2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD. 2015 Semi-annual Report 2015-19 August 2015 1 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Section I. Important Reminders, Contents & Explanation The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as “the Company”) warrant that 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. All directors attended the board session for reviewing this report. The Company plans not to distribute cash dividends or bonus shares or turn capital reserve into share capital. Mr. Chen Yugang, company principal, Mr. Wang Hangjun, chief of the accounting work, and Ms. Shen Xueying, chief of the accounting organ (chief of accounting), hereby confirm that the Financial Report enclosed in this report is factual, accurate and complete. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Contents 2015 Semi-annual Report ..................................................................................................................1 Section I. Important Reminders, Contents & Explanation............................................................2 Section II. Company Profile..............................................................................................................5 Section III. Highlights of Accounting Data & Financial Indicators ..............................................7 Section IV. Report of the Board of Directors...................................................................................9 Section V. Significant Events...........................................................................................................17 Section VI. Change in Shares & Shareholders ..............................................................................25 Section VII. Preferred Shares .........................................................................................................29 Section VIII. Directors, Supervisors & Senior Management Staff..............................................30 Section IX. Financial Report...........................................................................................................31 Section X. Documents Available for Reference ...........................................................................162 3 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Explanation Refers Term Contents to Refers Company, the Company Shenzhen Properties & Resources Development (Group) Ltd. to Refers Shenzhen Municipal People’s Government State-owned Assets Shenzhen SASAC to Supervision and Administration Commission Refers SIHC Shenzhen Investment Holdings Co., Ltd. to Refers SCIHC Shenzhen Construction Investment Holdings Corporation to Refers SIM Shenzhen Investment Management Co., Ltd. to 4 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Section II. Company Profile I. Basic information of the Company Stock abbreviation SWYA, SWYB Stock code 000011, 200011 Stock exchange listed with Shenzhen Stock Exchange Chinese name of the Company 深圳市物业发展(集团)股份有限公司 Abbr. of the Chinese name of 深物业集团 the Company (if any) English name of the Company ShenZhen Properties & Resources Development(Group) Ltd. (if any) Abbr. of the English name of SZPRD the Company (if any) Legal representative of the Mr. Chen Yugang Company II. Contact information Company Secretary Securities Affairs Representative Name Fan Weiping Qian Zhong, Huang Fengchun 42/F, International Trade Center, Renmin 42/F, International Trade Center, Renmin Contact address South Road, Shenzhen, Guangdong South Road, Shenzhen, Guangdong Province, P.R.China Province, P.R.China Tel. 0755-82211020 0755-82211020 Fax 0755-82210610 82212043 0755-82210610 82212043 E-mail 000011touzizhe@szwuye.com.cn 000011touzizhe@szwuye.com.cn III. Other information 1. Ways to contact the Company Did any change occur to the registered address, office address and their postal codes, website address and email address of the Company during the reporting period? □ Applicable √ Inapplicable The registered address, office address and their postal codes, website address and email address of the Company did not change during the reporting period. The said information can be found in the 2014 Annual Report. 5 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. 2. About information disclosure and where this report is placed Did any change occur to information disclosure media and where this report is placed during the reporting period? □ Applicable √ Inapplicable The newspapers designated by the Company for information disclosure, the website designated by CSRC for disclosing this report and the location where this report is placed did not change during the reporting period. The said information can be found in the 2014 Annual Report. 3. Change of the registered information Did any change occur to the registered information during the reporting period? □ Applicable √ Inapplicable The registration date and place of the Company, its business license No., taxation registration No. and organizational code did not change during the reporting period. The said information can be found in the 2014 Annual Report. 6 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Section III. Highlights of Accounting Data & Financial Indicators I. Major accounting data and financial indicators Does the Company adjust retrospectively or restate accounting data of previous years due to change of any accounting policy or correction of any accounting error? □ Yes √ No Reporting period Same period of last year YoY +/- (%) Operating revenues (RMB Yuan) 338,761,310.39 501,367,559.78 -32.43% Net profit attributable to shareholders of 31,162,831.74 112,074,537.49 -72.19% the Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains and 26,946,876.19 103,434,750.14 -73.95% losses (RMB Yuan) Net cash flows from operating activities -221,909,180.93 -189,887,490.37 16.86% (RMB Yuan) Basic EPS (RMB Yuan/share) 0.0523 0.1881 -72.20% Diluted EPS (RMB Yuan/share) 0.0523 0.1881 -72.20% Weighted average ROE (%) 1.52% 6.19% -4.67% As at the end of the As at the end of last year +/- (%) reporting period Total assets (RMB Yuan) 3,756,568,697.53 3,883,288,145.46 -3.26% Net assets attributable to shareholders of 1,971,339,192.41 2,074,242,662.07 -4.96% the Company (RMB Yuan) II. Differences between accounting data under domestic and overseas accounting standards 1. Differences of net profit and net assets disclosed in financial reports prepared under international and Chinese accounting standards □ Applicable □ Inapplicable No difference for the reporting period. 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards □ Applicable □ Inapplicable No difference for the reporting period. 7 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. III. Items and amounts of extraordinary gains and losses √Applicable □ Inapplicable Unit: RMB Yuan Item Amount Explanation Gains/losses on the disposal of non-current assets (including the -426,921.60 offset part of asset impairment provisions) Gains and losses on change in fair value from tradable financial assets and tradable financial liabilities, as well as investment income from disposal of tradable financial assets and tradable Gain on sale of shares of Huasu 6,101,133.09 financial liabilities and financial assets available for sales except Holdings for effective hedging related with normal businesses of the Company Other non-operating income and expenses other than the above -109,877.17 Less: Income tax effects 1,348,378.77 Total 4,215,955.55 -- 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 No such cases during the reporting period. 