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深深房B:2018年第三季度报告全文(英文版)2018-10-31  

						ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   Third Quarter Report 2018




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

                               THIRD QUARTER REPORT 2018

                                                      2018-082




                                                  October 2018


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   Third Quarter Report 2018




                                          Part I Important Notes

The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,
supervisors and senior management of Shenzhen Special Economic Zone Real Estate &
Properties (Group) Co., Ltd. (together with its consolidated subsidiaries, the “Company”,
except where the context otherwise requires) hereby guarantee the factuality, accuracy and
completeness of the contents of this Report and its summary, and shall be jointly and severally
liable for any misrepresentations, misleading statements or material omissions therein.
All the Company’s directors have attended the Board meeting for the review of this Report
and its summary.
Zhou Jianguo, chairman of the Company’s Board, Chen Maozheng, the Company’s General
Manager, Tang Xiaoping, the Company’s head for financial affairs, and Qiao Yanjun, head of
the Company’s financial department (equivalent to financial manager) hereby guarantee that
the Financial Statements carried in this Report are factual, accurate and complete.
This Report and its summary have been prepared in both Chinese and English. Should there
be any discrepancies or misunderstandings between the two versions, the Chinese versions
shall prevail.




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                              Third Quarter Report 2018




                                    Part II Key Corporate Information

I Key Consolidated Financial Information

Indicate by tick mark whether there is any retrospectively restated datum in the table below.

□ Yes √ No

                                           30 September 2018                 31 December 2017                    Change (%)

Total assets (RMB)                                   4,447,438,366.38               3,989,263,981.96                           11.49%

Equity attributable to the listed
                                                     3,199,567,123.08               2,828,242,120.98                          13.13%
company’s shareholders (RMB)

                                            Q3 2018              YoY change (%)            Q1-Q3 2018             YoY change (%)

Operating revenue (RMB)                      282,588,259.93                   21.13%        1,600,129,891.28                  65.89%

Net profit attributable to the listed
                                              44,934,281.00                  263.65%            374,000,365.53                150.03%
company’s shareholders (RMB)

Net profit attributable to the listed
company’s       shareholders   before        44,760,056.43                  262.15%            373,889,817.10                150.19%
exceptional items (RMB)

Net cash generated from/used in
                                                --                      --                      664,798,431.71                431.32%
operating activities (RMB)

Basic     earnings        per     share
                                                       0.0444                263.93%                   0.3697                 149.97%
(RMB/share)

Diluted        earnings   per     share
                                                       0.0444                263.93%                   0.3697                 149.97%
(RMB/share)

Weighted average return on equity
                                                       1.49%                   1.04%                   12.41%                  6.91%
(%)

Exceptional gains and losses:
√ Applicable □ Not applicable
                                                                                                                           Unit: RMB

                                  Item                                       Q1-Q3 2018                           Note

Gain or loss on disposal of non-current assets (inclusive of
                                                                                        -19,206.48
impairment allowance write-offs)

Non-operating income and expense other than above                                      166,604.39

Less: Income tax effects                                                                36,849.48

Total                                                                                  110,548.43                   --

Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the Explanatory


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                    Third Quarter Report 2018



Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss

Items:

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


II Total Number of Shareholders and Holdings of Top 10 Shareholders at 30 September 2018

1. Numbers of Ordinary Shareholders and Preferred Shareholders with Resumed Voting Rights as well as
Holdings of Top 10 Shareholders

                                                                                                                                  Unit: share

                                                                            Number         of        preferred
Number of ordinary shareholders                                      76,443 shareholders    with     resumed                              0
                                                                            voting rights (if any)

                                                              Top 10 shareholders

                                                        Shareholdi                                           Shares in pledge or frozen
                                          Nature of                  Number of
         Name of shareholder                               ng                       Restricted shares
                                      shareholder                      shares                                    Status         Shares
                                                        percentage

Shenzhen Investment Holdings State-owned
                                                          63.55% 642,884,262
Co., Ltd                             legal person

Shandong        Gold     Financial
                                     Domestic
Holding Capital Management
                                     non-state-own
Co., Ltd. - Shandong Gold                                  1.02%     10,300,000
                                     ed         legal
Financial Holding Sustaining
                                     person
Fund 1

                                     Domestic
Lu Zhigao                                                   0.32%      3,246,949
                                     natural person

                                     Domestic
Tan Shiqing                                                 0.13%      1,286,701
                                     natural person

                                     Domestic
Yang Shuilian                                               0.13%      1,273,700
                                     natural person

                                     Domestic
Yang Jianxiong                                              0.12%      1,255,750
                                     natural person

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

                                     Domestic
Peng Wei                                                    0.11%      1,129,082
                                     natural person

                                     Foreign
Wu Haoyuan                                                  0.11%      1,109,300
                                     natural person



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                            Third Quarter Report 2018


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

                                                Top 10 unrestricted shareholders

                                                                                                           Shares by type
                   Name of shareholder                           Unrestricted shares
                                                                                                        Type           Shares

                                                                                                RMB-denominate
Shenzhen Investment Holdings Co., Ltd                                          642,884,262                             642,884,262
                                                                                                d ordinary stock

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

                                                                                                RMB-denominate
Lu Zhigao                                                                           3,246,949                                3,246,949
                                                                                                d ordinary stock

                                                                                                RMB-denominate
Tan Shiqing                                                                         1,286,701                                1,286,701
                                                                                                d ordinary stock

                                                                                                RMB-denominate
Yang Shuilian                                                                       1,273,700                                1,273,700
                                                                                                d ordinary stock

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

                                                                                                RMB-denominate
Central Huijin Asset Management Co., Ltd.                                           1,165,500                                1,165,500
                                                                                                d ordinary stock

                                                                                                RMB-denominate
Peng Wei                                                                            1,129,082                                1,129,082
                                                                                                d ordinary stock

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

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

                                                           The Company has found no related parties or acting-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.

