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深深房B:2017年第三季度报告全文(英文版)2017-10-26  

						ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   Third Quarter Report 2017




 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE
        & PROPERTIES (GROUP) CO., LTD.

                               THIRD QUARTER REPORT 2017

                                                      2017-075




                                                  October 2017

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   Third Quarter Report 2017




                                     Part I Important Statements

The board of directors (the “Board”), the supervisory board (the “Supervisory Board”) as
well as the directors, supervisors and senior management of ShenZhen Special Economic
Zone Real Estate & Properties (Group) Co., Ltd. (the “Company”) hereby guarantee the
factuality, accuracy and completeness of the contents of this Report, and shall be jointly and
severally liable for any false representation, misleading statements or material omissions in
this Report.
All the directors of the Company attended the board meeting for the review of this Report.
Zhou Jianguo, Board Chairman, Chen Maozheng, GM, Tang Xiaoping, accounting head for
this Report, and Qiao Yanjun, head of the accounting organ (head of accounting), hereby
guarantee that the Financial Report carried in the Report is factual, accurate and complete.
This Report has been prepared in both Chinese and English. Should there be any
discrepancies or misunderstandings between the two versions, the Chinese version shall
prevail.




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                            Third Quarter Report 2017




                                         Part II Company Fundamentals

I Key Consolidated Operating Results

Indicate by tick mark whether the Company needs to retrospectively restate any of its accounting data.

□ Yes √ No

                                             September 30, 2017             December 31, 2016                  Change

Total assets (RMB)                                3,820,236,889.03                3,785,600,783.23                         0.91%

Equity attributable to owners of the
                                                  2,796,350,633.17                2,643,860,443.09                         5.77%
parent (RMB)

                                            July-September                            January-September
                                                                  YoY change                                     YoY change
                                                2017                                         2017

Net sales (RMB)                              233,287,425.63                 -63.92%         964,594,407.66               -44.71%

Net margin attributable to owners of the
                                              12,356,333.26                 -87.90%         149,582,935.10               -36.85%
parent (RMB)

Net margin attributable to owners of the
parent before exceptional gains and           12,359,686.56                 -87.86%         149,439,732.67               -34.78%
losses (RMB)

Net cash from operating activities
                                                  --                   --                  -200,649,011.12              -136.41%
(RMB)

Basic earnings per share (RMB/share)                   0.0122               -87.91%                  0.1479              -36.82%

Diluted earnings per share (RMB/share)                 0.0122               -87.91%                  0.1479              -36.82%

Weighted average return on equity (%)                  0.45%                 -3.61%                  5.50%                -4.17%

Exceptional gains and losses:

√ Applicable □ Not applicable
                                                                                                                        Unit: RMB

                                  Item                                January-September 2017                   Note

Gains/Losses on disposal of non-current assets (inclusive of offset
                                                                                      -61,706.41
asset impairment provisions)

Non-operating income and expense other than above                                     252,642.99

Less: Income tax effects                                                               47,734.15

Total                                                                                 143,202.43                --

Explanation of why the Company classified an item as an exceptional gain/loss according to the definition in the Explanatory
Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gains and
Losses, or reclassified any exceptional gain/loss item given as an example in the said explanatory announcement as a recurrent
gain/loss:

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                  Third Quarter Report 2017


□ Applicable √ Not applicable
No such cases in the Reporting Period.


II Total Number of Shareholders and Shareholdings of Top 10 Shareholders at Period-End

1. Numbers of Common Shareholders and Preference Shareholders with Resumed Voting Rights, and
Shareholdings of Top 10 Shareholders

                                                                                                                              Unit: share

Total number of common shareholders at                                 Total number of preference shareholders with
                                                              76,443                                                                    0
period-end                                                             resumed voting rights at period-end (if any)

                                                           Top 10 shareholders

                                                                       Total shares                          Pledged or frozen shares
                                       Nature of     Shareholding                     Restricted shares
     Name of shareholder                                                 held at
                                      shareholder     percentage                      held at period-end      Status        Number
                                                                       period-end

Shenzhen               Investment State-owned
                                                           63.55%      642,884,262
Holdings 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

                                    Domestic
Lu Zhigao                                                   0.32%         3,246,949
                                    individual

                                    Domestic
Tan Shiqing                                                 0.13%         1,286,701
                                    individual

                                    Domestic
Yang Shuilian                                               0.13%         1,273,700
                                    individual

                                    Domestic
Yang Jianxiong                                              0.12%         1,255,750
                                    individual

Central       Huijin        Asset State-owned
                                                            0.12%         1,165,500
Management Co., Ltd.                corporation

                                    Domestic
Peng Wei                                                    0.11%         1,129,082
                                    individual

                                    Foreign
Wu Haoyuan                                                  0.11%         1,109,300
                                    individual

Guotai Junan Securities             Foreign
                                                            0.10%         1,015,683
(Hong Kong) Limited                 corporation

                                                    Top 10 non-restricted shareholders

                       Name of shareholder                          Non-restricted shares                   Type of stock


                                                                                                                                            4
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                            Third Quarter Report 2017


                                                              held at period-end                   Type               Number

Shenzhen Investment Holdings Co., Ltd                                  642,884,262 RMB ordinary shares               642,884,262

Shandong Gold Financial Holding Capital Management Co.,
                                                                        10,300,000 RMB ordinary shares                 10,300,000
Ltd.-Shandong Gold Financial Holding Sustaining Fund 1

Lu Zhigao                                                                   3,246,949 RMB ordinary shares               3,246,949

