SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP)
LTD.
ABSTRACT OF THE THIRD QUARTERLY REPORT 2012
I. Important Notes
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.
All directors attended the board session for reviewing this report.
Chen Yugang (principal of the Company), Wang Hangjun (the person in charge of the accounting work) and Shen
Xueying (the person in charge of the accounting organ/the principal of accounting) hereby confirm that the
financial statements enclosed in the quarterly report are factual and complete.
II. Company Profile
(I）Major accounting data and financial indexes
Any retrospective adjustment in previous financial statements?
√ Yes □No □ Inapplicable
31 Dec. 2011 Increase/decrease (%)
30 Sept. 2012
Before adjustment After adjustment After adjustment
Total assets (RMB Yuan) 4,081,206,075.30 3,499,608,314.21 3,526,566,922.95 15.73%
Owners’ equity attributable to
shareholders of the Company 1,302,003,177.35 1,130,243,873.92 1,141,461,317.97 14.06%
(RMB Yuan)
Share capital (Share) 595,979,092.00 595,979,092 595,979,092.00 0%
Net assets per share
attributable to shareholders of
2.1846 1.8964 1.9153 14.06%
the Company (RMB
Yuan/share)
YoY increase/decrease YoY increase/decrease
Jul.-Sept. 2012 Jan.-Sept. 2012
(%) (%)
Gross operating revenues
418,381,326.42 179.51% 1,041,304,227.34 -20.24%
(RMB Yuan)
Net profit attributable to
shareholders of the Company 76,322,473.56 863.87% 174,644,758.87 -43.55%
(RMB Yuan)
Net cash flow from operating
-- -- 587,922,305.81 -239.93%
activities (RMB Yuan)
Net cash flow per share from
operating activities (RMB -- -- 0.9865 -239.93%
Yuan/share)
Basic EPS (RMB Yuan/share) 0.1281 863.87% 0.293 -43.55%
Diluted EPS (RMB
0.1281 863.87% 0.293 -43.55%
Yuan/share)
1
Weighted average ROE (%) 6.25% 5.48% 14.29% -15.54%
Weighted average ROE after
deducting non-recurring gains 6.19% 5.41% 13.63% -15.99%
and losses (%)
Items of non-recurring gains and losses
√Applicable □Inapplicable
Amount during
Item Jan.-Sept. 2012 (RMB Notes
Yuan)
“Gains and losses on disposal of non-current
assets” referred to gains and losses on
Gains and losses on disposal of non-current assets 9,524,761.46
disposal of fixed assets and investing
properties.
Tax rebate, reduction or exemption due to un-authorized
approval or the lack of formal approval documents
Government grants recognized in the current year, except
for those acquired in the ordinary course of business or
granted at certain quotas or amounts according to the
country’s unified standards
Capital occupation fees received from non-financial
enterprises that are included in current gains and losses
Gains generated when the investment costs of the
Company’s acquiring subsidiaries, associates and joint
ventures are less than the fair value of identifiable net assets
in the investees attributable to the Company in the
acquisition of the investments
“Exchange gains and losses of non-monetary
assets” referred to the transfer taxes and fares
arising from the asset exchanges carried out
Exchange gains and losses of non-monetary assets -2,348,164.39
between the Company and its controlling
shareholder due to the share reform
commitment.
Gains and losses through entrusting others to invest or
manage assets
Various asset impairment provisions due to acts of God such
as natural disasters
Gains and losses on debt restructuring
Enterprise reorganization expenses, such as expenses on
employee settlement and integration
Gains and losses on the parts exceeding the fair value when
prices of transactions become unfair
“Net current gains and losses from the
period-begin to the combination date of
subsidiaries due to business combinations
under the same control” mainly referred to
Net current gains and losses from the period-begin to the net gains and losses (including reversed
combination date of subsidiaries due to business 1,912,516.93 interest on internal entrustment loans) for
combinations under the same control Jan.-May 2012 of the 100% equity interests
of Shenzhen Shenxin Taxi Co., Ltd. obtained
by the Company under the same control. For
details, see Note (IV) to the Financial
Statements.
Gains and losses on contingent matters which are irrelevant
to the normal operation of the Company
Gains and losses on fair value changes of transactional
financial assets and liabilities, and investment gains on
disposal of transactional financial assets and liabilities and
available-for-sale financial assets, except for the effective
hedging business related to the Company’s normal operation
2
“Reversal of impairment provisions for
accounts receivable which are separately
Reversal of impairment provisions for accounts receivable tested for impairment signs” mainly referred
400,330.00
which are separately tested for impairment signs to the reversal of impairment provisions for
the reporting period. For details, see Note (V)
4 to the Financial Statements.
