 8.22% -14.38% transactions Total 1,136,260,495. 688,386,890.9 39.42% 103.07% 63.47% 14.68% 10 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 32 4 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, our fundamentals have kept improving. In our main business of real estate development, planning, construction, cost control, marketing capability and brand image have been effectively improved. Upon years of development and accumulation in Shenzhen and Shantou, our development control models in Shenzhen and other regions have grown more mature. Our control capability, professionalism and brand effect continue to improve. With a sound financial basis, controllable risks and ample cash, our sustained, healthy development is ensured. 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 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. (4) Shareholdings in other listed companies □ Applicable √ Inapplicable There was no such situation of the Company in the reporting period. 2. Wealth management entrustment, derivative investments and entrustment loans (1) Wealth management entrustment □ Applicable √ Inapplicable There was no such situation of the Company in the reporting period. 11 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (2) Derivative investments □ Applicable √ Inapplicable There was no such situation of the Company in the reporting period. (3) Entrustment loans □ Applicable √ Inapplicable There was no such situation of the Company in the reporting period. 3. Use of raised funds □ Applicable √ Inapplicable There was no such situation of the Company in the reporting period. 4. Analysis to main subsidiaries and stock-participating companies √ Applicable □ Inapplicable Main subsidiaries and stock-participating companies: Unit: RMB Yuan Main Company Company Registere Total Operating Operatin Industry products/s Net assets Net profit name variety d capital assets revenues g profit ervices Shenzhen Subsidiar Hotel RMB 30 43,316,14 36,943,97 14,038,76 1,457,72 1,267,784.5 Petrel Hotel Service y Service million 2.61 9.47 9.43 0.41 5 Co., Ltd. Shenzhen Property RMB Property Subsidiar 69,333,58 16,432,78 56,560,79 54,720.6 Service managem 7.25 31,415.93 Management y 8.03 2.42 6.27 5 ent million Co., Ltd. Fixing Shenzhen and Zhentong Subsidiar RMB 10 274,718,6 16,599,80 289,818,9 1,649,09 1,359,013.3 Service maintenan Engineering y million 65.68 8.72 72.75 4.50 1 ce of Co., Ltd. projects Shenzhen Constructi Huazhan Subsidiar on RMB 8 7,559,788 6,808,545 105,200.0 -1,480,1 -1,496,332. Construction Service y supervisio million .99 .68 0 17.19 55 Supervision n Co., Ltd. Shenzhen SPG RMB Subsidiar 17,159,39 12,851,47 2,219,944 565,298. Mini-bus Service 10.29 423,973.68 y 7.59 6.07 .62 24 Rent Co., Rent of million Ltd. mini-bus Investmen Investmen Xin Feng Subsidiar t t, HKD 1 337,635,6 36,586,55 30,123,90 823,759. Real Estate 118,648.23 y manageme managem million 85.58 3.47 0.00 17 Co., Ltd. nt ent Great Wall Subsidiar Developm USD 0.5 17,830,54 -76,793,1 263,540.1 -8,658.4 Real estate -8,658.47 Estate Co., y ent of real million 0.85 93.76 8 7 12 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Inc. (U.S.) estate Investmen Investmen Xin Feng Subsidiar t t and HKD 1 161,716,7 -391,742, 124,500.0 -780,26 Enterprise -782,751.14 y manageme managem million 70.97 078.57 0 7.53 Co., Ltd. nt ent Shenzhen SPG Developm Subsidiar RMB 30 873,506,3 46,470,91 250,459,4 66,940,5 50,288,889. Longgang Real estate ent of real y million 97.60 2.99 70.00 48.03 70 Development estate Co., Ltd. Shantou Huafeng Real Developm Subsidiar RMB 30 353,429,2 13,755,20 -6,441,0 -4,518,498. Estate Real estate ent of real y million 72.51 0.63 16.16 80 Development estate Co., Ltd. 5. Significant projects invested with non-raised funds √ Applicable □ Inapplicable Unit: RMB Ten thousand Yuan Cumulative Disclosu Disclosur Total planed Input for this actual input as Project Project name Project earnings re date e index investment period at the progress (if any) (if any) period-end Accumulative carried forward SPG Chuanqi 254,545 8,321 241,517 100.00% sales revenue of Hill RMB 1973.32 million Accumulative carried forward SPG Shanglin 140,000 6,985 95,696 sales revenue of the Garden north area of RMB 976.93 million Accumulative Shantou carried forward Yuejing 15,000 199 18,376 100.00% sales revenue of Dongfang RMB 148.89 million Shantou Jingzaiwan 119,400 2,080 34,496 Project Total 528,945 17,585 390,085 -- -- -- -- VI. Predict the operating results of Jan.-Sep. 2015 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 13 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Jan.- Sep. Jan.-Sep. 2014 +/- 2013 Predicted accumulative net profit (RMB Ten 21,000 -- 23,800 5,700 Increase 268.42% -- 317.54% thousand) Basic EPS (RMB 0.208 -- 0.235 0.056 Increase 271.43% -- 319.64% Yuan/share) The main reason was the sales of the real estate projects of the Company exceeded Explanation about the the expectation and the 1st to 5th Floor of the Wenjing warehouse had been sold predictions publicly. 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 Number of bonus shares (Bonus shares) 0 per 10 shares Number of dividends (RMB) (taxes 1.30 included) per 10 shares Equity base (Shares) in distribution plan 1,011,660,000 Total cash dividends (RMB) (taxes 131,515,800.00 included) Distributable profit (RMB) 159,248,051.44 Proportion of cash dividend among total 100.00% profit distribution (%) Cash dividend policy: If the develop phase of the Company was the mature period without any significant capital expenditures arrangement, the proportion of the cash dividend of the profits distribution should reach at least 80% when executing the profits distribution. Details of profit distribution or capital reserve capitalization plan After the review of the 26th Session of the 7th Board of Directors on 28 Aug. 2015, the preplan for the Y2015 semi-annual profits distribution and turning capital reserve into share capital was: Based on the Company’s total 14 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. shares of 1,011,660,000 as at 30 June 2015, a cash dividend of RMB 1.30 (tax included) and 0 bonus shares (tax included) will be distributed to all the shareholders for every 10 shares they hold, and no capital reserves will be turned into share capital. The above events needed to be approved after submitted to the Annual General Meeting. 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 Inquire of the situation such as the development progress Individual of the projects and the 22 Jan. 2015 Office By telephone Individual investor number of the shareholders of the Company, didn’t offer written materials Inquire of the appointed disclosure time of the annual report and the Individual 16 Mar. 2015 Office By telephone Individual number of the investor shareholders of the Company, didn’t offer written materials Inquire of the situation of the progress of the Individual state-owned assets 27 Apr. 2015 Office By telephone Individual investor reform of state-owned enterprises, didn’t offer written materials Inquire of the situation of the progress of the Individual projects development 15 May 2015 Office By telephone Individual investor and the sales of the Company, didn’t offer written materials Inquire of the operating situation of the first half year of the Company Individual and the progress of the 29 Jun. 2015 Office By telephone Individual investor state-owned assets reform of state-owned enterprises, didn’t offer written materials 15 2015 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. Lawsuits Significant lawsuit or arbitration √ Applicable □ Inapplicable Involved amount Projected Date of Basic (RMB Execution of Disclosure liability Progress Ruling and influence disclosur information Ten ruling index or not e Thousan d Yuan) Xi’an Project ① Business Tourism The applicant www.cnin Lawsuit (For Company had to pay for has received 28 Mar. fo.com.cn In details, see 2,100 No RMB 15.20 Text of execution the compensation RMB 2015 “Note 36,620 thousand and the million. Now the 2014 VII”—“Conting relevant interest (from 14 Business Annual 16 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. ent Sept. 1998 to the payment Tourism Report Events”—“1. day) to Xi’an Fresh Peak Company has Contingent Company within one no executable liabilities due to month after the judgment properties and pending entering into force. If the Xi’an Joint lawsuits or Business Tourism Commission arbitrations, as Company failed to pay in on Commerce well as the time, it had to pay double has been financial debt interests to Xi’an refusing to influence Fresh Peak Company for execute the thereof”.) the overdue period; ② ruling. It is Xi’an Joint Commission difficult to on Commerce had jointly recover the and severally obligation of rest. the interests of the compensation; . ③ Business Tourism Company shall bear RMB 227,500 of the acceptance fee and the security fee. Luofu Hill project Lawsuit ① Luofu Hill Tourism (For details, see Because the Company has paid back “Note state-owned RMB 9.6 million; ② VII”—“Conting land resource Luofushan Administration administratio www.cnin ent Committee had to n cannot work fo.com.cn Events”—“1. Contingent In undertake one third of the out the 28 Mar. Text of 960 No liabilities due to execution debts which Luofushan planning key 2015 the 2014 Tourism was unable to points for the Annual pending lawsuits or repay; ③ Luofu Hill sealed Report arbitrations, as Tourism Company shall land, the land well as the bear RMB 167,700 of the cannot be financial case acceptance fee and auctioned. influence the security fee. thereof”.) Other lawsuits □ Applicable √ Inapplicable 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. 17 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 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 Pricing Settle Conten Type princip Proport ment Relate ts of Transa Relate of the le of ion in method Index d the Transa ction Date of d Relati Relatio related the same of the Market of transac related ction amount disclos transac onshi nship -party related kind of related price disclos tion -party price (RMB ure tion p transac -party transac -party ure party transac 0,000) party tion transac tions transac tion tion tion Under the The same related Contra Shenzh control party ctual en of the offered Negoti amount Bank Jianan Constr 100.00 4,051.9 Compa bid for ated of 373.22 No transfe - Group uction % 4 ny’s the price RMB r Co., control wholly 40,519, Ltd. ling subsidi 400 shareh ary older 4,051.9 Total -- -- 373.22 -- -- -- -- -- -- 4 Details about return of Inapplicable large-amount sales 18 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 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 different from Inapplicable the market price (if any) 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. 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 19 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (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 Yuan Guarantees provided by the company for external parties (excluding those for subsidiaries) Disclosur e date on Guarant Actual relevant Amount Actual ee for a Guaranteed occurrence Type of Period of Execute announce for guarantee related party date (date of guarantee guarantee d or not ment of guarantee amount party or agreement) guarantee not d amount Total actual occurred Total external guarantee amount of external line approved during the 0 0 guarantee during the reporting period (A1) reporting period (A2) Total external guarantee Total actual external line that has been approved guarantee balance at the 0 0 at the end of the reporting end of the reporting period (A3) period (A4) Guarantee provided by the Company for its subsidiaries Guarant Disclosur Actual ee for a e date of Amount Actual Guaranteed occurrence Type of Period of Execute related relevant for guarantee party date (date of guarantee guarantee d or not party or announce guarantee amount agreement) not (Yes ment or no) Shantou SEZ, Wellam FTY, Joint Building 13,000 17 Apr. 2013 13,000 liability 3 years No Yes Development guarantee Co., Ltd. Total guarantee line Total actual occurred approved for the amount of guarantee for 0 0 subsidiaries during the the subsidiaries during the reporting period (B1) reporting period (B2) Total guarantee line that 13,000 Total actual guarantee 13,000 20 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. has been approved for the balance for the subsidiaries at the end of subsidiaries at the end of the reporting period (B3) the reporting period (B4) Guarantee provided by the subsidiaries for the subsidiaries Guarant Disclosur Actual ee for a e date of Amount Actual Guaranteed occurrence Type of Period of Execute related relevant for guarantee party date (date of guarantee guarantee d or not party or announce guarantee amount agreement) not (Yes ment or no) Total guarantee line Total actual occurred approved for the amount of guarantee for 0 0 subsidiaries during the the subsidiaries during the reporting period (C1) reporting period (C2) Total guarantee line that Total actual guarantee has been approved for the balance for the 0 0 subsidiaries at the end of subsidiaries at the end of the reporting period (C3) the reporting period (C4) Total guarantee amount provided by the Company (total of the above-mentioned three kinds of guarantees) Total guarantee line Total actual occurred approved during the amount of guarantee 0 0 reporting period during the reporting (A1+B1+C1) period (A2+B2+C2) Total guarantee line that has Total actual guarantee been approved at the end of balance at the end of the 13,000 13,000 the reporting period reporting period (A3+B3+C3) (A4+B4+C4) Proportion of total guarantee amount (A4+B4+C4) to 5.54% the net assets of the Company Of which: Amount of guarantee for shareholders, actual 0 controller and related parties (D) Amount of debt guarantee provided for the guaranteed party whose asset-liability ratio is not less 0 than 70% directly or indirectly (E) Part of the amount of the total guarantee over 50% of 0 net assets (F) Total amount of the above three guarantees (D+E+F) 0 The Company offered mortgage loan guarantees for the Explanation on possible bearing joint responsibility commercial residential building purchaser. Up to 30 Jun. of liquidation due to immature guarantee (if any) 2015, the amount of the unsettled guarantee was of RMB 298,920,000. Explanation on provision of guarantees for external parties in violation of the prescribed procedure (if Naught any) Explanation on particulars about the guarantees by complex ways: The Company offered mortgage loan guarantees for the commercial residential building purchaser. Up to 30 Jun. 2015, the amount and the term of the unsettled guarantee were as follows: Unsettled amount (RMB Ten Item Term Thousand Yuan) 25,954.00 From the issuing of the loans to the completion of the transaction of the mortgage registration of Shenzhen Properties Shanglin Garden Project contract of advance sales 21 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Shenzhen Properties Till the completion of the mortgage registration 3,938.00 Shanglin Garden Project of property ownership certificate and should summit to the bank for custody Total 29,892.00 The Company belongs to the real estate industry. As for property developer shall provide pledge loan guarantee for property purchaser in accordance of relevant regulations of People’s Band of China, currently the Company provides periodic joint guarantee for property purchaser. The guarantee term is from disbursement date to the date when the Certificate of Real Estate of the property purchaser is handled by the mortgage banker. If the home buyer mentioned above didn’t perform the debtor’s duties within the guarantee period, then the Company has the right to take back the properties sold. Therefore, the said guarantee will not cause actual loss to the Company. (1) Illegal external guarantee □ Applicable √ Inapplicable There was no particular about illegal external guarantee of the Company 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 There was no other significant transaction of the Company in the reporting period. X. 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 There was no commitment made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such commitment carried down into the reporting period. XI. Particulars about engagement and disengagement of CPAs firm Whether the semi-annual financial report had been audited? √Yes □ No Name of domestic accounting firm audited semi-annual Ruihua Certified Public Accountants LLP financial report Reward of domestic accounting firm audited semi-annual 30 financial report (RMB ten thousand Yuan) Whether change accounting firm of the audit of semi-annual financial report over last year? □ Yes √ No 22 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. XII. Punishment and Rectification □ Applicable √ Inapplicable There was no any punishment and rectification of the Company in the reporting period. XIII. Reveal of the delisting risks of illegal or violation □ Applicable √ Inapplicable There was no any delisting risk of illegal or violation of the Company in the reporting period. XIV. Explanation about other significant matters √ Applicable □ Inapplicable In 2014, according to the government plan, the land plot ratio of the Land Plot of H312-0061 of Donghu Dijing Mingyuan Project had reduced from 10.1 to 5.8, and for compensation, the first directly authority under Urban Planning Land and Resources Commission of Shenzhen Municipality issued a document that to replaced the covered area of the reduced the Land Plot of H312-0061 of Donghu Dijing Mingyuan Project to the statutory plan of No. 0.8-22 Land Plot of [Jingtian District] statutory plan. On 26 Aug. 2015, the Company and Shenzhen Tehao Group Co., Ltd. as the common assignee of land of Jingtian Project ( ZDNo. B304-0011) signed Land Transfer Contract with the first directly authority under Urban Planning Land and Resources Commission of Shenzhen Municipality, in line with the principal of equal value replacement, the Company will obtain 21,085 square meter of apartment unit area as the compensation of Donghu Dijing Mingyuan Project had reduced 25,313 square meter of covered area, the total price of the land was RMB157.1554 million of which the land of the Company was RMB 4 8.6379 million, transferred by the original land cost of Donghu Dijing Mingyuan Project,, no need additional supplementary payment. 23 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section VI. Changes in Shares and Particulars about Shareholders I. Changes in share capital Unit: Share Before this change Increase/decrease (+, -) After the change Capitaliz Issuance ation of Proporti Bonus Proporti Amount of new public Other Subtotal Amount on (%) share on (%)) shares reserve fund I. Shares subject to trading 0 0.00% 0 0 0 0 0 0 0.00% moratorium 1. State-owned shares 0 0.00% 0 0 0 0 0 0 0.00% 2. State-owned legal person 0 0.00% 0 0 0 0 0 0 0.00% shares 3. Other domestic 0 0.00% 0 0 0 0 0 0 0.00% shares Including: Shares held by 0 0.00% 0 0 0 0 0 0.00% domestic legal persons Shares held by 0 0.00% 0 0 0 0 0 0 0.00% domestic individuals 4. Shares held by 0 0.00% 0 0 0 0 0 0.00% overseas shareholders Including: Shares held by 0 0.00% 0 0 0 0 0 0 0.00% overseas legal persons Shares held by 0 0.00% 0 0 0 0 0 0 0.00% overseas individuals II. Shares not subject 1,011,66 1,011,66 100.00% 0 0 0 0 0 100.00% to trading moratorium 0,000 0,000 1. Ordinary shares 891,660, 891,660, 88.14% 0 0 0 0 0 88.14% denominated in RMB 000 000 2. Domestically listed 120,000, 120,000, 11.86% 0 0 0 0 0 11.86% foreign shares 000 000 3. Overseas 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% 1,011,66 1,011,66 III. Total of shares 100.00% 0 0 0 0 0 100.00% 0,000 0,000 Reasons for changes in share □ Applicable √ Inapplicable Approval of share changes □ Applicable √ Inapplicable Transfers in share changes □ Applicable √ Inapplicable Influence of share changes towards financial indexes in the latest year and latest period such as basic EPS and diluted EPS, and net assets per share belonging to shareholder with ordinary share 24 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. □ Applicable √ Inapplicable Other contents that the Company thinks necessary or is asked by securities regulators to be disclosed □ Applicable √ Inapplicable Explanation of the changes in the sum of the shares and the structure of the shareholders and the structure of the assets as well as the liabilities of the Company □ Applicable √ Inapplicable II. Number of shareholders and shareholding Unit: Share Total number of preferred Total number of common shareholders that had shareholders at the end of 56,504 restored the voting right at 0 the reporting period the end of the reporting period (if any) (note 8) Shareholding of common shareholders holding more than 5% shares or the top 10 of common shareholders Number Number Pledged or frozen shares Increase Number of of shares and of shares sharehol held Holding decrease held not Name of Nature of ding at subject percentag of shares subject to Status of Number of shareholder shareholder the end to e (%) during trading shares shares of the trading reporting moratoriu reportin moratori period m g period um SHENZHEN INVESTME State-owned 642,884, 642,884,2 NT 63.55% 0 corporation 262 62 HOLDINGS CO., LTD SHENZHEN Domestic TOURISM 21,847,2 -5,910,40 21,847,29 non-state-owne 2.73% ( GROUP ) 94 6 4 d corporation CO., LTD. TANG Domestic 7,152,10 0.71% 7,152,104 7,152,104 YIDAN individual 4 LIN Domestic 3,974,60 CHANGHA 0.39% 3,974,600 3,974,600 individual 0 O Domestic 3,638,40 HE QIAO 0.36% 1,445,150 3,638,400 individual 0 LING Domestic 3,322,56 0.33% 3,322,569 3,322,569 FENGYUAN individual 9 Domestic 3,145,98 LI ZIYING 0.31% 3,145,981 3,145,981 individual 1 WANG Domestic 2,780,00 0.28% 0 2,780,000 JINBO individual 0 Domestic 2,007,10 ZHANG ZI 0.19% 2,007,101 2,007,101 individual 1 ZHU Domestic 1,976,89 0.19% 1,976,894 1,976,894 QIULIAN individual 4 Strategic investors or the general legal person due to the Naught placement of new shares become the top 10 25 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. shareholders (if any) (note 3) Explanation on associated Naught relationship or/and persons Particulars about shares held by top 10 common shareholders not subject to trading moratorium Number of shares held not subject to trading Type of share Name of shareholder moratorium at the end of the period Type of share Number SHENZHEN INVESTMENT Renminbi 642,884,262 HOLDINGS CO., LTD ordinary shares SHENZHEN TOURISM Renminbi 21,847,294 (GROUP) CO., LTD. ordinary shares Renminbi Tang Yidan 7,152,104 ordinary shares Renminbi Lin Changhao 3,974,600 ordinary shares Renminbi He Qiao 3,638,400 ordinary shares Renminbi Lin Fengyuan 3,322,569 ordinary shares Renminbi Li Ziying 3,145,981 ordinary shares Renminbi Wang Jinbo 2,780,000 ordinary shares Renminbi Zhang Zi 2,007,101 ordinary shares Renminbi Zhu Qiulian 1,976,894 ordinary shares Explanation on associated relationship among the top ten shareholders of tradable share not subject to trading moratorium, as well as among Naught the top ten shareholders of tradable share not subject to trading moratorium and top ten shareholders, or explanation on acting-in-concert Shareholders taking part in Shareholders No. 2, 3, 5, 6, 9 and 10 among the top 10 shareholders participated securities margin trading (if in securities margin trading. any) (note 4) Did any top 10 common shareholders or the top 10 common shareholders not subject to trading moratorium of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No The top 10 common shareholders or the top 10 common shareholders not subject to trading moratorium of the Company had not 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 There was no any change of the controlling shareholder of the Company in the reporting period. Change of the actual controller in the reporting period □ Applicable √ Inapplicable There was no any change of the actual controller of the Company in the reporting period. 26 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. IV. Particulars on shareholding increase scheme during the reporting period proposed or implemented by the shareholders and act-in-concert persons □ Applicable √ Inapplicable Within the scope known to the Company, there was no any shareholding increase scheme during the reporting period proposed or implemented by the shareholders and act-in-concert persons. 27 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section VII. Preference Shares □ Applicable √ Inapplicable There was no any preference share of the Company during the reporting period. 28 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section VIII. Directors, Supervisors, Senior Management Staff I. Changes in shareholding of directors, supervisors and senior management staffs □ Applicable √ Inapplicable There was no change in shareholding of directors, supervisors and senior management staffs, for the specific information please refer to the 2014 Annual Report. II. Changes in directors, supervisors and senior management staffs □ Applicable √ Inapplicable There was no change in directors, supervisors and senior management staffs, for the specific information please refer to the 2014 Annual Report. 29 Section IX. Financial Report SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO., LTD. Financial Statements with Auditors’ Report For The Year Ended 30 Jun 2015 (English Translation for Reference Only) Ruihua Shen Zi [2015] No. 48400018 CONTENTS AUDITOR’S REPORT 31 AUDITED FINANCIAL STATEMENTS 1. Consolidated Balance Sheet 33 2. Consolidated Income Statement 35 3. Consolidated Cash Flow Statement 36 4. Consolidated Statement of Change in Owner’s Equity . 