Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Shenzhen Properties & Resources Development (Group) Ltd. Report for the First Quarter of 2014 Apr. 2014 1 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. 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. Mr. Chen Yugang, company principal, Mr. Wang Hangjun, chief of the accounting work, Mr. Gong Sixin, CFO and Ms. 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 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Section II. Financial Highlights & Change of Shareholders I. Major accounting data and financial indexes Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No Jan.-Mar. 2014 Jan.-Mar. 2013 YoY increase/decrease (%) Operating revenues (RMB Yuan) 194,462,902.01 876,432,175.84 -77.81% Net profit attributable to shareholders of 27,725,441.51 236,360,598.97 -88.27% the Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains and 24,910,981.85 236,147,522.85 -89.45% losses (RMB Yuan) Net cash flows from operating activities -33,493,465.85 94,342,037.44 -135.5% (RMB Yuan) Basic EPS (RMB Yuan/share) 0.0465 0.3966 -88.28% Diluted EPS (RMB Yuan/share) 0.0465 0.3966 -88.28% Weighted average ROE (%) 1.53% 14.58% -13.05% 31 Mar. 2014 31 Dec. 2013 Increase/decrease (%) Total assets (RMB Yuan) 3,768,575,907.05 3,873,252,714.32 -2.7% Net assets attributable to shareholders of 1,830,091,671.56 1,802,781,292.68 1.51% the Company (RMB Yuan) Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Mar. 2014 Note Gains/losses on the disposal of non-current assets (including the Gain on disposal of investing real 3,318,784.27 offset part of asset impairment provisions) estate Other non-operating income and expenses other than the above 358,997.92 Less: Income tax effects 863,322.53 Total 2,814,459.66 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable 3 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. II. Total number of shareholders at the period-end and shares held by the top ten shareholders Unit: Share Total number of shareholders at the 44,249 period-end Shares held by the top ten shareholders Number of the Pledged or frozen shares Nature of Shareholding Number of the Name of shareholder restricted shares Number of shareholder percentage (%) shares held Status of shares held shares SHENZHEN Pledged 0 State-owned CONSTRUCTION corporation INVESTMENT 54.33% 323,796,324 293,997,370 State-owned Frozen 0 HOLDINGS corporation CORPORATION SHENZHEN Pledged 0 INVESTMENT State-owned 9.49% 56,582,573 56,582,573 MANAGEMENT corporation Frozen 0 CORPORATION SHENZHEN Pledged 0 GUOMAO State-owned PROPERTY 0.32% 1,881,841 0 corporation Frozen 0 MANAGERMENT CO., LTD. SHENZHEN Pledged 0 DUTY-FREE Domestic COMMODITY non-state-owned 0.29% 1,730,300 1,730,300 Frozen 0 ENTERPRISES corporation CO., LTD. Domestic natural Pledged 0 Zhou Kechan 0.23% 1,376,800 0 person Frozen 0 Domestic natural Pledged 0 Long Keyi 0.19% 1,102,600 0 person Frozen 0 Domestic natural Pledged 0 Liu Yunde 0.18% 1,100,400 0 person Frozen 0 Domestic natural Pledged 0 Chen Liying 0.17% 1,036,051 0 person Frozen 0 GUOTAI JUNAN Foreign Pledged 0 0.17% 987,500 0 SECURITIES corporation Frozen 0 4 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. (HONGKONG) LIMITED Domestic natural Pledged 0 Zhong Laiqun 0.14% 812,700 0 person Frozen 0 Shares held by the top ten non-restricted share holders Type of shares Name of shareholder Number of non-restricted shares held Type Number SHENZHEN CONSTRUCTION RMB ordinary INVESTMENT HOLDINGS 29,798,954 29,798,954 shares CORPORATION SHENZHEN GUOMAO PROPERTY RMB ordinary 1,881,841 1,881,841 MANAGERMENT CO., LTD. shares RMB ordinary Zhou Kechan 1,376,800 1,376,800 shares RMB ordinary Long Keyi 1,102,600 1,102,600 shares RMB ordinary Liu Yunde 1,100,400 1,100,400 shares Domestically Chen Liying 1,036,051 listed foreign 1,036,051 shares Domestically GUOTAI JUNAN SECURITIES 987,500 listed foreign 987,500 (HONGKONG) LIMITED shares RMB ordinary Zhong Laiqun 812,700 812,700 shares RMB ordinary Huang Fenghua 793,437 793,437 shares China and Kazakhstan Hope RMB ordinary Mechanical & Electrical Equipment 783,300 783,300 shares (Beijing) Co., Ltd. The first shareholder is managed by Shenzhen Investment Holding Corporation, the actual Explanation on associated relationship controlling shareholder of the Company. And the second shareholder is a wholly-funded or persons acting in concert among the subsidiary of the Company. Other than that, it is unknown whether the remaining 8 above-mentioned shareholders shareholders are related parties or acting-in-concert parties. Shareholders taking part in margin financing and securities lending (if Naught any) Did any shareholder of the Company carry out an agreed buy-back in the reporting period? 