Gains and losses on entrustment loans from external parties
Gains and losses on fair value changes of investing
properties for which the fair value method is adopted for
subsequent measurement
Current gain and loss effect due to a just-for-once
adjustment to current gains and losses according to
requirements of taxation and accounting laws and
regulations
Custodian fee income from entrusted operations with the
Company
Other non-operating incomes and expenses besides the
1,228,470.51
items above
Other gain and loss items that meet the definition of
non-recurring gains and losses
Minority interests effects
Income tax effects -2,623,213.178
Total 8,094,701.33 --
“Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and
loss items recognized as recurring gain and loss items according to the natures and characteristics of the
Company’s normal business
Involved amount (RMB
Item Notes
Yuan)
(II) Total number of shareholders and top 10 shareholders at the period-end
Total number of shareholders 46,457
Particulars about shares held by the top ten shareholders holding tradable shares
Number of tradable shares held Type and number of shares
Name of shareholder
at period-end Type Number
SHENZHEN
INTERNATIONAL TRADE
2,514,781 RMB ordinary shares 2,514,781
CENTER PROPERTY
MANAGEMENT COMPANY
BANK OF CHINA － LORD
ABBETT SELECT 30 EQUITY 1,612,826 RMB ordinary shares 1,612,826
FUND
CLIENT CREDIT TRADING
GUARANTEE SECURITIES
1,204,500 RMB ordinary shares 1,204,500
ACCOUNT OF GUOSEN
SECURITIES CO., LTD.
Domestically listed foreign
CHEN LIYING 1,007,151 1,007,151
shares
CLIENT CREDIT TRADING
GUARANTEE SECURITIES
ACCOUNT OF CHINA 808,573 RMB ordinary shares 808,573
MERCHANTS SECURITIES
CO., LTD.
3
Domestically listed foreign
ZHOU YONGHONG 743,633 743,633
shares
Domestically listed foreign
LIU LIAOYUAN 641,900 641,900
shares
GUOTAI
Domestically listed foreign
JUNANSECURITIES(HONGK 519,904 519,904
shares
ONG)LIMITED
LI HONGMAO 513,720 RMB ordinary shares 513,720
ZOU XINMIN 495,000 RMB ordinary shares 495,000
Particulars about shareholders
III. Significant Events
(I) Significant changes in major accounting data, financial highlights and reasons for these
changes
√Applicable □Inapplicable
1. Monetary funds stood at RMB 894,505,651.12 at the period-end, up 90.60% over the year-begin,
which was mainly because project sale generated some capital inflows.
2. Notes receivable stood at RMB 300,000.00 at the period-end, up 50.00% over the year-begin,
which was mainly because notes receivable as property management fee incomes of subsidiaries
increased.
3. Prepayments stood at RMB 715,666,958.85 at the period-end, up 50.87% over the year-begin,
which was mainly because the prepayments for land in Yangzhou and relevant taxes increased.
4. Other receivables stood at RMB 9,673,680.33 at the period-end, up 186.88% over the year-begin,
which was mainly because the pending water and electricity charges paid by subsidiaries on behalf
of others increased.
5. Accounts received in advance stood at RMB 979,075,004.46 at the period-end, up 369.23% over
the year-begin, which was mainly because the presale income from the real estate projects on sale
increased.
6. Other payables stood at RMB 179,021,319.84 at the period-end, down 62.79% over the
year-begin, which was mainly because the Company bough in land in the asset exchange as
promised in the share reform, which was temporarily recognized and paid for instantly.
7. Non-current liabilities due within one year stood at RMB 13,559,888.32 at the period-end, down
93.79% over the year-begin, which was mainly because some of these liabilities grew mature and
repaid.
8. Long-term borrowings stood at RMB 22,483,333.31 at the period-end, up 206.59% over the
year-begin, which was mainly because subsidiaries secured more borrowings.
9. Undistributed profit stood at RMB 577,828,134.42 at the period-end, up 43.32% over the
year-begin, which was mainly because net profit for the period from the year-begin to the
period-end increased.
10. Business taxes and surtaxes for Jan.-Sept. 2012 stood at RMB 180,373,360.25, down 48.46%
over the same period of last year, which was mainly because the real estate income for Jan.-Sept.
2012 decreased and the business tax and land VAT decreased accordingly.
