ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) Stock Code: 000011, 200011 Stock Name: SZPRD A, SZPRD B Announcement No. 2017-41 SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD. THIRD QUARTER REPORT 2017 (SHORT FORM) 1 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) Part I Important Statements The board of directors (the “Board”), the supervisory board (the “Supervisory Board”) as well as the directors, supervisors and senior management of ShenZhen Properties & Resources Development (Group) Ltd. (the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report, and shall be jointly and severally liable for any false representation, misleading statements or material omissions in this Report. All the directors attended the board meeting for the review of this Report. Chen Yugang, head of the Company, Wang Hangjun, accounting head for this Report, and Shen Xueying, head of the accounting department (head of accounting), hereby guarantee that the Financial Report carried in this Report is factual, accurate and complete. This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. 2 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) Part II Company Fundamentals I Key Consolidated Operating Results Indicate by tick mark whether the Company needs to retrospectively restate any of its accounting data. □ Yes √ No September 30, 2017 December 31, 2016 Change Total assets (RMB) 5,447,556,053.87 6,654,356,144.10 -18.14% Equity attributable to owners of the 2,878,876,884.33 2,410,434,735.75 19.43% parent (RMB) January-September July-September 2017 YoY change YoY change 2017 Net sales (RMB) 1,335,581,077.17 747.12% 2,652,727,809.60 400.78% Net margin attributable to owners 211,810,876.32 10,941.08% 576,166,646.75 8,099.55% of the parent (RMB) Net margin attributable to owners of the parent before exceptional 211,069,206.23 9,853.59% 578,891,270.26 7,309.74% gains and losses (RMB) Net cash from operating activities -- -- -354,782,847.37 -116.89% (RMB) Basic earnings per share 0.3554 10,869.70% 0.9668 8,090.08% (RMB/share) Diluted earnings per share 0.3554 10,869.70% 0.9668 8,090.08% (RMB/share) Weighted average return on equity 8.03% 8.12% 21.84% 22.19% (%) Exceptional gains and losses: √ Applicable □ Not applicable Unit: RMB Item January-September 2017 Note Gains/Losses on disposal of non-current assets (inclusive of offset -1,800.04 asset impairment provisions) Impairment provision reversal for accounts receivable on which 624,434.78 the impairment test is carried out separately Non-operating income and expense other than above -4,709,018.39 Less: Income tax effects -1,361,760.14 3 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) Total -2,724,623.51 -- Explanation of why the Company classified an item as an exceptional gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gains and Losses, or reclassified any exceptional gain/loss item given as an example in the said explanatory announcement as a recurrent gain/loss: □ Applicable √ Not applicable No such cases in the Reporting Period. II Total Number of Shareholders and Shareholdings of Top 10 Shareholders at Period-End 1. Numbers of Common Shareholders and Preference Shareholders with Resumed Voting Rights, and Shareholdings of Top 10 Shareholders Unit: share Total number of preference Total number of common shareholders with resumed 41,264 0 shareholders at period-end voting rights at period-end (if any) Top 10 shareholders Name of Nature of Shareholding Total shares held Restricted shares Pledged or frozen shares shareholder shareholder percentage at period-end held at period-end Status Number SHENZHEN CONSTRUCTIO N State-owned 54.33% 323,796,324 293,997,370 INVESTMENT corporation HOLDINGS CORPORATION SHENZHEN INVESTMENT State-owned 9.49% 56,582,573 56,582,573 MANAGEMENT corporation CORPORATION Domestic DU XINYE 0.65% 3,880,800 individual Domestic ZHOU QUN 0.52% 3,115,450 individual Domestic DU YUNFENG 0.39% 2,323,000 individual SHENZHEN Domestic DUTY-FREE non-state-owned 0.29% 1,730,300 1,730,300 COMMODITY corporation ENTERPRISES 4 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) CO., LTD. Domestic YANG YAOCHU 0.24% 1,410,620 individual Domestic MAI FURONG 0.22% 1,330,500 individual GAO Domestic 0.19% 1,140,401 YUANXIONG individual Domestic CHEN LIYING 0.18% 1,102,051 individual Top 10 non-restricted shareholders Type of stock Name of shareholder Non-restricted shares held at period-end Type Number SHENZHEN CONSTRUCTION RMB common INVESTMENT HOLDINGS 29,798,954 29,798,954 stock CORPORATION RMB common DU XINYE 3,880,800 3,880,800 stock RMB common ZHOU QUN 3,115,450 3,115,450 stock RMB common DU YUNFENG 2,323,000 2,323,000 stock Domestically YANG YAOCHU 1,410,620 listed stock for 1,410,620 foreign investors Domestically MAI FURONG 1,330,500 listed stock for 1,330,500 foreign investors RMB common GAO YUANXIONG 1,140,401 1,140,401 stock Domestically CHEN LIYING 1,102,051 listed stock for 1,102,051 foreign investors Domestically LI JING 962,440 listed stock for 962,440 foreign