Stock Abbr.: Shen Wuye A, Shen Wuye B Stock Code: 000011, 200011 Announcement No.: 2011-31
SHENZHEN PROPERTIES & RESOURCES
DEVELOPMENT (GROUP) LTD.
THE THIRD QUARTERLY REPORT 2011
§1 Important Notice
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) guarantee that this report carries
no false information, misleading statements or major omissions, and accept,
individually and collectively, the responsibility for the factuality, accuracy and
completeness of the information set forth herein.
1.2 No directors, supervisors and senior managers have objections to the report of the
true, accurate and complete.
1.3 All directors of the Company attended in person the board session for reviewing
this quarterly report.
1.4 The Financial Report of the Third Quarter of 2011 has not been audited.
1.5 Chairman of the Board of Directors of the Company Mr. Chen Yugang, Person in
charge of Accounting Work Mr. Wang Hangjun, CFO Mr. Gong Sixin and Manager
of Financial Department Ms. Shen Xueying 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
As at 30 Sept. 2011 As at 31 Dec. 2010 Increase/decrease (%)
Total assets (Yuan) 3,341,139,022.47 2,913,281,353.84 14.69%
Owners’ equity attributable to
shareholders of listed company 1,181,351,257.56 874,185,621.88 35.14%
(Yuan)
Share capital (Share) 595,979,092.00 595,979,092.00 0.00%
Net assets per share attributable
to shareholders of listed 1.9822 1.4668 35.14%
company (Yuan /share)
Increase/decrease Increase/decrease
Jul.-Sept. 2011 Jan.-Sept. 2011
year-on-year (%) year-on-year (%)
Total operation income (Yuan) 145,228,311.70 5.02% 1,291,820,059.77 54.58%
Net profit attributable to
shareholders of listed company 6,788,475.72 -20.16% 306,477,330.11 126.59%
(Yuan)
Net cash flows generated from
- - -425,296,622.79 549.27%
operating activities (Yuan)
Net cash flows per share
generated from operating - - -0.7136 549.27%
activities (Yuan /share)
1
Basic earnings per share (Yuan
0.0114 -20.16% 0.5142
/share) 126.59%
Diluted earnings per share (Yuan
0.0114 -20.16% 0.5142
/share) 126.59%
Weighted average return on net
0.66% -0.51% 29.82%
assets (%) 11.27%
Weighted average return on net
assets after deducting
0.78% -0.36% 29.86% 12.59%
extraordinary gains and losses
(%)
Items of non-recurring gains and losses Jan.-Sept. 2011 Notes
Gains and losses from disposal of non-current assets, including the offset
-23,948.77
part of the impaired assets;
Enterprises’ reorganization fees, such as staffing expenses and integration
-76,574.00
fees
Impairment reserves reversal of account receivables individually taking the
812,904.94
impairment tests
Gains and losses from outside entrusted loans 200,675.00
Gains and losses on change in fair value from tradable financial assets and
tradable financial liabilities, as well as investment income from disposal of
tradable financial assets and tradable financial liabilities and financial assets 240,074.81
available for sales except for effective hedging related with normal
businesses of the Company
Other non-operating income and expenses besides the above items -1,549,963.06 Note
Effect on income tax after deducting non-recurring gains and losses 2,083.72
Total -394,747.36
Note: “Other non-operating income and expenses” incurred in the reporting period
mainly means the compensation paid for surrender of tenancy.
2.2 Total number of shareholders and shareholding of top ten shareholders holding
tradable shares
Unit: share
Total number of As at the end of reporting period, the Company has 48,296 shareholders in total,
shareholders including 39,000 ones of A-share and 9,296 ones of B-share.