8 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Section IV. Report of the Board of Directors I. Overview If 2014 marked the beginning of the “new normal state” of the real estate sector, the market trends in the first half of 2015 have proven quite so. As the macro-economy stepped into a “new normal state”, the adjustment trend in the real estate market continued from last year to the beginning of the first half of 2015. In order to ensure the steady development of the real estate sector, the central and local governments unveiled a series of favorable policies to promote destocking and investment, including the central bank’s successive reductions of the required reserve rate and the loan interest rate, credit easing, the adjustment to the business tax exemption period for transfer of individuals’ houses, more support for housing accumulation fund loans, etc. In the meantime, the governments also proactively pushed forward long-term mechanisms. As a result, the main indicators of house trading in China finally showed by this June a trend of gradual recovery by the positive year-on-year growth both in the sold area and the sales income, the decreasing area of commodity houses in stock, etc. Despite a pickup of the general indicators, the national real estate sector saw, however, some clear differentiations in the first half of the year, four first-tier cities even in a peak, major second-tier cities in gradual pickup and third and fourth-tier cities still struggling for destocking. Such differentiations among cities and regions have become an important factor for real estate developers to consider when they try to avoid investment risks. Looking into the second half of the year, we still hold a firm belief that the real estate sector is substantially important to the macro-economy, that the urbanization drive will promote development in the sector, and that the market will rise to further stability from the bottom in the first half of the year and keep to the path of the so-called “Silver Age” for the coming future. Considering the market situation and our business performance, we accelerated the construction progress of our ongoing real estate projects, proactively sought for effective marketing measures and swiftly implemented them, and seized opportunities arising from favorable policies for the market so as to maintain a stable operating performance. For the first half of 2015, we achieved operating revenues of RMB 338.761 million and net profits of RMB 31.217 million. II. Main business analysis YoY change of major financial data: Unit: RMB Yuan Reporting period Same period of last year YoY +/-% Main reasons for change Projects settled and sales Operating revenues 338,761,310.39 501,367,559.78 -32.43% realized decreased. The income from settled Operating costs 199,054,160.59 230,835,231.01 -13.77% projects decreased. Marketing was enhanced Selling expenses 12,658,266.69 5,167,082.37 144.98% and the advertising 9 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. expenses increased. Administrative expenses 48,330,181.70 50,185,597.53 -3.70% The interest income Financial expenses -4,714,375.50 -6,325,233.01 -25.47% decreased. The profits achieved Income tax expenses 11,362,044.97 35,738,015.00 -68.21% decreased. The capital inflows from Net cash flows from -221,909,180.93 -189,887,490.37 16.86% sale of projects operating activities decreased. The taxi subsidiary’s Net cash flows from -7,669,730.46 -2,452,735.80 212.70% expenses on the renewal investing activities of their vehicles Net cash outflows Net cash flows from decreased mainly -96,151,660.47 -217,614,297.27 -55.82% financing activities because of the decreased borrowing repayments. The capital inflows from Net increase in cash and -325,965,954.84 -409,900,929.50 -20.48% sale of projects cash equivalents decreased. The real estate income decreased and the Business tax and surtaxes 46,781,146.09 82,288,326.22 -43.15% business tax, VAT, etc. decreased accordingly. Net profit attributable to The real estate income 31,162,831.74 112,074,537.49 -72.19% owners of the Company decreased. Major changes to the profit structure or sources of the Company during the reporting period: □ Applicable √ Inapplicable No major changes occurred to the profit structure or sources of the Company during the reporting period. Reporting period progress of the future development planning in the disclosed documents of the Company such as share-soliciting prospectuses, offering prospectuses, asset reorganization reports, etc.: □ Applicable √ Inapplicable There was no progress of the future development planning in the disclosed documents of the Company such as share-soliciting prospectuses, offering prospectuses, asset reorganization reports during reporting period. Overview of the reporting period progress of the business plans disclosed in previous periods: The Company’s business operated orderly as planed, which can finish the year budget. III. Breakdown of main business Unit: RMB Yuan Operating Operating cost Gross profit rate Increase/decrease Increase/decrease Increase/decrease 10 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. revenue (%) of operating of operating cost of gross profit revenue over last over last year (%) rate over last year year (%) (%) Classified by industry: Real estate 86,897,639.00 18,449,140.36 78.77% -66.87% -68.33% 0.98% development House leasing 185,142,262.85 144,581,216.66 21.91% 9.56% 6.26% 2.43% and management Transportation 29,724,103.57 13,396,208.12 54.93% 0.88% 2.59% -0.75% Catering service 11,634,507.50 9,541,886.80 17.99% 9.79% 4.93% 3.80% Others 4,502,655.10 5,121,939.55 -13.75% -2.02% 15.57% -17.32% Classified by product: Real estate 86,897,639.00 18,449,140.36 78.77% -66.87% -68.33% 0.98% development House leasing 185,142,262.85 144,581,216.66 21.91% 9.56% 6.26% 2.43% and management Transportation 29,724,103.57 13,396,208.12 54.93% 0.88% 2.59% -0.75% Catering service 11,634,507.50 9,541,886.80 17.99% 9.79% 4.93% 3.80% Others 4,502,655.10 5,121,939.55 -13.75% -2.02% 15.57% -17.32% Classified by region: Shenzhen 251,581,852.90 124,815,624.29 50.39% -41.11% -26.39% -9.92% Other 87,179,457.52 74,238,536.30 14.84% 17.51% 21.17% -2.57% IV. Core competitiveness analysis So far, there are five projects in construction for sale in the Company, respectively located in Shenzhen, Xuzhou, Yangzhou and Dongguan, of which, SZPRD-Banshan Yujing (Xuzhou), SZPRD-Hupan Yujing (Yangzhou) and SZPRD-Songhu Langyuan (Dongguan) are projects on sale, Yangzhou project is located in Shouxi Lake District, Yangzhou, the phase I project had deliver the house to the buyers. Dongguan project is located in Songshan Lake District; principal part of the project has been capped, the Company’s on-sale projects are conducted the sale in line with the arrangements steadily. SZPRD-Qianhai Harbor project located in Shenzhen Qianhai District, is on the construction of main structure engineering; SZPRD-Golden Collar Holiday project located in Shenzhen Huanggang Port is in the construction of pile foundation engineering, the project is successfully progressing, the two projects in Shenzhen are in premium locations, and the cost of the land is low; as the speedy development of property market of Shenzhen in the first half, the economic effectiveness of the project is further enhanced. Each project of the Company is under processing successfully, which achieves good performance for the company to lay a solid foundation. Firmly gripping property main business simultaneously, 11 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. keeps the healthy development of house lease, property management, car passenger and other supplementary industry. The income increased compare to that in same period of last year, the Company will continue to seek broaden project actively, expands the profits of supplementary industry, comprehensively promote the competitiveness of the company V. Investment analysis 1. Investments in equities of external parties (1) Investments in external parties □ Applicable √ Inapplicable No such cases in the reporting period. (2) Equity-holdings in financial enterprises □ Applicable √ Inapplicable No such cases in the reporting period. (3) Securities investments □ Applicable √ Inapplicable No such cases in the reporting period. (4) Shareholdings in other listed companies √ Applicable □ Inapplicable 2. Wealth management entrustment, derivative investments and entrustment loans (1) Wealth management entrustment □ Applicable √ Inapplicable No such cases in the reporting period. (2) Derivative investments □ Applicable √ Inapplicable No such cases in the reporting period. (3) Entrustment loans □ Applicable √ Inapplicable No such cases in the reporting period. 