37 5. Balance Sheet 39 6. Income Statement 41 7. Cash Flow Statement 42 8. Statement of Change in Owner’s Equity 43 9. Notes to the Financial Statements 45 30 通讯地址:北京市东城区永定门西滨河路 8 号院 7 号楼中海地产广场西塔 3-9 层 Postal Address:3-9/F,West Tower of China Overseas Property Plaza, Building 7,NO.8,Yongdingmen Xibinhe Road, Dongcheng District, Beijing 邮政编码(Post Code):100077 电话(Tel):+86(10)88095588 传真(Fax):+86(10)88091199 Auditor’s Report Ruihua Shen Zi [2015]48400018 To The Board of Directors of SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO. Ltd.: We have audited the accompanying consolidated financial statements of SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO., Ltd. and its subsidiaries (hereinafter shall be referred as “the Group”) consisting of the company’s and the consolidated balance sheet as of Jun 30, 2015, and the consolidated income statement, cash flow statement and consolidated statement of change in owner’s equity for the year then ended, and the notes to financial statements. Management’s responsibility for the financial statements It is the responsibility of the Group’s management to prepare and present fairly the financial statements. These responsibilities include: (a) prepare the financial statement in conformity with the requirements of Accounting Standards Business Enterprises, the Accounting Regulations Business Enterprises and make true and fair presentation;(b) design, perform and maintain the internal control related to the financial statements to ensure that these financial statements are free of material misstatement, whether caused by fraud or error. Auditors’ responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with relevant rules in the Chinese Auditing Standards for the Certified Public Accountants. Those standards require that we follow the Standards of China CPA’s Professional Ethics, plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 31 An audit includes performing audit process to obtain evidence supporting the amounts and disclosures in the financial statements. Auditing procedures are based on the CPAs’ judgment, including assessing the risk of material misstatement caused by accounting fraud or errors. When assessing the risk, we consider the internal control related to the preparation of financial statements in order to select the proper auditing process. An audit also includes assessing the accounting principles used and significant estimates made by the Group, as well as evaluating the overall financial statements presentation. We believe that the evidence we obtained are appropriate and our audit provides a reasonable basis for our opinion. Audit opinion In our opinion, the financial statements of the Group present fairly, in all material respects, the Company’s and its subsidiaries’ financial position as of Jun 30, 2015 and the company’s results of operation and cash flows for the year then ended in accordance with Accounting Standards for Business Enterprises. Ruihua Certified Public Accountants Certified Public Accountants Cai Xiaodong Certified Public Accountants Beijing. China Liu Yuxiang Aug 28, 2015 32 Consolidated Balance Sheet As of 30 Jun 2015 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd Currency: RMB Yuan Item Note Closing balance Opening balance Current Assets: Monetary funds 6.1 972,681,985.33 678,957,249.03 Notes receivable 6.2 63,128,052.32 119,846,192.64 Account receivables 6.3 278,820,550.19 84,388,842.43 Prepayments 6.4 24,497,260.40 17,821,748.23 Dividends receivable 6.5 1,052,192.76 1,052,192.76 Other receivables 6.6 67,313,106.91 59,528,298.21 Inventories 6.7 2,454,418,668.41 2,796,551,656.42 Other current assets 6.8 4,857,802.46 12,436,024.40 Total current assets 3,866,769,618.78 3,770,582,204.12 Non-current assets Available- for- sale financial assets 6.9 17,464,240.74 17,464,240.74 Long-term equity investments 6.10 57,600,394.06 57,730,086.79 Investment properties 6.11 444,332,112.67 454,628,505.97 Fixed assets 6.12 50,781,809.09 54,321,296.22 Intangible assets 6.13 5,925,056.85 6,201,226.83 Long-term deferred assets 6.14 548,883.01 314,159.41 Deferred tax assets 6.15 19,133,840.67 13,856,593.97 Other non-current assets -- -- Total non-current assets 595,786,337.09 604,516,109.93 TOTAL ASSETS 4,462,555,955.87 4,375,098,314.05 33 Consolidated Balance Sheet As of 30 Jun, 2015 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Currency: RMB Yuan Item Note Closing balance Opening balance Current liabilities: Short-term loans 6.16 228,773,616.64 149,846,192.64 Notes payable 6.17 -- 2,780,000.00 Accounts payable 6.18 325,818,431.65 541,538,762.36 Deferral 6.19 366,089,386.76 144,315,921.34 Employee benefits payable 6.20 37,599,917.55 38,068,842.03 Taxes payable 6.21 116,377,414.85 96,394,993.67 Interest payables 6.22 17,691,674.58 18,716,395.18 Other payables 6.23 414,649,743.08 406,871,917.76 Non-current liabilities due within one 6.24 255,498,849.98 453,207,700.00 Total current liabilities 1,762,499,035.09 1,851,740,724.98 Non-current liabilities: Long-term loans 6.25 469,676,294.26 478,985,579.95 Long-term payables 6.26 10,891,521.49 11,267,012.97 Total non-current liabilities 480,567,815.75 490,252,592.92 Total liabilities 2,243,066,850.84 2,341,993,317.90 Owners' equity: Share capital 6.27 1,011,660,000.00 1,011,660,000.00 Capital reserve 6.28 978,244,910.11 978,244,910.11 Less: treasury shares -- -- Other comprehensive income 6.29 9,611,714.96 9,510,918.16 Surplus reserve 6.30 42,174,614.67 4,974,391.15 Undistributed profit 6.31 306,354,783.22 157,147,182.36 Total owners' equity attributable to 2,348,046,022.96 2,161,537,401.78 Minority interests -128,556,917.93 -128,432,405.63 Total owners’ equity 2,219,489,105.03 2,033,104,996.15 Total liabilities and owners’ equity 4,462,555,955.87 4,375,098,314.05 The notes to the financial statements set out on pages 15 to 124are an integral part of these financial statements Financial statements on pages 3 to page 14 signed by the following persons: Legal representative: Person in charge of accounting: Person in charge of accounting organ: 34 Consolidated Income Statement For the Period Jan-Jun, 2015 Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD Currency: RMB Yuan Amount for the Amount for the Item Note current period prior period Ⅰ. Total operating income 6.32 1,147,552,773.96 573,074,359.31 Including: Operating income 6.32 1,147,552,773.96 573,074,359.31 Ⅱ. Total operating Costs 898,325,654.29 523,365,715.86 Including: Operating costs 6.32 697,645,876.15 432,807,763.70 Business tax and surcharge 6.33 129,612,334.64 40,888,590.26 Selling expenses 6.34 17,246,176.75 14,246,226.29 Administrative expense 6.35 28,705,983.90 25,596,729.20 Financial expense 6.36 24,955,931.85 9,826,406.41 Impairment losses of assets 6.37 159,351.00 -- Add: Gains from changes in fair value ("-" means loss) -- -- Investment income ("-" means loss) 6.38 220,307.27 -- Including: Investment income from associates and joint 6.38 -129,692.73 -- venture Ⅲ. Operating profit ("-" means loss) 249,447,426.94 49,708,643.45 Add: Non-operating income 6.39 461,705.12 497,280.70 Including: Gains from disposal of non-current assets 6.39 -- 396.00 Less: Non-operating expenses 6.40 78,815.15 120,187.28 Including: Loss on disposal of non-current assets 6.40 10,037.32 1,289.90 Ⅳ .Total profit ("-" means loss) 249,830,316.91 50,085,736.87 Less: Income tax expenses 6.41 63,426,291.44 15,333,005.11 Ⅴ . Net profit ("-" means loss) 186,404,025.47 34,752,731.76 Net attributable to owners of parent company 186,407,824.38 34,732,376.73 Minority interests -3,798.91 20,355.03 Ⅵ . After-tax net of other comprehensive incomes 6.42 -19,916.59 -638,099.71 After-tax net of other comprehensive incomes owned by 100,796.80 -436,446.64 owner of the parent company (I)Other comprehensive incomes that cannot be classified -- -- into profit and loss in the future (II)Other comprehensive incomes that would be classified 100,796.80 -436,446.64 into profit and loss in the future 1.Loss and profit of change in fair value of -- -- available-for-sale financial assets 2.Loss and profit of held-to-maturity investments reclassifying -- -- into available-for-sale financial assets 3.Translation difference in the foreign currency financial 100,796.80 -436,446.64 statement Net of tax from other comprehensive incomes owned by -120,713.39 -201,653.07 minority stockholders Ⅶ . Total comprehensive income 186,384,108.88 34,114,632.05 Total comprehensive income attributable to owners of 186,508,621.18 34,295,930.09 parent company Total comprehensive income attributable to minority -124,512.30 -181,298.04 interests Ⅷ .Earnings per share Basic Earnings per share 0.1843 0.0343 Diluted Earnings per share 0.1843 0.0343 The notes to the financial statements set out on pages 15 to 124are an integral part of these financial statements Financial statements on pages 3 to page 14 signed by the following persons: Legal representative: Person in charge of accounting: Person in charge of accounting organ: 35 Consolidated Cash Flow Statement For the Period Jan-Jun, 2015 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Currency: RMB Yuan Items Note Amount for the Amount for the current period prior period Ⅰ. Cash Flow from Operating Activities: Cash received from sales of goods or rendering of services 1,218,726,341.94 1,025,937,501.10 Refund of taxes and levies -- -- Cash received relating to other operating activities 6.43(1) 42,960,988.66 60,340,341.96 Sub-total of Cash Inflows 1,261,687,330.60 1,086,277,843.06 Cash paid for goods and services 516,009,709.17 570,363,865.11 Cash paid to and on behalf of employees 65,846,388.78 60,459,958.74 Cash paid on taxes and levies 161,674,127.90 183,766,305.94 Cash paid relating to other operating activities 6.43(2) 62,270,160.80 71,662,962.95 Sub-total of Cash Outflows 805,800,386.65 886,253,092.74 Net Cash Flows from Operating Activities 455,886,943.95 200,024,750.32 Ⅱ. Cash Flows from Investing Activities: Cash received from return of investments -- -- Cash received investing income 350,000.00 -- Net cash received from disposal of fixed assets, intangible assets and other long assets" 1,250.00 6,196.00 Net cash flows from disposal subsidiary and other operating --- unite -- Other cash received relating to investing activities -- -- Sub-total of Cash Inflows 351,250.00 6,196.00 Cash paid to acquire fixed assets, intangible assets and other long assets 1,323,285.99 1,182,011.00 Cash paid on investments -- -- Net cash paid on obtain subsidiary and other operating unite -- -- Cash paid on other investing activities -- -- Sub-total of Cash Outflows 1,323,285.99 1,182,011.00 Net Cash Flows from Investing Activities -972,035.99 1,175,815.00 Ⅲ. Cash flow from Financing Activities Cash received from investments -- -- Including: Cash received from investments by minority -- -- interests of subsidiaries Cash received from borrowing 304,034,573.83 15,000,000.00 Cash received from issuing bonds -- -- Other cash received relating to Financing activities 6.43(3) 2,785,000.00 -- Sub-total of Cash Inflows 306,819,573.83 15,000,000.00 Cash repayments on borrowed amounts 435,169,815.38 143,987,897.28 Cash payments for distribution of dividends or profits 30,048,950.25 38,218,031.33 Including: Dividends or profit paid to minority interests of subsidiaries -- -- Cash payments on other financing activities -- -- Sub-total of cash Outflows 465,218,765.63 182,205,928.61 Net cash flows from financing activities 158,399,191.80 -167,205,928.61 Ⅳ. Effect of foreign exchange rate on cash -5,979.86 78,522.07 Ⅴ. Net increase in cash and cash equivalents 296,509,736.30 31,721,528.78 Add: cash equivalents at the beginning of the period 670,119,849.03 519,284,372.44 Ⅵ. Cash equivalents at the end of the period 966,629,585.33 551,005,901.22 The notes to the financial statements set out on pages 15 to 124 are an integral part of these financial statements Financial statements on pages 3 to page 14 signed by the following persons: Legal representative: Person in charge of accounting: Person in charge of accounting organ: 36 CONSOLIDATED STATEMENT OF CHANGE IN OWNER'S EQUITY For the Jan-Jun 2015 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Currency: RMB Yuan Attribute to the equity of parent company Less: Other General Minority Total owners' Items Capital Special Surplus Undistributed Share capital Treasury comprehensive risk interests equity reserve reserve reserve profit shares income provision I. Balance at the end of last period 1,011,660,000.00 978,244,910.11 -- 9,510,918.16 -- 4,974,391.15 -- 157,147,182.36 -128,432,405.63 2,033,104,996.15 Add: Changes of accounting policies -- -- -- -- -- -- -- -- -- -- Prior year adjustments -- -- -- -- -- -- -- -- -- -- Corporate combination under common control -- -- -- -- -- -- -- -- -- -- Others -- -- -- -- -- -- -- -- -- -- II. Balance at the Beginning of the Year 1,011,660,000.00 978,244,910.11 -- 9,510,918.16 -- 4,974,391.15 -- 157,147,182.36 -128,432,405.63 2,033,104,996.15 III.Increase/Decrease movements in this Year ("-" means loss) -- -- -- 100,796.80 -- 37,200,223.52 -- 149,207,600.86 -124,512.30 186,384,108.88 (I) Total comprehensive income -- -- -- 100,796.80 -- -- -- 186,407,824.38 -124,512.30 186,384,108.88 (II) Capital paid in and reduced by the shareholders -- -- -- -- -- -- -- -- -- -- 1.Ordinary shares invested by shareholders -- -- -- -- -- -- -- -- -- -- 2.Capital invested by the other equity investments holders -- -- -- -- -- -- -- -- -- -- 3.Amounts of share-based payments recognized in shareholders’ equity -- -- -- -- -- -- -- -- -- -- 4.Others -- -- -- -- -- -- -- -- -- -- (III) Profit distribution -- -- -- -- -- 37,200,223.52 -- -37,200,223.52 -- -- (IV)Internal carry-forward of shareholders’ equity -- -- -- -- -- -- -- -- -- -- (V) Special Reserve -- -- -- -- -- -- -- -- -- -- (VI) Others -- -- -- -- -- -- -- -- -- -- IV. Balance at the end of the period 1,011,660,000.00 978,244,910.11 -- 9,611,714.96 -- 42,174,614.67 -- 306,354,783.22 -128,556,917.93 2,219,489,105.03 The notes to the financial statements set out on pages 15 to 124 are an integral part of these financial statements Financial statements on pages 3 to page 14 signed by the following persons: Legal representative: Person in charge of accounting: Person in charge of accounting organ: 37 CONSOLIDATED STATEMENT OF CHANGES IN OWNER'S EQUITY For the Period Jan-Jun, 2014 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Currency: RMB Yuan Attribute to the equity of parent company Less: Other General Minority Total owners' Items Capital Surplus Special Undistributed Share capital Treasury comprehensive risk interests equity reserve reserve reserve profit shares income provision I. Balance at the end of last period 1,011,660,000.00 978,244,858.10 -- 9,354,020.21 4,974,391.15 -- -- -140,886,134.13 -128,342,500.32 1,735,004,635.01 Add: Changes of accounting policies -- -- -- -- -- -- -- -- -- -- Prior year adjustments -- -- -- -- -- -- -- -- -- -- Corporate combination under common -- -- -- -- -- -- -- -- -- -- control Others -- -- -- -- -- -- -- -- -- -- II. Balance at the Beginning of the 1,011,660,000.00 978,244,858.10 -- 9,354,020.21 4,974,391.15 -- -- -140,886,134.13 -128,342,500.32 1,735,004,635.01 Year III. Increase/Decrease movements in -- -- -- -436,446.64 -- -- -- 34,732,376.73 -181,298.04 34,114,632.05 this Year ("-" means loss) (I) Total comprehensive income -- -- -- -436,446.64 -- -- -- 34,732,376.73 -181,298.04 34,114,632.05 (II) Capital paid in and reduced by the -- -- -- -- -- -- -- -- -- -- shareholders 1.Ordinary shares invested by -- -- -- -- -- -- -- -- -- -- shareholders 2.Capital invested by the other -- -- -- -- -- -- -- -- -- -- equity investments holders 3.Amounts of share-based payments recognized in shareholders’ -- -- -- -- -- -- -- -- -- -- equity 4.Others -- -- -- -- -- -- -- -- -- -- (III) Profit distribution -- -- -- -- -- -- -- -- -- -- (IV)Internal carry-forward of -- -- -- -- -- -- -- -- -- -- shareholders’ equity (V) Special Reserve -- -- -- -- -- -- -- -- -- -- (VI) Others -- -- -- -- -- -- -- -- -- -- IV. Balance at the end of the period 1,011,660,000.00 978,244,858.10 -- 8,917,573.57 4,974,391.15 -- -- 106,153,757.40 128,523,798.36 1,769,119,267.06 The notes to the financial statements set out on pages 15 to 124 are an integral part of these financial statements Financial statements on pages 3 to page 14 signed by the following persons: Legal representative: Person in charge of accounting: Person in charge of accounting organ: 38 Balance Sheet As of 30 June 2015 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Currency: RMB Yuan Item Note Closing balance Opening balance Current assets Monetary funds 702,494,087.33 332,170,340.34 Accounts receivable 14.1 110,667,735.36 39,403,575.24 Prepayments -- 69,000.00 Dividends receivable 140,763,284.58 -- Other receivables 14.2 702,135,639.18 675,944,666.16 Inventories 1,203,010,008.87 1,481,149,880.16 Other current assets -- 7,961,089.71 Total current assets 2,859,070,755.32 2,536,698,551.61 Non-current Assets: Available-for-sale financial assets 12,000,000.00 12,000,000.00 Long-term equity investments 14.3 316,235,349.40 316,365,042.13 Investment properties 388,708,873.55 398,040,383.57 Fixed assets 29,936,013.91 31,477,401.72 Intangible assets 843,866.85 1,031,266.83 Long-term deferred assets 389,950.65 76,395.75 Deferred tax assets 4,298,737.32 850,769.96 Other non-current assets -- -- Total non-current assets 752,412,791.68 759,841,259.96 Total Assets 3,611,483,547.00 3,296,539,811.57 39 Balance Sheet (Continued) As of 30 June 2015 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Currency: RMB Yuan LIABILITIES AND OWNERS' EQUITY Note Closing balance Opening balance Current liabilities: Short-term loans 50,000,000.00 -- Account payable 86,287,058.66 225,934,147.53 Deferral 183,119,800.60 36,334,967.00 Employee benefits payable 14,721,731.29 13,613,754.45 Taxes payable 91,486,462.72 48,212,677.31 Interest payable 17,590,199.58 18,328,034.07 Other payables 369,245,312.65 390,836,659.90 Non-current liability due within one year 162,509,497.75 253,207,700.00 Other current liability -- -- Total current liabilities 974,960,063.25 986,467,940.26 Non-current liabilities: Long-term loans 469,676,294.26 445,996,227.72 Total non-current liabilities 469,676,294.26 445,996,227.72 Total liabilities 1,444,636,357.51 1,432,464,167.98 Owners' equity: Share capital 1,011,660,000.00 1,011,660,000.00 Capital reserve 978,244,910.11 978,244,910.11 Surplus reserve 17,694,227.94 -- Undistributed profit -125,829,266.52 159,248,051.44 Total owners' equity attributable to 2,166,847,189.49 1,864,075,643.59 parent company Total liabilities and owners' equity 3,611,483,547.00 3,296,539,811.57 The notes to the financial statements set out on pages 15 to 124are an integral part of these financial statements Financial statements on pages 3 to page 14 signed by the following persons: Legal representative: Person in charge of accounting: Person in charge of accounting organ: 40 Income Statement For the Period Jan-Jun, 2015 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Currency: RMB Yuan Amount for the current Amount for the prior Item Note period period I. Total operating income 14.4 528,924,692.46 264,492,668.99 Less: Operating cost 14.4 240,739,406.51 161,104,051.82 Business tax and surcharge 74,580,945.46 23,639,301.67 Selling expenses 7,752,938.18 5,645,238.88 Administrative expense 14,842,903.00 12,152,575.51 Financial expense 4,376,058.31 8,406,916.10 Impairment losses of assets 159,351.00 -- Add: Gain from changes in fair value ("-" means loss) -- -- Investment income ("-" means loss) 14.5 163,042,176.21 -- Including: Investment income from associates 14.5 -129,692.73 -- and joint venture II. Operating profit ("-" means loss) 349,515,266.21 53,544,585.01 Add: Non-operating income 43,669.98 4,000.00 Including: gains from disposal of non-current -- -- assets Less: Non-operating expenses 30,000.00 39,000.00 Including: Loss from disposal of non-current -- -- assets III. Total profit ("-" means loss) 349,528,936.19 53,509,585.01 Less: Income tax expenses 46,757,390.29 13,549,730.97 IV.Net profit ("-" means loss) 302,771,545.90 39,959,854.04 V. Other comprehensive income -- -- VI. Total comprehensive income 302,771,545.90 39,959,854.04 The notes to the financial statements set out on pages 15 to 124 are an integral part of these financial statements Financial statements on pages 3 to page 14 signed by the following persons: Legal representative: Person in charge of accounting: Person in charge of accounting organ: 41 Cash Flow Statement For the period Jan-Jun, 2015 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Currency: RMB Yuan Amount for the current Amount for the prior Item Note period period Ⅰ. Cash Flow from Operating Activities: Cash received from sales of goods or rendering of 604,452,678.51 267,401,244.93 servicesof taxes and levies Refund -- -- Cash received relating to other operating activities 7,833,744.75 64,407,589.38 Sub-total of cash inflows 612,286,423.26 331,808,834.31 Cash paid for goods and services 90,969,965.24 109,365,965.55 Cash paid to and on behalf of employees 13,980,926.01 16,400,793.26 Cash paid on taxes and levies 80,813,643.06 130,295,350.06 Cash paid relating to other operating activities 17,662,196.35 6,007,210.58 Sub-total of Cash Outflows 203,426,730.66 262,069,319.45 Net Cash Flows from Operating Activities 408,859,692.60 69,739,514.86 Ⅱ. Cash Flows from Investing Activities: Cash received from return of investments -- -- Cash received investing income 350,000.00 -- Net cash received from disposal of fixed assets, -- -- intangible assets and other long assets Other cash received relating to investing activities 7,270,611.12 -- Sub-total of Cash Inflows 7,620,611.12 -- Cash paid to acquire fixed assets, intangible assets and 11,050.00 807,797.00 other long assets Cash paid on investments 7,500,000.00 -- Cash paid on other investing activities -- -- Sub-total of cash outflows 7,511,050.00 807,797.00 Net Cash Flows from Investing Activities 109,561.12 -807,797.00 Ⅲ. Cash flow from Financing Activities Cash received from investments -- -- Cash received from borrowing 200,000,000.00 -- Cash received from issuing bonds -- -- Cash received from other financing activities -- -- Sub-total of cash inflows 200,000,000.00 -- Cash repayments on borrowed amounts 217,018,135.71 133,987,897.28 Cash payments for distribution of dividends or profits 21,627,377.85 29,332,752.00 Cash payments on other financing activities -- -- Sub-total of cash Outflows 238,645,513.56 163,320,649.28 Net cash flows from financing activities -38,645,513.56 -163,320,649.28 Ⅳ. Effect of foreign exchange rate on cash 6.83 109.99 Ⅴ.Net increase in cash and cash equivalents 370,323,746.99 -94,388,821.43 Add: cash equivalents at the beginning of the period 326,170,340.34 356,953,152.47 Ⅵ. Cash equivalents at the end of the period 696,494,087.33 262,564,331.04 The notes to the financial statements set out on pages 15 to 124 are an integral part of these financial statements Financial statements on pages 3 to page 14 signed by the following persons: Legal representative: Person in charge of accounting: Person in charge of accounting organ: 42 Statement of Changes in Owners’ Equity For the period Jan-Jun, 2015 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Currency: RMB Yuan Attribute to the equity of parent company Less: Other Total owners' Items Capital Surplus General risk Undistributed Share capital Treasury comprehensive equity reserve reserve provision profit shares income I. Balance at the End of Last Period 1,011,660,000.00 978,244,910.11 -- -- -- -- -125,829,266.52 1,864,075,643.59 Add: Changes of accounting policies -- -- -- -- -- -- -- -- Prior year adjustments -- -- -- -- -- -- -- -- Corporate combination under common control -- -- -- -- -- -- -- -- Others -- -- -- -- -- -- -- -- II. Balance at the Beginning of the Year 1,011,660,000.00 978,244,910.11 -- -- -- -- -125,829,266.52 1,864,075,643.59 III. Increase/Decrease movements in this Year ("-" means loss) -- -- -- -- 17,694,227.94 -- 285,077,317.96 302,771,545.90 (I) Total comprehensive income -- -- -- -- -- -- 302,771,545.90 302,771,545.90 (II) Capital paid in and reduced by the shareholders -- -- -- -- -- -- -- -- 1.Ordinary shares invested by shareholders -- -- -- -- -- -- -- -- 2.Capital invested by the other equity investments holders -- -- -- -- -- -- -- -- 3.Amounts of share-based payments recognized in shareholders’ -- -- -- -- -- -- -- -- equity 4.Others -- -- -- -- -- -- -- -- (III) Profit distribution -- -- -- -- 17,694,227.94 -- -17,694,227.94 -- (IV)Internal carry-forward of shareholders’ equity -- -- -- -- -- -- -- -- (V) Special Reserve -- -- -- -- -- -- -- -- (VI) Others -- -- -- -- -- -- -- -- IV. Balance at the end of the period 1,011,660,000.00 978,244,910.11 -- -- 17,694,227.94 -- 159,248,051.44 2,166,847,189.49 The notes to the financial statements set out on pages 15 to 124 are an integral part of these financial statements Financial statements on pages 3 to page 14 signed by the following persons: Legal representative: Person in charge of accounting: Person in charge of accounting organ: 43 Statement of Changes in Owners’ Equity For the period Jan-Jun, 2014 Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Currency: RMB Yuan Attribute to the equity of parent company Other General Total owners' Items Less: Treasury Surplus Undistributed Share capital Capital reserve comprehensive risk equity shares reserve profit income provision I. Balance at the End of Last Period 1,011,660,000.00 978,244,858.10 -- -- -- -- -564,028,429.22 1,425,876,428.88 Add: Changes of accounting policies -- -- -- -- -- -- -- -- Prior year adjustments -- -- -- -- -- -- -- -- Corporate combination under common control -- -- -- -- -- -- -- -- Others -- -- -- -- -- -- -- -- II. Balance at the Beginning of the Year 1,011,660,000.00 978,244,858.10 -- -- -- -- -564,028,429.22 1,425,876,428.88 III. Increase/Decrease movements in this Year ("-" -- -- -- -- -- -- 39,959,854.04 39,959,854.04 means loss) (I) Total comprehensive income -- -- -- -- -- -- 39,959,854.04 39,959,854.04 (II) Capital paid in and reduced by the shareholders -- -- -- -- -- -- -- -- 1.Ordinary shares invested by shareholders -- -- -- -- -- -- -- -- 2.Capital invested by the other equity investments -- -- -- -- -- -- -- -- holders 3.Amounts of share-based payments recognized in shareholders’ equity -- -- -- -- -- -- -- -- 4.Others -- -- -- -- -- -- -- -- (III) Profit distribution -- -- -- -- -- -- -- -- (IV)Internal carry-forward of shareholders’ equity -- -- -- -- -- -- -- -- (V) Special Reserve -- -- -- -- -- -- -- -- (VI) Others -- -- -- -- -- -- -- -- IV. Balance at the end of the period 1,011,660,000.00 978,244,858.10 -- -- -- -- -524,068,575.18 1,465,836,282.92 The notes to the financial statements set out on pages 15 to 124 are an integral part of these financial statements Financial statements on pages 3 to page 14 signed by the following persons: Legal representative: Person in charge of accounting: Person in charge of accounting organ: 44 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Note 1 General information 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 license 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 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. 