Shareholding of top ten shareholders holding tradable shares
Number of tradable shares held at
Name of shareholder Type of share
period-end
Shenzhen International Trade Property
2,514,781 RMB ordinary shares
Management Company
Xu Yihong 2,136,233 RMB ordinary shares
Zeng Ying 2,050,000 Domestically listed foreign shares
Li Wei 930,300 RMB ordinary shares
Xu Guoxing 785,869 RMB ordinary shares
Zhongrong International Trust Co., Ltd. - 782,000 RMB ordinary shares
2
Rongxin No. 71 Capital Trust Contract
Zhou Yonghong 745,132 Domestically listed foreign shares
Gao Xinyan 663,600 RMB ordinary shares
Liu Liaoyuan 641,900 Domestically listed foreign shares
Liu Yunde 600,000 RMB ordinary shares
Explanation on associated relationship among The Company did not know whether there exists associated relationship
the aforesaid shareholders or among the top ten shareholders of tradable share or they belong to the
acting-in-concert person acting-in-concert.
§3. Significant events
3.1 Particulars about large-margin changes in main items of accounting statements
and financial indexes, as well as reasons for the changes
√Applicable □Inapplicable
1. Transactional financial assets at the period-end were RMB 0.00, down 100.00%
from the year-begin, which was mainly because all the transactional financial assets
were sold in the reporting period.
2. Notes receivable at the period-end were RMB 0.00, down 100.00% from the
year-begin, which was mainly because all the notes receivable were paid in the
reporting period.
3. Prepayments at the period-end were RMB 395,473,073.04, up 701.19% from the
year-begin, which was mainly because the Company prepaid for the land in Yangzhou
and prepaid more taxes from the year-begin to the period-end.
4. Deferred income tax assets at the period-end were RMB 112,713,537.60, up
35.46% from the year-begin, which was mainly due to more to-be-deducted land VAT
in the reporting period.
5. Other non-current assets at the period-end were RMB 9,000,000.00, up 100.00%
from the year-begin, which was mainly due to the entrusted loan provided by the
Company’s subsidiary to Shenzhen Shenxin Taxi Co., Ltd. in the reporting period.
6. Short-term borrowings at the period-end were RMB 557,695,212.00, up 5476.95%
from the year-begin, which was mainly because the Company secured more entrusted
loans from its holding company in the reporting period.
7. Accounts received in advance at the period-end were RMB 32,901,735.73, down
96.26% from the year-begin, which was mainly because the Company’s
PRD-Shengang No. 1 Project met conditions for carrying forward income in the
reporting period and the property payments received in advance were carried forward
to income.
8. Taxes and fares payable at the period-end were RMB 510,407,631.45, up 160.96%
from the year-begin, which was mainly because the income from the Company’s
PRD-Shengang No. 1 Project was recognized in the reporting period and the corporate
income tax and land VAT increased accordingly.
9. Other payables at the period-end were RMB 509,318,230.67, up 121.88% from the
year-begin, which was mainly because the Company bought in land in the reporting
period according to its share reform commitment of asset exchange.
10. Long-term borrowings at the period-end were RMB 0.00, down 100.00% from the
3
year-begin, which was mainly because all the long-term borrowings became
non-current liabilities due within one year in the reporting period.
11. Deferred income tax liabilities at the period-end were RMB 3,334,869.99, up
412897.22% from the year-begin, which was mainly because the parking place cost
amortization led to taxable temporary differences and the corresponding deferred
income tax liabilities were recognized in the reporting period.
12. Retained earnings at the period-end were RMB 455,438,994.51, up 205.74% from
the year-begin, which was mainly because the Company’s net profit increased from
the year-begin to the period-end.
13. Total owners’ equity at the period-end were RMB 1,182,213,344.62, up 35.10%
from the year-begin, which was mainly because the Company’s net profit increased
from the year-begin to the period-end.
14. Operating revenues from the year-begin to the period-end (Jan.-Sept. 2011) were
RMB 1,291,820,059.77, up 54.58% over the same period of last year, which was
mainly because the income carried forward from real estate projects from the
year-begin to the period-end increased on a year-on-year basis.
15. Business tax and surtaxes from the year-begin to the period-end (Jan.-Sept. 2011)
were RMB 349,627,243.06, up 421.30% over the same period of last year, which was
mainly because the business tax and the land VAT both increased due to the fact that
the income carried forward from real estate projects and the gross profit rates of these
projects from the year-begin to the period-end increased on a year-on-year basis.