                                                           The fourth shareholder holds all his shares in the Company in his
Top 10 ordinary shareholders involved in securities margin accounts of collateral securities for margin trading. And the third
trading (if any)                                           shareholder holds some of his shares in the Company in such
                                                           accounts.

Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary shareholders of the

Company conducted any promissory repo during the Reporting Period.




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   Third Quarter Report 2018



□ Yea √ No

No such cases in the Reporting Period.


2. Number of Preferred Shareholders and Shareholdings of Top 10 of Them

□ Applicable √ Not applicable




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                     Third Quarter Report 2018




                                          Part III Significant Events

I Changes in Key Consolidated Financial Statement Line Items and Explanation of why

√ Applicable □ Not applicable
                                                                                                                       Unit: RMB

 Key income statement
                                  Q1~Q3 2018           Q1~Q3 2017         Change (%)               Explanation of why
              items

                                                                                        Rise in property sales carryforwards to
 Operating revenue                1,600,129,891.28      964,594,407.66        65.89%
                                                                                        the current period

                                                                                        Rise in property sales carryforwards to
 Taxes and surcharges              316,767,417.97        30,671,236.84       932.78%
                                                                                        the current period

                                                                                        Rise in sales agent fees and
 Selling expense                    41,241,971.51        12,382,407.96       233.07%    commissions as a result of the opening
                                                                                        of new developments for sale

                                                                                        Expensing of labor cost and other costs
 Administrative expense             44,506,615.17        33,480,030.90        32.93%    upon the completion of the Cuilinyuan
                                                                                        project

                                                                                        Lower interest expense on borrowings
 Finance costs                      -10,289,373.08        -3,137,412.25      -227.96%   and higher interest income on term
                                                                                        deposits

       Key cash flow
                                  Q1~Q3 2018           Q1~Q3 2017         Change (%)               Explanation of why
       statement items

 Net     cash     generated                                                             Rise in sale of commodities
 from/used in operating            664,798,431.71      -200,649,011.12       431.32%
 activities

 Net     cash     generated
                                                                                        Purchase of a 600-million six-month
 from/used in investing           -599,463,465.47         8,643,770.86      -7035.21%
                                                                                        bank structured deposit
 activities

 Net     cash     generated                                                             Repayment of bank loans
 from/used in financing           -136,127,057.86        -18,576,803.21      -632.78%
 activities

    Key balance sheet
                              30 September 2018      31 December 2017     Change (%)               Explanation of why
              items

                                                                                        Purchase of a 600-million six-month
 Other current assets              606,889,159.07        11,369,544.80      5237.85%
                                                                                        bank structured deposit

 Short-term borrowings              35,048,803.88       104,207,653.64        -66.37%   Decline in commercial acceptance bill



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                   Third Quarter Report 2018


                                                                                      discounting and the use of such bills as
                                                                                      pledge for loans

 Current     portion       of                                                         Repayment of bank loans due within
                                  17,773,200.00        64,000,000.00        -72.23%
 non-current liabilities                                                              one year

 Long-term borrowings             13,340,200.00        82,000,000.00        -83.73%   Repayment of bank loans




II Progress, Influence and Solutions Associated with Significant Events

√ Applicable □ Not applicable

Since Shenzhen Investment Holdings Co., Ltd, the controlling shareholder of the Company, is
planning a significant event that involves the Company, trading of the Company’s stocks (A-stock:
stock name: SPG, stock code: 000029; B-stock: stock name: SPG-B, stock code: 200029) has been
suspended since the opening of 14 September 2016. On 30 September 2016, the Company disclosed
the Announcement on Share Trading Suspension Due to Major Assets Restructuring (No. 2016-025),
and the suspension continued due to major assets restructuring since the market opening on 30
September 2016.
The Company is organizing relevant intermediaries to conduct supplementary due diligence on the
parties to the restructuring 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 restructuring of the Company involves in the reform of state-owned enterprises in
Shenzhen with complex transaction structure, and the proposed purchase of underlying asset is the
leading asset in the industry on a large-scale, which is a major unprecedented event. The Company
still needs to communicate with regulatory authorities for further discussion, demonstration and
improvement. Meanwhile, limited by the period of validity of the assessment, underlying asset’s
audit report and assessment report need to be updated, and it also needs to perform national assets
filing procedures of assessment report, which needs a certain period of time due to the large
volumes. On the specific circumstances of restructuring of the Company, please keep an eye on the
Company's follow-up announcements.
To ensure the smooth progress of this major asset restructuring, prevent abnormal fluctuations in the
prices of its stocks and protect the rights and interests of its minority shareholders, the Company has
applied to the Shenzhen Stock Exchange for continued share trading suspension for no more than 1
month as of 14 October 2018. It is respected that the major assets restructuring plan or report will
be disclosed according to the requirements of the Standards for the Contents and Formats of
Information Disclosure by Companies Offering Securities to the Public No. 26—Major Assets
Restructuring of Listed Companies prior to 14 November 2018.
During the continued suspension, the Company will keep promoting the work of this major asset
restructuring 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. Investors are kindly reminded
to pay attention to investment risk.