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. The parent of the Company is Shenzhen Investment Holdings Co., Ltd. The Financial statement published on Aug 27th, 2015, which approved by Group’s Board of Directors. Note 2 The Basis of Preparation of Financial Statements The financial statements of the Group have been prepared on the basis of going concern in conformity with the Chinese Accounting Standards for Business Enterprises –The basic standards(Issued by order No.33 of the Ministry of Finance, 45 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Revised by order No.76 of the Ministry of Finance), the 41 specified Accounting Standards for Business Enterprise issued and revised by the Ministry of Finance of People’s Republic of China on 15 February, 2006 and thereafter, the guidance for the application of the Accounting Standards for Business Enterprise, the explanation for the Accounting Standards for Business Enterprise and other relevant regulations( thereinafter referred as “Accounting Standards for Business Enterprises”) and Compilation Rules for Information Disclosure by Companies Offering Securities to the Public No.15—General Provisions on Financial Reports (2014 Revision) issued by the China Securities Regulatory Commission (CSRC). According to the relevant accounting regulations of 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 instruments. Provision will be made if any assets impair in accordance with relevant requirements. Note 3 Statement of Compliance with Accounting Standards 3.1 Basis of Preparation The financial statements of the Group are recognized and measured in accordance with the regulations of 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 30 Jun, 2015. In addition, the financial statements of the Group comply, in all material respects, with the revised disclosure requirements for financial statements and the notes of Compilation Rules for Information Disclosure by Companies Offering Securities to the Public No.15—General Provisions on Financial Reports (2014 Revision) issued by China Securities Regulatory Commission (CSRC). 3.2 Going Concern There do not exist any significant suspicious events and conditions to the Group’s ability to operate as going concern within 12 months since the report date. Note 4 Important Accounting Principles and Accounting Estimates The Group and its subsidiaries are engaged in the business of real estate development. The Group and its subsidiaries have established several specified accounting policies and accounting estimations for its transactions and events, such as the revenue recognition, according to the Group’s and its subsidiaries’ actual operating characters and relevant requirements of Accounting Standards for 46 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Business Enterprises. Please refer to note 4.22- Revenue for details. For the significant accounting judgments and estimates made by the management, please refer to note 4.28 - Significant accounting judgments and estimates. 4.1 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. 4.2 Operating cycle The normal operating cycle refers to period from Group’s buying assets for manufacturing to realizing the cash or cash equivalent .The Group chooses 12 months as an operating cycle. The assets and liabilities are classified as current and non-current according to the operating cycle standards. 4.3 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. 4.4 Accounting 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 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. 47 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) The assets and liabilities obtained are measured at the carrying amounts as recorded by the enterprise being absorbed 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, including 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 if 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 the 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, on 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 should be initially recognized as cost of equity securities or liability securities. The contingent consideration related to the combination shall be booked as combination cost at the fair value on the acquisition date. If, within the 12 months after acquisition, new or additional information can prove the existence of related information on acquisition date and the contingent consideration need to be adjusted by relatively adjusting the combination goodwill. Acquirer ‘s combination cost and the obtained identifiable net assets are measured 48 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) with the fair value on the acquisition date. The excess of the combination cost over the fair value of identifiable net assets on the acquisition date is recorded as goodwill. When the fair value of identifiable assets exceeds the combination cost , first of all, the fair value of items of obtained acquiree’s identifiable assets, liabilities or contingent liabilities and combination cost need to be reassessed. And then, when the combination cost is still less than the fair value of identifiable net assets on the acquisition date after reassess, the difference should be recorded in the current year’s profit and loss. The deductible temporary differences obtained from the acquiree which cannot be recognized as deferred tax assets ,on the acquisition date, because some conditions are not met. Within 12 months after the acquisition ,if new or additional information indicate that the relevant information exist on the acquisition date and the economic benefits related with the deductible temporary difference can be realized, the deferred tax assets should be recognized. The goodwill should be reduced and if the goodwill is less than the deferred tax assets recognized, the rest part should be recorded in the current year profit and loss. For a business combination achieved in stages that involves multiple exchange transactions, according to the “No.5 Inform of Printing and Distributing the Explanation of Accounting Standards issued by the Finance of Ministry (Caikuai [2012] No.19)”and Article 51of “Chinese Accounting Standards for Business Enterprises No.33- Consolidated financial statement”, relating with the judgment standards of package deal( refer to note 4.5(2)), a judgment about whether it is package deal or not should be made. If it is package deal, please refer to the note 4.13 - Long-term equity investment for accounting treatment; if it is not package deal, distinguish them as individual financial statement and consolidated financial statement for accounting treatment. For the individual financial statements, the book value of the long-term equity investment held before the acquisition date plus the newly added equity investment on the acquisition date, and then sum should be recorded as the original investment cost; the long-term equity investment involved with other comprehensive income held before the acquisition date, the way to deal with the investment will be the same with the way the acquiree directly dispose the related assets and liabilities (i.e., under the equity method, beside the portion caused by the acquiree’s recalculated defined benefit plan’s net assets and net liabilities, the rest are transferred into investment 49 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) income). For the consolidated financial statements, for the shares in acquiree held before the acquisition date, the shares are recalculated according to the fair value on the acquisition date. The difference between the fair value and book value should be recorded in the current year investment income; For the shares in the acquiree held before the acquisition date involving other comprehensive income. The way to deal with the other comprehensive income should be the same with the way the acquiree directly dispose the relevant assets and liabilities(i.e., under the equity method, beside the portion of changes caused by the acquiree’s recalculated defined benefit plan’s net assets and net liabilities, the rest are transferred into investment income ). 4.5 Preparation of consolidated financial statements (1)The standards of determining the scope of consolidation 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. Once the changes of relevant facts and conditions result in the factors involving with the above definition of the control, the Group will proceed to reassess. (2)The method of preparing the consolidated financial statements 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 being 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 date (the date when the control is obtained) are included in the consolidated income statement and consolidated statement of cash flows, as appropriate; no adjustment is made to the opening balance and comparative figures in the consolidated financial statements. 50 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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 its cash flow are appropriately included in the consolidated balance sheet and the consolidated income statement, respectively, from the beginning of the year to the date of acquisition 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 accounting period or accounting policies. For the subsidiaries acquired through combination involving enterprises under non common control, the financial statements should be adjusted based on the fair value of the indentified net assets on the acquisition date. Intra-group balances and transactions, and any unrealized profit or loss arising from intra-group transactions, are eliminated when 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. 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. 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 still 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 on 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 51 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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-Long-term equity investment and 4.9-Financial instruments). The Group’s losing control of subsidiaries through multistep transactions of disposing of the long-term equity investment, need to indentify whether every transaction, involving with disposing of the investment in subsidiary until losing the control, is belonging to 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, it is economical when other transactions are taken into account. If it is not package deal, every transaction of the non-package deals is treated according to the applicable accounting standards of “partly disposing of the long-term equity investment without losing control ”( refer to 4.13(2) ④ for detail) and “losing the control to subsidiary due to partly disposing the equity investment or other reasons ” (see the former paragraph for details). When every transaction involving with disposing of equity investment in subsidiary until losing control is a package deal, they will be treated as a single deal of disposing of the investment in subsidiary until losing control for accounting treatment. But, before the control are lost, the difference between each receipt of every transaction and the related shared proportion of indentified net assets are recognized as other comprehensive income. The other comprehensive income will be transferred into profit and loss in the period when losing control. 4.6 Joint venture arrangement classification& mutual office account treatment Joint venture arrangement is referred to the arrangement that are under common control of two or more participating parties. The Group classifies the joint venture arrangement into mutual office and joint venture, according to the rights shared and obligation undertaken in the joint venture arrangement. Mutual office represents the joint venture arrangement that the Group shares the assets related with arrangement 52 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) and undertakes the obligations related with the arrangement. Joint venture is referred to the joint venture arrangement that the Group only have the right to the net assets of the arrangement. The Group measures the joint venture investment using the equity method. Please refer to accounting policies listed on note 4.13 (2) ②-long-term equity investment measured using the equity method. As one party of the mutual office, the Group recognizes the separately owned assets and separately assumed obligations, and the proportionate commonly held assets and commonly assumed obligations per the company’s percentage of share interest; recognize the revenue from the selling of the Group’s shared output of the mutual office; recognize the common revenue generated from the selling of the common output of the mutual office according to the Group’s share percentage; recognize the expense separately incurred by the Group and the proportionate expense incurred by the mutual office according to the Group’s share percentage. When the Group sells invest or sell assets to the mutual office as one of the mutual office party( the assets do not constitute a business, the same to below), or buys assets from the mutual office, before the assets are sold to the third party, the Group only recognizes the portion of profit and loss attributable to the other participating parties. According to requirements of Chinese Accounting Standards for Business Enterprises No.8- Asset impairment, when the assets are impaired , for the assets invested or sold to the mutual office by the Group, the Group fully recognizes the impairment loss; for assets that the Group bought from the mutual office, the impairment loss is recognized according to the share percentage by the Group. 4.7 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. 4.8 Foreign exchange (1) Translation in foreign exchange transactions The Group’s initial recognition of the foreign currency transactions is recorded by the functional currency translated by the spot rate (commonly refer to the middle rate of the daily foreign currency rate publicly released by the People’s Bank of China)on the transaction date. But the Group’s foreign currency exchange and foreign currency 53 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) exchange relevant transactions, is recorded by the functional currency translated by the exchange rate actually used. (2)Translation method for foreign currency monetary items and non-monetary items. On 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 into profit or loss, except for ①those 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; ②The exchange difference from changes of other account balance of foreign currency monetary items available-for-trade is recorded into profit or loss except for amortization cost. When preparing the consolidated financial statements involving with oversea operation, the foreign currency difference caused by the foreign exchange rate changes should be recorded in other comprehensive income, if it substantially constitutes the monetary items related to net investment to the oversea operation. When the oversea operation are disposed, the other comprehensive income should be transferred into current year profit and loss. 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 other comprehensive income. (3) 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 54 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) rate prevailing on the balance sheet date; All equity items except for retained earnings are translated at the spot exchange rates at the date 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 last period after translation of last year. 4) The closing balance of undistributed profit is calculates and presented in the basis of each translated income statements and profit distribution item. 5) The difference between the assets and liabilities and shareholder’s equity shall be booked as translation difference of translating foreign currency financial statements, and shall be presented as other comprehensive income in the separate component of equity in the balance sheet. 6) When losing control over Group’s oversea operation due to disposal, the translation difference of translating foreign currency financial statements related with the oversea operation which is separately presented under the shareholder’s equity section as accumulated other comprehensive income, should be fully or proportionately transferred into the current period profit and loss according to the disposal percentage. 7)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. 8)The opening balance and actual figures of last year are displayed as the figures translated last year. 9)When disposing the Group’s all shareholders’ equity of oversea operation or the Group losing control over the oversea operation due to partial disposal of the oversea equity investment or other reasons, the translation difference caused by the translating of foreign currency financial statement related with the oversea operation , which is presented under the equity section on the balance sheet and is attributable to the parent company’s shareholders, should be transferred to the current period profit and loss. 10)When the partial disposal of the equity investment of oversea operation and other reasons cause the share percentage of oversea operation to decrease without making the power of control to disappear, the translation difference of translation 55 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) foreign currency financial statement related with the part of oversea operation disposed should be attributable to the minority interest and do not transfer to the current period profit and loss. When the oversea operation disposing is a jointly run business or joint venture, the translation difference of translating foreign currency financial statements should be transferred to the current period profit and loss according to the percentage of oversea operation disposal. 4.9 Financial instruments When the Group becomes one party of the financial instrument contract, a financial asset or financial liability should be recognized. The initial measurement of the financial asset and financial liability is based on the fair value. For financial asset and financial liability measured at fair value and designated its changes into current period profit and loss, the related trading expense should be recorded in the profit and loss. For the financial asset and financial liability of other categories, the related trading expense should be recorded as part of initial cost. (1) The method of determining the fair value of financial assets and financial liabilities Fair value is the price that the market participators can get when selling an assets or need to pay when transferring an obligation incurred in an orderly transaction on the measurement date. When there is active market for the financial instruments, the quotation in the active market is used as the fair value. Quotation in the active market means the price that can be easily and periodically got from the exchange market, broker’s agency, Guild, pricing service organization etc. It represents the actually happened trading price in the fair trading. When there is no active market for the financial instruments, the fair value is determined by the valuation techniques. The valuation techniques include making a reference to the used price in recent market trading among the parties who know the situations and is willing to trade, making a reference to the current fair value that is used by the other substantially similar financial assets, discounting the future cash flow and option pricing model etc. (2) 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-sell financial assets. 1) Financial assets at fair value through profit or loss: 56 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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; 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 derecognition, impairment or amortization are recognized in profit or loss for the current period. 57 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. 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-sell Financial assets available-for-sell 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 58 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. (3) Impairment of financial assets (not including account receivables) 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, provision for impairment is recorded. 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 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 59 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. (4) 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 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 60 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. For the financial assets sold with recourse and the endorsed, the Group should make a judgment whether the risks and rewards related with the financial assets’ ownership have been almost all transferred. For the financial assets of which the risks and rewards related with its ownership have been, in substantial, all transferred, it should be derecognized. For the financial assets of which the risks and rewards have been, in substantial, all retained, it should be not be derecognized. For the financial assets, the related ownership of which have not been neither ,in substantial, all transferred nor retained, the Group need to make a judgment about whether the control over the financial assets have been kept or not and then deal with it according to the standards mentioned in the previous paragraphs. (5) Classification of the financial liabilities and measurement The financial liabilities are classified into financial liabilities measured at fair value with its changes into profit and loss and other financial liabilities. The initial measurement is made at its fair value. For the financial liabilities measured at fair value with its changes into profit and loss, the related trading expense are recorded into current period profit and loss; for other financial liabilities, the related trading expenses are recorded in its initial cost. 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 designated 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 designated at the initial recognition to be measured by the fair value and their changes are recorded in the current profit or loss. 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 61 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. (6) 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. When the financial liabilities are fully and partially derecognized, the difference between the carrying value of the part derecognized and consideration paid ( including the non-current assets transferred out or new financial liabilities assumed ) should be recorded in the current period profit and loss. 4.10 Account receivables The account receivable by the Group includes account receivables, and other receivables. 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: 62 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. (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. If there is objective evidence indicating that the asset is impaired. The impairment loss is recognized in the profit and loss at the excess of carrying value over its predicted future cash flow (excluding the non-incurred future credit loss ) discounted with original actual interest rate. (2) Provisions of bad debts for accounts receivables that is individually insignificant. For the accounts receivables that is individually insignificant, if there are signs indicating the impairment, such as long-aging, having a dispute with the obligator or obligator suffering serious financial difficulties, it should be individually tested for impairment. 4.11 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. (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 63 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. (6) Cost of land constitutes land development costs for pure land development project. Together with the overall development of the property, its cost is included in housing costs generally based on the actual area. (7)Public Facilities Fee: The cost is the actual construction cost incurred. If several estate projects benefit from the same facility, they stay in the same category. The cost of fee should be measured according to the allocation of sales area. If they got benefit but in different categories, the cost was measured according to the allocation of the area covered. (8)Utility reserve funds:Utility reserve funds were received by the Group and recorded in Long-term payables. The funds were used to maintain and renew communal facilities. (9)Quality Guarantees:Quality Guarantees was put into the account of real estate developing according to the contract amount and also recorded in the accounts payable at the same time. The actual payment incurs after the expiry of guarantee. 