SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD. THE FIRST QUARTERLY REPORT 2011 §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, Mr. Gong Sixin, the CFO, and Ms. Shen Xueying, Manager of Financial Management Department, hereby confirmed that the Financial Report enclosed in the quarterly report is true and complete English version for reference only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. §2 Company Profile 2.1 Main accounting data and financial indices Unit: RMB Yuan At the end of the At the end of last year Increase/decrease (%) reporting period Total assets 3,038,489,092.41 2,913,281,353.84 4.30% Owner’s equity attributable to shareholders of listed 1,159,513,142.82 874,185,621.88 32.64% company Share capital (Share) 595,979,092.00 595,979,092.00 0.00% Net asset per share attributable to shareholders 1.9456 1.4668 32.64% of listed company Reporting period Same period of last year Increase/decrease (%) Sales turnover (RMB 977,257,810.34 83,097,068.04 1076.04% Yuan) Net profit attributable to 284,605,173.95 2,839,794.18 9922.04% shareholders of listed 1 company (RMB Yuan) Net cash flow arising from operating activities (RMB -386,088,186.93 -19,498,084.97 1880.13% Yuan) Net cash flow per share arising from operating -0.6478 -0.0327 1881.04% activities (RMB Yuan/share) Basic earnings per share 0.4775 0.0048 9847.92% (RMB Yuan/share) Diluted earnings per share 0.4775 0.0048 9847.92% (RMB Yuan/share) Weighted average return on 27.99% 0.43% Increase of 27.56% equity (%) Weighted average return on equity after deducting 27.98% -0.08% Increase of 28.06% extraordinary gains and losses (%) Items of extraordinary gains Amount from 1 Jan. to 31 Mar. 2011 and losses Gains on disposal of -14,836.00 non-current assets Other non-operating income and expense other than 146,725.86 abovementioned Influence of income tax after deducting non-recurring -15,871.40 gains and losses Total 116,018.46 Note: Other non-operating income and expense other than abovementioned mainly cover fines. 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 By the end of the reporting period, the Company has 47,293 shareholders in total, shareholders including 37,535 ones of A-share, 9,758 ones of B-share Shares held by the top ten shareholders not subject to trading moratorium Shares not subject to trading moratorium Full name of shareholders Type of share held at the period-end Domestically listed Zeng Ying 3,350,000 foreign shares China Merchants Securities (HK) Co., Domestically listed 855,810 Ltd. foreign shares Zhang Xiankai 673,800 RMB common shares 2 Long Huizhen 667,020 RMB common shares Domestically listed Liu Liaoyuan 641,900 foreign shares GUOTAI JUNAN 633,273 Domestically listed SECURITIES(HONGKONG) foreign shares LIMITED SUN HUNG KAI INVESTMENT 560,000 Domestically listed SERVICES LTD-CUSTOMERS A/C foreign shares He Shujie 551,195 RMB common shares Liu Yunde 550,000 RMB common shares Deng Weichao 480,100 RMB common shares Explanation on associated relationship The Company is not aware of whether there exists associated among the above shareholders or relationship or consistent action among the top ten shareholders holding consistent action 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. Prepayments were RMB 391,278,337.28 as at the end of the reporting period, up 692.70% as compared to the opening amount, which was mainly because the Company prepaid for the land in Yangzhou and the relevant taxes in the reporting period. 2. Deferred income tax assets were RMB 41,453,082.09 as at the end of the reporting period, down 50.18% as compared to the opening amount, which was mainly because the estimated profit calculated based on the Company’s real estate pre-sale income was recognized at the end of the reporting period and deferred income tax assets decreased accordingly. 3. Short-term borrowings were RMB 500,000,000.00 as at the end of the reporting period, up 4900.00% as compared to the opening amount, which was mainly because the entrustment loans given by the holding company to the Company increased in the reporting period. 