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深深房B:2009年半年度报告(英文版)2009-08-14  

						(000029 SHENSHENFANG-A 200029 SHENSHENFANG-B)

    Shenzhen Special Economic Zone Real Estate

    & Properties (Group) Co., Ltd.

    Semi-Annual Report 2009

    15 August 20091

    Contents

    I. Important Notice………………………………………………………………….…1

    II. Company Profile……………………………………………………………………2

    III. Change of Capital Share and Shares Held by Principal Shareholders………….....4

    IV. Particulars about the Directors, Supervisors and Senior Executives………………4

    V. Discussion and Analysis of Executives……………………………………………..6

    VI. Significant Events…………………………………………………………………10

    VII. Financial Report………………………………………………………….……...14

    VIII. Documents Available for Reference……………………………………………91

    Section I. Important Notice

    The Board of Directors and directors of Shenzhen Special Economic Zone Real Estate &

    Properties (Group) Co., Ltd (hereinafter referred to as the Company) guarantee that there

    are no any omissions, fictitious or serious misleading statements carried in the report and

    will take all responsibilities, individual and/or joint for the authenticity, accuracy and

    integrality of the whole contents.

    None of the directors declared uncertainty or disagreement about the truthfulness,

    accuracy, and completeness of this interim report.

    All the directors attend the Board Meeting.

    Zhou Jianguo, person in charge of the Company, Guo Hongzhuang, chief in charge of

    accounting work and Chen Jincai, person in charge of accounting firm hereby confirm the

    financial report in semi-annual report is true and complete.

    Semil-Annual Report 2009 has not been audited.

    The Report is written in both English and Chinese. In case of any discrepancy between

    the two versions, Chinese version prevails.2

    Section II Company Profile

    I. Company profile

    1. Legal Name of the Company

    In Chinese: 深圳经济特区房地产(集团)股份有限公司

    In English: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &

    PROPERTIES (Group) CO., LTD

    Abbreviation in Chinese: 深房集团

    Abbreviation in English: SPG

    2. Stock Listed in: Shenzhen Stock Exchange

    Short Form of A Share: SHENSHENFANG A Stock Code: 000029

    Short Form of B share: SHENSHENFANG B Stock Code: 200029

    3. Registered Address: 47/F, SPG Plaza, No. 3005, Renmin South Road, Shenzhen

    Office Address: 46/F-48/F, SPG Plaza, No. 3005, Renmin South Road, Shenzhen

    Postal Code: 518001

    E-mail: spg@163.net

    4. Legal Representative: Zhou Jianguo

    5. Secretary of the Board: Chen Ji

    Securities Affairs Representative: Feng Hongwei

    Tel.: (0755) 82293000-4718, 4715

    Fax: (0755) 82294024

    E-mail: spg@163.net

    6. Newspapers for Disclosing Information: China Securities Journal and Ta Kung Pao

    Internet Website Designated by CSRC: http://www.cninfo.com.cn

    The Place Where the Interim Report is Prepared and Placed: Room 4703, 47/F of SPG

    Plaza, No. 3005, Renmin South Road, Shenzhen

    7. Other Information of the Company

    Business Scope of the Company: real estate development and sales of commercial

    housing, property lease and management, decoration and installation of buildings, retails

    and trade of commodity, hotel and catering services.

    Initial Registration Date: 8 Jan. 1980

    Registration Place: Shenzhen Administration for Industry and Commerce

    Registration Number of Business License: 440301103225878

    Registration number of Taxation: 440300192179585

    Name and Address of Certified Public Accountant engaged by the Company:

    Name: Shenzhen Nanfang Minhe Certified Public Accountants

    Address: 8/F, Electronics Tech. Bldg., No. 2007, Shennan Middle Road, Shenzhen

    II. Main Financial Data and Indices

    1. Main financial data and indices3

    Unit: Yuan

    At the end of the

    report period

    At the period-end

    of last year

    Increase/decrease

    compared with the

    period-end of last year (%)

    Total assets 2,171,299,597.84 2,265,656,678.91 -4.16%

    Shareholders’ equity attributable to listed company 1,216,101,576.35 1,208,288,874.76 0.65%

    Net assets attributable to shareholders of listed company

    per share 1.20 1.19 0.84%

    In current period The same period

    of last year

    Increase/decrease

    year-on-year (%)

    Operating profit 12,022,240.15 22,577,035.84 -46.75%

    Net profit attributable to shareholders of listed company 7,725,323.97 13,925,382.42 -44.52%

    Net profit attributable to shareholders of listed company

    after deducting non-recurring profit and loss 7,628,241.73 11,842,513.81 -35.59%

    Net cash flow from operating activities -21,003,143.36 -18,881,571.47 -11.24%

    Net cash flow from operating activities per share -0.0208 -0.0187 -11.23%

    Basic earnings per share 0.0076 0.0138 -44.93%

    Diluted earnings per share 0.0076 0.0138 -44.93%

    Basic EPS after deducting non-recurring profit and loss 0.0075 0.0117 -35.89%

    Net return on equity (diluted) 0.64% 1.15% -0.51%

    Net return on equity after deducting non-recurring profit

    and loss (diluted) 0.63% 0.98% -0.35%

    2. Items of non-recurring gains and losses

    Unit: RMB Yuan

    Items Amount

    Gains and losses from disposal of non-current assets -48,232.00

    Gains and losses from changes in fair value of transaction financial assets and transaction financial

    responsibilities, and investment income from disposal of transaction financial assets/responsibilities and

    financial assets available for sale, excluding valid hedging business relating to normal operation.

    142,368.98

    Other operating income and expense -6,693.95

    Impact on income tax 9,639.21

    Total 97,082.244

    Section III Changes in Share Capital and Particulars about Shares Held by

    Principal Shareholders

    I. Particulars about changes in share capital

    The Company’s share capital remained unchanged in the report period.

    II. Shares held by shareholders

    1. Up to 30 Jun. 2009, only Shenzhen Investment Holdings Co., Ltd held over 5% shares

    of the Company. Shenzhen Investment Holdings Co., Ltd held 650,980,149 shares not

    subject to trading moratorium. From 25 May 2007 to 14 May 2009, Shenzhen Investment

    Holdings Co., Ltd reduced 10,183,700 shares, and none of shares were frozen, pledged or

    entrusted to manage.

    2. Particulars about shares held by the top ten shareholders and the top ten shareholders

    holding shares not subject to trading moratorium

    Unit: share

    Total number of shareholders 103,492

    Particulars about shares held by the top ten shareholders

    Name of shareholders Nature of shareholders Proportion Total number

    of shares held

    Shares subject to

    trading moratorium held

    Shares pledged

    or frozen

    Shenzhen Investment Holdings

    Co., Ltd

    State corporation 64.35% 650,980,149 0 0

    Shen Yanli Domestic natural person 0.10% 1,009,560 0 0

    Ju Xinru Domestic natural person 0.09% 960,000 0 0

    Luo Genlian Domestic natural person 0.09% 948,600 0 0

    Ma Yao Domestic natural person 0.09% 917,900 0 0

    Liu Nan Domestic natural person 0.09% 884,700 0 0

    Cao Hongtao Domestic natural person 0.09% 861,305 0 0

    BOCI Securities Limited Domestic non-state corporation 0.07% 749,434 0 0

    Zhang Rui Domestic natural person 0.07% 730,700 0 0

    CHU KOON YUK Foreign natural person 0.07% 720,000 0 0

    Particulars about shares held by the top ten shareholders holding tradable shares

    Name of shareholders Number of shares not subject to

    trading moratorium held Type of share

    Shenzhen Investment Holdings Co., Ltd 650,980,149 Renminbi ordinary shares

    Shen Yanli 1,009,560 Renminbi ordinary shares

    Ju Xinru 960,000 Renminbi ordinary shares

    Luo Genlian 948,600 Renminbi ordinary shares

    Ma Yao 917,900 Renminbi ordinary shares

    Liu Nan 884,700 Renminbi ordinary shares

    Cao Hongtao 861,305 Renminbi ordinary shares

    BOCI Securities Limited 749,434 Domestically listed foreign shares

    Zhang Rui 730,700 Renminbi ordinary shares

    CHU KOON YUK 720,000 Domestically listed foreign shares

    Explanation on associated relationship or action-in-concert

    among the above shareholders Unknown

    3. Particulars about controlling shareholders of the Company

    During the report period, controlling shareholders of the Company remained unchanged.

    Section IV Particulars about Directors, Supervisors and Senior Executives

    I. Changes in shares held by directors, supervisors and senior executives

    During the report period, shares held by directors, supervisors and senior executives

    remained unchanged. 7400 shares held by Shao Zhihe, former Chairman of the Board,

    were still subject to trading moratorium.

    II. New engagement and dismissal of directors, supervisors and senior executives5

    The Company elected new Board of Directors and Supervisory Committee by the

    Extraordinary Shareholders’ General Meeting on 11 Feb. 2009 (for details please refer to

    public notice in http://www.cnonfo.com.cn dated 12 Feb. 2009.)6

    Section V Discussion and Analysis of Executives

    I. Overall operations status of the Company in the first half year 2009

    1. The Company belongs to real estate industry and is engaged in the development of real

    estate and sales of commercial house, lease and management of property, construction

    decoration and installation, retail and trade of commodities and hotel and catering

    services. In the first half year of 2009, owing to influence of various uncertain factors of

    real estate market in Shenzhen, market was fluctuant. Main project of the Company was

    Shantou Jinye Island International Garden, and development of real estate and sales

    progress were actualized basically as scheduled. The Company will persist in market and

    benefit as guidance, in line with the guideline of “preventing risks, for exist, seizing

    chance and seeking for development”, further enhance the competition capacity of the

    Company, strive to achieve the system innovation and new breakthrough of operation.

    2. Analysis and explanation on operating achievements

    Unit: RMB Yuan

    Items Jan.-Jun. 2009 Jan.-Jun. 2008 Increase/decrease amount Increase/decrease %

    Operating income 290,811,601.49 295,167,532.51 -4,355,931.02 -1.48

    Operating cost 218,500,804.81 191,144,093.35 27,356,711.46 14.31

    Sales tax and extra charges 24,785,610.35 31,822,017.54 -7,036,407.19 -22.11

    Sales expenses 3,888,471.54 3,225,825.63 662,645.91 20.54

    Administrative expenses 29,658,569.11 36,485,076.90 -6,826,507.79 -18.71

    Financial expenses 9,782,087.07 14,797,376.17 -5,015,289.10 -33.89

    Expense during reporting period 43,329,127.72 54,508,278.70 -11,179,150.98 -20.51

    Income from change of fair value 133,836.40 -302,557.00 436,393.40 144.24

    Income from investment 7,692,345.14 5,186,449.92 2,505,895.22 48.32

    Operating profit 12,022,240.15 22,577,035.84 -10,554,795.69 -46.75

    Non-operating income 30,925.09 2,643,967.88 -2,613,042.79 -98.83

    Non-operating expenditure 85,851.04 321,648.85 -235,797.81 -73.31

    Total profit 11,967,314.20 24,899,354.87 -12,932,040.67 -51.94

    Income tax 4,267,635.56 11,068,922.23 -6,801,286.67 -61.44

    Net profit 7,699,678.64 13,830,432.64 -6,130,754.00 -44.33

    Net profit attributable to owner of

    parent company 7,725,323.97 13,925,382.42 -6,200,058.45 -44.52

    Profits and losses of minority

    shareholders -25,645.33 -94,949.78 69,304.45 -72.99

    Continually influenced by financial crisis during the report period, under lead of the

    Board of Directors, management of the Company active replied to change of market with

    operating target of 2009 and theme of development and perfected construction of internal

    control system. Operating business of the Company was stable, capital quality was nice

    and financial status was comparatively stable.

    (1) Influenced by the financial crisis, the Company realized total profit amounting RMB

    11,967,300 in interim of 2009, with a decrease of RMB 12,932,100 compared with RMB

    24,899,400 realized in the same period of the previous year, as well as drop of 51.94%;

    achieved net profit attributable to shareholders of listed company amounting to RMB

    7,725,300, with a decrease of RMB 6,200,100 compared with RMB 13,925,400 realized

    in the same period of the previous year, as well as a drop of 44.52%. Decrease of profit

    was mainly due to decrease of operating income and drop of operating gross ratio.

    (2) The Company realized operating profit amounting to RMB 12,022,200, down by

    46.75% compared with RMB 22,577,000 realized at the same period of previous year.

    ① The Company realized operating income amounting to RMB 290,810,000 in interim

    of 2009, down by 1.48% year-on-year; comprehensive gross profit ratio was 24.87%,

    with a decrease of 10.38% year-on-year.

    ②Sales tax and extra charges decreased 22.11% over the same period of last year which

    was mainly because decrease of operating income caused decrease of business tax and

    land value-added tax.

    ③Administrative expenses decreased 18.71% over the same period of last year, mainly

    because the Company perfected internal control and controlled expenses, which was

    effective.7

    ④ Financial expenses decreased 33.89% over the same period of last year, mainly

    because there was no loss from foreign exchange due to little fluctuation exchange rate in

    current period.

    ⑤ Income from change of fair value increased compared with same period of last year,

    which was due to increase of fair value of transaction financial assets.

    ⑥ Investment income increased 48.32% over the same period of last year, mainly

    because bonus received from Kunshan Tiaofeng Electrical Power Co., Ltd in current year

    increased over the same period of last year.

    3. Main business classified according to industries and products

    Unit: RMB’0000 Yuan

    Industries or products Operating

    income Operating cost

    Gross

    profit

    rate (%)

    Increase/decrea

    se of operating

    income

    year-on-year

    (%)

    Increase/decre

    ase of

    operating cost

    year-on-year

    (%)

    Increase/decrea

    se of gross

    profit ratio

    year-on-year

    (%)

    Real estate 102,952,316.99 63,742,098.75 38.09 -25.17 -11.86 -9.35%

    Construction fixing 99,649,713.76 94,023,612.07 5.65 66.72 68.18 -0.82%

    Lease and property management 75,347,008.91 51,038,851.06 32.26 -9.70 -2.79 -4.81%

    Hotel and other services 12,862,561.83 9,696,242.93 24.62 -10.51 -6.93 -2.91%

    Total 290,811,601.49 218,500,804.81 24.87 -1.48 14.31 -10.38%

    Particulars about increase or decrease of income from main operations in overall

    industries:

    (1) Sales income from real estate, main operation of the Company, realized RMB

    102,950,000, with a decrease of 25.17% year-on-year; gross profit ration was 38.09%,

    with a decrease of 9.35% year-on-year. Mainly because structure of sales income from

    real estate changed, the Company mainly sold ordinary residence in current period when

    proportion of Shantou Jinye Island villadom in sales income took a big margin at the

    same period of last year.

    (2) Income from lease and management of property totaled RMB 75.35 million, down by

    9.70% compared with the same period of last year, which was mainly due to decrease of

    occupancy ratio and rent, and gross profit ration dropped 4.81% over the same period of

    last year due to rise of operating cost ratio.

    (3) Income from hotel catering and other services realized RMB 12.86 million, down by

    10.51% compared with the same period of last year, which was mainly because room

    occupancy ratio dropped and income from other service decreased.

    (4) Income from construction decoration totaled RMB 99.65 million, down by 66.72%

    compared with the same period of last year, which was mainly because income from

    cooperated projects, and gross profit ration decreased by 0.82% over the same period of

    last year due to rise of operating cost ratio.

    II. Analysis and explanation on financial status of the Company

    Items 30 Jun. 2009 31 Dec. 2008 Increase/de

    crease %

    Total assets 2,171,299,597.84 2,265,656,678.91 -4.16

    Transaction financial assets 286,164.90 189,488.50 51.02

    Total liabilities 966,385,167.22 1,068,529,304.55 -9.56

    Accounts payable 165,816,050.27 230,446,779.80 -28.05

    Tax payable -4,667,089.26 2,251,929.90 -307.25

    Surplus reserves -- 118,910,686.94

    Retained profit -788,875,447.36 -915,511,458.27 -13.83

    Total of owners’ equity attributable to parent company 1,216,101,576.35 1,208,288,874.76 0.65

    Up to 30 Jun. 2009, total assets of the Company were RMB 2,171.3 million, down by8

    4.16% compared with the year-begin. Including transaction financial assets amounting to

    RMB 290,000 increased 51.02% over the year-begin, which was caused by rise of market

    value in the security secondary market. Other assets had a little change.

    The total liabilities amounted to RMB 966.39 million, with a decrease of 9.56%

    compared to the year-begin, of which: ① the accounts payable decreased by 28.05%

    from the year-begin and stood at RMB 165.82 million, mainly due to the payment for

    construction; and ② The taxes payable also decreased considerably from the year-begin

    and stood at RMB -4.67 million, mainly due to that the Company prepaid, as required, all

    the relevant taxes when it received the money from the sale of building property in

    advance in the Jinye Island Project in Shantao. The balance of other liability items at the

    period-end registered a slighter change from that of the year-begin.

    The surplus reserve and the retained profit both showed a significant change at the

    period-end, mainly because the balance of surplus reserve at the year-begin was used to

    make up the losses in the past years, according to the Proposal on Using Surplus Reserve

    to Make up Losses in the Past Years as approved at the Company’s 2008 Annual

    Shareholders’ General Meeting held on 26 Jun. 2009.

    The shareholders’ equity attributable to listed company (net assets) reached RMB

    1,216,100,000, increasing by 0.65% from RMB 1,202,890,000 at the year-begin, which

    was mainly due to the increase of the net profit and the foreign exchange difference in the

    report period.

    Ⅲ. Problems and difficulties encountered in operation

    (1) There still existed a shortage of resources, and the sustained development still faced

    some hidden problems. In the first half of 2009, the Company did not make any great

    progress in terms of land reserves. Meanwhile, with the various uncertainties and the

    unclear market direction, the risks of unwise investment decision-making were also on

    the rise.

    (2) The core competitiveness was not strong enough and the Company lacked an internal

    impetus mechanism for development. So far, a long-acting incentive mechanism and an

    internal impetus mechanism helpful for the Company’s sustainable development have not

    yet taken shape.

    Ⅳ. Investments in the report period

    1. In the report period, the Company did not raise any funds. There existed no such funds

    carried down from the previous periods, either.

    2. Progress of significant projects invested by non-raised funds

    Project name

    Investment amount in

    report period (RMB’0000)

    Project progress

    Longgang Project (Shuiyuntian) 442

    In the phase of applying for construction and

    preparing for construction

    Shantou Jinye Island International

    Garden

    6,277

    The 9th-phase construction had been completed and

    the 10th-phase was in the process of applying for

    construction, which was expected to start the

    construction in the middle of this July.9

    Shantao Jinhu Road Project 30

    In the phase of working out the preliminary design

    for the project

    Total 6,749 -

    Ⅴ. Business plan for the second half of 2009

    According to the business plan for the second half of 2009, the Company will focus on

    the following:

    1. To promote the construction of Shenzhen Longfeng Villa Project; 2. to strengthen the

    investment in and sale of Shantou Jinye Island Project; 3. to promote the leasing of the

    building property so as to reach the business goal set for the year; 4. to effectively

    implement the Company’s management system so as to improve its overall management

    capability and operating efficiency; and 5. to actively look for land reserve and

    investment projects in order to create favorable conditions for the sustainable

    development of the Company’s main business—real estate.10

    Section VI Significant Events

    Ⅰ. Corporate governance

    In the report period, the Company operated in strict compliance with the Company Law,

    Securities Law, Code of Corporate Governance for Listed Companies, Stock-Listing

    Rules of Shenzhen Stock Exchange and other relevant laws and regulations. At the same

    time, the Company constantly perfected its corporate governance structure and

    established the modern corporate system as required by the regulatory documents

    concerning the corporate governance of listed companies issued by CSRC. In the first

    half, the Company improved its corporate governance in a comprehensive way, with the

    improvement of the Board of Directors as the core. To be specific, the Company amended

    its Rules of Procedure for Board of Directors, Rules of Procedure for Board of

    Supervisors and Specific Rules for General Manager; which took the counseling

    meetings of the management team as the Company’s internal deliberative organ and was

    considered a move to further improve the modern corporate governance mechanism with

    the Board of Directors as the decision-making organ, the operational leading team as the

    execution organ and the Board of Supervisors as the inspecting organ. In addition,

    according to relevant circulars issued by CSRC and CSRC Shenzhen Bureau, the

    Company effectively conducted special campaigns to rectify its corporate governance,

    which successfully avoided the irregular funds occupation by the Company’s main

    shareholder and other related parties.

    The internal control system of the Company was basically established, greatly improved

    and well executed, which ensured the normative and orderly operation of the Company,

    as well as the safety and completeness of the Company’s assets. Such an internal control

    system also provided a reasonable guarantee for the factuality and fairness of the

    financial statements prepared by the Company and made sure the application of relevant

    laws and regulations to the Company’s internal rules and systems. The internal control

    system of the Company as a whole was considered complete, reasonable and effective.

    Meanwhile, according to the Guidelines for Internal Control of Listed Companies, the

    Company had set up a sound internal control system covering every spheres and phases

    of its operation. The plans concerning internal control was effectively carried out, the

    setup and staff inspecting the internal control system were in the right place and the

    accountability system was effectively implemented. To sum up, the corporate governance

    of the Company was basically in line with relevant requirements of CSRC and Shenzhen

    Stock Exchange.

    Ⅱ. Particulars about profit distribution

    The Company would not conduct profit distribution or capitalization of public reserve for

    the first half of 2009. And there existed no profit distribution, capitalization of public

    reserve or issue of new shares which were planned in the previous periods to be

    implemented in the report period.