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                  Third Quarter Report 2018


        Summary of significant event                          Disclosure date                         Index to related announcement

                                                                                                Announcement on the planning of
                                                                                                Delaying the Share Trading Resumption of
Significant asset restructuring                 13 October 2018
                                                                                                Significant Asset Restructuring
                                                                                                (www.cninfo.com.cn)


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


□ Applicable √ Not applicable

No such cases in the Reporting Period.


IV 2018 Annual Operating Performance Forecast

Warning of a forecast loss on or a forecast significant year-on-year change in net profit for the year 2018, as well as explanation of
why:
√ Applicable □ Not applicable
Forecast: Considerable increase in profit
Type of the forecast data: Interval number

                                                2018                    2017                                 +/- (%)

Forecast     accumulative     net
                                          45,000 --        50,000             18,492 Increase                   143.35% --        170.39%
profit (RMB'0,000)

Basic     earnings   per    share
                                          0.4448 --        0.4942             0.1828 Increase                   143.33% --        170.37%
(RMB/share)

Notes to the forecast               The property sales carryforwards to the year 2018 dramatically increased year-on-year.


V Securities Investments


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


VI Wealth Management Entrustment

√ Applicable □ Not applicable
                                                                                           Unit: RMB’0,000 (in RMB ten thousand yuan)

       Type of wealth                                                                   Outstanding amount
                                    Funding source                Principal                                            Overdue amount
        management                                                                         before maturity

Wealth management
                            Idly self-funded                                   60,000                     60,000                         0
product purchased from


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                               Third Quarter Report 2018


bank

Total                                                                        60,000                     60,000                          0

High-risk wealth management entrustments with amounts that are individually significant, or with low security, low liquidity, or no
protection of the principal:
□ Applicable √ Not applicable

Wealth management entrustments with possible impairments including an expectedly unrecoverable principal:

□ Applicable √ Not applicable


VII Investments in Derivative Financial Instruments


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


VIII 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

                                                            Inquired of semi-annual operating conditions of the Company, the
12 July 2018             By phone       Individual          progress of assets restructuring and the expected time for share trading
                                                            resumption, and didn’t offer written materials

                                                            Inquired of the progress of assets restructuring, time for share trading
2 August 2018            By phone       Individual          resumption, the estimated disclosed time of interim report, and didn’t offer
                                                            written materials

                                                            Inquired of the progress of assets restructuring and the time for share
21 August 2018           By phone       Individual
                                                            trading resumption, and didn’t offer written materials

                                                            Inquired of the progress of assets restructuring and the time for share
17 September 2018        By phone       Individual
                                                            trading resumption, and didn’t offer written materials

                                                            Inquired of the progress of assets restructuring, the operating conditions of
28 September 2018        By phone       Individual          the Company and the estimated disclosed time of third quarter report, and
                                                            didn’t offer written materials


IX Irregularities in Provision of Guarantees for External Parties


□ Applicable √ Not applicable

No such cases in the Reporting Period.




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   Third Quarter Report 2018


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


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




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Third Quarter Report 2018




                                        Part IV Financial Statements

I Financial Statements

1. Consolidated Balance Sheet

Prepared by ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
                                                          30 September 2018
                                                                                                                      Unit: RMB

                                Item                                     30 September 2018              31 December 2017

Current assets:

  Monetary capital                                                             1,195,341,792.38                1,207,079,090.29

  Settlement reserve

  Interbank loans granted

  Financial assets at fair value through profit or loss

  Derivative financial assets

  Notes and accounts receivable                                                  155,064,261.72                  143,013,443.05

     Including: Notes receivable                                                                                   5,921,287.00

                  Accounts receivable                                            155,064,261.72                  137,092,156.05

  Prepayments                                                                      4,799,752.83                    6,040,367.51

  Premiums receivable

  Reinsurance receivables

  Receivable reinsurance contract reserve

  Other receivables                                                               48,087,020.29                   76,955,351.38

  Financial assets purchased under resale agreements

  Inventories                                                                  1,675,720,610.56                1,764,086,643.94

  Assets classified as held for sale

  Current portion of non-current assets

  Other current assets                                                           606,889,159.07                   11,369,544.80

Total current assets                                                           3,685,902,596.85                3,208,544,440.97

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 2018


  Long-term receivables

  Long-term equity investments                                                29,888,661.65                    29,888,661.65

  Investment property                                                        630,002,783.54                   647,297,124.04

  Fixed assets                                                                34,916,310.70                    37,937,868.71

  Construction in progress

  Productive living assets

  Oil and gas assets

  Intangible assets                                                                                                55,200.00

  R&D expense

  Goodwill

  Long-term prepaid expense                                                      442,332.39                       586,350.66

  Deferred income tax assets                                                  48,821,440.51                    47,490,095.19

  Other non-current assets

Total non-current assets                                                     761,535,769.53                   780,719,540.99

Total assets                                                                4,447,438,366.38                3,989,263,981.96

Current liabilities:

  Short-term borrowings                                                       35,048,803.88                   104,207,653.64

  Borrowings from central bank

  Customer deposits and interbank deposits

  Interbank loans obtained

  Financial liabilities at fair value through profit or loss

  Derivative financial liabilities

  Notes and accounts payable                                                 219,554,469.82                   190,629,756.30

  Advances from customers                                                    279,191,515.39                   332,152,016.54

  Financial assets sold under repurchase agreements

  Handling charges and commissions payable

  Payroll payable                                                             37,897,653.43                    30,516,219.96