64 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 4.12 Held-for-sale assets The non-current assets which can be sold at its current conditions, the Group’s disposal decision have been made, an un-revocable transferring agreement has been made and the transfer can be finished within one year, it should be recognized as held-for-sale non-current assets. The amortization or depreciation will be ceased since the day it is reclassified as held-for-sale assets. And it should be measured at the lower of carrying amount and its fair value less cost of disposal. The held-for-sale non-current assets include the individual assets and asset group of disposal. If the asset group met the definition regulated in the Chinese Accounting Standards for Business Enterprises No.8 –Asset impairment and it has been allocated with the goodwill gained through the enterprises combination according to the provision of the regulation, or the asset group of disposal is a business of the asset group, the asset group should include the goodwill resulted from the enterprise combination. The individual non-current assets classified as held-for-sale and assets within the asset group of disposal, should be represented individually in the current assets section of the balance sheet; The liabilities which belong to the disposal group of held-for-sale and is related with transferring the possession of assets, it should be individually represented in the current liability section of the balance sheet. Some assets or assets group of disposal that have been classified as held-for-sale but the conditions are not met for being recognized as held-for-sale non-current assets thereafter. The assets should be stopped being classified as held-for-sale and should be measured at the lower of: 1) The book value of assets and asset group of disposal before they are classified as held-for-sale, being adjusted by the amortization, depreciation or impairment pretending that they were not initially classified as held-for-sale; and 2) the recoverable amount on the day when decide not to sell. 4.13 Long-term equity investments The long-term equity investment mentioned in this section is about the equity investment of which the Group has control, common control or significant influences over the investee. For the investments that the Group has no control, common control or significant influences over the investee, they will be recorded as available-for-sale or financial instrument assets measured at fair value with its changes into profit and loss. Please refer to note 4.9-Financial instruments for detail. 65 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Common control means the Group’s mutual control to the arrangement according to the related agreement and the arrangement’s activities related decisions can be made only after getting the mutual agreement from other parties sharing the control power. Significant influences represent that the Group has the right to participate in the decision of the financial and operating policies, but cannot control or control together with other parties to make the policy related decision. (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, 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 transferred 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. For the long-term equity investments that the Group can have significant influence or common control on the investee, but cannot control the investee, because of the added investments, the cost of the long-term equity investment should be the sum of original fair value of the investment and the cost of newly added investment. 66 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (2) Subsequent measurement 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. Besides, the cost method shall be adopted in a long-term equity investment when the Group can exercise control 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. 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 and other comprehensive income of the investee for the period as investment income or loss and other comprehensive income for the period and adjusts the book value of the long-term equity investment simultaneously. The Group reduces the book value of the long-term equity investment, according to the shared profit or cash dividends declared by the investee. For the changes of investee’s equity beside the net profit, other comprehensive income and profit distribution, adjust the book value of the long-term equity investment and its capital surplus. When determining the share percentage of investee’s net profit, it should be made based on the fair value of investee’s identifiable assets after adjusting the investee’s net profit on the acquisition date. When the investee’s accounting period and accounting policies are different with the Group’s, the subsidiary’s financial statements should be adjusted according to the Group’s and recognize the 67 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) investment income and other comprehensive income based on it. 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. When the Group’s assets invested to joint venture and jointly run business are a deal and the Group obtains the long-term equity investment without getting the power of control, the initial cost of the investment is determined by fair value of the assets invested. The difference between the initial cost and the book value of the assets invested should be fully taken into profit and loss. When the Group’s assets sold to joint venture and jointly run business are a deal, the differences between the consideration received and the book value are fully taken into the profit and loss. When the Group’s buying assets from joint venture and jointly run business are a deal, the gain and loss would be fully recognized according to the Accounting Standards for Business Enterprises No.20 -Enterprises combination. 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 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 retained earnings. 68 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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 4.5 applies. (3) Accounting policies retailed on “the method of preparing consolidated financial statements” 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 long-term equity investment accounted for using the equity method, when the rest of the long-term equity investment is still accounted for using the equity method after disposal, the other comprehensive income originally recorded into the equity should be dealt with by the same way as the investee’s directly dealing with its assets or liabilities. The other investee equity changes caused beside the net profit, other comprehensive income and profit distribution should be proportionately transferred into current year profit and loss. For long-term equity investment accounted for using the cost method, when the rest of the long-term equity investment is still accounted for using the cost method after disposal, other comprehensive income recognized using the equity method or the method of recognizing and measuring the financial instruments before obtaining the control over the investee should be dealt with as the same way with investee’s direct disposing of its assets and liabilities and be proportionately taken into profit and loss; The other investee equity changes caused beside the net profit, other comprehensive income and profit distribution should be proportionately transferred into current year profit and loss. When the Group loses control over the investee but still can exercise the common control or significant influences over the investee after partial disposal of the long-term equity investment, the equity method should be used to prepare individual financial statements. The rest equity investment is treated as accounted using the equity method upon the acquisition and is adjusted; If no control and significant influences cannot be exercised, the rest equity investments should be recognized 69 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) and measured by the accounting standards to financial instruments. The difference between the fair value and book value is taken into current profit and loss. For the other comprehensive income recognized under the equity method or the financial instrument related method before obtain the control over investee, it will be treated as the same way with investee’s directly disposing its assets or liabilities when losing the control over investee. The equity changes under equity method caused beside the net profit, other comprehensive income and profit distribution should be transferred into the profit and loss when losing the control over investee. Including, other comprehensive income and other owner’s equity should be proportionately transferred, when the rest equity investment is accounted with equity method; Other comprehensive income and other owner’s equity should be fully transferred, when the rest equity investment is accounted with accounting standards of financial instruments. The Group loses the control and significant influences over the investee, because of disposing of part of long-term equity investment. The difference between fair value and book value on the day when losing the control and significant influences over the investee should be taken into profit and loss. Other comprehensive income recognized for the original equity investments under equity method, would be dealt with as the same way with investee’s directly disposing of its assets and liabilities when cease using the equity method. The equity changes caused beside the net profit, other comprehensive income and profit distribution, should be transferred into investment income when cease using the equity method. For the Group’s multiple-step dealing with its long-term equity investments until losing control, if the transactions are package deal, each transaction should be treated as a transaction dealing with its long-term equity investments until losing control, the difference between the consideration received and the book value of the equity investment should be firstly recognized as other comprehensive income before losing control over investee and then all transferred into current profit and loss. 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 70 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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 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) Recognition and measurement of financial lease Finance leases which transfer substantially all the risks and rewards of ownership. 71 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) The 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 3.17 Machines & equipments 7 5 13.57 Vehicles 6 5 15.83 Electronic appliances 5 5 19.00 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 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 72 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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 (1) The types of construction in progress Construction in progress includes preparation before construction, construction engineering in progress, installation engineering in progress, technical improvement engineering, repair engineering etc. whose costs are determined by the actually incurred expenditures. (2) The standards and time of transferring the construction in progress to fixed assets. When the constructions in progress reach the condition of available for use, it should be transferred to the fixed assets per the full actually incurred costs. (3) The method of testing the impairment and the provision for impairment loss The method of testing the impairment loss for the construction in progress and the way to accrue the provision for the impairment loss is detailed listed on the note 4.20-“long-term assets impairment”. 4.17 Borrowing costs (1) The standards for capitalizing the borrowing cost 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. (2) The period of capitalizing the borrowing costs The period of borrowing costs capitalization is calculated from the point when borrowing costs beginning capitalizing to the time stopping capitalizing. The period suspending capitalizing the borrowing costs are excluded. (3) The period suspending capitalizing the borrowing costs 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 73 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. (4) The method for calculating the amount of borrowing cost capitalized 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 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. 4.18 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. 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 74 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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) The estimation of the useful life of the indefinite intangible assets Item Estimated useful life Basement Taxi license 38 years The recorded years of taxi license Fixed assets, electronic and other Software 5 years equipments useful lives (3) The basis to judgment intangible assets whose useful lives are uncertainty The periods of which the intangible assets can bring benefits to the Group cannot be reasonably determined, the intangible assets will be classified as indefinite intangible assets. (4) Methods of impairment assessment and determining the provision for impairment losses of intangible assets The testing method for intangible assets impairment and the calculation of the provision for impairment is detailed listed on the note 4.20-Long-term assets impairment. (5) The standards to distinguishing the research stage and development stage of internally developed intangible assets Research stage: the stage when the creative planned investigation and research activities are carried on, in order to obtain and understand the new sciences and technical knowledge; Development stage: the stage of applying the research results and other knowledge to the specified plan or design so as to produce new or substantially improved materials , equipments and products before commercial production or use. (6) The accounting of expenditures of internally researched and developed project Expenditure on the research phase of an internal research is recognized in profit & loss in the period in which it is incurred. 75 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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 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. 4.19 Long-term deferred assets Long-term deferred assets represent expenses incurred that should be borne 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. 4.20 Long-term assets impairment On each balance sheet date, the Group will make judgments to determine whether there are signs for impairment to the fixed assets ,construction in progress, definite intangible assets, investment properties& equity investment in subsidiaries& joint ventures& jointly run business measured using the cost method etc. non-current and non-financial assets. If there are signs for impairment, the impairment should be tested by estimating the recoverable amount. Goodwill, indefinite intangible assets and intangible assets having not reached the usable condition, should be yearly tested for impairment no matter whether there are signs for impairment. The result of impairment test demonstrates that the recoverable amount is less than its carrying amount, the difference will be recorded as provision for impairment and debited as impairment loss. The recoverable amount equals to the greater of 1) fair value less disposal expenses and 2) present value of the predicted future cash flows. 76 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) The fair value of the assets is determined by the sale contract price of fair trade; When there are no sale contracts but exist active market ,the fair value will be determined with the quotation from the buyer; When there exist neither sale contracts nor active market, the assets fair value will be determined by the best information available. The disposal expenses include the legal expenses, related taxes, delivery fees and other direct fees incurred for making the assets reach the salable condition. The present value of the predicted future cash flows is calculated according to the predicted future cash flows generated from the continuous use of the assets and final disposal discounted with the applicable discounted rate. The provision for impairment test should be recognized based on the individual asset. If it is hard to estimate the recoverable amount to individual asset, the recoverable amount of the assets group of which the individual assets are included should be determined. Assets group is the smallest unit that can independently generate the cash inflow. For the goodwill separately displayed on the financial statement, when making the impairment test, the carry value of the goodwill should be allocated to assets group or the group of assets group predicted to be benefit from the synergistic effect from the enterprises combination. When the rest result shows that the recoverable of the assets group or the group of assets group having been allocated with the relevant goodwill is less than the carrying amount, the related impairment loss should be recognized. The impairment losses will firstly reduce the book value of the goodwill allocated and then reduce the book value of each asset of the assets group or the group of assets group according to the percentage of each asset to the assets group or the group of assets group beside the goodwill. The impairment loss of the above assets would not be reversed back once they are recognized. 4.21 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 77 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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 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)] 4.22 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 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 78 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. 79 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (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. 4.23 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 compensation for related expenses or losses already incurred, the 80 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. 4.24 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. 81 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) For taxable temporary deductible differences associated with investments in subsidiaries 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. 4.25 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. 82 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (2)Financing Lease 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. 4.26 Employee Benefits The benefits of employees in the Group include short-term benefits, welfare after demission, demission welfare and other long-term welfare. The short-term benefits include the employees’ salary, bonus, allowance and compensation, employee welfare, medical insurance, maternity insurance, 83 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) employment injury insurance, housing fund, labor union expense and employee education expense and non-currency welfare etc. The Group recognizes the actually incurred short-term employee benefits as liability during the period when the employees’ services are rendered, the expenses are recorded into the current period profit and loss or related asset costs according to the benefit object. For the non-currency welfare, it is recognized according to its fair value. Welfare after demission mainly includes the defined contribution plan and the defined benefit plan. The defined contribution plan and the defined benefit plan mainly include the basic endowment insurance premium, unemployment insurance expense and pension etc..For the defined contribution plan, the sinking fund deposited to the an independent entity for the service provided by employee in the accounting period on the balance sheet is recognized as the debt and included in the current profit and loss or related asset costs according to the benefit object. There is no defined benefit plan in the Group. When the Group cannot unilaterally withdraw the dismissal welfare provided for the plan on the cancellation of labor relationship or layoff proposal, or recognize the cost or expense involved with the recombination of dismissal welfare or payment of such dismissal welfare (whichever is earlier), the employee’s remuneration incurred by dismissal welfare is recognized as the debt and included in the current profits and losses or related assets cost. But when then dismissal is predicted not to be paid in the following 12 months after the report date, it would be classified as other long-term welfare. Employee internal retirement plan is treated as the same way with dismissal welfare mentioned above. The Group would record the relevant salaries and social insurances provided to the employees under the plan into the profits and losses (dismissal welfare) during the period from the day stopping providing the services to the legal retirement day, when the conditions for recognizing the contingency liability are met. Other long-term welfare provided by the Group is referred to as the welfare beside the short-term benefits, welfare after demission, demission welfare. It would be recognized as the requirements of defined contribution plan, when conditions are met. Or else, it would be recorded as defined benefit plan. 84 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 4.27 Changes in major accounting policies and accounting estimates (1) Changes of accounting policies There were no changes of main accounting policies during this period. (2)Changes of accounting estimates There were no changes of main accounting estimations during this period. 4.28 Material accounting judgments and accounting estimations Because of the inherent uncertainties of the operating activities, the Group need to make judgments, estimations and assumptions to the financial statement items whose carrying amount cannot be accurately measured. Those judgments, estimations and assumptions are made based on the management’s historical experience and taking other relevant factors into account. Those judgments, estimations and assumptions would influence the reported amount of revenue, expense, asset and liability and disclosure of the contingency liability on the balance sheet date. However, the actual result caused by the uncertainty of these estimations may be different with the present estimation made by the management, which may cause significant adjustments to the carrying amount of the influenced assets and liabilities in the future. The Group are making periodical review on the judgments, estimations and assumptions mentioned above based on the premise of going concern. For the changes of estimations that only influence the current period, the influenced amount will be recognized in the current period. For the changes of estimations that not only influence the current period ,but also affect the future periods, the influenced amount will be recognized in the current period and future period. As of the balance sheet date, the material areas that need to be judged ,estimated and assumed are listed below: (1) The classification of lease The lease are classified into operating lease and finance lease, according to the “Accounting Standards for Business Enterprise No.21-Lease” .When making the classification, the management need to make analysis and judgment about whether all risk and reward related with the ownership of assets leased out have been substantially transferred to the lessee or not ,or whether all risk and reward related with the ownership of the assets leased have substantially assumed by the Group. (2) The provision for allowance for bad debt The Group applies the allowance method to estimate the bad debt, according to the policy of accounts receivable. The impairment of accounts receivable is based on the 85 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) evaluation of accounts receivable’s possibility of collection. The difference between the actual result and the original estimation would influence the accounts receivable’s carrying value and cause the balance of allowance for bad debt to increase or reverse back during the period when the estimation is changed. (3) Provision for inventory According to inventory accounting policy, the ending inventory is measured by the lower of cost and net realizable value. When the cost is greater than the net realizable value and the obsolete and unsalable inventory, the inventory falling price reserve shall be withdrawn. Reduce the inventory to the net realizable value is based on the evaluation the salable of the inventory and its net realizable value. Estimates of net realizable value are based on the most reliable evidence available at the time the estimates are made and take into consideration the purpose for which the inventory is held and the influences of events occurring after the balance sheet date. The difference between the actual result and original estimation will influence the carrying amount of the inventory and cause the provision for inventory to increase or reverse back during the period when the estimation is changed. (4) The fair value of financial instrument For the financial instrument lacking active trading market, the Group will use several valuation methods to make sure the fair value. The methods include the model to analyze the discounted cash flow etc. The Group will evaluate the following aspects, such as the future cash flow, credit risk, market volatility and the relativity etc. and then choose the applicable discounted rate, when making the evaluation. There are uncertainties for the relevant assumptions whose changes will influence the fair value of financial instrument. (5) Provision for non-financial and non-current assets The Group will make judgment on the non-current assets beside the financial assets about whether there are signs for impairment on the balance sheet date. For the intangible assets whose life is uncertain, when there are signs for impairment, it should be tested for impairment, beside the yearly impairment test. Other non-current assets beside the financial statement, when there are signs indicating that the carrying value are unrecoverable, it should be tested for impairment. When the carrying value of the asset or asset group is greater than the recoverable amount (i.e., the net value of fair value less the cost of disposal and present value of the predicted future cash flow whichever is higher), it indicates impairment. The net value of fair value less the cost of disposal, is referred to the agreed sale 86 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) price of similar assets under fair trade or the observable market price, less the incremental cost directly related with the disposal of the assets. The Group need to make significant judgment to the output of assets (or assets group), sale price, relevant operating cost and the discounted rate when estimating the present value of future cash flows. The Group will make use of any relevant material available when estimating the recoverable amount , including the prediction of the output, sale price and relevant operating cost according to reasonable and supportable assumptions. The Group will test the goodwill for impairment at least once a year, which requires to estimate the present value of the future cash flows of the assets and assets group allocated with the goodwill. When estimating the present value to the future cash flow, the Group need to estimate the cash flows generating from the assets and assets group, and choose the applicable discount rate to determine the present value. (6) Depreciation and amortization The Group use the straight-line method to depreciate and amortize the investment real estate, fixed assets and intangible assets within the useful life after taking into the consideration of the residual value. By the way, the amount of depreciation and amortization during the report period are determined. The useful life is determined based on past experience and the predicted technical changes of similar assets. If there are significant changes of previous estimations, the depreciation and amortization would be adjusted in the future periods. (7) Deferred tax asset To the degree that there are sufficient taxable profit to make up the deductible losses, the Group will recognize the deferred tax assets for the un-used deductible losses. It requires the management to apply massive judgments to estimate the time and amount the taxable profits will generate in the future period combining with the strategic of tax planning to determine the amount of deferred tax asset. (8) Income tax There are some uncertainties for some trades’ ultimate tax treatment and calculation. Some items need the determination from the tax authorities about whether they are deductible before tax or not. If the ultimate tax determination are different with the originally estimated amount, the difference will influence the current period income tax and the deferred income tax when the tax determination are finally made. 87 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Note 5 Principal Taxes Applied Taxes 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 5% income, property management income Business tax Construction, installation income 3% Construction tax Turnover tax 7% Education surcharge(Local Turnover tax 5% Education surcharge) Income tax Income tax payable 25% & 16.5% Progressive rates ranging Land appreciation tax Sales revenue of properties from 30%-60% *The rate of domestic enterprises is 25%, and the rate of HK enterprises is 16.5%. 