investors Domestically CAO YIFAN 848,000 listed stock for 848,000 foreign investors Related or acting-in-concert parties The first and second principal shareholders of the Company are managed by Shenzhen 5 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) among shareholders above Investment Holding Corporation, the actual controlling shareholder of the Company. And the Company does not know whether there are related parties or acting-in-concert parties among the other 8 shareholders. Top 10 common shareholders conducting securities margin trading N/A (if any) Indicate by tick mark whether any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company conducted any promissory repo during the Reporting Period. □ Yea √ No No such cases in the Reporting Period. 2. Total Number of Preference Shareholders and Shareholdings of Top 10 of Them at Period-End □ Applicable √ Not applicable 6 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) Part III Significant Events I Changes in Key Consolidated Financial Statement Items and Reasons for Such Changes √ Applicable □ Not applicable 1. Accounts receivable increased 45.30% from the December 31, 2016 amount to RMB45,864,363.96 on September 30, 2017, due primarily to a larger amount receivable by property management subsidiaries from house owners. 2. Prepayments decreased 76.96% from the December 31, 2016 amount to RMB27,775,804.00 on September 30, 2017, due primarily to the reclassification of prepaid taxes as a result of project settlement. 3. Other accounts receivable increased 62.59% from the December 31, 2016 amount to RMB15,515,173.88 on September 30, 2017, due primarily to increase in utilities, etc. paid by subsidiaries on behalf of their customers, which were not yet collected from these customers. 4. Inventories decreased 30.70% from the December 31, 2016 amount to RMB1,791,881,804.12 on September 30, 2017, due primarily to project settlement. 5. Assets held for sale increased 100.00% from the December 31, 2016 amount to RMB180,554,122.51 on September 30, 2017, due primarily to the reclassification as assets held for sale of the Company’s equity interests in its two tax service subsidiaries, which were to be sold by the Company. 6. Other current assets increased 37.90% from the December 31, 2016 amount to RMB15,138,340.13 on September 30, 2017, due primarily to increase in prepaid VAT. 7. Available-for-sale financial assets decreased 79.36% from the December 31, 2016 amount to RMB3,613,241.23 on September 30, 2017, due primarily to the reclassification as assets held for sale of the Company’s equity interests in its two tax service subsidiaries, which were to be sold by the Company. 8. Fixed assets decreased 60.33% from the December 31, 2016 amount to RMB29,328,730.61 on September 30, 2017, due primarily to the reclassification as assets held for sale of the Company’s equity interests in its two tax service subsidiaries, which were to be sold by the Company. 9. Intangible assets decreased 100.00% from the December 31, 2016 amount to RMB0.00 on September 30, 2017, due primarily to the reclassification as assets held for sale of the Company’s equity interests in its two tax service subsidiaries, which were to be sold by the Company. 10. Long-term deferred expense decreased 33.53% from the December 31, 2016 amount to RMB994,612.92 on September 30, 2017, due primarily to the reclassification as assets held for sale of the Company’s equity interests in its two tax service subsidiaries, which were to be sold by the Company. 11. Other non-current assets decreased 100.00% from the December 31, 2016 amount to RMB0.00 on September 30, 2017, due primarily to the reclassification of other non-current assets as fixed assets. 12. Advances received decreased 72.60% from the December 31, 2016 amount to RMB611,457,740.27 on September 30, 2017, due primarily to the shift from advances received from house buyers to sales revenue. 13. Liabilities held for sale increased 100.00% from the December 31, 2016 amount to RMB104,681,866.58 on September 30, 2017, due primarily to the reclassification as liabilities held for sale of the liabilities of the Company’s two tax service subsidiaries, whose equity interests were to be sold by the Company. 14. Provisions decreased 100.00% from the December 31, 2016 amount to RMB0.00 on September 30, 2017, due 7 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) primarily to payments associated with closed legal cases. 15. Deferred income decreased 100.00% from the December 31, 2016 amount to RMB0.00 on September 30, 2017, due primarily to the reclassification as assets held for sale of the Company’s equity interests in its two tax service subsidiaries, which were to be sold by the Company. 16. Other non-current liabilities decreased 51.84% from the December 31, 2016 amount to RMB55,767,137.26 on September 30, 2017, due primarily to the reclassification as liabilities held for sale of the liabilities of the Company’s two tax service subsidiaries, whose equity interests were to be sold by the Company. 