Tan Shiqing                                                                 1,286,701 RMB ordinary shares               1,286,701

Yang Shuilian                                                               1,273,700 RMB ordinary shares               1,273,700

                                                                                        Domestically listed stock
Yang Jianxiong                                                              1,255,750                                   1,255,750
                                                                                        for foreign investors

Central Huijin Asset Management Co., Ltd.                                   1,165,500 RMB ordinary shares               1,165,500

Peng Wei                                                                    1,129,082 RMB ordinary shares               1,129,082

                                                                                        Domestically listed stock
Wu Haoyuan                                                                  1,109,300                                   1,109,300
                                                                                        for foreign investors

                                                                                        Domestically listed stock
Guotai Junan Securities (Hong Kong) Limited                                 1,015,683                                   1,015,683
                                                                                        for foreign investors

                                                           The Company has found no related parties or act-in-concert parties
Related or acting-in-concert parties among shareholders
                                                           as defined in the Administrative Measures for Shareholding Changes
above
                                                           in Listed Companies among the shareholders above.

                                                           Shareholder No. 4 holds all his shares in the Company in his account
Top 10 common shareholders conducting securities margin
                                                           of collateral securities for margin trading. Shareholder No.3 holds
trading (if any)
                                                           some of his shares in the Company in such an account.

Indicate by tick mark whether any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the

Company conducted any promissory repo during the Reporting Period.

□ Yea √ No

No such cases in the Reporting Period.


2. Total Number of Preference Shareholders and Shareholdings of Top 10 of Them at Period-End

□ Applicable √ Not applicable




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                    Third Quarter Report 2017




                                       Part III Significant Events

I Changes in Key Consolidated Financial Statement Items and Reasons for Such Changes

√ Applicable □ Not applicable
                                                                                                                     Unit: RMB

                                  January-September January-September
      Income statement item                                                 Change               Main reason for change
                                        2017                 2016
                                                                                        Decreases       in    spot   housing    sales
Net sales                             964,594,407.66     1,744,462,098.00     -44.71% carryforwards and in provision of
                                                                                        construction services
                                                                                        Decreases       in    spot   housing    sales
Cost of sales                         686,017,275.92     1,266,493,613.92     -45.83% carryforwards and in provision of
                                                                                        construction services
Taxes and surtaxes                     30,671,236.84      135,398,032.24      -77.35% Decreased real estate income
                                                                                        Increases in sales agency costs and
Selling expense                        12,382,407.96         8,844,726.66      40.00% commission expenditure caused by
                                                                                        projects newly open for sale
                                                                                        Decreases in interest and capitalized
Finance costs                           -2,414,867.29      -11,918,313.56     -79.74% interest associated with real estate
                                                                                        projects
                                                                                        Reversal of bad-debt provision for
                                                                                        compensation         in   Luofu   Mountain
Asset impairment losses                          0.00       -4,800,000.00    -100.00%
                                                                                        lawsuit case in period January through
                                                                                        September 2016
                                                                                        Return     of   compensation      in   Luofu
Non-operating income                      320,231.95         5,639,605.16     -94.32% Mountain lawsuit case in period January
                                                                                        through September 2016
                                  January-September January-September
    Cash flow statement item                                                Change               Main reason for change
                                        2017                 2016
Net cash flows from operating                                                           Decrease in cash generated by sale of
                                     -200,649,011.12      551,101,766.41     -136.41%
activities                                                                              goods
Net cash flows from investing                                                           Receipt of downpayment for transfer of
                                        8,643,770.86          -141,856.79    6193.31%
activities                                                                              car rental subsidiary
Net cash flows from financing                                                           Repayment of bank loans in period
                                       -18,576,803.21     -397,151,521.05      95.32%
activities                                                                              January through September 2016
        Balance sheet item        September 30, 2017 December 31, 2016      Change               Main reason for change
                                                                                        Decrease in receivables arising from
Notes receivable                       14,453,488.81        20,606,778.91     -29.86%
                                                                                        provision of construction services
Accounts receivable                   165,767,740.97      108,298,050.40       53.07% Receivables arising from sale of housing

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Third Quarter Report 2017


                                                                                         and provision of construction services
Other current assets                   31,220,302.17        13,358,714.45      133.71% Reclassification of prepaid taxes
                                                                                         Settlement of balance payment for
Accounts payable                       88,556,436.28      168,614,299.95       -47.48%
                                                                                         finished product
Non-current liabilities due within                                                       Increase in bank loans due within one
                                       54,000,000.00        37,234,933.67       45.03%
one year                                                                                 year