88 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Note 6 Notes to the Consolidated Financial Statements Unless specified, the items of the Opening in the followings (including the notes to the Company financial statements) refers to the date of January 1, 2015, the Closing refers to the Jun 30, 2015; the items of the prior period refers to the period Jan-Jun, 2014, the current period refers to the period Jan-Jun, 2015. 6.1 Monetary funds Item Closing balance Opening balance Cash on hand 79,061.23 61,413.08 Cash in bank 966,550,524.10 670,058,435.95 Other monetary funds 6,052,400.00 8,837,400.00 Total 972,681,985.33 678,957,249.03 Including amount deposited in the foreign countries 9,047,880.22 9,057,907.94 Note: (1)As of Jun.30,2015, for the funds that the Group’s ownership are restricted they are classified in Other monetary funds ( Total: RMB 6,052,400.00 as of Jun.30,2015) ,including RMB 52,400.00 the tender bonds margin and RMB 6,000,000.00 deposited in the Company's rent escrow account for the Company's borrowings. 6.2Note receivables (1)Note receivables by types Item Closing balance Opening balance Bank acceptance -- -- Trade acceptance 63,128,052.32 119,846,192.64 Total 63,128,052.32 119,846,192.64 (2)Note receivables pledged at year end Item Amount pledged at year end Bank acceptance -- Trade acceptance 42,812,597.17 Total 42,812,597.17 (3)Note receivables endorsed or discounted at year end and not matured yet on the balance sheet date Item Amt. derecognized at year end Amt. not derecognized at year end Bank acceptance -- -- Trade acceptance -- 20,315,455.15 Total -- 20,315,455.15 Note: As of Jun.30, 2015, the trade acceptance discounted but not matured is RMB 89 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 63,128,052.32 (RMB 77,033,595.47 as of Dec.31, 2014), the balance of related pledged borrowing is 63,128,052.32 (RMB 77,033,595.47 as of Dec.31, 2014) (referring to the note 6.16). When the trade acceptance cannot be honored when it is mature, the bank has the power to ask the Group to repay the amount un-settled. The Group continues to recognize the carrying amount of the trade acceptance and records the amount received as pledged borrowing because of the transfer, due to the Group’s still undertaking the main risk, such as credit risk relating with the trade acceptance etc.. (4)There are no situations of reclassifying the note receivables to the accounts receivables, because of the issuer dishonoring. 6.3Accounts receivables (1) Accounts receivable by categories Closing balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Accounts receivable of which provision for 92,745,564.32 31.12 -- -- bad debts is of individually significant Accounts receivable of which provision for 205,240,337.39 68.88 19,165,351.52 9.34 bad debts is of individually insignificant Total 297,985,901.71 100.00 19,165,351.52 6.43 (Continued) Opening balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Accounts receivable of which provision for -- -- -- -- bad debts is of individually significant Accounts receivable of which provision for 103,554,193.95 100.00 19,165,351.52 18.51 bad debts is of individually insignificant Total 103,554,193.95 100.00 19,165,351.52 18.51 (2) Accounts receivable by aging balance Closing balance Opening balance Amount (%) Amount (%) Within 1 year 269,431,944.37 90.42 75,192,337.53 72.61 1-2 years 2,862,381.28 0.96 3,040,957.54 2.94 2-3 years 389,884.23 0.13 253,116.00 0.24 Over 3 years 25,301,691.83 8.49 25,067,782.88 24.21 Total 297,985,901.71 100.00 103,554,193.95 100.00 90 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (3) Bad debt provision ① Bad debt provision of accounts receivable which is of individually significant Closing Balance Accounts receivable Carrying Amount of Proportion (Name) Reasons for the provision amount bad debt of provision The corporations good financial conditions when Corporation No.1 85,645,564.32 -- -- individually evaluated. Individual No.1 7,100,000.00 -- -- House mortgage with lower collection risk 合 计 92,745,564.32 -- -- ② Bad debt provision of accounts receivable which is of individually insignificant Amount of bad Proportion of Content of accounts receivable Carrying amount Reasons for the provision debt provision Receivables of import and export A separate provision is 11,574,556.00 11,574,556.00 100.00 agency business established according to House pay to be collected 178,970,440.42 6,968,694.02 3.89 the recoverability of each Engineering construction funds receivable with long aging 14,695,340.97 622,101.50 4.23 and others and little retrievability. Total 205,240,337.39 19,165,351.52 9.34 (4)There were no any account receivables which had been provided fully or at large proportion but had been fully collected or reversed back in this accounting period. (5) There were no any significant account receivables which had been written off in this accounting period. (6)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. (7) Top 5 entities with the largest balances of accounts receivable Proportion of the amount Name of entity Relationship with the Group Amount Age to the total AR (%) Corporation No.1(Note) Un-related party 85,645,564.32 Within 1 year 28.74 Individual No.1 Un-related party 7,100,000.00 Within 1 year 2.38 Individual No.2 Un-related party 3,910,000.00 Within 1 year 1.31 Individual No.3 Un-related party 3,860,000.00 Within 1 year 1.30 Individual No.4 Un-related party 2,960,000.00 Within 1 year 0.99 Total 103,475,564.32 34.72 Note:The Company has signed the factoring contracts with the bank during its 91 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) everyday operating activities to transfer its accounts receivable to the bank (Accounts receivable factoring). According to the contract, the company still assume the main credit risk and the risk of delaying to pay may caused by the debtors and still retain the almost all the risk and reward relating with the ownership after the accounts receivable have been transferred, which do not meet the conditions of derecognizing the financial assets. So, the company continues to recognize the related assets and liabilities according to the book value of the transferred accounts receivable. As of Jun 30, 2015, the balance of accounts receivable book value that have been transferred but still not paid off by the debtors is RMB 85,645,564.32(RNB 0.00 as of Dec 31, 2014). (8) Details for receivables due from related parties, please refer to Note 9.6. (9) There were no any accounts receivable that have been derecognized. (10) There were no any accounts receivable which had been securitized. 6.4Prepayments (1) Aging analysis Closing balance Opening balance Aging Amount (%) Amount (%) Within 1 year 24,496,510.76 100.00 17,816,263.48 99.96 1-2 years -- -- 2,735.00 0.02 2-3 years -- -- -- -- Over 3 years 749.64 -- 2,749.75 0.02 Total 24,497,260.40 100.00 17,821,748.23 100.00 (2) Top 5 entities with the largest balances of prepayments Name of entities Relationship with the Group Amount Timing Reasons for unsettlement Within 1 The un-settled prepayment of engineering Project 1 Un-related party 6,176,354.99 year materials and materials un-warehousing Within 1 The un-settled prepayment of engineering Project 2 Un-related party 4,476,528.82 year materials and materials un-warehousing Within 1 The un-settled prepayment of engineering Project 3 Un-related party 2,198,251.48 year materials and materials un-warehousing Within 1 The un-settled prepayment of engineering Project 4 Un-related party 1,285,584.28 year materials and materials un-warehousing Within 1 The un-settled prepayment of engineering Project 5 Un-related party 1,156,775.40 year materials and materials un-warehousing Total 15,293,494.97 92 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (4) No prepayments to shareholders holding at least 5% of the Group’s shares with voting right during the current period. 6.5 Dividends receivables (1) Details of dividends receivable Item(Or name of investee) Closing balance Opening balance Yunnan KunPeng Flight service Co., Ltd 1,052,192.76 1,052,192.76 Total 1,052,192.76 1,052,192.76 (2) Dividends receivable aging over 1year Reasons for Closing Whether the amount is impaired Item(Or name of investee) Aging uncollected balance and the base of judgment amounts Yunnan KunPeng Flight service Co., Ltd 1,052,192.76 2-3 years Delay to pay Total 1,052,192.76 6.6 Other receivables (1) Other receivables by categories Closing balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Other receivables of which provision for 171,563,880.09 69.69 148,758,640.84 86.71 bad debts is of individually significant Other receivables of which provision for 74,610,377.15 30.31 30,102,509.49 40.35 bad debts is of individually insignificant Total 246,174,257.24 100.00 178,861,150.33 72.66 (Continued) Opening balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Other receivables of which provision for 162,317,209.49 68.13 148,762,358.18 91.65 bad debts is of individually significant Other receivables of which provision for 75,916,605.39 31.87 29,943,158.49 39.44 bad debts is of individually insignificant Total 238,233,814.88 100.00 178,705,516.67 75.01 93 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (2) Other receivables by aging Closing balance Opening balance Amount (%) Amount (%) Within 1 year 20,528,715.30 8.34 13,021,175.42 5.47 1-2 years 1,989,288.15 0.81 4,521,021.36 1.90 2-3 years 4,038,189.79 1.64 4,927,273.39 2.07 Over 3 years 219,618,064.00 89.21 215,764,344.71 90.56 Total 246,174,257.24 100.00 238,233,814.88 100.00 (3) Bad debt provision (a) Bad debt provision of other receivables which is of individually significant Content of accounts Amount of bad Proportion Carrying amount Reasons for the provision receivable debt of provision Other receivables due from A separate provision is established subsidiaries that are not according to the recoverability of 128,364,720.80 128,361,773.43 99.99 included in the consolidated each receivables with long aging and financial statements little retrievability Others 43,199,159.29 20,396,867.41 47.22 Total 171,563,880.09 148,758,640.84 86.71 (b) Bad debt provision of other receivables which is of individually insignificant Proportion of Amount of Content of other receivables Carrying amount Reasons for the provision provision bad debt Other receivables due from A separate provision is subsidiaries that are not included established according to the 1,324,136.04 1,275,667.04 96.34 in the consolidated financial recoverability of each statements receivables with long aging Others 73,286,241.11 28,826,842.45 39.33 and little retrievability Total 74,610,377.15 30,102,509.49 40.35 (4)There were no any account receivables which had been provided fully or at large proportion but had been fully collected or reversed back during the current period. (5)There were no any other material receivables written off during the current period. (6)There were no any other receivables due from shareholders holding 5% or more of the Group’s shares with voting right during the current period. 94 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (7)Details of the other receivables displayed by nature Nature of the other receivables Closing balance Beginning balance Ligation compensation 9,600,000.00 9,600,000.00 The other receivable from subsidiaries not 129,688,856.84 129,692,578.94 consolidated Current accounts 82,334,903.67 78,221,377.57 Deposit 15,686,459.44 11,092,508.60 Other 8,864,037.29 9,627,349.77 Total 246,174,257.24 238,233,814.88 (8)Top 5 entities with the largest balances of other receivables Relationship Proportion of the Provision for bad Name of entity with the Amount Age amount to the debt at year end Group total OR (%) Canada Great Above 3 Subsidiary 89,035,748.07 36.17 89,035,748.07 Wall( Vancouver) Co.,Ltd * years Above 3 Paklid Limited * Subsidiary 18,442,501.44 7.49 18,439,554.07 years Above 3 Bekaton property Limited * Subsidiary 12,559,290.58 5.10 12,559,290.58 years Guangdong province Above 3 Huizhou Luofu Hill Mineral Joint venture 10,465,168.81 4.25 10,465,168.81 years Water Co.,Ltd Luofu Hill Travelling Un- related Above 3 9,600,000.00 3.90 4,800,000.00 Corporation party years Total 140,102,708.90 56.91 135,299,761.53 Note: The above subsidiaries were not included in the Group’s consolidated financial statements. Refer to Note 8.1 for details. (9) For details of receivables due from related parties, please refer to Note 9.6. (10) There were no any other receivables that have been derecognized. (10) There were no any other receivables which had been securitized during the current period. 95 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 6.7 Inventory (1) Categories of inventory Closing balance Item Carrying amount Provision for inventories Net carrying amount Real estate development projects Real estate developing products 285,410,019.09 -- 285,410,019.09 Real estate developed products 1,803,419,086.55 17,569,186.32 1,785,849,900.23 Real estate which are going to be developed 341,690,984.20 -- 341,690,984.20 Non real estate development projects Raw materials Finished products 541,123.41 -- 541,123.41 Low-value consumable products 672,960.32 278,891.91 394,068.41 Construction in progress 40,532,573.07 -- 40,532,573.07 Total 2,472,266,746.64 17,848,078.23 2,454,418,668.41 (Continued) Opening balance Item Carrying amount Provision for inventories Net carrying amount Real estate development projects Real estate developing products 206,672,758.28 -- 206,672,758.28 Real estate developed products 2,236,980,404.61 25,114,387.88 2,211,866,016.73 Real estate which are going to be developed 324,164,580.02 -- 324,164,580.02 Non real estate development projects Raw materials 522,104.77 -- 522,104.77 Finished products 643,946.37 278,891.91 365,054.46 Construction in progress 52,961,142.16 -- 52,961,142.16 Total 2,821,944,936.21 25,393,279.79 2,796,551,656.42 (2) Developing real estate products Starting Finished Estimated total Opening Closing balance time time investment balance DongHuDiJing Building 140,342,987.61 136,423,233.30 Shengfang Shanglin Garden- Year Year 120,950,485.49 46,371,960.75 Nanshan 2015 2017 ShanTou Fresh Peak Building 24,116,545.99 23,877,564.23 Total 285,410,019.09 206,672,758.28 96 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (3) Developed real estate products Finished Name of project Opening balance Additions Reductions Closing balance time 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.9 2009 -- -- -- -- Jinye Island villa No.10 2010 32,478,194.38 8,966.54 5,393,092.05 27,094,068.87 Jinye Island villa No.11 2008 13,177,368.28 52,343.97 13,125,024.31 HuangPuXinChun No.1 1994 121,283.88 -- -- 121,283.88 HuangPuXinChun No.2 2007 228,961.81 -- 40,984.32 187,977.49 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 671,820.67 -- -- 671,820.67 Buliding Wenjin warehouse 1-5 13,507,895.61 -- 13,507,895.61 -- floor Real Estate building 11,025,444.77 -- -- 11,025,444.77 Wenjing Garden 3,818,939.87 -- -- 3,818,939.87 Shenfang Chuanqishan 2013 1,310,962,978.80 -- 267,389,664.81 1,043,573,313.99 Shantou Yuejing Dongfang 2014 117,347,660.94 -- 12,744,470.27 104,603,190.67 Shenfang Shanglin Garden 2014 689,955,498.96 -- 134,441,833.57 555,513,665.39 Total 2,236,980,404.61 8,966.54 433,570,284.60 1,803,419,086.55 (4)Real estate which are going to be developed Opening balance Additions Reductions Closing balance Shantou Jingzaiwan 324,164,580.02 17,526,404.18 -- 341,690,984.20 Total 324,164,580.02 17,526,404.18 -- 341,690,984.20 (5) Movement of Provision of inventories Decrease Item Opening balance Increase Closing balance Reversals Write-off Shengfang Shanglin Garden 25,114,387.88 -- -- 7,545,201.56 17,569,186.32 Finished products 278,891.91 -- -- -- 278,891.91 Total 25,393,279.79 -- -- 7,545,201.56 17,848,078.23 (6) Capitalized borrowing cost at year end is RMB 75,762,958.50. 97 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 6.8 Other current assets Item Contents Closing balance Opening balance Value added tax Input tax to be deducted 4,827,690.15 4,382,360.04 Business tax Tax paid for advances from customers -- -- City construction surcharge Tax paid for advances from customers -- 32,221.30 Education surcharge Tax paid for advances from customers -- -- Local education surcharge Tax paid for advances from customers -- -- Embankment Protection Fee Tax paid for advances from customers 30,112.31 60,353.35 Increment tax on land value Tax paid for advances from customers -- 7,961,089.71 Total 4,857,802.46 12,436,024.40 6.9 Available-for-sale financial assets (1) Details of available-for-sale financial assets Closing balance Opening balance Item Book balance Impairment Book value Book balance Impairment Book value Available-for-sale 17,464,240.74 -- 17,464,240.74 17,464,240.74 -- 17,464,240.74 equity instrument Including:Measured by -- -- -- -- -- -- fair value Measured by cost 17,464,240.74 -- 17,464,240.74 17,464,240.74 -- 17,464,240.74 Others -- -- -- -- -- -- Total 17,464,240.74 -- 17,464,240.74 17,464,240.74 -- 17,464,240.74 98 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (2)Available-for-sale financial assets measured by cost at year end Book balance Provision for impairment Proportion Curr. year Investee rate in Opening bal. Increase. Decrease Closing bal. Opening bal. increase decrease Closing bal. cash div. investee(%) Shantou Small &Medium Enterprises 12,000,000.00 -- -- 12,000,000.00 -- -- -- -- 10.00 350,000.00 Financing Guarantee Co., Ltd Yunnan KunPeng Flight service Co.,Ltd 5,464,240.74 -- -- 5,464,240.74 -- -- -- -- 25.00 -- Total 17,464,240.74 -- -- 17,464,240.74 -- -- -- -- 350,000.00 Note: The Group’s shareholding proportion to Yunnan Kunpeng Flight service Co., Ltd is 25%. Because the Group have no participating right to its finance and operating policies, the Group cannot exercise the significant influences on the investee. 6.10Long-term equity investments (1) Long-term equity investments by types Change amount of this year Opening Invested company Additional Negative Profit and loss on investments Other comprehensive Other equity balance investment investment confirmed with equity method income adjustment change I.Joint ventures Guangdong province Huizhou Luofu Hill Mineral 9,969,206.09 -- -- -- -- -- Water Co.,Ltd Fengkai Xinhua Hotel 9,455,465.38 -- -- -- -- -- Jiangmen Xinjiang Real Estate Co., Ltd 9,037,070.89 -- -- -- -- -- Xi’an Fresh Peak Property Trading Co., Ltd 32,840,729.61 -- -- -- -- -- Dongyi Real Estate Co., Ltd 30,376,084.89 -- -- -- -- -- Subtotal 91,678,556.86 -- -- -- -- -- 99 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Change amount of this year Opening Invested company Additional Negative Profit and loss on investments Other comprehensive Other equity balance investment investment confirmed with equity method income adjustment change II.Affiliated enterprises Shenzhen Ronghua JiDian Co.,ltd 1,372,207.20 -- -- -129,692.73 -- -- Shenzhen Runhua Automobile trading Co.,Ltd 1,445,425.56 -- -- -- -- -- Subtotal 2,817,632.76 -- -- -- -- -- III.Other equity investments 206,636,006.42 -- -- -- -- -- Subtotal 206,636,006.42 -- -- -- -- -- Total 301,132,196.04 -- -- -129,692.73 -- -- (Continuted) Change amount of this year Ending Provision for impairment balance Invested company Cash dividend or profit Provision for Other balance at year end declared impairment I.Joint ventures Guangdong province Huizhou Luofu Hill Mineral -- -- -- 9,969,206.09 9,969,206.09 Water Co.,Ltd Fengkai Xinhua Hotel -- -- -- 9,455,465.38 9,455,465.38 Jiangmen Xinjiang Real Estate Co., Ltd -- -- -- 9,037,070.89 912,537.16 Xi’an Fresh Peak Property Trading Co., Ltd -- -- -- 32,840,729.61 20,673,831.77 Dongyi Real Estate Co., Ltd -- -- -- 30,376,084.89 21,225,715.87 Subtotal -- -- -- 91,678,556.86 62,236,756.27 II.Affiliated enterprises -- -- -- Shenzhen Ronghua JiDian Co.,ltd -- -- -- 1,242,514.47 1,076,954.64 100 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Change amount of this year Ending Provision for impairment balance Invested company Cash dividend or profit Provision for Other balance at year end declared impairment Shenzhen Runhua Automobile trading Co.,Ltd -- -- -- 1,445,425.56 1,445,425.56 Subtotal -- -- -- 2,687,940.03 2,522,380.2 III.Other equity investments -- -- -- 206,636,006.42 178,642,972.78 Subtotal -- -- -- 206,636,006.42 178,642,972.78 Total -- -- -- 301,002,503.31 243,402,109.25 Note: The details of other equity investments are listed on note 8.1-Equity in subsidiaries. 101 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 6.11 Investment properties Investment properties measured at cost. Item House& building Land-use right Construction in progress Total I.Original carrying value 1.Opening balance 757,560,363.04 94,368,659.33 -- 851,929,022.37 2.Increase in the year -- -- -- -- (1)Outsourcing -- -- -- -- (2)Carried over from inventory -- -- -- -- (3)Others -- -- -- -- 3.Decrease in the year -- 135,640.30 -- 135,640.30 4.Closing balance 757,560,363.04 94,233,019.03 -- 851,793,382.07 II.Accumulative depreciation& amortization 1.Opening balance 305,719,209.78 -- -- 305,719,209.78 2.Increase in the year 10,272,079.32 -- -- 10,272,079.32 (1)Withdrawing or amortization 10,272,079.32 -- -- 10,272,079.32 (2)Carried over from assets -- -- -- 3.Decrease in the year -- -- -- 4. Closing balance 315,991,289.10 -- -- 315,991,289.10 III. Provision for impairment 1.Opening balance 14,128,544.62 77,452,762.00 -- 91,581,306.62 2.Increase in the year -- -- -- -- 3.Decrease in the year -- 111,326.32 -- 111,326.32 4.Closing balance 14,128,544.62 77,341,435.68 -- 91,469,980.30 IV. Book value 1.Closing book value 427,440,529.32 16,891,583.35 -- 444,332,112.67 2.Opening book value 437,712,608.64 16,915,897.33 -- 454,628,505.97 Note: (a) Current period depreciation and amortization is RMB10,272,079.32; (b)The decrease of original carrying value and provision for impairment of land-use right is caused by the fluctuation of foreign exchange rate when translating the foreign currency financial statements; (c)Among the investment properties, there were house &building with carrying value RMB 368,381,573.15 that were used as mortgage of long-term loans(including the 102 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) long-term loans that will mature within one year), referring to note 6.45 for details. 