ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) Stock Code: 000011, 200011 Stock Name: PRD, PRD-B Announcement No. 2019-41 SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD. THIRD QUARTER REPORT 2019 (SUMMARY) 1 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) Part I Important Notes The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors, supervisors and senior management of ShenZhe n Properties & Resources Development (Group) Ltd. (together with its consolidated subsidiaries, the “Company”, except where the context otherwise requires) hereby guarantee the factuality, accuracy and completeness of the contents of this Report and its summary, and shall be jointly and severally liable for any misrepresentations, misleading statements or mate rial omissions therein. All the Company’s directors have attended the Board meeting for the review of this Report and its summary. Liu Shengxiang, the Company’s legal representative, Cai Lili, the Company’s head of financial affairs, and Liu Qiang, head of the Company’s financial department (equivalent to financial manager) hereby guarantee that the financial statements carried in t his Report are factual, accurate and complete. This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. 2 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) Part II Key Corporate Information I Key Consolidated Financial Information Indicate by tick mark whether there is any retrospectively restated datum in the table below. □ Yes √ No 30 September 2019 31 December 2018 Change (%) Total assets (RMB) 10,483,774,596.84 5,820,202,137.54 80.13% Equity attributable to the listed 3,261,058,125.05 3,337,949,324.64 -2.30% company’s shareholders (RM B) Q3 2019 YoY change (%) Q1-Q3 2019 YoY change (%) Operating revenue (RM B) 246,562,586.92 -34.07% 1,001,952,666.88 -16.43% Net profit attributable to the listed -689,810.21 -101.13% 103,059,587.95 -28.52% company’s shareholders (RM B) Net profit attributable to the listed company’s shareholders before -1,104,487.82 -101.78% 102,581,697.47 -28.73% exceptional items (RM B) Net cash generated from/used in -- -- 534,270,254.31 968.95% operating activities (RM B) Basic earnings per share -0.0012 -101.17% 0.1729 -28.52% (RM B/share) Diluted earnings per share -0.0012 -101.17% 0.1729 -28.52% (RM B/share) Weighted average return on equity -0.02% -2.11% 3.13% -1.79% (%) Exceptional gains and losses: √ Applicable □ Not applicable Unit: RM B Item Q1-Q3 2019 Note Gain or loss on disposal of non-current assets (inclusive of Scrapping disposal of -13,030.68 impairment allowance write-offs) miscellaneous assets Sporadic penalty and liquidated Non-operating income and expense other than above 650,217.99 damages income Less: Income tax effects 159,296.83 Total 477,890.48 -- Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss 3 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) Items: □ Applicable √ Not applicable No such cases for the Reporting Period. II Total Numbe r of Shareholde rs and Holdings of Top 10 Shareholde rs at 30 September 2019 1. Numbers of Ordinary Shareholders and Preferred Shareholders with Resumed Voting Rights as well as Holdings of Top 10 Shareholders Unit: share Number of preferred Number of ordinary shareholders at the shareholders with resumed 41,305 0 period-end voting rights at the period-end (if any) Top 10 shareholders Name of Nature of Shareholding Total shares Restricted Shares in pledge or frozen shareholder shareholder percentage held shares held Status Shares Shenzhen Investment State-owned legal 63.82% 380,378,897 Holdings person Corporation Shenzhen Duty-Free Domestic Commodity non-state-owned 0.29% 1,730,300 1,730,300 Enterprises Co., legal person Ltd. Domestic natural Yang Yaochu 0.24% 1,425,020 person Domestic natural M ai Furong 0.20% 1,181,500 person Domestic natural Li Jing 0.20% 1,176,740 person Domestic natural Su Zhifen 0.19% 1,150,000 person Wuhan Xingkaiyuan Domestic Electric Power non-state-owned 0.18% 1,050,000 Engineering Co., legal person Ltd Chen Yutang Domestic natural 0.15% 865,400 4 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) person Domestic Shantou Property non-state-owned 0.14% 850,000 Hexin Co., Ltd. legal person Domestic natural Zhang Shaoming 0.14% 811,000 person Top 10 unrestricted shareholders Shares by type Name of shareholder Unrestricted shares held Type Shares Shenzhen Investment Holdings RM