12 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. 3. Use of raised funds □ Applicable √ Inapplicable No such cases in the reporting period. 4. Analysis to main subsidiaries and stock-participating companies √ Applicable □ Inapplicable Main subsidiaries and stock-participating companies: Unit: RMB Yuan Main Company Company Registered Operating Operating Industry products/ser Total assets Net assets Net profit name variety capital revenues profit vices Shenzhen Sale of Huangchen houses & 30,000,000. 1,911,410,7 787,488,27 94,663,887. 19,251,22 14,500,504.8 g Real Subsidiary Real estate Property 00 44.21 3.76 06 0.28 9 Estate Co., managemen Ltd. t Shenzhen Guomao Property Property 20,000,000. 236,307,51 80,840,003. 157,617,12 13,774,73 10,170,336.0 Property Subsidiary managemen managemen 00 6.99 06 1.57 3.06 8 Managemen t t t Co., Ltd. Shenzhen Sale of Guomao motor houses and 29,850,000. 479,320,03 222,695,28 37,367,616. 10,720,33 Vehicle Subsidiary transportati motor 8,219,922.86 00 5.23 8.96 43 4.16 Industry on transportati Co., Ltd. on 5. Significant projects invested with non-raised funds √ Applicable □ Inapplicable Unit: RMB Ten Thousand Yuan Cumulative Total planned Input for this actual input as Project Project Disclosure date Disclosure Project name (if any) index (if any) investment period at the progress earnings period-end SZPRD-Bansh anyujing (first 84,000 1,817 56,163 and second phases) SZPRD-Songh 100,555 8,213 51,233 ulangyuan 13 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. SZPRD-Hupan yujing (first 120,000 1,814 78,317 and second phases) SZPRD-Qianha 84,232 6,674 39,294 i Bay SZPRD-Golde n Collar 150,000 2,042 13,528 Holiday Total 538,787 20,560 238,535 -- -- -- -- VI. Predict the operating results of Jan.-Mar. 2015 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: Considerable decrease at the same direction Type of the predicted data: exact data Jan.-Sept. 2015 Jan.-Sept.2014 +/- (%) Predicted accumulative net 4,000 32,313 Down -87.62% profit (RMB Ten thousand) Basic EPS (RMB Yuan/share) 0.0671 0.5422 Down -87.62% Reason for the considerable fluctuation of the business results: The project sales and the area available for settlement in Jan.-Sept. 2015decreased considerably on the year-on-year basis. The Explanation about the aforesaid estimate is just preliminary measurement given by the Company according to the current predictions sales situation of real estate projects. Investors are kindly reminded to be noted that the actual earnings of the Company for Jan.-Sept. 2015 shall be subject to data disclosed in the Company’s report for the third quarter of 2015. VII. Explanation of the Board of Directors and the Supervisory Committee on the “Non-standard Audit Report” issued by the CPAs firm for the reporting period □Applicable √Inapplicable VIII. Explanation of the Board of Directors on the issues mentioned in the “Non-standard Audit Report” issued by the CPAs firm for last year □Applicable √Inapplicable 14 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. IX. Implementation of profit allocation during the reporting period Profit allocation plan implemented during the reporting period, especially execution and adjustment of the cash dividend plan and the plan for turning capital reserve into share capital: √ Applicable □ Inapplicable The for the specific Allocation Plan, please refer to sees Implementation Announcement on Dividend Allocation Annual Plan of 2015-14-2014 in Securities Times, Ta Kung Pao and http//www.cninfo.com.cn. Special statement about the cash dividend policy In compliance with the Company’s Articles of Association and Yes the resolution of the general meeting Specific and clear dividend standard and ratio Yes Complete decision-making procedure and mechanism Yes Independent directors fulfilled their responsibilities and played Yes their due role. Minority shareholders have the chance to fully express their opinion and desire and their legal rights and interests were fully Yes protected. In adjustment or alteration of the cash dividend policy, the conditions and procedure were in compliance with regulations Yes and transparent. X. Pre-plan for profit allocation and turning capital reserve into share capital for the reporting period □ Applicable √ Inapplicable The Company planed not to distribute cash dividends or bonus shares or turn capital reserve into share capital for the reporting period. XI. Particulars about researches, visits and interviews received in this reporting period √ Applicable □ Inapplicable Main discussion and Time Place Way of reception Visitor type Visitor materials provided by the Company Office of the Telephone Whether had new houses in 9 Apr. 2015 Individual Investor Company communication Second quarter Office of the Telephone Any action of State-owned 14 May 2015 Individual Investor Company communication enterprise reform 30 Jun. 2015 Office of the Telephone Individual Investor Whether considering 15 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Company communication suspension measures or not 16 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Section V. Significant Events I. Corporate governance There is not discrepancy between the corporate governance and Company Law, relevant regulations of CSRC. II. Lawsuits or arbitrations Significant lawsuits or arbitrations □ Applicable √ Inapplicable No such cases in the reporting period. Other lawsuits or arbitrations □ Applicable √ Inapplicable III. Media’s queries □ Applicable √ Inapplicable No such cases in the reporting period. IV. Bankruptcy and reorganization □ Applicable √ Inapplicable Bankruptcy and reorganization did not occur to the Company in the reporting period. V. Asset transactions 1. Purchase of assets □ Applicable √ Inapplicable No such cases in the reporting period. 2. Sale of assets □ Applicable √ Inapplicable No such cases in the reporting period. 3. Business combination □ Applicable √ Inapplicable No such cases in the reporting period. 17 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. VI. Implementation of equity incentive and its influence □ Applicable √ Inapplicable The Company did not make or carry out any equity incentive plan during the reporting period. VII. Significant related-party transactions 1. Related-party transactions concerning routine operation □ Applicable √ Inapplicable No such cases in the reporting period. 2. Related-party transactions arising from asset acquisition or sale □ Applicable √ Inapplicable No such cases in the reporting period. 3. Significant related-party transactions arising from joint investment in external parties □ Applicable √ Inapplicable No such cases in the reporting period. 