16. Selling expense from the year-begin to the period-end (Jan.-Sept. 2011) were
RMB 16,044,617.43, up 65.82% over the same period of last year, which was mainly
because the Company increased its advertising expenditure to boost its sales.
17. Financial expense from the year-begin to the period-end (Jan.-Sept. 2011) were
RMB 8,757,039.65, up 907.03% over the same period of last year, which was mainly
because in the reporting period, the total borrowings for working capital increased,
some project loans could not be capitalized due to completion of those projects, and
the interest income dropped.
18. Asset impairment loss from the year-begin to the period-end (Jan.-Sept. 2011)
were RMB -496,104.65, down 98.09% over the same period of last year, which was
mainly because in the same period of last year, the land falling price provision for
Shenhui Garden had been reversed.
19. Income from fair value changes from the year-begin to the period-end (Jan.-Sept.
2011) were RMB -3,364.50, down 108.43% over the same period of last year, which
was mainly because the Company sold stocks held by it from the year-begin to the
period-end.
20. Investment income from the year-begin to the period-end (Jan.-Sept. 2011) were
RMB 1,588,917.80, down 41.63% over the same period of last year, which was
mainly because in the same period of last year, the Company gained from transferring
equities of Huajing Glass Bottle Co., Ltd..
21. Net Non-business income/expense from the year-begin to the period-end
(Jan.-Sept. 2011) were RMB -1,573,911.83, down 124.19% over the same period of
last year, which was mainly because in the same period of last year, there were some
4
amounts that the Company needed not to pay.
22. Income tax expense from the year-begin to the period-end (Jan.-Sept. 2011) were
RMB 96,306,507.84, up 221.36% over the same period of last year, which was mainly
because the subsidiary Shenzhen Huangcheng Real Estate Co., Ltd. achieved
significantly increased profits from the year-begin to the period-end.
23. Operating profit, total profit and net profit from the year-begin to the period-end
(Jan.-Sept. 2011) were RMB 404,357,749.78, RMB 402,783,837.95 and RMB
306,477,330.11 respectively, up 154.77%, 143.78% and 126.59% over the same
period of last year, which was mainly because the Company achieved a greater real
estate income from the year-begin to the period-end on a year-on-year basis.
24. Net cash flows from operating activities from the year-begin to the period-end
(Jan.-Sept. 2011) were RMB -425,296,622.79, with net outflows up 549.27% over the
same period of last year, which was mainly because from the year-begin to the
period-end, the Company received fewer property payments.
25. Net cash flows from financing activities from the year-begin to the period-end
(Jan.-Sept. 2011) were RMB 360,871,853.31, up 306.23% over the same period of
last year, which was mainly because from the year-begin to the period-end, the
Company secured entrusted loans from its holding company and the bank loans it
repaid decreased.
26. Net increase in cash and cash equivalents from the year-begin to the period-end
(Jan.-Sept. 2011) were RMB -77,578,510.84, with net outflows down 69.17% over
the same period of last year, which was mainly because from the year-begin to the
period-end, the property payments received by the Company decreased while cash
flows from financing activities increased.
3.2 Progress and influence of significant events, as well as the analysis on solutions
□Applicable √Inapplicable
3.3 Fulfillment of commitments made by the Company, shareholders and the actual
controller
√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
5
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 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, Investment Holdings will start up capital injection to the Company,
that is, Investment Holdings 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,
Investment Holdings 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,
Investment Holdings will not implement. Note: Startup of capital injection means
6
capital injection program has been reviewed and approved by the Shareholders’
General Meeting of the Company. Investment Holdings 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 Co. 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 Sept. 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.
On 17 Nov. 2011, Investment Holdings transferred 20% of the difference between the
amount it had committed to pay and the amount it actually paid in the restructuring
action to the Company’s bank account, which totaled to RMB 38,687,344.20;
On 7 Jul. 2011, transfer procedures of No. T102-0237 land in Moon Bay, the swap-in
asset, were accomplished, and the No. T102-0237 land in Moon Bay was then
registered in the Company’s name. For details, please refer to the Public Notice on
Progress of Implementing the Commitment of Share Merger Reform on Assets
Replacement and Significant Related Transaction published on 11 Jul. 2011.
