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深深房B:2019年第一季度报告全文(英文版)2019-04-19  

						ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   First Quarter Report 2019




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

                             FIRST QUARTER REPORT 2019

                                                  2019-032




                                                April 2019

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   First Quarter Report 2019




                                      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. (hereinafter referred to as the “Company”) 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, the Chairman of the Board, Chen Maozheng, the General Manager, Tang
Xiaoping, the head for financial affairs, and Qiao Yanjun, the head of the 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.                                 First Quarter Report 2019




                                       Part II Key Corporate Information

I Key Financial Information

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

□ Yes √ No

                                                        Q1 2019                     Q1 2018                   Change (%)

Operating revenue (RMB)                                    424,535,370.83            149,537,691.65                        183.90%

Net      profit   attributable   to    the   listed
                                                            84,028,728.24              -5,982,684.72                    1,504.53%
company’s shareholders (RMB)

Net      profit   attributable   to    the   listed
company’s shareholders before exceptional                  84,055,572.77              -6,292,418.64                    1,435.82%
items (RMB)

Net cash generated from/used in operating
                                                           217,157,204.59            205,338,536.04                         5.76%
activities (RMB)

Basic earnings per share (RMB/share)                               0.0831                       -0.0059

Diluted earnings per share (RMB/share)                             0.0831                       -0.0059

Weighted average return on equity (%)                                 2.49%                     -0.21%

                                                      31 March 2019           31 December 2018                Change (%)

Total assets (RMB)                                       4,830,618,474.80          4,665,891,514.25                         3.53%

Equity attributable to the listed company’s
                                                         3,417,888,960.45          3,332,259,641.39                         2.57%
shareholders (RMB)

Exceptional gains and losses:

√ Applicable □ Not applicable

                                                                                                                        Unit: RMB

                                      Item                                     Q1 2019                          Note

Gain or loss on disposal of non-current assets (inclusive of
                                                                                         -1,149.90
impairment allowance write-offs)

Non-operating income and expense other than the above                                   -34,642.81

Less: Income tax effects                                                                 -8,948.18

Total                                                                                   -26,844.53               --

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

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

Items:


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                   First Quarter Report 2019



□ Applicable √ Not applicable

No such cases for the Reporting Period.


II Total Number of Shareholders and Holdings of Top 10 Shareholders at 31 March 2019

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

                                                                                                                             Unit: share

Number of ordinary shareholders at                             Number of preferred shareholders with resumed voting
                                                      76,443                                                                         0
the period-end                                                 rights at the period-end (if any)

                                                            Top 10 shareholders

                                       Nature of      Shareholdin Total shares Restricted shares       Shares in pledge or frozen
     Name of shareholder
                                      shareholder     g percentage       held             held         Status             Shares

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

Shandong      Gold      Financial
Holding Capital Management Domestic
Co., Ltd. - Shandong Gold non-state-owned                  1.02% 10,300,000
Financial Holding Sustaining legal 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 natural
Wu Haoyuan                                                  0.11%       1,109,300
                                    person

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

                                                      Top 10 unrestricted shareholders

              Name of shareholder                                Unrestricted shares held                   Shares by type


                                                                                                                                         4
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                 First Quarter Report 2019


                                                                                                       Type           Shares

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

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

                                                                                               Domestically
Peng Wei                                                                           1,129,082 listed       foreign       1,129,082
                                                                                               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 as defined
Related or acting-in-concert parties among the
                                                 in the Administrative Measures for Shareholding Changes in Listed Companies
shareholders above
                                                 among the shareholders above.

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

□ Yea √ No

No such cases in the Reporting Period.