II Progress, Influence and Solutions Associated with Significant Events

√ Applicable □ Not applicable
Because Shenzhen Investment Holdings Co., Ltd., the controlling shareholder of ShenZhen Special
Economic Zone Real Estate & Properties (Group) Co., Ltd. (“SPG” or the “Company”), were
planning a significant event that involved the Company, the Company’s stock (A-stock: stock name:
SPG A, stock code: 000029; B-stock: stock name: SPG B, stock code: 200029) has been suspended
since the opening of September 14, 2016. On September 30, 2016, the Company disclosed the
Announcement on Share Trading Suspension Due to Significant Asset Reorganization (No.
2016-025), and continued the suspension due to major assets reorganization since the market
opening on September 30, 2016.
The Company is organizing relevant intermediaries to conduct supplementary due diligence on the
parties to the reorganization of assets and trading, carry out supplementary audit and evaluation
work, and update the major asset restructuring plan or report (draft) and other relevant documents.
The major assets reorganization of the Company involves state-owned enterprise reform in
Shenzhen with a complex transaction structure. Because the target assets to be acquired are
associated with an industry-leading enterprise of a large size, the intended transaction is considered
a significant, unprecedented event. Thus, it is necessary to communicate with the regulatory
authorities for further discussions, demonstrations and improvement concerning the reorganization
plan. Additionally, due to expiry, the audit report and evaluation report of the target assets need to
be renewed, and the renewed evaluation report also needs to be filed with the state-owned assets
administration, which altogether requires some time. For more information, please see the
Company's subsequent announcements.
During the continued suspension, the Company will keep promoting the work of this major asset
reorganization with parties concerned, paying full attention to the progress of the issue and fulfilling
the obligation of timely information disclosure in strict accordance with the provisions and
requirements of relevant laws and regulations, that is, the Company will disclose the progress of
related matters at least every five trading days.
There is considerable uncertainty for the major assets restructuring prepared by the Company.
Investors are kindly reminded to pay attention to investment risk.
       Summary of significant event          Disclosure date                  Index to related announcement

                                                                Announcement on Postponed Share Trading Resumption
Significant asset reorganization         10/14/2017             Relating to Significant Asset Reorganization in Planning
                                                                disclosed on www.cninfo.com.cn




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                  Third Quarter Report 2017


III Commitments that the Company’s Actual Controller, Shareholders, Related Parties and
Acquirers, as well as the Company and Other Commitment Makers, Failed to Fulfill on Time
during Reporting Period


□ Applicable √ Not applicable

No such cases in the Reporting Period.


IV Forecast of 2017 Annual Operating Results


Warning of a possible loss on or a significant year-over-year change in accumulative net margin during the period the beginning of

the current year through the end of the next reporting period, as well as the reasons:

√ Applicable □ Not applicable

Forecast: Significant decrease at the same direction

Type of the forecast data: Interval data

                                                   2017                    2016                            Change

Forecast     accumulative       net
                                             16,000 --        21,800          31,150 Decrease                   48.64% --        30.02%
margin (RMB'0,000)

Basic     earnings     per    share
                                             0.1582 --        0.2155          0.3080 Decrease                   48.64% --        30.03%
(RMB/share)

Note                                  Real estate sales carryforwards decreased in Reporting Period compared to Q3 2016


V Securities Investments


□ Applicable √ Not applicable

No such cases in the Reporting Period.


VI Investments in Derivative Financial Instruments


□ Applicable √ Not applicable

No such cases in the Reporting Period.


VII Visits Paid to the Company for Purposes of Research, Communication, Interview, etc.
during Reporting Period

√ Applicable □ Not applicable

       Date of visit          Way of visit      Type of visitor                                   About

        07/18/2017           By phone         Individual          Inquired of semi-annual operating conditions of the Company, the

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                           Third Quarter Report 2017


                                                       progress of assets reorganization and the expected relisting time, and
                                                       didn’t offer written materials

                                                       Inquired of the relisting time of assets reorganization, the estimated
      07/28/2017          By phone       Individual
                                                       disclosed time of semi-annual report, and didn’t offer written materials

                                                       Inquired of the progress of assets reorganization and the relisting time,
      08/10/2017          By phone       Individual
                                                       and didn’t offer written materials

                                                       Inquired of the progress of assets reorganization and the relisting time,
      08/25/2017          By phone       Individual
                                                       and didn’t offer written materials

                                                       Inquired of the progress of assets reorganization and the reason for the
      09/13/2017          By phone       Individual
                                                       postponement of relisting, and didn’t offer written materials

                                                       Inquired of the progress of assets reorganization, the operating
      09/29/2017          By phone       Individual    conditions of the Company and the estimated disclosed time of third
                                                       quarter report, and didn’t offer written materials


VIII Irregularities Arising from Provision of Guarantees for Third Parties


□ Applicable √ Not applicable
No such cases in the Reporting Period.


IX Occupation of the Company’s Funds by Its Controlling Shareholder or Related Parties for
Non-Operating Purposes


□ Applicable √ Not applicable
No such cases in the Reporting Period.


X Targeted Measures Taken to Help People Lift Themselves out of Poverty

1. Outline of Targeted Measures in the Reporting Period

2. List of Targeted Measures of Listed Companies in the Reporting Period


                                                                          Measurement
                                  Indicator                                                           Number/Progress
                                                                               unit

I. General condition                                                          ——                           ——

II. Itemized investment                                                       ——                           ——

1. Out of poverty by industrial development                                   ——                           ——

2. Out of poverty by transferring employment                                  ——                           ——

3. Out of poverty by relocating                                               ——                           ——

4. Out of poverty by education                                                ——                           ——



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.          Third Quarter Report 2017


5. Out of poverty by improving health                                       ——           ——

6. Out of poverty by protecting ecological environment                      ——           ——

7. Subsidy for the poorest                                                  ——           ——

8. Social poverty alleviation                                               ——           ——

9. Other items                                                              ——           ——

III. Received awards(contents and rank)                                     ——           ——


3. Subsequent Targeted Measure Plans




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Third Quarter Report 2017




                                        Part IV Financial Statements

I Financial Statements

1. Consolidated Balance Sheet

Prepared by ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
                                                          September 30, 2017
                                                                                                                     Unit: RMB

                          Item                                    September 30, 2017                December 31, 2016

Current assets:

  Cash on hand and at bank                                                     1,057,942,554.74               1,266,057,324.40