5 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. □ Yes √ No 6 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. 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. Other receivables stood at RMB 10,321,969.11 at the end of the reporting period, up 30.34% from the opening amount, which was mainly because the utilities that were paid by subsidiaries on behalf of their clients and not yet cleared with them, etc. increased. 2. Short-term borrowings stood at RMB 180,000,000.00 at the end of the reporting period, down 40.00% from the opening amount, which was mainly because the mature borrowings were repaid in the reporting period. 3. Operating revenues for the reporting period stood at RMB 194,462,902.01, down 77.81% from the same period of last year, which was mainly because in the same period of last year, the Caitianyise project reached the conditions to carry over income and the incomes available for carryover were all settled in that period. 4. Operating costs for the reporting period stood at RMB 99,128,200.24, down 71.63% from the same period of last year, which was mainly because the area of real estate available for income carryover decreased. 5. Business tax and surtaxes for the reporting period stood at RMB 35,390,468.29, down 81.44% from the same period of last year, which was mainly because the real estate income decreased and the business tax, land VAT and other taxes and fares decreased accordingly. 6. Selling expenses for the reporting period stood at RMB 1,632,556.99, down 31.13% from the same period of last year, which was mainly because the Company enhanced cost control and brought down the marketing expenses. 7. Financial expenses for the reporting period stood at RMB -3,070,845.42 and the amount for the same period of last year at RMB -2,062,675.50, with both being income and the former up 48.88% from the latter, which was mainly because the interest income increased. 8. Investment gain for the reporting period stood at RMB 519,419.20, down 68.35% from the same period of last year, which was mainly because the gain on joint ventures decreased. 9. Investment gain on associates and joint ventures for the reporting period stood at RMB 519,419.20, down 68.35% from the same period of last year, which was mainly because joint venture Shenzhen Guomao Tian’an Properties Co., Ltd recorded decreased profit. 10. Net non-operating income for the reporting period stood at RMB 358,997.92, up 127.72% from the same period of last year, which was mainly because the fine and confiscation income increased. 11. Income tax expenses for the reporting period stood at RMB 9,876,642.47, down 87.06% from the same period of last year, which was mainly because the profit decreased. 12. Operating profit, total profit and net profit (attributable to the Company) for the reporting period stood at RMB 37,243,086.06, RMB 37,602,083.98 and RMB 27,725,441.51 respectively, down 88.08%, 87.97% and 88.27% respectively from the same period of last year, which was mainly because the real estate area available for settlement decreased, causing a considerable decrease in the real estate income. 13. Net cash flows from operating activities for the reporting period stood at RMB -33,493,465.85, down 135.50% from the same period of last year, which was mainly because the incoming funds from sale of houses decreased. 7 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. 14. Net cash flows from investing activities for the reporting period stood at RMB -692,619.00, with the net cash outflows down 44.23% from the same period of last year, which was mainly because the incoming funds from disposal of old vehicles in the vehicle renewal by subsidiaries increased and the outgoing funds for acquisition of fixed assets decreased. 