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   First Quarter Report 2019


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.    First Quarter Report 2019




                                   Part III Significant Events

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

√ Applicable □ Not applicable

Operating revenue rose 183.90% during Q1 2019 compared to Q1 2018, primarily driven by the
sales revenue from the new projects of Chuanqi Jingyuan and Cuilinyuan.
Taxes and surcharges rose 3608.67% during Q1 2019 compared to Q1 2018, primarily driven by the
land VAT provision for the property sales revenue.
Finance costs declined 35.83% during Q1 2019 compared to Q1 2018, primarily driven by a lower
amount of interest income resulted from the decrease of term deposits for investment in bank’s
structured deposits.
Net cash generated from investing activities rose 121547.34% during Q1 2019 compared to Q1
2018, primarily driven by the recovery of the principal and interest of the RMB900 million
structured deposit upon maturity on 22 March 2019.
Other current assets went up 123.94% as at 31 March 2019 compared to 31 December 2018,
primarily driven by a higher amount of pre-paid VAT and land VAT.
Advances from customers went up 138.60% as at 31 March 2019 compared to 31 December 2018,
primarily driven by stronger property sales.

II Progress, Influence and Solutions with regard to Significant Events

√ Applicable □ Not applicable

Since the controlling shareholder of the Company is planning a significant event that involves the
Company, upon the application to the Shenzhen Stock Exchange, trading in the stocks of the
Company (A-stock under the name of “SPG” and the code of “000029”; B-stock under the name of
“SPG-B” and the code of “200029”) was suspended starting from the opening of 14 September
2016. The Company disclosed the Announcement on Share Trading Suspension due to Planning of
Significant Event (No. 2016-022), the Announcement on Continued Share Trading Suspension due
to Planning of Significant Event (No. 2016-023) and the Announcement on Continued Share
Trading Suspension due to Planning of Significant Event (No. 2016-024) on 14 September 2016, 22
September 2016 and 29 September 2016, respectively. Upon ascertainment, the event constituted a
material asset restructuring. The Company disclosed the Announcement on Share Trading
Suspension due to Planning of Major Assets Restructuring (No. 2016-025) on 30 September 2016
and the Announcement on Signing Cooperation Agreement on Restructuring and Listing (No.
2016-027) on 10 October 2016.
The Company convened the 33rd Meeting of the 7th Board of the Directors on 11 November 2016,
which the Proposal on Continued Share Trading Suspension due to Planning of Major Assets
Restructuring was reviewed and approved. For details, see the Announcement on Continued Share
Trading Suspension after Expiration of Period of Share Trading Suspension due to Planning of
Major Assets Restructuring (No. 2016-039) disclosed on 14 November 2016.


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                          First Quarter Report 2019


The Company convened the 1st Extraordinary General Meeting of 2016 on 12 December 2016, on
which the Proposal on Continued Share Trading Suspension due to Planning of Major Assets
Restructuring was reviewed and approved. For details, see the Announcement on Application for
Continued Share Trading Suspension after Expiration of Period of Share Trading Suspension due
to Planning of Major Assets Restructuring (No. 2016-047) disclosed on 13 December 2016.
The Company held an online illustration meeting to investors on 10 March 2017, communicating
this major assets restructuring with them and answering questions that they were generally
concerned about with the information allowed to be disclosed. For details, see the Announcement on
Online Illustration Meeting to Investors (No. 2017-012) disclosed on 11 March 2017.
To ensure the smooth progress of this major assets restructuring, prevent abnormal fluctuations in
the prices of its stocks and protect the rights and interests of its non-controlling interests, the
Company has applied to the Shenzhen Stock Exchange for continued share trading suspension for
no more than 1 month as of 14 April 2019. For details, see the Announcement on Delay of Share
Trading Resumption due to the Major Assets Restructuring in Planning (No. 2019-026) disclosed
on 13 April 2019.
During the share trading suspension period, the Company shall disclose the progress of this major
assets restructuring at least every five trading days in strict accordance with the requirements of
applicable laws and regulations. At present, this major assets restructuring is proceeding smoothly.
This major assets restructuring is subject to great uncertainty. Therefore, investors are kindly
reminded to pay attention to possible investment risk.
     Summary of the significant event                       Disclosure date            Index to the related announcement

                                                                                   Announcement on Delay of Share Trading
Delay of share trading resumption due to                                           Resumption due to the Major Assets
                                            13 April 2019
the major assets restructuring                                                     Restructuring in Planning disclosed on
                                                                                   www.cninfo.com.cn


Progress of any share repurchase:

□ Applicable √ Not applicable

Progress of any reduction of the repurchased shares through centralized bidding:

□ Applicable √ Not applicable


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


□ Applicable √ Not applicable

No such cases in the Reporting Period.