③ Since non-tradable shares held by Construction Holdings and Investment
Management Company, which are controlled by Investment Holdings, acquired right
to trade within 24 months, Investment Holdings 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 Investment Holdings,
Construction Holdings and Investment Management Company 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 Construction Holdings and Investment Management
Company (both controlled by Investment Holdings) 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, loan extension, grant of new loan for
repaying old loan, and loan repayment basing on the Company’s actual needs and the
negotiation with Investment Holdings and relevant banks. For details, please refer to
7
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, Investment Holdings 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
Performance forecast Increase substantially over the same period of the last year
Items 1 Jan. 2011-31 Dec. 2011 1 Jan. 2010-31 Dec. 2010 Increase/ decrease (%)
Estimated accumulative net
26,000-33,000 17,500 Increase by 48.6%-88.6%
profit (RMB Ten thousand)
Basic earnings per share (RMB
0.4363-0.5537 0.2936 Increase by 48.6%-88.6%
Yuan/share)
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
Notes to performance forecast carried-over revenue of PRDXinhua Town Project, and the gross profit also hiked.
The above forecast is the initial estimate reckoned by the Company in accordance with
current sales situation of PRDShengang No.1 Project. For actual profitability of the Company
from Jan. 2011 to Dec. 2011, data in the Annual Report 2011 shall prevail.
3.5 Other significant events that need to be explained
3.5.1 Investments into securities
√Applicable □Inapplicable
Initial Proportion in
Shares held at Book value Gains or losses in
Serial Securities Short form of investment total securities
Stock code period-end at the reporting
No. variety stock amount investment at
(Share) period-end period
(Yuan) period-end (%)
Other securities investments held at
period-end
Gains/ losses from securities investment sold
---- ---- ---- ---- 240,074.81
in the reporting period
Total ---- 240,074.81
3.5.2 Equity of other listed companies held by the Company
8
√Applicable □Inapplicable
Ratio to Profits and Change of
Short Initial equity of losses in owners’
Stock Book value Accounting Source of
form of investment invested the equity in the
code at year-end subject stock
Stock amount company reporting reporting
(%) period 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
3.5.7 Reception of research, interviews and visits in the reporting period
Way of Main discussion and materials
Time Place Visitor
reception provided by the Company
Communication Will the Company suffer loss in the
19 Jul. 2011 The Office of BOD Individual investor
by Telephone second quarter?
Why did the Company’s stock price
Communication
3 Aug. 2011 The Office of BOD Individual investor still slump with such good business
by Telephone
performance?
Communication Why does the Company’s stock price
23 Sept. 2011 The Office of BOD Individual investor
by Telephone continue to slump recently?
3.5.8 Explanation on other significant events
√Applicable □Inapplicable
1. Significant lawsuit or arbitration events
① In the reporting period, no new significant lawsuit or arbitration events occurred;
② In the reporting period, the progress of other significant lawsuits and arbitrations
disclosed in the previous years. The Company received the Administrative Judgment
from the Higher People’s Court of Guangdong on 15 Aug. 2011, which judged that the
Company’s appealing reason on the Administrative Judgment (2008) SZFXZ Zi No.
223 made by the Intermediate People’s Court was false, and decided to reject, and at
last maintained the Administrative Judgment (2008) SZFXZ Zi No. 223 made by the
Intermediate People’s Court of Shenzhen. For details, please refer to the Public Notice
on the Progress of the case of “Meisi Company Lawsuit” published in Securities
Times, Ta Kung Pao and http://cninfo.com.cn on 18 Aug. 2011.
9
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 in Securities Times, Ta Kung Pao and
http://www.cninfo.com.cn on 31 Jan. 2011.
3. The restriction on shares subject to trading moratorium was released. Restrictions
on the total 2,514,781 shares subject to trading moratorium held by shareholders of
Shenzhen ITC Property Management Co., Ltd., the original non-tradable share holder
of the Company, were released due to expiration of the restriction period. For details,
please refer to the Company’s Suggestive Public Notice on Releasing the Shares
Subject to Trading Moratorium on 12 Jul. 2011 in Securities Times, Ta Kung Pao and
http://www.cninfo.com.cn.
