SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD. THE FIRST QUARTERLY REPORT 2010 §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior executives of Shenzhen Properties & Resources Development (Group) Ltd (hereinafter referred to as “the Company”) individually and jointly accepted responsibility for the correctness, accuracy and completeness of the contents of this report and confirmed that there was no false information, misleading statement or material omissions. 1.2 None of the directors demonstrated uncertainty or disagreement about the truthfulness, accuracy, and completeness of this quarterly report. 1.3 All directors attended the Board meeting. 1.4 The first quarterly financial report has not been audited by Accounting Firm. 1.5 Mr. Chen Yugang, Chairman of the Board of the Company, Mr. Wang Hangjun, Person in Charge of Accounting Work and Ms. Shen Xueying, Manager of Financial Management Department, hereby confirmed that the Financial Report enclosed in the quarterly report is true and complete §2 Company Profile 2.1 Main accounting data and financial indices Unit: RMB Yuan At the end of the reporting period At the end of last year Increase/decrease (%) Total assets 2,907,826,201.25 2,834,417,954.60 2.59% Owner’s equity attributable to shareholders of listed company 664,418,684.53 661,442,553.12 0.45% Share capital (Share) 595,979,092.00 595,979,092.00 0.00% Net asset per share attributable to shareholders of listed company 1.1148 1.1098 0.45% Reporting period Same period of last year Increase/decrease (%) Sales turnover (RMB Yuan) 83,097,068.04 131,156,469.72 -36.64% Net profit attributable to shareholders of listed company (RMB Yuan) 2,839,794.18 18,477,765.64 -84.63% Net cash flow arising from -19,498,084.97 180,749,289.03 -110.79%2 operating activities (RMB Yuan) Net cash flow per share arising from operating activities (RMB Yuan/share) -0.0327 0.3033 -110.78% Basic earnings per share (RMB Yuan/share) 0.0048 0.0310 -84.52% Diluted earnings per share (RMB Yuan/share) 0.0048 0.0310 -84.52% Weighted average return on equity (%) 0.43% 3.19% A decrease of 2.76 percent Weighted average return on equity after deducting extraordinary gains and losses (%) -0.08% 2.87% A decrease of 2.95 percent Items of extraordinary gains and losses Amount from 1 Jan. to 31 Mar. 2010 Gains on disposal of non-current assets 706.36 Gains and losses from change in fair value of transaction financial assets 35,100.00 Other non-operating income and expense other than abovementioned 3,348,782.57 Influence of income tax -9,684.40 Total 3,374,904.53 Note: Gains and losses from change in fair value of transaction financial assets are arising from stock yield; other non-operating income and expense other than the abovementioned is payment without being paid. 2.2 Statement on total number of shareholders and shares held by the top ten shareholders not subject to trading moratorium Unit: share Total number of shareholders By the end of the reporting period, the Company has 45112 shareholders in total, including 35307 ones of A-share, 9805 ones of B-share Shares held by the top ten shareholders not subject to trading moratorium Full name of shareholders Shares not subject to trading moratorium held at the period-end Type of share ZENG YING 5,766,974 Domestically listed foreign shares WANG ZHI HAI 3,195,151 RMB common shares SHEN LING 1,780,000 RMB common shares SHENZHEN JINNIUHONG TRADING CO., LTD. 1,550,000 RMB common shares DONG BING YU 872,667 RMB common shares LI BING ER 730,015 RMB common shares3 LI HONG MAO 671,020 RMB common shares LI LING 670,095 RMB common shares SUN HUNG KAI INVESTMENT SERVICES LTD-CUSTOMERS A/C 560,000 Domestically listed foreign shares LIU YUN DE 550,000 RMB common shares Explanation on associated relationship among the above shareholders or consistent action The Company is not aware of whether there exists associated relationship or consistent action among the top ten shareholders holding trade shares or not. §3 Significant Events 3.1 Significant changes in major accounting data, financial highlights and reasons for these changes. √Applicable □Non-applicable 1. Closing balance of advances to suppliers was RMB 234,877,737.99, an increase of 401.20% compared with the year-begin, which was mainly caused by prepayment for land located in Xuzhou Tongshan and relevant taxation paid in advance by the Company increased in the reporting period; 2. Closing balance of short-term borrowing was RMB 50,000,000.00, a decrease of 75.00% compared with the year-begin, which was mainly caused by