4. Credits and liabilities with related parties √ Applicable □ Inapplicable Was there any credit or liability with any related party for non-operating purpose? √ Yes □ No The credits and liabilities with related parties’ receivable: Newly Amount increase Interest in Non-operati Opening received in Closing amount in reporting Related ng capital balance reporting balance Relationship Reason reporting Rate period party occupation (RMB Ten period (RMB Ten period (RMB Ten or not? thousand) (RMB Ten thousand) (RMB Ten thousand) thousand) thousand) Creditor’s Anhui The rights Nanpeng Company receivable Working 733 732 Papermakin held a 30% from the funds g Co., Ltd stake in it. related party Shenzhen The Creditor’s Working 235 235 18 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Guomao Company rights funds Industry held a receivable Developmen 38.33% from the t Co., Ltd. stake in it. related party Shenzhen Creditor’s Wufang The rights Pottery & Company receivable Working 175 175 Porcelain held a 26% from the funds Industrial stake in it. related Co., Ltd party Under the Creditor’s same control rights Shenzhen of the parent receivable Intra-Group Guest House 91 91 company of from the funds Co., Ltd. the related Company party Under the Creditor’s Shenzhen same control rights Investment of the parent receivable Intra-Group Property 13 13 company of from the funds Developmen the related t Co., Ltd. Company party Influence of the credits and liabilities with related All under the risk control of the Company and will not affect the Company’s operating results and parties on the Company’s financial situation operating results and financial situation The credits and liabilities with related parties’ payable: Newly Amount increase Opening returned in Interest in Closing amount in balance reporting reporting balance Related party Relationship Reason reporting Rate (RMB Ten period period (RMB (RMB Ten period thousand) (RMB Ten Ten thousand) thousand) (RMB Ten thousand) thousand) SZPRD Jifa Joint venture Intra-Group Warehouse of the 2,630 2,630 funds Co., Ltd Company Shenzhen Joint venture Intra-Group Tian’an of the 411 110 521 funds International Company 19 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Building Property Management Co., Ltd Influence of the credits and liabilities with related parties All under the risk control of the Company and will not affect the Company’s operating results and on the Company’s operating financial situation results and financial situation 5. Other significant related-party transactions □ Applicable √ Inapplicable No other significant related-party transactions occurred to the Company during the reporting period. VIII. Particulars about the non-operating occupation of funds by the controlling shareholder and other related parties of the Company □ Applicable √ Inapplicable The Company was not involved in the non-operating occupation of funds by the controlling shareholder and other related parties during the reporting period. IX. Particulars about significant contracts and their fulfillment 1. Particulars about trusteeship, contract and lease (1) Trusteeship □ Applicable √ Inapplicable There was no any trusteeship of the Company in the reporting period. (2) Contract □ Applicable √ Inapplicable There was no any contract of the Company in the reporting period. (3) Lease □ Applicable √ Inapplicable There was no any lease of the Company in the reporting period. 20 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. 2. Guarantees provided by the Company √ Applicable □ Inapplicable Unit: RMB Ten Thousand Yuan Guarantees provided by the Company for external parties (excluding those for subsidiaries) Disclosure Guarante Actual date of Actual e for a Amount for occurrence date Type of Period of Executed Guaranteed party relevant guarantee related guarantee (date of guarantee guarantee or not announcem amount party or agreement) ent not Total external guarantee line Total actual occurred amount approved during the reporting 0 of external guarantee during 0 period (A1) the reporting period (A2) Total external guarantee line Total actual external guarantee that has been approved at the 0 balance at the end of the 0 end of the reporting period (A3) reporting period (A4) Guarantees provided by the Company for its subsidiaries Disclosure Guarante Actual date of Actual e for a Amount for occurrence date Type of Period of Executed Guaranteed party relevant guarantee related guarantee (date of guarantee guarantee or not announcem amount party or agreement)) ent not Dongguan Guomao Changsheng Real 1 Apr. 2015 1,000 16 Apr. 2015 1,000 Pledge 1 year No Yes Estate Development Co., Ltd. Shenzhen Guomao Joint-liability Vehicle Industry 1 Apr. 2015 5,000 17 Apr. 2015 5,000 1 year No Yes guarantee Co., Ltd. Shenzhen Guomao Joint-liability 21 Apr. Vehicle Industry 44,000 11 Jan. 2013 16,924 guarantee; 3 years No Yes 2012 Co., Ltd. pledge Dongguan Guomao Changsheng Real 24 Apr. Joint-liability 45,000 20 Jun. 2014 7,467 3 years No Yes Estate 2013 guarantee Development Co., Ltd. Total guarantee line approved 15,000 Total actual occurred amount 12,630 21 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. for the subsidiaries during the of guarantee for the reporting period (B1) subsidiaries during the reporting period (B2) Total guarantee line that has Total actual guarantee balance been approved for the 209,000 for the subsidiaries at the end 30,391 subsidiaries at the end of the of the reporting period (B4) reporting period (B3) Guarantees provided by the Company for its subsidiaries Disclosure Guarante Actual date of Actual e for a Amount for occurrence date Type of Period of Executed Guaranteed party relevant guarantee related guarantee (date of guarantee guarantee or not announcem amount party or agreement)) ent not Shenzhen Guomao Joint-liability 23 Apr. Car Rental Co., 4,000 25 Jul. 2014 2,000 guarantee; 1 year No Yes 2014 Ltd. pledge Shenzhen Guomao Vehicle Industry 1 Apr. 2015 5,000 17 Apr. 2015 5,000 Pledge 1 year No Yes Co., Ltd. The total amount of actual The total amount of guarantee occurrence of guarantee for limits for subsidiaries approved 0 0 subsidiaries in the reporting in the reporting period (C1) period (C2) The total balance of actual The total amount of guarantee guarantee for subsidiaries up for subsidiaries approved up to 0 2,000 to the end of reporting period the end of reporting period (C3) (C4) The total amount of guarantee by the Company (the total amount of the first three items) The total amount of guarantee The total amount of actual limits approved in the reporting 15,000 occurrence of guarantee in the 12,630 period (A1+B1+C1) reporting period (A2+B2+C2) The total amount of guarantee The total balance of actual approved up to the end of 209,000 guarantee up to the end of 32,391 reporting period (A3+B3+C3) reporting period (A4+B4+C4) Proportion of total amount of actual guarantee (A4+B4+C4) in 16.43% the net assets of the Company Among which: Amount of guarantees provided for shareholders, actual 0 controller and other related parties (D) Amount of debt guarantees provided directly or indirectly for 16,924 22 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. parties with asset-liability ratio exceeding 70% (E) Proportion of total guarantee amount exceeding 50% of the 0 Company’s net assets (F) Total amount of the above three guarantees (D+E+F) 24,924 The Company provided a total guarantee amount of RMB 323.91 million to external parties, including a guarantee amount of RMB 229.24 million provided by the Company for its subsidiaries and a guarantee amount of RMB 94.67million provided by subsidiaries to Explanation on possibility of taking several and joint liability subsidiaries or the Company. Neither the Company nor its involving immature guarantees (if any) subsidiaries provided guarantees for any company not in the consolidation scope. Up to the end of the reporting period, subsidiaries were in normal operation and the loans were also in a normal status, with the risk being controllable. Explanation on external guarantees provided by violating Naught regulated procedures (if any) Particulars about guarantees provided in a compound way (1) Illegal provision of guarantees for external parties □ Applicable √ Inapplicable No such cases in the reporting period. 