4. Accounts received in advance were RMB 34,766,758.80 as at the end of the reporting period, down 96.04% as compared to the opening amount, which was mainly because the income from the pre-sale of the PRD-Shengang No. 1 Project satisfied conditions for recognition and was carried over to income for the reporting period. 5. Taxes and fares payable were RMB 499,050,580.15 as at the end of the reporting period, up 155.16% as compared to the opening amount, which was mainly because the income from the PRD-Shengang No. 1 Project was recognized for the reporting period, and the income tax and land VAT payable increased accordingly. 6. Non-current liabilities due within one year were RMB 149,580,000.00 as at the end of the reporting period, down 40.40% as compared to the opening amount, which was mainly because mature loans were repaid in the reporting period. 7. Retained earnings were RMB 433,566,838.35 as at the end of the reporting period, up 191.06% as compared to the opening amount, which was mainly because the Company achieved profits in the reporting period. 8. Total owners’ equity was RMB 1,160,375,229.88 as at the end of the reporting period, up 32.61% as compared to the opening amount, which was mainly because the Company achieved profits in 3 the reporting period. 9. Operating revenue for the reporting period was RMB 977,257,810.34, up 1076.04% from a year earlier, which was mainly because: The PRD-Shengang No. 1 Project developed by the Company satisfied conditions for income recognition in the reporting period and the recognizable part were almost all settled in the reporting period, while in the same period of last year, only a small trail part of real estate were eligible for income recognition. As a result, real estate income for the reporting period showed dramatic increase over the same period of last year. 10. Operating cost for the reporting period was RMB 266,881,637.62, up 369.60% from a year earlier, which was mainly because the estate of the PRD-Shengang No. 1 Project which generated income eligible for recognition increased in the reporting period as compared to the same period of last year. 11. Business taxes and surcharges for the reporting period were RMB 310,352,802.05, up 4274.94% from a year earlier, which was mainly because real estate income increased and business taxes and land VAT increased accordingly. 12. Financial expense for the reporting period was RMB 1,714,761.50, up 206.65% from a year earlier, which was mainly due to increase of total borrowings for working capital and decrease of interest income. 13. Investment income for the reporting period was RMB 127,236.78, up 66.64% from a year earlier, which was mainly due to increase of income from joint ventures. 14. Investment income from associated and joint enterprises for the reporting period was RMB 127,236.78, up 47.18% from a year earlier, which was mainly because the Company’s joint venture Shenzhen ITC Guomao Tianan Property Management Co., Ltd. achieved a profit growth in the reporting period. 15. Non-business income/expense for the reporting period was RMB 131,889.86, down 96.07% from a year earlier, which was mainly because in the same period of last year, subsidiaries of the Company received some payments that needed not to be returned. 16. Income tax expense for the reporting period was RMB 91,962,168.59, up 8275.81% from a year earlier, which was mainly because the subsidiary Shenzhen Huangcheng Real Estate Co., Ltd. enjoyed a consideration profit increase in the reporting period. 17. Operating profit, total profit and net profit for the reporting period were RMB 376,435,452.68, RMB 376,567,342.54 and RMB 284,605,173.95 respectively, up 65009.09%, 9463.02% and 9922.04% respectively as compared to the same period of last year, which was mainly because: The PRD-Shengang No. 1 Project developed by the Company satisfied conditions for income recognition in the reporting period and the recognizable part were almost all settled in the reporting period, while in the same period of last year, only a small trail part of real estate were eligible for income recognition. As a result, real estate income for the reporting period showed dramatic increase over the same period of last year. 18. Net cash flows generated from operating activities during the period from 1 Jan. to 31 Mar. 2011 were RMB -386,088,186.93, with net outflows up 1880.13% as compared to the same period of last year, which was mainly because the Company paid for the land in Yangzhou and the relevant taxes in the reporting period. 