深圳中恒华发股份有限公司 2016 年第三季度报告全文 Shenzhen Zhongheng Huafa Co., Ltd. THE THIRD QUARTERLY REPORT FOR 2016 October 2016 1 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Section I. Important Notes Board of Directors and the Supervisory Committee of Shenzhen Zhongheng Huafa Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Li Zhongqiu, Person in Charge of Accounting Works Yang Bin and Person in Charge of Accounting Organ (Accounting Officer) Wu Aijie hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease Total assets(RMB) 604,731,675.16 1,155,089,236.67 -47.65% Net assets attributable to shareholders of listed company 316,219,559.36 311,406,562.20 1.55% (RMB) Increase/decrease in Increase/decrease in comparison with comparison with Year-begin to end of Current period year-begin to same period of last the Period Period-end of last year year Operating revenue (RMB) 147,394,897.89 4.77% 456,933,423.45 17.34% Net profit attributable to shareholders of the listed -2,763,587.66 -147.51% 4,509,368.56 -77.45% company (RMB) Net profit attributable to shareholders of the listed company after deducting -3,187,589.84 80.66% 2,994,883.68 112.12% non-recurring gains and losses(RMB) Net cash flow arising from -- -- -71,069,383.24 -247.88% operating activities(RMB) Basic earnings per share -0.0098 -147.80% 0.0159 -77.48% (RMB/Share) Diluted earnings per share -0.0098 -147.80% 0.0159 -77.48% (RMB/Share) Weighted average ROE -0.87% -2.82% 1.44% -5.42% In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including 94,452.65 the write-off that accrued for impairment of assets) 3 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to 1,356,969.00 national standards, which are closely relevant to enterprise’s business) Other non-operating income and expenditure except for the 569,325.42 aforementioned items Less: impact on income tax 506,262.19 Total 1,514,484.88 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Total number of common shareholders at the end of this report period and top ten common shareholders In Share Total preference shareholders with voting Total common stock shareholders 27,904 rights recovered at end of 0 in reporting period-end reporting period (if applicable) Top ten shareholders Amount of Number of share pledged/frozen Nature of Proportion of Amount of Shareholders restricted shareholder shares held shares held State of share Amount shares held Wuhan Pledged Zhongheng Domestic New Science & non-state-owne 41.14% 116,489,894 Technology Frozen 116,489,894 d legal person Industrial Group Co., Ltd. SEG (HONG Pledged 0 Overseas legal KONG) CO., 5.85% 16,569,560 person Frozen 0 LTD. 4 深圳中恒华发股份有限公司 2016 年第三季度报告全文 GOOD HOPE Pledged 0 CORNER Overseas legal 4.91% 13,900,000 INVESTMEN person Frozen 0 TS LTD Changjiang Pledged 0 Securities Overseas legal Brokerage 1.89% 5,355,249 person Frozen 0 (Hongkong) Co., Ltd. Domestic Pledged 0 Xu Dongdong 0.60% 1,690,307 nature person Frozen 0 Domestic Pledged 0 Jiang Liangwu 0.37% 1,059,800 nature person Frozen 0 BINGHUA Overseas Pledged 0 0.30% 840,113 LIU nature person Frozen 0 Domestic Pledged 0 Yang Yang 0.25% 706,052 nature person Frozen 0 Domestic Pledged 0 Zhu Xionghui 0.24% 667,180 nature person Frozen 0 Domestic Pledged 0 Zhong Jiachao 0.22% 630,000 nature person Frozen 0 Particular about top ten shareholders with un-restrict shares held Type of shares Shareholders Amount of un-restrict shares held Type Amount Wuhan Zhongheng New Science RMB ordinary & Technology Industrial Group 116,489,894 116,489,894 shares Co., Ltd. Domestically SEG (HONG KONG) CO., LTD. 16,569,560 listed foreign 16,569,560 shares Domestically GOOD HOPE CORNER 13,900,000 listed foreign 13,900,000 INVESTMENTS LTD shares Domestically Changjiang Securities Brokerage 5,355,249 listed foreign 5,355,249 (Hongkong) Co., Ltd. shares RMB ordinary Xu Dongdong 1,690,307 1,690,307 shares 5 深圳中恒华发股份有限公司 2016 年第三季度报告全文 RMB ordinary Jiang Liangwu 1,059,800 1,059,800 shares Domestically BINGHUA LIU 840,113 listed foreign 840,113 shares RMB ordinary Yang Yang 706,052 706,052 shares Domestically Zhu Xionghui 667,180 listed foreign 667,180 shares RMB ordinary Zhong Jiachao 630,000 630,000 shares Among the top ten shareholders, Wuhan Zhongheng New Science & Technology Industrial Group Co., Ltd. neither bears associated relationship with other shareholders, nor belongs Explanation on associated to the consistent actor that are prescribed in Measures for the Administration of Disclosure relationship among the top ten of Shareholder Equity Changes of Listed Companies. The Company neither knew whether shareholders or consistent action there exists associated relationship among the other tradable shareholders, nor they belong to consistent actors that are prescribed in Measures for the Administration of Disclosure of Shareholder Equity Changes of Listed Companies. Explanation on shareholders In top ten common shareholders, Zhou Ningyan holds 1,200,000 shares of the Company, involving margin business about among which, 1,200,000 shares are held through the