3. Other significant contracts □ Applicable √ Inapplicable No such cases in the reporting period. 4. Other significant transactions □ Applicable √ Inapplicable No such cases in the reporting period. X. Commitments made by the Company or any shareholder holding over 5% of the Company’s shares in the reporting period or such commitments carried down into the reporting period □ Applicable √ Inapplicable No such commitments in the reporting period. XI. Engagement and disengagement of the CPAs firm Has the semi-annual financial report been audited? 23 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. □ Yes √ No The semi-annual financial report had not been audited. XII. Punishments and rectifications □ Applicable √ Inapplicable No punishments or rectifications in the reporting period. XIII. Delisting risk due to violation of any law or regulation □ Applicable √ Inapplicable No such risk in the reporting period. XIV. Other significant events □ Applicable √ Inapplicable No other significant event in the reporting period that needs to be explained. 24 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Section VI. Change in Shares & Shareholders I. Change in shares Unit: Share Before the change Increase/decrease (+, -) After the change Capitalizat Issuance ion of Bonus Proportio Amount Proportion of new public Others Subtotal Amount shares n shares reserve fund Reasons for changes in shares □ Applicable √ Inapplicable Approval of share changes □ Applicable √ Inapplicable Transfer of share ownership □ Applicable √ Inapplicable Effects of changes in shares on the basic EPS, diluted EPS, net assets per share attributable to common shareholders of the Company and other financial indexes over the last year and the last reporting period □ Applicable √ Inapplicable Other contents that the Company considers necessary or is required by the securities regulatory authorities to disclose □ Applicable √ Inapplicable Change of the total shares, shareholder structure, asset structure and liability structure □ Applicable √ Inapplicable II. Total number of shareholders and their shareholdings Unit: Share Total number of preferred share Total number of common holders who had resumed their shareholders at the end of the 35,206 voting right at the end of the 0 reporting period reporting period (if any) (see note 8) Shareholdings of common shareholders holding more than 5% shares or top 10 common shareholders Number Increase/de Number Pledged or frozen shares Shareholdin Number of of crease of of Name of Nature of g non-restrict common shares restricted Status of shareholder shareholder percentage ed common Number of shares shares during the common shares (%) shares held held at the reporting shares 25 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. end of the period held reporting period SHENZHEN CONSTRUCTI ON State-owned 323,796,3 293,997,3 INVESTMENT 54.33% 29,798,954 corporation 24 70 HOLDINGS CORPORATIO N SHENZHEN INVESTMENT MANAGEME State-owned 56,582,57 56,582,57 9.49% NT corporation 3 3 CORPORATIO N CITIC State-owned SECURITIES 0.54% 3,194,200 corporation CO., LTD. CHINA FOREIGN ECONOMY AND TRADE State-owned 0.35% 2,060,063 TRUST CO., corporation LTD.-NEW STOCK+ARBI TRAGE SHENZHEN DUTY-FREE State-owned COMMODITY 0.29% 1,730,300 1,730,300 corporation ENTERPRISES CO., LTD. ZHANG Domestic 0.22% 1,322,900 HONGFENG individual CHINA RESOURCES SZITIC TRUST Domestic CO., non-state-owned 0.21% 1,230,400 LTD.-RUNJIN corporation NO. 168 ASSEMBLED FUNDS 26 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. TRUST SCHEME Domestic CHEN LIYING 0.18% 1,076,051 individual DBS VICKERS(HO NG Foreign individual 0.17% 1,000,000 KONG)LTD A/C CLIENTS ZHONGLIAN Domestic ENTERPRISE non-state-owned 0.16% 980,000 CO., LTD. corporation Explanation on associated The first and second principal shareholders of the Company are managed by Shenzhen relationship or/and persons acting in Investment Holding Corporation, the actual controlling shareholder of the Company. Other concert among the above-mentioned than that, it is unknown whether the remaining 9 shareholders are related parties or shareholders: acting-in-concert parties. Shareholdings of the top ten common shareholders holding non-restricted shares Number of non-restricted common shares held at the Type of shares Name of shareholder period-end Type Number SHENZHEN CONSTRUCTION RMB ordinary INVESTMENT HOLDINGS 29,798,954 29,798,954 share CORPORATION RMB ordinary CITIC SECURITIES CO., LTD. 3,194,200 3,194,200 share CHINA FOREIGN ECONOMY RMB ordinary AND TRADE TRUST CO., 2,060,063 2,060,063 share LTD.-NEW STOCK+ARBITRAGE RMB ordinary ZHANG HONGFENG 1,322,900 1,322,900 share CHINA RESOURCES SZITIC TRUST CO., LTD.-RUNJIN NO. RMB ordinary 1,230,400 1,230,400 168 ASSEMBLED FUNDS TRUST share SCHEME Domestically CHEN LIYING 1,076,051 listed foreign 1,076,051 share Domestically DBS VICKERS (HONG KONG) 1,000,000 listed foreign 1,000,000 LTD A/C CLIENTS share ZHONGLIAN ENTERPRISE CO., 980,000 RMB ordinary 980,000 27 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. LTD. share SHENZHEN SENRUI INVESTEMNT MANAGEMENT RMB ordinary CO., LTD. – SENRUI DULI 800,000 800,000 share JINGQI NO. 3 SECURITIES INVESTMENT FUNDS BEIJING FENGDAN RMB ordinary 720,000 720,000 INVESTMENT CO., LTD. share Explanation on associated relationship or/and persons acting in concert among the top ten The first and second principal shareholders of the Company are managed by Shenzhen non-restricted common shareholders Investment Holding Corporation, the actual controlling shareholder of the Company. Other and between the top ten than that, it is unknown whether the remaining 9 shareholders are related parties or non-restricted common shareholders acting-in-concert parties. and the top ten common shareholders Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company conduct any promissory repo during the reporting period? □ Yea √ No No such cases in the reporting period. III. Change of the controlling shareholder or the actual controller Change of the controlling shareholder in the reporting period □ Applicable √ Inapplicable The controlling shareholder of the Company did not change in the reporting period. Change of the actual controller in the reporting period □ Applicable √ Inapplicable The actual controller of the Company did not change in the reporting period. IV. Any shareholding increase plan proposed or implemented by any shareholder or its act-in-concert party during the reporting period □ Applicable √ Inapplicable To the best knowledge of the Company, no shareholder or its act-in-concert party proposed or implemented any shareholding increase plan during the reporting period. 28 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Section VII. Preference Shares □ Applicable √ Inapplicable No preference shares in the reporting period. 29 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Section VIII. Directors, Supervisors & Senior Management Staff I. Change of shareholdings of directors, supervisors and senior management staff □ Applicable √ Inapplicable There was no change in the shareholdings of directors, supervisors and senior management staff in the reporting period. For details, please refer to the 2014 Annual Report. II. Change of directors, supervisors and senior management staff □ Applicable √ Inapplicable There was no change of the directors, supervisors and senior management staff. For details, please refer to the 2014 Annual Report. 