Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD. REPORT FOR THE FIRST QUARTER OF 2013 April 2013 1 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Section I. Important Reminders The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as “the Company”) warrant that the information carried in this report is factual, accurate and complete, without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. Chen Yugang, company principal, Wang Hangjun, chief of the accounting work, and Shen Xueying, chief of the accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are factual, accurate and complete. All directors have attended the board session for reviewing this report. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Section II. Financial Highlights & Change of Shareholders I. Financial highlights Does the Company adjust retrospectively or restate any accounting data of previous years? □ Yes √ No Jan.-Mar. 2013 Jan.-Mar. 2012 +/- (%) Operating revenues (RMB Yuan) 876,432,175.84 127,849,357.00 585.52% Net profit attributable to shareholders of 236,360,598.97 6,499,517.04 3,536.59% the Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains and 236,147,522.85 4,951,755.03 4,668.97% losses (RMB Yuan) Net cash flows from operating activities 94,342,037.44 250,623,233.04 -62.36% (RMB Yuan) Basic EPS (RMB Yuan/share) 0.3966 0.0109 3,538.53% Diluted EPS (RMB Yuan/share) 0.3966 0.0109 3,538.53% Weighted average ROE (%) 14.58% 0.57% 14.01% 31 Mar. 2013 31 Dec. 2012 +/- (%) Total assets (RMB Yuan) 3,630,287,596.05 4,006,705,938.73 -9.39% Net assets attributable to shareholders of 1,739,477,277.31 1,502,852,915.53 15.75% the Company (RMB Yuan) Items and amounts of extraordinary gains and losses √ Applicable □ Inapplicable Unit: RMB Yuan Item 1 Jan. 2013-31 Mar. 2013 Explanation Gain/loss on the disposal of non-current assets (including the -2,187.01 offset part of the asset impairment provisions) Non-operating income and expense other than the above 159,838.38 Income tax effects -55,424.75 Total 213,076.12 -- II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders Unit: share Total number of shareholders at the 45,005 period-end 3 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Shareholdings of top 10 shareholders Number of Pledged or frozen shares Name of Nature of Shareholding Total shares held restricted shares shareholder shareholder percentage (%) at the period-end Status of shares Number of shares held SHENZHEN CONSTRUCTIO N State-owned 54.33% 323,783,371 293,984,417 INVESTMENT corporation HOLDINGS COMPANY SHENZHEN INVESTMENT State-owned 9.49% 56,582,573 56,582,573 MANAGEMENT corporation CORPORATION SHENZHEN GUO MAO CENTER State-owned 0.42% 2,514,781 0 PROPERTY corporation MANAGERME NT COMPANY GUOSEN SECURITIES-C LIENT CREDIT Domestic COLLATERAL non-state-owned 0.32% 1,907,245 0 SECURITIES corporation TRADING ACCOUNT SHENZHEN Domestic DUTY-FREE non-state-owned 0.29% 1,730,300 1,730,300 COMMODITY corporation CO., LTD. Domestic natural LONG KEYI 0.23% 1,348,500 0 person CHINA MERCHANTS SECURITIES-C Domestic LIENT CREDIT non-state-owned 0.19% 1,126,829 0 COLLATERAL corporation SECURITIES TRADING 4 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 ACCOUNT Domestic natural CHEN LIYING 0.17% 1,007,151 0 person GUOTAI JUNAN Foreign SECURITIES(H 0.16% 945,604 0 corporation ONGKONG) LIMITED GUOTAI JUNAN SECURITIES CO., LTD. CLIENT Domestic CREDIT non-state-owned 0.12% 741,623 0 COLLATERAL corporation SECURITIES TRADING ACCOUNT Shareholdings of top 10 non-restricted shareholders Variety of shares Name of shareholder Number of non-restricted shares held Variety Number SHENZHEN CONSTRUCTION RMB ordinary INVESTMENT HOLDINGS 29,798,954 29,798,954 shares COMPANY SHENZHEN GUO MAO CENTER RMB ordinary PROPERTY MANAGERMENT 2,514,781 2,514,781 shares COMPANY GUOSEN SECURITIES-CLIENT CREDIT COLLATERAL RMB ordinary 1,907,245 1,907,245 SECURITIES TRADING shares ACCOUNT RMB ordinary LONG KEYI 1,348,500 1,348,500 shares CHINA MERCHANTS SECURITIES-CLIENT CREDIT RMB ordinary COLLATERAL SECURITIES 1,126,829 1,126,829 shares TRADING ACCOUNT 5 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Domestically CHEN LIYING 1,007,151 listed foreign 1,007,151 shares GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 945,604 listed foreign 945,604 LIMITED shares GUOTAI JUNAN SECURITIES CO., LTD. CLIENT CREDIT RMB ordinary COLLATERAL SECURITIES 741,623 741,623 shares TRADING ACCOUNT RMB ordinary SUN YIWEI 706,200 706,200 shares RMB ordinary WEN QIMIN 675,750 675,750 shares The first and second principal shareholders of the Company are managed by Shenzhen Explanation on associated Investment Holding Corporation, the actual controlling shareholder of the Company. The relationship or persons acting in third shareholder is the wholly-owned subsidiary company indirectly controlled by the concert among the above-mentioned Company. Except for these, the Company is not aware of whether there exists associated shareholders relationship or concerted action among the other seven shareholders. 