    Ⅲ. Significant lawsuits and arbitrations

    For the significant lawsuits and arbitrations incurred in the report period or carried down

    from the previous years to the report period, please refer to “1. Significant lawsuits” of

    Note ⅩⅢ of the Financial Report.

    Ⅳ. In the report period, the Company was not involved in any significant asset

    acquisition, sale or reorganization.

    Ⅴ. Related transactions11

    For the Company’s related transactions, as well as the creditor’s rights and liabilities with

    its related parties in the report period, please refer to Note Ⅸ “Related Party

    Relationships and Transactions” of the Financial Report.

    Ⅵ. Particulars about guarantees provided by the Company

    Unit: RMB’0000

    Guarantees provided by the Company for external parties (excluding those for subsidiaries)

    Name of

    guaranteed party

    Date of occurrence

    (date when the

    agreement was

    signed)

    Amount of

    guarantee

    Type of

    guarantee

    Term of

    guarantee

    Whether

    accomplish

    ed or not

    Whether a guarantee for

    related party

    None 30 Jun. 2009 0.00 0 0 Yes No

    Total guarantee amount in report

    period 0.00

    Total guarantee balance at period-end

    (A)

    0.00

    Guarantees provided for subsidiaries

    Total guarantee amount for subsidiaries

    in report period

    0.00

    Total guarantee balance for

    subsidiaries at period-end (B) 2,528.00

    Total guarantee amount provided by the Company (including those for subsidiaries)

    Total guarantee amount (A+B) 2,528.00

    Proportion of total guarantee amount in

    the Company’s net assets 2.08%

    Including:

    Guarantee amount provided for

    shareholders, actual controller and

    their related parties (C)

    0.00

    Debt guarantee amount directly or

    indirectly provided for parties with

    asset-liability ratio over 70% (D)

    0.00

    Amount of total guarantee amount

    exceeding 50% of net assets (E) 0.00

    Total of the above-mentioned three

    types of guarantees (C+D+E)

    0.00

    Explanation on taking on several and

    joint liabilities for undue guarantees

    Inapplicable

    Due to that the Company is engaged in the real estate industry, and according to the

    relevant regulation of the People’s Bank of China that a developer must provide mortgage

    guarantees for property buyers, the Company currently provides phasic joint-liability

    guarantees for its property buyers. And the term of guarantee lasts from the date when the

    bank grants the loan to the date when the mortgage bank gets the real estate ownership

    certificate for the buyers. If the buyers do not perform the debtor’s responsibility within

    the aforesaid guarantee term, the Company is entitled to take back the properties sold.

    Thus, such a kind of guarantee will not bring any actual losses to the Company. As at the

    end of the report period, the Company provided such guarantees totaling RMB 9.13

    million.

    Ⅶ. Particulars about capital occupation

    The Company’s main shareholder and its subsidiaries were not involved in any irregular

    occupation of the Company’s capital.

    Ⅷ. Significant contracts and their implementation

    1. In the report period, the Company did not hold in trust, contract or lease the assets of12

    other companies, or vise versa. And there existed no such matters carried down from the

    previous periods to the report period.

    2. In the report period, the Company did not entrust other with cash assets management.

    And there existed no such matters carried down from the previous periods to the report

    period.

    Ⅸ. Commitments made by the Company or shareholders holding over 5% (including 5%)

    shares of the Company

    During the share merger reform of the Company, Shenzhen Investment Holdings Co., Ltd.

    made the commitments concerning the trading moratorium. By 26 Mar. 2009, all the said

    commitments had been worked off and the trading moratorium had been cancelled. And

    Shenzhen Investment Holdings Co., Ltd. did not make any further commitments

    concerning the trading moratorium on shares.

    Ⅹ. Securities Investments

    Unit: (RMB) Yuan13

    No. Securities variety Stock code Short form of

    stock

    Initial

    investment

    amount

    (Yuan)

    Shares held

    at period-end

    (share)

    Book value at

    period-end

    Proportion in

    total

    securities

    investment at

    period-end

    (%)

    Gains or losses

    in report period

    1 Circulating

    A-share

    601939

    China

    Construction

    Bank

    58,050.00 9,000 54,270.00 18.96% -3,780.00

    2 Circulating

    A-share 601857 China National

    Petroleum 50,100.00 3,000 43,440.00 15.18% -6,660.00

    3 Circulating

    A-share 601328

    Bank of

    Communicatio

    ns

    31,600.00 4,000 36,040.00 12.59% 4,440.00

    4 Circulating

    A-share 601088 China Shenhua 36,990.00 1,000 29,910.00 10.45% -7,080.00

    5 Circulating

    A-share

    002128 Opencut Coal 4,900.00 845 22,578.40 7.89% 17,678.40

    6 Circulating

    A-share 002165 Hongbaoli 6,045.00 1,050 16,758.00 5.86% 10,713.00

    7 Circulating

    A-share 601169 Bank of

    Beijing 12,500.00 1,000 16,260.00 5.68% 3,760.00

    8 Circulating

    A-share

    601168 Western

    Mining

    13,480.00 1,000 15,240.00 5.33% 1,760.00

    9 Circulating

    A-share 601898 China Coal

    Energy 16,830.00 1,000 12,340.00 4.31% -4,490.00

    10 Circulating

    A-share 601998 Citic Bank 11,600.00 2,000 11,940.00 4.17% 340.00

    Other securities investments held at period-end 24,010.00 - 27,388.50 9.57% 3,378.50

    Gains/ losses from securities investment sold in report

    period - - - - 0.00

    Total 266,105.00 - 286,164.90 100% 20,059.90

    Ⅺ. Surveys, interviews and visits received by the Company

    Reception time Reception place Reception way Visitor Main discussion and materials provided

    12 Jan. 2009 The Company’s

    office By telephone Individual

    investor

    Particulars about the Company’s

    construction projects. No written

    materials were provided.

    10 Feb. 2009 The Company’s

    office By telephone Individual

    investor

    Particulars about the provisional

    shareholders’ general meeting. No

    written materials were provided.

    10 Mar. 2009 The Company’s

    office By telephone Individual

    investor

    Particulars about the disclosure date of

    the annual report and the Company’s

    financial position. No materials were

    provided.

    20 Mar. 2009 The Company’s

    office

    By telephone Individual

    investor

    Particulars about the release of the

    shares subject to trading moratorium

    held by the Company’s main

    shareholder. No written materials were

    provided.

    20 Apr. 2009 The Company’s

    office By telephone Individual

    investor

    Particulars about the Company’s annual

    report. No written materials were

    provided.

    8 May 2009 The Company’s

    office By telephone Individual

    investor

    Reasons for the Company’s shares

    reaching the upper trading limit. No

    materials were provided.

    11 May 2009 The Company’s

    office By telephone Individual

    investor

    Reasons for the Company’s shares

    reaching the upper trading limit. No

    materials were provided.

    18 Jun. 2009 The Company’s

    office By telephone Individual

    investor

    Particulars about the Company’s annual

    shareholders’ general meeting. No

    written materials were provided.14

    Section VII Financial Report (un-audited)

    SHENZHEN SPECIAL ECONOMIC ZONE REAL

    ESTATE& PROPERTIES (GROUP) CO., LTD.

    Interim Reports

    for the period ended 30 June 2009

    CONTENTS PAGE(S)

    2、FINANCIAL STATEMENTS (NON-AUDITED)

    1、CONSOLIDATED BALANCE SHEET 1-2

    2、CONSOLIDATED INCOME STATEMENT 3

    3、CONSOLIDATED CASH FLOW STATEMENT 4

    4、CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 5-8

    5、BALANCE SHEET 9-10

    6、INCOME STATEMENT 11

    7、CASH FLOW STATEMENT 12

    8、STATEMENT OF CHANGES IN EQUITY 13-14

    9、NOTES TO THE FINANCIAL STATEMENTS 15-7815

    CONSOLIDATED BALANCE SHEET

    As at 30 June 2009

    Preparation of company:SHENZHEN SPECIAL ECONOMIC

    ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD.

    Units:Rmb Yuan

    ASSETS Note 2009/06/30 2008/12/31

    Current Asssets:

    Cash at bank and on hand 7、1 288,249,054.07 328,413,393.57

    Financial assets held for trading 7、2 286,164.90 189,488.50

    Bills receivable -- --

    Accounts receivable 7、3 13,941,153.72 14,937,238.37

    Advances to suppliers 7、4 22,078,077.19 24,332,129.12

    Dividends receivable -- --

    Interest receivable -- --

    Others receivable 7、5 43,634,793.61 44,004,157.29

    Inventories 7、6 910,559,855.53 945,592,254.25

    Non-current asset expire in a year -- --

    Other current assets -- --

    Total current assets 1,278,749,099.02 1,357,468,661.10

    Non-current assets:

    Financial assets available for sale -- --

    Held-to-maturity investment -- --

    Long-term accounts receivable -- --

    Long-term equity investments 7、7 92,830,359.32 92,830,359.32

    Investment Property 7、8 706,077,082.41 719,025,078.32

    Fixed assets 7、9 68,398,593.97 70,894,484.45

    Construction-in-process -- --

    Materials for projects. -- --

    Disposal of fixed assets -- --

    Intangible assets 7、10 6,318,350.00 6,430,760.00

    Goodwill -- --

    Long-term deferred and prepaid

    expenses

    7、11 446,124.30 527,346.90

    Deferred tax assets 7、12 18,479,988.82 18,479,988.82

    Other non-current assets -- --

    Total non-current assets 892,550,498.82 908,188,017.81

    TOTAL ASSETS 2,171,299,597.84 2,265,656,678.91

    The Notes on page 15 to 78 form part of these financial statemtents16

    LIABILITIES AND

    OWNERS' EQUITY Note 2009/06/30 2008/12/31

    Current liabilities:

    Short-term borrowings 7、15 -- 59,200,000.00

    Held-for-trading Financial

    Liabilities

    -- --

    Bills payable -- --

    Accounts payable 7、16 165,816,050.27 230,446,779.80

    Prepayment received 7、17 117,236,666.12 130,134,521.89

    Employee benefits payable 7、18 22,287,597.02 25,202,232.34

    Tax payable 7、19 -4,667,089.26 2,251,929.90

    Interest payable 7、20 9,477,039.69 7,888,053.54

    Dividends payable -- --

    Other payables 7、21 262,343,628.39 262,914,117.22

    Non-current liabilities due

    within one year

    7、22 10,461,764.71 10,461,764.71

    Other current liabilities -- --

    Total of current liability 582,955,656.94 728,499,399.40

    Non-current liabilities:

    Long-term borrowings 7、22 373,307,453.86 330,343,020.83

    Debentures payable -- --

    Long-term account payable 7、23 7,925,342.34 7,490,170.24

    Accrued liabilities 7、24 2,196,714.08 2,196,714.08

    Deferred income tax liabilities -- --

    Other non-current liablities -- --

    Total non-current liabilities 383,429,510.28 340,029,905.15

    Total liabilities 966,385,167.22 1,068,529,304.55

    Owners' equity:

    Share capital 7、25 1,011,660,000.00 1,011,660,000.00

    Capital surplus 7、26 978,244,858.10 978,244,858.10

    Less: Shares in stock -- --

    Surplus reserve 7、27 -- 118,910,686.94

    Undistributed profits 7、28 -788,875,447.36 -915,511,458.27

    Translation difference of foreign

    currency financial statements

    15,072,165.61 14,984,787.99

    Total equity attributable to

    equity holders of the Company 1,216,101,576.35 1,208,288,874.76

    Minority interest -11,187,145.73 -11,161,500.40

    Total owners' equity 1,204,914,430.62 1,197,127,374.36

    TOTAL LIABILITIES AND 2,171,299,597.84 2,265,656,678.91

    OWNER'S EQUITY

    The Notes on page 15 to 78 form part of these financial statemtents17

    CONSOLIDATED INCOME STATEMENT

    For the period ended 30 June 2009

    Preparation of company:SHENZHEN SPECIAL ECONOMIC ZONE

    REAL ESTATE& PROPERTIES (GROUP) CO., LTD.

    Units:Rmb

    Yuan

    Items

    2009/Jan-Jun 2008/Jan-Jun

    1.Revenue

    7、29 290,811,601.49 295,167,532.51

    Less:Cost of sale 7、29 218,500,804.81 191,144,093.35

    Tax and levies on operations

    7、30 24,785,610.35 31,822,017.54

    Selling and distribution expenses 3,888,471.54 3,225,825.63

    General and administrative expenses 29,658,569.11 36,485,076.90

    Finance expenses 7、31 9,782,087.07 14,797,376.17

    Asset impairment losses -- --

    Add:Income from change of fair value 133,836.40 -302,557.00

    Investment income 7、32 7,692,345.14 5,186,449.92

    Including: Investment income from affiliates

    7、32 7,683,812.56 5,183,115.81

    2、 Operating profit

    12,022,240.15 22,577,035.84

    Add:Non-operating income 7、33 30,925.09 2,643,967.88

    Less:Non-operating expenses 7、34 85,851.04 321,648.85

    Including: Loss from disposal of non-current assets 7、34 48,532.00 66,000.00

    3、 Total profit

    11,967,314.20 24,899,354.87

    Less:Income tax expenses 4,267,635.56 11,068,922.23

    4、 Net profit

    7,699,678.64 13,830,432.64

    Attributable to equity holders of the Company 7,725,323.97 13,925,382.42

    Minority profit or loss -25,645.33 -94,949.78

    5、Earnings per share

    (1)Basic earnings per share 7、35 0.0076 0.0138

    (2)Diluted earnings per share 7、35 0.0076 0.0138

    The Notes on page 15 to 78 form part of these financial statemtents18

    CONSOLIDATED CASH FLOW STATEMENT

    For the period ended 30 June 2009

    Preparation of company:SHENZHEN SPECIAL ECONOMIC ZONE REAL

    ESTATE& PROPERTIES (GROUP) CO., LTD.

    Units:Rmb Yuan

    Items Note 2009/Jan-Jun 2008/Jan-Jun

    1、Cash flows from operating activities

    Cash received from sales of goods or rendering of services 260,615,674.46 268,482,365.40

    Refund of taxes and levies -- --

    Cash received relating to other operating activities 7.36 28,835,903.74 70,680,969.98

    Sub-total of cash inflows 289,451,578.20 339,163,335.38

    Cash paid for goods and services 184,311,701.42 180,570,720.85

    Cash paid to and on behalf of employees 41,215,377.96 40,878,109.94

    Payments of taxes and levies 36,743,154.64 34,756,252.94

    Cash paid relating to other operating activities 7.36 48,184,487.54 101,839,823.12

    Sub-total of cash outflows 310,454,721.56 358,044,906.85

    Net cash flows from operating activities -21,003,143.36 -18,881,571.47

    2、Cash flows from investing activities

    Cash received from investment 37,160.00 --

    Cash received as investment gains 7,692,345.14 5,186,449.92

    Net cash received from disposal of fixed assets, intangible

    assets and other long-term assets

    -- 3,279,943.70

    Net cash received from disposal of subsidiaries or other

    operational units

    -- --

    Cash received relating to other investing activities -- --

    Sub-total of cash inflows 7,729,505.14 8,466,393.62

    Cash paid to acquire fixed assets, intangible assets and

    other long-term assets

    305,224.43 1,016,368.22

    Cash paid to acquire investments -- --

    Net cash received from subsidiaries and other operational

    units

    -- --

    Cash paid relating to other investing activities -- 68,095.00

    Sub-total of cash outflows 305,224.43 1,084,463.22

    Net cash flows from investing activities 7,424,280.71 7,381,930.40

    3、Cash flows from financing activities -- --

    Cash received as investment -- --

    Including: Cash received as investment from minor

    shareholders

    -- --

    Cash received from borrowings 50,000,000.00 70,030,000.00

    Cash received relating to other financing activities -- 21.85

    Sub-total of cash inflows 50,000,000.00 70,030,021.85

    Cash repayments of borrowings 66,235,566.97 55,791,698.71

    Cash payments for interest expenses and distribution of

    dividends or profits

    10,427,237.14 14,919,943.50

    Including: Cash payments for dividends or profit to

    minority shareholders of subsidiaries

    -- --

    Cash payments relating to other financing activities -- --

    Sub-total of cash outflows 76,662,804.11 70,711,642.21

    Net cash flows from financing activities -26,662,804.11 -681,620.36

    4、Effect of foreign exchange rate changes on cash

    and cash equivalents

    77,327.26 -1,713,600.37

    5、Net increase in cash and cash equivalents -40,164,339.50 -13,894,861.80

    Add: Cash and cash equivalents at beginning of year 328,413,393.57 451,915,145.77

    6、Cash and cash equivalent at end of year 288,249,054.07 438,020,283.9719

    The Notes on page 15 to 78 form part of these financial statemtents

    CONSOLIDATED STATEMENT OF CHANGES IN OWNER'S

    EQUITY

    For the period ended 30 June 2009

    Preparation of company:SHENZHEN SPECIAL ECONOMIC ZONE REAL

    ESTATE& PROPERTIES (GROUP) CO., LTD.

    Units:Rmb Yuan

    Attributable to equity holders of the Company

    Items

    Share capital

    Capital

    surplus

    Translation

    difference of

    foreign

    currency

    financial

    statements

    Surplus

    reserves

    Undistributed

    profits Minority

    interest

    Total owners'

    equity

    1、

    Balance at

    the end of

    the last

    year:

    1,011,660,000.00 978,244,858.10 118,910,686.94 -915,511,458.27 14,984,787.99 -11,161,500.40 1,197,127,374.36

    Add:

    Changes of

    accounting

    policy

    -- -- -- -- -- -- --

    Error

    correction

    of the last

    period

    -- -- -- -- -- -- --

    2、Balance

    at the

    beginning

    of the year

    1,011,660,000.00 978,244,858.10 118,910,686.94 -915,511,458.27 14,984,787.99 -11,161,500.40 1,197,127,374.36

    3、

    Increase/

    Decrease

    in this year

    -- -- -118,910,686.94 126,636,010.91 87,377.62 -25,645.33 7,787,056.26

    (1) Net

    profit

    -- -- -- 7,725,323.97 -- -25,645.33 7,699,678.64

    (2) Profits

    and losses

    calculating

    into owners'

    equity

    -- -- -- -- 87,377.62 -- 87,377.62

    a、Net

    changing

    amount of

    fair value of

    financial

    assets

    available for

    sale

    -- -- -- -- -- -- --

    b、Effect of

    changes of

    other

    owners'

    equity of

    invested

    -- -- -- -- -- -- --20

    units under

    equity

    method

    c、Effect of

    income tax

    related to

    owners'

    equity

    -- -- -- -- -- -- --

    d、Others -- -- -- -- 87,377.62 -- 87,377.62

    sub-total

    (1)&(2)

    -- -- -- 7,725,323.97 87,377.62 -25,645.33 7,787,056.26

    (3) Owners'

    devoted

    and

    decreased

    capital

    -- -- -- -- -- -- --

    a、Owners'

    devoted

    capital

    -- -- -- -- -- -- --

    b、Amount

    calculated

    into

    owners'

    equity paid

    in sha

    -- -- -- -- -- -- --

    c、Others -- -- -- -- -- -- --

    (4) Profit

    distribution

    -- -- -- -- -- -- --

    a、

    Withdrawal

    of surplus

    reserves

    -- -- -- -- -- -- --

    b、

    Distribution

    to

    shareholders

    -- -- -- -- -- -- --

    c、Others -- -- -- -- -- -- --

    (5)

    Carrying

    forward

    internal

    owners'

    equity

    -- -- -118,910,686.94 118,910,686.94 -- -- --

    a、Capital

    surplus

    conversed to

    capital

    -- -- -- -- -- -- --

    b、Surplus

    reserves

    conversed to

    capital

    -- -- -- -- -- -- --

    c、

    emedying

    loss with

    profit

    surplus

    -- -- -118,910,686.94 118,910,686.94 -- -- --

    d、Others -- -- -- -- -- -- --

    4、Balance

    at the end

    of the year

    1,011,660,000.00 978,244,858.10 -- -788,875,447.36 15,072,165.61 -11,187,145.73 1,204,914,430.6221

    report

    period

    CONSOLIDATED STATEMENT OF CHANGES IN OWNER'S

    EQUITY

    For the period ended 30 June 2008

    Preparation of company:SHENZHEN SPECIAL ECONOMIC ZONE REAL

    ESTATE& PROPERTIES (GROUP) CO., LTD.