30 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Section IX. Financial Report I. Audit report Has this semi-annual report been audited? □ Yes √ No The semi-annual financial report has not been audited. II. Financial statements Currency unit for the statements in the notes to these financial statements: RMB Yuan 1. Consolidated balance sheet Prepared by Shenzhen Properties & Resources Development (Group) Ltd. 30 June 2015 Unit: RMB Yuan Item Closing balance Opening balance Current assets: Monetary funds 482,997,421.84 808,963,376.68 Settlement reserves Intra-group lendings Financial assets measured at fair value of which changes are recorded in current profits and losses Derivative financial assets Notes receivable Accounts receivable 40,331,332.76 26,585,132.12 Accounts paid in advance 33,968,177.26 25,989,832.24 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 8,474,056.83 6,638,425.25 Financial assets purchased under 31 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. agreements to resell Inventories 2,493,227,840.13 2,323,472,671.20 Assets held for sale Non-current assets due within 1 year Other current assets Total current assets 3,058,998,828.82 3,191,649,437.49 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 14,500,000.00 18,493,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 33,555,348.58 32,888,939.41 Investing real estate 247,718,707.95 250,014,034.94 Fixed assets 71,103,117.82 64,069,233.96 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 96,216,335.51 99,792,587.03 R&D expense Goodwill Long-term deferred expenses 2,288,887.55 2,553,053.03 Deferred income tax assets 224,912,402.30 216,552,790.60 Other non-current assets 7,275,069.00 7,275,069.00 Total of non-current assets 697,569,868.71 691,638,707.97 Total assets 3,756,568,697.53 3,883,288,145.46 Current liabilities: Short-term borrowings 88,000,000.00 100,000,000.00 Borrowings from the Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Financial liabilities measured at fair 32 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. value of which changes are recorded in current profits and losses Derivative financial liabilities Notes payable Accounts payable 140,537,143.91 175,347,021.19 Accounts received in advance 121,945,329.53 28,756,337.08 Financial assets sold and repurchased Handling charges and commissions payable Payroll payable 43,049,064.32 57,777,210.65 Tax payable 892,499,824.67 1,015,363,636.69 Interest payable 572,570.12 562,879.72 Dividend payable Other accounts payable 126,670,935.97 111,032,824.55 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Liabilities held for sale Non-current liabilities due within 1 161,243,352.00 5,000,000.00 year Other current liabilities Total current liabilities 1,574,518,220.52 1,493,839,909.88 Non-current liabilities: Long-term borrowings 74,673,000.00 177,613,352.00 Bonds payable Of which: preference shares Perpetual bonds Long-term payables Long-term payroll payables Specific payables Estimated liabilities Deferred income 20,419,239.87 21,765,846.69 33 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Deferred income tax liabilities 29,156.31 257,625.00 Other non-current liabilities 114,727,801.36 114,706,662.76 Total non-current liabilities 209,849,197.54 314,343,486.45 Total liabilities 1,784,367,418.06 1,808,183,396.33 Owners’ equity: Share capital 595,979,092.00 595,979,092.00 Other equity instruments Of which: preference shares Perpetual bonds Capital reserves 119,951,533.93 119,951,533.93 Less: Treasury stock Other comprehensive income -6,957,042.69 -4,006,141.53 Specific reserves Surplus reserves 136,591,232.84 136,591,232.84 Provisions for general risks Retained profits 1,125,774,376.33 1,225,726,944.83 Total equity attributable to owners of 1,971,339,192.41 2,074,242,662.07 the Company Minority interests 862,087.06 862,087.06 Total owners’ equity 1,972,201,279.47 2,075,104,749.13 Total liabilities and owners’ equity 3,756,568,697.53 3,883,288,145.46 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 Unit: RMB Yuan Item Closing balance Opening balance Current assets: Monetary funds 133,112,789.35 338,036,109.52 Financial assets measured at fair value of which changes are recorded in current profits and losses Derivative financial assets Notes receivable 34 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Accounts receivable 1,697,688.47 1,029,211.52 Accounts paid in advance Interest receivable Dividend receivable Other accounts receivable 1,812,002,045.51 1,758,238,266.73 Inventories 446,171,517.97 385,762,064.03 Assets held for sale Non-current assets due within 1 year Other current assets Total current assets 2,392,984,041.30 2,483,065,651.80 Non-current assets: Available-for-sale financial assets 230,500.00 4,223,500.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 280,112,609.56 279,446,200.39 Investing real estate 162,905,795.42 162,666,161.07 Fixed assets 10,461,635.34 11,701,031.08 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets R&D expense Goodwill Long-term deferred expenses 1,383,809.55 1,470,297.69 Deferred income tax assets Other non-current assets Total of non-current assets 455,094,349.87 459,507,190.23 Total assets 2,848,078,391.17 2,942,572,842.03 Current liabilities: Short-term borrowings Financial liabilities measured at fair value of which changes are recorded in current profits and losses 35 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Derivative financial liabilities Notes payable Accounts payable 27,410,489.41 27,475,005.86 Accounts received in advance 93,778.50 556,723.50 Payroll payable 9,012,913.60 9,765,464.25 Tax payable 5,079,502.18 44,829,812.84 Interest payable 670,734.38 621,676.25 Dividend payable Other accounts payable 1,379,904,079.20 1,362,785,410.73 Liabilities held for sale Non-current liabilities due within 1 260,000,000.00 year Other current liabilities Total current liabilities 1,682,171,497.27 1,446,034,093.43 Non-current liabilities: Long-term borrowings 74,673,000.00 276,370,000.00 Bonds payable Of which: preference shares Perpetual bonds Long-term payables Long-term payroll payables Specific payables Estimated liabilities Deferred income Deferred income tax liabilities 257,625.00 Other non-current liabilities Total non-current liabilities 74,673,000.00 276,627,625.00 Total liabilities 1,756,844,497.27 1,722,661,718.43 Owners’ equity: Share capital 595,979,092.00 595,979,092.00 Other equity instruments Of which: preference shares Perpetual bonds Capital reserves 94,057,859.68 94,057,859.68 36 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Less: Treasury stock Other comprehensive income 2,933,175.45 Specific reserves Surplus reserves 135,934,422.40 135,934,422.40 Retained profits 265,262,519.82 391,006,574.07 Total owners’ equity 1,091,233,893.90 1,219,911,123.60 Total liabilities and owners’ equity 2,848,078,391.17 2,942,572,842.03 3. Consolidated income statement Unit: RMB Yuan Item Reporting period Same period of last year I. Operating revenues 338,761,310.39 501,367,559.78 Including: Sales income 338,761,310.39 501,367,559.78 Interest income Premium income Handling charge and commission income II. Operating costs 302,467,177.17 363,599,623.62 Including: Cost of sales 199,054,160.59 230,835,231.01 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 46,781,146.09 82,288,326.22 Selling and distribution expenses 12,658,266.69 5,167,082.37 Administrative expenses 48,330,181.70 50,185,597.53 Financial expenses -4,714,375.50 -6,325,233.01 Asset impairment loss 357,797.60 1,448,619.50 Add: Gain/(loss) from change in fair value (“-” means loss) 37 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Gain/(loss) from investment (“-” 6,767,542.26 6,261,748.54 means loss) Including: share of profits in 666,409.17 -1,283,506.52 associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 43,061,675.48 144,029,684.70 Add: non-operating income 