6.12 Fixed assets Electronic Houses& Transportation Item equipment and Total Buildings equipment others I.Original carrying value 1.Opening balance 106,068,689.59 15,927,469.18 14,232,832.72 136,228,991.49 2. Increase in the year -- 312,649.00 317,985.82 630,634.82 (1)Purchasing -- 312,649.00 317,985.82 630,634.82 (2)Transferred from the construction in -- progress 3. Decrease in the year 1,828,000.00 315,293.00 225,746.40 2,369,039.40 (1)Disposal or discard as useless 1,828,000.00 315,293.00 225,746.40 2,369,039.40 (2)Decrease of cooperation combination -- -- -- -- (3)Transferred to investment property -- -- -- -- 4. Closing balance 104,240,689.58 15,927,469.18 14,319,527.15 134,487,685.91 II.Accumulated depreciation 1.Opening balance 59,822,761.65 11,908,897.93 10,176,035.69 81,907,695.27 2. Increase in the year 2,308,924.14 664,284.03 707,670.18 3,680,878.35 Including:withdrawing 2,308,924.14 664,284.03 707,670.18 3,680,878.35 3. Decrease in the year 1,668,237.72 -- 214,459.08 1,882,696.80 (1)Disposal or discard as useless 1,668,237.72 -- 214,459.08 1,882,696.80 (2)Decrease of corporate combination -- -- -- -- (3)Transferred to investment property -- -- -- -- 4. Closing balance 60,463,448.07 12,573,181.96 10,669,246.79 83,705,876.82 III. Provision for Impairment 1.Opening balance -- -- -- -- 2. Increase in the year -- -- -- -- Including:Withdrawing -- -- -- -- 3. Decrease in the year -- -- -- -- 4. Closing balance -- -- -- -- 103 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Electronic Houses& Transportation Item equipment and Total Buildings equipment others IV. Book value 1. Ending book value 43,777,241.51 3,354,287.22 3,650,280.36 50,781,809.09 2. Beginning book value 46,245,927.94 4,018,571.25 4,056,797.03 54,321,296.22 Note: (1)The depreciation for the current year is RMB 3,680,878.35. There were no constructions in progress transferred to fixed assets during the period. (2)Details of fixed assets whose ownership are restricted As of 30 Jun 2015, amounting to RMB 22,810,665.09 (original cost is RMB 49,696,185.15) of houses& buildings (book value RMB 23,597,554.47 with original cost RMB 49,696,185.15 as of Dec.31,2014) were used as mortgage for the long-term loans (including long-term loans that would mature within one year). Refer to Note 6.45). 6.13 Intangible assets Item Software Taxi license Total I.Carrying value 1. Opening balance 2,241,800.00 6,368,000.00 8,609,800.00 2.Increase in the year -- -- -- (1)Purchased -- -- -- (2)Internally developed -- -- -- (3)Increase of corporate combination -- -- -- 3. Decrease in the year -- -- -- (1)Disposal -- -- -- (2)Decrease of corporate combination -- -- -- 4. Closing balance 2,241,800.00 6,368,000.00 8,609,800.00 II.Accumulated amortization 1.Opening balance 1,180,653.17 1,227,920.00 2,408,573.17 2. Increase in the year 192,379.98 83,790.00 276,169.98 Including:withdrawing 192,379.98 83,790.00 276,169.98 3. Decrease in the year -- -- -- (1)Disposal -- -- -- 104 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Item Software Taxi license Total (2)Decrease of corporate combination -- -- -- 4. Closing balance 1,373,033.15 1,311,710.00 2,684,743.15 III. Provision for impairment -- -- -- 1. Opening balance -- -- -- 2. Increase in the year -- -- -- Including: withdrawing -- -- -- 3. Decrease in the year -- -- -- 4. Closing balance -- -- -- IV. Book value 1. Ending book value 868,766.85 5,056,290.00 5,925,056.85 2. Beginning book value 1,061,146.83 5,140,080.00 6,201,226.83 6.14 Long-term deferred assets Opening Other Closing Reason for other Item Increase Amortization balance reductions balance reductions Renovation costs 237,242.59 379,800.00 109,576.44 -- 507,466.15 Others 76,916.82 -- 35,499.96 -- 41,416.86 Total 314,159.41 379,800.00 145,076.40 -- 548,883.01 6.15 Deferred tax assets (1) Recognized deferred tax assets Closing balance Opening balance Item Deductible or taxable Deferred tax Deductible or taxable Deferred tax assets temporary differences assets temporary differences Provision for impairment 4,392,296.58 17,569,186.32 6,278,596.97 25,114,387.88 losses of assets Dismission welfare -- -- -- -- Deductible loss 5,831,284.22 23,325,136.88 3,908,766.86 15,635,067.44 Sales agency fees -- -- -- -- Expected profit for advances 7,768,078.99 31,072,315.97 2,324,965.32 9,299,861.26 from customers Eliminated unrealized profit when consolidating financial 1,142,180.88 4,568,723.54 1,344,264.82 5,377,059.31 statement Total 19,133,840.67 76,535,362.70 13,856,593.97 55,426,375.89 105 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (2) Details of unrecognized deferred tax assets Item Closing balance Opening balance Deductible operating losses 1,720,972.29 1,718,556.24 Bad debt provision 49,444,405.95 49,444,405.95 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 22,895,326.66 22,895,326.66 Total 134,980,955.19 134,978,539.14 (3) Unrecognized deductible losses of deferred tax assets will be expire at the end of following years Year Closing balance Opening balance 2015 2,662,914.18 2,662,914.18 2016 1,008,640.93 1,008,640.93 2017 121,995.97 136,226.52 2018 2,942,308.35 2,942,317.62 2019 148,029.72 124,125.69 Total 6,883,889.15 6,874,224.94 6.16 Short-term loans Item Closing balance Opening balance Entrusted loan -- -- Credit Loan 30,000,000.00 30,000,000.00 Mortgage Loan 50,000,000.00 -- Pledged Loan 148,773,616.64 119,846,192.64 合计 228,773,616.64 149,846,192.64 Note: Refer to note 6.2/Notes receivable and note 6.3/Accounts receivable for the details. 6.17 Notes payable Item Closing balance Opening balance Trade acceptance -- -- Bank acceptance -- 2,780,000.00 Total -- 2,780,000.00 Note: There were no notes payable that were mature but not paid at the end of the year. 6.18 Accounts payable 106 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (1) Details of accounts payable Item Closing balance Opening balance Within 1 year 221,497,414.72 298,794,068.00 Over 1 year 104,321,016.93 242,744,694.36 Total 325,818,431.65 541,538,762.36 (2)There were no any accounts payable to shareholders holding 5% or more of the Group’s shares with voting right or to related parties in the reporting period. (3)Significant accounts payable aged more than one year is for the unsettled project at the end of the period. 6.19 Advances from customers (1) Details of advances from customers Item Closing balance Opening balance Within one year 340,886,706.76 116,587,933.19 Over one year 25,202,680.00 27,727,988.15 Total 366,089,386.76 144,315,921.34 (2) There were no any advances from customers to shareholders holding 5% or more of the Group’s shares with voting right or to related parties in the reporting period. (3)Significant advances from customers aged more than one year is the import and export agency business payment and advanced payment from housing buyers, as such receipts have not been transferred into income at the end of the period. (4) Details of advances from customers Item Closing balance Opening balance Estimated time of completion Jinye Island villa No.6 6,500,000.00 6,500,000.00 Completed Jinye Island villa No.10 20,074,459.00 27,191,578.00 Completed Jinye Island villa No.11 1,112,624.00 632,624.00 Completed Shenfang Chuanqishan 183,026,365.60 36,241,532.00 Completed Shenfang Shanlin Garden 85,812,745.00 20,315,434.00 Completed Yuejing dongfang 13,427,399.00 8,637,269.00 Completed Total 309,953,592.60 99,518,437.00 6.20 Employee benefits payable (1) Details of employee benefits payable Item Opening balance Increase Decrease Closing balance I.Short-term remuneration 36,791,196.66 66,289,105.21 66,765,134.01 36,315,167.86 II.Post-employment benefit-defined 1,277,645.37 5,063,298.46 5,056,194.14 1,284,749.69 107 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Item Opening balance Increase Decrease Closing balance benefit plans III. Severance welfares -- -- -- -- IV. Other benefits due within 1 year -- -- -- -- Total 38,068,842.03 71,352,403.67 71,821,328.15 37,599,917.55 (2) Details of short-term remuneration Item Opening balance Increase Decrease Closing balance I.Salary, bonus, allowance and subsidies 34,905,319.98 57,203,106.37 57,557,133.67 34,551,292.68 II. Employee welfare -- 2,132,787.29 2,132,787.29 III. Social insurance premium 1,094,679.31 3,121,953.19 3,121,953.19 1,094,679.31 Including: Medical insurance premium 1,093,804.76 2,683,377.39 2,683,377.39 1,093,804.76 Industries insurance premium 672.12 201,204.67 201,204.67 672.12 Maternity insurance premium 202.43 237,371.13 237,371.13 202.43 IV. Housing fund 4,140.10 2,775,097.00 2,775,097.00 4,140.10 V. Union expenses and employee education 787,057.27 1,056,161.36 1,178,162.86 665,055.77 expenditure VI. Short-term paid absence -- -- -- -- VII. Short-term profit share plan -- -- -- -- Total 36,791,196.66 66,289,105.21 66,765,134.01 36,315,167.86 (3) The details of defined contribution plans Item Opening balance Increase Decrease Closing balance I. Basic endowment insurance 1,250,798.81 3,168,168.37 3,168,168.37 1,250,798.81 premium II. Unemployment insurance 114.92 152,783.11 152,783.11 114.92 premium III. Company annuity payment 26,731.64 1,742,346.98 1,735,242.66 33,835.96 Total 1,277,645.37 5,063,298.46 5,056,194.14 1,284,749.69 Note: The Group participates in the basic endowment insurance and unemployment plan sponsored by the government according to the regulations. Beside the monthly payment mentioned above, the Group undertakes no further payment obligation. The related expenses are recognized in profit and loss or the cost of relevant asset in the current period when incurred. 108 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 6. 21 Taxes payable Item Closing balance Opening balance Corporate income tax 70,165,400.67 71,199,952.35 Individual income tax 726,942.20 732,767.28 Property tax 1,763,706.34 1,763,706.34 Land appreciation tax 30,283,801.38 7,142,066.16 Business tax 11,945,466.30 13,509,112.94 Construction tax 727,463.08 856,235.33 Education surcharge 418,740.66 475,089.21 Local Education surcharge 268,671.60 298,969.54 Others 77,222.62 417,094.52 Total 116,377,414.85 96,394,993.67 6.22 Interest payable Item Closing balance Opening balance Interest of long-term loans with interest payable by 1,156,396.64 2,181,117.24 installments and principle payable on maturity Interest payable on short-term loans -- -- Others 16,535,277.94 16,535,277.94 Total 17,691,674.58 18,716,395.18 Note: The balance of “Other” refers to the interest payable to Shenzhen Investment Holdings Co.,Ltd., being accrued for the loans. Please refer refer to note 9.6 (2). 6.23 Other payables (1)Details of other payables Item Closing balance Opening balance Land appreciation tax accrued 134,623,396.17 128,273,955.95 Payable to related parties 87,730,550.08 88,340,761.01 Deposit 46,334,935.87 48,535,401.89 Others 145,960,860.96 141,721,798.91 Total 414,649,743.08 406,871,917.76 (2) Other payables to shareholders holding 5% or more of the Group’s shares with voting right or to related parties in the reporting period. Please refer to Note 9.6 Related party accounts receivable and payable. 109 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (3) Description of significant other payables aged more than one year Name of entity Amount Reason for overdue If paid after reporting date Tax accrued- land appreciation tax 117,730,650.44 Unexpired No Shenzhen Investment Holdings Co.,Ltd. 53,848,819.24 Unsettled No Total 171,579,469.68 (4) 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 ". As at Jun 30, 2015, the closing balance is RMB 134,623,396.17. 6.24 Non-current liabilities due within one year (1)Details of non-current liabilities due within one year Item Closing balance Opening balance Long-term loans due within one year (Note 6.25) 255,498,849.98 453,207,700.00 Total 255,498,849.98 453,207,700.00 (2) Long-term loan due within one year 1) Details of Long-term loan due within one year Item Closing balance Opening balance Loan with mortgage 255,498,849.98 453,207,700.00 Total 255,498,849.98 453,207,700.00 2)Top 5 long-term loans due within one year Inception date Lender Maturity date Currency Closing balance Opening balance of loans China Construction 2012.8.28 2015.8.27 RMB 50,000,000.00 100,000,000.00 Bank(Shenzhen 2012.11.21 2015.8.27 RMB 10,000,000.00 100,000,000.00 Branch) Shanghai Bank(Shenzhen 2013.12.27 2016.6.27 RMB 48,000,000.00 48,000,000.00 Branch) 2014.11.27 2016.6.27 RMB 24,000,000.00 24,000,000.00 Shenzhen Rural 2013.8.29 2016.6.21 RMB 13,200,000.00 13,200,000.00 Commercial Bank 2012.6.14 2015.6.14 RMB -- 40,909,090.94 Huashang Bank 2015.5.7 2016.6.7 RMB 40,000,000.00 -- (Shenzhen Branch) 110 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Inception date Lender Maturity date Currency Closing balance Opening balance of loans Communication Bank(Shantou 2013.4.22 2016.4.15 RMB 32,989,352.23 -- Huangshan Branch) Total 218,189,352.23 326,109,090.94 Note: (a)Amounts repaid after the balance sheet date are RMB 72,389.0 thousand. (b)The rates of above borrowing depend on the benchmark interest rate of the People's Bank of China for the same period plus a certain proportion floating of the benchmark interest rate. 6.25 Long-term loans (1) Long-term loans categories Item Closing balance Opening balance Loan with mortgage 725,175,144.24 932,193,279.95 Less: long-term loans due within one year (Note 6.24) 255,498,849.98 453,207,700.00 Total 469,676,294.26 478,985,579.95 Note: The categories and amounts of mortgaged assets of mortgaged loans are shown in note 6.45. (3)Top 5 significant long-term loans Lender The inception of loans Maturity date Currency Closing balance Opening balance Huashang Bank (Shenzhen 2015.5.7 2025.5.7 RMB 160,000,000.00 -- Branch) Shenzhen Rural 2014.11.27 2019.11.27 RMB 75,375,000.00 94,000,000.00 Commercial Bank 2013.8.29 2018.8.29 RMB 72,600,000.00 79,200,000.00 Zheshang Bank(Shenzhen 2013.8.23 2018.8.16 RMB 83,000,000.00 93,000,000.00 Branch) Bank of Shanghai 2013.12.27 2016.12.27 RMB 30,000,000.00 54,000,000.00 (Shenzhen Branch) Beijing Bank(Shenzhen 2014.12.9 2017.12.9 RMB 35,000,000.00 40,000,000.00 Branch) Total 455,975,000.00 360,200,000.00 Note: The rates of above loans depend on the benchmark interest rate of the People's Bank of China for the same period adding a certain floating proportion of the benchmark interest rate. 111 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 6.26 Long-term payables Details of long-term payables Item Closing balance Opening balance Maintenance fund 10,891,521.49 11,267,012.97 Total 10,891,521.49 11,267,012.97 6.27 Share capital Changes for the period(+ 、-) Item Opening balance Newly issued Bonus Capitalization of Closing balance Other Subtotal shares issued surplus reserve Total shares 1,011,660,000.00 -- -- -- -- -- 1,011,660,000.00 6.28 Capital surplus Item Opening balance Increase Decrease Closing balance Capital premium 557,433,036.93 -- -- 557,433,036.93 Including: Capital contributed by investors 557,433,036.93 -- -- 557,433,036.93 Other capital reserve 420,811,873.18 -- -- 420,811,873.18 Including: Transfer from capital reserve under the previous 420,811,821.17 -- -- 420,811,821.17 accounting system Total 978,244,910.11 -- -- 978,244,910.11 6.29 Other comprehensive income Amount incurred this year Less: previous Accrual years Attributable Attributable Opening before Less: Closing Item ‘ OCI to parent to minority balance income income balance transferred company shareholders tax this tax to P&L in after tax after tax year current. period I. Other comprehensive income that could not be -- -- -- -- -- -- -- classified into profit and loss in the future 112 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Amount incurred this year Less: previous Accrual years Attributable Attributable Opening before Less: Closing Item ‘ OCI to parent to minority balance income income balance transferred company shareholders tax this tax to P&L in after tax after tax year current. period II.Other comprehensive income that would be 9,510,918.16 -19,916.59 -- -- 100,796.80 -120,713.39 9,611,714.96 classified into profit and loss in the future including:the difference of foreign currency 9,510,918.16 -19,916.59 -- -- 100,796.80 -120,713.39 9,611,714.96 financial statement translation Total 9,510,918.16 -19,916.59 -- -- 100,796.80 -120,713.39 9,611,714.96 6.30 Surplus reserve Item Opening balance Increase Decrease Closing balance Statutory surplus reserve 4,974,391.15 37,200,223.52 -- 42,174,614.67 Total 4,974,391.15 37,200,223.52 -- 42,174,614.67 6.31 Undistributed profit Amount for the Amount for the Proportion of Item current period prior period appropriation Before adjustment: Undistributed profits at the end of prior 157,147,182.36 -140,886,134.13 year Adjustment: adjust the beginning undistributed profits -- -- (Increase +, decrease -) After adjustment: Undistributed profits at beginning of year 157,147,182.36 -140,886,134.13 Plus: net profit attributable to the shareholders of the 186,407,824.38 34,732,376.73 parent company in the period Less: Appropriation to the statutory surplus reserve 37,200,223.52 -- 113 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Amount for the Amount for the Proportion of Item current period prior period appropriation Appropriation to discretionary surplus reserve -- -- Common stock dividends declared -- -- Conversion of ordinary shares’ dividends into share capital -- -- Undistributed profit at the end of the period 306,354,783.22 -106,153,757.40 6.32 Operating income and costs (1) Operating income and operating costs Item Amount for the current period Amount for the prior period Principal operating income 1,136,260,495.32 559,536,246.95 Other operating income 11,292,278.64 13,538,112.36 Total of operating income 1,147,552,773.96 573,074,359.31 Principal operating costs 688,386,890.94 421,104,716.98 Other operating costs 9,258,985.21 11,703,046.72 Total of operating costs 697,645,876.15 432,807,763.70 (2)Principal operating activities (classified by industries) Amount for the current period Amount for the prior period Name of industry Operating income Operating costs Operating income Operating costs Real estate 778,325,116.00 373,731,699.64 267,924,034.00 162,993,544.27 Construction 288,560,669.29 274,146,245.43 232,061,391.98 219,036,296.31 Leasing 40,340,045.53 15,684,513.28 37,319,392.86 17,579,397.00 Property management 53,788,728.05 49,335,954.47 48,990,911.75 44,145,924.56 Subtotal 1,161,014,558.87 712,898,412.82 586,295,730.59 443,755,162.14 Less: offset the internal amount 24,754,063.55 24,511,521.88 26,759,483.64 22,650,445.16 Total 1,136,260,495.32 688,386,890.94 559,536,246.95 421,104,716.98 (3) Principal operating activities (classified by geographical areas) Amount for the current period Amount for the prior period Name of geographical area Operating income Operating costs Operating income Operating costs Domestic: GuangDong Province 1,121,494,711.98 675,731,968.47 585,995,267.08 443,755,162.14 Others 39,256,306.71 37,166,444.35 -- -- Overseas: 263,540.18 -- 300,463.51 -- Subtotal 1,161,014,558.87 712,898,412.82 586,295,730.59 443,755,162.14 Less: offset the internal amount 24,754,063.55 24,511,521.88 26,759,483.64 22,650,445.16 Total 1,136,260,495.32 688,386,890.94 559,536,246.95 421,104,716.98 114 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (4) Operating income from the Company’s top 5 customers Amount for the current period Total operating income Proportion to total operating income of the Company (%) Corporation unit No.1 10,723,075.42 0.93 Individual No.1 10,147,591.00 0.88 Corporation unit No.2 8,765,196.00 0.76 Corporation unit No.3 7,970,000.00 0.69 Corporation unit No.4 7,776,000.00 0.68 Total 45,381,862.42 3.95 (Continued) Amount for the prior period Total operating income Proportion to total operating income of the Company (%) Corporation unit No.1 11,049,404.56 1.92 Corporation unit No.2 9,492,962.54 1.66 Corporation unit No.3 8,600,000.00 1.50 Corporation unit No.4 5,688,349.69 0.10 Corporation unit No.5 5,803,799.00 0.10 Total 40,634,515.79 5.28 6.33 Business taxes and surcharges Item Amount for the current period Amount for the prior period Business tax 52,611,770.88 26,486,953.63 City construction and maintenance tax 3,676,074.73 1,844,728.33 Education surcharges 1,633,057.08 786,161.23 Property tax 3,147,535.56 3,147,535.56 Land appreciation tax 67,402,567.36 7,888,879.25 Local education surcharges 1,007,544.94 524,107.48 Embankment Protection Fee 133,784.09 210,224.78 Total 129,612,334.64 40,888,590.26 Note: Details of business taxes and surcharges please refer to Note 5 Taxation. 6.34 Selling expenses Item Amount for the current period Amount for the prior period Employee benefits 2,185,633.42 1,409,837.69 Advertising expenses 859,282.31 6,573,434.00 Entertainment expenses 431,393.00 243,073.00 115 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Item Amount for the current period Amount for the prior period Sales agency fees and commissions 12,045,046.88 2,186,632.33 Others 1,724,821.14 3,833,249.27 Total 17,246,176.75 14,246,226.29 6.35 Administrative expenses Item Amount for the current period Amount for the prior period Employee benefits 16,438,072.85 14,606,929.51 Taxes 1,867,538.36 1,080,363.33 Depreciation 1,779,493.54 1,923,998.68 Entertainment expenses 1,503,771.42 1,603,284.50 Intermediary fee 1,408,255.95 395,583.12 Travel expense 1,073,181.57 277,541.82 Administrative expenses 624,088.54 517,476.07 Repair charge 353,534.20 375,352.00 Water and electricity charges 569,519.97 562,917.26 Other amortization 339,187.58 364,037.08 Others 2,749,339.92 3,889,245.83 Total 28,705,983.90 25,596,729.20 6.36 Financial expenses Item Amount for the current period Amount for the prior period Interest expenses 29,574,363.82 39,714,444.44 Less: Interest income 3,409,072.24 5,356,386.45 Less: capitalized interest expenses 1,519,728.41 24,659,313.11 Exchange differences 6,742.52 -105,580.28 Less: Capitalized exchange differences -- 233,241.81 Others 303,626.16 9,826,406.41 Total 24,955,931.85 39,714,444.44 6.37 Impairment losses of assets Item Amount for the current period Amount for the prior period Bad debt loss 159,351.00 -- 116 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 6.38 Investment income (1) Details of investment income Amount for the current Amount for the prior Item period period Investment income from long-term investments under cost method 350,000.00 -- Investment income from long-term investments under equity method -129,692.73 -- Investment income on disposal of long-term investments -- -- Investment income from holding trading financial assets -- -- Total 220,307.27 -- (2) Income from long-term investments under equity method Amount for the current Name of investee Amount for the prior period Reasons for changes period Shenzhen Ronghua JiDian Co.,ltd -129,692.73 -- Investee’s operating loss Total -129,692.73 -- 6.39 Non-operating income Amount for the Amount for the Amount included in non-recurring Item current period prior period profit or loss for the period Total gains on disposal of non-current assets -- 396.00 -- Including: Gains on disposal of fixed assets -- -- -- Gains on penalty 396,437.33 -- 396,437.33 Others 65,267.79 496,884.70 65,267.79 Total 461,705.12 497,280.70 461,705.12 6.40 Non-operating expenses Amount for the Amount for the Amount included in non-recurring Item current period prior period profit or loss for the period Total losses on disposal of non-current assets 10,037.32 1,289.90 10,037.32 Including: Losses on disposal of fixed assets 10,037.32 1,289.90 10,037.32 Donations to third parties 44,000.00 -- 44,000.00 Penalty expense -- 1,320.95 -- Compensation expense 50.00 53,000.00 50.00 Others 24,727.83 64,576.43 24,727.83 Total 78,815.15 120,187.28 78,815.15 117 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 6.41 Income tax expenses (1) Details of income tax expenses Item Amount for the current period Amount for the prior period Current tax expense calculated according to 68,703,538.14 15,333,005.11 tax laws and relevant requirements Adjustments to deferred tax -5,277,246.70 -- Total 63,426,291.44 15,333,005.11 (1) The process of calculating the income tax based on accounting profit Item Incurred in the current year Consolidated profit this year 249,830,316.91 Income tax calculated at legal or applicable tax rate 62,457,579.23 Impact of various tax rates applicable to subsidiaries -- Adjustment of impact on the income tax in the previous period 253,308.80 Impact of non-taxable income -- Impact of non-deductible cost, expense and loss 291,249.12 Impact of deductible losses deferred income tax assets unconfirmed in the previous use period 424,154.29 Impact of the deductible temporary differences or deductible loss of unconfirmed deferred tax -- assets of this year. Changes of the deferred tax assets/liability caused by the adjustment of tax rate -- Income taxes 63,426,291.44 6.42 Other comprehensive income Note: Please refer to note 6.29. 