6 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Section III. Significant Events I. Significant changes of the major accounting statement items and financial indicators for the reporting period, as well as the reasons for these changes 1. Prepayments stood at RMB 27,036,496.12, down 58.22% over the year-begin, which was mainly because some projects were carried over upon satisfaction of the carry-over conditions and the formerly prepaid taxes and fares were transferred to the item of taxes and fares payable. 2. Other receivables stood at RMB 10,542,828.06, up 65.46% over the year-begin, which was mainly because the temporarily unsettled electricity and water charges paid by the subsidiaries on behalf of others increased. 3. Short-term borrowings stood at RMB 120,000,000.00, down 66.67% over the year-begin, which was mainly because mature loans were repaid. 4. Accounts received in advance stood at RMB 147,707,818.55, down 78.22% over the year-begin, which was mainly because the advances from house buyers were carried over upon satisfaction of the carry-over conditions. 5. Long-term borrowings stood at RMB 25,635,802.97, up 32.71% over the year-begin, which was mainly because the borrowings secured by subsidiaries increased. 6. Deferred income tax liabilities stood at RMB 0.00, down 10.00% over the year-begin, which was mainly because some projects were carried over upon satisfaction of the carry-over conditions and the taxable difference decreased. 7. Retained profit stood at RMB 982,451,773.77, up 31.68% over the year-begin, which was mainly because the Company achieved profit. 8. Operating revenues stood at RMB 876,432,175.84, up 585.52% over the same period of last year, which was mainly because the settled projects and the sales income generated by the projects both increased. 9. Operating costs stood at RMB 349,454,161.89, up 309.19% over the same period of last year, which was mainly because the carried-over area of real estate projects increased. 10. Business taxes and surtaxes stood at RMB 190,690,106.03, up 1586.13% over the same period of last year, which was mainly because the business tax, land VAT and some other taxes and fares increased due to the increased real estate income. 11. Financial expenses stood at RMB -2,062,675.50, down 280.76% over the same period of last year, which was mainly because the interest income increased. 12. Investment gains stood at RMB 1,641,004.15, up 59.43% over the same period of last year, which was mainly because the profit from joint ventures increased. 13. Investment gains on associates and joint ventures stood at RMB 1,641,004.15, up 59.43% over the same period of last year, which was mainly because the profit from the joint venture Shenzhen GUOMAO Tian’an Properties Co., Ltd. increased. 14. Net non-operating income/expense stood at RMB 157,651.37, down 68.34% over the same period of last year, which was mainly because in the same period of last year, subsidiaries gained from renewing vehicles and disposing old ones. 15. Income tax expenses stood at RMB 76,320,038.25, up 6268.73% over the same period of last year, which was mainly because the profit increased sharply. 7 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 16. Operating profit, total profit and net profit (attributable to the Company) stood at RMB 312,522,985.85, RMB 312,680,637.22 and RMB 236,360,598.97 respectively, up 4520.96%, 4206.26% and 3536.59% respectively over the same period of last year, which was mainly because the available-for-settlement area of the projects increased and the carried-over income increased sharply. 17. Net cash flows from operating activities stood at RMB 94,342,037.44, down 62.36% over the same period of last year, which was mainly because the capital inflows from sale of houses decreased and the project input increased. 18. Net cash flows from investing activities stood at RMB -1,242,000.30, with the net outflows up 549.78% over the same period of last year, which was mainly because in the reporting period, the cash paid to acquire fixed assets increased and in the same period of last year, some capital inflows were generated from subsidiaries renewing vehicles and disposing old ones. 19. Net increase in cash and cash equivalents stood at RMB -146,970,342.83, with the net outflows up 1045.34% over the same period of last year, which was mainly because the capital inflows from sale of houses decreased and the project input increased. 