4. In order to implement Basic Standards for Enterprise Internal Control and relevant
supporting guidelines, advance the construction process of enterprise internal control
system, improve administration standards on corporate operation and standards on
risk prevention, and finally promote the sustainable development of the corporate.
Now the Company has fully carried out the construction work of enterprise internal
control system, and formed leading team on construction of enterprise internal control
system, and formulated the Scheme on Overall Construction of Enterprise Internal
Control System. Meanwhile, the Company engaged BDO China Shu Lun Pan
Certified Public Accountants LLP as professional consultant agency to provide the
defects diagnosis for the Company’s internal control. Now it has made a list on the
Group’s defects of internal control, and is further proposing the rectification and
improvement program.
5. Wuhan Zhonghuan Certified Public Accountants Co., Ltd. which provides annual
auditing service for the Company changed its name as BDO Wuhan Zhonghuan
Certified Public Accountants Co., Ltd. with the new office address as Zhonghuan
Building, No. 169 Donghu Road, Wuchang District, Wuhan. For details, please refer
to the Public Notice on the Company’s CPAs Firm Changed Its Name and Office
Address on 5 May 2011 published in Securities Times, Ta Kung Pao and
http://cninfo.com.cn.
6. Mr. Yao Xiaoping, the sponsor deputy of the Company’s share division reform
project, left the Company’s sponsor institution for share division reform— Essence
Securities Co., Ltd. due to job change. Then Essence Securities Co., Ltd. arranged Mr.
Ju Zeyun to take over his post for continual supervising the Company’s share division
reform. For details, please refer to the Public Notice on Change of Sponsor Deputy for
Share Division Reform on 20 Jul. 2011 published in Securities Times, Ta Kung Pao
and http://cninfo.com.cn.
3.6 Implementation of any cash dividend policy during the reporting period
□Applicable √Inapplicable
§4 Auditor’s report
Auditor’s opinion: un-audited
10
Board of Directors
Shenzhen Properties & Resources Development (Group) Ltd.
25 Oct. 2011
§4 Attachments
4.1 Balance sheet
Prepared by Shenzhen Properties & Resources Development (Group) Ltd
30 Sept. 2011 Unit: RMB Yuan
As at 30 Sept. 2011 As at 31 Dec. 2010
Items
Consolidation The Company Consolidation The Company
Current assets:
Monetary funds 456,840,184.52 228,163,971.81 534,418,695.36 78,920,447.75
Transactional financial
272,100.00 272,100.00
assets
Notes receivable 300,000.00
Account receivable 77,848,992.52 58,557,840.98 67,935,785.29 59,680,032.75
Advances to suppliers 395,473,073.04 390,095,715.86 49,360,431.87
Dividend receivable
Other receivables 33,010,029.27 76,133,095.21 37,787,880.10 558,839,822.28
Financial assets purchased
under agreements to resell
Inventories 1,705,931,969.45 323,385,959.42 1,576,183,305.38 56,594,638.32
Non-current assets due
within 1 year
Other current assets
Total current assets 2,669,104,248.80 1,076,336,583.28 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
82,534,991.69 301,945,491.69 81,390,188.20 250,800,688.20
investment
Investment real estate 296,592,726.30 202,301,144.61 295,584,704.09 205,439,020.58
Fixed asset 67,489,161.57 29,435,745.41 78,112,745.51 35,645,685.39
Construction in process
Engineering material
Fixed asset disposal
Production biological asset
11
Oil-gas assets
Intangible assets 101,671,885.91 106,563,665.92