561,079.38 4,163,164.65 Including: Gains on disposal of 1,892,678.92 non-current assets Less: non-operating expense 1,097,878.15 380,296.86 Including: Losses on disposal of 426,921.60 54,757.13 non-current assets IV. Total profit (“-” means loss) 42,524,876.71 147,812,552.49 Less: Income tax expense 11,362,044.97 35,738,015.00 V. Net profit (“-” means loss) 31,162,831.74 112,074,537.49 Net profit attributable to owners of 31,162,831.74 112,074,537.49 the Company Minority shareholders’ income VI. After-tax net amount of other -2,950,901.16 447,993.19 comprehensive incomes After-tax net amount of other comprehensive incomes attributable to -2,950,901.16 447,993.19 owners of the Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and -2,950,901.16 447,993.19 losses 1. Enjoyable shares in other comprehensive incomes in investees that 38 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale -2,933,175.45 financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial -17,725.71 447,993.19 statement translation difference 6. Other After-tax net amount of other comprehensive incomes attributable to minority shareholders VII. Total comprehensive incomes 28,211,930.58 112,522,530.68 Attributable to owners of the 28,211,930.58 112,522,530.68 Company Attributable to minority shareholders VIII. Earnings per share (I) Basic earnings per share 0.0523 0.1881 (II) Diluted earnings per share 0.0523 0.1881 Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before the business mergers was RMB 0.00, with the corresponding amount for the last period being RMB 0.00. Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun Chief of the accounting division: Shen Xueying 4. Income statement of the Company Unit: RMB Yuan Item Reporting period Same period of last year I. Total sales 29,852,953.97 32,117,214.00 Less: cost of sales 8,215,152.66 13,005,498.88 Business taxes and surcharges 4,150,101.48 3,371,843.66 39 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Distribution expenses Administrative expenses 19,815,940.03 18,969,355.25 Financial costs -2,306,571.44 -2,780,553.56 Impairment loss -616,823.91 -272,589.07 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 6,600,847.72 2,094,893.48 means loss) Including: income form investment 666,409.17 -1,283,506.52 on associates and joint ventures II. Business profit (“-” means loss) 7,196,002.87 1,918,552.32 Add: non-operating income 15,814.45 1,746,513.69 Including: Gains on disposal of 431,742.33 non-current assets Less: non-operating expense 466,563.12 Including: Losses on disposal of 82,007.63 non-current assets III. Total profit (“-” means loss) 6,745,254.20 3,665,066.01 Less: Income tax expense 1,373,908.21 IV. Net profit (“-” means loss) 5,371,345.99 3,665,066.01 V. After-tax net amount of other -2,933,175.45 comprehensive incomes (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and -2,933,175.45 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and 40 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. losses under the equity method 2. Gains and losses on fair value changes of available-for-sale financial -2,933,175.45 assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other VI. Total comprehensive incomes 2,438,170.54 3,665,066.01 VII. Earnings per share (I) Basic earnings per share 0.0090 0.0061 (II) Diluted earnings per share 0.0090 0.0061 5. Consolidated cash flow statement Unit: RMB Yuan Item Reporting period Same period of last year I. Cash flows from operating activities: Cash received from sale of 460,272,796.97 486,571,481.51 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 financial assets measured at fair value of which 41 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. changes are recorded into current gains and losses 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 8,644,723.51 8,771,553.27 operating activities Subtotal of cash inflows from operating 468,917,520.48 495,343,034.78 activities Cash paid for goods and services 279,997,430.62 290,827,700.91 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks 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 160,964,525.60 140,770,571.32 Various taxes paid 205,830,929.07 208,267,051.06 Other cash payment relating to 44,033,816.12 45,365,201.86 operating activities Subtotal of cash outflows from 690,826,701.41 685,230,525.15 operating activities Net cash flows from operating activities -221,909,180.93 -189,887,490.37 II. Cash flows from investing activities: Cash received from withdrawal of 6,511,297.75 investments Cash received from return on 580,374.89 investments Net cash received from disposal of 605,705.00 1,273,115.00 fixed assets, intangible assets and other 42 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. 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 investing 7,697,377.64 1,273,115.00 activities Cash paid to acquire fixed assets, intangible assets and other long-term 15,367,108.10 3,725,850.80 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 15,367,108.10 3,725,850.80 investing activities Net cash flows from investing activities -7,669,730.46 -2,452,735.80 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 126,303,000.00 251,370,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 126,303,000.00 251,370,000.00 activities Repayment of borrowings 85,000,000.00 308,916,666.64 Cash paid for interest expenses and 137,350,160.47 159,779,630.63 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders 43 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Other cash payments relating to 104,500.00 288,000.00 financing activities Sub-total of cash outflows from 222,454,660.47 468,984,297.27 financing activities Net cash flows from financing activities -96,151,660.47 -217,614,297.27 IV. Effect of foreign exchange rate -235,382.98 53,593.94 changes on cash and cash equivalents V. Net increase in cash and cash -325,965,954.84 -409,900,929.50 equivalents Add: Opening balance of cash and 808,963,376.68 977,171,814.20 cash equivalents VI. Closing balance of cash and cash 482,997,421.84 567,270,884.70 equivalents 6. Cash flow statement of the Company Unit: RMB Yuan Item Reporting period Same period of last year I. Cash flows from operating activities: Cash received from sale of 28,663,455.97 27,194,186.50 commodities and rendering of service Tax refunds received Other cash received relating to 224,852,837.51 327,703,905.77 operating activities Subtotal of cash inflows from operating 253,516,293.48 354,898,092.27 activities Cash paid for goods and services 54,228,447.00 40,238,144.48 Cash paid to and for employees 10,672,508.89 11,337,003.08 Various taxes paid 49,447,323.75 3,867,339.21 Other cash payment relating to 269,534,102.88 790,100,547.89 operating activities Subtotal of cash outflows from 383,882,382.52 845,543,034.66 operating activities Net cash flows from operating activities -130,366,089.04 -490,644,942.39 II. Cash flows from investing activities: Cash received from withdrawal of 6,511,297.75 280,000,000.00 investments Cash received from return on 580,374.89 4,009,800.00 44 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. investments Net cash received from disposal of fixed assets, intangible assets and other 260.00 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 investing 7,091,932.64 284,009,800.00 activities Cash paid to acquire fixed assets, intangible assets and other long-term 31,074.00 648,059.00 assets Cash paid for investment Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 31,074.00 648,059.00 investing activities Net cash flows from investing activities 7,060,858.64 283,361,741.00 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 58,303,000.00 271,370,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 58,303,000.00 271,370,000.00 activities Repayment of borrowings 