credit account, representing 100% of top ten common shareholders (if the total shares held, and takes 0.42% of the total shares of the Company applicable) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □Yes √ No Top ten common shareholders or top ten common shareholders with un-restrict shares not held have a buy-back agreement dealing in reporting period 2. Total of shareholders with preferred stock held and the top ten shareholdings □Applicable √Not applicable 6 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable Item 2016-9-30 2016-1-1 Y-o-y changes Reasons Monetary Fund 42,368,202.33 662,115,464.19 -93.60% Repaid long-term loans in current period Endorsement-for-transfer of notes increased in the Note receivable 30,520,333.14 54,346,509.74 -43.84% period Account receivable 186,745,632.65 109,965,992.14 69.82% Account receivable increased due to the peak season Interest receivable at year-begin received in the Interest receivable - 1,838,752.40 -100.00% period Rents for investment has not been collected in the Other receivable 22,705,383.18 9,411,791.40 141.24% period Inventory 36,327,256.72 27,132,125.91 33.89% Inventory increased due to the peak season Deferred tax assets 8,694,221.49 6,400,271.29 35.84% Deductible losses occurred in the Period Short term loan 161,192,303.22 119,479,107.41 34.91% Short-term loans increased in the Period Endorsement-for-transfer of notes increased in the Notes payable 14,320,045.41 53,614,420.20 -73.29% period Account received in advance 2,444,670.02 1,147,469.52 113.05% Utilities received in advance in the Period increased Long term loan - 554,700,000.00 -100.00% Long-term loans are paid to the Bank in the Period Item Jan. to Sept. 2016 Jan. to Sept. 2015 Y-o-y changes Reasons Tax and additional from the property rental Business taxes and decreased due to the replace the business tax with additional 2,543,023.16 4,920,188.37 -48.31% VAT Financial expenses 4,602,555.08 43,199,943.80 -89.35% Bank loans decreased in the Period Investment gains - 42,833,976.84 -100.00% Earnings from financial products in prior period There were overdue fine of export VAT in last Non-business expenditure 67,871.14 313,562.80 -78.35% period There were deductible losses of un-recognized Income tax expenses 1,532,808.42 79,073.46 1838.46% deferred income tax assets in last period Item Jan. to Sept. 2016 Jan. to Sept. 2015 Y-o-y changes Reasons 7 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Cash received relating to The come-and-go money between companies are other operating activities 7,503,048.25 104,728,770.98 -92.84% collected in last period Cash paid for relating to The come-and-go money between companies paid other operating activities 39,836,581.63 22,027,295.69 80.85% increased over that of last period Cash received from investment - 500,000,000.00 -100.00% Financing product was redeem in last period Cash received from investment gains - 42,833,333.35 -100.00% Earnings from financial products in prior period Net cash received from disposal of fixed assets, intangible assets and other Dispose fixed assets and take back funds in current long-term assts 202,772.00 20,000.00 913.86% period Cash paid for purchasing fixed assets, intangible assets and other long-term assts 4,739,000.50 14,542,977.61 -67.41% Purchasing Xingfuhai shops in last period Cash paid for relating to Come-and-go money for old change are paid in last other investment activities - 500,099,356.51 -100.00% period Cash received from loans 183,246,761.70 273,598,564.67 -33.02% Loans have reduced in current period Cash paid for debt payment 696,946,397.73 303,673,954.40 129.50% Pay long-term loans in advance in current period Cash paid for distribution of dividend, profit or interest payment 7,028,536.77 39,318,168.08 -82.12% Loans have reduced in current period Cash paid for relating to The management charge of bank assets and loan other financing activities 2,185,000.00 - guarantee are paid in the period Impact on cash or cash equivalent from change of foreign exchange -384,943.38 31,906.89 1306.46% Exchange rate fluctuation II. Progress of significant events, their influences, and analysis and explanation of their solutions √ Applicable □Not applicable (I) The Company signed Asset Exchange Contract with Wuhan Zhongheng Group on 29 April 2009 (details were referred to in the announcement dated 30 April 2009), and pursuant to the contract, since part of the assets of the Company (namely two parcel of industrial lands located at Huafa road, Gongming town, Guangming new district, Shenzhen (the property certificate No. were SFDZ No.7226760 and SFDZ No.7226763, No. of parcels were A627-005 andA627-007, and the aggregate area was 48,200 sq.m) were the lands listed in the first batch of plan for 2010 Shenzhen urbanization unit planning preparation plan. For promotion of such urbanization project and joint cooperation, the Company has not completed the transfer procedures in respect of the aforesaid land. 8 深圳中恒华发股份有限公司 2016 年第三季度报告全文 The Company convoked the