19. Net cash flows generated from investing activities during the period from 1 Jan. to 31 Mar. 2011 were RMB -670,121.00, with net outflows down 94.73% as compared to the same period of last year, which was mainly because in the same period of last year, some subsidiaries of the 4 Company replaced old taxies. 20. Net cash flows generated from investing activities during the period from 1 Jan. to 31 Mar. 2011 were RMB 381,055,814.46, up 354.60% as compared to the same period of last year, which was mainly because the Company obtained an entrustment loan from the holding company and repaid fewer loans 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, 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. In the reporting 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. As at the date of issuing the announcement, Construction Holdings and Investment Management 5 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. 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 Investment Holdings and actually controlled by Shenzhen Investment Holdings Co., Ltd, as guarantee for the above commitment. To fulfill the commitment, the Company and Investment Holdings jointly planned to start relevant matters. On 17 Sep. 2010, the Company disclosed Public Notice on Fulfilling Share Merger Reform Commitments and Implementing Significant Assets Replacement (Significant Related Transactions), which was approved at the 1st Special Shareholders’ General Meeting in 2010. For details, please refer to the Company’s Public Notice on Resolutions of the 1st Special Shareholders’ General Meeting in 2010 dated 14 Oct. 2010. 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 Company that are actually controlled by its and are registered under the name of Construction Holdings; By now, those shares have been unfrozen due to expiration of the freezing 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 6 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. On 18 Mar. 2010, the Company convened the Annual Shareholders’ General Meeting for Y2009, which reviewed and approved the Proposal on Applying Entrusted Loan from Controlling Shareholder. The Shareholders’ General Meeting authorized the Company Board to deal with events including signing of agreement concerning the entrusted loan of no less than RMB 500 million, application of additional loan, loan extension, grant of new loan for repaying old loan, and loan repayment. For details, please refer to the Company’s Public Notice on Resolutions of the Annual Shareholders’ General Meeting for Y2009 dated 19 Mar. 2010. On 28 Dec. 2010, with China Everbright Bank Shenzhen Jingtian Sub-branch as the trustee, Investment Holdings provided entrusted loan of RMB 10 million to the Company’s subsidiary Shenzhen ITC Vehicles Industry Co., Ltd. In the reporting period, Investment Holdings provided entrusted loan of RMB 490 million to the Company. 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. The implementation of the said commitment depends on the net profit as of year 2011. 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 reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons √Applicable □Inapplicable Business forecast Sharp increase at the same direction From the year-begin to Same period of last Item the end of the next Increase/decrease (%) year period Estimate of accumulated net 27,000-32,000 12,675 Increase of 113%-152% profit (RMB Ten thousand) Basic EPS (Yuan/share) 0.4530-0.5369 0.2127 Increase of 113%-152% Reason for sharp change in business performance: In the reporting period, the PRDShenggang No.1 Project constructed by the Company reached the carry-over condition in revenue. The revenue carried over registered a sharp year-on-year increase over the carried-over revenue of PRDXinhua Town Explanation on performance Project, and the gross profit also hiked. forecast The above forecast is the initial estimate reckoned by the Company in accordance with current sales situation of PRDShengangNo.1 Project. For actual profitability of the Company in the 1st half year of 2011, data in Semi-annual Report 2011 shall prevail. 