repayment of bank loans in the reporting period; 3. Closing balance of advances from customers was RMB 979,788,873.63, up 31.42% compared with the year-begin, which was mainly because of increase of payment for sale of “Shen Wuye-Shengang No. 1 Project in the reporting period; 4. Non-current liabilities due within one year was zero, a drop of 100.00% compared with the year-begin, which was due to repayment at maturity in the reporting period; 5. Closing balance of long-term borrowing was RMB 474,100,000.00, up by 79.94% compared with the year-begin, which was caused by new additional project-financing loan in the reporting period; 6. In the reporting period, the Company realized operating revenue of RMB 83,097,068.04, a decrease of 36.64% than that of last year, which was mainly because that the Company, during the reporting period, has no new additional project that can be settled, the revenue carried down is arising from a small quantity of residual buildings of Imperial Garden Project, resulting in revenue from real estate business decreased over the same period of last year; 7. In the reporting period, business tax and surcharges was RMB 7,093,878.83, down by 54.40% over the same period of last year, which was mainly because of decrease of revenue from real estate business in the reporting period, resulting in decrease in business tax and Land VAT; 8. In the reporting period, financial expense was RMB 559,191.48, a drop of 83.10% than that of last year, which was mainly because of decrease of total current fund loan and reduction of bank loan interest rate over the same period of last year, as well as increase of interest income. 9. In the reporting period, gains on change in fair value was RMB 35,100.00, a decrease of 94.63% than that of last year, which was caused by the decrease of market value of stocks held by the Company in the reporting period; 10. In the reporting period, investment income was RMB 76,353.59, down by 86.27% over the same period of last year, which was caused by the decrease of income received by jointly-run enterprises in the reporting period; 11. In the reporting period, income form investment on affiliated enterprises and jointly-run4 enterprises was RMB 86,447.23, a drop of 85.41% over the same period of last year, which was caused by the decrease of profits realized by Shenzhen ITC Tian An Properties Co., Ltd. (the affiliated enterprise of the Company) in the reporting period; 12. In the reporting period, net non-operation income and expense was RMB 3,359,582.57, up by 130.24% over the same period of last year, which was mainly due to the increase of the subsidiary company’s payment without being paid; 13. In the reporting period, income tax expense was RMB 1,097,949.52, a decrease of 80.28% over the same period of last year, which was caused by the greater decrease of profit achieved by Shenzhen Huangcheng Real Estate Co., Ltd.(the subsidiary of the Company) in the reporting period; 14. In the reporting period, operating profit, total profit and net profit, which were achieved by the Company in the reporting period, respectively stood at RMB 578,161.13, RMB 3,937,743.70 and RMB 2,839,794.18, a drop of 97.44%, 83.62% and 84.63% respectively, which was mainly because that the Company, during the reporting period, has no new additional project that can be settled, the revenue that can be settled is arising from a small quantity of residual buildings of Imperial Garden Project, resulting in revenue from real estate business decreased over the same period of last year; 15. From the beginning of year to the end of reporting period, net cash flow arising from operating activities was RMB -19,498,084.97, a decrease of 110.79% over the same period of last year, which was caused by increase of payment for land and taxation paid by the Company in the reporting period; 16. From the beginning of year to the end of reporting period, net cash flow arising from investing activities was RMB -12,725,413.00, a decrease of 23215.39% over the same period of last year, which was caused by increase of cash paid to purchase fixed assets because the subsidiaries replaced taxi vehicles. 17. rom the beginning of year to the end of reporting period, net cash flow arising from financing activities was RMB -149,669,109.80, a decrease of 230.67% over the same period of last year, which was because borrowing decreased and borrowings returned increased in the reporting period. 