11. Financial expenses for Jan.-Sept. 2012 stood at RMB -3,011,331.35, down 133.08% over the
same period of last year, which was mainly because of the increase of interest capitalization.
12. Asset impairment loss for Jan.-Sept. 2012 stood at RMB -5,957,940.96, down 1,100.94% over
the same period of last year, which was mainly because the bad-debt provisions reversed increased
due to the recovery of some accounts receivable.
4
13. Investment income for Jan.-Sept. 2012 stood at RMB 2,053,061.42, up 47.89% over the same
period of last year, which was mainly because the associates generated more gains.
14. Investment income from associates and joint ventures for Jan.-Sept. 2012 stood at RMB
2,053,061.42, up 79.34% over the same period of last year, which was mainly because the associate
Shenzhen Guomao Tian’an Properties Co., Ltd. generated more profit.
15. Net non-operating amount for Jan.-Sept. 2012 stood at RMB 339,392.58, up 122.11% over the
same period of last year, which was mainly because subsidiaries renewed vehicles and disposed old
ones, which generated more income.
16. Income tax expenses for Jan.-Sept. 2012 stood at RMB 51,992,849.23, down 46.35% over the
same period of last year, which was mainly because the profit contributed by the subsidiary
Shenzhen Huangcheng Real Estate Co., Ltd. decreased considerably.
17. Operating profit, total profit and net profit for Jan.-Sept. 2012 stood at RMB 226,298,215.52,
226,637,608.10 and 174,644,758.87 respectively, down 44.51%, 44.21% and 43.55% respectively
over the same period of last year, which was mainly because the carried over income from real
estate for Jan.-Sept. 2012 decreased.
18. Net cash flows from operating activities for Jan.-Sept. 2012 stood at RMB 587,922,305.81, up
239.93% over the same period of last year, which was mainly because of more capital inflows from
sale of properties.
19. Net cash flows from investing activities for Jan.-Sept. 2012 stood at RMB 8,021,682.48, up
206.97% over the same period of last year, which was mainly because the cash received as
investment income increased.
20. Net cash flows from financing activities for Jan.-Sept. 2012 stood at RMB -170,791,033.25,
down 149.88% over the same period of last year, which was mainly because the Company secure
fewer borrowings and repaid more due borrowings.
21. Net increase in cash and cash equivalents for Jan.-Sept. 2012 stood at RMB 425,191,909.55, up
597.69% over the same period of last year, which was mainly because the Company received more
income from house selling for Jan.-Sept. 2012.
(II) Progress of significant events and its influence, as well as the analysis and explanation on
solutions
1. About non-standard audit opinion
□Applicable √Inapplicable
2. The Company offers capital to the controlling shareholder or its related parties or provides external
guarantees in violation of the prescribed procedures.
□Applicable √Inapplicable
3. Signing and execution of significant contracts concerning routine operation
□Applicable √Inapplicable
4. Others
□Applicable √Inapplicable
5
(III) Commitments of the Company or shareholders with an over 5% shareholding made in or carried
down into the reporting period
√Applicable □Inapplicable
Commitment Commitment Commitment
Commitment Contents Fulfillment
maker time period
1. The 1. Up to the date
Company’s of public notice,
non-tradable Construction
share holders Holdings and
Construction Investment
Holdings and Holdings never
Investment sold shares of
Management the Company.
Company made
2.
a common
commitment to (1) Up to the
abide by laws, date of public
regulations and notice,
rules and Investment
perform Holdings never
prescribed sold shares of
commitment the Company
duties. And they actually
also made controlled.
special (2) In order to
commitments as implement the
follows: commitment,
Non-tradable the Company
shares held by prepared to start
Construction the relevant
Holdings and affairs together
Investment with Investment
Management Holdings, and
Shenzhen disclosed the
Investment Company would
Commitments made in a share reform not be traded or 21 Oct. 2009 20 Oct. 2012 Public Notice on
Holdings Co., Implementation
Ltd. transferred
within 36 of Commitment
months since of Share Merger
they acquired Reform on
right of trade. Assets
After expiration Replacement
of the aforesaid and Significant
commitment, Related
originally Transaction,
non-tradable which was
shares sold reviewed and
through the approved at the
listing and First Special
trading system Shareholders’
on the Shenzhen General
Stock Exchange Meeting for
should not 2010, for
exceed 5 details, please
percents of total refer to Public
shares of the Notice on
Company within Resolutions of
12 months, as the First Special
well as not Shareholders’
exceed 10 General
percents within Meeting for
24 months. In 2010;
case these Investment
companies acted Holdings has
against the applied to
6
above Shenzhen
commitment and Branch of China
sold shares of Securities
the Company, Depository and
the income from Clearing
sales of the Corporation
shares would Limited for
belong to the freezing its
Company. actual controlled
2. Investment 30 million
Holdings made a shares of the
commitment to Company under
abide by laws, the name of
regulations and Construction
rules and Holdings, now
perform the frozen
prescribed period is due
commitment and the frozen
duties. And it shares has been
also made released.