15. Net cash flows from financing activities for the reporting period stood at RMB -130,737,637.64, with the net cash outflows down 45.54% from the same period of last year, which was mainly because cash repayments decreased. II. Progress and influence of significant events, as well as the analysis and explanation on solutions The Company made the board of director resolution on the 4th Session of the 7th Board of Directors on 25 Nov. 2011, which planed to make bankruptcy liquidation of the subordinate wholly-owned subsidiary—Hainan Xinda Development Corporation (hereinafter referred to as “Hainan Company”) (see details to the Announcement on the Resolution of the Board of Directors disclosed on 28 Nov. 2011). On 26 Sep. 2013, the Company based on the reason that Hainan Company had been in the serious deficit state for years which could not pay off the matured debts, applied for the bankruptcy liquidation of Hainan Company to the Haikou Intermediate People's Court in Hainan Province (hereinafter referred to as “Haikou Intermediate Court”). On 14 Mar.2014, the Company received the Civil Ruling Paper of (2013) HZFP(Y) Z No. 7 which issued by Haikou Intermediate Court, of which the relevant situations of the judgment and acceptance of the application of the Company for the bankruptcy liquidation of Hainan Company were as follows: The Haikou Intermediate Court considered that: because the domicile of Xinda Company was in Xinda Business Building, No. 48 of Guomao Road, Haikou and the Company was approved and registered by Industrial and commercial Administration Bureau of Hainan Province, the Haikou Intermediate Court had the right of jurisdiction of the case. Because the Xinda Company could not pay off the matured debts, the Shenzhen Properties & Resources Development (Group) Ltd. put forward that the application of the bankruptcy liquidation of the Xinda Company was met with the acceptance conditions. According to the regulations of the first paragraph of article 2, the article 3 and the second paragraph of article 7 of The Enterprise Bankruptcy Law of PRC, the verdicts were as follows: accepted the application of the proposer—Shenzhen Properties & Resources Development (Group) Ltd. of the bankruptcy liquidation of the respondent--Hainan Xinda Development Corporation and the verdict came into affect from the date. The Company had made full provision of the accounting of the Hainan Company and the bankruptcy liquidation had no influence on the financial condition of the Company. Website index to the disclosed relevant Overview of the significant event Date of disclosure interim report Announcement on the Process of the Bankruptcy Liquidation of the Hainan 15 Mar. 2014 http//www.cninfo.com.cn Company III. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such commitments carried down into the reporting period Naught 8 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. IV. Predict the operating results of Jan.-Jun. 2014 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: exact quantity Jan.-Jun. 2014 Jan.-Jun. 2013 +/- (%) Predicted accumulative net 12,000 35,360 Down 66.06% profit (RMB Ten thousand) Basic EPS (RMB Yuan/share) 0.2013 0.5933 Down 66.06% Main reason for the considerable fluctuation of the business results: 1. There was no any newly increased sales project during the reporting period and project sold was mainly the remaining building, which led the sales income achieved decreased over the same period of last year; 2. The “SZPRD Caitianyise” Project of the same period of last year satisfied the conditions for carrying over into income in the reporting period. The part that could be carried over into income was mostly Explanation about the settled in the same period of last year, resulting in a considerable decrease of the total predictions available-for-settlement area of Jan.-Jun. 2014 over the same period of last year. The 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. 2014 shall be subject to data disclosed in the Company’s 2014 Semi-annual Report. V. Securities investment Code of Abbreviati Intial investment Percentage Equity changes securities on of amount of equities Gain/loss for report of the owner in Accounting Source of Closing book value securities period the reporting title stock period 000509 *ST China 2,962,500.00 0.10% 802,199.55 0.00 0.00 Long-term Directional Plastic equity purchase of investment the corporate shares Total 2,962,500.00 - 802,199.55 0.00 0.00 VI. Investments in derivatives Naught 9 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. 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 The Shenzhen Situation of the overweight Stock Exchange 8 Jan. 2014 Other Individual Investor of the shares of the Investors Company. interactive platform The Shenzhen Stock Exchange Situation of the dividends 3 Feb. 2014 Other Individual Investor Investors of the Company. interactive platform The Shenzhen Situation of the Stock Exchange 9 Feb. 2014 Other Individual Investor construction of the Investors Dongguan Project. interactive platform The Shenzhen Stock Exchange Situation of the sales of the 10 Feb. 2014 Other Individual Investor Investors Xuzhou Project interactive platform The Shenzhen Stock Exchange Situation of the Company’s 4 Mar. 2014 Other Individual Investor Investors earnings preannouncement. interactive platform 10 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. 