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                               First Quarter Report 2019


IV Operating Performance Forecast for H1 2019


Warning of a forecast loss on or a forecast significant year-on-year change in the net profit of H1 2019, as well as explanation of

why:

□ Applicable √ Not applicable


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 Communications with the Investment Community such as Researches, Inquiries and
Interviews during the Reporting Period

√ Applicable □ Not applicable

                                                              Type of communication             Index to main information
             Date                   Way of communication
                                                                        party                         communicated

                                                                                         Asked about the progress of the assets
                                                                                         restructuring and the development and
21 January 2019                   By phone                 Individual                    sales of property projects, with no
                                                                                         written materials provided by the
                                                                                         Company

                                                                                         Asked about the progress of the assets
                                                                                         restructuring, the annual operating
25 February 2019                  By phone                 Individual                    results and the expected disclosure date
                                                                                         of the annual report, with no written
                                                                                         materials provided by the Company

                                                                                         Asked about the progress of the assets
                                                                                         restructuring and the fundamentals of the
26 March 2019                     By phone                 Individual
                                                                                         Company, with no written materials
                                                                                         provided by the Company




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   First Quarter Report 2019


VIII Irregularities in the Provision of Guarantees


□ Applicable √ Not applicable

No such cases in the Reporting Period.


IX Occupation of the Company’s Capital by the 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.                   First Quarter Report 2019




                                         Part IV Financial Statements

I Financial Statements

1. Consolidated Balance Sheet

Prepared by ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
                                                       31 March 2019
                                                                                                           Unit: RMB

                     Item                              31 March 2019                    31 December 2018

Current assets:

  Monetary capital                                                2,276,863,878.07                  2,048,522,435.93

  Settlement reserve

  Interbank loans granted

  Trading financial assets

  Financial assets at fair value through
profit or loss

  Derivative financial assets

  Notes and accounts receivable                                      37,795,313.34                    33,426,991.65

     Including: Notes receivable

                  Accounts receivable                                37,795,313.34                    33,426,991.65

  Prepayments                                                          6,863,055.57                     4,177,767.88

  Premiums receivable

  Reinsurance receivables

  Receivable reinsurance contract reserve

  Other receivables                                                  45,546,717.47                    45,018,027.61

     Including: Interest receivable                                                                     2,453,067.78

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

  Financial assets purchased under resale
agreements

  Inventories                                                     1,697,269,302.51                  1,685,152,051.26

  Contractual assets

  Assets classified as held for sale

  Current portion of non-current assets

  Other current assets                                               15,185,546.09                      6,780,999.56


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.      First Quarter Report 2019


Total current assets                                        4,079,523,813.05           3,823,078,273.89

Non-current assets:

  Loans and advances to customers

  Investments in debt obligations

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

  Investments in other debt obligations

  Held-to-maturity investments

  Long-term receivables

  Long-term equity investments                                 12,561,107.24             12,561,107.24

  Investments in other equity instruments

  Other non-current financial assets

  Investment property                                         617,354,068.63            623,930,838.15

  Fixed assets                                                 32,932,096.32             33,926,198.52

  Construction in progress

  Productive living assets

  Oil and gas assets

  Right-of-use assets

  Intangible assets

  R&D expense

  Goodwill

  Long-term prepaid expense                                       337,245.96                387,066.91

  Deferred income tax assets                                   70,445,902.86            154,543,788.80

  Other non-current assets

Total non-current assets                                      751,094,661.75            842,813,240.36

Total assets                                                4,830,618,474.80           4,665,891,514.25

Current liabilities:

  Short-term borrowings                                        33,284,489.71             17,260,103.46

  Borrowings from central bank

  Interbank loans obtained

  Trading financial liabilities

  Financial liabilities at fair value through
profit or loss

  Derivative financial liabilities

  Notes and accounts payable                                  150,288,623.70            216,758,906.71

  Advances from customers                                     373,229,740.75            156,426,152.86


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.      First Quarter Report 2019


  Financial assets sold under repurchase
agreements
  Customer          deposits   and    interbank
deposits

  Payables for acting trading of securities

  Payables for underwriting of securities

  Payroll payable                                              37,531,177.96             45,836,830.05

  Taxes payable                                               293,479,948.33            300,547,372.98

  Other payables                                              648,470,536.41            721,819,898.48

     Including: Interest payable                               16,535,277.94             16,535,277.94

                    Dividends payable

  Handling charges and            commissions
payable

  Reinsurance payables

  Contractual liabilities

  Liabilities directly associated with assets
classified as held for sale

  Current portion of non-current liabilities

  Other current liabilities

Total current liabilities                                   1,536,284,516.86           1,458,649,264.54

Non-current liabilities:

  Insurance contract reserve

  Long-term borrowings

  Bonds payable

     Including: Preferred shares

                    Perpetual bonds

  Lease liabilities

  Long-term payables                                            7,235,431.68               6,507,139.20

  Provisions

  Deferred income

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities                                   7,235,431.68               6,507,139.20

Total liabilities                                           1,543,519,948.54           1,465,156,403.74

Owners’ equity:

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


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      First Quarter Report 2019


  Other equity instruments

     Including: Preferred shares

                  Perpetual bonds

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

  Less: Treasury stock

  Other comprehensive income                                   12,164,976.79                               10,564,385.97

  Surplus reserves                                             95,906,222.59                               95,906,222.59

  General reserve

  Retained earnings                                         1,319,912,850.96                            1,235,884,122.72

Total equity attributable to owners of the
                                                            3,417,888,960.45                            3,332,259,641.39
Company as the parent

Non-controlling interests                                    -130,790,434.19                             -131,524,530.88

Total owners’ equity                                       3,287,098,526.26                            3,200,735,110.51

Total liabilities and owners’ equity                       4,830,618,474.80                            4,665,891,514.25


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


Head of the financial department: Qiao Yanjun

2. Balance Sheet of the Company as the Parent
                                                                                                               Unit: RMB

                     Item                         31 March 2019                           31 December 2018

Current assets:

  Monetary capital                                          1,692,144,983.38                            1,344,486,378.53

  Trading financial assets

  Financial assets at fair value through
profit or loss

  Derivative financial assets

  Notes and accounts receivable                                   4,385,226.42                              5,164,795.67

     Including: Notes receivable

                  Accounts receivable                             4,385,226.42                              5,164,795.67

  Prepayments                                                      200,000.00                                 200,000.00

  Other receivables                                           752,189,308.07                              770,374,849.84

     Including: Interest receivable                                                                         2,380,301.11

                  Dividends receivable

  Inventories                                                 560,769,131.19                              543,912,100.37

  Contractual assets


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.      First Quarter Report 2019


  Assets classified as held for sale

  Current portion of non-current assets

  Other current assets                                            254,848.94                215,745.41

Total current assets                                        3,009,943,498.00           2,664,353,869.82

Non-current assets:

  Investments in debt obligations

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

  Investments in other debt obligations

  Held-to-maturity investments

  Long-term receivables

  Long-term equity investments                                235,284,776.57            235,284,776.57

  Investments in other equity instruments

  Other non-current financial assets

  Investment property                                         505,696,873.41            511,040,299.65

  Fixed assets                                                 21,314,880.57             21,942,842.11

  Construction in progress

  Productive living assets

  Oil and gas assets

  Right-of-use assets

  Intangible assets

  R&D expense

  Goodwill

  Long-term prepaid expense                                       300,043.27                346,015.72