20. The closing balance of cash and cash equivalents stood at RMB 650,753,968.54, up 42.56% over the same period of last year, which was mainly because the opening balance of cash and cash equivalents was RMB 328 million higher than that of the same period of last year. II. Progress of significant events and analysis & explanations on their influence and solutions No new significant lawsuit or arbitration during the reporting period III. Commitments made by the Company or any shareholder with a shareholding over 5% in the reporting period or such commitments carried down into the reporting period Commitment Commitment Contents Fulfillment maker 1. The Company’s non-tradable share holders 1. Up to the date of public notice, Construction Holdings and Investment Construction Holdings and Investment Management Company made a common Holdings never sold shares of the commitment to abide by laws, regulations and Company. rules and perform prescribed commitment duties. 2. And they also made special commitments as (1) Up to the date of public notice, Shenzhen follows: Investment Holdings never sold shares of Commitments made Investment Non-tradable shares held by Construction the Company actually controlled. in a share reform Holdings Co., Holdings and Investment Management Company (2) In order to implement the Ltd. would not be traded or transferred within 36 commitment, the Company prepared to months since they acquired right of trade. After start the relevant affairs together with expiration of the aforesaid commitment, Investment Holdings, and disclosed the originally non-tradable shares sold through the Public Notice on Implementation of listing and trading system on the Shenzhen Stock Commitment of Share Merger Reform on Exchange should not exceed 5 percents of total Assets Replacement and Significant shares of the Company within 12 months, as well Related Transaction, which was reviewed 8 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 as not exceed 10 percents within 24 months. In and approved at the First Special case these companies acted against the above Shareholders’ General Meeting for 2010, commitment and sold shares of the Company, the for details, please refer to Public Notice on income from sales of the shares would belong to Resolutions of the First Special the Company. Shareholders’ General Meeting for 2010; 2. Investment Holdings made a commitment to Investment Holdings has applied to abide by laws, regulations and rules and perform Shenzhen Branch of China Securities prescribed commitment duties. And it also made Depository and Clearing Corporation special commitments as follows: Limited for freezing its actual controlled (1) Non-tradable shares held by Investment 30 million shares of the Company under Holdings would not be traded or transferred the name of Construction Holdings, now within 36 months since they acquired right of the frozen period is due and the frozen trade. After expiration of the aforesaid shares has been released. commitment, originally non-tradable shares sold (3) On 18 Mar. 2010, the Company held through the listing and trading system on the the Annual Shareholders’ General Meeting Shenzhen Stock Exchange should not exceed 5 2009, at which reviewed and approved percents of total shares of the Company within 12 Proposal on Application of Entrust Loan months, as well as not exceed 10 percents within from Controlling Shareholder. The 24 months. In case these companies acted against Shareholders’ General Meeting authorized the above commitment and sold shares of the the Board of Directors of the Company to Company, the income from sales of the shares deal with signature of entrusted loan would belong to the Company. agreement, renewal of loan, borrow a new (2) Within one year since the non-tradable shares loan to repay old within RMB 500 million held by Construction Holdings and Investment according to actual need of operation and Management Company controlled by Investment based on negotiation with Investment Holdings acquired the right of trading, Shenzhen Holdings and relevant banks. For details, Investment Holdings Co., Ltd will start up capital please refer to Public Notice on the injection to the Company, that is, Shenzhen Resolutions of Annual Shareholders’ Investment Holdings Co., Ltd will inject General Meeting on 19 Mar. 2010. On 28 