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 812,653,140.95 977,171,814.20 Settlement reserves Intra-group lendings Transactional financial assets Notes receivable Accounts receivable 27,803,524.05 22,208,022.21 Accounts paid in advance 38,427,463.73 35,904,799.33 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 10,321,969.11 7,919,365.82 Financial assets purchased under agreements to resell Inventories 2,160,918,309.67 2,101,399,879.93 Non-current assets due within 1 year Other current assets Total current assets 3,050,124,407.51 3,144,603,881.49 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets Held-to-maturity investments 11 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Long-term accounts receivable Long-term equity investment 78,933,550.42 78,414,131.22 Investing property 267,927,447.04 273,314,623.03 Fixed assets 71,949,496.17 75,301,015.72 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 105,156,964.31 106,945,090.07 R&D expense Goodwill Long-term deferred expenses 2,949,301.25 3,081,383.99 Deferred income tax assets 191,534,740.35 191,592,588.80 Other non-current assets Total of non-current assets 718,451,499.54 728,648,832.83 Total assets 3,768,575,907.05 3,873,252,714.32 Current liabilities: Short-term borrowings 180,000,000.00 300,000,000.00 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 236,748,987.85 265,697,047.64 Accounts received in advance 150,089,069.75 141,082,677.48 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 53,888,041.92 50,023,230.98 Tax payable 875,233,112.74 865,513,058.59 Interest payable 713,429.72 934,568.21 Dividend payable Other accounts payable 121,925,658.65 123,967,110.64 12 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 68,543,221.61 67,009,888.28 year Other current liabilities Total current liabilities 1,687,141,522.24 1,814,227,581.82 Non-current liabilities: Long-term borrowings 111,243,352.00 116,243,352.00 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities 139,237,274.19 139,138,400.76 Total non-current liabilities 250,480,626.19 255,381,752.76 Total liabilities 1,937,622,148.43 2,069,609,334.58 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 595,979,092.00 595,979,092.00 Capital reserves 120,086,646.43 120,086,646.43 Less: Treasury stock Specific reserves Surplus reserves 121,542,385.81 121,542,385.81 Provisions for general risks Retained profits 999,997,326.46 972,271,884.95 Foreign exchange difference -7,513,779.14 -7,098,716.51 Total equity attributable to owners of 1,830,091,671.56 1,802,781,292.68 the Company Minority interests 862,087.06 862,087.06 Total owners’ (or shareholders’) equity 1,830,953,758.62 1,803,643,379.74 Total liabilities and owners’ (or 3,768,575,907.05 3,873,252,714.32 shareholders’) equity 13 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun Chief of the accounting division: 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 315,337,868.46 420,568,966.65 Transactional financial assets Notes receivable Accounts receivable 976,243.99 1,158,087.49 Accounts paid in advance 1,168,707.48 429,546.00 Interest receivable 631,400.00 Dividend receivable Other accounts receivable 1,566,369,410.82 1,104,282,291.68 Inventories 328,592,796.02 326,684,862.09 Non-current assets due within 1 year Other current assets 150,000,000.00 Total current assets 2,212,445,026.77 2,003,755,153.91 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 311,221,311.40 310,701,892.20 Investing property 178,160,472.15 181,492,088.46 Fixed assets 15,264,712.12 15,709,482.23 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets R&D expense 14 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Goodwill Long-term deferred expenses 1,600,029.90 1,643,273.97 Deferred income tax assets Other non-current assets 130,000,000.00 Total of non-current assets 506,246,525.57 639,546,736.86 Total assets 2,718,691,552.34 2,643,301,890.77 Current liabilities: Short-term borrowings 120,000,000.00 240,000,000.00 Transactional financial liabilities Notes payable Accounts payable 27,494,828.86 28,121,986.86 Accounts received in advance 12,352,200.00 12,801,629.50 Employee’s compensation payable 10,468,494.10 8,230,148.81 Tax payable 1,603,893.92 2,051,845.65 Interest payable 220,000.00 433,972.60 Dividend payable