  Settlement reserve

  Interbank lendings

  Financial assets at fair value through gains/losses

  Derivative financial assets

  Notes receivable                                                               14,453,488.81                   20,606,778.91

  Accounts receivable                                                           165,767,740.97                 108,298,050.40

  Prepayments                                                                    13,703,629.69                   15,865,139.33

  Premiums receivable

  Reinsurance premiums receivable

  Receivable reinsurance contract reserve

  Interest receivable

  Dividends receivable                                                            1,052,192.76                    1,052,192.76

  Other accounts receivable                                                      88,021,593.80                   67,514,794.65

  Financial assets purchased under agreements to resell

  Inventories                                                                  1,911,577,458.16               1,734,553,042.10

  Assets held for sale

  Non-current assets due within one year

  Other current assets                                                           31,220,302.17                   13,358,714.45

Total current assets                                                           3,283,738,961.10               3,227,306,037.00

Non-current assets:

  Loans and advances to customers

  Available-for-sale financial assets                                            17,464,240.74                   17,464,240.74

  Held-to-maturity investments


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2017


  Long-term accounts receivable

  Long-term equity investments                                                37,447,267.61                   37,447,267.61

  Investment property                                                        399,523,239.12                 416,227,686.30

  Fixed assets                                                                40,967,984.94                   45,531,813.41

  Construction in progress

  Engineering materials

  Disposal of fixed assets

  Productive living assets

  Oil-gas assets

  Intangible assets                                                            4,764,525.00                    5,146,080.00

  R&D expense

  Goodwill

  Long-term deferred expense                                                     600,744.52                      695,720.30

  Deferred income tax assets                                                  35,729,926.00                   35,781,937.87

  Other non-current assets

Total non-current assets                                                     536,497,927.93                 558,294,746.23

Total assets                                                                3,820,236,889.03               3,785,600,783.23

Current liabilities:

  Short-term borrowings                                                      131,697,522.84                  111,709,916.44

  Borrowings from Central Bank

  Money deposits accepted and inter-bank deposits

  Interbank borrowings

  Financial liabilities at fair value through gains/losses

  Derivative financial liabilities

  Notes payable

  Accounts payable                                                            88,556,436.28                 168,614,299.95

  Advances received                                                          278,808,406.35                  325,851,112.54

  Financial assets sold for repurchase

  Fees and commissions payable

  Payroll payable                                                             26,879,422.81                   38,949,995.06

  Taxes payable                                                               66,343,322.90                   65,765,997.90

  Interest payable                                                            16,535,277.94                   17,142,210.94

  Dividends payable

  Other accounts payable                                                     380,693,975.16                 358,208,718.03



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2017


  Reinsurance premiums payable

  Insurance contract reserve

  Payables for acting trading of securities

  Payables for acting underwriting of securities

  Liabilities held for sale

  Non-current liabilities due within one year                                 54,000,000.00                   37,234,933.67

  Other current liabilities

Total current liabilities                                                   1,043,514,364.28               1,123,477,184.53

Non-current liabilities:

  Long-term borrowings                                                        98,000,000.00                 136,000,000.00

  Bonds payable

     Of which: Preference shares

                    Perpetual bonds

  Long-term accounts payable                                                   8,996,594.99                   10,156,728.82

  Long-term payroll payable

  Special payables

  Provisions

  Deferred income

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities                                                106,996,594.99                 146,156,728.82

Total liabilities                                                           1,150,510,959.27               1,269,633,913.35

Owners’ equity:

  Share capital                                                             1,011,660,000.00               1,011,660,000.00

  Other equity instruments

     Of which: Preference shares

                    Perpetual bonds

  Capital reserve                                                            978,244,910.11                  978,244,910.11

  Less: Treasury shares

  Other comprehensive income                                                  13,559,786.67                   10,652,531.69

  Special reserve

  Surplus reserve                                                             59,394,668.24                   59,394,668.24

  Provisions for general risks

  Retained earnings                                                          733,491,268.15                 583,908,333.05



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                        Third Quarter Report 2017


Equity attributable to owners of the parent                                 2,796,350,633.17                 2,643,860,443.09

  Minority interests                                                        -126,624,703.41                   -127,893,573.21

Total owners’ equity                                                       2,669,725,929.76                 2,515,966,869.88

Total liabilities and owners’ equity                                       3,820,236,889.03                 3,785,600,783.23

Legal representative: Zhou Jianguo                                           Accounting head for this Report: Tang Xiaoping


Head of the accounting department: Qiao Yanjun


2. Parent Company Balance Sheet

                                                                                                                     Unit: RMB

                            Item                               September 30, 2017                   December 31, 2016

Current assets:

  Cash on hand and at bank                                                   717,104,701.43                    818,261,250.52

  Financial assets at fair value through gains/losses

  Derivative financial assets

  Notes receivable

  Accounts receivable                                                         44,515,071.91                       7,327,250.98

  Prepayments

  Interest receivable

  Dividends receivable                                                       169,393,952.18

  Other accounts receivable                                                  905,005,607.04                    844,149,690.07

  Inventories                                                                502,249,822.63                    538,828,597.52

  Assets held for sale

  Non-current assets due within one year

  Other current assets                                                        18,973,760.44                       1,884,516.01

Total current assets                                                        2,357,242,915.63                 2,210,451,305.10

Non-current assets:

  Available-for-sale financial assets                                         12,000,000.00                     12,000,000.00

  Held-to-maturity investments

  Long-term accounts receivable

  Long-term equity investments                                               297,461,748.63                    297,461,748.63

