ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Semi-Annual Report 2017 (Abstract) Stock Code: 000029, 200029 Stock Name: SPG A, SPG B Announcement No.: 2017-058 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO., LTD. SEMI-ANNUAL REPORT 2017 (ABSTRACT) I Important Notes This Abstract is based on the full text of the Semi-Annual Report. In order for a full understanding of the operating results, financial condition and future development planning of the Company, investors are kindly reminded to read the full text carefully on the media designated by the China Securities Regulatory Commission (the “CSRC”). Objections against this Report raised by the directors, supervisors and senior management: Name Office title Objection and reason Statement: Except for the following directors, all the other directors attended in person the board meeting for the review of this Report. Reason for not attending in Name Office title Proxy person Modified auditor’s opinion: □ Applicable √ Not applicable Proposal for profit distribution to or converting capital reserve into share capital for common shareholders for the Reporting Period, which has been considered and approved by the Board: □ Applicable √ Not applicable The Company plans not to distribute cash dividends or bonus shares or convert capital reserve into share capital. Proposal for profit distribution to preference shareholders for the Reporting Period, which has been considered and approved by the Board: □ Applicable √ Not applicable This Abstract has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. II Company Profile 1. Stock Profile Stock name SPG A, SPG B Stock code 000029, 200029 Stock exchange Shenzhen Stock Exchange Contact information Board Secretary Securities Representative Name Mr. Chen Ji Mr. Luo Yi 47/F, SPG Plaza, Renmin South Road, 47/F, SPG Plaza, Renmin South Road, Office address Shenzhen, Guangdong Province, P.R.China Shenzhen, Guangdong Province, P.R.China Tel. (86 755)82293000-4718 (86 755)82293000-4715 E-mail spg@163.net spg@163.net 1 ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Semi-Annual Report 2017 (Abstract) 2. Key Consolidated Operating Results Indicate by tick mark whether the Company needs to retroactively restate any of its accounting data. □ Yes √ No Reporting Period Same period of last year +/- (%) Operating revenue (RMB) 731,306,982.03 1,097,886,969.68 -33.39% Net profit attributable to shareholders of 137,226,601.84 134,761,121.51 1.83% the Company (RMB) Net profit attributable to shareholders of the Company before exceptional gains and 137,080,046.11 127,321,586.10 7.66% losses (RMB) Net cash from operating activities (RMB) -97,700,697.19 426,167,980.76 -122.93% Basic earnings per share (RMB/share) 0.1356 0.1332 1.80% Diluted earnings per share (RMB/share) 0.1356 0.1332 1.80% Weighted average return on equity (%) 5.06% 5.62% -0.56% End of Reporting Period End of last year +/- (%) Total assets (RMB) 3,795,348,770.68 3,785,600,783.23 0.26% Net assets attributable to shareholders of 2,782,523,104.61 2,643,860,443.09 5.24% the Company (RMB) 3. Shareholders and Their Holdings at Period-End Unit: share Total number of preference Total number of common shareholders with resumed 76,442 0 shareholders at period-end voting rights at period-end (if any) Top 10 shareholders Nature of Shareholdin Total shares Restricted Pledged or frozen shares Name of shareholder shareholder g percentage held shares held Status Number Shenzhen Investment Holdings State-owned 63.55% 642,884,262 Co., Ltd corporation Shandong Gold Financial Holding Capital Management Domestic Co., Ltd. - Shandong Gold non-state-owned 1.02% 10,300,000 Financial Holding Sustaining corporation Fund 1 Lu Zhigao Domestic individual 0.32% 3,246,949 Tan Shiqing Domestic individual 0.13% 1,286,701 Yang Shuilian Domestic individual 0.13% 1,273,700 Yang Jianxiong Domestic individual 0.12% 1,255,750 Central Huijin Asset State-owned 0.12% 1,165,500 Management Co., Ltd. corporation Peng Wei Domestic individual 0.11% 1,129,082 Wu Haoyuan Foreign individual 0.11% 1,109,300 Guotai Junan Securities (Hong Foreign corporation 0.10% 1,015,683 Kong) Limited The Company has found no related parties or act-in-concert parties as Related or acting-in-concert parties among defined in the Administrative Measures for Shareholding Changes in Listed shareholders above Companies among the shareholders above. Shareholders conducting securities margin trading (if Shareholder No. 4 holds all his shares in the Company in his account of any) collateral securities for margin trading. Shareholder No.3 holds some of his 2 ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Semi-Annual Report 2017 (Abstract) shares in the Company in such an account. 