R & D expense
Goodwill
Long-term expense to be
2,032,470.60 2,032,470.60 2,162,202.81 2,162,202.81
apportioned
Deferred income tax assets 112,713,537.60 83,209,649.31
Other non-current assets 9,000,000.00 475,000,000.00
Total of non-current assets 672,034,773.67 1,010,714,852.31 647,023,155.84 494,047,596.98
Total assets 3,341,139,022.47 2,087,051,435.59 2,913,281,353.84 1,248,354,638.08
Current liabilities:
Short-term borrowings 557,695,212.00 10,000,000.00
Transactional financial
liabilities
Notes payable
Accounts payable 93,841,620.32 34,130,905.87 105,465,038.93 34,423,717.04
Advances from customers 32,901,735.73 907,929.50 878,660,737.46 79,725.48
Financial assets sold under
agreements to repurchase
Handling charges and
commissions payable
Payroll payable 38,989,051.90 7,195,438.40 53,817,405.36 9,636,557.03
Taxes and fares payable 510,407,631.45 1,840,775.51 195,585,180.87 1,264,740.40
Dividend payable
Interest payable
Other accounts payable 509,318,230.67 1,354,537,708.38 229,549,997.54 508,763,899.07
Non-current liabilities due
308,820,000.00 250,960,000.00
within 1 year
Other current liabilities
Total current liabilities 2,051,973,482.07 1,398,612,757.66 1,724,038,360.16 554,168,639.02
Non-current liabilities:
Long-term borrowings 212,000,000.00
Bonds payable
Long-term payables
Specific-purpose account
payables
Accrued liabilities
Deferred income tax
3,334,869.99 807.48 807.48 807.48
liabilities
Other non-current
103,617,325.79 2,429,164.54 102,194,477.26 2,429,164.54
liabilities
Total non-current liabilities 106,952,195.78 2,429,972.02 314,195,284.74 2,429,972.02
Total liabilities 2,158,925,677.85 1,401,042,729.68 2,038,233,644.90 556,598,611.04
12
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
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 455,438,994.51 -18,596,664.59 148,961,664.40 -12,849,343.46
Foreign exchange
-3,799,155.18 -4,487,460.75
difference
Total owners' equity
1,181,351,257.56 686,008,705.91 874,185,621.88 691,756,027.04
attributable to the Company
Minority interests 862,087.06 862,087.06
Total owners’ equity 1,182,213,344.62 686,008,705.91 875,047,708.94 691,756,027.04
Total liabilities and owners’
3,341,139,022.47 2,087,051,435.59 2,913,281,353.84 1,248,354,638.08
equity
4.2 Income statement
4.2.1 Income statement for Jul.-Sept. 2011
Prepared by Shenzhen Properties & Resources Development (Group) Ltd
Jul. – Sept. 2011 Unit: RMB Yuan.
Jul.-Sept. 2011 Jul.-Sept. 2010
Items
Consolidation The Company Consolidation The Company
I. Total operating income 145,228,311.70 18,088,202.33 138,287,948.76 9,071,980.88
Including: operating income 145,228,311.70 18,088,202.33 138,287,948.76 9,071,980.88
II. Total operating cost 137,769,771.54 19,842,429.17 126,684,835.44 11,902,691.55
Including: operating cost 86,119,834.88 9,138,030.94 92,687,520.16 4,108,198.02
Taxes and associate
15,111,208.21 1,741,847.05 11,081,224.02 295,741.06
charges
Distribution expense 8,244,545.62 3,924,851.92
Administrative
24,374,972.55 9,345,936.07 19,964,071.98 7,902,803.20
expenses
Financial expenses 3,914,210.28 -388,384.89 -972,832.64 -404,050.73
Asset impairment loss 5,000.00 5,000.00
Add: Gain/(loss) from
change in fair value (“-” -3,364.50 -3,364.50
means loss)
Gain/(loss) from
859,979.17 5,933,532.84 559,533.40 559,533.40
investment (“-” means loss)
Including: income from
investment on affiliated 465,464.86 465,464.86 559,533.40 559,533.40
enterprises and jointly-run
13
enterprises
Foreign exchange difference
(“-” means loss)