  Investment property                                                        346,767,663.56                    360,712,864.13

  Fixed assets                                                                24,996,251.06                     26,785,752.21

  Construction in progress



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2017


  Engineering materials

  Disposal of fixed assets

  Productive living assets

  Oil-gas assets

  Intangible assets                                                               82,800.00                      331,200.00

  R&D expense

  Goodwill

  Long-term deferred expense                                                     497,524.14                      623,881.08

  Deferred income tax assets                                                   3,313,320.43                    3,313,320.43

  Other non-current assets

Total non-current assets                                                     685,119,307.82                 701,228,766.48

Total assets                                                                3,042,362,223.45               2,911,680,071.58

Current liabilities:

  Short-term borrowings

  Financial liabilities at fair value through gains/losses

  Derivative financial liabilities

  Notes payable

  Accounts payable                                                            17,427,447.26                   32,687,289.94

  Advances received                                                               93,435.00                   96,638,512.60

  Payroll payable                                                             12,783,415.49                   16,433,909.11

  Taxes payable                                                               37,908,568.75                   30,504,993.33

  Interest payable                                                            16,535,277.94                   17,142,210.94

  Dividends payable

  Other accounts payable                                                     235,859,067.86                 232,434,218.15

  Liabilities held for sale

  Non-current liabilities due within one year                                 54,000,000.00                   37,234,933.67

  Other current liabilities

Total current liabilities                                                    374,607,212.30                 463,076,067.74

Non-current liabilities:

  Long-term borrowings                                                        98,000,000.00                 136,000,000.00

  Bonds payable

     Of which: Preference shares

                 Perpetual bonds

  Long-term payables



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2017


  Long-term payroll payable

  Special payables

  Provisions

  Deferred income

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities                                                 98,000,000.00                 136,000,000.00

Total liabilities                                                            472,607,212.30                 599,076,067.74

Owners’ equity:

  Share capital                                                             1,011,660,000.00               1,011,660,000.00

  Other equity instruments

     Of which: Preference shares

                    Perpetual bonds

  Capital reserve                                                            978,244,910.11                  978,244,910.11

  Less: Treasury shares

  Other comprehensive income

  Special reserve

  Surplus reserve                                                             36,265,054.83                   36,265,054.83

  Retained earnings                                                          543,585,046.21                 286,434,038.90

Total owners’ equity                                                       2,569,755,011.15               2,312,604,003.84

Total liabilities and owners’ equity                                       3,042,362,223.45               2,911,680,071.58


3. Consolidated Income Statement for July-September

                                                                                                                  Unit: RMB

                             Item                             July-September 2017                July-September 2016

1. Operating revenue                                                         233,287,425.63                 646,575,128.32

Including: Net sales                                                         233,287,425.63                 646,575,128.32

        Interest revenue

        Premium revenue

        Fee and commission revenue

2. Operating expenses                                                        212,356,504.34                 510,103,979.66

Including: Cost of sales                                                     191,067,478.03                 450,466,369.81

        Interest expense

        Fee and commission expense



                                                                                                                           16
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                   Third Quarter Report 2017


         Surrenders

         Net claims paid

         Net amount provided as insurance contract reserve

         Expenditure on policy dividends

         Reinsurance premium expense

         Taxes and surtaxes                                                  6,757,925.61                  49,029,822.53

         Selling expense                                                     5,549,604.20                   3,736,985.23

         Administrative expense                                              8,760,792.21                  11,740,962.01

         Finance costs                                                        220,704.29                   -4,870,159.92

         Asset impairment losses

Add: Gains on fair value changes (“-” for losses)

     Investment income (“-” for losses)

     Including: Share of gains/losses of associates and
joint ventures

     Exchange gains (“-” for losses)

     Other income

3. Operating margin (“-” for losses)                                      20,930,921.29                136,471,148.66

     Add: Non-operating income                                                   3,210.52                     426,147.22

         Including: Gains on disposal of non-current assets

     Less: Non-operating expense                                                 7,681.58                      14,709.01

         Including: Losses on disposal of non-current
                                                                                 3,518.85                       2,374.95
assets

4. Gross margin (“-” for losses)                                          20,926,450.23                136,882,586.87

     Less: Income tax expense                                                8,520,281.69                  34,747,273.16

5. Net margin (“-” for losses)                                            12,406,168.54                102,135,313.71

     Attributable to owners of the parent                                   12,356,333.26                 102,114,004.00

     Attributable to minority interests                                        49,835.28                       21,309.71

6. Other comprehensive income, net of tax                                    2,101,707.56                    -475,668.34

     Other comprehensive income, net of tax attributable
                                                                             1,471,195.30                    -332,967.84
to owners of the parent
         6.1 Other comprehensive income that will not be
reclassified into gains/losses
           6.1.1 Changes in net liabilities or assets with a
defined benefit plan upon re-measurement
           6.1.2 Share of other comprehensive income of
investees that cannot be reclassified into gains/losses
under equity method


                                                                                                                        17
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                             Third Quarter Report 2017


       6.2    Other     comprehensive         income        to   be
                                                                                     1,471,195.30                       -332,967.84
subsequently reclassified into gains/losses
          6.2.1 Share of other comprehensive income of
investees that will be reclassified into gains/losses under
equity method
          6.2.2 Gains/Losses on fair value changes of
available-for-sale financial assets
          6.2.3       Gains/Losses           on       reclassifying
held-to-maturity     investments      into        available-for-sale
financial assets

          6.2.4 Effective gains/losses on cash flow hedges

          6.2.5 Currency translation differences                                     1,471,195.30                       -332,967.84

          6.2.6 Other

     Other comprehensive income, net of tax attributable
                                                                                      630,512.26                        -142,700.50
to minority interests

7. Total comprehensive income                                                       14,507,876.10                   101,659,645.37

     Attributable to owners of the parent                                           13,827,528.56                   101,781,036.16

     Attributable to minority interests                                               680,347.54                        -121,390.79

8. Earnings per share

     8.1 Basic earnings per share                                                            0.0122                           0.1009

     8.2 Diluted earnings per share                                                          0.0122                           0.1009

Where business mergers under the same control occurred in the current period, the net margin achieved by the merged parties before

the business mergers was RMB0.00, with the amount for the same period of last year being RMB0.00.