4. Change of Controlling Shareholder or Actual Controller in Reporting Period Change of the controlling shareholder in the Reporting Period: □ Applicable √ Not applicable The controlling shareholder remained the same in the Reporting Period. Change of the actual controller in the Reporting Period: □ Applicable √ Not applicable The actual controller remained the same in the Reporting Period. 5. Number of Preference Shareholders and Shareholdings of Top 10 of Them □ Applicable √ Not applicable No preference shareholders in the Reporting Period. 6. Corporate bonds Does the Company have any corporate bonds publicly offered and listed on the stock exchange, which were undue before the approval date of this Report or were due but could not be redeemed in full? No. III Performance Discussion and Analysis 1. Performance Review for Reporting Period Is the Company subject to any disclosure requirements for special industries? Yes, because the Company engages in real estate. (1) Business Review for Reporting Period 2017 marks the second year of the Company’s 13th five-year plan for development, as well as a key year for the Company to carry out its significant asset reorganization program. In the first half of the year, the growth slowdown in the macro economy and continued government controls weighed on the real estate sector. Under such circumstances, in addition to proactively and carefully carrying forward its significant asset reorganization program, the Company adhered to the thinking of “Carefully Draw up Development Strategies, Particularly Focus on Main Business, Strictly Control Costs and Continuously Improve Management Capability” and put greater efforts into promoting project construction and marketing, so as to achieve stable development. In the Reporting Period, the Company made a concerted effort to overcome difficulties and steadily promote project construction. As a result, for this period, the Company achieved, on a consolidated basis, operating revenue of RMB731 million, down 33.39% compared to the same period of last year; a gross profit of RMB184 million, representing a year-on-year growth of 1.86%; and a net profit attributable to shareholders of the Company of RMB137 million, increasing 1.83% from a year earlier. As of June 30, 2017, net assets attributable to shareholders of the Company were equal to RMB2.783 billion, a 5.24% rise compared to the corresponding figure as of the end of last year. 3 ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Semi-Annual Report 2017 (Abstract) ① As one of the earliest real estate listed companies in Shenzhen, the Company has a history over 30 years in real estate development in Shenzhen and rich experience in the main business of real estate development. In recent years, thanks to the experience learned from the SPG Chuanqishan project in Guangming, Shenzhen, the SPG Shanglin Garden project in Longgang, Shenzhen and the project in Shantou, the Company accelerates the establishment of a modern enterprise HR management system and works hard in building a professional and high-quality development team. It also keeps improving the management mechanism and processes for project development. As a result, the professionalism and management capability of the Company have improved significantly; planning, construction, cost control, marketing capability and brand image have been effectively enhanced; and the operational capability in the main business of real estate keeps increasing, along with the core competitiveness. During the reporting period, the key projects of the Company focused on Shenzhen and Shantou, and the construction of projects basically meets expectation. The Company pays close attention to product quality and progress, and timely adjusts marketing strategies. The development and sales of projects are under smooth progress, and the development and operation of the main industry are in good order. ② The Company further improves the development and management system, focuses on management of safety in production and tightens cost control. For projects in Shenzhen area, roof capping of main structure of the Cuilinyuan project and the Tianju Jingtian Apartment Block project has been completed, and basement of the Chuanqi Donghu Mingyuan project is under construction. Roof capping of main structure of Shantou Tianyuewan Phase I has been completed, and acceptance of the project is expected to be completed by the end of the year; while planning and design of the second phase will be completed before the end of the year. During the Reporting Period, the main real estate projects under construction of the Company include the Cuilinyuan project (south section of the SPG Shanglin project), the Tianju Jingtian Apartment Block project, the Chuanqi Donghu Mingyuan project, the Shantou Tianyuewan project, etc. The