Other accounts payable 1,070,103,315.67 1,136,178,056.53 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 1,242,242,732.55 1,427,817,639.95 Non-current liabilities: Long-term borrowings 260,000,000.00 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 260,000,000.00 Total liabilities 1,502,242,732.55 1,427,817,639.95 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 595,979,092.00 595,979,092.00 Capital reserves 94,057,859.68 94,057,859.68 15 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Less: Treasury stock Specific reserves Surplus reserves 120,885,575.37 120,885,575.37 Provisions for general risks Retained profits 405,526,292.74 404,561,723.77 Foreign exchange difference Total owners’ (or shareholders’) equity 1,216,448,819.79 1,215,484,250.82 Total liabilities and owners’ (or 2,718,691,552.34 2,643,301,890.77 shareholders’) equity Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun Chief of the accounting division: Shen Xueying 3. Consolidated income statement Prepared by Shenzhen Properties & Resources Development (Group) Ltd. Unit: RMB Yuan Item Jan.-Mar. 2014 Jan.-Mar. 2013 I. Operating revenues 194,462,902.01 876,432,175.84 Including: Sales income 194,462,902.01 876,432,175.84 Interest income Premium income Handling charge and commission income II. Total operating cost 157,739,235.15 565,550,194.14 Including: Cost of sales 99,128,200.24 349,454,161.89 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 35,390,468.29 190,690,106.03 16 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Selling and distribution expenses 1,632,556.99 2,370,494.97 Administrative expenses 24,658,855.05 25,098,106.75 Financial expenses -3,070,845.42 -2,062,675.50 Asset impairment loss Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 519,419.20 1,641,004.15 means loss) Including: share of profits in associates 519,419.20 1,641,004.15 and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 37,243,086.06 312,522,985.85 Add: non-operating income 369,039.53 -67,667.25 Less: non-operating expense 10,041.61 -225,318.62 Including: loss from non-current asset 2,187.01 disposal IV. Total profit (“-” means loss) 37,602,083.98 312,680,637.22 Less: Income tax expense 9,876,642.47 76,320,038.25 V. Net profit (“-” means loss) 27,725,441.51 236,360,598.97 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the 27,725,441.51 236,360,598.97 Company Minority shareholders’ income VI. Earnings per share -- -- (I) Basic earnings per share 0.0465 0.3966 (II) Diluted earnings per share 0.0465 0.3966 VII. Other comprehensive incomes -415,062.63 263,762.81 VIII. Total comprehensive incomes 27,310,378.88 236,624,361.78 Attributable to owners of the 27,310,378.88 236,624,361.78 Company Attributable to minority shareholders Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun 17 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Chief of the accounting division: Shen Xueying 4. Income statement of the Company Prepared by Shenzhen Properties & Resources Development (Group) Ltd. Unit: RMB Yuan Item Jan.-Mar. 2014 Jan.-Mar. 2013 I. Sales income 12,230,762.00 12,703,771.79 Less: cost of sales 4,263,271.83 5,496,276.74 Business taxes and surcharges 1,698,362.81 2,033,707.65 Distribution expenses Administrative expenses 9,175,383.85 9,467,112.70 Financial costs -38,358.72 -987,296.04 Impairment loss 92,383.07 49,790.13 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means 3,897,819.20 10,551,004.15 loss) Including: income form investment on 519,419.20 1,641,004.15 associates and joint ventures II. Business profit (“-” means loss) 937,538.36 7,195,184.76 Add: non-business income 27,030.61 128,384.00 Less: non-business expense 2,187.01 Including: loss from non-current asset 2,187.01 disposal III. Total profit (“-” means loss) 964,568.97 7,321,381.75 Less: income tax expense IV. Net profit (“-” means loss) 964,568.97 7,321,381.75 V. Earnings per share -- -- (I) Basic earnings per share 0.0016 0.0123 (II) Diluted earnings per share 0.0016 0.0123 VI. Other comprehensive income VII. Total comprehensive income 964,568.97 7,321,381.75 Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun Chief of the accounting division: Shen Xueying 18 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. 5. Consolidated cash flow statement Prepared by Shenzhen Properties & Resources Development (Group) Ltd. Unit: RMB Yuan Item Jan.-Mar. 2014 Jan.