legitimate capital no less than RMB 500 million Dec. 2010, Investment Holdings entrusted including land resource in lump sum or in batches Shenzhen Jingtian Sub-branch of China by replace or other legitimate way, will increase Everbright Bank to provide entrust loan of land reserves of the Company and enhance RMB 10 million for the Company’s profitability in the future. In case the aforesaid subsidiary Shenzhen ITC Vehicle Industry capital failed to start completely within one year, Co., Ltd.; from the end of report period to Shenzhen Investment Holdings Co., Ltd will the date of the public notice, Investment compensate 20% of reorganization capital failing Holdings has provided entrust loan of to start to the Company within 30 days when RMB 490 million for the Company. expiration of 1 year, and continued to implement (4) Up to the end of the reporting period, the capital injection which had been started. As the commitment had been completed. 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 9 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 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 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 up balance of net profit between the year and 2009 with cash. Commitments made in an acquisition Naught Naught Naught report or report on equity changes Commitments made Naught Naught Naught 10 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 in significant asset reorganization Commitments made Naught Naught Naught in share issuance Other commitments (including Naught Naught Naught supplementary ones) Up to the end of the reporting period, the commitments made by the controlling shareholder Shenzhen Investment Holdings Co., Ltd. had all been completed in time. IV. Predict the operating results of Jan.-Jun. 2013 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons: √ Applicable □ Inapplicable Prediction: significant increase in the same direction Type of the predicted data: interval data Jan.-Jun. 2013 Jan.-Jun. 2012 +/- (%) Predicted accumulative net 27,000 -- 30,000 9,841 Up 174% -- 205% profit (RMB Ten thousand) Basic EPS (RMB Yuan/share) 0.453 -- 0.5034 0.1651 Up 174% -- 205% Reason for the considerable fluctuation of the business results: The available-for-settlement projects and the sales income achieved both increased over the same period of last year. The “SZPRD Caitianyise” Project satisfied the conditions for carrying over into income in the reporting period. The part that could be carried over into income was mostly settled in the reporting period, resulting Explanation about the in a considerable increase in the total available-for-settlement area in the reporting period. The predictions aforesaid estimate was preliminary measurement given by the Company according to the current sales situation of real estate projects. Investors are kindly reminded to be noted that the actual earnings of the Company for Jan.-Jun. 2013 shall be subject to data disclosed in the Company’s 2013 Semi-annual Report. V. Securities investments Sharehold Sharehold Gain/loss Initial Number Number Closing ing ing for investmen of shares of shares book Variety of Code of Name of percentag percentag reporting Accounti Source of t cost held at held at value securities securities securities e at e at period ng title securities (RMB period-be period-en (RMB period-be period-en (RMB Yuan) gin d Yuan) gin d Yuan) Total 0.00 0 -- 0 -- 0.00 0.00 -- -- Explain shareholdings in other listed companies: 11 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Shareholdings in other listed companies: Shareholdi Gain/loss for Change of Code of Name of Initial investment Closing book value Accounting Source of ng in the reporting period owners’ equity in securities securities cost (RMB Yuan) (RMB Yuan) title securities investee (RMB Yuan) reporting period 000509 S*STHS 2,962,500.00 0.33% 802,199.55 0.00 0.00 Long-term Directional equity purchase of investment corporate shares Total 2,962,500.00 - 802,199.55 0.00 0.00 VI. Derivative investments Derivative investments held at period-end: □ Applicable √ Inapplicable VII. 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 Investor interaction The Company’s land in 8 Jan. 2013 Online reply Individual Investor platform Qianhai? Would the Company benefit Investor interaction 23 Jan. 2013 Online reply Individual Investor from the land reform of platform Shenzhen? Investor interaction The Company’s land 24 Jan. 2013 Online reply Individual Investor platform reserve? BOD Office of the 20 Mar. 2013 By phone Individual Investor Project progress? Company BOD Office of the Market expansion plan and 2 Apr. 2013 By phone Individual Investor Company progress? 