    Units:Rmb Yuan

    Attributable to equity holders of the Company

    Items

    Share capital

    Capital

    surplus

    Translation

    difference of

    foreign

    currency

    financial

    statements

    Surplus

    reserves

    Undistributed

    profits

    Minority

    interest

    Total owners'

    equity

    1、

    Balance at

    the end of

    the last

    year:

    1,011,660,000.00 978,244,858.10 118,910,686.94 -934,635,245.38 13,966,344.35 -6,774,741.72 1,181,371,902.29

    Add:

    Changes of

    accounting

    policy

    -- -- -- -- -- -- --

    Error

    correction

    of the last

    period

    -- -- -- -- -- -- --

    2、Balance

    at the

    beginning

    of the year

    1,011,660,000.00 978,244,858.10 118,910,686.94 -934,635,245.38 13,966,344.35 -6,774,741.72 1,181,371,902.29

    3、

    Increase/

    Decrease

    in this year

    -- -- -- 13,925,382.42 5,621,470.60 -94,949.78 19,451,903.24

    (1) Net

    profit

    -- -- -- 13,925,382.42 -94,949.78 13,830,432.64

    (2) Profits

    and losses

    calculating

    into owners'

    equity

    -- -- -- -- 5,621,470.60 -- 5,621,470.60

    a、Net

    changing

    amount of

    fair value of

    financial

    assets

    available for

    sale

    -- -- -- -- -- -- --

    b、Effect of

    changes of

    other

    owners'

    equity of

    -- -- -- -- -- -- --22

    invested

    units under

    equity

    method

    c、Effect of

    income tax

    related to

    owners'

    equity

    -- -- -- -- -- -- --

    d、Others -- -- -- -- 5,621,470.60 -- 5,621,470.60

    sub-total

    (1)&(2)

    -- -- -- 13,925,382.42 5,621,470.60 -94,949.78 19,451,903.24

    (3) Owners'

    devoted and

    decreased

    capital

    -- -- -- -- -- -- --

    a、Owners'

    devoted

    capital

    -- -- -- -- -- -- --

    b、Amount

    calculated

    into owners'

    equity paid

    in sha

    -- -- -- -- -- -- --

    c、Others -- -- -- -- -- -- --

    (4) Profit

    distribution

    -- -- -- -- -- -- --

    a、

    Withdrawal

    of surplus

    reserves

    -- -- -- -- -- -- --

    b、

    Distribution

    to

    shareholders

    -- -- -- -- -- -- --

    c、Others -- -- -- -- -- -- --

    (5)

    Carrying

    forward

    internal

    owners'

    equity

    -- -- -- -- -- -- --

    a、Capital

    surplus

    conversed to

    capital

    -- -- -- -- -- -- --

    b、Surplus

    reserves

    conversed to

    capital

    -- -- -- -- -- -- --

    c、Remedying

    loss with

    profit surplus

    -- -- -- -- -- -- --

    d、Others -- -- -- -- -- -- --

    4、Balance

    at the end

    of the year

    report

    period

    1,011,660,000.00 978,244,858.10 118,910,686.94 -920,709,862.96 19,587,814.95 -6,869,691.50 1,200,823,805.5323

    The Notes on page 15 to 78 form part of these financial statemtents

    BALANCE SHEET

    As at 30 June 2009

    Preparation of company:SHENZHEN SPECIAL ECONOMIC ZONE

    REAL ESTATE& PROPERTIES (GROUP) CO., LTD.

    Units:Rmb

    Yuan

    ASSETS Note 2009/6/30 2008/12/31

    Current assets

    Cash at bank and on hand

    164,172,605.54 188,891,010.32

    Financial assets held for trading

    286,164.90 189,488.50

    Bills receivable -- --

    Accounts receivable 8、1

    7,364,540.95 7,598,911.50

    Advances to suppliers

    433,117.44 478,423.65

    Dividends receivable -- --

    Interest receivable -- --

    Others receivable 8、2 634,338,605.53 607,212,015.51

    Inventories 8、3

    179,364,792.07 181,274,439.65

    Non-current asset expire in a year -- --

    Other current assets -- --

    Total non-current assets

    985,959,826.43 985,644,289.13

    Non-current assets:

    Financial assets available for sale -- --

    Held-to-maturity investment -- --

    Long-term accounts receivable -- --

    Long-term equity investments 8、4

    302,909,360.35 302,909,360.35

    Investment Property

    633,379,855.63 641,638,730.03

    Fixed assets

    36,998,951.03 41,729,025.52

    Construction-in-process -- --

    Materials for projects. -- --

    Disposal of fixed assets -- --

    Intangible assets -- --

    Goodwill -- --

    Long-term deferred and prepaid expenses

    4,235,725.42 4,235,725.42

    Deferred tax assets -- --

    Total non-current assets

    977,523,892.43 990,512,841.32

    TOTAL ASSETS

    1,963,483,718.86 1,976,157,130.45

    The Notes on page 15 to 78 form part of these financial statemtents24

    BALANCE SHEET

    As at 30 June 2009

    Preparation of company:SHENZHEN SPECIAL ECONOMIC ZONE

    REAL ESTATE& PROPERTIES (GROUP) CO., LTD.

    Units:Rmb

    Yuan

    LIABILITIES AND OWNERS'

    EQUITY

    Note 2009/06/30 2008/12/31

    Current liabilities

    Short-term borrowings -- 59,200,000.00

    Bills payable -- --

    Account payable

    25,336,885.63 32,708,884.80

    Prepayment received

    8,546,932.72 5,211,019.92

    Employee benefits payable

    10,029,518.50 10,720,641.23

    Tax payable

    2,743,779.33 4,250,387.71

    Interest payable

    9,477,039.69 7,888,053.54

    Dividends payable -- --

    Other payables

    368,495,075.59 355,621,239.01

    Non-current liabilities due within one year

    10,461,764.71 10,461,764.71

    Other current liabilities -- --

    Total of current liability

    435,090,996.17 486,061,990.92

    Non-current liabilities

    Long-term borrowings

    288,029,244.59 243,543,020.83

    Debentures payable -- --

    Accrued liabilities

    2,196,714.08 2,196,714.08

    Deferred income tax liabilities -- --

    Other non-current liablities -- --

    Total non-current liabilities

    290,225,958.67 245,739,734.91

    Total liabilities

    725,316,954.84 731,801,725.83

    Owners' equity:

    Share capital 1,011,660,000.00 1,011,660,000.00

    Capital surplus 978,244,858.10 978,244,858.10

    Less: Shares in stock -- --

    Surplus reserve -- 113,936,295.79

    Undistributed profits

    -751,738,094.08 -859,485,749.27

    Total owners' equity 1,238,166,764.02 1,244,355,404.62

    TOTAL LIABILITIES AND

    OWNER'S EQUITY

    1,963,483,718.86 1,976,157,130.4525

    INCOME STATEMENT

    For the period ended 30 June 2009

    Preparation of company:SHENZHEN SPECIAL ECONOMIC ZONE REAL

    ESTATE& PROPERTIES (GROUP) CO., LTD.

    Units:Rmb Yuan

    The Notes on page 15 to 78 form part of these financial statemtents

    Items Note 2009/Jan-Jun 2008/Jan-Jun

    1.Revenue 8、5

    55,954,978.92 36,595,102.59

    Less:Cost of sale 8、5

    31,580,000.36 15,543,454.53

    Tax and levies on operations

    9,230,591.73 6,295,312.14

    Selling and distribution expenses

    917,897.08 832,442.56

    General and administrative expenses

    13,004,332.67 17,748,483.36

    Finance expenses

    7,530,786.10 25,070,415.09

    Asset impairment losses

    -- --

    Add:Income from change of fair value

    133,836.40 -302,557.00

    Investment income

    8,532.58 2,395.58

    Including: Investment income from affiliates -- --

    2、 Operating profit

    -6,166,260.04 -29,195,166.51

    Add:Non-operating income -- --

    Less:Non-operating expenses

    1,318.84 --

    Including: Loss from disposal of non-current

    assets

    -- --

    3、 Total profit

    -6,167,578.88 -29,195,166.51

    Less:Income tax expenses

    21,061.72 38,525.23

    4、 Net profit

    -6,188,640.60 -29,233,691.74

    Attributable to equity holders of the Company -6,188,640.60 -29,233,691.7426

    CASH FLOW STATEMENT

    For the period ended 30 June 2009

    Preparation of company:SHENZHEN SPECIAL ECONOMIC ZONE REAL

    ESTATE& PROPERTIES (GROUP) CO., LTD.

    Units:Rmb Yuan

    Items Note 2009/Jan-Jun 2008/Jan-Jun

    1、Cash flows from operating activities

    Cash received from sales of goods or rendering of 58,955,441.83 37,859,847.76

    Refund of taxes and levies --

    Cash received relating to other operating activities 15,310,229.24 43,300,069.03

    Sub-total of cash inflows 74,265,671.07 81,159,916.79

    Cash paid for goods and services 10,726,615.49 11,485,681.58

    Cash paid to and on behalf of employees 11,817,987.61 15,114,236.32

    Payments of taxes and levies 11,416,741.93 12,441,003.55

    Cash paid relating to other operating activities 41,760,424.53 46,434,257.68

    Sub-total of cash outflows 75,721,769.56 85,475,179.13

    Net cash flows from operating activities -1,456,098.49 -4,315,262.34

    2、Cash flows from investing activities

    Cash received from investment 37,160.00

    Cash received as investment gains 8,532.58 2,395.58

    Net cash received from disposal of fixed assets,

    intangible assets and other long-term assets --

    Net cash received from disposal of subsidiaries or --

    Cash received relating to other investing activities --

    Sub-total of cash inflows 45,692.58 2,395.58

    Cash paid to acquire fixed assets, intangible assets and

    other long-term assets 85,853.54 7,379.00

    Cash paid to acquire investments --

    Net cash received from subsidiaries and other --

    Cash paid relating to other investing activities -- 68,095.00

    Sub-total of cash outflows 85,853.54 75,474.00

    Net cash flows from investing activities -40,160.96 -73,078.42

    3、Cash flows from financing activities

    Cash received as investment --

    Cash received from borrowings 50,000,000.00 70,000,000.00

    Cash received relating to other financing activities --

    Sub-total of cash inflows 50,000,000.00 70,000,000.00

    Cash repayments of borrowings 64,713,776.24 55,791,698.71

    Cash payments for interest expenses and distribution

    of dividends or profits

    8,508,182.04 12,383,563.50

    Cash payments relating to other financing activities --

    Sub-total of cash outflows 73,221,958.28 68,175,262.21

    Net cash flows from financing activities -23,221,958.28 1,824,737.79

    4、Effect of foreign exchange rate changes on cash

    and cash equivalents

    -187.05 -120,295.60

    5、Net increase in cash and cash equivalents -24,718,404.78 -2,683,898.57

    Add: Cash and cash equivalents at beginning of year 188,891,010.32 219,453,189.28

    6、Cash and cash equivalent at end of year 164,172,605.54 216,769,290.71

    The Notes on page 15 to 78 form part of these financial statemtents27

    CHANGES IN OWNER'S EQUITY

    For the period ended 30 June 2009

    Preparation of company:SHENZHEN SPECIAL ECONOMIC ZONE REAL

    ESTATE& PROPERTIES (GROUP) CO., LTD.

    Units:Rmb Yuan

    Items

    Share capital Capital surplus Surplus reserves

    Undistributed

    profits

    Total owners'

    equity

    1、

    Balance at the end of the

    last year:

    1,011,660,000.00 978,244,858.10 113,936,295.79 -859,485,749.27 1,244,355,404.62

    Add:Changes of

    accounting policy

    -- -- -- -- --

    Error correction of the last

    period

    -- -- -- -- --

    2、Balance at the

    beginning of the year

    1,011,660,000.00 978,244,858.10 113,936,295.79 -859,485,749.27 1,244,355,404.62

    3、Increase/ Decrease in

    this year

    -- -- -113,936,295.79 107,747,655.19 -6,188,640.60

    (1) Net profit -- -- -- -6,188,640.60 -6,188,640.60

    (2) Profits and losses

    calculating into owners'

    -- -- -- -- --

    a、Net changing amount of

    fair value of financial assets

    -- -- -- -- --

    b、Effect of changes of

    other owners' equity of

    -- -- -- -- --

    c、Effect of income tax

    related to owners' equity

    -- -- -- -- --

    d、Others -- -- -- -- --

    sub-total(1)&(2) -- -- -- -6,188,640.60 -6,188,640.60

    (3) Owners' devoted and

    decreased capital

    -- -- -- -- --

    a、Owners' devoted capital -- -- -- -- --

    b、Amount calculated into

    owners' equity paid in sha

    -- -- -- -- --

    c、Others -- -- -- -- --

    (4) Profit distribution -- -- -- -- --

    a、Withdrawal of surplus

    reserves

    -- -- -- -- --

    b、Distribution to

    shareholders

    -- -- -- -- --

    c、Others -- -- -- -- --

    (5)Carrying forward

    internal owners' equity

    -- -- -113,936,295.79 113,936,295.79 --

    a、Capital surplus conversed

    to capital

    -- -- -- -- --

    b、Surplus reserves

    conversed to capital

    -- -- -- -- --

    c、Remedying loss with

    profit surplus

    -- -- -113,936,295.79 113,936,295.79 --

    d、Others -- -- -- -- --

    4、Balance at the end of

    the year

    report period

    1,011,660,000.00 978,244,858.10 -- -751,738,094.08 1,238,166,764.0228

    CHANGES IN OWNER'S EQUITY

    For the period ended 30 June 2008

    Preparation of company:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE&

    PROPERTIES (GROUP) CO., LTD.

    Units:Rmb Yuan

    Items

    Share capital Capital surplus Surplus reserves

    Undistributed

    profits

    Total owners'

    equity

    1、

    Balance at the end of the

    last year:

    1,011,660,000.00 978,244,858.10 113,936,295.79 -824,935,148.77 1,278,906,005.12

    Add:Changes of accounting

    policy

    -- -- -- -- --

    Error correction of the last

    period

    -- -- -- -- --

    2、Balance at the beginning

    of the year

    1,011,660,000.00 978,244,858.10 113,936,295.79 -824,935,148.77 1,278,906,005.12

    3、Increase/ Decrease in

    this year

    -- -- -- -29,233,691.74 -29,233,691.74

    (1) Net profit -- -- -- -29,233,691.74 -29,233,691.74

    (2) Profits and losses

    calculating into owners' equity

    -- -- -- -- --

    a、Net changing amount of fair

    value of financial assets

    available for sale

    -- -- -- -- --

    b、Effect of changes of other

    owners' equity of invested

    units under equity method

    -- -- -- -- --

    c、Effect of income tax related

    to owners' equity

    -- -- -- -- --

    d、Others -- -- -- -- --

    sub-total(1)&(2) -- -- -- -29,233,691.74 -29,233,691.74

    (3) Owners' devoted and

    decreased capital

    -- -- -- -- --

    a、Owners' devoted capital -- -- -- -- --

    b、Amount calculated into

    owners' equity paid in sha

    -- -- -- -- --

    c、Others -- -- -- -- --

    (4) Profit distribution -- -- -- -- --

    a、Withdrawal of surplus

    reserves

    -- -- -- -- --

    b、Distribution to shareholders -- -- -- -- --

    c、Others -- -- -- -- --

    (5)Carrying forward internal

    owners' equity

    -- -- -- -- --

    a、Capital surplus conversed to

    capital

    -- -- -- -- --

    b、Surplus reserves conversed

    to capital

    -- -- -- -- --

    c、Remedying loss with profit

    surplus

    -- -- -- -- --

    d、Others -- -- -- -- --

    4、Balance at the end of the

    year

    report period

    1,011,660,000.00 978,244,858.10 113,936,295.79 -854,168,840.51 1,249,672,313.38

    The Notes on page 15 to 78 form part of these financial statemtentsSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    29

    NOTE 1、The company's basic information

    (1) General information

    Shenzhen Special Economic Zone Real Estate and Properties (Group) Co., Ltd. (the “Company”) was in

    corporated in July 1993, as approved by the Shenzhen Municipal Government with document SFBF (1993)

    724. The Company issued A shares on the 15 September 1993 and issed B shares on the 10 January 1994.

    From 31 August 1994, the Company issued B-shares were listed ADR as a recommened in New York

    Exchange market. The share capital total is 1,011,660,000 shares, of which, the A share is 891,660,000 shares,

    the B share is120, 000,000 shares.The company corporate business licences registration number:

    440301103225878,registered capital of RMB 1,011,660,000.00.

    On 13 October 2004,according to State-Owned Assets Sunpervision and Administration Commission of

    Shenzhen Municiple Government with document No. (2004) 223 “Decision on establishing Shenzhen

    investment Holding Co., Ltd.” Former major shareholder merged to form the Shenzhen Investment Holding

    Co., Ltd.By the State-owned Assets Supervision and Administration Commission of the state council, and

    quasi-exempt obligations tender offer as approved by China Security Regulatory Committee with document

    No. (2005)116, This issue of consolidated has been authorized and the registration changing has been done

    at 15th of Feb 2006. As at tne end of the repoeting period, Shenzhen Investment Holding Limited holds

    650,980,149 shares of the company (64.35% of the total share capital) .

    The company trades nature: This Company belongs to the real estate industry.

    Business scope:mainly engaged in real estate development and sales, property leaseing and management,

    retail operations and trading, hotel operations, equipment installation and maintenance, construction,

    fitting-out and others.

    The main product or provides service:the company provides commodity housing housing is a major product,

    property leaseing and management services, hotel room service,And construction and installation,

    renovation services

    (2) Approved financial report

    The financial statements were authorized for issue by the board of directors on 13 Auguest 2009.

    NOTE 2、Basis of preparation

    The Company on a going concern basis, in accordance with actual transactions and matters, financial

    statements according to the accrual system.SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    30

    NOTE 3、Statement of compliance with the Accounting Standards for Business Enterprises.

    The Company’s financial statements for interim financial report 2009 are truly and completely present the

    financial position of the Company and of their financial performance and their cash flows for the year then

    ended in compliance with the Accounting Standards for Business Enterprises.

    NOTE 4、 Summary of significant accounting policies, accounting estimates and prepare the consolidated

    financial statements

    (1) Accounting period

    The Company’s accounting year starts on 1 January and ends on 31 December.

    (2) Functional and presentation currency

    The consoliated financial statements are presented in Renminbi Yuan, and subsidiaries registered in foreign

    country shall consider the local currency as functional and presentation currency.

    (3) Accounting basis and Accounting measurement

    The accounting basis of the Group is the accrual system.

    Accounting measurements consist of: historical cost, replacement cost, net realizable value, present value, fair

    value. An enterprise shall generally adopt historical cost as the measurement basis for accounting elements. If

    the accounting elements are measured at replacement cost, net realizable value, present value or fair value, the

    enterprise shall ensure such amounts can be obtained and reliably measured.

    (4) Foreign currency transactions

    Foreign currency transactions during the year are translated at the foreign exchange rates ruling at the

    transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the

    foreign exchange rates ruling at the balance sheet date. Exchange gains and losses are recognized in profit or

    loss.

    The results of foreign operations are translated into Renminbi Yuan at the exchange rates approximating the

    foreign exchange rates ruling at the dates of the transactions. Balance sheet items are translated into

    Renminbi Yuan at the foreign exchange rates ruling at the balance sheet date. The resulting exchange

    differences are recognized directly in a separate component of equity.

    With the purchase or construction of production in line with the conditions of capital assets related to

    exchange rate difference, accordance with the principles borrowing costs.

    (5) Cash and cash equivalentsSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    31

    Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of

    cash and that are subject to an insignificant risk of changes in value.

    (6) Recognition and Measurement of financial assets and financial liability

    1、Categories

    Financial assets and financial liability are classified into the following categories: financial assets and financial

    liability held for trading, held-to-maturity investments, receivables, financial assets available for sale, and other

    financial liabilities.

    2、Determination of the Fair Value of the financial assets and financial liability

    (1)If there is an active market for a financial asset or financial liability, the quoted prices in the active

    market shall be used to establish the fair value of the financial assets and financial liability.

    (2)There is no active financial instruments market, the valuation techniques used to determine its fair value.

    (3)As for the financial assets initially obtained or produced at source and the financial liabilities assumed,

    the fair value thereof shall be determined on the basis of the transaction price of the market.

    (4)In applying discounted cashflow analysis to determine the fair value of a financial instrument, it shall

    use the market returns ratio of other financial instruments with essentially the same contractual stipulations

    and features as the rate of capitalization. Short-term receivable and payable with no state interest rate may be

    measured at the actual transaction amount when the difference between that amount and its present value is

    immaterial.

    3、Transaction of financial assets and financial liabilities

    The initial reorganization of a financial asset or financial liability held for trading shall measure it at fair value.

    Transaction costs shall be charged to the profit or loss for the current period. The payment has been

    including in the declared but not yet paid cash dividends or interest paid to the period but not yet receiving

    interest, recognized as receivables. Holding companies in the trading of financial assets acquired during the

    interest or dividends in cash, recognized as investment income.

    The balance sheet date, adopt fair value for trading financial assets and financial liabilities, changes of fair

    value will be included in current profit and loss.

    The disposal of financial assets or financial liabilities, its fair value and accounted for the initial amount of

    the difference recognized as investment income and changes in the fair value adjustment of profit and loss.

    4、Held-to-maturity investmentsSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    32

    The term "held-to-maturity investment" refers to a non-derivative financial asset with a fixed date of maturity,

    a fixed or determinable amount of repo price and which the enterprise holds for a definite purpose or the

    enterprise is able to hold until its maturity. The following non-derivative financial assets shall not be classified

    as investments held to their maturity:

    (1) The designated non-derivative financial assets which, at their initial recognition, are measured at their fair

    values and of which the variation is included in the current profits and losses;

    (2) The non-derivative financial assets which are designated as sellable at their initial recognition; and

    (3) Loans and account receivables.

    An enterprise shall, on the balance sheet date, make an appraisal on its purpose of holding and ability to hold.

    Where there is any change, it shall be dealt with according to the present Standards.

    5、Receivables

    Should be receiving amount according to the take initial confirmation amount with debtors between the

    contract or the agreement

    The date of the balance sheet, the receivable amount must account to the amortized cost measurement.

    Disposal or recovery of receivables, the difference between actual price and fair value will be counted as gain

    or loss for the current period.

    6、Sellable financial assets

    Sellable financial asset should be made in accordance with the fair value of financial assets and related

    transaction costs and is recognized as the initial amount. To pay the price included in the payment period has

    not yet received the bonds but has not yet declared or paid cash dividends, recognized as a separate

    receivables.