details are as follows: Building Total The Completed Accumulated Type of Covering area with expected Project Location Status Company’s building investment project area(㎡) plot ratio investment stake area(㎡) (RMB’0,000) (㎡) (RMB’0,000) Cuilinyuan Shenzhen Housing Under 100% 16,424.29 60,450 0 57,000 33,890 construction Tianju Shenzhen Apartment Under 49% 4,243.34 42,412 0 24,865 9,969 Jingtian block construction Apartment Block Shantou Shantou Housing Under 100% 31,167.50 153,578.51 0 79,801 49,386 Tianyuewan construction Phase I Chuanqi Shenzhen Housing Under 100% 5,889.7 45,043.72 0 73,200 14,923 Donghu construction Mingyuan ③ Land reserves for future development by the end of the Reporting Period: Building area with plot ratio Project Location Land area(㎡) (㎡) Shantou Tianyuewan Phase II Shantou 33,362 127,661 Shantou Xinfeng Building Shantou 5,920 26,640 Total 39,282 154,301 Note: The Company's real estate projects do not involve primary land development. 4 ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Semi-Annual Report 2017 (Abstract) (2) Management Review for First Half of 2017 ① The Company fundamentals remain stable and healthy with reasonable debt structure, good financial condition and ample cash flow. During the reporting period, macro-economy is facing downward pressure, and sustained control of real estate forces the industry to continue to face the pressure of destocking on a national scale. The Company's real estate development and sales mainly concentrate in Shenzhen and Shantou. The sales revenue and profit in the region of Shenzhen, where overall sales are good, accounted for more than 90%. Thus the future destocking pressure mainly exists in Shantou region, of which sales revenue and profit account for a much smaller proportion. Therefore, the future business performance and profitability of the Company are less affected. A. Financing of the Company: a. Trade acceptance Item Closing balance (RMB’0,000) Trade acceptance 1,640.59 Pledged loan 11,666.00 As of June 30, 2017, the trade acceptance discounted but not matured is RMB16,405,900, and the balance of related pledged borrowing is RMB16,405,900. When the trade acceptance cannot be honored when it is mature, the bank has the power to ask the Company to repay the amount un-settled. The Company continues to recognize the carrying amount of the trade acceptance and records the amount of RMB116.66 million received as pledged borrowing because of the transfer, due to the Company’s undertaking the main risk, such as credit risk, relating with the trade acceptance. b. Bank borrowing Amount (RMB’0,000) Interest Financing Remaining Principal No. Term Currency Purpose Rate Category Credit Drawing at End of Reporting Range (%) Period 1 Bank borrowing 1 year RMB 2,960 2,960 2,960 Short-term credit 4.79-5.44 borrowing 2 Bank borrowing 3-5 years RMB 32,000 32,000 15,800 Medium and 5.235 long-term borrowing Total RMB 34,690 34,690 18,490 ② The main industry develops in a good order. The Company further improves the development and management system, focuses on management of safety in production and tightens cost control. During the Reporting Period, construction of real estate projects of the Company are under order progress. As for Shenzhen region, external scaffolding of the Cuilinyuan project has been removed; Foundation pit excavation of the Chuanqi Donghu Mingyuan project has been finished, and main structure of basement is under construction; the Tianju Jingtian Apartment Block is currently in the construction phase of installation engineering. As for the Shantou Tianyuewan Phase I project, roof capping has been finished, and acceptance is expected to be completed before the end of the year. Industry, product or regional situation accounting for more than 10% of the Company's operation revenue or operation profit: Unit: RMB’0,000 Operation Operation Cost Gross Margin Revenue Increased or Increased or Operation Operation Gross Increased or Decreased over the Decreased over Revenue Cost Margin Decreased over Same Period of the Same Period the Same Period Last Year Last Year of Last Year 5 ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Semi-Annual Report 2017 (Abstract) By industry Real estate 39,519 19,799 49.90% -25.63% -34.46% 6.75% Engineering 23,007 22,354 2.84% -51.28% -50.33% -1.87% construction By product House 37,388 19,217 48.60% -20.82% -29.93% 6.69% Shop 2,130 582 72.69% -64.00% 79.09% 19.70% By region Guangdong 70,495 46,869 33.51% -32.96% -39.32% 6.98% province ③ Real estate sales basically meet expectations. The Company is concerned about policy and market dynamics, and adjusts marketing strategies based on regulatory policies and market changes. Project sales basically meet the early year plan. Opening sales of the Cuilinyuan