III. Business profit (“-”
8,315,154.83 4,175,941.50 12,162,646.72 -2,271,177.27
means loss)
Add: non-operation
216,351.70 44,681.26 161,847.62 -96,915.64
income
Less: non-business
1,862,043.62 1,684,900.09 11,728.47
expense
Including: loss from disposal
2,793.00 2,793.00
of non-current asset
IV. Total profit (“-” means
6,669,462.91 2,535,722.67 12,312,765.87 -2,368,092.91
loss)
Less: Income tax
-119,012.81 3,810,202.43
expense
V. Net profit (“-” means
6,788,475.72 2,535,722.67 8,502,563.44 -2,368,092.91
loss)
Attributable to the
6,788,475.72 2,535,722.67 8,502,563.44 -2,368,092.91
Company
Minority interests
VI. Earnings per share
(I) basic earnings per
0.0114 0.0043 0.0143 -0.0040
share
(II) diluted earnings per
0.0114 0.0043 0.0143 -0.0040
share
Ⅶ. Other comprehensive
1,365,300.15 793,918.33
income
Ⅷ. Total comprehensive
8,153,775.87 2,535,722.67 9,296,481.77 -2,368,092.91
income
Attributable to owners of
8,153,775.87 2,535,722.67 9,296,481.77 -2,368,092.91
the Company
Attributable to minority
shareholders
4.2.2 Income statement for Jan.-Sept. 2011
Prepared by Shenzhen Properties & Resources Development (Group) Ltd
Jan. – Sept. 2011 Unit: RMB Yuan
Jan.- Sept. 2011 Jan. – Sept. 2010
Items
Consolidation The Company Consolidation The Company
I. Total operating income 1,291,820,059.77 36,255,616.92 835,716,532.43 26,821,184.05
Including: operating income 1,291,820,059.77 36,255,616.92 835,716,532.43 26,821,184.05
II. Total operating cost 889,047,863.29 49,366,402.59 679,762,744.29 7,643,986.73
Including: operating cost 450,139,868.44 18,444,014.06 576,782,431.01 10,832,217.15
14
Taxes and associate
349,627,243.06 4,380,101.43 67,068,515.89 1,339,787.98
charges
Distribution expenses 16,044,617.43 9,675,675.91
Administrative
64,975,199.36 26,286,054.08 53,328,348.19 21,712,042.99
expenses
Financial expenses 8,757,039.65 115,495.26 -1,085,097.82 1,180,432.67
Asset impairment loss -496,104.65 140,737.76 -26,007,128.89 -27,420,494.06
Add: Gain/(loss) from
change in fair value (“-” -3,364.50 -3,364.50 39,900.00 39,900.00
means loss)
Gain/(loss) from
1,588,917.80 9,691,271.47 2,721,921.16 2,721,921.16
investment (“-” means loss)
Including: income form
investment on affiliated
1,144,803.49 1,144,803.49 1,182,014.80 1,182,014.80
enterprises and jointly-run
enterprises
Foreign exchange
difference (“-” means loss)
III. Business profit (“-”
404,357,749.78 -3,422,878.70 158,715,609.30 21,939,018.48
means loss)
Add: non-operation
1,156,015.11 133,928.33 6,746,321.52 2,495,502.29
income
Less: non-business
2,729,926.94 2,458,370.76 238,598.53 -275,311.32
expense
Including: loss from
23,948.77 2,793.00 47,253.80 1,173.62
non-current asset disposal
IV. Total profit (“-” means
402,783,837.95 -5,747,321.13 165,223,332.29 24,709,832.09
loss)
Less: Income tax
96,306,507.84 29,968,345.32
expense
V. Net profit (“-” means
306,477,330.11 -5,747,321.13 135,254,986.97 24,709,832.09
loss)
Attributable to the
306,477,330.11 -5,747,321.13 135,254,986.97 24,709,832.09
Company
Minority interests
Ⅵ. Earnings per share
(I) basic earnings per
0.5142 -0.0096 0.2269 0.0415
share
(II) diluted earnings per
0.5142 -0.0096 0.2269 0.0415
share
Ⅶ. Other comprehensive
688,305.57 549,163.97
income
Ⅷ. Total comprehensive 307,165,635.68 -5,747,321.13 135,804,150.94 24,709,832.09
15
income
Attributable to owners of
307,165,635.68 -5,747,321.13 135,804,150.94 24,709,832.09
the Company
Attributable to minority
shareholders
4.3 Cash flow statement
Prepared by Shenzhen Properties & Resources Development (Group) Ltd