    For the sale of financial assets held by the period of interest and cash dividends, will be included in

    investment income. The balance sheet date, for the sale of financial assets should be based on fair value, and

    the changes in fair value will be included in capital reserve.

    7、Other financial liabilities

    Other financial liabilities at fair values and relevant transaction expenses to get them are deemed as the initial

    confirmation amount. The subsequent calculation adopts the amortized cost method.

    8、Impairment of Financial Assets

    The end of trading on financial assets other than financial assets, there is objective evidence that theSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    33

    impairment occurred, according to their expected future cash flows are lower than the book value of the

    difference between the impairment provisions.

    (1)Receivables

    Provide of the bad debts using the allowance method。At the end of period, if have the objective evidence to

    indicate that the receivable amount reduce, then the net book value and the estimate in the future between

    the cash flow current value differential computation confirmation the impairment loss.

    The end of the period, receivables that are individually significant are subject to individual impairment

    assessment, separate impairment test. If there is objective evidence that the incidence of impairment, a

    provision for impairment of the receivable is established at the difference between the carrying amount of

    the receivable and the present value of estimated future cash flows.

    The company based on the same or similar case which had the similar credit risk and actual loss, to define the

    specific provision for bad debt.

    The criterion of the bad debts: A, the debtor goes bankrupt or the death, pay off the legally after its

    bankrupt property or the inheritance, still that is unable to recover the funds. B, the debtor default overdue,

    and that is unable to recover the funds.

    To the notes of the receivable and prepay credit,this company carries on the impairment test alone, which

    has the objective evidence to indicate that it has had the impairment, will be lower than its book value

    according to the future cashflow the current value the difference, it is the impairment loss, the provision for

    bad debt.

    (2)Held-to-maturity investments

    Has the objective evidence to indicate that has had the impairment to the due investment, that should be

    calculate this investment the cash flow current value in the future, this current value is lower than the book

    vale which the difference is the revaluation deficit.

    (3)Sellable financial asset

    Where a sellable financial asset is impaired, even if the recognition of the financial asset has not been

    terminated, the accumulative losses arising from the decrease of the fair value of the owner’s equity which

    was directly included shall be transferred out and recorded into the profits and losses of the current period.

    The accumulative losses that are transferred out shall be the balance obtained from the initially obtained

    costs of the sold financial asset after deducting the principals as taken back, the current fair value and the

    impairment-related losses as was recorded into the profits and losses of the current period.SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    34

    As for the sellable debt instruments whose impairment-related losses have been recognized, if, within the

    accounting period thereafter, the fair value has risen and are objectively related to the subsequent events that

    occur after the originally impairment-related losses were recognized, the originally recognized

    impairment-related losses shall be reversed and be recorded into the profits and losses of the current period.

    The impairment-related losses incurred to a sellable equity instrument. Investment shall not be reversed

    through profits and losses. However, the impairment-related losses incurred to an equity instrument

    investment for which there is no quoted price in the active market and whose fair value cannot be reliably

    measured, or incurred to a derivative financial asset which is connected with the said equity instrument and

    which shall be settled by delivering the said equity instrument, may not be reversed.

    After an impairment of a financial asset, the interest incomes shall be recognized at the interest rate which is

    used as the capitalization rate in the capitalization of the future cash flow when the impairment-related losses

    are determined.

    (7) Inventories

    1、Categories of Inventories

    Inventory classification according to real estate development and non-development of products. The real

    estate development products are the real estate development products under construction development

    products which have been completed, the lands to be developed, etc. The non-real estate development

    products including raw materials, finished products and stocks, low-value consumable products and

    construction.

    2、Measurement of Inventories:

    (1) Have been completed is the development of products that have been completed, pending the sale of the

    property; under construction is the development of products that have not yet completed the sale of the

    property for development purposes; to develop land is acquired by means of, has decided to be developed

    for sale or lease land property. To the overall development of land in the project development, all built into

    the development of products; in the project development phases, it will be part of a phased development of

    land into the development of products in the building, undeveloped land is still retained in the proposed land

    development.

    (2) Public Facilities Fee: The cost is the actual construction cost incurred. Measured in the non-development

    product account. If several estate projects benefit from the same facility, and they stay in the same category.

    The cost of fee should be measured according to the allocation of sales area. If they got benefit but in

    different categories, the cost measured according to the allocation of the area under the prorated. Until theSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    35

    project complete, the cost measures in the assessment into the real estate development products.

    (3) Utility Reserve Fund: In Special Administrative Region, the fund is the ratio of 2% of the whole

    constructive investment that included the land price of delivery of completed estate. Outside the Region, is

    the ratio of 2% of the whole constructive investment of the estate? But it all measures in the

    non-development products.

    (4) Quality Guarantees: According to the contract amount puts into the account of real estate development.

    Also record in the accounts payable at the same time. The actual payment incurs after the expiry of

    guarantee.

    (5) Implement the perpetual inventory system; all kinds of inventories are recorded in the actual cost, a

    weighted-average valuation for sell. The real estate development records in the measurement of identification.

    As for the low value properties, implement one amortization method when used.

    (6) Inventories are written down to the lower of the cost and the revised net realizable value. On the basis of

    comprehensive inventory, those destroyed, in whole or part outdated or the sales price is lower than its cost.

    Should decline the value. And the value is the difference from the cost and net realizable value. Longterm

    equity investments.

    (8) Long term equity investment

    1、 Long term equity investment can be classified: Investment in subsidiary; investment in associate;

    investment in joint venture; other long term investment in an entity which the investor does not have jointly

    control and significant influence, and also the fair value of this long term investment can not measure reliably

    in the active market.

    2、 Investment in subsidiary

    For the investment in subsidiary, initially cost of investment should be accounted for at its carrying value of

    the investing entity. The direct cost relating to the acquisition, are recognized as expenses to income

    statement. The difference between the initially cost of investment and the fair value paid for the investment

    should be adjusted to capital reserve. If the capital reserve is not enough to deduct the difference, the surplus

    should be adjusted to retained earnings.

    For the investment in subsidiary, which is not under the same control, initially cost of investment should be

    accounted for at its fair value paid for the investment and all the direct cost relating to the investment. The

    difference between initially cost of investment and carrying value of the investing entity at the date of

    acquisition are recognised as profit/loss for the year. If the initially cost of investment is more thanSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    36

    identifiable assets and liabilities for the investment entity at the date of acquisition, the surplus should be

    treated as long term investment in the investor/parent’s book. This surplus can be treated as goodwill,

    recorded in the consolidated accounts. If the initial cost of investment is less than the identifiable assets and

    liabilities of the investing entity at the date of acquisition, the difference should be recognized as expense for

    the year.

    Goodwill should not be amortized, but acquirer shall test it for impairment annually instead. Impairment test

    for goodwill is part of impairment testing the cash generating units to which it related. Once the impairment

    loss is recognized, it cannot be reverse back.

    In the investor/parent’s financial statement, costing method is used to account for the long term equity

    investment. Consolidated financial statement should be included subsidiary.

    If subsidiary has the indication for impairment as at the balance sheet date, recoverable amount should be

    measured. If the recoverable amount is less than its fair value, impairment loss should be provided. Provision

    for impairment cannot be reverse back in the following accounting period.

    For disposal of the long term investment, the difference between sales proceeds and carrying value,

    recognized as profit/loss for the investment.

    3、 Investment in associate and joint venture

    For the investment in associate, initial cost of investment should be account for the fair value paid for the

    investment and related cost for the investment.

    Investment in associate is acquired by non-monetary asset, if this transaction has business value, and the fair

    value of exchangeable assets can be measured reliably, therefore, initial cost of investment should be account

    at fair value of the exchangeable assets and related tax expenses. Difference of fair value and carrying value

    of the exchangeable assets, should be recognized as profit and loss for the year. If the two requirements are

    not met, then carrying value of the exchangeable assets and related tax expenses should be account at initial

    cost of investment.

    If the associate is acquired by debt restructuring, initial cost of investment should be the market value of the

    shares acquired. The difference of the initial cost of investment and carry value of the debt should be

    recognized as profit/loss for the year.

    Equity method should be used for subsequent measurement of investment in associate. Once measuring

    gain/loss for investing in associate, it should be based on the fair value of identifiable net assets as at

    acquisition date. If associated company’s accounting policy and accounting period is difference with investingSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    37

    company, then it should follow investing company’s accounting policy and accounting period, and measure

    the investment profit or loss

    If associated company is making a loss, carrying value of this investment and net investment equity can be

    reduce to zero, except for other responsibilities to be bear by the investing company.

    If associate company has the indication for impairment as at the balance sheet date, recoverable amount

    should be measured. If the recoverable amount is less than its fair value, impairment loss should be provided.

    Provision for impairment cannot be reverse back in the following accounting period.

    For disposal of the long term investment, the difference between sales proceeds and carrying value,

    recognized as profit/loss for the investment. Any movements which recorded in owner’s equity, during the

    disposal, it should be reverse out, and recognized as profit/loss for the year proportionately.

    The treatment of accounting principal for investment in joint venture is the same as investment in associate.

    4、 Other long term investment, (no control and significant influence for the investing entity; no active

    market price; fair value can not be measured reliably)

    Investment in an entity which has no control power and significant influence, no active market value and fair

    value can not be measured reliably, called other long term investment. The recognition criteria of the initial

    cost of investment are same as the investment in associate.

    Costing method is used for subsequent measurement for other long term investment.

    When impairment appears, the difference between net present value of the market yield for similarity

    financial instrument and carrying value of the investment should be recognized impairment loss, recorded in

    income statement. Impairment can not be reverse back in the following accounting period.

    For disposal of the long term investment, the difference between sales proceeds and carrying value,

    recognized as profit/loss for the investment

    (9) Investment Property

    1、Recognition of Investment property

    Investment property shall be recognized as an assets when, and only when both of the following conditions

    are satisfied: (1)The held for earn rentals and/or capital appreciation, or both(; 2)Investment property shall

    be capable of being measured and sold separately(; 3)The economic benefits pertinent to this investment real

    estate are likely to flow into the enterprise; (4)The initial measurement of the investment real estate shall be

    made at its cost.SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    38

    2、Initial measurement

    Investment property should be measured in cost model

    The cost of investment property from the transfer of non-monetary assets were taken into accounts of the

    transfer assets and the related expenditure, if it is the real exchange with commercial and the value of assets

    could be measured reliably. If not, the difference between the fair value and cost of the transfer assets should

    be taken into accounts of current profit and loss.

    The costs of investment property from debt restriction use the fair value as the initial investment cost. The

    difference between the cost and book value includes in current profit and loss.

    3、Subsequent Measurement

    An enterprise shall use the cost model for subsequent measurement of investment property at the balance

    sheet date.

    4、Transfer and Disposals

    Transfer to, or form, investment property shall be made when, and only when, there is a change in use

    An investment property shall be derecognized on disposal; the enterprise shall deduct the book value of the

    investment property as well as the relevant taxes from the disposal income, and include the amount in the

    current profits and losses.

    (10) Recognition standard of fixed assets, Classification and Depreciation

    1、Standard of fixed assets

    Fixed assets are tangible assets that are held for use in the production or supply of services, for rental to

    others, or for administrative purposes; they have useful lives over one fiscal year.

    2、Recognition standard of fixed assets

    (1)It is probable that economic benefits associated with the assets will flow to the enterprise;

    (2)The cost of the fixed assets can be measured reliably.

    3、Classification of fixed assets:

    The Company’s fixed assets are classified as buildings and constructions, machinery equipment,

    transportation equipment, other equipment and fixed assets fitment.

    4、Initial measurement of fixed assetsSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    39

    Fixed assets are recorded at the actual cost on acquisition. The cost of fixed assets purchased includes

    purchase price, Import tariffs, transport and insurance and other related costs as well as the fixed assets

    reached before the intended use of the necessary expenditure. Where payment for the purchase price of a

    fixed asset is deferred beyond normal credit terms, such that the arrangement is in substance of a financing

    nature, the cost of the fixed asset shall be determined based on the present value of the purchase price. The

    difference between the purchase price and its present value shall be recognized in profit or loss over the

    period of credit, except where it is capitalized in accordance with borrowing cost principle.

    5、Depreciation method

    Depreciation of fixed assets is provided for on a straight-line basis, the depreciation rate is recognized in

    accordance with fix assets, estimated useful life (5% of original value) and estimated residual rate of fixed

    assets. Annual depreciation rate of fixed assets by categories are as follows:

    Category Estimated useful life (year)

    Annual depreciation

    rate(%)

    Buildings and constructions 30 3.17%

    Machinery equipment 7 13.57%

    Transportation equipment 6 15.83%

    Other equipment 5 19%

    6、Subsequent Expenditure of Fixed Assets

    Subsequent expenditure is only recognized as an asset when it meets two conditions at the same time: Firstly,

    it is probable that future economic benefits associated with the expenditures will flow into the enterprise.

    Secondly, the cost can be measured reliably. If not meets that, the expenditures should be included in the

    current profit and loss.

    Subsequent expenditure of operating lease should be capitalized, as long-term prepaid expenses, which

    amortize in a reasonable period.

    Impairment of Fixed Assets

    Fixed Assets should be estimated the recoverable amount if there is an indication. The recoverable amount is

    according to the high one of net value of fair value minus the disposal with the present value of the future

    cash flows. The estimation should be based on individual assets, if it is difficult to estimate the recoverable

    amount, change into estimating the group of assets it belongs to. Once provision for impairment, it could

    not be reversed in later accounting period.

    (11) Construction-in-progressSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    40

    Construction-in-progress includes the pre-construction preparation, the under construction, installation,

    technical construction, overhaul project and so on. It measures in actual cost incurred. And are taken into

    accounts of fixed assets to record before used.

    On the balance sheet day, estimate the impairment of that long-term suspension and will not re-started in

    three years. The impairment estimation is book value minus the recoverable amount. Once provision for

    impairment, it could not be reversed in later accounting period.

    (12) Intangible assets

    Intangible assets including intangible assets with a finite useful life and intangible assets with an indefinite

    useful life.

    1、Calculation method of intangible assets

    An intangible asset shall be measured initially

    The cost of self-developed intangible assets shall include the total expenditures incurred during the period

    from the time when it meets the provisions of Standards to the time when the expected purposes of use are

    realized.

    2、Amortization of intangible assets

    (1)With regard to intangible assets with limited service life

    Useful life in the period, with the use of intangible assets related to the economic interests of the consistent

    realization of the expected amortization method, not a reliable way of determining expected to achieve,

    intangible assets shall be amortized by the straight-line method.

    Taxi license shall be amortized for 38 years.

    (2)Intangible assets with uncertain service life may not be amortized.

    3、Impairment of Intangible Assets

    On balance sheet day, make impairment testing to the uncertain life of intangible assets.

    If there is an indication of impairment on balance sheet day for intangible assets with the finite useful life.

    Estimate the recoverable amount. If the amount is lower than the book value, the carrying value of

    intangible assets will be written down to its recoverable amount. And the cut amount recognized as

    impairment losses, included in the current profit and loss period.

    Once provision for impairment, it could not be reversed in later accounting periodSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    41

    (13) Other assets accounting method

    Long-term prepaid expenses amortize among the benefit periods average.

    (14) Borrowing costs

    The borrowing costs shall include interest on borrowings, amortization of discounts or premiums on

    borrowings, ancillary expenses, and exchange balance on foreign currency borrowings.

    Where the borrowing costs incurred to an enterprise can be directly attributable to the acquisition and

    construction or production of assets eligible for capitalization, it shall be capitalized and recorded into the

    costs of relevant assets. Other borrowing costs shall be recognized as expenses on the basis of the actual

    amount incurred, and shall be recorded into the current profits and losses.

    1、capitalized

    The borrowing costs shall not be capitalized unless they simultaneously meet the following 3 requirements:

    (1)expenditure for the asset are being incurred;

    (2)borrowing cost are being incurred;

    (3)The necessary construction or production activities to make the assets ready for use or sales have been

    launched.

    2、Determination of the amount of capitalized

    As for specifically borrowed loans for the acquisition and construction or production of assets eligible for

    capitalization, the to-be-capitalized amount of interests shall be determined in light of the actual cost

    incurred of the specially borrowed loan at the present period minus the income of interests earned on the

    unused borrowing loans as a deposit in the bank or as a temporary investment.

    Where a general borrowing is used for the acquisition and construction or production of assets eligible for

    capitalization, the enterprise shall calculate and determine the to-be-capitalized amount of interests on the

    general borrowing by multiplying the weighted average asset disbursement of the part of the accumulative

    asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used.

    The capitalization rate shall be calculated and determined in light of the weighted average interest rate of the

    general borrowing.

    3、Capitalized of Suspension

    Where the acquisition and construction or production of a qualified asset is interrupted abnormally and theSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    42

    interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be

    suspended. The borrowing costs incurred during such period shall be recognized as expenses, and shall be

    recorded into the profits and losses of the current period, till the acquisition and construction or production

    of the asset restarts. If the interruption is a necessary step for making the qualified asset under acquisition

    and construction or production ready for the intended use or sale, the capitalization of the borrowing costs

    shall continue.

    4、Capitalized of ceased

    When the qualified asset under acquisition and construction or production is ready for the intended use or

    sale, the capitalization of the borrowing costs shall be ceased. After the borrowing costs incurred in the

    current period expenses

    (15) Employee Benefits

    The term “employee benefits “refers to all kinds of payments and other relevant expenditures given by

    enterprises in exchange of the services offered by the employees. Employee benefits include: (1) Wages,

    bonuses, allowances and subsidies for the employees;(2) Welfare expenses for the employees;(3) Medical

    insurance, endowment insurance, unemployment insurance, work injury insurance, maternity insurance and

    other social insurances; (4) Housing accumulation fund;(5) Labor union expenditure and employee education

    expenses;(6) Non-monetary benefits;(7) Compensations for the cancellation of the labor relationship with

    the employees; and (8) Other relevant expenditures of services offered by the employees.

    During the accounting period of an employee' providing services to an enterprise, the enterprise shall

    recognize the compensation payable as liabilities. Except for the compensations for the cancellation of the

    labor relationship with the employee, the enterprise shall, in accordance with beneficiaries of the services

    offered by the employee; cost of product, cost of services, cost of fixed assets, intangible assets or profit or

    loss for the current period, shall be recognized.

    (16) Contingent liability

    The obligation pertinent to a contingency shall be recognized as a provision when the following conditions

    are satisfied simultaneously:

    (1)the obligation is a current obligation of the enterprise;

    (2)it is probable that an outflow of economic benefit will be required to settle the obligation;

    (3)the amount of the obligation can be measured reliably

    A provision shall be recognized when an onerous contract and obligation to restructure incurred by anSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    43

    enterprise satisfies the requirements of the above conditions

    The amount of a provision recognized of expenditure required to settle a provision is expected to be

    reimbursed of the best estimates of measurement.

    (17) Revenue

    (1)revenue from sales goods shall be recognized only when all of the following conditions are satisfied:

    A the enterprise has transferred to the buyer the significant risks and rewards of ownership of the goods;

    B the enterprise retains neither continuing managerial involvement to the degree usually associated with

    ownership nor effective control over the goods sold;

    C the amount of revenue can be measured reliably;

    D it is probable that the economic benefits associated with the transaction will flow to the enterprise;;

    E the associated costs incurred or to be incurred can be measured reliably

    According to the principles above, the Company established real estate sales revenue is recognized, must

    satisfied the following four conditions at the same time:

    A、Real estate is completed,,and is completed checking and accepting;

    B、Signed a contract of sale and make recording in Land Department.

    C、Installment, if it is deferred for receiving money with financing, the cost should be measured in present

    value according to the contract price. ;Mortgage, has been received, and have completed the first phase of

    the mortgage loan approval procedures;

    D、Agreed in the contract of sale and transfer the property to buyers.

    (2)Rendering of service,In case on the preparation date of balance sheet the results about service

    transaction can be reliably evaluated, the labor income will be confirmed by the completion percentage

    method.

    Company has estimated the costs of determining the proportion of the total cost of providing labor services,

    determinate of the progress of the completion of transactions.

    In case the service transaction results on the preparation date of balance sheet cannot be reliably evaluated.

    In case the service costs that have occurred can be compensated, the service income will be confirmed based

    on such service costs and the same amounts will be settled as the service costs. In case the service costs thatSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    44

    have occurred cannot be compensated, such service costs will be accrued to the current profit and loss and

    will not be confirmed as the service costs.

    (3)Use by others of enterprise assets,In case the economic benefits related to the transaction will probably

    flow into the enterprise and the income amounts can be reliably calculated, The interest income amount will

    be calculated and determined based on the use time of currency capital from the Company by others and

    actual interest rate. The income amount of use expenses will be calculated and determined subject to the

    charging time and method agreed in the relevant contracts and agreements.

    (18) Government Grants

    A government grant is transfer of monetary assets or non-monetary assets from the government to an

    enterprise at no consideration, excluding the contribution from the government as the owner of the

    enterprise to enterprise. The company’s government grants are classified into government grants relate to

    assets and government grants relate to income.

    If a government grant is a monetary asset, it shall be measured in the light of the received or receivable

    amount. If a government grants is a non-monetary asset, it shall be measured at its fair value. If its fair value

    cannot be obtained in a reliable way, it shall be measured at its nominal amount.

    The government grant pertinent to assets shall be recognized as deferred income, equally distributed within

    the useful lives of the relevant assets, and included in the current profits and losses. But the government

    grants measured at their nominal amounts shall be directly included in the current profits and losses.