  Taxes payable                                                               93,556,953.74                    86,153,526.89

  Other payables                                                             674,696,256.06                   391,480,367.04

  Reinsurance payables

  Insurance contract reserve

  Payables for acting trading of securities

  Payables for underwriting of securities

  Liabilities directly associated with assets classified as held for
sale


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2018


  Current portion of non-current liabilities                                  17,773,200.00                    64,000,000.00

  Other current liabilities

Total current liabilities                                                   1,357,718,852.32                1,199,139,540.37

Non-current liabilities:

  Long-term borrowings                                                        13,340,200.00                    82,000,000.00

  Bonds payable

     Including: Preferred shares

                    Perpetual bonds

  Long-term payables                                                           6,151,782.28                     8,101,880.05

  Long-term payroll payable

  Provisions

  Deferred income

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities                                                 19,491,982.28                    90,101,880.05

Total liabilities                                                           1,377,210,834.60                1,289,241,420.42

Owners’ equity:

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

  Other equity instruments

     Including: Preferred shares

                    Perpetual bonds

  Capital reserves                                                           978,244,910.11                   978,244,910.11

  Less: Treasury stock

  Other comprehensive income                                                   7,370,333.73                    10,045,697.16

  Specific reserve

  Surplus reserves                                                            85,666,668.00                    85,666,668.00

  General reserve

  Retained earnings                                                         1,116,625,211.24                  742,624,845.71

Total equity attributable to owners of the Company as the parent            3,199,567,123.08                2,828,242,120.98

Non-controlling interests                                                   -129,339,591.30                  -128,219,559.44

Total owners’ equity                                                       3,070,227,531.78                2,700,022,561.54

Total liabilities and owners’ equity                                       4,447,438,366.38                3,989,263,981.96


Legal representative: Zhou Jianguo                                                 Head of financial affairs: Tang Xiaoping




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2018


Head of the financial arm: Qiao Yanjun


2. Balance Sheet of the Company as the Parent

                                                                                                                   Unit: RMB

                                Item                                  30 September 2018              31 December 2017

Current assets:

  Monetary capital                                                            428,124,916.01                  726,801,673.89

  Financial assets at fair value through profit or loss

  Derivative financial assets

  Notes and accounts receivable                                                 4,499,881.80                    4,482,074.17

     Including: Notes receivable

                  Accounts receivable                                           4,499,881.80                    4,482,074.17

  Prepayments                                                                     200,000.00

  Other receivables                                                           767,906,103.05                1,069,266,476.08

  Inventories                                                                 482,393,473.08                  365,067,776.29

  Assets classified as held for sale

  Current portion of non-current assets

  Other current assets                                                        600,298,788.51                      165,020.02

Total current assets                                                        2,283,423,162.45                2,165,783,020.45

Non-current assets:

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

  Held-to-maturity investments

  Long-term receivables

  Long-term equity investments                                                248,870,407.21                  248,870,407.21

  Investment property                                                         516,488,961.55                  532,414,374.79

  Fixed assets                                                                 22,577,411.97                   24,371,839.21

  Construction in progress

  Productive living assets

  Oil and gas assets

  Intangible assets                                                                                                55,200.00

  R&D expense

  Goodwill

  Long-term prepaid expense                                                       391,988.17                      529,905.52

  Deferred income tax assets                                                       43,449.93



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2018


  Other non-current assets

Total non-current assets                                                     800,372,218.83                   818,241,726.73

Total assets                                                                3,083,795,381.28                2,984,024,747.18

Current liabilities:

  Short-term borrowings

  Financial liabilities at fair value through profit or loss

  Derivative financial liabilities

  Notes and accounts payable                                                   5,204,612.88                     6,803,512.99

  Advances from customers                                                         93,435.00                        93,435.00

  Payroll payable                                                             14,930,925.93                     8,761,156.65

  Taxes payable                                                               54,325,790.81                    52,311,869.66

  Other payables                                                             370,369,641.92                   194,730,771.40

  Liabilities directly associated with assets classified as held for
sale

  Current portion of non-current liabilities                                  17,773,200.00                    64,000,000.00

  Other current liabilities

Total current liabilities                                                    462,697,606.54                   326,700,745.70

Non-current liabilities:

  Long-term borrowings                                                        13,340,200.00                    82,000,000.00

  Bonds payable

       Including: Preferred shares

                    Perpetual bonds

  Long-term payables

  Long-term payroll payable

  Provisions

  Deferred income

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities                                                 13,340,200.00                    82,000,000.00

Total liabilities                                                            476,037,806.54                   408,700,745.70

Owners’ equity:

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

  Other equity instruments

       Including: Preferred shares

                    Perpetual bonds


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Third Quarter Report 2018


  Capital reserves                                                             978,244,910.11                  978,244,910.11

  Less: Treasury stock

  Other comprehensive income

  Specific reserve

  Surplus reserves                                                              62,537,054.59                   62,537,054.59

  Retained earnings                                                            555,315,610.04                  522,882,036.78

Total owners’ equity                                                        2,607,757,574.74                2,575,324,001.48

Total liabilities and owners’ equity                                        3,083,795,381.28                2,984,024,747.18


3. Consolidated Income Statement for Q3

                                                                                                                     Unit: RMB

                                 Item                                       Q3 2018                        Q3 2017

1. Revenue                                                                     282,588,259.93                  233,287,425.63

  Including: Operating revenue                                                 282,588,259.93                  233,287,425.63