special (3) On 18 Mar.
commitments as 2010, the
follows: Company held
(1) Non-tradable the Annual
shares held by Shareholders’
Investment General
Holdings would Meeting 2009,
not be traded or at which
transferred reviewed and
within 36 approved
months since Proposal on
they acquired Application of
right of trade. Entrust Loan
After expiration from
of the aforesaid Controlling
commitment, Shareholder.
originally The
non-tradable Shareholders’
shares sold General
through the Meeting
listing and authorized the
trading system Board of
on the Shenzhen Directors of the
Stock Exchange Company to
should not deal with
exceed 5 signature of
percents of total entrusted loan
shares of the agreement,
Company within renewal of loan,
12 months, as borrow a new
well as not loan to repay
exceed 10 old within RMB
percents within 500 million
24 months. In according to
case these actual need of
companies acted operation and
against the based on
above negotiation with
commitment and Investment
sold shares of Holdings and
the Company, relevant banks.
the income from For details,
sales of the please refer to
shares would Public Notice on
belong to the the Resolutions
Company. of Annual
Shareholders’
7
(2) Within one General
year since the Meeting on 19
non-tradable Mar. 2010. On
shares held by 28 Dec. 2010,
Construction Investment
Holdings and Holdings
Investment entrusted
Management Shenzhen
Company Jingtian
controlled by Sub-branch of
Investment China
Holdings Everbright Bank
acquired the to provide
right of trading, entrust loan of
Shenzhen RMB 10 million
Investment for the
Holdings Co., Company’s
Ltd will start up subsidiary
capital injection Shenzhen ITC
to the Company, Vehicle Industry
that is, Co., Ltd.; from
Shenzhen the end of report
Investment period to the
Holdings Co., date of the
Ltd will inject public notice,
legitimate Investment
capital no less Holdings has
than RMB 500 provided entrust
million loan of RMB
including land 490 million for
resource in lump the Company.
sum or in (4) Whether the
batches by commitment
replace or other will be
legitimate way, implemented is
will increase according to net
land reserves of profit of 2012.
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,
8
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.
(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
9
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.
(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
10
up balance of
net profit
between the year
and 2009 with
cash.
Commitments made in an acquisition
Naught Naught Naught Naught
report or report on equity changes
Commitments made in an asset exchange Naught Naught Naught Naught
Commitments made in share issuance Naught Naught Naught Naught
Other commitments made to minority
Naught Naught Naught Naught
shareholders
Is the commitment fulfilled in time or not? √ Yes □ No □ Inapplicable
Specific reason for failing to fulfill the
commitment and the plan for the next step
Is there any commitment made regarding
the horizontal competition and □ Yes □ No √ Inapplicable
related-party transactions caused?
Period for solving the problem as promised
Way of solving the problem
Fulfillment of the commitment
(IV) Predict the 2012 annual operating results
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
(V) Other significant events that need to be explained
1. Securities investment
□Applicable √Inapplicable
2. Investments in derivatives
□Applicable √Inapplicable
3. Derivative investments held at the period-end
□Applicable √Inapplicable
4. Researches, visits and interviews received in the reporting period
Main discussion and
Time of reception Place of reception Way of reception Visitor type Visitor materials provided
by the Company
When will the
BOD Office of the
3 Jul. 2012 By phone Individual Investor Company’ Qianhai
Company
project start?
Introduction to the
BOD Office of the dividends
18 Jul. 2012 By phone Individual Investor
Company distribution plan of
the Company
11
Progress of the
BOD Office of the
9 Aug. 2012 By phone Individual Investor Company’s projects
Company
outside Shenzhen
Situation on the
BOD Office of the
11 Sept. 2012 By phone Individual Investor Company’s
Company
Yangzhou project
Situation on
fulfillment of
commitments made
BOD Office of the
20 Sept. 2012 By phone Individual Investor by major
Company
shareholders in the
share splitting
reform
5. Corporate bonds issued
Any corporate bonds issued?
□ Yes √ No
12