    The government grant related to income, the grant used for compensating the related future expenses or

    losses of the enterprise shall be recognized as deferred income and shall included in the current profits and

    losses during the period when the relevant expenses are recognized; the grant used for compensating the

    related expenses or losses incurred to the enterprise shall be directly included in the current profits and

    losses.

    (19) Income Taxes

    The enterprise implies the balance sheet liability method to measure its income tax. Deferred tax assets and

    deferred tax liability arises from the temporary differences between taxable base of an asset or liability and its

    carrying amount in the balance sheet. The deferred tax assets and deferred tax liability measure in the

    applicable tax rates in accordance with the expected recovery of assets or liquidation of liabilities on balance

    sheet day.

    The confirmation of deferred tax assets uses the probable deductions to the deductible temporary difference

    as its limits in future period.SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    45

    It prohibits the recognition of such deferred tax assets and liabilities of subsidiaries and associates to the

    extent that:

    a. it is probable that the temporary difference will not reverse in the foreseeable future

    b. the parent is able to control the timing of the reversal of the temporary difference

    (20) Business Combinations

    A business combinations refers to a transaction or event that brings together of separate enterprises into one

    reporting entity. Business combinations are classified into the business combinations involving enterprise

    common control under and the business combinations not involving enterprise under common control.

    1.For a business combination involving enterprise common control: A business combination in which all of

    the combining enterprises are ultimately controlled by the same party or the same parties both before and

    after the business combination and on that control is not transitory. Assets and liabilities that are obtained by

    the absorbing party in a business combination shall be measured at their carrying amounts at the

    combination date as record by the party being absorbed. The different between the carrying amount of the

    net assets obtained and the carrying amount of the consideration paid for combination(or the aggregate face

    value of shares issued as consideration), adjust the share premium (or capital premium) in capital surplus, if it

    is insufficient for reduction, adjust retained earnings. Date of acquisition is the date on which control of the

    net assets and operations of the acquire is effectively transferred to the acquirer.

    2、For a business combination not involving enterprise common control: A business combine in which all of

    the combining enterprises are not ultimately controlled by the same party or parties before and after the

    combination. The company shall measure the assets given and liabilities incurred or assumed as consideration

    of the business combination at their fair values on the acquisition date; any difference between the fair value

    and the carrying amount of an item shall be recognized in profit or loss for the current period. Acquisition

    date is the date on which the group effectively obtain control of the acquire.

    (21) Preparation of Consolidated Accounting Statements

    1、Preparation of consolidated accounting statements

    The basis for the consolidated to the consolidated of the parent companies and incorporated subsidiary of

    the accounting statements,Will be consolidated with the parent company of the important inter-subsidiary

    investment, demand, inventory and procurement, and marketing of insider trading profits to offset itemized

    consolidated And calculate interests of minority shareholders and minority shareholders of profit and loss.

    2、Reported of minority interest and the profit or lossSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    46

    The portion of net profits or losses of subsidiaries for the period attributable to minority profit or loss shall

    be presented in the consolidated income statement below the net profit line item as “minority profit or loss”

    That portion of a subsidiary’s equity attributable to minority interests shall be presented as "minority

    interest" in the consolidated balance sheet within owners’ equity.

    3、Deal with the excess loss

    When the amount of loss for the current period attributable to the minority shareholders of a subsidiary

    exceeds the minority shareholders’ portion of the opening balance of owners’ equity of the subsidiary, if the

    minority shareholders have a binding obligation under a statute or an agreement and are able to make an

    additional investment to cover the loss, the excess amount of loss shall be allocated against minority interests.

    Otherwise, the excess amount of loss shall be allocated against owners’ equity attributable to the parent, the

    subsidiary subsequently reports profits, and such profits shall be allocated to owners’ equity attributable to

    the parent until the minority shareholders’ share of losses previously absorbed by the parent has been

    recovered.

    4、Current increases and decreases in consolidated statement handling of the subsidiary

    Where a subsidiary has been acquired through a business combination involving enterprises under common

    control, the subsidiary’s revenue, expenses and profit from the beginning to the end of the reporting period

    in which the combination takes place shall be included in the consolidated income statement. And adjust the

    opening number. Where a subsidiary has been acquired through a business combination not involving

    enterprises under common control, the revenue, expenses and profit of that subsidiary from the acquisition

    date to the end of the reporting period shall be included in the consolidated income statement.

    During the reporting period, disposed of a subsidiary, expenses and profit of the subsidiary from the

    beginning of the reporting period to the date of disposal shall be included in the consolidated income

    statement.

    NOTE 5、Taxation

    The main tax type and tax rate:

    Type Taxable basis Tax rate

    Business tax

    proceeds from sales of properties、leasing income、property

    management income

    5%

    Construction, installation of income 3%

    Value added tax (“VAT”) Goods sales income 17%

    Construction tax Business tax and value added tax payable 1%SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    47

    Education surcharge Business tax and value added tax payable 3%

    Increment tax on land value Sales revenue of properties *1

    Income tax Income tax payable *2

    * 1 (According to Provisions of Shenzhen Municipal People’s Government and the local Inland Revenue

    Department. From Nov 1st 2005, the company or individuals should pay land value-added tax if they gain

    income from the real estate development or transfer in Shenzhen. “Pay in advance, settlement after, refund

    for any overpayment or a supplemental payment for any deficiency. In other words, prepaid the tax on the

    basis of the income from real estate transfer before the project completed (the pre-charge rate of villas,

    resorts, hotel–style apartment on sales of 1%, while 0.5% of other real estate sales). Till it all completed,

    handle settlement after clear the account. Clearing the land valued added tax rate of used ultra-progressive

    tax rate. Valued-added ratio of 50% or less by 30 percent the proportion of value-added tax( general

    standard of domestic value-added ratio of less than 20% of the land exempt tax from value-added tax).

    Value-added ratio of more than 50 % did not exceed 100% of parts by 40 percent the proportion of the levy.

    Value-added tax of more than 100% does not exceed 200% of the parts by 50 percent the proportion of the

    levy. Value-added ratio of more than 200% of the parts by 60 percent the proportion of the levy.

    * 2、Enterprise income tax rate is as follows:

    Items Income tax rate

    Domestic Enterprises

    - enterprises in Shenzhen 20%

    - enterprises outside Shenzhen 25%

    Enterprises in HK 17.50%

    * According to the China's Corporate Income Tax ("CIT") Law that was passed by the Standing

    Committee of the Tenth National People's Congress ("NPC") on 16 March 2007 and the Notice of the State

    Council on the Transitional Preferential Policy regarding implementation of the CIT Law (Guo Fa [2007]

    No.39) issued on 26 December 2007, income tax rate is revised to 25% with effect from 1 January 2008. i.e.,

    pay the payable tax amount calculated at a tax rate of 18% for the year 2008, the payable tax amount

    calculated at a tax rate of 20% for the year 2009, the payable tax amount calculated at a tax rate of 24% for

    the year 2011 and the payable tax amount calculated at a tax rate of 25 % for years as of 2012. As at 30 June

    2008, the original implementation of the corporate tax rate 24% are calculated based on the applicable

    income tax rates of 25% from 1 January 2008.

    NOTE 6、Enterprises combination and the consolidated financial statements

    1、 Include in the scope of the consolidated of the subsidiariesSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    48

    Subsidiaries included in the scope of consolidated in 2009 is as follows:

    (1) Holding through the merger of the subsidiary to obtain

    A、Subsidiaries has been acquired through a business combination involving business combination under

    same control of the subsidiaries;

    The company haven’t subsidiaries has been acquired through a business combination involving enterprise

    combination under same control

    B、Subsidiaries has been acquired through a business combination not involving business combination under

    same control

    30 June 2009

    Equity

    holding

    Percentage (%)

    Voting power

    (%)

    Name of

    subsidiaries

    Registered

    place

    Registered

    capital

    (in ten thousand

    Yuan)

    Nature of

    business and

    principal

    activities

    Actual

    investment

    (in ten

    thousand

    Yuan)

    Net

    investment in

    subsidiary in

    substance

    (in ten

    thousand

    Yuan)

    Direct

    Indirect

    Direct

    Indirect

    Shan Tou

    Special

    Economic Zone

    Real Estate Ltd.

    Shan Tou HKD3000

    Property

    development 2108 2108 -- 100 -- 100

    (2) Subsidiaries has been acquired through new establishment

    30 June 2009

    Equity

    holding

    (%)

    Voting power

    Name of (%)

    the Subsidiary

    Registered

    place

    Registered

    capital (in ten

    thousand

    Yuan)

    Nature of

    business and

    principal

    activities

    Actual

    investment

    (in ten

    thousand

    Yuan)

    Net

    investment

    in

    subsidiary

    in

    substance

    (in ten

    thousand

    Yuan)

    Direct Indirect Direct Indirect

    Shenzhen Petrel

    Hotel Co. Ltd.

    Shenzhen

    ¥3,000

    Hotel

    operations

    3,000 3,000 68.10% 31.90% 68.10% 31.90%

    Shenzhen City

    Property

    Management

    Ltd.

    Shenzhen

    ¥725

    Property

    management

    725 725 95% 5% 95% 5%

    Shenzhen Zhen

    Tung

    Engineering

    Ltd

    Shenzhen

    ¥1,000

    Fitting-out

    contracting

    and

    maintenance

    1,000 1,000 73% 27% 73% 27%

    Shenzhen City

    We Gen

    Construction

    Management

    Ltd.

    Shenzhen

    ¥800

    Construction

    project

    management

    800 800 75% 25% 75% 25%

    Shenzhen City

    Car Rental Ltd.

    Shenzhen

    ¥1,029

    Car rental

    1,029 1,029 55% 45% 55% 45%

    Shenzhen

    Shenfang Car

    Park Ltd.

    Shenzhen

    ¥4,250

    Develop and

    operate car

    park

    4,250 4,250 70% 30% 70% 30%

    Shenzhen City

    Shenfang

    Investment Ltd.

    Shenzhen

    ¥1,000

    Investment

    and

    management

    1,000 1,000 90% 10% 90% 10%

    Shenzhen City

    Shenfang Free

    Trade Trading

    Shenzhen

    ¥500

    Trading of

    Import and

    export

    500 500 95% 5% 95% 5%SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    49

    30 June 2009

    Equity

    holding

    (%)

    Voting power

    Name of (%)

    the Subsidiary

    Registered

    place

    Registered

    capital (in ten

    thousand

    Yuan)

    Nature of

    business and

    principal

    activities

    Actual

    investment

    (in ten

    thousand

    Yuan)

    Net

    investment

    in

    subsidiary

    in

    substance

    (in ten

    thousand

    Yuan)

    Direct Indirect Direct Indirect

    Ltd.

    Shenzhen City

    SPG Bao An

    Development

    Ltd.

    Shenzhen

    ¥2,000

    Property

    development

    2,000 2,000 95% 5% 95% 5%

    Shenzhen City

    SPG Long

    Gang

    Development

    Ltd.

    Shenzhen

    ¥3,000

    Property

    development

    3,000 3,000 95% 5% 95% 5%

    Shenzhen

    Special

    Economic

    Zone Real

    Estate (Group)

    Guangzhou

    Property and

    Estate Co., Ltd.

    Guangzhou

    ¥2,000

    Property

    development

    2,000 2,000 95% 5% 95% 5%

    Beijing fresh

    peak property

    development

    management

    limited

    company

    Beijing

    US$1,000

    operating of

    Real estate

    7,671 7,671 75% 25% 75% 25%

    Beijing SPG

    Property

    Management

    Limited

    Beijing

    ¥50

    Property

    management

    50 50 10% 90% 10% 90%

    Shenzhen Lain

    Hua Industry

    and Trading Co.

    Ltd.

    Shenzhen

    ¥1,000

    Trading of

    equipment

    and

    provision of

    renovation

    material

    1,000 1,000 95% 5% 95% 5%

    Fresh Peak

    Enterprise Ltd.

    Hong Kong

    HKD100

    Investment

    and

    management

    HKD82 9,668

    100%

    -- 100% --

    Wellam Ltd.

    Hong Kong

    HKD1

    Investment

    holding

    HKD1 HKD1 -- 100% -- 100%

    Shantou SEZ

    Wellam Fty

    Bldg., Dev. Co.

    Shantou

    US$600

    Property

    development

    US$600 US$600 -- 100% -- 100%

    Great Wall

    Estate Co., Inc

    U.S.A

    USD50

    Property

    development

    USD35 10,376 70% -- 70% --

    Fresh Peak

    Holdings Ltd.

    Hong Kong

    HKD100

    Investment

    and

    management

    HKD100 64,479

    100%

    -- 100% --

    Skill Elite Ltd.

    Hong Kong

    HKD1

    corporate

    financing

    HKD1 HKD1 -- 100% -- 100%

    Fresh Peak

    Investment Ltd.

    Hong Kong

    HKD100

    Properties

    investment

    HKD55 HKD55 -- 55% -- 55%

    Openice Ltd.

    Hong Kong

    HKD100

    Investment

    and

    management

    HKD120 HKD120 20% 80% 20% 80%

    Barenie Co.

    Ltd.

    Hong Kong

    HKD1

    Properties

    investment

    HKD0.8 HKD0.8 -- 80% -- 80%

    Keyear

    Development

    Ltd.

    Hong Kong

    HKD100

    Investment

    holding

    HKD100 HKD100 -- 100% -- 100%

    Guangzhou

    Huangpu Xizun

    real estate

    limited

    company

    Guangzhou

    HKD3980

    Property

    development

    HKD3980 HKD3980 -- 100% -- 100%

    Fresh Peak Real

    Estate Dev.

    Construction

    Wuhan

    US$400

    Property

    developme

    nt

    US$400 US$400 -- 100% -- 100%SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    50

    30 June 2009

    Equity

    holding

    (%)

    Voting power

    Name of (%)

    the Subsidiary

    Registered

    place

    Registered

    capital (in ten

    thousand

    Yuan)

    Nature of

    business and

    principal

    activities

    Actual

    investment

    (in ten

    thousand

    Yuan)

    Net

    investment

    in

    subsidiary

    in

    substance

    (in ten

    thousand

    Yuan)

    Direct Indirect Direct Indirect

    (Wuhan) Co.

    Ltd.

    2、 Companies excluded from the scope of combination

    30 June 2009

    Equity

    holding

    (%)

    Voting power

    (%)

    Name of

    the Companies

    Place of

    registration

    Registered

    capital (in

    ten

    thousand

    Yuan)

    Nature of

    business and

    principal

    activities

    Actual

    investment

    (in ten

    thousand

    Yuan)

    Net

    investment in

    companies in

    substance

    (in ten thousand

    Yuan) Direct Indirect Direct Indirect

    Shenzhen

    Shenfang

    Department Store

    Co. Ltd.

    Shenzhen

    ¥1,000

    Commercial

    goods supplier

    1,000 1,000 95% 5% 95% 5%

    Shenzhen

    CyberPort Co.,

    Ltd*2

    Shenzhen

    ¥2,000

    Information

    Technology

    Advisory

    1,400 1,400 70% -- 70% --

    Shenzhen Real

    Estate

    Consolidated

    Service Co., Ltd.*3

    Shenzhen

    ¥1,371

    Construction

    material,

    consume goods

    596 596 100% -- 100% --

    Shenzhen Shen

    Fang Industrial

    Development Co.,

    Ltd.*4

    Shenzhen

    ¥300

    Invest in

    industrial

    projects

    450 450 100% -- 100% --

    Shenzhen Tefa

    Real Estate

    Consolidated

    Service Co., Ltd.*5

    Shenzhen

    ¥221

    Construction

    and decoration

    818 818 100% -- 100% --

    Bekaton Property

    Limited*6

    Australia

    US$20

    Property

    Development

    91 1,347 60% -- 60% --

    Paklid Limited*6

    Hong Kong

    HKD50

    Property

    construction

    and

    trading of

    construction

    materials

    20 1,127 60% 40% 60% 40%

    Shenzhen City

    Shenfang

    Construction and

    Decoration

    Materials Ltd.*7

    Shenzhen

    ¥268

    construction

    materials

    268 268 100% -- 100% --

    Shenzhen

    ZhongGang

    Haiyan Enterprise

    Ltd.*8

    Shenzhen

    ¥1,900

    Tourism

    Restaurant

    1,294 1,294 68% -- 68% --

    Shenzhen Xing

    Dongfang Store

    Ltd.*9

    Shenzhen

    ¥2,000

    Domestic

    commercial

    goods supply

    1,850 1,850 92.5% 7.5% 92.5% 7.5%

    Guangdong

    Province Fengkai

    Lain Feng Cement

    Manufacturing Co.,

    Ltd.*10

    Guangdong

    Fengkai

    US$800

    Manufacturing

    and trading

    in cement

    products

    12,126 12,126 -- 90% -- 90%SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    51

    *1 Shenzhen Shenfang Department Store Co. Ltd.:

    The shareholders meeting was held on October 29 2007, the resolution to terminate business, the write-off

    and formed a group to carry out the liquidation. The liquidation group issued a notice of liquidation on

    December 7, 2007. According to the “Enterprise Accounting Standards No.33- the Consolidation Financial

    Statement”, the Store will not be include in the Group’s consolidation financial statement of scope of the

    merger. The book value of the investment account of the Group to zero.

    *2 Shenzhen CyberPort Co., Ltd

    The shareholders’ meeting was held on May 12, 2008, the resolution to terminate business, the write-off and

    formed a group to carry out the liquidation. The liquidation group issued a notice of liquidation on

    December 5, 2008. According to the “Enterprise Accounting Standards No.33- the Consolidation Financial

    Statement”, the Store will not be include in the Group’s consolidation financial statement of scope of the

    merger.

    *3 Shenzhen Real Estate Consolidated Service Co., Ltd.

    Operating period of January 26, 1983 to August 28, 1999, the company has ceased operations for many years,

    for failing to take part in the annual inspection in February 8, 2002 in accordance with the law and revoke

    their licenses.

    *4 Shenzhen Shen Fang Industrial Development Co., Ltd.

    Operating period of October 3, 1993 to October 3, 1998, the company has ceased operations for many years,

    for failing to take part in the annual inspection in February 8, 2002 in accordance with the law and revoke

    their licenses.

    *5 Shenzhen Tefa Real Estate Consolidated Service Co., Ltd

    Operating period of March 7, 1983 to April 14, 1995, the company has ceased operations for many years, for

    failing to take part in the annual inspection was in 2004 in accordance with the law before their business

    licenses.

    *6 Bekaton Property Limited and Paklid Limited

    The Departments of the two companies of the Company were set up offshore companies at the early years.

    December 13, 2000 the company held a board of directors, the two companies decided to carry out

    liquidation.

    *7 Shenzhen City Shenfang Construction and Decoration Materials Ltd

    Operating period of January 1, 1984 to July 6, 2004, the company has ceased operations for many years, forSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    52

    failing to take part in the annual inspection in February 8, 2002 was to revoke the business license.

    *8 Shenzhen ZhongGang Haiyan Enterprise Ltd

    Operating period of October 16, 1984 to October 16, 2004, the company has ceased operations for many

    years, for failing to take part in the annual inspection in 1999 was to revoke the business license.

    *9 Shenzhen Xin Dongfang Store Ltd.

    Operating period of June 7, 1983 to June 7, 1998, the company has ceased operations for many years, for

    failing to take part in the annual inspection in January 10, 2001 in accordance with the law and revoke their

    licenses.

    *10 Guangdong Province Fengkai Lian Feng Cement Manufacturing Co., Ltd.

    The company's total asset (including tangible and intangible assets) was auction debt at January 22, 2006, the

    Group's investment in the company's book value of zero.

    In addition to *1、*2 、*10 of above are not included in the scope of the merge of the investment unit was

    many years ago to stop operating, and the suspension of business licenses for many years, these companies

    have been unable to carry out business activities, the company has no control over its business activities.

    According to the “Enterprise Accounting Standards No.33- Consolidation financial Statements”, these

    companies are not included in the Group’s consolidation financial statements of the scope of the merger.

    The Group’s investment above, and the constitute the company’s book value of investment to zero.

    3、 Conversion of foreign currency statement

    Great Wall Estate Co., Inc. use U.S. dollar as the functional and presentation currency, for foreign currency

    conversion, the assets and liabilities of balance sheet, the balance sheet date using the spot exchange rate, the

    owner’s equity account use spot exchange rate except “retained earnings”. The accounts of revenue and

    expense in income statement used the approximate rate of spot exchange. The translation difference should

    list as “translation differences of foreign currency financial statements” in owner’s equity of balance sheet.