-Mar. 2013 I. Cash flows from operating activities: Cash received from sale of 214,711,207.68 356,466,943.51 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 5,748,576.80 15,570,116.13 operating activities Subtotal of cash inflows from operating 220,459,784.48 372,037,059.64 activities Cash paid for goods and services 130,670,702.37 125,769,405.55 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks 19 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. 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 62,076,065.42 61,266,668.10 Various taxes paid 38,825,818.53 54,479,606.75 Other cash payment relating to 22,380,664.01 36,179,341.80 operating activities Subtotal of cash outflows from 253,953,250.33 277,695,022.20 operating activities Net cash flows from operating activities -33,493,465.85 94,342,037.44 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 273,000.00 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 273,000.00 4,198.00 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 965,619.00 1,246,198.30 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 965,619.00 1,246,198.30 investing activities Net cash flows from investing activities -692,619.00 -1,242,000.30 20 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. 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 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 9,785,803.00 activities Repayment of borrowings 123,466,666.67 242,716,666.67 Cash paid for interest expenses and 7,182,970.97 7,120,339.98 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 88,000.00 financing activities Sub-total of cash outflows from 130,737,637.64 249,837,006.65 financing activities Net cash flows from financing activities -130,737,637.64 -240,051,203.65 IV. Effect of foreign exchange rate 405,049.24 -19,176.32 changes on cash and cash equivalents V. Net increase in cash and cash -164,518,673.25 -146,970,342.83 equivalents Add: Opening balance of cash and 977,171,814.20 797,724,311.37 cash equivalents VI. Closing balance of cash and cash 812,653,140.95 650,753,968.54 equivalents Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun Chief of the accounting division: Shen Xueying 6. Cash flow statement of the Company Prepared by Shenzhen Properties & Resources Development (Group) Ltd. 21 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Unit: RMB Yuan Item Jan.-Mar. 2014 Jan.-Mar. 2013 I. Cash flows from operating activities: Cash received from sale of 11,794,372.00 12,635,373.50 commodities and rendering of service Tax refunds received Other cash received relating to 32,132,638.04 187,790,573.66 operating activities Subtotal of cash inflows from operating 43,927,010.04 200,425,947.16 activities Cash paid for goods and services 1,955,008.94 786,302.77 Cash paid to and for employees 3,653,091.62 2,852,904.48 Various taxes paid 2,608,644.61 2,597,792.56 Other cash payment relating to 561,398,481.06 371,628,646.44 operating activities Subtotal of cash outflows from 569,615,226.23 377,865,646.25 operating activities Net cash flows from operating activities -525,688,216.19 -177,439,699.09 II. Cash flows from investing activities: Cash received from retraction of 280,000,000.00 investments Cash received from return on 4,009,800.00 8,910,000.00 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 284,009,800.00 8,914,198.00 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 224,682.00 365,869.00 assets Cash paid for investment Net cash paid to acquire subsidiaries and other business units 22 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Other cash payments relating to investing activities Subtotal of cash outflows from 224,682.00 365,869.00 investing activities Net cash flows from investing activities 283,785,118.00 8,548,329.00 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 260,000,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 260,000,000.00 activities Repayment of borrowings 120,000,000.00 Cash paid for interest expenses and 3,240,000.00 distribution of dividends or profit Other cash payments relating to 88,000.00 financing activities Sub-total of cash outflows from 123,328,000.00 financing activities Net cash flows from financing activities 136,672,000.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash -105,231,098.19 -168,891,370.09 equivalents Add: Opening balance of cash and 420,568,966.65 399,641,751.92 cash equivalents VI. Closing balance of cash and cash 315,337,868.46 230,750,381.83 equivalents Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun Chief of the accounting division: Shen Xueying 23 Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. II. Audit report Is this report audited? □ Yes √ No This report is not audited. 24