3.2 Process of significant events and influence, as well as analysis and explanation on resolving proposal □Applicable √Inapplicable 3.3 Special commitments made by the company, shareholders and actual controllers √Applicable □Inapplicable Shenzhen Construction Investment Holdings Co. (hereinafter referred to as “Construction Holdings”) and Shenzhen Investment Management Co. (hereinafter referred to as “Investment Management Company”) were nominal shareholders of the Company (Shares of the Company are registered under the name of these two companies.). Later, these two companies and Shenzhen Trade & Commerce Investment Holdings Co. combined on a legal basis and became one company known as Shenzhen Investment Holdings Co., Ltd. (hereinafter referred to as “Investment Holdings”). However, due to various reasons, the Company’s shares held by Construction Holdings and Investment Management Company has not been transferred to Investment Holdings, which is the actual controller of the Company. 1. Investment Holdings stated that it would establish and perfect the internal control over undisclosed information of the listed company known by it, urge relevant insiders not to trade the shares of the Company by making use of the undisclosed information, not suggest other buying and selling shares of the Company, nor leak any undisclosed information of the Company. Meanwhile,5 it would provide an insider name list to the Company in a timely, factual, accurate and complete way so that the Company could submit the name list to the Shenzhen Bureau of CSRC and the Stock Exchange for records. Execution situation: In the report period, it was found that no actual controller of the Company or insiders bought and sold stocks of the Company by taking advantage of undisclosed information of the Company. And the Company submitted monthly the particulars about the parties to which the undisclosed information had been submitted to CSRC Shenzhen Bureau for reference. 2. Commitments made by non-tradable share holders in the share merger reform (1) The Company’s non-tradable share holders Construction Holdings and Investment Management Company made a common commitment to abide by laws, regulations and rules and perform prescribed commitment duties. And they also made special commitments as follows: Non-tradable shares held by Construction Holdings and Investment Management Company would not be traded or transferred within 36 months since they acquired right of trade. After expiration of the aforesaid commitment, originally non-tradable shares sold through the listing and trading system on the Shenzhen Stock Exchange should not exceed 5 percents of total shares of the Company within 12 months, as well as not exceed 10 percents within 24 months. In case these companies acted against the above commitment and sold shares of the Company, the income from sales of the shares would belong to the Company. Execution situation: As at the date of issuing the announcement, Construction Holdings and Investment Management Company failed to sell the shares of the Company. (2) Investment Holdings made a commitment to abide by laws, regulations and rules and perform prescribed commitment duties. And it also made special commitments as follows: ① Non-tradable shares held by Investment Holdings would not be traded or transferred within 36 months since they acquired right of trade. After expiration of the aforesaid commitment, originally non-tradable shares sold through the listing and trading system on the Shenzhen Stock Exchange should not exceed 5 percents of total shares of the Company within 12 months, as well as not exceed 10 percents within 24 months. In case these companies acted against the above commitment and sold shares of the Company, the income from sales of the shares would belong to the Company. Execution situation: As at the date of issuing the announcement, Investment Holdings failed to sell the shares of the Company that are actually controlled by it. ② Within one year since the non-tradable shares held by Construction Holdings and Investment Management Company controlled by Investment Holdings acquired the right of trading, Shenzhen Investment Holdings Co., Ltd will start up capital injection to the Company, that is, Shenzhen Investment Holdings Co., Ltd will inject legitimate capital no less than RMB 500 million including land resource in lump sum or in batches by replace or other legitimate way, will increase land reserves of the Company and enhance profitability in the future. In case the aforesaid capital failed to start completely within one year, Shenzhen Investment Holdings Co., Ltd will compensate 20% of reorganization capital failing to start