    The differences arising from related party transactions, offset when consoliated.SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    53

    NOTE 7 、Notes to the consolidated and the Company’s financial statements

    1、 Cash at bank and on hand

    30 June 2009 31 December 2008

    Original

    currency

    Exchange

    rate

    RMB

    equivalent

    Original

    currency

    Exchange

    rate

    RMB

    equivalent

    Cash on hand

    RMB 361,744.06 361,744.06 328,739.70 328,739.70

    HKD 34,767.99 0.8816 30,652.86 45,458.39 0.8825 40,118.75

    USD 2,000.00 6.8325 13,665.60 2,000.00 6.8397 13,679.40

    406,062.52 382,537.85

    Cash at bank

    RMB 230,137,828.00 230,137,828.00 266,123,403.00 266,123,403.00

    HKD 29,994,765.52 0.8816 26,444,585.07 29,920,395.95 0.8825 26,405,647.07

    USD 82,586.48 6.8325 564,296.90 93,200.04 6.8397 637,460.31

    CAD 197,316.14 5.9134 1,166,809.26 196,266.82 5.5973 1,098,564.27

    AUD 41,576.42 5.4826 227,946.90 39,089.22 4.7304 184,907.64

    258,541,466.13 294,449,982.29

    Other cash

    balances

    RMB 29,157,075.49 29,157,075.49 33,371,352.68 33,371,352.68

    HKD 163,842.30 0.8816 144,449.93 237,409.21 0.8825 209,520.75

    29,301,525.42 33,580,873.43

    288,249,054.07 328,413,393.57

    Other currencies, mainly the owners of funds to the bank to apply for mortgage loans to purchase the

    Company's real estate development. Lending banks have asked the Company to provide mortgage lending

    margin. (see note 7.14)

    Cash at bank and on hand is 12.23% less than the previous period. Mainly because of this year to buy land to

    pay the purchase price and received amount of selling real estate has decreased

    2、 Financial assets held for trading

    30 June 2009 31 December 2008

    stock investment 286,164.90 189,488.50

    Including.:cost 266,105.00 303,265.00SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    54

    Change in the fair value 20,059.90 -113,776.50

    3、Accounts receivable

    (1)The aging of accounts receivable by categories:

    30 June 2009 31 December 2008

    aging

    Amount proportion %

    Provision for bad

    debts

    Amount proportion %

    Provision for

    bad debts

    Within 1 year 905,959.62 2.78 -- 1,860,981.24 5.54 --

    1 to 2 years 129,002.96 0.40 -- 387,433.51 1.15 --

    2 to 3 years 96,183.42 0.30 -- 213,704.58 0.64 --

    Over 3 year 31,439,686.83 96.52 18,629,679.11 31,104,798.15 92.67 18,629,679.11

    32,570,832.83 100.00 18,629,679.11 33,566,917.48 100.00 18,629,679.11

    (2)The symbol of credit risk identified by customers categories

    30 June 2009 31 December 2008

    Book balance Proportion % Provision for bad

    debts Book balance Proportion % Provision for bad

    debts

    category 1 -- -- -- -- -- --

    category 2 14,132,195.58 43.39 11,574,556.00 14,132,195.58 42.10 11,574,556.00

    category 3 18,438,637.25 56.61 7,055,123.11 19,434,721.90 57.90 7,055,123.11

    32,570,832.83 100.00 18,629,679.11 33,566,917.48 100.00 18,629,679.11

    category 1: refers to accounts receivable with significant individual amount, such individual amount is more

    than 10 million yuan

    category 2: individual is not a significant amount of credit risk, but according to the characteristics of the

    portfolio after portfolio of risky accounts receivable, aging of such fund in three years, and still less likely to

    recover the money.

    category 3: Other is not significant accounts receivable

    (3)As at 30 June 2009,Top five of accounts receivable Units (Personal) as follows:

    30 June 2009 31 December 2008

    Amount 9,757,303.02 9,502,590.02

    Proportion of total other

    receivable accounts

    29.96 29.07

    (4)Accounts receivable balance at the end of 5% without holders of company (including 5%) over the

    right to vote the shares outstanding units of shareholders.SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    55

    (5)In accounts receivable at the end of the balance of account receivable related parties sum.(see note 9

    (3)、3)

    4、 Advance to suppliers

    30 June 2009 31 December 2008

    aging

    Amount proportion % Amount proportion %

    Within 1 year 11,327,457.37 51.31 13,646,498.46 56.08

    1 to 2 years 23,136.15 0.10 2,000.00 0.01

    2 to 3 years 699,952.24 3.17 27,058.00 0.11

    Over 3 years 10,027,531.43 45.42 10,656,572.66 43.80

    22,078,077.19 100.00 24,332,129.12 100.00

    The group did not have any balances which were due to parties having 5% or above shareholdings in the

    Company.

    5、 Other receivables

    (1)The aging of accounts receivable by categories:

    30 June 2009 31 December 2008

    aging

    Amount proportion %

    Provision for

    bad debts

    Amount proportion %

    Provision for

    bad debts

    Within1year 2,412,715.68 1.08 -- 2,525,642.20 1.13 --

    1to 2 years 4,859,931.13 2.19 -- 5,911,834.18 2.65 --

    2to 3 years 3,273,057.88 1.47 -- 3,576,605.94 1.60 --

    Over3 year 211,937,625.00 95.26 178,848,536.08 210,856,418.69 94.62 178,866,343.72

    222,483,329.69 100.00 178,848,536.08 222,870,501.01 100.00 178,866,343.72

    (2)customers categories as follows:

    30 June 2009 customers 31 December 2008

    categories Book balance proportio% Provision for bad

    debts Book balance proporti% Provision for bad

    debts

    category 1 140,857,938.22 63.31 136,057,938.22 140,857,938.22 63.20 136,057,938.22

    category 2 57,157,084.50 25.69 40,820,183.82 57,157,084.50 25.65 40,820,183.82

    category 3 24,468,306.97 11.00 1,970,414.04 24,855,478.29 11.15 1,988,221.68

    222,483,329.69 100.00 178,848,536.08 222,870,501.01 100.00 178,866,343.72

    category 1:refers to accounts receivable with significant individual amount, such individual amount is more

    than 10 million yuan

    category 2: individual is not a significant amount of credit risk, but according to the characteristics of theSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    56

    portfolio after portfolio of risky accounts receivable, aging of such fund in three years, and still less likely to

    recover the money.

    category 3: Other is not significant accounts receivable

    (3)As at 30 June 2009,top five of other receivable Units (Personal) as follows:

    30 June 2009 31 December 2008

    Amount 140,857,938.22 140,857,938.22

    Proportion of total other receivable accounts 63.31 63.20

    (4)The group did not have any balances which were due to parties having 5% or above shareholdings in

    the Company.

    (5)The ending balance of related parties accounts of other receivable, For particulars see Note 9(3)、3.

    6、 Inventories

    30 June 2009 31 December 2008

    Amount

    Provision for

    declines

    Amount

    Provision

    for declines

    Real estate development

    products 363,813,131.67 1,350,000.00 429,136,074.84 1,350,000.00

    Real estate

    developing products 560,165,432.94 47,584,499.31 534,095,339.64 47,584,499.31

    Raw materials 2,411,451.82 -- 1,206,220.38 --

    finished products 479,230.40 278,891.91 296,311.43 278,891.91

    low-value consumable

    products 18,648.26 -- 37,339.94 --

    Construction 32,885,351.66 -- 30,034,359.24 --

    959,773,246.75 49,213,391.22 994,805,645.47 49,213,391.22

    (1) Real estate development products

    Completion

    time (year)

    31 December

    2008

    Current year

    additions

    Current year

    reductions

    30 June 2009

    Jinyedao villa 1 1996 3,141,098.72 -- -- 3,141,098.72

    Jinyedao multi-storey

    apartment 1997 36,331,126.65 -- 126,889.59 36,204,237.06

    Jinyedao villa 6 2007 43,022,827.06 -- -- 43,022,827.06

    Jinyedao villa 7 2007 18,424,926.88 -- -- 18,424,926.88SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    57

    Completion

    time (year)

    31 December

    2008

    Current year

    additions

    Current year

    reductions

    30 June 2009

    Jinyedao villa 8 2007 19,490,877.67 -- 8,428,903.38 11,061,974.29

    Jinyedao villa 11 2008 262,549,924.37 400,000.00 43,198,072.62 219,751,851.75

    Huang Pu 1 1994 121,283.88 -- -- 121,283.88

    Huang Pu 2 2007 12,581,871.83 -- -- 12,581,871.83

    Huamin Building 3,020,596.68 -- -- 3,020,596.68

    Huafeng Building 2000 1,631,743.64 -- -- 1,631,743.64

    Xinhu Garden

    multi-storey 2003 381,992.20 -- -- 381,992.20

    Xinhu Garden 8 2005 9,988,789.21 -- -- 9,988,789.21

    Xinhu Garden 3 2008 16,922,232.10 -- 13,969,077.58 16,922,232.10

    Ri Yuege 854,963.28 -- -- 854,963.28

    Beijing Fresh Peak

    Building

    671,820.67 -- -- 671,820.67

    429,136,074.84 400,000.00 65,722,943.17 363,813,131.67

    (2)Real estate developing products

    Starting time

    (year)

    Expected

    Completion time

    31 December

    2008

    30 June 2009

    Dongle Garden 128,932,800.58 129,832,800.58

    Jin yedao 9 2008 2009 47,546,989.99 55,998,690.00

    Jin yedao 10 2008 2009 69,666,035.43 81,667,385.60

    Shantou Jinhulu 2008 53,538,914.00 53,836,408.00

    Shuiyuntianya,

    mingyuan 2007 213,326,543.59 217,746,092.71

    Shantou fresh peak

    Building 21,084,056.05 21,084,056.05

    534,095,339.64 560,165,432.94

    (3)Provision for declines in the value of inventories

    31 December

    2008

    Current year

    additions

    Current year

    reductions

    30 June 2009

    finished products 278,891.91 -- -- 278,891.91

    Longfeng Villa 47,584,499.31 -- -- 47,584,499.31

    Huamin Building 1,350,000.00 -- -- 1,350,000.00

    49,213,391.22 -- -- 49,213,391.22

    Development cost, the Jinyedao 10 period of land use rights for the book value of 61,548,064.64 yuan has

    been used in the company’s borrowing deposit. Mortgages until July 30, 2010.see notes 7、14.

    The amount of capitalize borrowing money is RMB 2,927,040.62 yuan (same period for last year: RMB

    12,821,093.12 yuan).SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    58

    7、 Long-term equity investments

    30 June 2009

    Amount Impairment provision Net value

    Joint venture investment 91,678,556.86 62,236,756.27 29,441,800.59

    Associate investment 58,297,430.97 2,522,380.20 55,775,050.77

    Other equity investment 186,256,480.74 178,642,972.78 7,613,507.96

    336,232,468.57 243,402,109.25 92,830,359.32

    31 December 2008

    Amount Impairment provision Net value

    Joint venture investment 91,678,556.86 62,236,756.27 29,441,800.59

    Associate investment 58,297,430.97 2,522,380.20 55,775,050.77

    Other equity investment 186,256,480.74 178,642,972.78 7,613,507.96

    336,232,468.57 243,402,109.25 92,830,359.32SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD For the period ended 30 June 2009

    59

    (1)According to equity method

    Name of investees

    proportion

    of the

    investment

    Initial

    investment

    amount

    31 Dec 2008

    investment

    increased(de

    creased)in

    this year

    Equity

    adjustment

    in this year

    Cash

    dividends

    declared to

    be

    distributed

    Equity

    method

    Accumulated

    increased

    decreased in

    this year

    30 June 2009

    Impairment

    provision

    1 、joint venture

    investment:

    Guangdong province

    Huizhou Luofu Hill

    mineral water Co.,Ltd

    cooperation

    9,969,206.09 9,969,206.09 -- -- -- -- 9,969,206.09 9,969,206.09

    Fengkai Xinhua Hotel

    cooperation

    9,455,465.38 9,455,465.38 -- -- -- -- 9,455,465.38 9,455,465.38

    Jiangmen Xinjian Real

    Estate Co. Ltd.

    cooperation

    9,037,070.89 9,037,070.89 -- -- -- -- 9,037,070.89 912,537.16

    Xian Fresh Peak

    Building Co. Ltd.

    cooperation

    32,840,729.61 32,840,729.61 -- -- -- -- 32,840,729.61 20,673,831.77

    Tung Yick Property Co.,

    Ltd.

    cooperation

    30,376,084.89 30,376,084.89 -- -- -- -- 30,376,084.89 21,225,715.87

    Sub-total 91,678,556.86 91,678,556.86 -- -- -- -- 91,678,556.86 62,236,756.27

    2、Associate investment:

    Shenzhen Shatoujiao

    Nantian Store

    50%

    2,850,618.06 2,599,085.60 -- -- -- -251,532.40 2,599,085.60 --

    Shenzhen Runhua

    automobile trading

    Co.,Ltd

    50%

    1,445,425.56 1,445,425.56 -- -- -- -- 1,445,425.56 1,445,425.56

    Zhaoqing Guifeng

    cement Co.,Ltd

    50%

    15,112,000.00 14,500,911.00 -- -- -- -611,088.97 14,500,911.00 --

    Kunshan Diao Feng

    Electricity Power Co.

    50%

    32,471,239.25 32,471,239.25 -- -- -- -- 32,471,239.25 --SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD For the period ended 30 June 2009

    60

    Name of investees

    proportion

    of the

    investment

    Initial

    investment

    amount

    31 Dec 2008

    investment

    increased(de

    creased)in

    this year

    Equity

    adjustment

    in this year

    Cash

    dividends

    declared to

    be

    distributed

    Equity

    method

    Accumulated

    increased

    decreased in

    this year

    30 June 2009

    Impairment

    provision

    Ltd.*1

    Shenzhen Dongfang

    New world store Co.,Ltd

    50%

    15,000,000.00 -- -- -- -- -15,000,000.00 -- --

    Shenzhen City Wing

    Wah Engineering Ltd.

    25%

    1,250,000.00 1,816,528.73 -- 101,111.68 -- 566,528.73 1,816,528.73 1,076,954.64

    Shenzhen Fresh Peak

    property consultant

    Co.,Ltd

    20%

    600,000.00 -- -- -- -- -600,000.00 -- --

    Yunnan Kun Peng

    Aviation Service Ltd.

    25% 5,464,240.74 5,464,240.74 -- -- -- -- 5,464,240.74 --

    Sub-total

    74,193,523.61 58,297,430.88 -- -761,509.69 -- -15,896,092.64 58,297,430.97 2,522,380.20

    Total

    165,872,080.47 149,975,987.74 -- -761,509.69 -- -15,896,092.64 149,975,987.83 64,759,136.47

    (2)According to cost method.SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD For the period ended 30 June 2009

    61

    Name of investees

    Proportion

    of the

    investment

    Initial investment

    amount

    31 December

    2008

    Investment

    increased/decrease

    d in this year

    30 June 2009

    Impairment

    provision

    1、Other investments:

    Shenzhen Shen Fang Industrial Development

    Co., Ltd

    100% 4,500,000.00 4,500,000.00 -- 4,500,000.00 4,500,000.00

    Shenzhen ZhongGang Haiyan Enterprise Ltd. 68% 12,940,900.00 12,940,900.00 -- 12,940,900.00 12,940,900.00

    Shenzhen Real Estate Consolidated Service

    Co., Ltd.

    100% 5,958,305.26 5,958,305.26 -- 5,958,305.26 5,958,305.26

    Paklid Limited 100% 201,100.00 201,100.00 -- 201,100.00 201,100.00

    Bekaton Property Limited 60% 906,630.00 906,630.00 -- 906,630.00 906,630.00

    Shenzhen Tefa Real Estate Consolidated

    Service Co., Ltd.

    100% 8,180,003.63 8,180,003.63 -- 8,180,003.63 8,180,003.63

    Shenzhen Xin Dongfang Store Ltd. 100% 18,500,000.00 18,500,000.00 -- 18,500,000.00 18,500,000.00

    Shenzhen City Shenfang Construction and

    Decoration Materials Ltd.

    100% 2,680,000.00 2,680,000.00 -- 2,680,000.00 2,680,000.00

    Shenzhen Shenfang Department Store Co.

    Ltd.

    100% 10,000,000.00 10,000,000.00 -- 10,000,000.00 10,000,000.00

    Shenzhen CyberPort Co., Ltd *2 70% 14,000,000.00 7,613,507.96 -- 7,613,507.96 --

    Guangdong Province Fengkai Lain Feng

    Cement Manufacturing Co., Ltd.

    90% 121,265,000.00 56,228,381.64 -- 56,228,381.64 56,228,381.64

    Shantou Fresh Peak Building 68,731,560.43 58,547,652.25 -- 58,547,652.25 58,547,652.25

    267,863,499.32 186,256,470.74 -- 186,256,480.74 178,642,972.78SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    62

    *1 Kunshan Diao Feng Electricity Power Co. Ltd.

    On 14 October 2008, Kunshan Diao Feng Electricity Power Co. Ltd. held board meeting. the Board

    decided that 30 June 2009 is the date for the dissolution of the company and in accordance with the

    liquidation procedures.

    *2 Shenzhen CyberPort Co., Ltd

    On 12 May 2008, Shenzhen CyberPort Co., Ltd held a meeting of shareholders, resolution of business

    termination, cancellation, and the composition of the liquidation group to carry out the liquidation, the

    liquidation group issued a notice of liquidation on 5 December 2008. In accordance with "Accounting

    Standard for Business Enterprises No. 33 - Consolidated Financial Statements", the company is not

    included in the Company's consolidated financial statements of the scope of the merger.

    (3)Impairment Provision for Long-term equity investment are as follows:

    Current year

    reductions

    Name of investees

    31 December

    2008

    Current

    year

    addition

    Transfer

    back

    Wright-off

    30 June 2009

    Shenzhen City Wing Wah Engineering Ltd. 1,076,954.64 -- -- -- 1,076,954.64

    Shenzhen Shen Fang Industrial Development Co., Ltd 4,500,000.00 -- -- -- 4,500,000.00

    Shenzhen ZhongGang Haiyan Enterprise Ltd. 12,940,900.00 -- -- -- 12,940,900.00

    Shenzhen Real Estate Consolidated Service Co., Ltd. 5,958,305.26 -- -- -- 5,958,305.26

    Paklid Limited 201,100.00 -- -- -- 201,100.00

    Bekaton Property Limited 906,630.00 -- -- -- 906,630.00

    Shenzhen Tefa Real Estate Consolidated Service Co., Ltd. 8,180,003.63 -- -- -- 8,180,003.63

    Shenzhen Xin Dongfang Store Ltd. 18,500,000.00 -- -- -- 18,500,000.00

    Shenzhen City Shenfang Construction and Decoration

    Materials Ltd. 2,680,000.00 -- -- -- 2,680,000.00

    Shenzhen Shenfang Department Store Co. Ltd. 10,000,000.00 -- -- -- 10,000,000.00

    Guangdong Province Fengkai Lain Feng Cement

    Manufacturing Co., Ltd. 56,228,381.64 -- -- -- 56,228,381.64

    Shenzhen Runhua automobile trading Co.,Ltd 1,445,425.56 -- -- -- 1,445,425.56

    Guangdong province Huizhou Luofu Hill mineral water

    Co.,Ltd 9,969,206.09 -- -- -- 9,969,206.09

    Fengkai Xinhua hotel 9,455,465.38 -- -- -- 9,455,465.38

    Jiangmen Xinjian Real Estate Co. Ltd. 912,537.16 -- -- -- 912,537.16

    Xian Fresh Peak Property Management & Trading Co. Ltd. 20,673,831.77 -- -- -- 20,673,831.77

    Tung Yick Property Co., Ltd. 21,225,715.87 -- -- -- 21,225,715.87

    Shantou Fresh Peak Building 58,547,652.25 -- -- -- 58,547,652.25

    Total 243,402,109.25 -- -- --

    243,402,109.25

    8、 Investment PropertySHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    63

    If the cost measurement model is applied

    31 December

    2008

    Current year

    additions

    Current year

    reductions

    30 June 2009

    Original cost

    Buildings 961,678,279.84 1,660,483.00 -- 963,338,762.84

    Right to the use of land 105,424,885.54 -- 106,354.33 105,318,531.21

    Sub-total 1,067,103,165.38 1,660,483.00 106,354.33 1,068,657,294.05

    Accumulated depreciation

    Buildings 246,267,118.32 14,589,414.54 -- 260,856,532.86

    Right to the use of land -- -- -- --

    Sub-total 246,267,118.32 14,589,414.54 -- 260,856,532.86

    Investment property

    provision for

    impairment losses

    Buildings 15,283,846.00 -- -- 15,283,846.00

    Right to the use of land 86,527,122.74 -- 87,289.96 86,439,832.78

    Sub-total 101,810,968.74 -- 87,289.96 101,723,678.78

    Investment property

    on book value

    Buildings 700,127,315.52 687,198,383.98

    Right to the use of land 18,897,762.80 18,878,698.43

    Sub-total 719,025,078.32 706,077,082.41

    Original value of houses and buildings increase in the current period, it is because pay grades 1-2 Jiao Wu

    Building on the 9th layer of the compound premium.

    Original cost and impairment of reducing this year, because of exchange rate fluctuations when converted

    foreign currency

    For investment of real estate, company borrowing short-term and long-term borrowings (including due

    within one year of the long-term loan) book value of the collateral is 294,987,172.52 yuan (see note 7、14).

    9、 Fixed assets and Accumulated depreciation

    31 December

    2008

    Current year

    additions

    Current year

    reductions

    30 June 2009SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    64

    31 December

    2008

    Current year

    additions

    Current year

    reductions

    30 June 2009

    Cost

    Buildings 117,117,892.56 -- -- 117,117,892.56

    Transport equipment 21,071,522.19 188,051.00 143,293.86 21,116,279.33

    Electronic equipment and others 15,744,005.35 311,774.43 8,950.00 16,046,829.78

    153,933,420.10 499,825.43 152,243.86 154,281,001.67

    Accumulated depreciation

    Buildings 55,823,057.15 1,625,716.21 -- 57,448,773.36

    Transport equipment 14,274,748.44 758,957.98 11.34 15,033,695.08

    electronic equipment and others 12,809,402.10 467,311.70 8,502.50 13,268,211.30

    82,907,207.69 2,851,985.89 8,513.84 85,750,679.74

    Net book value 71,026,212.41 68,530,321.93

    less:Provision for

    impairment loss 131,727.96 131,727.96

    Net amount 70,894,484.45 68,398,593.97

    In buildings of fixed assets, there is 32,253,238.29 yuan book value of the houses and buildings has been

    used in the Company's short-term borrowings, long-term borrowings (including due within one year of

    long-term borrowing) mortgage(see note7、14).