12 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Section IV. Financial Statements I. Financial statements 1. Consolidated balance sheet Prepared by Shenzhen Properties & Resources Development (Group) Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 650,753,968.54 797,724,311.37 Settlement reserves Intra-group lendings Transactional financial assets Notes receivable Accounts receivable 80,402,598.04 76,584,008.68 Accounts paid in advance 27,036,496.12 64,714,990.11 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 10,542,828.06 6,371,689.34 Financial assets purchased under agreements to resell Inventories 2,116,445,490.28 2,300,674,551.14 Non-current assets due within 1 year Other current assets Total current assets 2,885,181,381.04 3,246,069,550.64 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets Held-to-maturity investments 13 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Long-term accounts receivable Long-term equity investment 74,890,353.85 84,249,349.70 Investing property 286,834,493.23 285,258,604.17 Fixed assets 73,973,820.12 78,821,168.21 Construction in progress 57,000.00 57,000.00 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 112,309,467.35 114,098,153.11 R&D expense Goodwill Long-term deferred expenses 3,563,478.51 3,644,288.40 Deferred income tax assets 193,477,601.95 194,507,824.50 Other non-current assets Total of non-current assets 745,106,215.01 760,636,388.09 Total assets 3,630,287,596.05 4,006,705,938.73 Current liabilities: Short-term borrowings 120,000,000.00 360,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable Accounts payable 291,526,211.56 298,525,752.32 Accounts received in advance 147,707,818.55 678,075,291.01 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 54,762,745.73 54,721,616.91 Tax payable 909,454,126.58 733,659,679.71 Interest payable Dividend payable Other accounts payable 176,604,652.55 195,045,649.98 14 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 15,659,888.32 14,909,888.32 year Other current liabilities Total current liabilities 1,715,715,443.29 2,334,937,878.25 Non-current liabilities: Long-term borrowings 25,635,802.97 19,316,666.64 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 2,739,089.94 Other non-current liabilities 148,596,985.42 145,997,301.31 Total non-current liabilities 174,232,788.39 168,053,057.89 Total liabilities 1,889,948,231.68 2,502,990,936.14 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 595,979,092.00 595,979,092.00 Capital reserves 63,783,019.03 63,783,019.03 Less: Treasury stock Specific reserves Surplus reserves 102,882,532.15 102,882,532.15 Provisions for general risks Retained profits 982,451,773.77 746,091,174.80 Foreign exchange difference -5,619,139.64 -5,882,902.45 Total equity attributable to owners of 1,739,477,277.31 1,502,852,915.53 the Company Minority interests 862,087.06 862,087.06 Total owners’ (or shareholders’) equity 1,740,339,364.37 1,503,715,002.59 Total liabilities and owners’ (or 3,630,287,596.05 4,006,705,938.73 shareholders’) equity 15 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Legal representative: Chen Yugang Chief of the accounting work: Wang Hangjun Chief of the accounting organ: Shen Xueying 2. Balance sheet of the Company Prepared by Shenzhen Properties & Resources Development (Group) Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 230,750,381.83 399,641,751.92 Transactional financial assets Notes receivable Accounts receivable 56,638,941.43 56,779,588.68 Accounts paid in advance 414,000.00 138,000.00 Interest receivable Dividend receivable Other accounts receivable 781,894,827.80 793,063,936.59 Inventories 324,442,304.42 324,442,304.42 Non-current assets due within 1 year 475,000,000.00 475,000,000.00 Other current assets Total current assets 1,869,140,455.48 2,049,065,581.61 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 307,178,114.83 316,537,110.68 Investing property 191,489,739.51 193,719,444.41 Fixed assets 17,288,984.32 18,999,543.38 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets R&D expense 16 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Goodwill Long-term deferred expenses 1,773,006.18 1,816,250.25 Deferred income tax assets Other non-current assets Total of non-current assets 517,729,844.84 531,072,348.72 Total assets 2,386,870,300.32 2,580,137,930.33 Current liabilities: Short-term borrowings Transactional financial liabilities Notes payable Accounts payable 33,664,931.14 33,664,931.14 Accounts received in advance 426,641.50 Employee’s compensation