  Deferred income tax assets                                   16,699,980.23             16,699,980.23

  Other non-current assets

Total non-current assets                                      791,296,554.05            797,313,914.28

Total assets                                                3,801,240,052.05           3,461,667,784.10

Current liabilities:

  Short-term borrowings

  Trading financial liabilities

  Financial liabilities at fair value through
profit or loss

  Derivative financial liabilities

  Notes and accounts payable                                   12,589,061.32             16,743,360.96

  Advances from customers                                     211,079,549.03             22,035,608.45


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.      First Quarter Report 2019


  Contractual liabilities

  Payroll payable                                              19,067,339.43             19,687,728.50

  Taxes payable                                               238,709,548.47            144,621,616.85

  Other payables                                              595,250,326.56            594,392,900.98

     Including: Interest payable                               16,535,277.94             16,535,277.94

                    Dividends payable

  Liabilities directly associated with assets
classified as held for sale

  Current portion of non-current liabilities

  Other current liabilities

Total current liabilities                                   1,076,695,824.81            797,481,215.74

Non-current liabilities:

  Long-term borrowings

  Bonds payable

     Including: Preferred shares

                    Perpetual bonds

  Lease liabilities

  Long-term payables

  Provisions

  Deferred income

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities

Total liabilities                                           1,076,695,824.81            797,481,215.74

Owners’ equity:

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

  Other equity instruments

     Including: Preferred shares

                    Perpetual bonds

  Capital reserves                                            964,711,931.13            964,711,931.13

  Less: Treasury stock

  Other comprehensive income

  Surplus reserves                                             72,776,609.18             72,776,609.18

  Retained earnings                                           675,395,686.93            615,038,028.05

Total owners’ equity                                       2,724,544,227.24           2,664,186,568.36


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.           First Quarter Report 2019


Total liabilities and owners’ equity                       3,801,240,052.05                3,461,667,784.10

3. Consolidated Income Statement
                                                                                                    Unit: RMB

                         Item                            Q1 2019                     Q1 2018

1. Revenue                                                         424,535,370.83              149,537,691.65

  Including: Operating revenue                                     424,535,370.83              149,537,691.65

               Interest income

               Premium income

               Handling charge and commission
income

2. Costs and expenses                                              325,163,686.57              159,930,793.31

  Including: Cost of sales                                         202,277,666.23              134,755,463.32

               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                                 98,423,101.84                2,653,864.82

               Selling expense                                      13,343,017.90               12,456,944.31

               Administrative expense                               13,778,473.34               14,207,674.65

               R&D expense

               Finance costs                                        -2,658,572.74               -4,143,153.79

                   Including: Interest expense                          28,275.01                1,935,342.34

                                   Interest income                   3,125,874.09                6,619,779.87

               Asset impairment loss

               Credit impairment loss

Add: Other income

      Return on investment (“-” for loss)                          9,083,234.25                 827,100.00

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

      Foreign exchange gain (“-” for loss)

      Net gain on exposure hedges (“-” for loss)


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.         First Quarter Report 2019


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

         Asset disposal income (“-” for loss)

3. Operating profit (“-” for loss)                             108,454,918.51              -9,566,001.66

Add: Non-operating income                                               181.09                 412,978.56

Less: Non-operating expense                                           35,973.80                 20,424.16

4. Profit before tax (“-” for loss)                            108,419,125.80              -9,173,447.26

Less: Income tax expense                                          24,342,268.36              -3,221,704.74

5. Net profit (“-” for net loss)                                84,076,857.44              -5,951,742.52

   5.1 By operating continuity

      5.1.1 Net profit from continuing operations
                                                                  84,076,857.44              -5,951,742.52
(“-” for net loss)

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

   5.2 By ownership

      5.2.1 Net profit attributable to owners of the
                                                                  84,028,728.24              -5,982,684.72
Company as the parent
      5.2.1      Net      profit     attributable    to
                                                                      48,129.20                 30,942.20
non-controlling interests