240,000,000.00 Cash paid for interest expenses and 139,703,417.96 156,942,914.41 distribution of dividends or profit Other cash payments relating to 208,000.00 financing activities Sub-total of cash outflows from 139,703,417.96 397,150,914.41 45 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. financing activities Net cash flows from financing activities -81,400,417.96 -125,780,914.41 IV. Effect of foreign exchange rate -217,671.81 -393,186.04 changes on cash and cash equivalents V. Net increase in cash and cash -204,923,320.17 -333,457,301.84 equivalents Add: Opening balance of cash and 338,036,109.52 420,568,966.65 cash equivalents VI. Closing balance of cash and cash 133,112,789.35 87,111,664.81 equivalents 7. Consolidated Statement of Changes in Owners’ Equity Reporting period Unit: RMB Yuan Reporting period Equity attributable to owners of the Company Other equity Other Minorit Total Item instruments Less: General Share Capital compre Specific Surplus Retaine y owners’ Prefer Perpet treasury risk capital reserve hensive reserve reserve d profit interests equity ence ual Other stock reserve incomes shares bonds I. Balance at the 595,97 1,225,7 2,075,1 119,951 -4,006,1 136,591 862,087 end of the 9,092. 26,944. 04,749. ,533.93 41.53 ,232.84 .06 previous year 00 83 13 Add: change of accounting policy Correction of errors in previous periods Business mergers under the same control Other II. Balance at the 595,97 1,225,7 2,075,1 119,951 -4,006,1 136,591 862,087 beginning of the 9,092. 26,944. 04,749. ,533.93 41.53 ,232.84 .06 year 00 83 13 III. Increase/ -2,950,9 -99,952, -102,90 decrease in the 01.16 568.50 3,469.6 46 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. period (“-” means 6 decrease) (I) Total -2,950,9 31,162, 28,211, comprehensive 01.16 831.74 930.58 incomes (II) Capital increased and reduced by owners 1. Common shares increased by shareholders 2. Capital increased by holders of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Other -131,11 -131,11 (III) Profit 5,400.2 5,400.2 distribution 4 4 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. -131,11 -131,11 Appropriations to 5,400.2 5,400.2 owners (or 4 4 shareholders) 4. Other (IV) Internal carry-forward of owners’ equity 1. New 47 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (V) Specific reserve 1. Withdrawn for the period 2. Used in the period (VI) Other 595,97 1,125,7 1,972,2 IV. Closing 119,951 -6,957,0 136,591 862,087 9,092. 74,376. 01,279. balance ,533.93 42.69 ,232.84 .06 00 33 47 Same period of last year Unit: RMB Yuan Same period of last year Equity attributable to owners of the Company Other equity Minorit Other Total Item instruments y Less: General Share Capital compre Specific Surplus Retaine owners’ treasury risk interest Prefer Perpet equity capital reserve hensive reserve reserve d profit stock reserve s ence ual Other incomes shares bonds I. Balance at the 595,97 1,803,6 120,086 -7,098,7 121,542 972,271 862,087 end of the 9,092. 43,379. ,646.43 16.51 ,385.81 ,884.95 .06 previous year 00 74 Add: change of accounting policy Correction of errors in previous 48 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. periods Business mergers under the same control Other II. Balance at the 595,97 1,803,6 120,086 -7,098,7 121,542 972,271 862,087 beginning of the 9,092. 43,379. ,646.43 16.51 ,385.81 ,884.95 .06 year 00 74 III. Increase/ decrease in the -135,11 447,993 -36,920, -36,607, period (“-” means 2.50 .19 235.51 354.82 decrease) (I) Total 447,993 112,074 112,522 comprehensive .19 ,537.49 ,530.68 incomes (II) Capital increased and reduced by owners 1. Common shares increased by shareholders 2. Capital increased by holders of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Other -148,99 -148,99 (III) Profit 4,773.0 4,773.0 distribution 0 0 1. Appropriations to surplus reserves 2. Appropriations to general risk 49 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. provisions 3. -148,99 -148,99 Appropriations to 4,773.0 4,773.0 owners (or 0 0 shareholders) 4. Other (IV) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (V) Specific reserve 1. Withdrawn for the period 2. Used in the period -135,11 -135,11 (VI) Other 2.50 2.50 595,97 1,767,0 IV. Closing 119,951 -6,650,7 121,542 935,351 862,087 9,092. 36,024. balance ,533.93 23.32 ,385.81 ,649.44 .06 00 92 8. Statement of changes in owners’ equity of the Company Reporting period Unit: RMB Yuan Item Reporting period 50 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Other equity instruments Other Less: Total Share Prefere Capital comprehe Specific Surplus Retaine Perpetu treasury owners’ capital nce Other reserve nsive reserve reserve d profit al bonds stock equity shares incomes I. Balance at the 595,979, 94,057,85 2,933,175 135,934,4 391,006 1,219,911 end of the previous 092.00 9.68 .45 22.40 ,574.07 ,123.60 year Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the 595,979, 94,057,85 2,933,175 135,934,4 391,006 1,219,911 beginning of the 092.00 9.68 .45 22.40 ,574.07 ,123.60 year III. Increase/ -125,74 decrease in the -2,933,17 -128,677, 4,054.2 period (“-” means 5.45 229.70 5 decrease) (I) Total -2,933,17 5,371,3 2,438,170 comprehensive 5.45 45.99 .54 incomes (II) Capital increased and reduced by owners 1. Common shares increased by shareholders 2. Capital increased by holders of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Other (III) Profit -131,11 -131,115, 51 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. distribution 5,400.2 400.24 4 1. Appropriations to surplus reserves 2. -131,11 Appropriations to -131,115, 5,400.2 owners (or 400.24 4 shareholders) 3. Other (IV) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (V) Specific reserve 1. Withdrawn for the period 2. Used in the period (VI) Other IV. Closing 595,979, 94,057,85 135,934,4 265,262 1,091,233 balance 092.00 9.68 22.40 ,519.82 ,893.90 Same period of last year Unit: RMB Yuan Item Same period of last year 52 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Other equity instruments Other Less: Total Share Prefere Capital comprehe Specific Surplus Retaine Perpetu treasury owners’ capital nce Other reserve nsive reserve reserve d profit al bonds stock equity shares incomes I. Balance at the 595,979, 94,057,85 120,885,5 404,561 1,215,484 end of the previous 092.00 9.68 75.37 ,723.77 ,250.82 year Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the 595,979, 94,057,85 120,885,5 404,561 1,215,484 beginning of the 092.00 9.68 75.37 ,723.77 ,250.82 year III. Increase/ -145,32 decrease in the -145,329, 9,706.9 period (“-” means 706.99 9 decrease) (I) Total 3,665,0 3,665,066 comprehensive 66.01 .01 incomes (II) Capital increased and reduced by owners 1. Common shares increased by shareholders 2. Capital increased by holders of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Other (III) Profit -148,99 -148,994, 53 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. distribution 4,773.0 773.00 0 1. Appropriations to surplus reserves 2. -148,99 Appropriations to -148,994, 4,773.0 owners (or 773.00 0 shareholders) 3. Other (IV) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (V) Specific reserve 1. Withdrawn for the period 2. Used in the period (VI) Other IV. Closing 595,979, 94,057,85 120,885,5 259,232 1,070,154 balance 092.00 9.68 75.37 ,016.78 ,543.83 54 2015 Semi-annual Report of Shenzhen Properties & Resources Development (Group) Ltd. Section X. Documents Available For Reference I. Accounting statements with the signatures and seals of the Legal Representative, the Chief Financial Officer and the person in charge of the accounting work; II. Texts of all the Company’s documents ever disclosed on Securities Times and Hong Kong Ta Kung Pao in the reporting period, and the originals of the public notices. 55