              Interest income

              Premium income

              Handling charge and commission income

2. Operating costs and expenses                                                220,887,629.95                  211,967,739.46

  Including: Cost of sales                                                     166,327,629.97                  191,067,478.03

              Interest expense

              Handling charge and commission expense

              Surrenders

              Net claims paid

              Net amount provided as insurance contract reserve

              Expenditure on policy dividends

              Reinsurance premium expense

              Taxes and surcharges                                              39,426,927.21                    6,757,925.61

              Selling expense                                                    4,074,837.74                    5,549,604.20

              Administrative expense                                            12,770,414.32                    8,760,792.21

              R&D expense                                                                0.00

              Finance costs                                                     -1,712,179.29                     -168,060.59

                 Including: Interest expense                                      799,817.42                     2,385,365.33

                                  Interest income                                2,555,154.36                    2,611,951.67

              Asset impairment loss                                                      0.00                               0.00



                                                                                                                              17
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                    Third Quarter Report 2018


Add: Other income                                                                     0.00                               0.00

        Investment income (“-” for loss)                                            0.00                               0.00

           Including: Share of profit or loss of joint ventures and
                                                                                      0.00                               0.00
associates

        Gain on changes in fair value (“-” for loss)                                0.00                               0.00

        Foreign exchange gain (“-” for loss)                                 487,424.56                      -388,764.88

        Asset disposal income (“-” for loss)                                     -194.95                       -3,518.85

3. Operating profit (“-” for loss)                                         62,187,859.59                   20,927,402.44

Add: Non-operating income                                                      421,906.22                         3,210.52

Less: Non-operating expense                                                    170,595.26                         4,162.73

4. Profit before tax (“-” for loss)                                        62,439,170.55                   20,926,450.23

Less: Income tax expense                                                     17,457,900.83                    8,520,281.69

5. Net profit (“-” for net loss)                                           44,981,269.72                   12,406,168.54

  5.1 Net profit from continuing operations (“-” for net loss)             44,981,269.72                   12,406,168.54

  5.2 Net profit from discontinued operations (“-” for net loss)                                                       0.00

  Net profit attributable to owners of the Company as the parent             44,934,281.00                   12,356,333.26

  Net profit attributable to non-controlling interests                          46,988.72                        49,835.28

6. Other comprehensive income, net of tax                                    -3,127,250.66                    2,101,707.56

  Attributable to owners of the Company as the parent                        -2,189,075.46                    1,471,195.30

       6.1 Items that will not be reclassified to profit or loss                      0.00                               0.00

         6.1.1 Changes in net liabilities or assets caused by
                                                                                      0.00                               0.00
remeasurements on defined benefit pension schemes
         6.1.2 Share of other comprehensive income of investees that
                                                                                      0.00                               0.00
will not be reclassified to profit or loss under equity method
       6.2 Items that may subsequently be reclassified to profit or
                                                                             -2,189,075.46                    1,471,195.30
loss
         6.2.1 Share of other comprehensive income of investees that
                                                                                      0.00                               0.00
will be reclassified to profit or loss under equity method
         6.2.2    Gain/Loss      on     changes     in   fair   value   of
                                                                                      0.00                               0.00
available-for-sale financial assets
         6.2.3    Gain/Loss      arising     from    reclassification   of
                                                                                      0.00                               0.00
held-to-maturity investments to available-for-sale financial assets

         6.2.4 Effective gain/loss on cash flow hedges                                0.00                               0.00

         6.2.5 Differences arising from translation of foreign
                                                                             -2,189,075.46                    1,471,195.30
currency-denominated financial statements

         6.2.6 Other                                                                  0.00                               0.00

  Attributable to non-controlling interests                                    -938,175.20                      630,512.26

7. Total comprehensive income                                                41,854,019.06                   14,507,876.10


                                                                                                                           18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                           Third Quarter Report 2018


  Attributable to owners of the Company as the parent                               42,745,205.54                   13,827,528.56

  Attributable to non-controlling interests                                           -891,186.48                      680,347.54

8. Earnings per share

  8.1 Basic earnings per share                                                             0.0444                          0.0122

  8.2 Diluted earnings per share                                                           0.0444                          0.0122

Where business combinations under common control occurred in the current period, the net profit achieved by the acquirees before
the combinations was RMB0.00, with the amount for the same period of last year being RMB0.00.


Legal representative: Zhou Jianguo                                                       Head of financial affairs: Tang Xiaoping


Head of the financial arm: Qiao Yanjun


4. Income Statement of the Company as the Parent for Q3

                                                                                                                         Unit: RMB

                                    Item                                      Q3 2018                          Q3 2017

1. Operating revenue                                                                14,863,056.88                   13,471,349.96

Less: Cost of sales                                                                  6,069,598.33                    6,307,313.70

     Taxes and surcharges                                                            1,897,242.49                    1,612,856.89

     Selling expense                                                                   456,770.95                      266,196.50

     Administrative expense                                                          3,578,442.56                    3,272,107.52

     R&D expense                                                                             0.00                               0.00

     Finance costs                                                                  -6,865,892.80                   -7,860,577.41

        Including: Interest expense                                                    434,797.18                    2,082,743.07

                      Interest income                                                7,303,315.43                    9,949,853.83

     Asset impairment loss                                                                   0.00                               0.00

Add: Other income                                                                    7,238,497.24                   -5,478,809.68

       Investment income (“-” for loss)                                                    0.00                               0.00

          Including: Share of profit or loss of joint ventures and
                                                                                             0.00                               0.00
associates