    10、 Intangible assets

    Manners Original cost 31 December

    2008

    Current year

    additions

    Current

    year

    transfer out

    Current year

    amortization

    Accumulative

    amortization 30 June 2009

    Software outsourcing 286,200.00 257,580.00 -- --

    -

    28,620.00 28,620.00 257,580.00

    Taxi license outsourcing 6,368,000.00 6,144,560.00 -- -- 83,790.00 307,230.00 6,060,770.00

    6,654,200.00 6,430,760.00 -- -- 112,410.00 335,850.00 6,318,350.00

    less:Provision for

    impairment loss -- --

    Net amount 6,430,760.00 6,318,350.00

    11、 Long-term deferred and prepaid expenses

    Original cost

    31 December

    2008

    Current year

    additions

    Current year

    amortization

    Accumulative

    amortization

    30 June 2009

    Decoration costs 1,808,640.24 527,346.90 -- 81,222.60 1,362,515.94 446,124.30

    Total 1,808,640.24 527,346.90 -- 81,222.60 1,362,515.94 446,124.30

    12、 Deferred tax assetsSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    65

    30 June 2009 31 December 2008

    Inventories Impairment provision 9,516,899.86 9,516,899.86

    Employee benefits payable 647,628.85 647,628.85

    Unused operating losses against tax 8,315,460.11 8,315,460.11

    18,479,988.82 18,479,988.82

    13、 Impairment provision of assets

    Current year reductions

    31 December 2008

    Current year

    additions Transfer back Wright-off

    30 June 2009

    Provision for bad debts 197,496,022.83 -- -- 17,807.64 197,478,215.19

    Inventories impairment

    provision 49,213,391.22 -- -- -- 49,213,391.22

    Long-term equity investment

    impairment provision 243,402,109.25 -- -- -- 243,402,109.25

    Investment property

    impairment provision 101,810,968.74 -- -- 87,289.96 101,723,678.78

    Fixed assets impairment

    provision 131,727.96 -- -- -- 131,727.96

    592,054,220.00 -- -- 105,097.60 591,949,122.40

    For bad debts to reduce the current period, primarily result from changes in currency exchange rates.

    Impairment of investment in real estate reduces in the current period, mainly because of conversion of

    foreign currency statements of changes in the formation of the exchange rate.

    14、 Restrictions on the ownership of assets

    Items Book value on 30 June 2009

    Cash at bank Other currencies 24,967,601.80

    Inventories(work in process) Land rights of Jinyedao 61,548,064.64

    Investment property Shengfang square 206,971,644.82

    Investment property Floor 2 of guoshan north building 80,199,917.62

    Investment property Real estate Building 7,815,610.08

    Fixed assets Floor 46-48 of Shengfang Building 32,253,238.29

    413,756,077.25

    The above-mentioned restrictions on ownership of assets, both for the Company’s short-term borrowing

    and long-term borrowings (including due within one year of the long-term loan) mortgage

    15、 Short-term borrowingsSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    66

    Borrowing conditions 31 December 2008 30 June 2009

    Mortgage borrowings* 59,200,000.00 --

    59,200,000.00 --

    16、 Accounts payable

    (1)Accounts payable balance at the end, the Group did not less holding company 5% (including 5%)

    over the right to vote, shareholders of the funds unit.

    (2)Accounts payable balance at the end of non-affiliated companies to meet payments.

    17、 Prepayment received

    (1)Advance payment balance at the end, the Group did not less holding company 5% (including 5%)

    over the right to vote, shareholders of the funds unit..

    (2)At the end of the balance of accounts in advance to deal with non-affiliated companies money;

    On June 30, 2009, the Company accounts in advance of paying back the principal in advance details:

    Project names 31 December 2008 30 June 2009 Completion time aging

    Guangzhou H

    Huangpu yuan -- 1,599,963.00 Completion

    Within1year

    Jinyedao villa 7 5,136,334.00 1,800,000.00 Completion Within1year

    Jinyedao villa 8 5,136,334.00 -- Completion

    Jinyedao villa 9 -- 2,264,496.00 Within1year

    Jinyedao villa 11 74,520,189.83 40,014,291.19 Completion Within1year

    Total 84,792,857.83 45,678,750.19

    18、 Employee benefits payable

    31 December

    2008

    Current year

    additions

    Current year

    reductions

    30 June 2009

    Wages and salaries,

    bonuses, allowances and

    subsidies

    17,233,458.66 29,529,507.30 31,978,834.46 14,784,131.50

    Staff welfare -- 479,624.50 479,624.50 --SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    67

    Social security contributions 1,860,036.84 3,326,460.75 3,202,144.30 1,984,353.29

    Labor union and employee

    education funds 800,228.65 747,388.73 620,333.34 927,284.04

    Compensation to employees

    for termination of

    employment relationship

    5,262,990.06 -- 689,399.00 4,573,591.06

    Others 45,518.13 1,521,301.26 1,548,582.26 18,237.13

    Total 25,202,232.34 35,604,282.54 38,518,917.86 22,287,597.02

    19、 Taxes payable

    30 June 2009 31 December 2008

    Value added tax (“VAT”) -3,160,125.75 -2,818,856.76

    Business tax -2,669,148.63 -1,616,946.70

    Construction tax -290,802.14 -220,035.78

    Education surcharge -147,083.71 -91,896.23

    Embankment 20,326.20 10,927.15

    Real estate tax 2,054,656.11 2,081,659.05

    Increment tax on

    land value 4,369,719.00 4,170,141.46

    Income tax -5,104,895.62 267,821.39

    Personal income tax

    290,017.94 469,019.54

    others -29,752.66 96.78

    -4,667,089.26 2,251,929.90

    Taxes payable has a negative balance is due to the money received in advance when selling the property.

    20、 Interests payable

    Company name 30 June 2009 31 December 2008

    Shenzhen Investment

    Shareholding Co.,Ltd

    9,477,039.69 7,888,053.54

    Shenzhen Investment Holdings Co., Ltd is the holding company. The items of borrowing to see note7,

    21.The unpaid interest balance is the second half year of 2007 and the interest during the year2009, as

    detailed in note 9,(3).2

    21、 Other payables

    (1)In other accounts payable balance at the end, owe the Company holds 5% (including 5%) over the

    right to vote, shareholders funds units are as follows:

    Shareholder company name 30 June 2009 31 December 2008 Nature

    Shenzhen Investment

    Shareholding Co.,Ltd 63,848,819.24 63,848,819.24 BorrowingSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    68

    (2)Other accounts payable balance at the end of the money owed to related parties see note 9, (3) .3

    22、 Long-term borrowings

    Borrowing conditions 30 June 2009 31 December 2008

    Mortgage borrowings 383,769,218.57 340,804,785.54

    Total 383,769,218.57 340,804,785.54

    Including.:non-current liability

    due in one year

    10,461,764.71 10,461,764.71

    long term borrowings 373,307,453.86 330,343,020.83

    The ending balance of borrowings is as follows according to the enterprises’ names.

    30 June

    2009

    Name of borrowing enterprises

    currency

    Borrowing conditions

    Maturity Date

    Shenzhen Rural Commercial Bank 198,000,000.00 Mortgage 2010.06.21

    Shenzhen Nanyang Commercial Bank 50,491,018.57 Mortgage 2017.05.29

    China Commercial Bank in Shenzhen 8,800,000.00 Mortgage 2010.06.13

    China Commercial Bank in Shenzhen 16,478,200.00 Mortgage 2010.7.10

    Bank of Communication in Shantou 60,000,000.00 Mortgage 2010.7.30

    Shanghai Pudong Development Bank

    Shenzhen Buji Branch

    50,000,000.00 Mortgage 2012.3.29

    383,769,218.57

    *1Details of mortgage borrowings for particulars see note7、14

    23、 Long-term payables

    30 June 2009 31 December 2008

    Maintenance fund 7,925,342.34 7,490,170.24

    24、 Accrued liabilities

    30 June 2009 31 December 2008

    Loss from lawsuit 2,196,714.08 2,196,714.08

    For the detail of lawsuit see 14(4)

    25、 Share capitalSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    69

    31 December 2008

    Current year

    additions

    Current year

    reductions

    30 June 2009

    1、Shares with restriction on disposals

    1)、State-owned shares 571,690,800.00 -- 571,690,800.00 --

    2)、PRC legal person shares -- -- -- --

    3)、PRC legal nature person shares 5,550.00 1,850.00 -- 7,400.00

    4)、Others -- -- -- --

    Total of shares with restriction on disposals 571,696,350.00 1,850.00 571,690,800.00 7,400.00

    2、Shares without restriction on disposals

    1)、Domestically listed PRC public shares 319,963,650.00 571,690,800.00 1,850.00 891,652,600.00

    2)、Domestically listed foreign shares 120,000,000.00 -- -- 120,000,000.00

    3)、Overseas listed foreign shares -- -- -- --

    4)、Others -- -- -- --

    Total of shares without restriction on

    disposals 439,963,650.00 571,690,800.00 1,850.00 1,011,652,600.00

    3、Total 1,011,660,000.00 1,011,660,000.00

    Change this year, increase or decrease in equity is accordance with the Company's share reform program.

    The only non-circulation of the Company shares of Shenzhen Investment Holdings Co., Ltd. held by the

    conditions of limited access to the shares listed part.

    26、 Capital surplus

    31 December 2008

    Current year

    additions

    Current year

    reductions

    30 June 2009

    Capital premium 557,433,036.93 -- -- 557,433,036.93

    Other capital surplus 420,811,821.17 -- -- 420,811,821.17

    Total 978,244,858.10 -- -- 978,244,858.10

    27、 Surplus reserve

    31 December 2008

    Current year

    additions

    Current year

    reductions 30 June 2009

    Reserve fund 118,910,686.94 -- 118,910,686.94 --

    According to the company adopted the 2008 Annual General Meeting of the ‘On reserve over the years to

    make up for loss of motion’on June 26, 2009 moring, that the surplus reserve above will use cover the loss

    from over the years.

    28、 Undistributed profit

    30 June 2009 31 December 2008

    Net profit for parent company’s shareholders 7,725,323.97 19,123,787.11SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    70

    add:Undistributed profit at beginning of year -915,511,458.27 -934,635,245.38

    less:Profit distribution -- --

    Including.:withdrawal legal surplus -- --

    withdrawal free surplus reserves 118,910,686.94 --

    Undistributed profit at ending of year -788,875,447.36 -915,511,458.27

    29、 Revenue and cost of sales

    Revenue Cost Gross profit

    1.1-30.6

    2009

    1.1-30.6

    2008

    1.1-30.6

    2009

    1.1-30.6

    2008

    1.1-30.6

    2009

    1.1-30.6

    2008

    Revenue from

    main operations:

    Sales of

    properties 102,952,316.99 137,584,658.92 63,742,098.75 72,315,694.82 39,210,218.24 65,268,964.10

    Construction 99,649,713.76 59,768,004.20 94,023,612.07 55,906,286.46 5,626,101.69 3,862,717.74

    Business

    Leasing and

    property

    mangement

    75,347,008.91 83,440,125.41 51,038,851.06 52,504,386.67 24,308,157.85 30,935,738.74

    Hotel and others

    service

    12,862,561.83 14,373,743.98 9,696,242.93 10,417,725.40 3,166,318.90 3,956,018.58

    Total 290,811,601.49 295,166,532.51 218,500,804.81 191,144,093.35 72,310,796.68 104,023,439.16

    (1) The sales of top five:

    1.1-30.6

    2009

    1.1-30.6

    2008

    Sales (in ten thou

    -sand Yuan)

    Proportion of the

    company’s total

    sales

    Sales (in ten

    thousand Yuan))

    Proportion of the

    company’s total sales

    Total sales of top five 4,637 15.95 3,958 13.41

    (2) Main operations by geographical segments as follows:

    Revenue Cost Gross profit

    1.1-30.6

    2009

    1.1-30.6

    2008

    1.1-30.6

    2009

    1.1-30.6

    2008

    1.1-30.6

    2009

    1.1-30.6

    2008

    PRC:

    Guangdong

    province

    290,395,405.61 294,394,592.49

    218,500,804.81

    191,068,339.87

    71,894,600.80

    103,326,252.62

    Overseas:

    416,195.88

    772,940.02

    75,753.48

    416,195.88

    697,186.54

    290,811,601.49

    295,167,532.51 218,500,804.81 191,144,093.35

    72,310,796.68

    104,023,439.16SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    71

    30、 Tax and levies on operations

    1.1-30.6

    2009

    1.1-30.6

    2008

    Business tax 13,490,618.90 13,954,739.34

    City maintenance and construction tax 163,657.96 132,162.52

    Educational surcharge 256,933.62 195,809.21

    Real estate tax 3,799,059.74 3,798,993.61

    Increment tax on land value 6,869,813.66 13,545,346.45

    Others 205,526.47 194,966.41

    24,785,610.35 31,822,017.54

    31、 Finance expenses

    1.1-30.6

    2009

    1.1-30.6

    2008

    Interest expenses 13,293,246.53 19,321,051.27

    Less:expenses of capitalization interest 2,927,040.62 12,821,093.12

    Less: interest income 726,616.64 1,703,226.35

    Exchange losses -- 9,484,368.97

    Less: exchange gains 43,824.49 --

    Others 186,322.29 516,275.40

    9,782,087.07 14,797,376.17

    The current financial cost of substantially reduced over the same period of previous year, mainly due to

    the fluctuations of currency exchange rates is very small. The exchange rate losses did not occur.

    32、 Investment income

    1.1-30.6

    2009

    1.1-30.6

    2008

    Sale income from financial assets held for trading 8,532.58 3,334.11

    Long-term equity investment income 7,683,812.56 5,183,115.81

    including:dividends income from investees 7,683,812.56 5,183,115.81

    Income from disposal of subsidiaries -- --SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    72

    Income from disposal of other operational units -- --

    Change in net profit of investees according to

    equity method.

    -- --

    7,692,345.14 5,186,449.92

    Return on ivestment is 48.32% increase over the same period of previous year. Mainly because the

    dividend received from Kunshan Power Company Limited has increased.

    33、 Non-operating income

    1.1-30.6

    2009

    1.1-30.6

    2008

    1、Total gain on disposal of non current assets 300.00 2,638,414.82

    including:Gain on disposal of fixed assets 300.00 2,638,414.82

    2、Fine income 818.50 --

    3、Others 29,806.59 5,553.06

    30,925.09 2,643,967.88

    34、 Non-operating expenses

    1.1-30.6

    2009

    1.1-30.6

    2008

    1、Total losses on disposal of non current assets 48,532.00 66,000.00

    including:Loss on disposal of fixed assets 48,532.00 66,000.00

    2、Fine expenses -- 500.00

    3、Donation expenses 24,000.00 99,000.00

    4、Penalty expenses -- 32,983.88

    5、Others 13,319.04 123,164.97

    85,851.04 321,648.85

    35、 Earning per share

    Calculation process of EPS

    1.1-30.6

    2009

    1.1-30.6

    2008

    Net profit attributable to equity holders of the company 7,725,323.97 13,925,382.42SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    73

    Weighted average number of ordinary shares outstanding 1,011,660,000.00 1,011,660,000.00

    Basic earnings per share(per share RMB yuan) 0.0076 0.138

    Earnings per share - diluted(per share RMB yuan) 0.0076 0.138

    36、 Cash flow statements

    (1)Cash received from operating activities

    1.1-30.6

    2009

    1.1-30.6

    2008

    interest income 726,616.64 1,713,869.87

    Mortgage、Guarantee 3,635,486.58 5,495,972.22

    Other debits -- 4,301,176.32

    Maintenance fund 1,944,783.36 1,880,280.18

    Others 22,529,017.16 57,289,671.39

    Total 28,835,903.74 70,680,969.98

    (2)Cash paid for other operating activities

    1.1-30.6

    2009

    1.1-30.6

    2008

    Cash paid to General and

    administrative expenses

    10,707,023.68

    13,366,298.41

    Cash paid to operating expenses 2,551,818.93 590,491.36

    Agency fees 1,116,920.00 1,060,209.66

    Mortgage and Guarantee 3,074,539.26 4,002,550.00

    Other credits 1,258,961.40 7,737,522.69

    Advertising and promotion expenses 896,156.00 2,008,120.65

    Others 28,579,068.27 73,074,630.35

    Total 48,184,487.54 101,839,823.12

    (3)Cash flow statement(continued)

    Supplementary information

    1.1-30.6

    2009

    1.1-30.6

    2008

    1、Reconciliation from the net profit to the cash flows from operating

    activitiesSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    74

    Supplementary information

    1.1-30.6

    2009

    1.1-30.6

    2008

    Net profit 7,699,678.64 13,830,432.64

    Add:Provisions for assets impairment

    -- --

    Depreciation of fixed assets and

    investment property

    17,529,766.15

    15,780,500.89

    Amortization of intangible assets 112,410.00 83,790.00

    Long-term deferred and prepaid

    expenses amortization

    81,222.60

    135,806.29

    Losses on disposal of fixed assets,

    intangible assets and other long-term

    assets(gains used“-”)

    48,232.00

    -2,638,414.82

    Scrapping of fixed assets losses

    (gains used“-”)

    --

    --

    Exchange of fair value losses(gains used“-”) -133,836.40 302,557.00

    Finance expenses (gains used“-”) 13,062,903.65 15,984,327.12

    Investment losses(gains used“-”) -7,692,345.14 -5,186,449.92

    Decrease in deferred tax assets(gains used“-”) -- --

    Increase in deferred tax liabilities

    (gains used“-”)

    --

    --

    Decrease in inventories(gains used“-”) 35,032,398.72 -11,991,973.73

    Decrease in operating receivables

    (gains used“-”)

    3,637,307.90

    6,567,474.11

    Increase in operating payables(gains used“-”) -90,114,568.35 -51,749,621.05

    Others -266,313.13 --

    Net cash flows from operating activities -21,003,143.36 -18,881,571.47

    2、Investment and financing activities not involving cash -- --

    3、Net increase/ (decrease) in cash and cash equivalents

    Cash at end of the year 288,249,054.07 438,020,283.97

    Less: cash at beginning of the year 328,413,393.57 451,915,145.77

    Add:cash equivalents at end of the year -- --

    Less: cash equivalents at beginning of the year -- --

    Net increase in cash and cash equivalents -40,164,339.50 -13,894,861.80

    NOTE 8、Notes to the parent company financial statements

    1、Accounts receivableSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LTD

    For the period ended 30 June 2009

    75

    Aging analysis

    30 June 2009

    31 December 2008

    aging

    Amount proportion %

    Provision for bad

    debts

    Amount proportion %

    Provision for bad

    debts

    Within 1 year 58,705.64 0.42 -- 65,745.71 0.47 --

    1 to 2 years 129,002.96 0.93 -- 183,200.39 1.30 --

    2 to 3 years 40,886.43 0.30 -- -- -- --

    Over 3 year 13,593,199.94 98.35 6,457,254.02 13,807,219.42 98.23 6,457,254.02.

    13,821,794.97 100.00 6,457,254.02 14,056,165.52 100 6,457,254.02

    2、Other receivables

    Aging analysis

    30 June 2009

    31 December 2008

    aging

    Amount proportion %

    Provision for bad

    debts

    Amount proportion %

    Provision for bad

    debts

    Within 1

    year 83,415,523.97 5.57

    -- 64,567,287.58 4.39

    --

    1 to 2 years 210,131,987.55 14.03 -- 209,294,808.32 14.23 --

    2 to 3 years 155,560,669.53 10.39 4,001,634.89 154,786,735.85 10.53 4,001,634.89

    Over 3 year 1,048,423,604.50 70.01 859,191,545.13 1,041,756,363.78 70.85 859,191,545.13

    1,497,531,785.55 100.00 863,193,180.02 1,470,405,195.53 100.00 863,193,180.02

    3、Inventories

    30 June 2009 31 December 2008

    Amount

    Provision for

    declines

    Amount

    Provision for

    declines

    Real estate development

    products 50,881,991.49 1,350,000.00 53,691,639.07 1,350,000.00

    Construction development

    products 129,832,800.58 -- 128,932,800.58 --

    180,714,792.07 1,350,000.00 182,624,439.65 1,350,000.00SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LT For the period ended 30 June 2009

    76

    4、Long-term equity investments

    (1) Long-term equity investments

    30 June 2009 31 December 2008

    Amount

    Impairment

    provision

    Net value Amount

    Impairment

    provision Net value

    Subsidiaries investment 272,668,771.15 -- 272,668,771.15

    272,668,771.15 -- 272,668,771.15

    joint venture investment 19,424,671.47 19,424,671.47 -- 19,424,671.47 19,424,671.47 --

    associate investment 20,361,950.98 2,522,380.20 17,839,570.78 20,361,950.98 2,522,380.20 17,839,570.78

    other equity investment 134,315,609.56 121,914,591.14 12,401,018.42

    134,315,609.56 121,914,591.14 12,401,018.42

    Total 446,771,003.16 143,861,642.81 302,909,360.35 446,771,003.16 143,861,642.81 302,909,360.35

    (2) According to equity methodSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LT For the period ended 30 June 2009

    77

    Name of investees

    proportion of

    the investment

    Initial

    investment

    amount

    31 December

    2008

    investment

    increased(de

    creased)in

    this year

    Equity

    adjustment in

    this year

    Cash

    dividends

    declared to be

    distributed

    Equity method

    accumulated

    increased/

    decreased

    30 June 2009 Impairment

    provision

    1、Joint venture investment:

    Guangdong province Huizhou

    Luofu Hill mineral water Co.,Ltd

    cooperation

    9,969,206.09 9,969,206.09 -- -- -- -- 9,969,206.09 9,969,206.09

    Fengkai Xinhua Hotel

    cooperation

    9,455,465.38 9,455,465.38 -- -- -- -- 9,455,465.38 9,455,465.38

    19,424,671.47 19,424,671.47 -- -- -- -- 19,424,671.47 19,424,671.47

    2、Associate investment:

    Shenzhen Shatoujiao Nantian

    Store

    50%

    2,850,618.06 2,599,085.66 -- -- -- -251,532.40 2,599,085.66 --

    Shenzhen Runhua automobile

    trading Co.,Ltd

    50%

    1,445,425.56 1,445,425.56 -- -- -- -- 1,445,425.56 1,445,425.56

    Zhaoqing guifeng cement

    Co.,Ltd

    50%

    15,112,000.00 14,500,911.03 -- -- -- -611,088.97 14,500,911.03 --

    Shenzhen Dongfang New world

    store Co.,Ltd

    50%

    15,000,000.00 -- -- -- -- -15,000,000.00 -- --

    Shenzhen City Wing Wah

    Engineering Ltd.