6. Other comprehensive income, net of tax                          2,286,558.31              2,797,799.68

   Attributable to owners of the Company as the
                                                                   1,600,590.82              1,958,459.78
parent
      6.1 Items that will not be reclassified to
profit or loss
          6.1.1 Changes caused by remeasurements
on defined benefit pension schemes
          6.1.2 Other comprehensive income that
will not be reclassified to profit or loss under the
equity method
          6.1.3 Changes in the fair value of
investments in other equity instruments
          6.1.4 Changes in the fair value of the
company’s credit risks

          6.1.5 Other

      6.2 Items that will be reclassified to profit
                                                                   1,600,590.82              1,958,459.78
or loss
          6.2.1 Other comprehensive income that
will be reclassified to profit or loss under the
equity method
          6.2.2 Changes in the fair value of
investments in other debt obligations


                                                                                                        18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                              First Quarter Report 2019


         6.2.3 Gain/Loss on changes in the fair
value of available-for-sale financial assets
         6.2.4   Other    comprehensive        income
arising from the reclassification of financial
assets
         6.2.5   Gain/Loss     arising   from     the
reclassification of held-to-maturity investments
to available-for-sale financial assets
         6.2.6 Allowance for credit impairments in
investments in other debt obligations

         6.2.7 Reserve for cash flow hedges

         6.2.8   Differences   arising   from     the
translation of foreign currency-denominated                               1,600,590.82                              1,958,459.78
financial statements

         6.2.9 Other

  Attributable to non-controlling interests                                 685,967.49                                839,339.90

7. Total comprehensive income                                            86,363,415.75                             -3,153,942.84

  Attributable to owners of the Company as the
                                                                         85,629,319.06                             -4,024,224.94
parent

  Attributable to non-controlling interests                                 734,096.69                                870,282.10

8. Earnings per share

  8.1 Basic earnings per share                                                  0.0831                                   -0.0059

  8.2 Diluted earnings per share                                                0.0831                                   -0.0059

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 for financial affairs: Tang Xiaoping


Head of the financial department: Qiao Yanjun

4. Income Statement of the Company as the Parent
                                                                                                                       Unit: RMB

                   Item                                  Q1 2019                                      Q1 2018

1. Operating revenue                                               193,299,003.22                                  14,713,168.57

Less: Cost of sales                                                  31,591,927.69                                  6,208,841.78

     Taxes and surcharges                                            79,883,135.16                                  1,844,377.36

     Selling expense                                                 10,905,238.86                                    175,734.43

     Administrative expense                                           5,229,110.88                                  5,252,961.05

     R&D expense


                                                                                                                                19
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.     First Quarter Report 2019


        Finance costs                                         -2,692,984.60              -6,393,134.73

          Including: Interest expense                                                    1,233,680.56

                        Interest income                        7,768,291.80             13,903,498.96

        Asset impairment loss

        Credit impairment loss

Add: Other income

         Return on investment (“-” for
                                                               9,083,234.25                827,100.00
loss)

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

         Net gain on exposure hedges (“-”
for loss)

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

         Asset disposal income (“-” for
loss)

2. Operating profit (“-” for loss)                          77,465,809.48              8,451,488.68

Add: Non-operating income                                            40.01

Less: Non-operating expense

3. Profit before tax (“-” for loss)                         77,465,849.49              8,451,488.68

Less: Income tax expense                                      17,108,190.61              1,908,478.09

4. Net profit (“-” for net loss)                            60,357,658.88              6,543,010.59

  4.1      Net   profit    from continuing
                                                              60,357,658.88              6,543,010.59
operations (“-” for net loss)

  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       caused       by
remeasurements on defined benefit
pension schemes
        5.1.2 Other comprehensive income
that will not be reclassified to profit or
loss under the equity method
        5.1.3 Changes in the fair value of
investments in other equity instruments