first extraordinary meeting of the Board in 2015 on February 16, 2015 and the first extraordinary general meeting of the Board in 2015 on March 4, 2015, which considered and approved the “Motion on promoting and implementing the urban renewal project for the renewal units of Huafa area at Gongming street, Guangming new district, Shenzhen”, specified that the Company and Wuhan Zhongheng Group shall obtain the corresponding compensatory consideration for removal from the respectively owned project plots and the respectively contributed and constructed above-ground buildings before the land development, it is estimated that the compensatory consideration obtained by the Company accounts for 50.5% of the total consideration and Wuhan Zhongheng Group accounts for 49.5% by calculation. The fifth extraordinary meeting of the board of directors in 2015 and the third extraordinary general meeting held on July 2, 2015 have considered and adopted the “Proposal on the project promotion and implementation of urban renewal and the progress of related transactions of ‘the updated units at Huafa Area, Gong Ming Street, Guangming New District, Shenzhen’” and “Proposal on submitting stockholders' meeting to authorize the board of directors to fully handle the matters related to the project promotion and implementation of urban renewal of Huafa Area, Gong Ming Street, Guangming New District, Shenzhen”. The company has signed the “Agreement on the cooperation framework of urban renewal project of the updated units at Huafa Area, Gong Ming Street, Guangming New District, Shenzhen”, “Agreement on the cooperation framework of reconstruction project at Huafa, Gongming”, “Agreement on the removal compensation for urban renewal project at Huafa, Gong Ming Street, Guangming New District” and “Cooperation agreement on urban renewal project at Huafa, Gongming” with Shenzhen Qianhai Zhongzheng Urban Development Management Co., Ltd. (hereinafter referred to as “Qianhai Zhongzheng”), Shenzhen Zhongzheng Yutian Land Co., Ltd. (hereinafter referred to as “Zhongzheng Yutian”) and Wuhan Zhongheng Group. The company’s seventh meeting of the eighth board of directors has considered and adopted the “Proposal on terminating the contract on urban renewal project at ‘Huafa Area, Gong Ming Street, Guangming New District, Shenzhen’ of Shenzhen Qianhai Zhongzheng Urban Development Management Co., Ltd.”, the company has signed “Agreement on terminating the contract on urban renewal project at Huafa, Gongming” with Qianhai Zhongzheng, Zhongzheng Yutian and Wuhan Zhongheng Group, the relevant agreements signed at earlier stage are no longer legally binding to any party. The sixth extraordinary meeting of the board of directors in 2015 and the third extraordinary general meeting held on September 11, 2015 have considered and adopted the “Proposal on the project promotion and implementation of urban renewal and the progress of related transactions of ‘the updated units at Huafa Area, Gong Ming Street, Guangming New District, Shenzhen’”, the company has signed the “Agreement on the cooperation of urban renewal project of the updated units at Huafa Area, Gong Ming Street, Guangming New District, Shenzhen”, “Contract for the cooperative venture of reconstruction project for Huafa Industrial Park, Gong Ming Street, Guangming New District” and “Agreement on housing acquisition and removal compensation and resettlement” with Wuhan Zhongheng New Technology Industry Group Co., Ltd. (hereinafter referred to as “Wuhan Zhongheng Group”), Shenzhen Vanke Real Estate Co., Ltd. (hereinafter referred to as “Shenzhen Vanke”), and 9 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Shenzhen Vanke Guangming Real Estate Development Co., Ltd. (hereinafter referred to as “Vanke Guangming”). On 12 September 2016, the Company and Wuhan Zhongheng Group received a Notice of No. SHEN DP20160334 Arbitration (HNGZSS[2016] No.D4715) from South China International Economic and Trade Arbitration Commission. The Arbitration Commission of South China has accepted the artribition application from Shenzhen Vanke, which is applies for the disbutes in aspect of the “Cooperative Venture Contract of Old Urban Transformation for the Huafa Industry Zone in Gongming Street, Guangming New District” signed on 21 August 2015 with the Company and Wuhan Zhongheng Group. Found more in Artribution and Lawsuit of the Company Involved and Promotion of the Urban Renewal of “Huafa Area in Gongming Street, Guangming New District of Shenzhen, and Progress of Related Transactions” released on Juchao Website (http://www.cninfo.com.cn/) dated 14 September 2016. (II) With purpose of further optimize the capital structure; improve financial status of the Company and providing necessary capital condition and liquidity for the upgrade of industry business transformation, specialization of the property operation and development of large-scale, the Company plans to private offering A-share. Controlling shareholder - Wuhan Zhongheng New Technology Industry Group