17. Other comprehensive income decreased 64.26% from the December 31, 2016 amount to RMB-1,145,810.31 on September 30, 2017, due primarily to lower income from translation of foreign currency-denominated financial statements caused by exchange rate fluctuations. 18. Retained earnings increased 32.52% from the December 31, 2016 amount to RMB1,910,522,498.75 on September 30, 2017, due primarily to the margins achieved during the period January through September 2017. 19. The year-over-year increases of 747.12% and 400.78% in net sales to RMB1,335,581,077.17 and RMB2,652,727,809.60 during the period July through September 2017 and the period January through September 2017, respectively, primarily resulted from more real estate projects open for sale and a larger sold floor area. 20. The year-over-year increases of 608.01% and 234.01% in cost of sales to RMB921,480,304.17 and RMB1,420,061,473.10 during the period July through September 2017 and the period January through September 2017, respectively, primarily resulted from a larger sold floor area. 21. The year-over-year increases of 5383.69% and 1694.52% in taxes and surtaxes to RMB102,469,953.31 and RMB459,639,976.26 during the period July through September 2017 and the period January through September 2017, respectively, primarily resulted from higher land VAT, etc. driven by higher real estate income. 22. Finance costs were RMB-4,044,473.36 and RMB-21,808,246.88 during the period July through September 2017 and the period January through September 2017, respectively, with finance income (presented as negative finance costs) seeing a year-over-year decrease of 42.54% and increase of 54.92%, which primarily resulted from changes in interest income. 23. The year-over-year decrease of 1557.08% in asset impairment losses to RMB-55,527,862.18 during the period January through September 2017 primarily resulted from the partial reversal in June 2017 of valuation allowances provided for the Banshan Yujing (Xuzhou) real estate project and the Hupan Yujing (Yangzhou) real estate project caused by rising housing prices. 24. The year-over-year decrease of 37.44% in investment income (or investment income from joint ventures and associates) to RMB479,674.64 during the period July through September 2017 primarily resulted from lower earnings of joint ventures. 25. The year-over-year decrease of 540.58% in net non-operating income/expense to RMB-4,710,818.43 during the period January through September 2017 primarily resulted from higher payments for legal matters. 26. The year-over-year increases of 5905.10% and 11781.67% in income tax expense to RMB67,850,203.05 and RMB171,473,516.73 during the period July through September 2017 and the period January through September 2017, respectively, primarily resulted from higher margins. 27. The year-over-year increases of 8290.23%, 9056.08% and 10941.08% in operating margin, gross margin and net margin (attributable to the parent company), respectively, to RMB279,076,304.55, RMB279,661,079.37 and RMB211,810,876.32 during the period July through September 2017, as well as the year-over-year increases of 11117.76%, 13081.42% and 8099.55% in the aforesaid three items, respectively, to RMB752,350,981.91, RMB747,640,163.48 and RMB576,166,646.75 during the period January through September 2017, primarily resulted from a significantly larger sold floor area. 8 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) 28. The year-over-year increase of 392.25% and decrease of 172.17% in other comprehensive income, net of tax to RMB1,109,596.95 and RMB-448,261.61 during the period July through September 2017 and the period January through September 2017, respectively, primarily resulted from changes in differences arising from the translation of foreign currency-denominated financial statements caused by exchange rate fluctuations. 29. The year-over-year decrease of 116.89% in net cash from operating activities to RMB-354,782,847.37 during the period January through September 2017 primarily resulted from decrease in payments collected from house buyers. 30. The year-over-year increase of 2523.12% in net cash from investing activities to RMB95,047,565.61 during the period January through September 2017 primarily resulted from a partial payment received in this period for the Company’s holdings in its two taxi service subsidiaries, which had been transferred. 31. Net cash from financing activities was RMB-107,246,594.16 during the period January through September 2017, with these net cash outflows seeing a year-over-year decrease of 67.20%, which primarily resulted from a lower repayment amount for loans. 