payable 12,256,897.03 10,017,975.02 Tax payable 2,038,047.10 2,092,132.57 Interest payable Dividend payable Other accounts payable 1,301,155,360.58 1,503,502,567.38 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 1,349,115,235.85 1,549,704,247.61 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities 1,851,595.90 1,851,595.90 Total non-current liabilities 1,851,595.90 1,851,595.90 Total liabilities 1,350,966,831.75 1,551,555,843.51 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 595,979,092.00 595,979,092.00 Capital reserves 37,754,232.28 37,754,232.28 17 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Less: Treasury stock Specific reserves Surplus reserves 102,225,721.71 102,225,721.71 Provisions for general risks Retained profits 299,944,422.58 292,623,040.83 Foreign exchange difference Total owners’ (or shareholders’) equity 1,035,903,468.57 1,028,582,086.82 Total liabilities and owners’ (or 2,386,870,300.32 2,580,137,930.33 shareholders’) equity Legal representative: Chen Yugang Chief of the accounting work: Wang Hangjun Chief of the accounting organ: Shen Xueying 3. Consolidated income statement Prepared by Shenzhen Properties & Resources Development (Group) Ltd. Unit: RMB Yuan Item Jan.-Mar. 2013 Jan.-Mar. 2012 I. Operating revenues 876,432,175.84 127,849,357.00 Including: Sales income 876,432,175.84 127,849,357.00 Interest income Premium income Handling charge and commission income II. Total operating cost 565,550,194.14 122,115,490.43 Including: Cost of sales 349,454,161.89 85,402,341.79 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 190,690,106.03 11,309,324.96 18 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Selling and distribution expenses 2,370,494.97 2,811,219.62 Administrative expenses 25,098,106.75 23,152,563.62 Financial expenses -2,062,675.50 -541,728.12 Asset impairment loss -18,231.44 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 1,641,004.15 1,029,288.90 means loss) Including: share of profits in associates 1,641,004.15 1,029,288.90 and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 312,522,985.85 6,763,155.47 Add: non-operating income -67,667.25 625,782.85 Less: non-operating expense -225,318.62 127,869.07 Including: loss from non-current asset 2,187.01 disposal IV. Total profit (“-” means loss) 312,680,637.22 7,261,069.25 Less: Income tax expense 76,320,038.25 1,198,355.66 V. Net profit (“-” means loss) 236,360,598.97 6,062,713.59 Including: Net profit achieved by combined parties before the 753,391.03 combinations Attributable to owners of the 236,360,598.97 6,499,517.04 Company Minority shareholders’ income -436,803.45 VI. Earnings per share -- -- (I) Basic earnings per share 0.3966 0.0109 (II) Diluted earnings per share 0.3966 0.0109 Ⅶ. Other comprehensive incomes 263,762.81 8,472.72 Ⅷ. Total comprehensive incomes 236,624,361.78 6,071,186.31 Attributable to owners of the 236,624,361.78 6,507,989.76 Company Attributable to minority -436,803.45 shareholders Legal representative: Chen Yugang Chief of the accounting work: Wang Hangjun 19 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Chief of the accounting organ: Shen Xueying 4. Income statement of the Company Prepared by Shenzhen Properties & Resources Development (Group) Ltd. Unit: RMB Yuan Item Jan.-Mar. 2013 Jan.-Mar. 2012 I. Sales income 12,703,771.79 11,128,015.57 Less: cost of sales 5,496,276.74 4,290,643.86 Business taxes and surcharges 2,033,707.65 1,972,242.33 Distribution expenses Administrative expenses 9,467,112.70 8,192,719.51 Financial costs -987,296.04 -518,298.64 Impairment loss 49,790.13 29,045.14 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means 10,551,004.15 10,462,897.34 loss) Including: income form investment on 1,641,004.15 1,029,288.90 associates and joint ventures II. Business profit (“-” means loss) 7,195,184.76 7,624,560.71 Add: non-business income 128,384.00 811.93 Less: non-business expense 2,187.01 45,450.00 Including: loss from non-current asset 2,187.01 disposal III. Total profit (“-” means loss) 7,321,381.75 7,579,922.64 Less: income tax expense IV. Net profit (“-” means loss) 7,321,381.75 7,579,922.64 V. Earnings per share -- -- (I) Basic earnings per share 0.0123 0.0127 (II) Diluted earnings per share 0.0123 0.0127 VI. Other comprehensive income VII. Total comprehensive income 7,321,381.75 7,579,922.64 Legal representative: Chen Yugang Chief of the accounting work: Wang Hangjun Chief of the accounting organ: Shen Xueying 20 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 5. Consolidated cash flow statement Prepared by Shenzhen Properties & Resources Development (Group) Ltd. Unit: RMB Yuan Item Jan.