Co., Ltd. subscribe 87.6 million shares at most in cash, fund raised no more than 599.184 million Yuan (issuance cost included) in total, the fund are raised for debt payment and supplement current capital in order to laying a solid foundation of the sustainable development of the Company. Relevant private placement of A-share has been deliberated and approved by third extraordinary meeting of 2015 of the Board and Annual General Meeting 2014, found more in notice published on Juchao Website (www.cninfo.com.cn) dated 20 March and 20 May 2015. For guarantee a persistently, efficiently and smoothly running of the privately offering of A-share, being deliberated and approved by the first extraordinary shareholders general meeting of 2016, prolong the period of validity of the resolution to 12 months. Found more in the annoucement released on Juchao Website (www.cninfo.com.cn) dated 18 May 2016. (III) On December 29, 2015, Wuhan Zhongheng Group has completed the procedures to relieved the registration of pledge in China Securities Depository and Clearing Corporation Limited Shenzhen Branch for the Company’s non-restricted circulating shares of 116,489,894 shares (accounting for 100% of its holding of the Company’s shares, and 41.14% of the company’s general capital) that have been pledged to China CITIC Bank Corporation Limited Wuhan Branch, and handled the procedures for the registration of pledge in China Merchants Securities Co. Ltd. for 116,100,000 shares (accounting for 41% of the company’s general capital) of them in twice on December 31, 2015 and February 1, 2016, please see detailed on the announcement released on www.cninfo.com.cn on January 13, 2016 and February 19. (IV) On January 18, 2016, the company received the official notice of investigation from China Securities Regulatory Commission who has decided to register and investigate the company as a suspect of illegal disclosure of information, please see details on the announcement released on www.cninfo.com.cn on January 19, 2016. The “Administrative Punishment Decision Notice in Advance ” [2016] No.6 was received by the Company from 10 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Shenzhen regulatroy authority of CSRC on 18 September 2016. Shenzhen regulatroy authority of CSRC making the follow decisions as: ordered the Company to make corrections and given a warning, and impose a fine of 400,000 Yuan; issue a warning to Li Zhongqiu, and impose a fine of 250,000 Yuan; issue a warning to Chen Zhigang and impose a fine of 80,000 Yuan; issue a warning to Tang Ganyu and impose a fine of 50,000 Yuan; issue a warning to Weng Xiaojue and Cao Li and impose a fine of 30,000 Yuan. Foune more in “Notice of Receiving an Administrative Punishment Decision Notice in Advance from CSRC” released on Juchao Website dated 19 September 2016. The Company did not received a notice of a penalty decision up to 30 September 2016. (V) The 8th BOD was expired in August 2016. The Proposal of General Election of the Board was deliberated and approved by the 10th session of 8th BOD held on 29 August 2016, the first extraordinary meeting of 2016 held on 7 September 2016 and the second extraordinary general meeting of 2016 held on 19 September 2016. And Li Zhongqiu, Li Yongping, Yang Bin, Li Ding’an, Xu Jinwen and Zhang Zhaoguo were elected as the directors of the 9th BOD of the Company. Holding a first meeting of 9th BOD on 7 September 2016 for deliberated proposals of Election of the Chairman of the Board and Members of the Committee under the 9th BOD, and completed the general election of the Board. The 8th Supervisory Committee of the Company was expired in August 2016. The Proposal of General Election of Supervisory was deliberated and approved by the 10th session of 8th Supervisory Committee held on 29 August 2016 and the second extraordinary general meeting of 2016 held on 19 September 2016. And Huang Yanbo and Chen Qin were elected as the supervisor of the 9th Supervisory Committee of the Company. Geng Qu was elected as the supervisor of workers of the 9th supervisory committee by the congress of workers. On 7 September, the Proposal of General Election of Chairman of Supervisory Committee was deliberated and approved by the first meeting of 9th supervisory committee, and Huang Yanbo was elected as the Chairman of supervisory committee. (VI) Among the shares held by controlling shareholder Wuhan Zhongheng Group, Shenzhen Intermediate Peoples Court judicial freeze the 116,489,894 shares (un-restricted shares) by 2016 Yue 03 CB No.53 from 27 September 2016 to 26 September 2018, the property preservation apply by Shenzhen Vanke Real Estate Co., Ltd. for arbitration case. Please refer to the Notice released by the Company on Juchao Website (www.cninfo.com.cn) dated 26 October 2016. III. Commitments that the company, shareholders, actual controller, purchaser, directors, supervisors, senior management or other related parties have fulfilled during the reporting period and have not yet fulfilled by the end of reporting