B-denominate 380,378,897 380,378,897 Corporation d ordinary stock Domestically Yang Yaochu 1,425,020 listed foreign 1,425,020 stock Domestically M ai Furong 1,181,500 listed foreign 1,181,500 stock Domestically Li Jing 1,176,740 listed foreign 1,176,740 stock RM B-denominate Su Zhifen 1,150,000 1,150,000 d ordinary stock Wuhan Xingkaiyuan Electric Power RM B-denominate 1,050,000 1,050,000 Engineering Co., Ltd d ordinary stock RM B-denominate Chen Yutang 865,400 865,400 d ordinary stock RM B-denominate Shantou Property Hexin Co., Ltd. 850,000 850,000 d ordinary stock RM B-denominate Zhang Shaoming 811,000 811,000 d ordinary stock RM B-denominate Li Baorong 800,000 800,000 d ordinary stock Domestically Wang Hui 800,000 listed foreign 800,000 stock The first largest shareholder, Shenzhen Investment Holding Corporation, is the actual Related or acting-in-concert parties controlling shareholder of the Company. And the Company does not know whether among the shareholders above there are related parties or acting-in-concert parties among the other 9 shareholders. Top 10 ordinary shareholders involved N/A 5 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) in securities margin trading (if any) Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary shareholders of the Company conducted any promissory repo during the Reporting Period. □ Yes √ No No such cases in the Reporting Period. 2. Number of Preferred Shareholders and Shareholdings of Top 10 of Them □ Applicable √ Not applicable 6 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) Part III Significant Events I Changes in Key Consolidated Financial State ment Line Items and Explanation of why √ Applicable □ Not applicable 1. Net accounts receivable stood at RMB105,664,491.50 as at 30 September 2019, rising 64.51% compared to 31 December 2018, primarily driven by the increase in property management fees receivable. 2. Net other receivables stood at RMB1,411,300,201.44 as at 30 September 2019, rising 5677.29% compared to 31 December 2018, primarily driven by the combination scope increase of Shenzhen Rongyao Real Estate Development Co., Ltd. 3. Inventories stood at RMB4,091,290,659.03 as at 30 September 2019, rising 246.20% compared to 31 December 2018, primarily driven by the combination scope increase of Shenzhen Rongyao Real Estate Development Co., Ltd. 4. Other current assets stood at RMB60,518,612.48 as at 30 September 2019, rising 262.51% compared to 31 December 2018, primarily driven by the increase in prepaid VAT for property projects. 5. Net fixed assets stood at RMB49,959,816.20 as at 30 September 2019, rising 53.19% compared to 31 December 2018, primarily driven by purchase of office building by the subsidiary. 6. Other non-current assets stood at RMB29,220,732.54 as at 30 September 2019, declining 73.19% compared to 31 December 2018, primarily driven by the offset of payments for M&A of shares in Shenzhen Rongyao Real Estate Development Co., Ltd. by advance stock payment of RMB0.1 billion. 7. Accounts payable stood at RMB270,740,042.51 as at 30 September 2019, declining 32.05% compared to 31 December 2018, primarily driven by payment for projects. 8. Other payables stood at RMB575,189,783.56 as at 30 September 2019, rising 411.27% compared to 31 December 2018, primarily driven by payment of RMB406 million for stock transfer newly added. 9. Long-term borrowings stood at RMB2,194,000,000.00 as at 30 September 2019, rising 219300.00% compared to 31 December 2018, primarily driven by the combination scope increase of Shenzhen Rongyao Real Estate Development Co., Ltd. 10. Other comprehensive income stood at RMB-2,943,241.63 as at 30 September 2019, rising 64.78% compared to 31 December 2018, primarily driven by the decrease in the differences arising from translation of foreign currency-denominated financial statements caused by changes in foreign exchange rates. 11. Taxes and surtaxes stood at RMB134,703,867.42 during Q1~Q3 2019, rising 114.01% compared to Q1~Q3 2018, primarily driven by that main property projects carried over in the Reporting Period applied to higher land VAT rates. 12. Selling expense stood at RMB43,482,379.03 during Q1~Q3 2019, rising 193.64% compared to Q1~Q3 2018, primarily driven by increase of charges for sales agency and services. 13. Administrative expense stood at RMB85,821,358.91 during Q1~Q3 2019, rising 26.70% compared to Q1~Q3 2018, primarily driven by increase in remuneration for employees and in office expenditure. 