-Mar. 2013 Jan.-Mar. 2012 I. Cash flows from operating activities: Cash received from sale of 356,466,943.51 447,549,564.77 commodities and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received Other cash received relating to 15,570,116.13 5,954,809.19 operating activities Subtotal of cash inflows from operating 372,037,059.64 453,504,373.96 activities Cash paid for goods and services 125,769,405.55 86,071,321.48 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks 21 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 61,266,668.10 52,971,964.59 Various taxes paid 54,479,606.75 29,776,481.08 Other cash payment relating to 36,179,341.80 34,061,373.77 operating activities Subtotal of cash outflows from 277,695,022.20 202,881,140.92 operating activities Net cash flows from operating activities 94,342,037.44 250,623,233.04 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 4,198.00 735,000.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from 4,198.00 735,000.00 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 1,246,198.30 926,142.51 assets Cash paid for investment Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 1,246,198.30 926,142.51 investing activities Net cash flows from investing activities -1,242,000.30 -191,142.51 22 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 9,785,803.00 26,000,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 9,785,803.00 26,000,000.00 activities Repayment of borrowings 242,716,666.67 274,411,878.67 Cash paid for interest expenses and 7,120,339.98 13,641,688.18 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 1,210,000.00 financing activities Sub-total of cash outflows from 249,837,006.65 289,263,566.85 financing activities Net cash flows from financing activities -240,051,203.65 -263,263,566.85 IV. Effect of foreign exchange rate -19,176.32 -543.33 changes on cash and cash equivalents V. Net increase in cash and cash -146,970,342.83 -12,832,019.65 equivalents Add: Opening balance of cash and 797,724,311.37 469,313,741.57 cash equivalents VI. Closing balance of cash and cash 650,753,968.54 456,481,721.92 equivalents Legal representative: Chen Yugang Chief of the accounting work: Wang Hangjun Chief of the accounting organ: Shen Xueying 6. Cash flow statement of the Company Prepared by Shenzhen Properties & Resources Development (Group) Ltd. 23 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Unit: RMB Yuan Item Jan.-Mar. 2013 Jan.-Mar. 2012 I. Cash flows from operating activities: Cash received from sale of 12,635,373.50 11,151,544.78 commodities and rendering of service Tax refunds received Other cash received relating to 187,790,573.66 202,223,706.53 operating activities Subtotal of cash inflows from operating 200,425,947.16 213,375,251.31 activities Cash paid for goods and services 786,302.77 668,462.85 Cash paid to and for employees 2,852,904.48 2,342,191.58 Various taxes paid 2,597,792.56 2,249,948.02 Other cash payment relating to 371,628,646.44 162,259,991.40 operating activities Subtotal of cash outflows from 377,865,646.25 167,520,593.85 operating activities Net cash flows from operating activities -177,439,699.09 45,854,657.46 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on 8,910,000.00 9,433,666.67 investments Net cash received from disposal of fixed assets, intangible assets and other 4,198.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from 8,914,198.00 9,433,666.67 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 365,869.00 1,755,118.51 assets Cash paid for investment Net cash paid to acquire subsidiaries and other business units 24 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 Other cash payments relating to investing activities Subtotal of cash outflows from 365,869.00 1,755,118.51 investing activities Net cash flows from investing activities 8,548,329.00 7,678,548.16 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing activities Repayment of borrowings Cash paid for interest expenses and distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from financing activities Net cash flows from financing activities IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash -168,891,370.09 53,533,205.62 equivalents Add: Opening balance of cash and 399,641,751.92 83,846,009.34 cash equivalents VI. Closing balance of cash and cash 230,750,381.83 137,379,214.96 equivalents Legal representative: Chen Yugang Chief of the accounting work: Wang Hangjun Chief of the accounting organ: Shen Xueying II. Audit report Is this report audited? 25 Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2013 □ Yes √ No 26