Legal representative: Zhou Jianguo                                                Accounting head for this Report: Tang Xiaoping

Head of the accounting department: Qiao Yanjun


4. Parent Company Income Statement for July-September

                                                                                                                          Unit: RMB

                            Item                                       July-September 2017              July-September 2016

1. Operating revenue                                                                13,471,349.96                   266,626,675.90

  Less: Operating expenses                                                           6,307,313.70                   155,326,755.18

     Taxes and surtaxes                                                              1,612,856.89                    29,125,547.39

     Selling expense                                                                  266,196.50                       1,675,287.56

     Administrative expense                                                          3,272,107.52                      5,434,083.01

     Finance costs                                                                  -2,381,767.73                     -4,659,769.98

     Asset impairment losses



                                                                                                                                   18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                  Third Quarter Report 2017


  Add: Gains on fair value changes (“-” for losses)

     Investment income (“-” for loss)

     Including: Share of gains/losses of associates and
joint ventures

     Other income

2. Operating margin (“-” for losses)                                      4,394,643.08                  79,724,772.74

  Add: Non-operating income

     Including: Gains on disposal of non-current assets

  Less: Non-operating expense                                                                                 12,234.00

     Including: Losses on disposal of non-current assets

3. Gross margin (“-” for losses)                                          4,394,643.08                  79,712,538.74

  Less: Income tax expense                                                  1,873,814.49                  19,931,610.08

4. Net margin (“-” for losses)                                            2,520,828.59                  59,780,928.66

5. Other comprehensive income, net of tax

  5.1 Other comprehensive income that will not be
reclassified into gains and losses
     5.1.1 Changes in net liabilities or assets with a
defined benefit plan upon re-measurement
     5.1.2 Share of other comprehensive income of
investees that cannot be reclassified into gains/losses
under equity method
  5.2 Other comprehensive income to be subsequently
reclassified into gains/losses
     5.2.1 Share of other comprehensive income of
investees that will be reclassified into gains/losses under
equity method
     5.2.2 Gains/Losses on fair value changes of
available-for-sale financial assets
     5.2.3 Gains/Losses on reclassifying held-to-maturity
investments into available-for-sale financial assets

     5.2.4 Effective gains/losses on cash flow hedges

     5.2.5 Currency translation differences

     5.2.6 Other

6. Total comprehensive income                                               2,520,828.59                  59,780,928.66

7. Earnings per share

    7.1 Basic earnings per share                                                 0.0025                          0.0591

    7.2 Diluted earnings per share                                               0.0025                          0.0591




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                    Third Quarter Report 2017


5. Consolidated Income Statement for January-September

                                                                                                                Unit: RMB

                              Item                            January-September 2017         January-September 2016

1. Operating revenue                                                        964,594,407.66               1,744,462,098.00

Including: Net sales                                                        964,594,407.66               1,744,462,098.00

         Interest revenue

         Premium revenue

         Fee and commission revenue

2. Operating expenses                                                       760,136,084.33               1,432,716,353.04

Including: Cost of sales                                                    686,017,275.92               1,266,493,613.92

         Interest expense

         Fee and commission expense

         Surrenders

         Net claims paid

         Net amount provided as insurance contract reserve

         Expenditure on policy dividends

         Reinsurance premium expense

         Taxes and surtaxes                                                  30,671,236.84                135,398,032.24

         Selling expense                                                     12,382,407.96                   8,844,726.66

         Administrative expense                                              33,480,030.90                  38,698,293.78

         Finance costs                                                       -2,414,867.29                 -11,918,313.56

         Asset impairment losses                                                                            -4,800,000.00

Add: Gains on fair value changes (“-” for losses)

     Investment income (“-” for losses)                                      650,000.00                      625,209.41

     Including: Share of gains/losses of associates and
                                                                                                               -63,790.59
joint ventures

     Exchange gains (“-” for losses)

     Other income

3. Operating margin (“-” for losses)                                      205,108,323.33                312,370,954.37

     Add: Non-operating income                                                 320,231.95                    5,639,605.16

         Including: Gains on disposal of non-current assets

     Less: Non-operating expense                                               129,295.37                      115,286.41

         Including: Losses on disposal of non-current
                                                                                 61,706.41                       5,022.45
assets

4. Gross margin (“-” for losses)                                          205,299,259.91                317,895,273.12


                                                                                                                         20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                          Third Quarter Report 2017


     Less: Income tax expense                                                   55,693,421.41                      81,031,960.64

5. Net margin (“-” for losses)                                              149,605,838.50                      236,863,312.48

     Attributable to owners of the parent                                     149,582,935.10                      236,875,125.51

     Attributable to minority interests                                             22,903.40                          -11,813.03

6. Other comprehensive income, net of tax                                        4,153,221.38                       -2,717,649.11