Jan. - Sept. 2011 Unit: RMB Yuan
Jan.- Sept. 2011 Jan.- Sept. 2010
Items
Consolidation The Company Consolidation The Company
I. Cash flows from operating
activities:
Cash received from sale of
commodities and rendering 486,656,979.98 35,309,320.83 984,120,100.57 723,601.97
of service
Net increase of disposal of
tradable financial assets
Tax refunds received
Other cash received
relating to operating 55,602,107.21 1,358,354,510.20 32,488,543.33 11,677,780.58
activities
Sub-total of cash inflows 542,259,087.19 1,393,663,831.03 1,016,608,643.90 12,401,382.55
Cash paid for goods and
632,575,741.85 392,843,556.61 736,526,756.08 113,634.53
services
Cash paid to and for
157,710,472.84 14,208,550.00 132,503,460.60 214,006.50
employees
Various taxes and fares
120,378,618.98 6,202,692.36 161,287,133.40 103,261.35
paid
Other cash paid relating to
56,890,876.31 312,614,581.41 51,795,452.84 11,588,142.93
operating activities
Sub-total of cash outflows 967,555,709.98 725,869,380.38 1,082,112,802.92 12,019,045.31
Net cash flows from
-425,296,622.79 667,794,450.65 -65,504,159.02 382,337.24
operating activities
II. Cash flows from investing
activities
Cash received from
268,735.50 268,735.50 1,550,000.00
investment retractions
Cash received from
444,114.31 8,546,467.98 20,000,000.00
acquiring of investments
Net cash received from
disposals of fixed assets,
1,000.00 5,553,429.84
intangible assets and other
long-term assets
16
Net cash received from
disposal of subsidiaries and
other business units
Other cash received
relating to investing activities
Sub-total of cash inflows 713,849.81 8,815,203.48 7,103,429.84 20,000,000.00
Cash paid to purchase
fixed assets, intangible assets 4,680,096.23 2,366,005.00 18,177,766.47 151,254.58
and other long-term assets
Cash paid for
9,000,000.00 525,000,000.00 20,000,000.00
investments
Increase in pledged
loans-net
Net cash paid from
obtaining subsidiaries and
other business units
Cash paid relating to
other investing activities
Sub-total of cash outflows 13,680,096.23 527,366,005.00 18,177,766.47 20,151,254.58
Net cash flows from
-12,966,246.42 -518,550,801.52 -11,074,336.63 -151,254.58
investing activities
III. Cash flows from
financing activities
Cash received from
absorbing investment
Including: Cash received
by subsidiaries from increase
in minority interests
Cash received from
547,695,212.00 212,000,000.00
borrowings
Cash received from
issuing bonds
Other cash received
relating to financing
activities
Sub-total of cash inflows 547,695,212.00 212,000,000.00
Cash repayments of
154,140,000.00 361,140,000.00
borrowings
Cash payments for
interest expenses and
31,581,158.69 21,712,828.47
distribution of dividends or
profits
Including: Cash
payments for dividends or
17
profits to minority
shareholders of subsidiaries
Cash payments relating
1,102,200.00 4,132,926.00
to other financing activities
Sub-total of cash outflows 186,823,358.69 386,985,754.47
Net cash flows from
360,871,853.31 -174,985,754.47
financing activities
IV. Effect of foreign
exchange rate changes on -187,494.94 -125.07 -91,195.94 -123.92
cash and cash equivalents
V. Net (decrease)/increase
-77,578,510.84 149,243,524.06 -251,655,446.06 230,958.74
in cash and cash equivalents
Add: Cash and cash
534,418,695.36 78,920,447.75 830,055,588.25 2,539,358.76
equivalents at the year-begin
VI. Closing cash and cash
456,840,184.52 228,163,971.81 578,400,142.19 2,770,317.50
equivalents
4.4 Auditor’s report
Auditor’s opinion: un-audited
18