7 3.5 Other significant events need to be explained 3.5.1 Securities investment √Applicable □Inapplicable Proportion in total Initial securities Profits and Stock Stock Short form of investment Shares Book value at No. investment losses in variety code Stock amount held period-end at reporting period (RMB Yuan) period-end (%) Shenzhen 1 000030 ST Sunrise 268,735.50 30,000 272,100.00 100.00 A Share Other securities investment at the end of period Investment gains/(losses) arising from — — — — sale of securities Total 268,735.50 - 272,100.00 100.00 3.5.2 Equity of other listed companies held by the Company √Applicable □Inapplicable Ratio to Change of Short Initial equity of Profits and owners’ Stock Book value at Accounting Source of form of investment invested losses in the equity in the code year-end subject stock Stock amount company reporting period reporting (%) period Purchasing Long-term S*ST legal person 000509 2,962,500.00 0.33% 802,199.55 0.00 0.00 equity T.H. shares investment 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 reporting period □Applicable √Inapplicable 3.5.6 Significant contracts √Applicable □Inapplicable 8 1. On 28 Jan. 2011, the Company obtained the use right of state-owned construction land of No.676 plot located at Weiyang District, Yangzhou, Jiangsu Province, with transaction price reaching RMB 9,015//M2 and an area of 67,872 square meters, as well as 70 years of land use age. For details, please refer to the Company’s Public Notice on Acquisition of Land Use Right of Weiyang District, Yangzhou published on 31 Jan. 2011 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 Yangzhou National Territory Resources Bureau. 2. In Mar. 2011, the No.1 Management Bureau under Urban Planning Land and Resources Commission of Shenzhen Municipality (hereafter referred to as “party A”) signed Supplementary Agreement of Grant Contract of Land Use Right of Shenzhen Municipality with Shenzhen Longyuan Kaili Hengfeng Real Estate Co., Ltd. (hereafter referred to as “Longyuan Kaili”), Shenzhen Huaneng Jindi Property Co., Ltd. (hereafter referred to as “Huaneng Property”), and the Company (hereafter referred to as “party B”). Agreements were reached as follows: ① Party A approved to change transferees of the parcel of land to Longyuan Kaili and Huaneng Property; ②Longyuan Kaili and Huaneng Property accepted all rights, liabilities, and obligations concerning the parcel of land, settled relations concerning transferred houses by themselves, and assisted in handling relevant procedures; ③ Longyuan Kaili and Huaneng Property committed to deal with pledges and pre-seizure existing in the project. Longyuan Kaili and Huaneng Property shall handle any dispute resulted from the change of transferees of the land use right, and assume legal and economic liabilities thereof; ④ The Company owned the property of the 14th floor and the 15th floor of the project, which belonged to commodity housing in nature and was in the charge of Longyuan Kaili and Huaneng Property for construction and renovation according to the unified handover standard of the project; ⑤ Land use age of the parcel of land was adjusted to 50 years, ranging from 21 Feb. 2011 to 20 Feb. 2061. For details, please refer to the Announcement on Signing a Supplementary Agreement for the Contract on Transferring Land Use Rights of Jinlihua Commercial Plaza disclosed by the Company on Securities Times, Ta Kung Pao (HK) and the website designated for information disclosure (http://cninfo.com.cn)on 9 Mar. 2011. 