     Other comprehensive income, net of tax attributable
                                                                                 2,907,254.98                       -1,902,354.38
to owners of the parent
        6.1 Other comprehensive income that will not be
reclassified into gains/losses
          6.1.1 Changes in net liabilities or assets with a
defined benefit plan upon re-measurement
          6.1.2 Share of other comprehensive income of
investees that cannot be reclassified into gains/losses
under equity method
        6.2   Other     comprehensive         income        to   be
                                                                                 2,907,254.98                       -1,902,354.38
subsequently reclassified into gains/losses
          6.2.1 Share of other comprehensive income of
investees that will be reclassified into gains/losses under
equity method
          6.2.2 Gains/Losses on fair value changes of
available-for-sale financial assets
          6.2.3       Gains/Losses           on       reclassifying
held-to-maturity     investments      into        available-for-sale
financial assets

          6.2.4 Effective gains/losses on cash flow hedges

          6.2.5 Currency translation differences                                 2,907,254.98                       -1,902,354.38

          6.2.6 Other

     Other comprehensive income, net of tax attributable
                                                                                 1,245,966.40                         -815,294.73
to minority interests

7. Total comprehensive income                                                 153,759,059.88                      234,145,663.37

     Attributable to owners of the parent                                     152,490,190.08                      234,972,771.13

     Attributable to minority interests                                          1,268,869.80                         -827,107.76

8. Earnings per share

     8.1 Basic earnings per share                                                      0.1479                              0.2341

     8.2 Diluted earnings per share                                                    0.1479                              0.2341

Where business mergers under the same control occurred in the current period, the net margin achieved by the merged parties before
the business mergers was RMB0.00, with the amount for the same period of last year being RMB0.00.

6. Parent Company Income Statement for January-September
                                                                                                                        Unit: RMB


                                                                                                                                21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                     Third Quarter Report 2017


                             Item                             January-September 2017          January-September 2016

1. Operating revenue                                                        243,028,509.35                 578,764,259.97

  Less: Operating expenses                                                  117,577,476.14                 335,572,846.36

     Taxes and surtaxes                                                       7,458,223.71                   62,674,556.43

     Selling expense                                                          1,230,781.87                    4,064,476.96

     Administrative expense                                                  14,566,751.21                   18,760,239.38

     Finance costs                                                          -15,001,382.11                  -15,121,347.54

     Asset impairment losses                                                                                 -4,800,000.00

  Add: Gains on fair value changes (“-” for losses)

     Investment income (“-” for loss)                                     170,043,952.18                      625,209.41

     Including: Share of gains/losses of associates and
                                                                                                                -63,790.59
joint ventures

     Other income

2. Operating margin (“-” for losses)                                      287,240,610.71                 178,238,697.79

  Add: Non-operating income                                                            2.69                   5,011,250.72

     Including: Gains on disposal of non-current assets

  Less: Non-operating expense                                                    12,574.69                       31,734.06

     Including: Losses on disposal of non-current assets

3. Gross margin (“-” for losses)                                          287,228,038.71                 183,218,214.45

  Less: Income tax expense                                                   30,077,031.40                   45,659,475.88

4. Net margin (“-” for losses)                                            257,151,007.31                 137,558,738.57

5. Other comprehensive income, net of tax

  5.1 Other comprehensive income that will not be
reclassified into gains and losses
     5.1.1 Changes in net liabilities or assets with a
defined benefit plan upon re-measurement
     5.1.2 Share of other comprehensive income of
investees that cannot be reclassified into gains/losses
under equity method
  5.2 Other comprehensive income to be subsequently
reclassified into gains/losses
     5.2.1 Share of other comprehensive income of
investees that will be reclassified into gains/losses under
equity method
     5.2.2 Gains/Losses on fair value changes of
available-for-sale financial assets
     5.2.3 Gains/Losses on reclassifying held-to-maturity
investments into available-for-sale financial assets



                                                                                                                          22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2017


     5.2.4 Effective gains/losses on cash flow hedges

     5.2.5 Currency translation differences

     5.2.6 Other

6. Total comprehensive income                                                257,151,007.31                 137,558,738.57

7. Earnings per share

    7.1 Basic earnings per share                                                     0.2542                          0.1360

    7.2 Diluted earnings per share                                                   0.2542                          0.1360


7. Consolidated Cash Flow Statement for January-September

                                                                                                                  Unit: RMB

                           Item                                January-September 2017          January-September 2016

1. Cash generated by or used in operating activities:

  Cash generated by sale of commodities and rendering
                                                                             952,036,798.69                1,697,750,778.39
of service
  Net increase in money deposits from customers and
interbank placements

  Net increase in loans from Central Bank

  Net increase in funds borrowed from other financial
institutions
  Cash received as premiums of original insurance
contracts

  Net cash generated by reinsurance business

  Net increase in deposits of policy holders and
investment fund
  Net increase in disposal of financial assets at fair value
through gains/losses

  Interest, fees and commissions received

  Net increase in interbank borrowings

  Net increase in funds in repurchase business

  Tax rebates received

  Cash generated by other operating activities                                63,746,128.65                 141,397,167.24

Subtotal of cash generated by operating activities                          1,015,782,927.34               1,839,147,945.63

  Cash paid for goods and services                                           851,439,343.84                 829,026,819.30

  Net increase in loans and advances to customers

  Net increase in funds deposited in Central Bank and
interbank placements

  Cash paid for claims of original insurance contracts



                                                                                                                           23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2017


  Interest, fees and commissions paid

  Cash paid as policy dividends

  Cash paid to and for employees                                             111,403,737.30                  110,555,686.90