to the Company within 30 days when expiration of 1 year, and continued to implement the capital injection which had been started. As for the capital injection failing to start, Shenzhen Investment Holdings Co., Ltd will not implement. Note: Startup of capital injection means capital injection program has been reviewed and approved by the Shareholders’ General Meeting of the Company. Shenzhen Investment Holdings Co., Ltd was willing to entrust China Securities Depository and Clearing Corporation Limited Shenzhen Branch to freeze 30 million shares of the Company, which was under name of Shenzhen Construction Investment6 Holdings and actually controlled by Shenzhen Investment Holdings Co., Ltd, as guarantee for the above commitment. Execution situation: In Nov. 2009, Investment Holdings had applied to the China Securities Depository and Clearing Corporation Limited Shenzhen Branch for freezing 30 million shares of the Shen Wuye that are actually controlled by its and are registered under the name of Construction Holdings;As at the date of issuing the announcement, replacement of assets failed to exceed one-year commitment period. ③ Since non-tradable shares held by Shenzhen Investment Holdings Co., Ltd, Shenzhen Construction Investment Holdings and Shenzhen Investment Co., Ltd acquired right to trade within 24 months, Shenzhen Investment Holdings Co., Ltd commit that they will support balance no less than RMB 500 million with method of entrust loan in line with relevant provisions of laws and administrative statutes to release nervous capital of the Company. The aforesaid balance means accumulative incurred amount within 24 months since the date when non-tradable shares held by Shenzhen Investment Holdings Co., Ltd, Shenzhen Construction Investment Holdings and Shenzhen Investment Co., Ltd acquired right to trade, and each entrust loan for support will not be less than 12 months; the above cash support of RMB 500 million excluded entrust loan offered before the date when non-tradable shares held by Shenzhen Investment Holdings Co., Ltd, Shenzhen Construction Investment Holdings and Shenzhen Investment Co., Ltd acquired right to trade. Execution situation: As at the date of issuing the announcement, Investment Holdings provided the Company with entrustment loans of RMB 50 million through bank, which occurred before the date that non-tradable shares obtained the right to list and trade. On 18 Mar. 2010, the Company held the Shareholders’ General Meeting 2009, at which the proposal on application to the controlling shareholder for entrustment loans was reviewed and approved. The shareholders’ general meeting authorized the Board of Directors, in accordance with actual demand of the Company’s operation, and on the basis of negotiation among the Company, Investment Holdings and relevant banks, to handle such matters as conclusion of agreement on entrustment loan no less than RMB 500 million, extension of refinance, retiring old debt with new credit facilities and repayment. The Company had disclosed the said matter on 19 Mar. 2010 in Securities Times, Ta Kung Pao and http://www.cninfo.com.cn. The Board of Directors of the Company will apply to Investment Holdings for entrustment loan at the proper time. ④ In case that net profit of the Company in any year of 2010, 2011 and 2012 was less than 2009, Shenzhen Investment Holdings Co., Ltd will make up balance of net profit between the year and 2009 with cash. Execution situation: The implementation of the said commitment depends on the net profit as of year 2010. 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable7 3.5 Other significant events need to be explained 3.5.1 Securities investment √Applicable □Inapplicable No. Stock variety Stock code Short form of Stock Initial investment amount (RMB Yuan) Shares held Book value at period-end Proportion in total securities investment at period-end (%) Profits and losses in reporting period 1 Shenzhen A Share 000030 ST Sunrise 268,735.50 30,000 267,300.00 100.00 35,100.00 Other securities investment at the end of period Investment gains/(losses) arising from sale of securities — — — — Total 268,735.50 - 267,300.00 100.00 35,100.00 3.5.2 Equity of other listed companies held by the Company √Applicable □Inapplicable Stock code Short form of Stock Initial investment amount Ratio to equity of invested company (%) Book value at year-end Profits and losses in the reporting period Change of owners’ equity in the reporting period Accounting subject Source of stock 000509 S*ST T.H. 2,962,500.00 0.33% 802,199.55 0.00 0.00 