3.5.7 Reception of research, interviews and visits in the reporting period Major discussion content and the Reception time Reception place Reception way Reception object information provided by the Company Whether the Company’s business Communication Individual 27 Jan. 2011 The Office of BOD performance in 2010 by Telephone investor outperformed that of 2009? Whether the formalities of Communication Individual 11 Feb. 2011 The Office of BOD transferring the land of Moon Bay by Telephone investor has been completed? 9 The Company’s stock trade suddenly increased at the first 10 Communication Individual minutes of early quotation, 23 Feb. 2011 The Office of BOD by Telephone investor whether the Company held any non-published significant information? The price of the Company’ share surged to the trade limit in the Communication Individual 10 Mar. 2011 The Office of BOD afternoon, whether the Company by Telephone investor held any non-published beneficial information? Events after balance sheet date Communication Individual Will the Company make profit in 28 Apr. 2011 The Office of BOD by Telephone investor 2011? 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 arbitrations disclosed in the previous years. For details, please refer to “Section X. Significant Events” in the Annual Report 2010 published on http://www.cninfo.com.cn on 26 Apr. 2011. 2. On 28 Jan. 2011, the Company obtained the use right of state-owned construction land of No.676 plot located at Weiyang District, Yangzhou, Jiangsu Province. For details, please refer to the Company’s Public Notice on Acquisition of Land Use Right of Weiyang District, Yangzhou published on 31 Jan. 2011 in Securities Times, Ta Kung Pao and http://www.cninfo.com.cn. 3. Restrictions on sale-restricted shares were lifted. Restrictions on the total 2,667,247 sale-restricted tradable shares held by shareholders, including Shanghai Zhaoda Investment Consultant Co., Ltd., Hainan Weibang Investment and Development Co., Ltd., Shanghai Kunling Industrial and Trade Co., Ltd., and Shenzhen Tongsheng Industrial Co., Ltd., were lifted due to expiration of the restriction period. For details, please refer to the Company’s Suggestive Public Notice on Lifting Restrictions on Sale-restricted Shares on 13 Apr. 2011 in Securities Times, Ta Kung Pao and http://www.cninfo.com.cn. 4. In order to thoroughly implement the Basic Standard for Internal Control of Enterprises and relevant accessory indices, speed up the establishment of internal control system of the Company, improve operation, management, and risk prevention level of the enterprise, and propel sustainable development of the enterprise, the Company has conducted overall establishment of internal control system, set up a leading group for establishing internal control system of the enterprise, and compiled the Work Plan for Overall Establishment of Internal Control System; At the same time, the Company is selecting a professional advisory agency for diagnosis on internal control mechanism according to requirements of the Basic Standard for Internal Control of Enterprises and Application Indices for Internal Control of Enterprises. 10 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. 2011 Unit: RMB Yuan Closing balance Opening balance Item Consolidation Parent company Consolidation Parent company Current assets: Monetary funds 528,671,205.69 8,565,150.25 534,418,695.36 78,920,447.75 Settlement fund reserve 272,100.00 272,100.00 272,100.00 272,100.00 Notes receivable 300,000.00 300,000.00 Account receivable 75,347,965.47 59,268,760.97 67,935,785.29 59,680,032.75 Advances to suppliers 391,278,337.28 385,593,863.60 49,360,431.87 Dividend receivable Other account receivable 40,613,985.67 492,736,587.33 37,787,880.10 558,839,822.28 Financial assets purchased under agreements to resell Inventories 1,397,577,646.79 56,594,638.32 1,576,183,305.38 56,594,638.32 Non-current assets due within 1 year Other current assets Total current assets 2,434,061,240.90 1,003,031,100.47 2,266,258,198.00 754,307,041.10 Non-current assets: Loans and advance Available for sale financial assets Held to maturity investments Long-term account receivable Long-term equity 81,517,424.98 250,927,924.98 