6.43 Notes to items in the cash flow statements (1) Other cash receipts relating to operating activities Item Amount for the current period Amount for the prior period Interest income 3,702,703.58 11,115,905.09 Cash pledge and security deposits 13,400,587.78 7,059,143.48 Security deposit for mortgage -- -- Property license fee and survey fee 1,624,784.25 2,136,966.14 Others 24,232,913.05 40,028,327.25 Total 42,960,988.66 60,340,341.96 118 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (2) Other cash payments relating to operating activities Item Amount for the current period Amount for the prior period Cash paid to general and administrative expenses 9,992,904.33 6,111,923.53 Cash paid to operating expenses 16,924,176.59 3,424,691.38 Cash pledge and security deposits 15,151,522.32 7,975,771.32 Property license fee and survey fee 1,156,112.97 3,103,926.86 Others 19,045,444.59 51,046,649.86 Total 62,270,160.80 71,662,962.95 (3)Other cash receipts relating to financing activities Item Amount for the current period Amount for the prior period Certificate of deposit pledged -- -- The guarantee deposit 2,785,000.00 -- Others -- -- Total 2,785,000.00 -- 6.44 Supplementary information to the cash flow statement (1) Supplementary information to the cash flow statement Amount for the Amount for the Item current period prior period I.Reconciliation of net profit to cash flows from operating activities: Net profit 186,404,025.47 34,752,731.76 Add:Provision for asset impairment 159,351.00 -- Depreciation of fixed assets, bio-assets, and natural gas 13,952,957.67 14,267,847.55 Amortization of intangible assets 276,169.98 276,169.98 Amortization of long-term deferred expense 145,076.40 107,096.30 Losses on disposal of fixed assets, intangible assets and other long-term 9,932.32 -- assets(deduct: gains) Losses on scrapping of fixed assets (deduct: gains) 105.00 -- Loss of fair value variation (deduct: gains) -- -- Financial expenses (deduct: gains) 28,205,431.12 15,055,131.33 Losses from investments (deduct: gains) -220,307.27 -- Decrease in deferred tax assets (deduct: increase)) -5,277,246.70 -- Increase in deferred tax liabilities (deduct: decrease) -- -- Decrease in inventories (deduct: increase) 342,132,988.01 -141,746,190.96 Decrease in operating receivables (deduct: increase) -152,329,521.97 -14,789,214.12 119 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Amount for the Amount for the Item current period prior period Increase in operating payables (deduct: decrease) 42,427,982.92 292,101,178.48 Others -- -- Net cash flows from operating activities 455,886,943.95 200,024,750.32 II.Investing and financing activities that do not affect cash receipt and payment Liabilities converted capital -- -- Reclassify convertible bonds to be expired within one year as current liability -- -- Fixed assets subject to finance leases -- -- III. Net increase in cash and cash equivalents: -- -- Cash at the end of the period 966,629,585.33 551,005,901.22 Less: cash at the beginning of the period 670,119,849.03 519,284,372.44 Add: cash equivalents at the end of the period -- -- Less: cash equivalents at the beginning of the period -- -- Net increase in cash and cash equivalents 296,509,736.30 31,721,528.78 (2)Information of cash and cash equivalents Amount for the Amount for the Item current period prior period I.Cash 966,629,585.33 670,119,849.03 Including: Cash on hand 79,061.23 61,413.08 Bank deposits 966,550,524.10 670,058,435.95 Other monetary funds -- -- Deposits with the central bank -- -- Deposits made with other banks -- -- Placements with banks -- -- II.Cash equivalents -- -- Including: Investments in debt securities due within three months -- -- III. Closing balance of cash and cash equivalents 966,629,585.33 670,119,849.03 6.45 Ownership or use-right restricted assets The reasons for Categories of assets Item Closing balance restriction Subtotal of pledged or mortgaged assets: Inventories (Real estate developed product ) Jinye Island Multi-tier villa 38,933,768.09 mortgaged Inventories (Real estate developed product ) Real Estate Building 5-6 floor 7,492,175.18 mortgaged 120 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) The reasons for Categories of assets Item Closing balance restriction Investment property Shenfang Square 241,164,083.88 mortgaged Investment property Petrel Building 69,398,943.73 mortgaged Investment property GuoShang North 2 floor 57,818,545.54 mortgaged Fixed assets Shenfang Square 46-48 floor 22,810,665.09 mortgaged Subtotal of assets whose ownership or -- use-right are restricted by other reasons: Monetary fund Other monetary fund 6,000,000.00 Refer to note 6.1 Monetary fund Other monetary fund 52,400.00 Refer to note 6.1 Total 443,670,581.51 6.46 The items of foreign currency (1) Details of items of foreign currency Balance of foreign currency at Balance of RMB Item Exchange rate year end converted Monetary fund Including:USD 155,478.73 6.1136 950,534.75 HKD 10,217,018.61 0.78861 8,057,243.05 Other accounts receivable Including:USD -- -- -- HKD 20,184,867.00 0.78861 15,917,987.96 Other accounts payable Including:USD 15,465,863.08 6.1136 94,552,100.53 HKD 15,918,034.59 0.78861 12,553,121.26 (2)Oversea operating entities The Group’s significant oversea operating entities are American Great Wall Co., Ltd and Fresh Peak Investment Co., Ltd. American Great Wall Co., Ltd chooses the USD as the its functional currency, for its main operating activities are in the USA; Fresh Peak Investment Co., Ltd. chooses the RMB as its functional currency, for it is a investment company and its main operating activities are in the mainland of China. Note 7 The changes of the scope of consolidation There were no changes for the Group’s consolidation scope this year. Note 8 Equities in other entities. 121 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 8.1 Equities in the subsidiaries (1) The formation of the Group Shareholding Main operating Reg. Business Method of Name of the subsidiary proportion(%) area place nature acquiring Direct Indirect Acquiring through Shenzhen Petrel Hotel Co. Ltd. Shenzhen Shenzhen Services 68.10 31.90 establishment or investment Acquiring through Shenzhen City Property Shenzhen Shenzhen Services 95.00 5.00 establishment or Management Ltd. investment Acquiring through Shenzhen Zhen Tung Engineering Shenzhen Shenzhen Services 73.00 27.00 establishment or Ltd. investment Acquiring through Shenzhen City We Gen Shenzhen Shenzhen Services 75.00 25.00 establishment or Construction Management Ltd. investment Acquiring through Shenzhen City Car Rental Ltd. Shenzhen Shenzhen Services 55.00 45.00 establishment or investment Acquiring through Shenzhen Shenfang Car Park Ltd. Shenzhen Shenzhen Services 70.00 30.00 establishment or investment Acquiring through Shenzhen City Shenfang Shenzhen Shenzhen Investment 90.00 10.00 establishment or Investment Ltd. investment Acquiring through Shenzhen City Shenfang Free Commecial Shenzhen Shenzhen 95.00 5.00 establishment or Trade Trading Ltd. trade investment Acquiring through Shenzhen City SPG Long Gang Shenzhen Shenzhen Real estate 95.00 5.00 establishment or Development Ltd. investment Shenzhen Special Economic Zone Acquiring through Real Estate (Group) Guangzhou Guangzhou Guangzhou Real estate 100 -- establishment or Property and Estate Co., Ltd. investment 122 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Shareholding Main operating Reg. Business Method of Name of the subsidiary proportion(%) area place nature acquiring Direct Indirect Beijing fresh peak property Acquiring through development management limited Beijing Beijing Real estate 75.00 25.00 establishment or company investment Acquiring through Beijing SPG Property Beijing Beijing Services 10.00 90.00 establishment or Management Limited investment Acquiring through Shenzhen ShenWu Elebator Shenzhen Shenzhen Services -- 100.00 establishment or Co.,Ltd investment Acquiring through Shenzhen Lain Hua Industry and Shenzhen Shenzhen Services 95.00 5.00 establishment or Trading Co. Ltd. investment Acquiring through Investment and Fresh Peak Holding Ltd. HongKong HongKong 100.00 -- establishment or management investment Acquiring through Investment Wellam Ltd. HongKong HongKong -- 100.00 establishment or holding investment Acquiring through Shantou SEZ Wellam Fty Bldg., ShanTou ShanTou Real estate -- 100.00 establishment or Dev. Co. investment Acquiring through Shantou Huafeng Estate Dev.Co. ShanTou ShanTou Real estate 100.00 -- establishment or investment Acquiring through Great Wall Estate Co., Inc USA USA Real estate 70.00 -- establishment or investment Acquiring through Investment and Fresh Peak Holdings Ltd. HongKong HongKong 100.00 -- establishment or management investment Acquiring through Fresh Peak Investment Ltd. HongKong HongKong Investment -- 55.00 establishment or 123 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Shareholding Main operating Reg. Business Method of Name of the subsidiary proportion(%) area place nature acquiring Direct Indirect investment Acquiring through Investment and Openice Ltd. HongKong HongKong 20.00 80.00 establishment or management investment Acquiring through Barenie Co. Ltd. HongKong HongKong Investment 80.00 -- establishment or investment Acquiring through Keyear Development Ltd. HongKong HongKong Investment -- 100.00 establishment or investment Acquiring through Guangzhou Huangpu Xizun real GuangZhou GuangZhou Real estate -- 100.00 establishment or estate limited company investment Acquiring through Fresh Peak Real Estate Dev. WuHan WuHan Real estate -- 100.00 establishment or Construction (Wuhan) Co. Ltd.* investment Subsidiary acquired Shantou Special Economic Zone through emerge Real Estate (Group) Songshan Shantou Shantou Real estate -- 100.00 under non-common Property and Estate Co., Ltd. control Acquiring through Shenzhen Shenfang Department Commecial Shenzhen Shenzhen 95.00 5.00 establishment or Store Co. Ltd.* ① trade investment Acquiring through Shenzhen CyberPort Co., Ltd *② Shenzhen Shenzhen Consultant 70.00 -- establishment or investment Acquiring through Shenzhen City SPG Bao An Shenzhen Shenzhen Real estate 95.00 5.00 establishment or Development Ltd.* ③ investment Acquiring through Shenzhen Real Estate Integrated shenzhen shenzhen 100.00 -- establishment or Consolidated Service Co., Ltd *④ Services investment 124 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Shareholding Main operating Reg. Business Method of Name of the subsidiary proportion(%) area place nature acquiring Direct Indirect Acquiring through Shenzhen Shen Fang Industrial Shenzhen Shenzhen Investment 100.00 -- establishment or Development Co., Ltd.* ⑤ investment Shenzhen Tefa Real Estate Acquiring through Consolidated Service Co., Ltd.* Shenzhen Shenzhen Services 100.00 -- establishment or ⑥ investment Acquiring through Bekaton Property Limited *⑦ Australia Australia Real estate 60.00 -- establishment or investment Acquiring through Canada Great Wall ( Vancouver) Canada Canada Real estate -- 60.00 establishment or *⑦ investment Acquiring through Commecial Paklid Limited *⑦ HongKong HongKong 100.00 -- establishment or trade investment Shenzhen City Shenfang Acquiring through Commecial Construction and Decoration Shenzhen Shenzhen 100.00 -- establishment or trade Materials Ltd *⑧ investment Acquiring through Shenzhen ZhongGang Haiyan Integrated Shenzhen Shenzhen 68.00 -- establishment or Enterprise Ltd. *⑨ Services investment Acquiring through Shenzhen Xing Dongfang Store Commecial Shenzhen Shenzhen 100.00 -- establishment or Ltd.* ⑩ trade investment Guangdong Province Fengkai Acquiring through Guangdongfen Guangdong Lain Feng Cement Manufacturing Manufacture -- 90.00 establishment or gkai fengkai Co., Ltd * investment *① 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 125 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. *② 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. *③ 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 statements. 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 statements. *④ 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 February 2002 because of failing to take part in annual inspection. *⑤ 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 February 2002 because of failing to take part in annual inspection. *⑥ Shenzhen Tefa Real Estate Consolidated Service Co., Ltd The operating period of this corporation is from 7 March 1983 to 10 April 1995. And 126 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. *⑦ Bekaton Property Limited ,Canada Great Wall ( Vancouver)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 on Dec.13, 2000. *⑧ 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. *⑨Shenzhen 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. *⑩ 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. * 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 *①, *②, *③, 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. The following are the details. 127 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Accounting Investment Investee Opening balance Changes Closing balance Method cost Shenzhen Shen Fang Industrial Cost Method 4,500,000.00 4,500,000.00 -- 4,500,000.00 Development Co., Ltd Shenzhen ZhongGang Haiyan Cost Method 12,940,900.00 12,940,900.00 -- 12,940,900.00 Enterprise Ltd Shenzhen Real Estate Consolidated Cost Method 5,958,305.26 5,958,305.26 -- 5,958,305.26 Service Co., 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 Cost Method 8,180,003.63 8,180,003.63 -- 8,180,003.63 Consolidated Service Co., Ltd Shenzhen Xing Dongfang Store Ltd Cost Method 18,500,000.00 18,500,000.00 -- 18,500,000.00 Shenzhen City Shenfang Construction Cost Method 2,680,000.00 2,680,000.00 -- 2,680,000.00 and Decoration Materials Ltd Shenzhen Shenfang Department Cost Method 10,000,000.00 10,000,000.00 -- 10,000,000.00 Store Co. Ltd Shenzhen CyberPort Co., Ltd Cost Method 14,000,000.00 7,613,507.96 -- 7,613,507.96 Shenzhen City SPG Bao An Cost Method 20,000,000.00 20,379,525.68 -- 20,379,525.68 Development Ltd Shantou Huafeng Building Cost Method 68,731,560.43 58,547,652.25 -- 58,547,652.25 Guangdong Province Fengkai Lain Cost Method 121,265,000.00 56,228,381.64 -- 56,228,381.64 Feng Cement Manufacturing Co., Ltd Total 287,863,499.32 206,636,006.42 -- 206,636,006.42 (Continued) Increased current Provision for Current year Investee year provision for Remarks impairment cash dividends impairment Shenzhen Shen Fang Industrial Development Co., 4,500,000.00 -- -- Ltd Shenzhen ZhongGang Haiyan Enterprise Ltd 12,940,900.00 -- -- Shenzhen Real Estate Consolidated Service Co., Ltd 5,958,305.26 -- -- Paklid Limited 201,100.00 -- -- Bekaton Property Limited 906,630.00 -- -- Shenzhen Tefa Real Estate Consolidated Service 8,180,003.63 -- -- Co., Ltd 128 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Increased current Provision for Current year Investee year provision for Remarks impairment cash dividends impairment Shenzhen Xing Dongfang Store Ltd 18,500,000.00 -- -- Shenzhen City Shenfang Construction and 2,680,000.00 -- -- Decoration Materials Ltd Shenzhen Shenfang Department Store Co. Ltd 10,000,000.00 -- -- Shenzhen CyberPort Co., Ltd -- -- -- Shenzhen City SPG Bao An Development Ltd -- -- -- Sahntou Huafeng Building 58,547,652.25 -- -- Guangdong Province Fengkai Lain Feng Cement 56,228,381.64 -- -- Manufacturing Co., Ltd Total 178,642,972.78 -- -- (2)Significant non-wholly owned subsidiaries Minority Current year profit and loss Current year dividends Minority interest Name of subsidiary interest share attributable to minority distributed to minority equity balance at proportion (%) interest shareholders interest shareholders the end of the year Great Wall Estate Co., Inc 30.00 -123,310.93 -- -21,969,777.05 Fresh Peak Investment Ltd. 45.00 -831.95 -- -104,561,086.35 Barenie Co. Ltd. 20.00 -369.42 -- -2,026,054.53 (3) The main financial information of significant non-wholly owned subsidiary Closing balance Name fo subsidiary Non-current Current Non-current Current assets Total Assets Total liabilities assets liabilities liabilities Great Wall Estate 938,957.50 16,891,583.35 17,830,540.85 94,623,734.61 -- 94,623,734.61 Co., Inc Fresh Peak 220,030,019.54 24,793,206.35 244,823,225.89 254,673,315.62 -- 254,673,315.62 Investment Ltd. Barenie Co. Ltd. 918.73 30,373,713.87 30,374,632.60 32,738,560.14 -- 32,738,560.14 (Continued) Opening balance Name of subsidiary Non-current Current Non-current Current assets Total Assets Total liabilities assets liabilities liabilities Great Wall Estate 948,985.22 16,915,897.33 17,864,882.55 94,759,937.32 -- 94,759,937.32 Co., Inc Fresh Peak 220,030,019.94 24,793,206.35 244,823,226.29 254,671,467.24 -- 254,671,467.24 Investment Ltd. Barenie Co. Ltd. 919.27 30,373,713.87 30,374,633.14 32,736,713.60 -- 32,736,713.60 129 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (Continued) Incurred in current year Incurred in previous year Cash flow Cash flow Name of Total of Total of Operating from Operating from subsidiary Net profit comprehen Net profit comprehensive income operating income operating sive income income activities activities Great Wall 263,540.18 -8,658.47 110,519.48 -8,713.87 300,463.51 67,850.10 -623,495.21 67,727.52 Estate Co., Inc Fresh Peak -- -1,848.78 -- -- -- -147.89 -- -- Investment Ltd. Barenie Co. Ltd. -- -1,847.08 -- -- -- -173.81 -- -- 8.2 Equities in joint ventures or associated enterprises (1)Insignificant joint ventures or associated enterprises Item Closing balance/Incurred this year Opening balance/Incurred last year Joint ventures*①: Total investment book value 29,441,800.59 29,441,800.59 Totals of the following items calculated per respective shareholding proportion —Net profit -- -- —Other comprehensive income -- -- —Total comprehensive income -- -- Associated enterprises*②: Total investment book value 165,559.83 295,252.56 Totals of the following items calculated per respective shareholding proportion —Net profit -129,692.73 -- —Other comprehensive income -- -- —Total comprehensive income -- -- *① All of the Group’s joint ventures are insignificant. For details of the joint ventures, please refer to 6.10, including: 1) Guangdong 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 130 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 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. 2)Fengkai Xinghua Hotel The FengKai XingHua Hotel was announced bankruptcy by the Guangdong Province Zhaoqing City second-middle intermediate 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. 3)Jiangmen Xinjian Real Estate Co. Ltd., Xi’an 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 Note 6.10 for details. *② All associated enterprises of the Group are insignificant. For details of associated enterprises, please refer to note 6.10, including: 1) Shenzhen 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 prepared afterwards. As the end of the year, the book value of the investment account of the company is zero. According to the associate agreement, the company didn’t have the obligation to bear the additional loss. 2) Shenzhen 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 associate agreement, the company didn’t have the obligation to bear the additional loss. 131 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (2)The excess losses of the joint ventures or associated enterprises incurred. Accumulated Accumulated Unrecognized losses Name of the joint ventures or associated unrecognized losses unrecognized losses this year (or shared enterprises as of the end of last as of the end of this net profit this period) year period Shenzhen Fresh Peak property consultant Co., Ltd 701,817.53 -338,093.64 363,723.89 Note 9 Related party relationships and transactions 9.1 Parent of the Company Related party Type of the Place of Legal Name of the parent Business Nature relationship entity incorporation representative Investment, Real estate Shenzhen Investment Parent of the State-owned Guangdong province Fan Mingchun development, Shareholding Co. Ltd Group Enterprises Shenzhen Guarantee (Continued) Proportion of the Proportion of the Ultimate controlling Registered Company’s ownership Company’s voting Organization Name of the parent party of the capital interest held by the power held by the code Company parent (%) parent (%) RMB State-owned assets Shenzhen Investment 10.926 63.55 63.55 management 76756642-1 Shareholding Co. Ltd billion commitee 9.2 Subsidiaries of the Company Please refer to Note 8.1. 9.3 Associates and joint ventures of the entity Please refer to Note 8.2 –Equities in joint venture or associated enterprises 9.4 Other related parties of the Company Relationship between other related parties and the Name of other related party Organization code Company Shenzhen Jian'an Group Co., Ltd. The same controlling shareholders 19219737X 9.5 Related party transactions (1)Contracting with related parties 132 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) List of contracting item Basis of Contracting Name of main Type of Reception Expiration pricing of income contract issuing Name of contractor assets under date of date of contracting recognized in the party contracting contracting contracting income current period Shenzhen Jian'an Shenzhen Zhen Tung Construction 2012-6-1 Negotiations 3,732,153.00 Group Co., Ltd. Engineering Ltd (2)Guarantees with related parties Inception Expiration Whether execution of Guaranteed Guarantor Guaranteed party date of date of guarantee has been amount guarantee guarantee completed The Group Shantou Hualin Estate Dev. Co. 130,000,000.00 2013.4.17 2016.4.16 No 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. As of Jul.22, 2015, Shantou Hualin Estate Dev. Co have repaid all the loan received from Bank of Communications (Shantou Guoxin Branch). The company’s responsibility as guarantor has been finished. (3) Compensation for key management personal Item Amount for the current period Amount for the prior period Total 2.44 [million] 2.34 [million] 9.6 Amounts due from / to related parties (1) Amounts due from related party Closing balance Opening balance Item Carrying Bad debt Carrying Bad debt amount provision amount provision Accounts receivable Shenzhen Fresh Peak property consultant 1,086,709.89 -- 1,087,214.22 -- Co.,Ltd Total 1,086,709.89 -- 1,087,214.22 -- 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 133 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Closing balance Opening balance Item Carrying Bad debt Carrying Bad debt amount provision amount provision Shenzhen Runhua Automobile Trading Co., 3,072,764.42 3,072,764.42 3,072,764.42 3,072,764.42 Ltd 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 18,442,501.44 18,439,554.07 18,446,223.54 18,443,271.41 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 1,086,487.22 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 152,121,218.72 143,175,373.7 152,124,940.82 143,019,740.04 (2) Amounts due to related party Item 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 1,867,348.00 1,867,348.00 Manufacturing Co., Ltd Shenzhen Cyber Port Co., Ltd 7,972,749.26 7,964,749.26 Shenzhen Shenfang Group BaoAn Developing Co.,Ltd 20,093,445.07 20,093,445.07 Shenzhen Investment Holding Co.,Ltd 53,848,819.24 53,848,819.24 Total 88,348,761.01 88,340,761.01 Interest payable: Shenzhen Investment Holding Co.,Ltd 16,535,277.94 16,535,277.94 Total 16,535,277.94 16,535,277.94 134 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Note 10 Contingencies 10.1 Contingencies arising from pending litigations or arbitrations and their financial effects ① Xi’an project Lawsuit Xi’an Fresh Peak Holding limited company (hereinafter referred to as “Fresh Peak 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 assigned 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 Jun 2015, 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. ②Luofu 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 135 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Company failed to carry out the agreement. The judgement which issued by GuangDong Province High Peoples Court on 2007-12-21 was as follows: 1)Tourism Company had to pay for Rmb 9,600 thousand to the company in 10 days after the judgment entering into force. 2)Tourism 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 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. 3)Luofushan Administration Committee had to undertake one third of the debts which Luofushan Tourism was unable to repay; 4)Interest 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; 5)Tourism 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 judgment 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 auctioned 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 136 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) assistance. Boluo Land Bureau replied the Huizhou Intermediate Court that the land for auction 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 Jun 2015, 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. 10.2 Contingent liabilities arising from providing debt guarantees to other entities and their financial effects ① The company provided debt guarantees for its related parties, please refer to note 9.5(2). ②The Company provided loan guarantees for purchaser of real estate. Up to Jun 30,2015, the amount and duration of the unsettled guarantee is as follows: Items Duration Unsettled amount (ten thousand) From loans provided to registration of mortgage of Shenfang Shanglin Garden 25,954.00 pre-sale contract Shenfang Shanglin Garden From real estate license granted and mortgaged 3,938.00 Total 29,892.00 Note 11 Commitments 11.1 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 -- 11,293,531.55 Total -- 11,293,531.55 11.2 Fulfillment progress of previous commitments The amount of significant outsourcing contracts is RMB 145,074,919.34, which was paid during the report period and has been entered into the prior period but has not been recognized in the financial statements. 137 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Note 12 Events after Balance Sheet Date The company's board of directors approved the year 2015 semi-annual profit distribution proposal by voting on Aug.28,2015, deciding to make use of the half year net profit of 2015 to make up the accumulated losses RMB 125,829,266.52 of previous years , to extract 10% of the remaining net profit as the statutory surplus reserve of 17,694,227.94 and to distribute the cash dividends to the shareholders at RMB 1.3 (including tax) per 10 stocks based on the total common stocks of 1,011,660,000.00, totaling about RMB 131,515,800.00 cash dividends and not converting the capital surplus to capital. The proposal still need to be submitted to the company's general meeting of stockholders for voting. Note 13 Other material facts As of 30 Jun,2015, there were no other material facts that need to be disclosed by the Group. Note 14 Notes to Items in the Financial Statements of the Company 14.1 Accounts receivable (1) Accounts receivable by categories Closing balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Accounts receivable of which provision for 7,100,000.00 6.04 -- -- bad debts is of individually significant Accounts receivable of which provision for 110,536,429.38 93.96 6,968,694.02 6.30 bad debts is of individually insignificant Total 117,636,429.38 100.00 6,968,694.02 5.92 (Continued) Opening balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Accounts receivable of which provision for -- -- -- -- bad debts is of individually significant Accounts receivable of which provision for 46,372,269.26 100.00 6,968,694.02 15.03 bad debts is of individually insignificant Total 46,372,269.26 100.00 6,968,694.02 15.03 138 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (2) Accounts receivable by aging balance Closing balance Opening balance Item Amount (%) Amount (%) Within 1 year 106,825,675.41 90.81 35,580,792.53 76.72 1-2 years -- -- -- -- 2-3 years 253,116.00 0.22 253,116.00 0.55 Over 3 years 10,557,637.97 8.97 10,538,360.73 22.73 Total 117,636,429.38 100.00 46,372,269.26 100.00 (3) Bad debt provision Bad debt provision of accounts receivable which is of individually significant Amount of bad Proportion of Content of accounts receivable Carrying amount Reasons for the provision debt provision House pay to be collected 108,733,556.42 6,968,694.02 6.41 A separate provision is established according to the recoverability of Rental to be collected 1,802,872.96 -- -- each receivable with long aging and little retrievability. Total 110,536,429.38 6,968,694.02 6.30 (4) There were no any account receivables that had been fully or at a great proportion rate provided for bad debt but had been fully collected or reversed back in the current period. (5) There were no any significant accounts receivables written off in the current period. (6) No amount due from shareholders holding 5% or more of the Company’s shares with voting power in the reporting period. (7) Top 5 entities with the largest balances of accounts receivable Relationship with the Proportion of the amount to Name of entity Amount Age Group the total AR (%) Individual No.1 Un-related party 7,100,000.00 Within 1year 6.04 Individual No.2 Un-related party 3,910,000.00 Within 1year 3.32 Individual No.3 Un-related party 3,860,000.00 Within 1year 3.28 Individual No.4 Un-related party 2,960,000.00 Within 1year 2.52 Individual No.5 Un-related party 2,630,000.00 Within 1year 2.24 Total 20,460,000.00 17.39 139 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (8) Receivables due from related parties Name of entity Relationship with the Group Amount (%)of receivables Shenzhen Fresh Peak property consultant Co.,Ltd Associate 1,086,709.89 0.92 Shenzhen Petrol Hotel Co., Ltd Related party 1,768,000.00 1.50 Total 2,854,709.89 2.42 (9)There were no any account receivables which had been derecognized. (10) There were no any accounting receivable which had been securitized. 