14. Finance costs stood at RMB99,933.139.03 during Q1~Q3 2019, rising -359.86% compared to Q1~Q3 2018 of RMB-38,456,220.90, primarily driven by increase in interest payment. 15. Asset impairment loss (“-“ for losses) stood at RMB-2,656.062.96 during Q1~Q3 2019, declining 155.37% 7 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) compared to Q1~Q3 2018 of RMB4,797,271.69, primarily driven by withdrawal of bad debt provision and changes of inventory falling price reserves. 16. Investment income stood at RMB2,207,762.84 during Q1~Q3 2019, rising 57.92% compared to Q1~Q3 2018, primarily driven by changes caused by revenues realized by joint ventures of the Company. 17. Non-operating expense stood at RMB1,806,397.12 during Q1~Q3 2019, declining 36.66% compared to Q1~Q3 2018, primarily driven by decrease in payment for cleaning tenants as surrender compensation. 18. Income tax expense stood at RMB60,811,172.26 during Q1~Q3 2019, rising 35.32% compared to Q1~Q3 2018, primarily driven by increase in profits realized by companies except for Shenzhen Rongyao Real Estate Development Co., Ltd. 19. Net profit (attributable to the Company as the parent) stood at RMB103,059,587.95 during Q1~Q3 2019, declining 28.52% compared to Q1~Q3 2018, primarily driven by increase in interest expense of finance costs. 20. Net profit attributable to non-controlling interests stood at RMB-56,907,075.90 during Q1~Q3 2019 and that for Q1~Q3 2018 was RMB0.00, primarily driven by addition of “net profit attributable to non-controlling interests” of Shenzhen Rongyao Real Estate Development Co., Ltd. 21. Other comprehensive income, net of tax, stood at RMB-1,157,059.94 during Q1~Q3 2019, declining 37.41% compared to Q1~Q3 2018, primarily driven by changes in differences arising from translation of foreign currency-denominated financial statements caused by changes in foreign exchange rates. 22. Net cash generated from/used in operating activities stood at 534,270,254.31 during Q1~Q3 2019 and the net cash generated from operating activities rose 968.95% compared to Q1~Q3 2018, primarily driven by increase in recoup funds of housing sales accounts during Q1~Q3 2019. 23. Net cash generated from/used in investing activities during Q1~Q3 2019 stood at RMB-37,689,200.09, declining 149.48% compared to Q1~Q3 2018, primarily driven by receipt of share transfer payments from two motor companies during Q1 2018 and increase in payment for purchase of fixed assets during Q1~Q3 2019. 24. Net cash generated from/used in financing activities during Q1~Q3 2019 stood at RMB-359,218,136.65, rising 102.05% compared to Q1~Q3 2018, primarily driven by increase in interest paid for loans during Q1~Q3 2019. II Progress, Influence and Solutions Associated with Significant Events √ Applicable □ Not applicable In order to respond to the call of Shenzhen State-owned Assets Supervision and Administration Commission, further promote the concentration of resource of good quality to the advantage enterprises, particularly the listed companies, and strengthen the development potential of listed companies, optimize and solidify the industrial structure of listed companies, enlarge and strengthen the dominant industry in listed companies, the Company intends to take over 100% of equity in Shenzhen Holding Property Management Co., Ltd. (hereinafter referred to as “TK Property”) held by Shenzhen Investment Holdings Co., Ltd (hereinafter referred to as “SZIH”) in cash. The acquisition was approved by the 8th Meeting of the 9th Board of Directors on 6 September 2019 and the 2nd Extraordinary General Meeting of 2019 on 23 September 2019 with independent and professional opinions from independent directors. The relevant disclosure is as follows: Announcement of significant event Disclosure date Disclosure website The acquisition of 100% of equity in No. 2018-39 Announcement on Signing Shenzhen Holding Property 13 December 2018 the Letter of Intent for Equity Transfer M anagement Co., Ltd. and the connected with Controlling Shareholders on 8 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) transaction www.cninfo.com.cn No. 2019-28 Announcement on 7 September 2019 Resolution of the Board of Directors on www.cninfo.com.cn No. 2019-30 Announcement on the Acquisition of 100% of Equity in Shenzhen Holding Property 7 September 2019 Management