81,390,188.20 250,800,688.20 investment Investment real estate 298,718,688.01 202,305,208.88 295,584,704.09 205,439,020.58 Fixed asset 75,685,768.26 34,953,849.94 78,112,745.51 35,645,685.39 Project in construction Engineering material Fixed asset disposal Bearer biological asset Oil and gas assets Intangible assets 104,933,929.43 106,563,665.92 Development expense 11 Goodwill Long-term expense to be 2,118,958.74 2,118,958.74 2,162,202.81 2,162,202.81 apportioned Deferred income tax assets 41,453,082.09 83,209,649.31 Other non-current assets Total of non-current assets 604,427,851.51 490,305,942.54 647,023,155.84 494,047,596.98 Total assets 3,038,489,092.41 1,493,337,043.01 2,913,281,353.84 1,248,354,638.08 Current liabilities: Short-term borrowings 500,000,000.00 10,000,000.00 Transactional financial liabilities Notes payable Accounts payable 94,738,800.87 34,368,872.65 105,465,038.93 34,423,717.04 Advances from customers 34,766,758.80 878,660,737.46 79,725.48 Financial assets sold under agreements to repurchase Handling charges and commissions payable Payroll payable 56,506,812.40 10,831,416.57 53,817,405.36 9,636,557.03 Taxes and fares payable 499,050,580.15 1,378,685.90 195,585,180.87 1,264,740.40 Dividend payable Interest payable Other accounts payable 230,079,523.85 757,843,379.57 229,549,997.54 508,763,899.07 Non-current liabilities due 149,580,000.00 250,960,000.00 within 1 year Other current liabilities Total current liabilities 1,564,722,476.07 804,422,354.69 1,724,038,360.16 554,168,639.02 Non-current liabilities: Long-term borrowings 212,000,000.00 212,000,000.00 Debentures payable Long-term payables Specific-purpose account payables Accrued liabilities Deferred income tax 807.48 807.48 807.48 807.48 liabilities Other non-current 101,390,578.98 2,429,164.54 102,194,477.26 2,429,164.54 liabilities Total non-current liabilities 313,391,386.46 2,429,972.02 314,195,284.74 2,429,972.02 Total liabilities 1,878,113,862.53 806,852,326.71 2,038,233,644.90 556,598,611.04 Owner’s equity (or Shareholders’ equity) Paid-in capital (or share 595,979,092.00 595,979,092.00 595,979,092.00 595,979,092.00 12 capital) Share capital 64,020,275.72 38,914,227.99 64,020,275.72 38,914,227.99 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 433,566,838.35 -18,120,654.20 148,961,664.40 -12,849,343.46 Foreign exchange -3,765,113.76 -4,487,460.75 difference Total owners' equity attributable to holding 1,159,513,142.82 686,484,716.30 874,185,621.88 691,756,027.04 company Minority interests 862,087.06 862,087.06 Total owners’ equity 1,160,375,229.88 686,484,716.30 875,047,708.94 691,756,027.04 Total liabilities and owners’ 3,038,489,092.41 1,493,337,043.01 2,913,281,353.84 1,248,354,638.08 equity 4.2 Income statement Prepared by Shenzhen Properties & Resources Development (Group) Ltd Jan. - Mar. 2011 Unit: RMB Yuan Jan. – Mar. 2011 Jan. – Mar. 2010 Items Consolidation Parent company Consolidation Parent company I. Total operating revenue 977,257,810.34 7,942,430.03 83,097,068.04 7,350,856.95 Including: Sales 977,257,810.34 7,942,430.03 83,097,068.04 7,350,856.95 II. Total operating cost 600,949,594.44 13,366,376.25 82,630,360.50 11,720,743.69 Including: Cost of sales 266,881,637.62 4,793,314.44 56,831,611.01 3,118,742.91 Taxes and associate 310,352,802.05 1,103,292.48 7,093,878.83 383,666.00 charges Selling and distribution 2,106,306.08 2,205,666.09 expenses Administrative 19,894,087.19 7,551,280.30 15,940,013.09 7,175,602.37 expenses Financial expenses 1,714,761.50 -81,510.97 559,191.48 1,398,155.07 Asset impairment loss -355,422.66 Add: Gain/(loss) from change in fair value (“-” 35,100.00 35,100.00 means loss) Gain/(loss) from 127,236.78 127,236.78 76,353.59 76,353.59 investment (“-” means loss) Including: income form investment on affiliated 127,236.78 127,236.78 86,447.23 86,447.23 enterprises and jointly-run enterprises Foreign exchange difference 13 (“-” means loss) III. Business profit (“-” 376,435,452.68 -5,296,709.44 578,161.13 -4,258,433.15 means loss) Add: non-operation 185,275.86 25,398.70 3,743,756.60 10,800.00 income Less: non-business 53,386.00 