period √Applicable □ Not applicable Type of Content of Commitmen Commitmen Implementa Commitments Promise commitment commitment t date t term tion s s Commitments for share reform Commitments in report of Wuhan The 2007-03-29 Implement Normally 11 深圳中恒华发股份有限公司 2016 年第三季度报告全文 acquisition or equity change Zhongheng enterprise since 12 implementi Group and its April 2007 ng subsidiaries throughout will not the year participate directly or indirectly in operation of the business with competitive of Shen Huafa and its controlling subsidiary concerned, and not to damage the interest of the Shen Huafa and its controlling subsidiary by making use of the potential controlling- ship of the Shen Huafa either The enterprise and its subordinate Implement enterprise Wuhan since 12 Normally shall avoid a Zhongheng 2007-03-29 April 2007 implementi related Group throughout ng transaction the year as far as possible with Shen Huafa and 12 深圳中恒华发股份有限公司 2016 年第三季度报告全文 its controlling subsidiary, as for the related dealings occurred inevitable or have reasonable cause, the enterprise promise to follow the principle of fair-ness, justice and open-ness, signed the agreement in line with the laws, perform legal program, fulfill information disclosure obligation and relevant approval procedures according to the relevant laws, regulations and “Listing Rules” of the Shenzhen Stock Exchange, guarantee not to 13 深圳中恒华发股份有限公司 2016 年第三季度报告全文 damage the legal interest of Shen Huafa and its shareholders through related transactions After acquisition and assets restructurin g, guarantee to have an independent staff, owns Implement independent Wuhan since 12 Normally and Zhongheng 2007-03-29 April 2007 implementi completed Group throughout ng assets, and the year independent in aspect of business, financial and institution from Shen Huafa Commitments in assets reorganization Commitments make in initial public offering or re-financing Equity incentive commitment Other commitments for medium and small shareholders Perform the commitment promptly Yes or not If the commitments is not fulfilled on time, shall explain the specify N/A reason and the next work plan 14 深圳中恒华发股份有限公司 2016 年第三季度报告全文 IV. Estimation of operation performance for year of 2016 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason □ Applicable √ Not applicable V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. VI. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Date Method Type of investors Basic situation index of investigation Operation situation of the Company, 1 July to 30 September 0f Telephone communication Individual assets status and process of city update 2016 projects VII. Guarantee outside against the regulation □Applicable √Not applicable The Company has no external security against the rules in the Period. IX. Non-operational fund occupation from controlling shareholders and its related party □ Applicable √ Not applicable There are no controlling shareholders' and its related party's non-business capital occupying of the listed company. 15 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by SHENZHEN ZHONGHENG HUAFA CO., LTD 2016-09-30 In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 42,368,202.33 662,115,464.19 Settlement provisions Capital lent Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable 30,520,333.14 54,346,509.74 Accounts receivable 186,745,632.65 109,965,992.14 Accounts paid in advance 3,750,490.99 3,092,021.10 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable 1,838,752.40 Dividend receivable Other receivables 22,705,383.18 9,411,791.40 Purchase restituted finance asset Inventories 36,327,256.72 27,132,125.91 Divided into assets held for sale 92,857,471.69 92,857,471.69 Non-current asset due within one year Other current assets Total current assets 415,274,770.70 960,760,128.57 Non-current assets: Loans and payments on behalf 16 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment Investment property 29,100,234.91 30,019,906.66 Fixed assets 105,534,839.51 110,607,425.50 Construction in progress 654,356.00 654,356.00 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 45,251,669.45 46,372,390.49 Expense on Research and Development Goodwill Long-term expenses to be 221,583.10 274,758.16 apportioned Deferred income tax asset 8,694,221.49 6,400,271.29 Other non-current asset Total non-current asset 189,456,904.46 194,329,108.10 Total assets 604,731,675.16 1,155,089,236.67 Current liabilities: Short-term loans 161,192,303.22 119,479,107.41 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable 14,320,045.41 53,614,420.20 Accounts payable 63,634,565.46 54,241,655.86 Accounts received in advance 2,444,670.02 1,147,469.52 Selling financial asset of repurchase Commission charge and commission payable 17 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Wage payable 3,902,364.58 4,731,615.47 Taxes payable 17,041,783.56 20,498,295.88 Interest payable Dividend payable Other accounts payable 23,371,971.74 32,665,698.32 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 285,907,703.99 286,378,262.66 Non-current liabilities: Long-term loans 554,700,000.