14.2 Other receivables (1) Other receivables by categories Closing balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Other receivables of which provision for bad 1,489,737,613.80 98.37 799,518,692.30 53.67 debts is of individually significant Other receivables of which provision for bad 24,704,634.62 1.63 12,787,916.94 51.76 debts is of individually insignificant Total 1,514,442,248.42 100.00 812,306,609.24 53.64 (Continued) Opening balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Other receivables of which provision for 1,463,080,604.66 98.32 799,518,692.30 54.65 bad debts is of individually significant Other receivables of which provision for 25,011,319.74 1.68 12,628,565.94 50.49 bad debts is of individually insignificant Total 1,488,091,924.40 100.00 812,147,258.24 54.58 (2) Other receivables by aging balance Closing balance Opening balance Item Amount (%) Amount (%) Within 1 year 110,928,248.93 7.32 86,119,834.17 5.79 1-2 years 332,226,196.68 21.94 322,059,351.67 21.64 2-3 years 19,339,552.07 1.28 67,471,437.25 4.53 Over 3 years 1,051,948,250.74 69.46 1,012,441,301.31 68.04 Total 1,514,442,248.42 100.00 1,488,091,924.40 100.00 140 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (3) Bad debt provision (a) Bad debt provision of other receivables which is of individually significant Proportion of Content of accounts receivable Carrying amount Amount of bad debt Reasons for the provision provision Other receivables between A separate provision is subsidiaries that are included in 1,343,213,732.85 658,127,505.34 49.00 established according to consolidated statement the recoverability of each Other receivables between receivables with long subsidiaries that are not included 120,994,319.55 120,994,319.55 100.00 aging and little in consolidated statement retrievability Others 25,529,561.40 20,396,867.41 79.90 Total 1,489,737,613.80 799,518,692.30 53.67 (b) Bad debt provision of other receivables which is of individually insignificant Proportion of Amount of bad Content of other receivables Carrying amount Reasons for the provision provision debt Other receivables between subsidiaries that are included in 8,680,129.39 -- -- A separate provision is consolidated statement established according to Other receivables between the recoverability of each subsidiaries that are not included 1,324,136.04 1,275,667.04 96.34 receivable with long aging in consolidated statement and little retrievability Others 14,700,369.19 11,512,249.90 78.31 Total 24,704,634.62 12,787,916.94 51.76 (4)There are no provision for bad debt that have been collected or reversed back . (5)There were no any other significant receivables written off in the current period. (6)There were no any other receivables due from shareholders owning at least 5% of the Company’s shares with voting power in the reporting period. (7)Details of other accounts receivable classified by nature. Nature Closing balance Opening balance Litigation compensation 9,600,000.00 9,600,000.00 Other receivables between subsidiaries that are included 1,351,893,862.24 1,325,577,299.94 in consolidated statement Other receivables between subsidiaries that are 129,688,856.84 129,692,578.94 excluded in consolidated statement 141 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Nature Closing balance Opening balance Current accounts 20,411,297.67 20,407,575.57 Deposit 1,597,504.24 1,261,755.80 Others 1,250,727.43 1,552,714.15 Total 1,514,442,248.42 1,488,091,924.40 (7) Top 5 entities with the largest balances of other receivables Proportion Relationship rate to the Closing balance Name of Entity with the Amount Age total balance of provision for Group of other bad debt receivable 423,758.43 Within 1 year Fresh Peak Enterprise Co., 1,367,585.43 1-2 years Subsidiary 34.73 508,377,320.74 Ltd 2,427,841.50 2-3 years 521,719,480.29 Over 3years Shantou Huafeng Estate 31,300,510.98 Within 1 year Subsidiary 19.74 -- Development Co., Ltd 267,670,000.00 1-2year 11,523,231.90 Within 1 year Shenzhen ShenFang Group 60,000,000.00 1-2 years LongGang Development Co., Subsidiary 18.17 -- 15,000,000.00 2-3 years Ltd 188,677,004.72 Over 3 years American Great Wall Co., Ltd Subsidiary 101,379,954.81 Over 3 years 6.69 101,379,954.81 Canada Great Over 3 Subsidiary 89,035,748.07 5.88 89,035,748.07 Wall( Vancouver ) Co., Ltd years Total 1,290,525,116.13 85.21 698,793,023.62 (8) Receivables due from related parties Relationship (%)in Name of entity Amount with the Group receivables Fresh Peak Enterprise Co., Ltd. Subsidiary 525,938,665.65 34.73 Shenzhen ShenFang Group LongGang Development Co.,Ltd Subsidiary 275,200,236.62 18.17 American Great Wall Co.,Ltd Subsidiary 101,379,954.81 6.69 Canada Great Wall(Vancouver) Co.,Ltd Subsidiary 89,035,748.07 5.88 Shenzhen City Shenfang Free Trade Trading Ltd. Subsidiary 32,392,459.91 2.14 Shenzhen Lian Hua Industry and Trading Co. Ltd. Subsidiary 16,200,762.46 1.07 142 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Relationship (%)in Name of entity Amount with the Group receivables Bekaton Property Limited Subsidiary 12,559,290.58 0.83 Paklid Limited Subsidiary 11,072,100.19 0.73 Guangdong province Huizhou Luofu Hill Mineral Water Co.,Ltd Joint venture 10,465,168.81 0.69 Shenzhen City Shenfang Construction and Decoration Subsidiary Materials Ltd. 8,327,180.71 0.55 Shenzhen City Shenfang Investment Ltd. Subsidiary 3,621,236.22 0.24 Shenzhen Runhua Automobile trading Co.,Ltd Associate 3,072,764.42 0.20 Shenzhen Real Estate Consolidated Service Co., Ltd. Subsidiary 1,086,487.22 0.07 Shenzhen Ronghua JiDian Co.,ltd Associate 475,223.46 0.03 Shenzhen Shenfang Department Store Co. Ltd Subsidiary 237,648.82 0.02 Shenzhen Zhen Tung Engineering Ltd Subsidiary 6,732,072.64 0.44 Shantou Huafeng estate dev.co. Subsidiary 298,970,510.98 19.74 Shantou Hualin estate dev.co. Subsidiary 1,508,246.55 0.10 Shantou Songshan estate dev.co Subsidiary 3,550,646.62 0.23 Shenzhen Fresh Peak property consultant Co., Ltd Subsidiary 86,399,069.78 5.71 Total 1,488,225,474.52 98.27 (9)There were no any other receivables which had been derecognized in this reporting year. (10) There were no any other receivables which had been securitized in this reporting year. 14.3 Long-term equity investments (1) Long-term equity investments by types Closing balance Opening balance Item Provision for Provision for Book balance Book value Book balance Book value impairment impairment Investment in 437,984,380.71 121,914,591.14 316,069,789.57 437,984,380.71 121,914,591.14 316,069,789.57 subsidiaries Investment in associates and 22,112,611.50 21,947,051.67 165,559.83 22,242,304.23 21,947,051.67 295,252.56 joint ventures Total 460,096,992.21 143,861,642.81 316,235,349.4 460,226,684.94 143,861,642.81 316,365,042.13 143 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (2)Investment in subsidiaries Curr. Curr. year Closing balance of Curr. year Name of investee Opening balance year Closing balance impairment impairment Increase decrease provision provision Shenzhen City Property Management Ltd. 12,821,791.52 -- -- 12,821,791.52 -- -- Shenzhen Petrel Hotel Co. Ltd. 20,605,047.50 -- -- 20,605,047.50 -- -- Shenzhen City Shenfang Investment Ltd. 9,000,000.00 -- -- 9,000,000.00 -- -- Fresh Peak Enterprise Ltd. 556,500.00 -- -- 556,500.00 -- -- Fresh Peak Zhiye Co., Ltd. 22,717,697.73 -- -- 22,717,697.73 -- -- Shenzhen Special Economic Zone Real Estate (Group) 20,000,000.00 -- -- 20,000,000.00 -- -- Guangzhou Property and Estate Co., Ltd. Shenzhen Zhen Tung Engineering Ltd 11,332,321.45 -- -- 11,332,321.45 -- -- American Great Wall Co., Ltd 1,435,802.00 -- -- 1,435,802.00 -- -- Shenzhen City Shenfang Free Trade Trading Ltd. 4,750,000.00 -- -- 4,750,000.00 -- -- Shenzhen City Hua Zhan Construction Management Ltd. 6,000,000.00 -- -- 6,000,000.00 -- -- Shenzhen City Car Rental Ltd. 6,495,225.00 -- -- 6,495,225.00 -- -- QiLu Co.,Ltd 212,280.00 -- -- 212,280.00 -- -- Beijing Shenfang Property Management Co., Ltd. 500,000.00 -- -- 500,000.00 -- -- Shenzhen Lain Hua Industry and Trading Co., Ltd. 13,458,217.05 -- -- 13,458,217.05 -- -- Shenzhen City SPG Long Gang Development Ltd. 30,850,000.00 -- -- 30,850,000.00 -- -- Beijing Fresh Peak Property Development Management 64,183,888.90 -- -- 64,183,888.90 -- -- Limited Company Shenzhen Shenfang Car Park Ltd. 29,750,000.00 -- -- 29,750,000.00 -- -- 144 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Curr. Curr. year Closing balance of Curr. year Name of investee Opening balance year Closing balance impairment impairment Increase decrease provision provision Shantou City Huafeng Real Estate Devepment Co., Ltd 30,000,000.00 -- -- 30,000,000.00 -- -- Shenzhen Shen Fang Industrial Development Co., Ltd 4,500,000.00 -- -- 4,500,000.00 -- 4,500,000.00 Shenzhen ZhongGang Haiyan Enterprise Ltd. 12,940,900.00 -- -- 12,940,900.00 -- 12,940,900.00 Shenzhen Real Estate Consolidated Service Co., Ltd. 5,958,305.26 -- -- 5,958,305.26 -- 5,958,305.26 Paklid Limited 201,100.00 -- -- 201,100.00 -- 201,100.00 Bekaton Property Limited 906,630.00 -- -- 906,630.00 -- 906,630.00 Shenzhen Tefa Real Estate Consolidated Service Co., Ltd. 8,180,003.63 -- -- 8,180,003.63 -- 8,180,003.63 Shenzhen Xin Dongfang Store Ltd. 18,500,000.00 -- -- 18,500,000.00 -- 18,500,000.00 Shenzhen City Shenfang Construction and Decoration 2,680,000.00 -- -- 2,680,000.00 -- 2,680,000.00 Materials Ltd. Shenzhen Shenfang Department Store Co. Ltd. 9,500,000.00 -- -- 9,500,000.00 -- 9,500,000.00 Shenzhen CyberPort Co., Ltd 12,401,018.42 -- -- 12,401,018.42 -- -- ShenZhen ShenFang BaoAn Development Co., Ltd 19,000,000.00 -- -- 19,000,000.00 -- -- Shantou Fresh Peak Building 58,547,652.25 -- -- 58,547,652.25 -- 58,547,652.25 Total 437,984,380.71 -- -- 437,984,380.71 -- 121,914,591.14 145 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (3)Investment in associates and joint ventures Changes in this period Adjustments of Opening Investment Changes Name of investee Add Reduce other balance income under of other investment investment comprehensive equity method equity income I.Joint ventures Guangdong Huizhou Luofu Hill 9,969,206.09 -- -- -- -- -- Mineral Water Co., Ltd Fengkai Xinghua Hotel 9,455,465.38 -- -- -- -- -- Subtotal 19,424,671.47 -- -- -- -- -- II.Associates Shenzhen Runhua Automobile 1,445,425.56 -- -- -- -- -- Trading Co., Ltd Shenzhen Ronghua Jidian Co., 1,372,207.20 -- -- -129,692.73 -- -- Ltd Subtotal 2,817,632.76 -- -- -129,692.73 -- -- Total 22,242,304.23 -- -- -129,692.73 -- -- (Continued) Changes in this period Closing balance Name of investee Cash dividend or Provision for Closing balance of impairment Others profit declared impairment provision I.Joint ventures Guangdong Huizhou Luofu Hill -- -- -- 9,969,206.09 9,969,206.09 Mineral Water Co., Ltd Fengkai Xinghua Hotel -- -- -- 9,455,465.38 9,455,465.38 Subtotal -- -- -- 19,424,671.47 19,424,671.47 II.Associates Shenzhen Runhua Automobile -- -- -- 1,445,425.56 1,445,425.56 Trading Co., Ltd Shenzhen Ronghua Jidian Co., Ltd -- -- -- 1,242,514.47 1,076,954.64 Subtotal -- -- -- 2,687,940.03 2,522,380.2 Total -- -- -- 22,112,611.50 21,947,051.67 146 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 14.4 Operating income and costs (1) Operating income and operating costs Item Amount for the current period Amount for the prior period Principal operating income 528,924,692.46 264,492,668.99 Other operating income -- -- Total of operating income 528,924,692.46 264,492,668.99 Principal operating costs 240,739,406.51 161,104,051.82 Other operating costs -- -- Total of operating costs 240,739,406.51 161,104,051.82 (2)Principal operating activities (classified by industries) Amount for the current period Amount for the prior period Name of industry Operating income Operating costs Operating income Operating costs Real estate 497,741,746.00 228,984,079.50 235,836,988.00 150,056,099.18 Leasing 31,182,946.46 11,755,327.01 28,655,680.99 11,047,952.64 Total 528,924,692.46 240,739,406.51 264,492,668.99 161,104,051.82 (3) Principal operating activities (classified by geographical areas) Name of geographical Amount for the current period Amount for the prior period area Operating income Operating costs Operating income Operating costs Shenzhen 528,924,692.46 240,739,406.51 264,492,668.99 161,104,051.82 Total 528,924,692.46 240,739,406.51 264,492,668.99 161,104,051.82 (4) Operating income from the Company’s top 5 customers Amount for the current period Name of customers Operating income Proportion to total operating income of the Company (%) Individual No.1 10,147,591.00 1.92 Individual No.2 7,649,799.00 1.45 Individual No.3 7,126,376.00 1.35 Individual No.4 6,962,415.00 1.32 Individual No.5 6,646,532.00 1.26 Total 38,532,713.00 7.29 147 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) (Continued) Amount for the prior period Name of customers Operating income Proportion to total operating income of the 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 14.5 Investment income (1) Details of investment income Amount for the current Amount for the Item period prior period Investment income from long-term equity investment 163,042,176.21 -- Including:Investment income from investee’s dividend distributed 162,821,868.94 -- Investment income from long-term investments under equity method -129,692.73 -- Investment income from long-term investments under cost method 350,000.00 -- Total 163,042,176.21 -- (2) Investment income from investee’s dividend distributed Amount for the Amount for the prior Reasons for Name of investee current period period changes Fresh Peak Zhiye Co.,Ltd 10,401,320.27 -- Shenzhen City SPG Long Gang Development Ltd. 140,763,284.58 -- Shenzhen Zhen Tung Engineering Ltd 2,089,355.74 -- Shenzhen City Car Rental Ltd. 2,449,516.66 -- Shenzhen City Shenfang Investment Ltd. 7,118,391.69 -- Total 162,821,868.94 -- (3) Income from long-term investments under equity method Amount for the current Amount for the prior Name of investee Reasons for changes period period Shenzhen Ronghua JiDian Co.,ltd -129,692.73 -- Total -129,692.73 -- 148 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 14.6 Supplementary information to the cash flow statement Amount for the Amount for the Item current period prior period (1) Reconciliation of net profit to cash flows from operating activities: Net profit 302,771,545.90 39,959,854.04 Add: Provision for impairment loss of assets 159,351.00 -- Depreciation of fixed assets, bio-assets, and natural gas 10,724,185.55 11,010,082.33 Amortization of intangible assets 187,399.98 187,399.98 Amortization of long-term deferred expenses 66,245.10 28,265.10 Losses on disposal of fixed assets, intangible assets and other -- -- long-term assets(deduct: gains) Losses on scrapping of fixed assets (deduct: gains) -- -- Loss of fair value variation (deduct: gains) -- -- Financial expenses (deduct: gains) 13,618,932.24 27,773,875.87 Losses from investments (deduct: gains) -163,042,176.21 -- Decrease in deferred tax assets (deduct: increase) -3,447,967.36 -- Increase in deferred tax liabilities (deduct: decrease) -- -- Decrease in inventories (deduct: increase) 278,139,871.29 147,289,098.10 Decrease in operating receivables (deduct: increase) -67,986,899.78 39,766,405.91 Increase in operating payables (deduct: decrease) 37,669,204.89 -196,275,466.47 Others -- -- Net cash flows from operating activities 408,859,692.60 69,739,514.86 (2) Investing and financing activities that do not affect cash receipt and payment Liabilities converted capital -- -- Reclassify convertible bonds to be expired within one year as current -- -- liability Fixed assets subject to finance leases -- -- (3) Net increase in cash and cash equivalents: Cash at the end of the period 696,494,087.33 262,564,331.04 Less: cash at the beginning of the period 326,170,340.34 356,953,152.47 Add: cash equivalents at the end of the period -- -- Less: cash equivalents at the beginning of the period -- -- Net increase in cash and cash equivalents 370,323,746.99 -94,388,821.43 149 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Note15. Comparative data The company’s current period financial statements (Jan-Jun, 2015) have been audited by Ruihua Certified Public Accountant(Special General Partner)Shenzhen Branch. Its comparative financial statements (Period: Jan-Jun, 2014) are unaudited. Note16. Supplementary Materials 15.1 Breakdown non-recurring profit or loss Items Amount for the current period Amount for the prior period Profit or loss on disposal of non-current assets -10,037.32 -893.90 Tax refunds or reductions with ultra vires approval or without official approval documents -- -- Government grants recognized in profit or loss (other than grants which are closely related to the Company’s business and are -- -- either in fixed amounts or determined under quantitative methods in accordance with the national standard) Income earned from lending funds to non-financial institutions and recognized in profit or loss -- -- The excess of attributable fair value of identifiable net assets over the consideration paid for the acquisition of subsidiaries, -- -- associates and joint ventures Profit or loss on exchange of non-monetary assets -- -- Profit or loss on entrusted investments or assets management -- -- Impairment losses on assets due to force majeure events, e.g, natural disasters -- -- Profit or loss on debt restructuring -- -- Entity restructuring expenses, e.g., expenditure for layoff of employees, integration expenses, etc. -- -- Profit or loss attributable to the evidently unfair portion of transaction price, being transacted price in excess of fair transaction -- -- price, of a transaction Net profit or loss of subsidiaries from the beginning of the period up to the business combination date recognized as a result of -- -- 150 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Items Amount for the current period Amount for the prior period business combination of enterprises under common control Profit or loss arising from contingencies other than those related to normal operating business -- -- Profit or loss on changes in the fair value of held-for-trade financial assets, and held-for-trade financial liabilities and financial -- -- assets available-for-sale, other than those used in the effective hedging activities relating to normal operating business Reversal of provision for account receivables that are tested for impairment losses individually -- -- Profit or loss on entrusted loans -- -- Profit or loss on changes in the fair value of investment properties that are subsequently measured using the fair value model -- -- Effects on profit or loss of one-off adjustment to profit or loss for the period according to the period requirements of tax laws and -- -- accounting laws and regulations Custodian fees earned from entrusted operation -- -- Other non-operating income or expenses other than the above 392,927.29 377,987.32 Other profit or loss that meets the definition of non-recurring profit or loss -- -- Subtotal 382,889.97 377,987.32 Tax effects 103,222.49 94,273.36 Effects attributable to minority interests (after tax) -- -- Total 279,667.48 282,820.06 151 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) Note:”+” means income or gain and “-” means loss or expense 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) 15.2 Return rate of net assets and earning per share Weighted return Earning per share (yuan / stock) Profit the in the reporting year rate of net assets Basic EPS Diluted EPS Net profit attributable to common stockholders 8.27% 0.1843 0.1843 Less: Net profit attributable to common 8.25% 0.1840 0.1840 stockholders after deducting non-recurring losses 15.3Differences between amounts prepared under foreign accounting standards and China Accounting Standards (CAS) Differences in the net profit and net assets between those disclosed in the financial statements in compliance with International / Hongkong Finance Reporting Standards and CAS Net profit attributable to shareholders of listed Net assets attributable to shareholders companies t of listed companies Amount for the current Amount for the prior Amount for the Amount for the prior period period current period period In accordance with CASs 186,407,824.38 34,732,376.73 2,348,046,022.96 2,161,537,401.78 In accordance with IFRS 186,407,824.38 34,732,376.73 2,348,046,022.96 2,161,537,401.78 15.4 List of abnormal situations and reasons for the variances of main consolidated financial statement items (1) Balance sheet items The closing balance of note receivables as of 30 Jun, 2015 was RMB 972,681,985.33, which increased by 43.26% comparing with the opening balance. It’s mainly due to the increase of current period sales. The closing balance of the notes receivable as of 30 Jun, 2015 was RMB 63,128,052.32 which decreased by 47.33% comparing with its opening balance, mainly due to some of the notes receivable have matured in current period. The closing balance of accounts receivable as of 30 Jun,2015 was RMB 297,985,901.71, which increased by 230.40% comparing with the opening balance. It’s mainly caused by the increase of accounts receivable due from mortgage house fund. The closing balance of payment in advance as of 30 Jun,2015 was RMB 152 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) 24,497,260.40, which increased by 37.46%. It is mainly caused by the advance payment for materials had not met the conditions to be transferred into inventory. Other current assets have a balance of RMB 4,857,802.46 as of 30 Jun, 2015, which decreased by 60.94% comparing with the opening balance, because of the accrual of current period land appreciation tax. The ending balance of deferred tax assets was RMB 19,133,840.67 as of 30 Jun, 2015, which increased by 38.08% compared with the opening balance. It is mainly due to the accrual of deferred tax assets caused by the increase of deductible temporary differences of advances from customer for buying house. The short-term loan balance as of 30 Jun, 2015 was RMB 228,773,616.64, which increased by 52.67% comparing with the opening balance. It’s mainly caused by the increase of finance in the current period. Notes payable balance as of 30 Jun, 2015 was zero, which decreased by 100.00% mainly due to the maturity of notes payable. Accounts payable balance as of 30 Jun, 2015 was RMB 325,818,431.65, which decreased by 39.83% compared with the beginning balance. The main reason is the increase of payment for construction project. The balance of advance from customer as of 30 Jun, 2015 was RMB 366,089,386.76 which increased by 153.67% compared with the opening balance due to the increase of the advanced payment received from customer for buying house. The balance of non-current liabilities that will mature within one year as of 30 Jun, 2015 was RMB 255,498,849.98 which decreased by 43.62%. It is mainly caused by the repayment of some loans. (4)Income statement and statement of cash flow items The revenue incurred RMB 1,147,552,773.96 during the period Jan-Jun, 2015, which increased by 100.25% comparing with the comparative prior period. It is mainly caused by the increased sales from house. The operating cost incurred RMB 697,645,876.15 during the period Jan-Jun, 2015, which increased by 61.19%, mainly caused by the increased sales from house. The business tax and its surcharges incurred in Jan-Jun, 2015 was 129,612,334.64, which increased by 216.99% comparing with prior period mainly due to the increase of the sales which caused the relevant business tax to increase simultaneously. The financial expense incurred in the period Jan-Jun, 2015 is RMB 24,955,931.85 which increased by 153.97% compared with the prior period. The reason is that the main real estate projects have completed and interest capitalization has been 153 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the period Jan-Jun, 2015 (In RMB yuan except for otherwise specified) terminated. Income tax expense incurred in period Jan-Jun, 2015 was RMB 63,426,291.44, which increased by 313.66% comparing with the balance of last period, for the current period total profit is great than period comparative year’s. The current period cash inflow from operating activities is RMB 453,049,543.95 which increased by 126.50% comparing with last period’s, because the cash receipts from selling goods and providing service increase and cash outflows from buying goods and acceptance of service decrease. Net increase in cash and cash equivalents was RMB 293,672,336.30 during Jan –Jun, 2015, which increased by 825.78% comparing with prior year’s .The reason for such increase is that the cash from operating activities have a net increase. 154 2015 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 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 original of the Auditor’s Report with the seals of the CPA firm, as well as the signatures and seals of the registered accountants. 3. 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. 155