       Gain on changes in fair value (“-” for loss)                                        0.00                               0.00

       Asset disposal income (“-” for loss)

2. Operating profit (“-” for loss)                                                16,965,392.59                    4,394,643.08

Add: Non-operating income                                                                    0.04                               0.00

Less: Non-operating expense                                                            100,000.00                               0.00

3. Profit before tax (“-” for loss)                                               16,865,392.63                    4,394,643.08

Less: Income tax expense                                                             4,252,167.10                    1,873,814.49


                                                                                                                                   19
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                          Third Quarter Report 2018


4. Net profit (“-” for net loss)                                                12,613,225.53                     2,520,828.59

  4.1 Net profit from continuing operations (“-” for net loss)                  12,613,225.53                     2,520,828.59

  4.2 Net profit from discontinued operations (“-” for net loss)                          0.00                               0.00

5. Other comprehensive income, net of tax                                                   0.00                               0.00

  5.1 Items that will not be reclassified to profit or loss                                 0.00                               0.00

     5.1.1 Changes in net liabilities or assets caused by
                                                                                            0.00                               0.00
remeasurements on defined benefit pension schemes
     5.1.2 Share of other comprehensive income of investees that
                                                                                            0.00                               0.00
will not be reclassified to profit or loss under equity method

  5.2 Items that may subsequently be reclassified to profit or loss                         0.00                               0.00

     5.2.1 Share of other comprehensive income of investees that
                                                                                            0.00                               0.00
will be reclassified to profit or loss under equity method
     5.2.2 Gain/Loss on changes in fair value of available-for-sale
                                                                                            0.00                               0.00
financial assets
     5.2.3      Gain/Loss       arising     from    reclassification   of
                                                                                            0.00                               0.00
held-to-maturity investments to available-for-sale financial assets

     5.2.4 Effective gain/loss on cash flow hedges                                          0.00                               0.00

     5.2.5    Differences     arising     from translation    of   foreign
                                                                                            0.00                               0.00
currency-denominated financial statements

     5.2.6 Other                                                                            0.00                               0.00

6. Total comprehensive income                                                     12,613,225.53                     2,520,828.59

7. Earnings per share

    7.1 Basic earnings per share                                                          0.0125                          0.0025

    7.2 Diluted earnings per share                                                        0.0125                          0.0025


5. Consolidated Income Statement for Q1~Q3

                                                                                                                       Unit: RMB

                                     Item                                    Q1~Q3 2018                     Q1~Q3 2017

1. Revenue                                                                      1,600,129,891.28                  964,594,407.66

  Including: Operating revenue                                                  1,600,129,891.28                  964,594,407.66

               Interest income

               Premium income

               Handling charge and commission income

2. Operating costs and expenses                                                 1,098,971,752.95                  759,413,539.37

  Including: Cost of sales                                                       706,745,121.38                   686,017,275.92

               Interest expense

               Handling charge and commission expense


                                                                                                                                 20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                    Third Quarter Report 2018


               Surrenders

               Net claims paid

               Net amount provided as insurance contract reserve

               Expenditure on policy dividends

               Reinsurance premium expense

               Taxes and surcharges                                         316,767,417.97                   30,671,236.84

               Selling expense                                               41,241,971.51                   12,382,407.96

               Administrative expense                                        44,506,615.17                   33,480,030.90

               R&D expense

               Finance costs                                                -10,289,373.08                   -3,137,412.25

                  Including: Interest expense                                 3,817,172.20                    6,662,172.37

                                        Interest income                      14,324,520.82                   10,011,663.67

               Asset impairment loss

Add: Other income

       Investment income (“-” for loss)                                      827,100.00                       650,000.00

          Including: Share of profit or loss of joint ventures and
associates

       Gain on changes in fair value (“-” for loss)

       Foreign exchange gain (“-” for loss)                                  521,899.87                      -722,544.96

       Asset disposal income (“-” for loss)                                   -19,206.48                      -61,706.41

3. Operating profit (“-” for loss)                                        502,487,931.72                  205,046,616.92

Add: Non-operating income                                                      517,741.45                       320,231.95

Less: Non-operating expense                                                    351,137.06                        67,588.96

4. Profit before tax (“-” for loss)                                       502,654,536.11                  205,299,259.91

Less: Income tax expense                                                    128,627,618.11                   55,693,421.41

5. Net profit (“-” for net loss)                                          374,026,918.00                  149,605,838.50

  5.1 Net profit from continuing operations (“-” for net loss)            374,026,918.00                  149,605,838.50

  5.2 Net profit from discontinued operations (“-” for net loss)

  Net profit attributable to owners of the Company as the parent            374,000,365.53                  149,582,935.10

  Net profit attributable to non-controlling interests                           26,552.47                       22,903.40

6. Other comprehensive income, net of tax                                    -3,821,947.76                    4,153,221.38

  Attributable to owners of the Company as the parent                        -2,675,363.43                    2,907,254.98

     6.1 Items that will not be reclassified to profit or loss

        6.1.1 Changes in net liabilities or assets caused by
remeasurements on defined benefit pension schemes



                                                                                                                         21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                           Third Quarter Report 2018


         6.1.2 Share of other comprehensive income of investees that
will not be reclassified to profit or loss under equity method
       6.2 Items that may subsequently be reclassified to profit or
                                                                                    -2,675,363.43                    2,907,254.98
loss
         6.2.1 Share of other comprehensive income of investees that
will be reclassified to profit or loss under equity method
         6.2.2   Gain/Loss      on       changes    in   fair   value   of
available-for-sale financial assets
         6.2.3   Gain/Loss       arising     from    reclassification   of
held-to-maturity investments to available-for-sale financial assets