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Projected liabilities 2,604,411.81 2,604,411.81 Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 2,604,411.81 557,304,411.81 Total liabilities 288,512,115.80 843,682,674.47 Owner’s equity: Share capital 283,161,227.00 283,161,227.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 146,587,271.50 146,283,642.90 18 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus public reserve 77,391,593.25 77,391,593.25 Provision of general risk Retained profit -190,920,532.39 -195,429,900.95 Total owner’s equity attributable to 316,219,559.36 311,406,562.20 parent company Minority interests Total owner’s equity 316,219,559.36 311,406,562.20 Total liabilities and owner’s equity 604,731,675.16 1,155,089,236.67 Legal representative: Li Zhongqiu Person in charge of accounting works: Yang Bin Person in charge of accounting institution: Wu Aijie 2. Balance Sheet of parent company In RMB Item Closing balance Opening balance Current assets: Monetary funds 21,140,096.03 524,937,734.32 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable Accounts receivable 322,194.43 322,194.43 Account paid in advance 5,588.32 1,005,472.83 Interest receivable Dividends receivable Other receivables 103,136,528.83 76,212,908.56 Inventories 14,806.50 14,806.50 Divided into assets held for sale 92,857,471.69 92,857,471.69 Non-current assets maturing within one year Other current assets Total current assets 217,476,685.80 695,350,588.33 Non-current assets: Available-for-sale financial assets 19 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Held-to-maturity investments Long-term receivables Long-term equity investments 186,608,900.00 186,608,900.00 Investment property 29,100,234.91 30,019,906.66 Fixed assets 4,190,345.52 4,726,034.98 Construction in progress 654,356.00 654,356.00 Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets 5,024,782.83 5,133,492.12 Research and development costs Goodwill Long-term deferred expenses 204,166.60 241,666.63 Deferred income tax assets 9,498,845.74 7,204,895.54 Other non-current assets Total non-current assets 235,281,631.60 234,589,251.93 Total assets 452,758,317.40 929,939,840.26 Current liabilities: Short-term borrowings 119,900,000.00 19,600,000.00 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable Accounts payable 9,740,367.33 10,745,840.16 Accounts received in advance 2,431,047.00 735,382.00 Wage payable 840,445.22 788,575.28 Taxes payable 9,435,403.83 16,934,546.28 Interest payable Dividend payable Other accounts payable 16,969,133.35 26,415,353.86 Divided into liability held for sale Non-current liabilities due within 1 year 20 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Other current liabilities Total current liabilities 159,316,396.73 75,219,697.58 Non-current liabilities: Long-term loans 554,700,000.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Projected liabilities 2,604,411.81 2,604,411.81 Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 2,604,411.81 557,304,411.81 Total liabilities 161,920,808.54 632,524,109.39 Owners’ equity: Share capita 283,161,227.00 283,161,227.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 146,587,271.50 146,283,642.90 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus reserve 77,391,593.25 77,391,593.25 Retained profit -216,302,582.89 -209,420,732.28 Total owner’s equity 290,837,508.86 297,415,730.87 Total liabilities and owner’s equity 452,758,317.40 929,939,840.26 3. Consolidated Profit Statement (this report period) In RMB Item Current Period Last Period 21 深圳中恒华发股份有限公司 2016 年第三季度报告全文 I. Total operating income 147,394,897.89 140,688,910.96 Including: Operating income 147,394,897.89 140,688,910.96 Interest income Insurance gained Commission charge and commission income II. Total operating cost 151,575,227.83 149,315,806.90 Including: Operating cost 132,744,735.37 119,199,333.52 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 386,654.00 1,242,893.86 Sales expenses 2,606,106.05 2,490,619.26 Administration expenses 13,547,556.46 13,576,215.13 Financial expenses 2,290,175.95 12,806,745.13 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed 13,333,333.37 with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with -4,180,329.94 4,706,437.43 “-”) Add: Non-operating income 569,981.70 1,899,133.76 Including: Disposal gains of 10.94 9,774.76 non-current asset 22 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Less: Non-operating expense 4,645.46 383.84 Including: Disposal loss of 2,641.30 non-current asset IV. Total Profit (Loss is listed with “-”) -3,614,993.70 6,605,187.35 Less: Income tax expense -851,406.04 787,945.37 V. Net profit (Net loss is listed with “-”) -2,763,587.66 5,817,241.98 Net profit attributable to owner’s of -2,763,587.66 5,817,241.98 parent company Minority shareholders’ gains and losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial 23 深圳中恒华发股份有限公司 2016 年第三季度报告全文 assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income -2,763,587.66 5,817,241.98 Total comprehensive income -2,763,587.66 5,817,241.98 attributable to owners of parent Company Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share -0.0098 0.0205 (ii) Diluted earnings per share -0.0098 0.0205 Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and realized 0 Yuan at last period for combined party Legal representative: Li Zhongqiu Person in charge of accounting works: Yang Bin Person in charge of accounting institution: Wu Aijie 4. Profit Statement of parent company (this report period) In RMB Item Current Period Last Period I. Operating income 4,129,711.91 14,889,810.19 Less: Operating cost 1,190,205.13 3,566,116.87 Operating tax and extras 280,928.53 906,526.38 Sales expenses Administration expenses 7,102,730.11 8,513,341.41 Financial expenses 2,189,275.72 12,100,843.00 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is 13,333,333.37 listed with “-”) Including: Investment income 24 深圳中恒华发股份有限公司 2016 年第三季度报告全文 on affiliated company and joint venture II. Operating profit (Loss is listed -6,633,427.58 3,136,315.90 with “-”) Add: Non-operating income 315,130.00 183,848.00 Including: Disposal gains of non-current asset Less: Non-operating expense Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with -6,318,297.58 3,320,163.90 “-”) Less: Income tax expense -1,579,574.39 IV. Net profit (Net loss is listed with -4,738,723.19 3,320,163.90 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale 25 深圳中恒华发股份有限公司 2016 年第三季度报告全文 financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income -4,738,723.19 3,320,163.90 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share 5. Consolidated profit statement (from year-begin to end of this period) In RMB Item Current Period Last Period I. Total operating income 456,933,423.45 389,423,540.82 Including: Operating income 456,933,423.45 389,423,540.82 Interest income Insurance gained Commission charge and commission income II. Total operating cost 452,911,993.54 414,576,515.80 Including: Operating cost 397,033,133.61 326,662,858.89 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 2,543,023.16 4,920,188.37 Sales expenses 7,889,841.76 7,622,389.84 26 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Administration expenses 40,843,439.93 32,171,134.90 Financial expenses 4,602,555.08 43,199,943.80 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed 42,833,976.84 with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with 4,021,429.91 17,681,001.86 “-”) Add: Non-operating income 2,088,618.21 2,706,187.41 Including: Disposal gains of 116,017.95 9,774.76 non-current asset Less: Non-operating expense 67,871.14 313,562.80 Including: Disposal loss of 21,565.30 non-current asset IV. Total Profit (Loss is listed with “-”) 6,042,176.98 20,073,626.47 Less: Income tax expense 1,532,808.42 79,073.46 V. Net profit (Net loss is listed with “-”) 4,509,368.56 19,994,553.01 Net profit attributable to owner’s of 4,509,368.56 19,994,553.01 parent company Minority shareholders’ gains and losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other 27 深圳中恒华发股份有限公司 2016 年第三季度报告全文 comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 4,509,368.56 19,994,553.01 Total comprehensive income 4,509,368.56 19,994,553.01 attributable to owners of parent Company Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0159 0.0706 (ii) Diluted earnings per share 0.0159 0.0706 Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and realized 0 Yuan at last period for combined party 28 深圳中恒华发股份有限公司 2016 年第三季度报告全文 6. Profit Statement of parent company (from year-begin to end of this period) In RMB Item Current Period Last Period I. Operating income 25,180,025.56 41,050,984.15 Less: Operating cost 3,368,089.42 6,822,404.01 Operating tax and extras 1,378,881.37 2,561,910.04 Sales expenses Administration expenses 22,536,060.96 17,731,451.25 Financial expenses 7,410,539.62 37,658,777.72 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is 42,833,333.35 listed with “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed -9,513,545.81 19,109,774.48 with “-”) Add: Non-operating income 356,669.00 341,154.00 Including: Disposal gains of non-current asset Less: Non-operating expense 18,924.00 1,717.45 Including: Disposal loss of 18,924.00 non-current asset III. Total Profit (Loss is listed with -9,175,800.81 19,449,211.03 “-”) Less: Income tax expense -2,293,950.20 IV. Net profit (Net loss is listed with -6,881,850.61 19,449,211.03 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 29 深圳中恒华发股份有限公司 2016 年第三季度报告全文 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income -6,881,850.61 19,449,211.03 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share 7. Consolidated Cash Flow Statement (from year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 256,769,466.47 287,471,957.64 services 30 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of amount from disposal financial assets that measured by fair value and with variation