32. The year-over-year decrease of 120.87% in net increase in cash and cash equivalents to RMB-369,690,697.88 during the period January through September 2017 primarily resulted from decrease in payments collected from house buyers. II Progress, Influence and Solutions Associated with Significant Events √ Applicable □ Not applicable (1) The share transfer of two taxi companies under the control of the Company: for more details about the share transfer of two taxi companies under the control of the Company to Shenzhen Bus Group Co., Ltd., please refer to the relative announcements disclosed on June 30 and July 17 in 2017. As of the end of Report Period, the above issue has been approved on the shareholders meeting, and the Company has received 51% of the contract value as the down payment from Shenzhen Bus Group Co., Ltd. At present, procedures of the share transfer are in progress. In accordance with the ruled Accounting Standard, the total assets and liabilities of the above-mentioned two taxi companies are classified as available-for-sale in the consolidated financial statements. As of the end of Reporting Period, the total of available-for-sale assets is RMB180,550,000, of which, the cash on hand and at bank is RMB25,160,000, available-for-sale financial assets are RMB14,500,000, the investment property is RMB13,810,000, and the fixed assets and intangible assets are respectively RMB41,680,000 and RMB80,130,000. The total of available-for-sale liabilities is RMB104,680,000, of which, the payroll payable is RMB3,540,000, the other accounts payable are RMB27,990,000, the deferred income is RMB14,360,000 and the other non-current liabilities are RMB56,960,000. As of the end of Reporting Period, the above two taxi companies have generated operating revenue of RMB44,900,000, operating expenses of RMB41,750,000, gross margin of RMB3.2 million, income tax expense of RMB680,000 as well as net margin of RMB2,520,000 (all attributable to the net margin of parent company). During the same period of last year, they had recorded RMB47,320,000 in operating revenue, RMB42,160,000 in operating expenses, RMB8.33 million in gross margin, RMB1.93 million in income tax expense as well as RMB6.4 million in net margin (all attributable to the net margin of parent company). (2) The Company’s state-owned equity management: under the general deployment by the government in Shenzhen for the adjustment of state-owned assets management system, Shenzhen SASAC issued SZSASAC [2004] No. 223 on September 29, 2004 in which it decided to set up Shenzhen Investment Holdings Co., Ltd (hereinafter referred to as “SZIH”) taking the form of merger by new establishment. The merged parties involved in are Shenzhen Investment Management Co., Ltd. (hereinafter referred to as “SIM”), Shenzhen Construction Investment Holdings Corporation (hereinafter referred to as “SCIHC”) and Shenzhen Business Investment Holdings Corporation (hereinafter referred to as “SBIHC”). Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as “SZPRD” or “the Company”) disclosed Indicative Announcement on State-owned Equity Management (No. 9 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) 2004-15) and Announcement on the Progress of the Company’s State-owned Equity Management (No. 2016-20) on November 4, 2004 and October 15, 2016 respectively. SCIHC held 323,796,324 shares of SZPRD and SIM held 56,582,573 shares of SZPRD, which totally accounted for 63.82% of the total shares of SZPRD. After the issuing of the decision by Shenzhen SASAC on setting up SZIH taking the form of merger by new establishment, the Company keeps introducing this situation under the item of Shareholders’ Profile in annual reports since 2004 (including 2004) and showed investors that the Company’s actual controlling shareholder is SZIH and that the Company’s actual controller is Shenzhen SASAC. The Company received the notice from its actual controlling shareholder SZIH on August 6, 2017 that it had acquired the control power over the Company through the acquisition of the Company’s share held by SIM and SCIH taking the form of merger by new establishment (hereinafter referred to as “the Acquisition”). In accordance with relative regulations of the PRC Securities Law and Regulations Governing the Purchase of Listed Companies, SZIH should report to China Securities Regulatory Commission for exempting its obligation of tender offer. To handle the relative historical issues as soon as possible and ensure the stabilization of the governance structure and control power over listed companies, SZIH submitted the application to China Securities Regulatory Commission for exempting tender offer on August 9, 2017. For more details about the Acquisition, please refer to Abstract of the Report on the Acquisition of Shenzhen Properties & Resources Development (Group) Ltd. On August 21, 2017, SZIH received the No. 171644 the First Feedback Notice on the Review of Administrative Permissive Projects from China Securities Regulatory Commission (hereinafter referred to as “Feedback”) issued by China Securities Regulatory Commission. At the request of China Securities Regulatory Commission, it shall submit its reply in written form and the electronic documents within 30 working days. And it could submit its application for delay in reply if can’t reply timely. After the discussion with financial