project began in June in accordance with the schedule of early year plan; the Jinyedao project’s remaining suites and the Chuanqi Shanglin project’s villas basically achieve the sales target, while sales of the Shantou Yuejing Dongfang project and the Shantou Tianyuewan project is slightly behind schedule. A. Carryover and sales of major real estate projects in the Reporting Period Unit: RMB’0,000 Region Operation Revenue Operation Cost Operation Margin Gross Margin (%) SPG Chuanqishan Shenzhen 19,397 9,989 9,408 48.50 SPG Shanglin Garden Shenzhen 17,719 8,149 9,570 54.01 Shantou Jinyedao Shantou 578 215 363 62.80 Shantou Yuejing Dongfang Shantou 1,825 1,446 379 20.77 Total 39,519 19,799 19,720 49.90 B. Sales of real estate projects in the Reporting Period Unit: square meters Sales Area Available Current Market Equity Current No. Name of Project Region at the Beginning of Settlement Opening Ratio Sold Area the Year Area 1 SPG Chuanqishan November 2012 100% Shenzhen 625 279 3,969 2 SPG Shanglin Garden October 2013 100% Shenzhen 3,852 2,895 5,912 3 Yuejing Dongfang December 2013 100% Shantou 5,000 3,648 2,090 4 Jinyedao July 1996 100% Shantou 5,000 3,161 600 5 Tianyuewan Phase I October 2016 100% Shantou 40,000 2,257 6 SPG Cuilinyuan June 2017 100% Shenzhen 18,000 Total 72,477 12,240 12,571 ④ Real estate rental of the Company is stable with steadily rising rental price as well as good occupancy rate and rental recovery rate. The main rental items are as follows: Unit: square meters Rentable Rented Occupancy Type of Land Equity Region Name of Building Area Area Rate Operation Ownership Ratio Shenzhen Real estate Mansion 3,413.88 3,413.88 100% Commercial The Company 100% Building Shenzhen North Block of 4,819.71 4752.98 98.62% Commercial The Company 100% Guoshang Mansion Building Shenzhen Petrel Building 22,475.47 22,475.47 100% Commercial The Company 100% Building Shenzhen SPG Plaza 59774.17 51344.7 86% Office The Company 100% 6 ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Semi-Annual Report 2017 (Abstract) Building Shenzhen SPG Plaza Podium 21456.72 21456.72 100% Commercial The Company 100% Building Shenzhen Wenjin Garden 3,531.60 3,531.60 100% Commercial The Company 100% Building Total 115,471.55 106,975.35 ⑤ Enterprises affiliated strengthen their management and improve their service level to expand the market. The operation management of the enterprises basically meet expected targets in the reporting period. (3) Outlook of the Company's Future Development In the second half of 2017, the Company will work hard to overcome the sales pressure brought by the macro-control and adjust the business strategies according to local conditions. Main items for sales include the new buildings of the Cuilinyuan project, remaining villas of the Chuanqishan project, remaining villas and shops of the Chuanqi Shanglin project, as well as Shantou Tianyuewan Phase I, remaining suites of the Jinyedao project and the Yuejing Dongfang project. Working plan of the second half of the year is as follows: ① Enhance project development, coordinate management and control capacity, promote project construction according to plan, and push forward project construction on the premise of ensuring safety and quality. Acceptance of the Shantou Tianyuewan Phase I project will be completed before the end of year. Construction application and tender of the second phase will be accelerated, and construction will begin according to actual situation. Acceptance of the Tianju Jingtian Apartment Block will be completed before the end of the year. Adjust marketing strategies, strengthen promotion and sales to achieve the expected real estate sales target. ② Promote the Company's major asset reorganization in accordance with regulatory requirements. ③ Carry out the special governance activities of "inaction", strengthen enterprise management and cost control, and constantly enhance execution of the whole Company. ④ Strengthen financial management, reasonably balance debt structure, prevent and control financial risks and tighten internal control. ⑤ Enhance rental management, constantly improve rental and platform leasing work, and focus on raising occupancy rate and rental recovery rate. 2. Matters Related to Financial Report (1) Changes in Accounting Policies, Accounting Estimations and Measurement Methods Compared to Last Accounting Period □ Applicable √ Not applicable No such cases. (2) Retroactive Restatements due to Correction of Significant Accounting Errors in Reporting Period □ Applicable √ Not applicable No such cases. 7 ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Semi-Annual Report 2017 (Abstract) (3) Changes in Scope of Consolidated Financial Statements Compared to Last Accounting Period □ Applicable √ Not applicable No such cases. 8