         6.2.4 Effective gain/loss on cash flow hedges

         6.2.5 Differences arising from translation of foreign
                                                                                    -2,675,363.43                    2,907,254.98
currency-denominated financial statements

         6.2.6 Other

  Attributable to non-controlling interests                                         -1,146,584.33                    1,245,966.40

7. Total comprehensive income                                                     370,204,970.24                   153,759,059.88

  Attributable to owners of the Company as the parent                             371,325,002.10                   152,490,190.08

  Attributable to non-controlling interests                                         -1,120,031.86                    1,268,869.80

8. Earnings per share

  8.1 Basic earnings per share                                                             0.3697                          0.1479

  8.2 Diluted earnings per share                                                           0.3697                          0.1479

Where business combinations under common control occurred in the current period, the net profit achieved by the acquirees before
the combinations was RMB0.00, with the amount for the same period of last year being RMB0.00.


6. Income Statement of the Company as the Parent for Q1~Q3

                                                                                                                        Unit: RMB

                                     Item                                    Q1~Q3 2018                      Q1~Q3 2017

1. Operating revenue                                                                44,850,524.39                  243,028,509.35

Less: Cost of sales                                                                 18,653,268.07                  117,577,476.14

       Taxes and surcharges                                                          5,552,046.60                    7,458,223.71

       Selling expense                                                               1,364,929.87                    1,230,781.87

       Administrative expense                                                       14,472,955.77                   14,566,751.21

       R&D expense

       Finance costs                                                               -29,451,306.05                  -25,114,582.00

         Including: Interest expense                                                 2,163,250.22                    5,870,083.28

                       Interest income                                              31,630,411.09                   31,005,926.97

       Asset impairment loss


                                                                                                                                   22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                    Third Quarter Report 2018


Add: Other income                                                             8,147,643.61                  -10,113,199.89

       Investment income (“-” for loss)                                      827,100.00                   170,043,952.18

          Including: Share of profit or loss of joint ventures and
associates

       Gain on changes in fair value (“-” for loss)

       Asset disposal income (“-” for loss)                                   -13,299.25

2. Operating profit (“-” for loss)                                         43,220,074.49                  287,240,610.71

Add: Non-operating income                                                       34,352.63                                2.69

Less: Non-operating expense                                                    230,000.00                        12,574.69

3. Profit before tax (“-” for loss)                                        43,024,427.12                  287,228,038.71

Less: Income tax expense                                                     10,590,853.86                   30,077,031.40

4. Net profit (“-” for net loss)                                           32,433,573.26                  257,151,007.31

  4.1 Net profit from continuing operations (“-” for net loss)             32,433,573.26                  257,151,007.31

  4.2 Net profit from discontinued operations (“-” for net loss)

5. Other comprehensive income, net of tax

  5.1 Items that will not be reclassified to profit or loss

     5.1.1 Changes in net liabilities or assets caused by
remeasurements on defined benefit pension schemes
     5.1.2 Share of other comprehensive income of investees that
will not be reclassified to profit or loss under equity method

  5.2 Items that may subsequently be reclassified to profit or loss

     5.2.1 Share of other comprehensive income of investees that
will be reclassified to profit or loss under equity method
     5.2.2 Gain/Loss on changes in fair value of available-for-sale
financial assets
     5.2.3      Gain/Loss       arising     from   reclassification    of
held-to-maturity investments to available-for-sale financial assets

     5.2.4 Effective gain/loss on cash flow hedges

     5.2.5    Differences     arising     from translation    of   foreign
currency-denominated financial statements

     5.2.6 Other

6. Total comprehensive income                                                32,433,573.26                  257,151,007.31

7. Earnings per share

    7.1 Basic earnings per share                                                   0.0321                           0.2542

    7.2 Diluted earnings per share                                                 0.0321                           0.2542




                                                                                                                           23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Third Quarter Report 2018


7. Consolidated Cash Flow Statement for Q1~Q3

                                                                                                                      Unit: RMB

                                Item                                        Q1~Q3 2018                     Q1~Q3 2017

1. Cash flows from operating activities:

  Proceeds from sale of commodities and rendering of services                  1,605,041,920.88                  952,036,798.69

  Net increase in customer deposits and interbank deposits

  Net increase in borrowings from central bank

  Net increase in loans from other financial institutions

  Premiums received on original insurance contracts

  Net proceeds from reinsurance

  Net increase in deposits and investments of policy holders

  Net increase in proceeds from disposal of financial assets at fair
value through profit or loss

  Interest, handling charges and commissions received

  Net increase in interbank loans obtained

  Net increase in proceeds from repurchase transactions

  Tax rebates                                                                        76,431.00

  Cash generated from other operating activities                                  59,337,154.87                   63,746,128.65

Subtotal of cash generated from operating activities                           1,664,455,506.75                1,015,782,927.34

  Payments for commodities and services                                          558,011,313.21                  851,439,343.84

  Net increase in loans and advances to customers

  Net increase in deposits in central bank and in interbank loans
granted

  Payments for claims on original insurance contracts

  Interest, handling charges and commissions paid

  Policy dividends paid

  Cash paid to and for employees                                                  97,813,296.51                  111,403,737.30

  Taxes paid                                                                    241,207,281.47                   137,641,963.40

  Cash used in other operating activities                                       102,625,183.85                   115,946,893.92

