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深物业B:2013年第一季度报告全文(英文版)2013-04-26  

						                     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