Long-term equity investment Purchasing legal person shares directionally Total 2,962,500.00 - 802,199.55 0.00 0.00 3.5.3 Equity of Pre-IPO and unlisted financial enterprises held by the Company □Applicable √Inapplicable 3.5.4 Offering capital to controlling shareholders or related parties and external guarantee in violation of the procedure specified □Applicable √Inapplicable 3.5.5 Shareholders holding shares exceeding 30% proposed or implemented plan on increasing shares in the report period □Applicable √Inapplicable 3.5.6 Significant contracts8 √Applicable □Inapplicable On 10 Feb. 2010, the Company obtained the use right of state-owned construction land of 2010-001 plot located at Xuzhou Tongshan County. The Company had disclosed the said matter on 11 Feb. 2010 in Securities Times, Ta Kung Pao and http://www.cninfo.com.cn. Whereafter, the Company entered into the Grant Contract of State-owned Land Use Right with Bureau of Land and Resources of Tongshan County, with contract value reaching RMB 192.3 million and an area of 96869 square meters, residence as usages of land, as well as 70 years of land use age. 3.5.7 Reception of research, interviews and visits in the reporting period Reception time Reception place Reception way Reception object Major discussion content and the information provided by the Company 5 Jan. 2010 The Office of BOD Communication by Telephone Individual investor Asked about the basic information of the Company and sales of Shengang No.1 Project 27 Jan. 2010 The Office of BOD Communication by Telephone Individual investor Asked about the basic information of the Company and when to start the assets restructuring committed in the Share Merger Reform 2 Feb. 2010 The Office of BOD Communication by Telephone Individual investor Asked about the basic information of the Company and time of disclosing annual report 10 Mar. 2010 The Office of BOD Communication by Telephone Individual investor Asked about the basic information of the Company and progress of the assets restructuring committed in the Share Merger Reform 25 Mar. 2010 The Office of BOD Communication by Telephone Individual investor Asked about the basic information of the Company and whether the project “Xinhua Town” can be carried down in 2010 or not 7 Apr. 2010 The Office of BOD Communication by Telephone Individual investor Asked about the basic information of the Company and relevant story in the clarifying public notice 12 Apr. 2010 The Office of BOD Communication by Telephone Individual investor Asked about the basic information of the Company and the progress of the “Haiyi” Lawsuit 19 Apr. 2010 The Office of BOD Communication by Telephone Individual investor Asked about reason for share price falling and progress of the assets restructuring committed in the Share Merger Reform 3.5.8 Explanation on other significant events √Applicable □Inapplicable 1. Significant lawsuit and arbitration ① During the reporting period, there was no new significant lawsuit or arbitration. ② During the reporting period, no new progress happened to significant lawsuits and arbitrations9 disclosed in the previous years. For details, please refer to “Section X. Significant Events” in the Annual Report 2009 published on http://www.cninfo.com.cn on 9 Feb. 2010. 2. On 10 Feb. 2010, the Company obtained the use right of state-owned construction land of 2010-001 plot located at Xuzhou Tongshan County. The Company had disclosed the said matter on 11 Feb. 2010 in Securities Times, Ta Kung Pao and http://www.cninfo.com.cn. 3. To develop the Company’s land located in Xuzhou, and build up and promote the brand of “Shen Wuye Real Estate”, the Company established Shen Wuye Group Xuzhou Dapeng Real Estate Development Co., Ltd., which is engaged in development and operation of the Company’s real estate project located in Xuzhou region. The Company had disclosed the said matter on 12 Apr. 2010 in Securities Times, Ta Kung Pao and http://www.cninfo.com.cn. 3.6 Implementation of cash dividends policy during the reporting period □Applicable √Inapplicable §4 Attachment 4.1 Balance sheet Prepared by Shenzhen Properties & Resources Development (Group) Ltd 31 Mar. 2010 Unit: RMB Yuan Closing balance Opening balance Item Consolidation Parent company Consolidation Parent company Current assets: Monetary funds 648,156,016.15 2,555,502.71 830,055,588.25 2,539,358.76 Settlement fund reserve 267,300.00 267,300.00 232,200.00 232,200.00 Notes receivable Account receivable 68,650,121.06 59,636,241.98 66,938,998.94 61,464,246.43 Advances to suppliers 234,877,737.99 