councils and lawyers, SZIH applies for delay in reply to November 16, 2017 to China Securities Regulatory Commission. After the improvement of relative issues, the reply and relevant materials will be submitted to China Securities Regulatory Commission. Announcement of significant event Disclosure date Disclosure website No. 2017-30 Announcement on the Share Transfer in Whole of Two Taxi Companies 06/30/2017 under the Control of the Company to Shenzhen Bus Group Co., Ltd. on The share transfer of two taxi companies www.cninfo.com.cn under the control of the Company No. 2017-32 Announcement on Resolution of the First Special Meeting of 07/17/2017 Shareholders in 2017 on www.cninfo.com.cn No. 2017-33 Announcement on the Progress of the Company’s State-owned Equity Management, Abstract of the 08/07/2017 Report on the Acquisition, and Shareholding Alteration Report (Short Management of state-owned shares held by Form) on www.cninfo.com.cn the Company No. 2017-40 Announcement on the Application from the Actual controlling 09/27/2017 Shareholder Shenzhen Investment Holding Co., Ltd. for Delay in Reply to the First Feedback Notice on the Review 10 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) of Administrative Permissive Projects from China Securities Regulatory Commission on www.cninfo.com.cn III Commitments that the Company’s Actual Controller, Shareholders, Related Parties and Acquirers, as well as the Company and Other Commitment Makers, Failed to Fulfill on Time during Reporting Period □ Applicable √ Not applicable No such cases in the Reporting Period. IV Forecast of 2017 Annual Operating Results Warning of a possible loss on or a significant year-over-year change in accumulative net margin during the period the beginning of the current year through the end of the next reporting period, as well as the reasons: √ Applicable □ Not applicable Forecast: Considerable increase at the same direction Type of the forecast data: exact data 2017 2016 Change Forecast accumulative net 60,000 35,486 Up 69.08% margin (RMB'0,000) Basic earnings per share 1.0067 0.5954 Up 69.08% (RMB/share) The business performance is expected to record a significant change because the projects and the area of all projects available for settlement for 2017 increases considerably from the same period of last year. The forecasts above are only preliminary estimates provided according to the current sales Note of the Company’s real estate projects. Investors are kindly reminded to note that the actual earnings of the Company for Y2017 shall be subject to the data to be given in the 2017 Annual Report of the Company. V Securities Investments √ Applicable □ Not applicable Profit/lo ss on Cumulat Source Variety Purchas Profit/lo Account fair ive fair Sold in Code of Name of Initial ed in ss in of of ing Opening value value this Closing Account this this securitie securitie investm measure book changes changes Reporti book investm securitie Reporti Reporti ment value in this charged ng value ing title s s ent cost ng ng ent s model Reporti to Period Period Period ng equity funds Period Domesti 400016 Fair Availabl Acquire PTJTA, 3,565,8 3,003,7 609,527 3,613,2 c/overse 、 value e-for-sal d from PTJTB 56.06 14.14 .09 41.23 as stock 420016 method e the 11 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) financia debt l asset reorga nizatio n of JINTI AN INDU STRY (GRO UP) CO., LTD. 3,565,8 3,003,7 609,527 3,613,2 Total -- 0.00 0.00 0.00 0.00 -- -- 56.06 14.14 .09 41.23 Disclosure date of the announcement about the board’s consent for the securities investment Disclosure date of the announcement about the general meeting’s consent for the securities investment (if any) VI Investments in Derivative Financial Instruments □ Applicable √ Not applicable No such cases in the Reporting Period. VII Visits Paid to the Company for Purposes of Research, Communication, Interview, etc. during Reporting Period √ Applicable □ Not applicable Date of visit Way of visit Type of visitor About Progress of the Company’s state-owned 07/03/2017 By phone Individual equity management Performance of the Company in the first 07/11/2017 By phone Individual half of 2017 Progress of the share transfer of two taxi 07/17/2017 By phone Individual companies under the control of the Company 12 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2017 (Short Form) Performance of the Company in the first 07/20/2017 By phone Individual half of 2017 Future development strategy of the 08/04/2017 By phone Individual Company VIII Irregularities Arising from Provision of Guarantees for Third Parties □ Applicable √ Not applicable No such cases in the Reporting Period. IX Occupation of the Company’s Funds by Its Controlling Shareholder or Related Parties for Non-Operating Purposes □ Applicable √ Not applicable No such cases in the Reporting Period. X Targeted Measures Taken to Help People Lift Themselves out of Poverty The Company did not take such measures in the third quarter of the year and has no such plans for now. 13