        5.1.4 Changes in the fair value of


                                                                                                    20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.            First Quarter Report 2019


the company’s credit risks

     5.1.5 Other

  5.2 Items that will be reclassified to
profit or loss
     5.2.1 Other comprehensive income
that will be reclassified to profit or loss
under the equity method
     5.2.2 Changes in the fair value of
investments in other debt obligations
     5.2.3 Gain/Loss on changes in the
fair value of available-for-sale financial
assets
     5.2.4 Other comprehensive income
arising from the reclassification of
financial assets
     5.2.5 Gain/Loss arising from the
reclassification        of         held-to-maturity
investments        to             available-for-sale
financial assets
     5.2.6       Allowance             for      credit
impairments in investments in other
debt obligations

     5.2.7 Reserve for cash flow hedges

     5.2.8 Differences arising from the
translation                  of               foreign
currency-denominated                         financial
statements

     5.2.9 Other

6. Total comprehensive income                                        60,357,658.88               6,543,010.59

7. Earnings per share

    7.1 Basic earnings per share                                           0.0597                     0.0065

    7.2 Diluted earnings per share                                         0.0597                     0.0065

5. Consolidated Cash Flow Statement
                                                                                                    Unit: RMB

                    Item                                 Q1 2019                     Q1 2018

1. Cash flows from operating activities:

  Proceeds from sale of commodities
                                                                   687,255,636.15              508,376,103.06
and rendering of services
  Net increase in customer deposits
and interbank deposits



                                                                                                           21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.    First Quarter Report 2019


  Net increase in borrowings from the
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
  Net proceeds from acting trading of
securities

  Tax rebates                                                   74,607.97

  Cash generated from other operating
                                                             10,152,937.27             27,054,470.97
activities
Subtotal      of    cash        generated    from
                                                           697,483,181.39             535,430,574.03
operating activities
  Payments          for    commodities        and
                                                           207,428,364.66             233,840,761.90
services
  Net increase in loans and advances
to customers
  Net increase in deposits in the
central bank and in interbank loans
granted
  Payments for claims on original
insurance contracts
  Net increase in financial assets held
for trading purposes

  Net increase in interbank loans
granted

  Interest,        handling       charges     and
commissions paid

  Policy dividends paid

  Cash paid to and for employees                             41,274,575.65             37,500,909.89



                                                                                                   22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.    First Quarter Report 2019


     Taxes paid                                            155,769,904.37              33,664,886.97

     Cash     used      in    other   operating
                                                             75,853,132.12             25,085,479.23
activities
Subtotal of cash used in operating
                                                           480,325,976.80             330,092,037.99
activities
Net     cash        generated    from/used      in
                                                           217,157,204.59             205,338,536.04
operating activities

2. Cash flows from investing activities:

  Proceeds from disinvestment                              900,000,000.00

     Return on investment                                    11,365,734.25                827,100.00

     Net proceeds from the disposal of
fixed assets, intangible assets and other
long-lived assets
     Net proceeds from the disposal of
subsidiaries and other business units
  Cash generated from other investing
activities
Subtotal       of     cash    generated      from
                                                            911,365,734.25                827,100.00
investing activities
  Payments for the acquisition of fixed
assets, intangible assets and other                             42,278.00                  77,948.00
long-lived assets

  Payments for investments

     Net     increase    in     pledged      loans
granted
     Net payments for the acquisition of
subsidiaries and other business units
  Cash        used      in    other   investing
activities
Subtotal of cash used in investing
                                                                42,278.00                  77,948.00
activities
Net     cash        generated    from/used      in
                                                            911,323,456.25                749,152.00
investing activities

3. Cash flows from financing activities:

  Capital contributions received

       Including: Capital contributions
by         non-controlling       interests      to
subsidiaries

  Borrowings obtained

  Net proceeds from the issuance of
bonds



                                                                                                   23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.      First Quarter Report 2019


  Cash generated from other financing
activities
Subtotal      of     cash     generated   from
financing activities

  Repayments of borrowings                                                                106,000,000.00

  Payments for interest and dividends                                                        1,511,319.32