Co., Ltd. and the Connected Transaction on www.cninfo.com.cn No. 2019-31 Announcement on 7 September 2019 Resolution of the Supervisory Committee on www.cninfo.com.cn No. 2019-33 Announcement on the Acquisition of 100% of Equity in Shenzhen Holding Property 21 September 2019 Management Co., Ltd. and the Connected Transaction on www.cninfo.com.cn No. 2019-34 Announcement on nd Resolution of the 2 Extraordinary 24 September 2019 General Meeting of 2019 on www.cninfo.com.cn Progress of any share repurchases: □ Applicable √ Not applicable Progress of any reduction of the repurchased shares through centralized bidding: □ Applicable √ Not applicable III Commitments that the Company’s Actual Controller, Shareholders, Related Pa rties, Acquirers, the Company Itself or Other Parties, Failed to Fulfill on Time during the Reporting Period □ Applicable √ Not applicable No such cases in the Reporting Period. IV Securities Investments √ Applicable □ Not applicable Unit: RM B Variet Symb Name Initial Acco Begin Gain/l Accu Purch Sold Gain/l Endin Acco Capita oss in y of ol of of invest unting ning oss of mulati ased in the g unting l Repor securi securi securit ment measu carryi chang ve in the Repor ting carryi title source 9 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) ty ty y cost remen ng es in chang Repor ting Perio ng d t value fair es in ting Perio value model value fair Perio d in the value d Repor record ting ed Perio into d equiti es Other Obtai Dome non-c ned in stic/o 2,991, Fair 2,991, 2,991, urren 40001 Gintia debt versea 975.0 metho 975.0 0.00 0.00 0.00 0.00 0.00 975.0 t 6 nA restru s 3 d 3 3 finan cturin stock cial g assets Other Obtai Dome non-c ned in stic/o Fair 42001 Gintia 573,8 629,4 1,054. 630,4 urrent debt versea metho 0.00 0.00 0.00 0.00 6 nB 81.03 06.08 64 60.72 financ restru s d ial cturin stock assets g 3,565, 3,621, 3,622, 1,054. Total 856.0 -- 381.1 0.00 0.00 0.00 0.00 435.7 -- -- 64 6 1 5 Disclosure date of announcement on Board’s consent for securities investment Disclosure date of announcement on shareholders’ meeting’s consent for securities investment (if any) V Wealth Manage ment Entrustment □ Applicable √ Not applicable No such cases in the Reporting Period. VI Investments in Derivative Financial Instruments □ Applicable √ Not applicable 10 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) No such cases in the Reporting Period. VII Communications with the Investment Community such as Researches, Inquiries and Inte rvie ws during the Reporting Period √ Applicable □ Not applicable Type of communication Index to main information Date Way of communication party communicated Inquired of the disclosure of the 2 July 2019 In writing Individual interim report of the Company Inquired of business development of 6 July 2019 In writing Individual the Company Inquired of the property information of 8 July 2019 In writing Individual golden collar project Inquired of the semi-annual 8 July 2019 In writing Individual performance of the Company Inquired of business development of 9 July 2019 By phone Individual the Company Inquired of the market value of golden 9 July 2019 In writing Individual collar project Inquired of the information of golden 11 July 2019 In writing Individual collar project Inquired of the sales of commercial 11 July 2019 In writing Individual housing Inquired of the information of 13 July 2019 In writing Individual Fuchang Phase II Inquired of the progress of project 15 July 2019 By phone Individual construction and financial condition Inquired of the sales of commercial 17 July 2019 In writing Individual housing Inquired of the release of restriction on 19 July 2019 In writing Individual restricted shares of the Company Inquired of the number of the 23 August 2019 In writing Individual shareholders of the Company Inquired of situations of shareholders 11 September 2019 In writing Individual of the Company Inquired of situations of shareholders 19 September 2019 In writing Individual of the Company 11 ShenZhen Properties & Resources Development (Group) Ltd. Third Quarter Report 2019 (Summary) VIII Irregularities in Provision of Guarantees □ Applicable √ Not applicable No such cases in the Reporting Period. IX Occupation of the Company’s Capital by the Controlling Shareholder or Its Related Parties for Non-Operating Purposes □ Applicable √ Not applicable No such cases in the Reporting Period. 12