reckoned into current gains/losses Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning 7,503,048.25 104,728,770.98 operating activities Subtotal of cash inflow arising from 264,272,514.72 392,200,728.62 operating activities Cash paid for purchasing commodities and receiving labor 230,473,778.87 259,502,535.91 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip 31 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Cash paid to/for staff and workers 46,933,579.88 46,694,148.75 Taxes paid 18,097,957.58 15,916,710.01 Other cash paid concerning 39,836,581.63 22,027,295.69 operating activities Subtotal of cash outflow arising from 335,341,897.96 344,140,690.36 operating activities Net cash flows arising from operating -71,069,383.24 48,060,038.26 activities II. Cash flows arising from investing activities: Cash received from recovering 500,000,000.00 investment Cash received from investment 42,833,333.35 income Net cash received from disposal of fixed, intangible and other long-term 202,772.00 20,000.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 202,772.00 542,853,333.35 activities Cash paid for purchasing fixed, 4,739,000.50 14,542,977.61 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning 500,099,356.51 investing activities Subtotal of cash outflow from investing 4,739,000.50 514,642,334.12 activities Net cash flows arising from investing -4,536,228.50 28,210,999.23 activities III. Cash flows arising from financing activities Cash received from absorbing 32 深圳中恒华发股份有限公司 2016 年第三季度报告全文 investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 183,246,761.70 273,598,564.67 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 183,246,761.70 273,598,564.67 activities Cash paid for settling debts 696,946,397.73 303,673,954.40 Cash paid for dividend and profit 7,028,536.77 39,318,168.08 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning 2,185,000.00 financing activities Subtotal of cash outflow from financing 706,159,934.50 342,992,122.48 activities Net cash flows arising from financing -522,913,172.80 -69,393,557.81 activities IV. Influence on cash and cash equivalents due to fluctuation in -384,943.38 31,906.89 exchange rate V. Net increase of cash and cash -598,903,727.92 6,909,386.57 equivalents Add: Balance of cash and cash 632,846,956.16 22,392,147.12 equivalents at the period -begin VI. Balance of cash and cash 33,943,228.24 29,301,533.69 equivalents at the period -end 8. Cash Flow Statement of parent company (from year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling 17,894,121.27 46,388,625.03 33 深圳中恒华发股份有限公司 2016 年第三季度报告全文 commodities and providing labor services Write-back of tax received Other cash received concerning 54,707,013.66 29,730,709.64 operating activities Subtotal of cash inflow arising from 72,601,134.93 76,119,334.67 operating activities Cash paid for purchasing commodities and receiving labor service Cash paid to/for staff and workers 3,852,201.06 4,384,404.98 Taxes paid 11,130,687.76 4,846,872.57 Other cash paid concerning 96,793,074.16 54,909,468.68 operating activities Subtotal of cash outflow arising from 111,775,962.98 64,140,746.23 operating activities Net cash flows arising from operating -39,174,828.05 11,978,588.44 activities II. Cash flows arising from investing activities: Cash received from recovering 500,000,000.00 investment Cash received from investment 42,833,333.35 income Net cash received from disposal of fixed, intangible and other long-term 576.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 576.00 542,833,333.35 activities Cash paid for purchasing fixed, 2,770,892.00 29,899.00 intangible and other long-term assets Cash paid for investment Net cash received from subsidiaries and other units 34 深圳中恒华发股份有限公司 2016 年第三季度报告全文 Other cash paid concerning 500,000,000.00 investing activities Subtotal of cash outflow from investing 2,770,892.00 500,029,899.00 activities Net cash flows arising from investing -2,770,316.00 42,803,434.35 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 115,000,000.00 14,700,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 115,000,000.00 14,700,000.00 activities Cash paid for settling debts 569,400,000.00 37,800,000.00 Cash paid for dividend and profit 5,492,585.19 35,196,829.31 distributing or interest paying Other cash paid concerning 1,960,000.00 financing activities Subtotal of cash outflow from financing 576,852,585.19 72,996,829.31 activities Net cash flows arising from financing -461,852,585.19 -58,296,829.31 activities IV. Influence on cash and cash equivalents due to fluctuation in 90.95 11,437.57 exchange rate V. Net increase of cash and cash -503,797,638.29 -3,503,368.95 equivalents Add: Balance of cash and cash 524,937,734.32 14,802,258.59 equivalents at the period -begin VI. Balance of cash and cash 21,140,096.03 11,298,889.64 equivalents at the period -end II. Audit Report Whether the third quarter report was audited or not □Yes √No 35 深圳中恒华发股份有限公司 2016 年第三季度报告全文 The third quarter report of the Company has not been audited. 36