      Including:       Dividends paid by
subsidiaries to non-controlling interests
  Cash       used      in     other   financing
activities
Subtotal of cash used in financing
                                                                                          107,511,319.32
activities
Net    cash        generated    from/used    in
                                                                                          -107,511,319.32
financing activities
4. Effect of foreign exchange rate
                                                                -229,218.70                  -331,487.62
changes on cash and cash equivalents
5. Net increase in cash and cash
                                                            1,128,251,442.14               98,244,881.10
equivalents
Add: Cash and cash equivalents,
                                                            1,148,522,435.93             1,207,079,090.29
beginning of the period
6. Cash and cash equivalents, end of
                                                            2,276,773,878.07             1,305,323,971.39
the period

6. Cash Flow Statement of the Company as the Parent
                                                                                               Unit: RMB

                       Item                       Q1 2019                      Q1 2018

1. Cash flows from operating activities:

  Proceeds from sale of commodities
                                                             401,066,898.41                15,665,006.27
and rendering of services

  Tax rebates                                                      2,122.45

  Cash generated from other operating
                                                              20,292,638.39               186,998,218.65
activities
Subtotal      of     cash     generated   from
                                                             421,361,659.25               202,663,224.92
operating activities
  Payments          for     commodities     and
                                                              40,363,877.13                26,588,669.89
services

  Cash paid to and for employees                              10,332,086.06                 7,672,327.20

  Taxes paid                                                  28,622,025.86                 7,159,077.72

  Cash       used      in     other   operating
                                                               5,750,799.60                34,247,886.16
activities
Subtotal of cash used in operating
                                                              85,068,788.65                75,667,960.97
activities


                                                                                                       24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.    First Quarter Report 2019


Net     cash        generated   from/used   in
                                                           336,292,870.60             126,995,263.95
operating activities

2. Cash flows from investing activities:

  Proceeds from disinvestment                              900,000,000.00

  Return on investment                                       11,365,734.25                827,100.00

  Net proceeds from the disposal of
fixed assets, intangible assets and other
long-lived assets
  Net proceeds from the disposal of
subsidiaries and other business units
  Cash generated from other investing
activities
Subtotal       of     cash   generated   from
                                                            911,365,734.25                827,100.00
investing activities
  Payments for the acquisition of fixed
assets, intangible assets and other
long-lived assets

  Payments for investments

  Net payments for the acquisition of
subsidiaries and other business units
  Cash       used       in   other   investing
activities
Subtotal of cash used in investing
activities
Net     cash        generated   from/used   in
                                                            911,365,734.25                827,100.00
investing activities
3. Cash flows from financing activities:

  Capital contributions received

  Borrowings obtained

  Net proceeds from the issuance of
bonds
  Cash generated from other financing
activities
Subtotal       of     cash   generated   from
financing activities

  Repayments of borrowings                                                            106,000,000.00

  Payments for interest and dividends                                                   1,233,680.56

  Cash       used       in   other   financing
activities
Subtotal of cash used in financing
                                                                                      107,233,680.56
activities


                                                                                                   25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                               First Quarter Report 2019


Net   cash    generated   from/used    in
                                                                                                                -107,233,680.56
financing activities
4. Effect of foreign exchange rate
                                                                                                                      -13,487.07
changes on cash and cash equivalents
5. Net increase in cash and cash
                                                                   1,247,658,604.85                               20,575,196.32
equivalents
Add: Cash and cash equivalents,
                                                                       444,486,378.53                            726,801,673.89
beginning of the period
6. Cash and cash equivalents, end of
                                                                   1,692,144,983.38                              747,376,870.21
the period


II Adjustments to the Financial Statements

1. Adjustments to the Financial Statements at the Beginning of the First Execution Year of any New
Standards Governing Financial Instruments, Revenue or Leases


□ Applicable √ Not applicable


2. Retrospective Restatement of Previous Comparative Data due to the First Execution of any New
Standards Governing Financial Instruments or Leases


□ Applicable √ Not applicable


III 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.




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