Subtotal of cash used in operating activities                                   999,657,075.04                 1,216,431,938.46

Net cash generated from/used in operating activities                            664,798,431.71                  -200,649,011.12

2. Cash flows from investing activities:

  Proceeds from disinvestment                                                                                      1,376,616.35

  Investment income                                                                 827,100.00                       650,000.00

  Net proceeds from disposal of fixed assets, intangible assets and                                                   14,976.00


                                                                                                                              24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Third Quarter Report 2018


other long-lived assets

  Net proceeds from disposal of subsidiaries or other business units                                            7,286,982.00

  Cash generated from other investing activities

Subtotal of cash generated from investing activities                             827,100.00                     9,328,574.35

  Payments for acquisition of fixed assets, intangible assets and
                                                                                 290,565.47                       684,803.49
other long-lived assets

  Payments for investments

  Net increase in pledged loans granted

  Net payments for acquisition of subsidiaries and other business
units

  Cash used in other investing activities                                    600,000,000.00

Subtotal of cash used in investing activities                                600,290,565.47                       684,803.49

Net cash generated from/used in investing activities                        -599,463,465.47                     8,643,770.86

3. Cash flows from financing activities:

  Capital contributions received

        Including: Capital contributions by non-controlling interests to
subsidiaries

  Increase in borrowings obtained                                              2,000,000.00                    20,900,000.00

  Net proceeds from issuance of bonds

  Cash generated from other financing activities

Subtotal of cash generated from financing activities                           2,000,000.00                    20,900,000.00

  Repayment of borrowings                                                    135,786,600.00                    32,216,016.22

  Payments for interest and dividends                                          2,340,457.86                     7,260,786.99

        Including: Dividends paid by subsidiaries to non-controlling
interests

  Cash used in other financing activities

Subtotal of cash used in financing activities                                138,127,057.86                    39,476,803.21

Net cash generated from/used in financing activities                        -136,127,057.86                   -18,576,803.21

4. Effect of foreign exchange rate changes on cash and cash
                                                                                 366,593.43                      -532,868.23
equivalents

5. Net increase in cash and cash equivalents                                  -70,425,498.19                 -211,114,911.70

Add: Cash and cash equivalents, beginning of the period                     1,265,767,290.57                1,265,767,290.57

6. Cash and cash equivalents, end of the period                             1,195,341,792.38                1,054,652,378.87


8. Cash Flow Statement of the Company as the Parent for Q1~Q3

                                                                                                                   Unit: RMB



                                                                                                                           25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Third Quarter Report 2018


                                 Item                                       Q1~Q3 2018                     Q1~Q3 2017

1. Cash flows from operating activities:

  Proceeds from sale of commodities and rendering of services                     50,519,310.84                  122,602,887.22

  Tax rebates                                                                        76,431.00

  Cash generated from other operating activities                                558,131,067.59                    17,886,514.26

Subtotal of cash generated from operating activities                            608,726,809.43                   140,489,401.48

  Payments for commodities and services                                           98,788,937.22                   68,730,205.88

  Cash paid to and for employees                                                  23,664,067.51                   29,550,117.76

  Taxes paid                                                                      19,277,387.12                   61,804,843.80

  Cash used in other operating activities                                         49,597,541.55                   61,639,460.72

Subtotal of cash used in operating activities                                   191,327,933.40                   221,724,628.16

Net cash generated from/used in operating activities                            417,398,876.03                   -81,235,226.68

2. Cash flows from investing activities:

  Proceeds from disinvestment

  Investment income                                                                 827,100.00                       650,000.00

  Net proceeds from disposal of fixed assets, intangible assets and
other long-lived assets

  Net proceeds from disposal of subsidiaries or other business units                                               7,286,982.00

  Cash generated from other investing activities

Subtotal of cash generated from investing activities                                827,100.00                     7,936,982.00

  Payments for acquisition of fixed assets, intangible assets and
                                                                                    119,374.00                       112,874.00
other long-lived assets

  Payments for investments

  Net payments for acquisition of subsidiaries and other business
units

  Cash used in other investing activities                                       600,000,000.00

Subtotal of cash used in investing activities                                    600,119,374.00                      112,874.00

Net cash generated from/used in investing activities                            -599,292,274.00                    7,824,108.00

3. Cash flows from financing activities:

  Capital contributions received

  Increase in borrowings obtained

  Net proceeds from issuance of bonds

  Cash generated from other financing activities

Subtotal of cash generated from financing activities

  Repayment of borrowings                                                        114,886,600.00                   21,216,016.22




                                                                                                                              26
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                            Third Quarter Report 2018


  Payments for interest and dividends                                                 1,883,272.84                    6,495,933.73

  Cash used in other financing activities

Sub-total of cash used in financing activities                                     116,769,872.84                    27,711,949.95

Net cash generated from/used in financing activities                              -116,769,872.84                   -27,711,949.95

4. Effect of foreign exchange rate changes on cash and cash
                                                                                        -13,487.07                      -33,480.46
equivalents

5. Net increase in cash and cash equivalents                                      -298,676,757.88                  -101,156,549.09

Add: Cash and cash equivalents, beginning of the period                            726,801,673.89                   818,261,250.52

6. Cash and cash equivalents, end of the period                                    428,124,916.01                   717,104,701.43


II Independent Auditor’s Report


Indicate by tick mark whether the financial statements above have been audited by an independent auditor.

□Yes √ No
These financial statements have not been audited by such an auditor.




                                                                                                                                 27