145,311,440.00 46,862,874.11 500,000.00 Dividend receivable 325,739,041.74 325,739,041.74 Other account receivable 51,864,826.17 160,609,712.11 54,030,054.90 89,557,866.50 Financial assets purchased under agreements to resell Inventories 1,328,305,714.33 66,446,135.31 1,255,676,772.24 66,446,135.31 Non-current assets due within 1 year Other current assets Total current assets 2,332,121,715.70 760,565,373.85 2,253,796,488.44 546,478,848.74 Non-current assets: Loans and advance Available for sale financial assets Held to maturity investments Long-term account receivable10 Long-term equity investment 79,783,857.21 228,963,857.21 79,697,503.62 178,877,503.62 Investment real estate 253,616,399.49 171,470,783.47 257,105,965.94 173,874,690.52 Fixed asset 76,704,137.56 41,915,315.32 76,985,792.12 39,860,661.03 Project in construction Engineering material Fixed asset disposal Bearer biological asset Oil and gas assets Intangible assets 111,266,511.17 112,893,677.12 Development expense Goodwill Long-term expense to be apportioned 2,280,495.02 2,280,495.02 2,243,026.34 2,243,026.34 Deferred income tax assets 52,053,085.10 51,695,501.02 Other non-current assets Total of non-current assets 575,704,485.55 444,630,451.02 580,621,466.16 394,855,881.51 Total assets 2,907,826,201.25 1,205,195,824.87 2,834,417,954.60 941,334,730.25 Current liabilities: Short-term borrowings 50,000,000.00 50,000,000.00 200,000,000.00 50,000,000.00 Transactional financial liabilities Notes payable Accounts payable 92,529,260.89 34,157,082.81 112,470,139.39 37,032,127.61 Advances from customers 979,788,873.63 2,382,406.00 745,527,226.22 1,026,694.63 Financial assets sold under agreements to repurchase Handling charges and commissions payable Payroll payable 45,534,601.69 9,059,230.30 51,982,204.97 9,345,999.43 Taxes and fares payable 201,018,169.24 1,472,251.40 205,331,877.94 2,912,148.33 Dividend payable Interest payable Other accounts payable 212,897,209.65 396,686,626.52 208,240,882.65 125,331,899.26 Non-current liabilities due within 1 year 200,000,000.00 Other current liabilities Total current liabilities 1,581,768,115.10 493,757,597.03 1,723,552,331.17 225,648,869.26 Non-current liabilities: Long-term borrowings 474,100,000.00 263,480,000.00 Debentures payable Long-term payables Specific-purpose account11 payables Accrued liabilities 69,284,708.83 69,284,708.83 69,284,708.83 69,284,708.83 Deferred income tax liabilities Other non-current liabilities 117,392,605.73 12,315,309.38 115,796,274.42 12,315,309.38 Total non-current liabilities 660,777,314.56 81,600,018.21 448,560,983.25 81,600,018.21 Total liabilities 2,242,545,429.66 575,357,615.24 2,172,113,314.42 307,248,887.47 Owner’s equity (or Shareholders’ equity) Paid-in capital (or share capital) 595,979,092.00 595,979,092.00 595,979,092.00 595,979,092.00 Share capital 25,332,931.52 226,883.79 25,332,931.52 226,883.79 Less: Treasury Stock Surplus reserve 69,712,050.51 69,712,050.51 69,712,050.51 69,712,050.51 General risk provision Retained earnings -23,197,076.21 -36,079,816.67 -26,036,870.39 -31,832,183.52 Foreign exchange difference -3,408,313.29 -3,544,650.52 Total owners' equity attributable to holding company 664,418,684.53 629,838,209.63 661,442,553.12 634,085,842.78 Minority interests 862,087.06 862,087.06 Total owners’ equity 665,280,771.59 629,838,209.63 662,304,640.18 634,085,842.78 Total liabilities and owners’ equity 2,907,826,201.25 1,205,195,824.87 2,834,417,954.60 941,334,730.25 4.2 Income statement Prepared by Shenzhen Properties & Resources Development (Group) Ltd Jan. - Mar. 2010 Unit: RMB Yuan Jan. – Mar. 2010 Jan. – Mar. 2009 Items Consolidation Parent company Consolidation Parent company I. Total operating revenue 83,097,068.04 7,350,856.95 131,156,469.72 7,172,247.55 Including: Sales 83,097,068.04 7,350,856.95 131,156,469.72 7,172,247.55 II. Total operating cost 82,630,360.50 11,720,743.69 109,780,169.80 11,184,915.96 Including: Cost of sales 56,831,611.01 3,118,742.91 73,047,028.27 2,429,553.61 Taxes and associate charges 7,093,878.83 383,666.00 15,558,017.55 373,882.24 Selling and distribution expenses 2,205,666.09 2,708,438.21 Administrative expenses 15,940,013.09 7,175,602.37 15,158,480.62 6,528,798.52 Financial expenses 559,191.48 1,398,155.07 3,308,205.15 1,852,681.5912 Asset impairment loss -355,422.66 Add: Gain/(loss) from change in fair value (“-” means loss) 35,100.00 35,100.00 653,082.76 46,200.00 Gain/(loss) from investment (“-” means loss) 76,353.59 76,353.59 556,287.03 556,287.03 Including: income form investment on affiliated enterprises and