  Taxes paid                                                                 137,641,963.40                 212,631,127.12

  Cash used in other operating activities                                    115,946,893.92                 135,832,545.90

Subtotal of cash used in operating activities                               1,216,431,938.46               1,288,046,179.22

Net cash from operating activities                                           -200,649,011.12                551,101,766.41

2. Cash generated by or used in investing activities:

  Cash generated by disinvestments                                             1,376,616.35

  Cash received as investment income                                             650,000.00                      689,000.00

  Net cash generated by disposal of fixed assets,
                                                                                  14,976.00                        5,900.00
intangible assets and other long-term assets
  Net cash generated by disposal of subsidiaries or other
                                                                               7,286,982.00
business units

        Cash generated by other investing activities

Subtotal of cash generated by investing activities                             9,328,574.35                      694,900.00

  Cash paid to acquire fixed assets, intangible assets and
                                                                                 684,803.49                      836,756.79
other long-term assets

  Cash paid for investments

  Net increase in pledged loans

  Net cash paid to acquire subsidiaries and other business
units

        Cash used in other investing activities

Subtotal of cash used in investing activities                                    684,803.49                      836,756.79

Net cash from investing activities                                             8,643,770.86                     -141,856.79

3. Cash generated by or used in financing activities:

   Cash received as capital contributions

   Including: Cash received from minority shareholder
investments by subsidiaries

   Cash received as borrowings                                                20,900,000.00                   18,000,000.00

   Cash generated by issuance of bonds

   Cash generated by other financing activities

Subtotal of cash generated by financing activities                            20,900,000.00                   18,000,000.00

   Repayment of borrowings                                                    32,216,016.22                 394,180,434.67

   Cash paid for interest expenses and distribution of
                                                                               7,260,786.99                   20,971,086.38
dividends or profit

        Including: dividends or profit paid by subsidiaries to


                                                                                                                           24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2017


minority interests

   Cash used in other financing activities

Sub-total of cash used in financing activities                                39,476,803.21                 415,151,521.05

Net cash from financing activities                                            -18,576,803.21                -397,151,521.05

4. Effect of foreign exchange rate changes on cash and
                                                                                -532,868.23                      275,526.59
cash equivalents

5. Net increase in cash and cash equivalents                                 -211,114,911.70                154,083,915.16

     Add: Opening balance of cash and cash equivalents                      1,265,767,290.57               1,169,756,306.36

6. Closing balance of cash and cash equivalents                             1,054,652,378.87               1,323,840,221.52


8. Parent Company Cash Flow Statement for January-September

                                                                                                                  Unit: RMB

                           Item                              January-September 2017            January-September 2016

1. Cash generated by or used in operating activities:

  Cash generated by sale of commodities and rendering
                                                                             122,602,887.22                 564,947,718.21
of service

  Tax rebates received

  Cash generated by other operating activities                                17,886,514.26                 200,849,272.34

Subtotal of cash generated by operating activities                           140,489,401.48                 765,796,990.55

  Cash paid for goods and services                                            68,730,205.88                   79,393,857.65

  Cash paid to and for employees                                              29,550,117.76                   28,900,972.17

  Taxes paid                                                                  61,804,843.80                 103,944,998.09

  Cash used in other operating activities                                     61,639,460.72                   99,666,579.67

Subtotal of cash used in operating activities                                221,724,628.16                  311,906,407.58

Net cash from operating activities                                            -81,235,226.68                453,890,582.97

2. Cash generated by or used in investing activities:

  Cash generated by disinvestments

  Cash received as investment income                                             650,000.00                      689,000.00

  Net cash generated by disposal of fixed assets,
intangible assets and other long-term assets
  Net cash generated by disposal of subsidiaries or other
                                                                               7,286,982.00
business units

  Cash generated by other investing activities

Subtotal of cash generated by investing activities                             7,936,982.00                      689,000.00

  Cash paid to acquire fixed assets, intangible assets and
                                                                                 112,874.00                       38,189.00
other long-term assets



                                                                                                                           25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                     Third Quarter Report 2017


  Cash paid for investments

  Net cash paid to acquire subsidiaries and other business
units

  Cash used in other investing activities

Subtotal of cash used in investing activities                                   112,874.00                       38,189.00

Net cash from investing activities                                             7,824,108.00                     650,811.00

3. Cash generated by or used in financing activities:

    Cash received as capital contributions

    Cash received as borrowings

    Cash generated by issuance of bonds

    Cash generated by other financing activities

Subtotal of cash generated by financing activities

    Repayment of borrowings                                                  21,216,016.22                 369,180,434.67

    Cash paid for interest expenses and distribution of
                                                                               6,495,933.73                  19,969,650.74
dividends or profit

    Cash used in other financing activities

Sub-total of cash used in financing activities                               27,711,949.95                 389,150,085.41

Net cash from financing activities                                           -27,711,949.95                -389,150,085.41

4. Effect of foreign exchange rate changes on cash and
                                                                                 -33,480.46                      15,773.98
cash equivalents

5. Net increase in cash and cash equivalents                                -101,156,549.09                  65,407,082.54

        Add: Opening balance of cash and cash equivalents                   818,261,250.52                 852,492,165.42

6. Closing balance of cash and cash equivalents                             717,104,701.43                 917,899,247.96


II Auditor’s Report

Are the Q3 2017 financial statements audited?
□Yes √ No
These financial statements are unaudited.




                                                                                                                          26