384,174.03 expense Including: loss from 14,836.00 non-current asset disposal IV. Total profit (“-” means 376,567,342.54 -5,271,310.74 3,937,743.70 -4,247,633.15 loss) Less: Income tax 91,962,168.59 1,097,949.52 expense V. Net profit (“-” means 284,605,173.95 -5,271,310.74 2,839,794.18 -4,247,633.15 loss) Attributable to parent 284,605,173.95 -5,271,310.74 2,839,794.18 -4,247,633.15 company Minority interests VI. Earnings per share (I) basic earnings per 0.4775 -0.0088 0.0048 -0.0071 share (II) diluted earnings per 0.4775 -0.0088 0.0048 -0.0071 share Ⅶ. Other comprehensive 722,346.99 136,337.23 income Ⅷ. Total comprehensive 285,327,520.94 -5,271,310.74 2,976,131.41 -4,247,633.15 income Attributable to owners of 285,327,520.94 -5,271,310.74 2,976,131.41 -4,247,633.15 parent company Attributable to minority shareholders 4.3 Cash flow statement Prepared by Shenzhen Properties & Resources Development (Group) Ltd Jan. - Mar. 2011 Unit: RMB Yuan Jan. – Mar. 2011 Jan. – Mar. 2010 Items Consolidation Parent company Consolidation Parent company I. Cash flows from operating activities: Cash received from sale of commodities and rendering 135,580,413.92 7,610,059.68 350,943,343.07 172,820.06 of service Net increase of disposal of tradable financial assets 14 Tax refunds received Other cash received relating to operating 11,542,758.76 364,295,776.19 21,973,574.72 1,749,959.33 activities Sub-total of cash inflows 147,123,172.68 371,905,835.87 372,916,917.79 1,922,779.39 Cash paid for goods and 459,051,966.20 386,975,128.44 268,908,977.84 13,287.62 services Cash paid to and for 42,346,961.68 2,499,357.92 40,955,550.93 97,286.50 employees Various taxes paid 15,666,893.59 1,510,366.48 48,163,198.40 22,957.45 Other cash paid relating to 16,145,538.14 51,183,518.53 34,387,275.59 1,729,168.87 operating activities Sub-total of cash outflows 533,211,359.61 442,168,371.37 392,415,002.76 1,862,700.44 Net cash flows from -386,088,186.93 -70,262,535.50 -19,498,084.97 60,078.95 operating activities II. Cash flows from investing activities Cash received from disposals 1,550,000.00 of investments Cash received from returns on investments Net cash received from disposals of fixed assets and 1,000.00 172,530.00 intangible assets Net cash received from disposal of subsidiaries and other business units Other cash received relating to investing activities Sub-total of cash inflows 1,000.00 1,722,530.00 Cash paid to purchase fixed assets, intangible assets and 671,121.00 92,762.00 14,447,943.00 43,935.00 other long-term assets 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 671,121.00 92,762.00 14,447,943.00 43,935.00 Net cash flows from -670,121.00 -92,762.00 -12,725,413.00 -43,935.00 investing activities III. Cash flows from financing activities Cash received from absorbing investment 15 Including: Cash received by subsidiaries from increase in minority interests Cash received from 490,000,000.00 212,000,000.00 borrowings Cash received from issuing debentures Other cash received relating to financing activities Sub-total of cash inflows 490,000,000.00 212,000,000.00 Cash repayments of 101,380,000.00 351,380,000.00 borrowings Cash payments for interest expenses and distribution of 7,314,185.54 9,629,609.80 dividends or profits Including: Cash payments for dividends or profits to minority shareholders of subsidiaries Cash payments relating to 250,000.00 659,500.00 other financing activities Sub-total of cash outflows 108,944,185.54 361,669,109.80 Net cash flows from 381,055,814.46 -149,669,109.80 financing activities IV. Effect of foreign exchange rate changes on -44,996.20 -6,964.33 cash and cash equivalents V. Net (decrease)/increase -5,747,489.67 -70,355,297.50 -181,899,572.10 16,143.95 in cash and cash equivalents Add: Cash and cash equivalents at beginning of 534,418,695.36 78,920,447.75 830,055,588.25 2,539,358.76 year VI. Cash and cash 528,671,205.69 8,565,150.25 648,156,016.15 2,555,502.71 equivalent at end of year 4.4 Auditor’s report Auditor’s opinion: un-audited Board of Directors of Shenzhen Properties & Resources Development (Group) Ltd 30 Apr. 2011 16