jointly-run enterprises 86,447.23 86,447.23 592,446.93 592,446.93 Foreign exchange difference (“-” means loss) III. Business profit (“-” means loss) 578,161.13 -4,258,433.15 22,585,669.71 -3,410,181.38 Add: non-operation income 3,743,756.60 10,800.00 1,616,117.36 98,803.50 Less: non-business expense 384,174.03 156,953.18 96,953.18 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 3,937,743.70 -4,247,633.15 24,044,833.89 -3,408,331.06 Less: Income tax expense 1,097,949.52 5,567,068.25 V. Net profit (“-” means loss) 2,839,794.18 -4,247,633.15 18,477,765.64 -3,408,331.06 Attributable to parent company 2,839,794.18 -4,247,633.15 18,477,765.64 -3,408,331.06 Minority interests VI. Earnings per share (I) basic earnings per share 0.0048 -0.0071 0.0310 -0.0057 (II) diluted earnings per share 0.0048 -0.0071 0.0310 -0.0057 Ⅶ. Other comprehensive income 136,337.23 -9,151.63 Ⅷ. Total comprehensive income 2,976,131.41 -4,247,633.15 18,468,614.01 -3,408,331.06 Attributable to owners of parent company 2,976,131.41 -4,247,633.15 18,468,614.01 -3,408,331.06 Attributable to minority shareholders 4.3 Cash flow statement13 Prepared by Shenzhen Properties & Resources Development (Group) Ltd Jan. - Mar. 2010 Unit: RMB Yuan Jan. – Mar. 2010 Jan. – Mar. 2009 Items Consolidation Parent company Consolidation Parent company I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service 350,943,343.07 172,820.06 352,145,753.86 5,981,331.53 Net increase of disposal of tradable financial assets Tax refunds received Other cash received relating to operating activities 21,973,574.72 1,749,959.33 18,414,789.79 100,117,626.32 Sub-total of cash inflows 372,916,917.79 1,922,779.39 370,560,543.65 106,098,957.85 Cash paid for goods and services 268,908,977.84 13,287.62 100,351,192.06 180,064.05 Cash paid to and for employees 40,955,550.93 97,286.50 40,352,104.85 5,598,613.16 Various taxes paid 48,163,198.40 22,957.45 21,836,602.74 2,083,151.46 Other cash paid relating to operating activities 34,387,275.59 1,729,168.87 27,271,354.97 44,584,294.31 Sub-total of cash outflows 392,415,002.76 1,862,700.44 189,811,254.62 52,446,122.98 Net cash flows from operating activities -19,498,084.97 60,078.95 180,749,289.03 53,652,834.87 II. Cash flows from investing activities Cash received from disposals of investments 1,550,000.00 Cash received from returns on investments Net cash received from disposals of fixed assets and intangible assets 172,530.00 841,859.26 841,859.26 Net cash received from disposal of subsidiaries and other business units Other cash received relating to investing activities Sub-total of cash inflows 1,722,530.00 841,859.26 841,859.26 Cash paid to purchase fixed assets, intangible assets and other long-term assets 14,447,943.00 43,935.00 896,438.72 663,039.4614 Cash paid for investments Net increase in pledged loans Net cash paid from obtaining subsidiaries and other business units Cash paid relating to other investing activities Sub-total of cash outflows 14,447,943.00 43,935.00 896,438.72 663,039.46 Net cash flows from investing activities -12,725,413.00 -43,935.00 -54,579.46 178,819.80 III. Cash flows from financing activities Cash received from absorbing investment Including: Cash received by subsidiaries from increase in minority interests Cash received from borrowings 212,000,000.00 319,000,000.00 119,000,000.00 Cash received from issuing debentures Other cash received relating to financing activities Sub-total of cash inflows 212,000,000.00 319,000,000.00 119,000,000.00 Cash repayments of borrowings 351,380,000.00 188,875,588.58 169,000,000.00 Cash payments for interest expenses and distribution of dividends or profits 9,629,609.80 13,067,831.57 5,368,502.50 Including: Cash payments for dividends or profits to minority shareholders of subsidiaries Cash payments relating to other financing activities 659,500.00 2,516,997.21 Sub-total of cash outflows 361,669,109.80 204,460,417.36 174,368,502.50 Net cash flows from financing activities -149,669,109.80 114,539,582.64 -55,368,502.50 IV. Effect of foreign exchange rate changes on cash and cash equivalents -6,964.33 142.59 V. Net (decrease)/increase in cash and cash equivalents -181,899,572.10 16,143.95 295,234,434.80 -1,536,847.83 Add: Cash and cash 830,055,588.25 2,539,358.76 271,708,727.86 7,802,612.8815 equivalents at beginning of year VI. Cash and cash equivalent at end of year 648,156,016.15 2,555,502.71 566,943,162.66 6,265,765.05 4.4 Auditor’s report Auditor’s opinion: un-audited Board of Directors of Shenzhen Properties & Resources Development (Group) Ltd 26 Apr. 2010