    25%

    1,250,000.00 1,816,528.73 -- -- -- 566,528.73 1,816,528.73 1,076,954.64

    Shenzhen Fresh Peak property

    consultant Co.,Ltd

    20%

    600,000.00 -- -- -- -- -600,000.00 -- --

    36,258,043.62 20,361,950.98 -- -- -- -15,896,092.64 20,361,950.98 2,522,380.20

    55,682,715.09 39,786,622.45 -- -- -- -15,896,092.64 39,786,622.45 21,947,051.67

    (3) According to cost methodSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LT For the period ended 30 June 2009

    78

    Name of investees

    Proportion

    of the

    investment

    Initial investment

    amount 31 December 2008

    Investment

    increased/

    decreased in

    this year

    30 June 2009

    Impairment

    provision

    1、Subsidiaries investment:

    Shenzhen City Property Management Ltd. 95 12,821,791.52 12,821,791.52

    --

    12,821,791.52 --

    Shenzhen Petrel Hotel Co. Ltd. 68.10 20,605,047.50 20,605,047.50

    --

    20,605,047.50 --

    Shenzhen City Shenfang Investment Ltd. 90 9,000,000.00 9,000,000.00

    --

    9,000,000.00 --

    Fresh Peak Holdings Ltd. 100 556,500.00 556,500.00

    --

    556,500.00 --

    Fresh Peak Enterprise Ltd. 100 20,824,545.77 21,717,697.73 -- 21,717,697.73 --

    Shenzhen Special Economic Zone Real Estate (Group)

    Guangzhou Property and Estate Co., Ltd.

    100 20,000,000.00 20,000,000.00 -- 20,000,000.00 --

    Shenzhen Zhen Tung Engineering Ltd. 73 11,332,321.45 11,332,321.45 -- 11,332,321.45 --

    Great Wall Estate Co., Inc. 70 1,435,802.00 1,435,802.00 -- 1,435,802.00 --

    Shenzhen City Shenfang Free Trade Trading Ltd. 95 4,750,000.00 4,750,000.00 -- 4,750,000.00 --

    Shenzhen City Wa Gen Construction Management Ltd. 75 6,000,000.00 6,000,000.00 -- 6,000,000.00 --

    Shenzhen Shengfang Car rental Ltd. 55 11,809,500.00 6,495,225.00 -- 6,495,225.00 --

    Openice Ltd. 20 212,280.00 212,280.00 -- 212,280.00 --

    Beijing SPG Property Management Limited 100 500,000.00 500,000.00 -- 500,000.00 --

    Shenzhen Lain Hua Industry and Trading Co. Ltd. 95 13,458,217.05 13,458,217.05 -- 13,458,217.05 --

    Shenzhen City SPG Long Gang Development Ltd. 95 30,850,000.00 30,850,000.00 -- 30,850,000.00 --

    Beijing fresh peak property development management

    limited company

    75

    64,183,888.90 64,183,888.90 -- 64,183,888.90 --

    Shenzhen City SPG Bao An Development Ltd. 95% 19,000,000.00 19,000,000.00 -- 19,000,000.00 --

    Shenzhen Shenfang Car Park Ltd. 70% 29,750,000.00 29,750,000.00 -- 29,750,000.00 --SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LT For the period ended 30 June 2009

    79

    Name of investees

    Proportion

    of the

    investment

    Initial investment

    amount 31 December 2008

    Investment

    increased/

    decreased in

    this year

    30 June 2009

    Impairment

    provision

    291,089,894.19 272,668,771.15 -- 272,668,771.15 --

    2、Others investment:

    Shenzhen Shen Fang Industrial Development Co., Ltd. 100% 4,500,000.00 4,500,000.00 -- 4,500,000.00 4,500,000.00

    Shenzhen ZhongGang Haiyan Enterprise Ltd. 68% 12,940,900.00 12,940,900.00 -- 12,940,900.00 12,940,900.00

    Shenzhen Real Estate Consolidated Service Co., Ltd. 100% 5,958,305.26 5,958,305.26 -- 5,958,305.26 5,958,305.26

    Paklid Limited 100% 201,100.00 201,100.00 -- 201,100.00 201,100.00

    Bekaton Property Limited 60% 906,630.00 906,630.00 -- 906,630.00 906,630.00

    Shenzhen Tefa Real Estate Consolidated Service Co., Ltd. 100% 8,180,003.63 8,180,003.63 -- 8,180,003.63 8,180,003.63

    Shenzhen Xin Dongfang Store Ltd. 100% 18,500,000.00 18,500,000.00 -- 18,500,000.00 18,500,000.00

    Shenzhen City Shenfang Construction and Decoration

    Materials Ltd.

    100% 2,680,000.00 2,680,000.00 -- 2,680,000.00 2,680,000.00

    Shenzhen Shenfang Department Store Co. Ltd. 95% 9,500,000.00 9,500,000.00 -- 9,500,000.00 9,500,000.00

    Shenzhen CyberPort Co., Ltd 70% 14,000,000.00 12,401,018.42 -- 12,401,018.42 -

    Shantou Fresh Peak Building 100% 68,731,560.43 58,547,652.25 -- 58,547,652.25 58,547,652.25

    146,098,499.32 134,315,609.56 -- 134,315,609.56 121,914,591.14

    437,188,393.51 406,984,380.71 -- 406,984,380.71 121,914,591.14

    (4) impairment Provision of long-term equity investmentsSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO.,LT For the period ended 30 June 2009

    80

    Impairment Provision

    Name of investees

    31 December 2008

    Current year

    addition Current year

    reductions 30 June 2009 Provision for reasons

    Shenzhen City Wing Wah Engineering Ltd. 1,076,954.64 -- -- 1,076,954.64 Operating loss

    Shenzhen Shen Fang Industrial Development Co., Ltd. 4,500,000.00 -- -- 4,500,000.00 Closed operations

    Shenzhen ZhongGang Haiyan Enterprise Ltd. 12,940,900.00 -- -- 12,940,900.00 Closed operations

    Shenzhen Real Estate Consolidated Service Co.,Ltd. 5,958,305.26 -- -- 5,958,305.26 Closed operations

    Paklid Limited 201,100.00 -- -- 201,100.00 Closed operations

    Bekaton Property Limited 906,630.00 -- -- 906,630.00 Closed operations

    Shenzhen Tefa Real Estate Consolidated Service Co., Ltd. 8,180,003.63 -- -- 8,180,003.63 Closed operations

    Shenzhen Xin Dongfang Store Ltd. 18,500,000.00 -- -- 18,500,000.00 Closed operations

    Shenzhen City Shenfang Construction and

    Decoration Materials Ltd.

    2,680,000.00 -- -- 2,680,000.00

    Closed operations

    Shenzhen Shenfang Department Store Co. Ltd. 9,500,000.00 -- -- 9,500,000.00 Closed operations

    and liquidation

    Shenzhen Runhua automobile trading Co.,Ltd 1,445,425.56 -- -- 1,445,425.56 Closed operations

    Guangdong province Huizhou Luofu Hill mineral water

    Co.,Ltd

    9,969,206.09 -- -- 9,969,206.09

    Closed operations

    Fengkai Xinhua Hotel 9,455,465.38 -- -- 9,455,465.38 Closed operations

    Shantou Fresh Peak Building 58,547,652.25 -- -- 58,547,652.25 Closed operations

    143,861,642.81 -- -- 143,861,642.81SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP)

    CO.,LT For the period ended 30 June 2009

    81

    5、Revenue and cost of good sold

    Revenue Cost Gross profit

    1.1-30.6

    2009

    1.1-30.6

    2008

    1.1-30.6

    2009

    1.1-30.6

    2008

    1.1-30.6

    2009

    1.1-30.6

    2008

    Sales ofproperties

    26,166,782.38

    16,131,692.49

    10,035,089.89

    Leasing income

    29,273,859.02 36,084,619.79

    15,087,280.66

    15,127,614.05 14,186,578.36 20,957,005.74

    Others

    514,337.52 510,482.80

    361,027.21

    415,840.48 153,310.31 94,642.32

    55,954,978.92 36,595,102.59 31,580,000.36 15,543,454.53 24,374,978.56 21,051,648.06

    NOTE 9、Related parties and related party transactions

    (1)The standards of related parties recognition

    Party control, joint control or the other to exert a significant impact on the other party, as well as two

    or more than two parties are of the same party control, joint control or significant influence,

    constitutes a related party.

    (2)Related party relationships

    1、 Related parties with controlling relationship

    company

    Registered

    code

    Place of

    registration

    Nature of

    business and

    principal

    activities

    Registered

    capital

    Equity

    Holding

    of the

    company

    Voting

    power

    Shenzhen Investment

    Shareholding Limited

    Company

    Guangdong

    province

    Shenzhen

    * RMB 4 billion 64.35% 64.35%

    *Guarantees for Municipal State-owned enterprises; stated-owned shares management excluded

    from the enterprises of direct control by SAC; on assets restructurings of controlled enterprises as

    well as its capital operation. Other businesses authorized by city SAC.

    Company that is the ultimate controlling party of the Company under the direct control

    2、 Subsidiaries

    Detail information about subsidiaries for detail see note 6、1 & 2

    3、 Joint ventures, associatesSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP)

    CO.,LT For the period ended 30 June 2009

    82

    Detail information about joint ventures and associates for detail see note 7、7

    (3)Related party transactions

    a) Borrowings from related party

    Name 30 June 2009 31 December 2008

    Shenzhen Investment Shareholding

    Limited Company

    63,848,819.24 63,848,819.24

    b) Interest pay to the related party

    Name 30 June 2009 31 December 2008

    Shenzhen Investment Shareholding

    Limited Company

    9,477,039.69 7,888,053.54

    *Interest: annual interest of 6.12%, according to the borrowing agreement.

    c) Receivables and Payables of related parties

    30 June 2009 31 December 2008

    Name of related parties

    Amount

    Provision for

    bad debts

    Amount

    Provision for

    bad debts

    Other receivables

    Guangdong province Huizhou

    Luofu Hill mineral water Co.,Ltd 10,465,168.81

    10,465,168.81

    10,465,168.81

    10,465,168.81

    Shenzhen Runhua automobile

    trading Co.,Ltd 3,072,764.42

    3,072,764.42

    3,072,764.42

    3,072,764.42

    Fidelity Development Limited 89,035,748.07 89,035,748.07 89,035,748.07 89,035,748.07

    Bekaton Property Limited 12,559,290.58 12,559,290.58 12,559,290.58 12,559,290.58

    Paklid Limited 18,211,639.09 18,203,987.56 19,205,883.66 19,197,730.76

    Shenzhen Shenfang Department

    Store Co. Ltd. 189,179.82

    189,179.82

    189,179.82

    189,179.82

    Shenzhen Real Estate

    Consolidated Service Co., Ltd. 927,136.22

    927,136.22

    927,136.22

    927,136.22

    Shenzhen City Shenfang

    Construction and Decoration

    Materials Ltd. 8,327,180.71

    8,327,180.71

    8,327,180.71

    8,327,180.71

    Shenzhen City Wing Wah

    Engineering Ltd. 1,187,723.46

    --

    1,187,723.46

    --

    Xi’an Fresh Peak property

    management& Trading Co.,Ltd 8,419,205.19 -- 8,419,205.19 --

    Account

    receivable

    Shenzhen Fresh Peak property

    consultant Co.,Ltd 4,271,702.41 -- 4,272,678.17 --

    Other payables Shenzhen Tefa Real Estate 598,012.16 -- 598,012.16 --SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP)

    CO.,LT For the period ended 30 June 2009

    83

    30 June 2009 31 December 2008

    Name of related parties

    Amount

    Provision for

    bad debts

    Amount

    Provision for

    bad debts

    Consolidated Service Co., Ltd.

    Shenzhen Shen Fang Industrial

    Development Co., Ltd 1,534,854.91 -- 1,534,854.91 --

    Shenzhen ZhongGang Haiyan

    Enterprise Ltd. 135,853.52 -- 135,853.52 --

    Shenzhen Dongfang New world

    store Co.,Ltd 902,974.64 -- 902,974.64 --

    Shenzhen Xin Dongfang Store

    Ltd. 1,394,704.21 -- 1,394,704.21 --

    Guangdong Province Fengkai

    Lain Feng Cement

    Manufacturing

    Co., Ltd. 1,870,577.00

    --

    1,880,577.00

    --

    Shenzhen Shatoujiao Nantian

    Store 1,200,000.00 -- 1,200,000.00 --

    Shenzhen Cyber Port Co., Ltd

    7,291,815.61 -- 6,026,357.00 --

    NOTE 10、Exchange of non-monetary assets

    No disclosures for exchange of non-monetary assets

    NOTE 11、Share-based payment

    No Share-based payment contracts.

    NOTE 12、Debt restructurings

    No debt restructurings disclosures this year.

    NOTE 13、Contingencies

    1、 Significant litigation

    (1)Guoxing Building Lawsuit

    On March 21 1997, the company executed an agreement with Baoxin real Estate Development

    (Shenzhen) Company limited ( called Baoxin below) to sell its share of 68% interest in Guoxin

    Building at a consideration of RMB145,000,000.In addition, The company had outstanding accountsSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP)

    CO.,LT For the period ended 30 June 2009

    84

    of the project 15,000,000 yuan will be paid by Baoxin Company. After Baoxing company paid

    45,000,000 yuan, 100,000,000 yuan owed money and the transfer of the rights and interests of

    15,000,000 yuan project is not paid to the Company. So the company instituted legal proceedings.

    After the trial of the Guangdong High People’s Court on September 28 2002, Baoxin should pay the

    outstanding purchase consideration of RMB 98,948,060 yuan and the interests to the company. Upon

    a second sue of the case in 2003, the outcome remained unchanged and in the favor of the company.

    The company has made an agreement with BaoXin on Feb 22 2008. According to the agreement, the

    company gave up the rights of disposal and arrangement of BaoXin Building in LongGang District

    on the condition of BaoXin has to make a payment RMB 15,000,000.00 to the company. Up to June

    30, 2009, the Company has received RMB 2,500,000 in cash. The Mogartge property has not been

    transferred ownership.

    Till June 30, 2009, the amount of RMB 66,201,645.33 has been called back on the case with the

    execution.

    (2)Xi’an project Lawsuit

    A subsidiary, Fresh Peak Holding limited company (called Fresh Peak below),entered into a joint

    venture agreement with a third party to establish a contractual joint venture, Xi’an Fresh Peak Estate

    Commercial limited company (called Xi’an Fresh Peak Estate below) in Xi’an. Its principal activities

    are the developing and managing of commercial buildings in Xi’an. Pursuant to the aforesaid

    agreement. Fresh Peak Hong Kong Limited invested a cashflow as accounted for 84% of the shares,

    Shangmao Wei Xian Xian-commerce enterprises directly under the building to the right to use landSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP)

    CO.,LT For the period ended 30 June 2009

    85

    investment accounted for 16% of the shares. Its main object is to developing Xi’an commerce

    building. The project was launched on November 28, 1995. Due to the major differences in their

    co-operation in the area of running business, As the co-operation projects between the two sides in

    principle on the major differences, the project forced the lay-off during 2006. In following 1997 Xi’an

    Government compulsively withdraw the Xi'an Fresh Peak investment project and the Civic

    Commercial and Business Committee redirect this mentioned company to its subsidiary ---Xi'an

    Tourism Trade Co., Ltd. (hereinafter referred to as the "Business Tourism Company"). In addition,

    the two parties have insulted an lawsuit of compensation. 1, one month after the decision entering

    into force, Business Tourism Company has to reimburse Xi'an Fresh Peak RMB36, 620,000 yuan and

    interest as a compensation. Overdue payment or lie over, the obligor party is liable to pay double. The

    Commercial and Business Committee is jointly and severally liable with the mentioned debts.

    While the case up to June 30, 2009, the company has been paid RMB 11,500,000.00 with a balance of

    RMB 21,540,000 of the non-authority credit cost and its interest non-refund. The case is proceeding

    and has no actual progress currently.

    Up to June 30, 2009, the written value of long-term investment to Xi’an Fresh Peak Company is RMB

    32,840,729.61(RMB20, 673,831.77 of the impairment provision), and its credit right to claim is RMB8,

    419,205.19.

    (3)Luofushan project Lawsuit

    The early years of the Company and Luofu Mountain Corporation Joint Ventures Luofu Mountain

    tourism project, due to Luofu Mountain Corporation did not perform the contract, the Company

    access to the courts. The final judgment on December 21, 2007 on January 6, 2008 supported: 1.

    Luofushan Tourism Co., Ltd. should pay off RMB9.6 million yuan to the real estate company ofSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP)

    CO.,LT For the period ended 30 June 2009

    86

    Shenzhen within ten days since the effective day of this judgment; 2. Luofushan Tourism Co., Ltd.

    should pay off the interests of RMB9.6 million yuan produced in the actual occupied period

    according to the interest rate of loan of the People’s Bank of China in the same period within ten

    days since the effective day of this judgment, among which, the interest of 4.4 million yuan shall be

    calculated from May 1, 1986 till it is liquidated; and the interest of 4.1 million yuan shall be calculated

    from February 1, 1988 till it is liquidated; and the rest interest of 1.1 million yuan shall be calculated

    from June 15, 1989 till it is liquidated; RMB8.58 million yuan of paid interest shall be deducted from

    the sum; 3. Luofushan Administration Committee shall undertake one third of the debts which

    Luofushan Tourism is unable to pay; 4. Provided that Luofushan Tourism Co. Ltd. and Luofushan

    Administration Committee fail to fulfill their obligations within the designated period of this

    judgment, the interest of debts within the delayed period will be doubled; 5. Luofushan Tourism Co.,

    Ltd. undertakes all the litigation fees (RMB167,714 yuan) of the first instance and the second instance,

    and pays them to our company during the duration of payment.

    As of June 30, 2009, company Luo Fu Shan Tourism Corporation's debt balance of book value

    9,600,000.00 yuan, Provision for bad debts has been prepared to 4,800,000.00 million.

    (4)Xianluo Yanwo Restaurant Lawsuit

    March 26, 2003, Shenzhen Xianluo Yanwo Restaurant and the Company entered into rental contracts,

    rental of premises of the Company to operate restaurants Xianluo Yanwo Restaurant. Because of the

    mismanagement, the restaurant was close downed on January 2006. May 2006, Shenzhen Xianluo

    Yanwo Restaurant sue the Company not to the obligations of building owners and property managers

    on the grounds to Shenzhen Luohu District People's Court sued the Company for compensation for

    loss of their business and decoration. December 29, 2007 Luohu District, Shenzhen People's Court

    (2006) Shen Luo Court Min No.3 trial of first instance paper of civil judgment No. 808 judged that

    the Company shall pay the loss of 2,926,714.08 yuan for Shenzhen City Siam Bird's Nest restaurantSHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP)

    CO.,LT For the period ended 30 June 2009

    87

    operators and decoration, The Company arrested the above judgment and appealed on February 26,

    2008 to the Shenzhen Intermediate People's Court. As of June 30, 2009, the Shenzhen City

    Intermediate People's Court has not yet made a final judgment on the appeal.

    The Company in accordance with the Shenzhen Luohu District People's Court ruling, after deducted

    the rent and property management fees which owed by Xianluo Yanwo Restaurant , the Company is

    expected that a loss of litigation 2,196,714.08 yuan.

    (5)Shenyang Tongxin Case

    Shenyang Tongxin with Real Estate Development Co., Ltd. (hereinafter referred to as " Shenyang

    Tongxin Company") is a wholly owned subsidiary of the Company in Hong Kong Fresh Peak

    Enterprises Limited (hereinafter referred to as " Fresh Peak Company") established a joint venture in

    Shenyang. The Fresh Peak shares holding ratio of 93.1%. Its main business is to develop a Shenyang

    Fresh Peak Commercial Plaza. Shenyang Tongxin Company was provided security by the Company

    under the 1994 to 2001 in order to borrow between the old to the Bank of China Shenyang Shenhe

    Branch 13,140,000 yuan loans. Shenyang Tongxin Company cannot afford to repay the loan after the

    expiration, Bank of China Shenyang branch suit Shenyang Tongxin Company to the Shenyang

    Municipal Intermediate People's Court. Then with the signed loan agreement, borrowings by the

    Company to 13.5 million yuan in Shenyang Tongxin Company to repay the Bank of China Shenyang

    Shenhe Branch 13.14 million yuan loan and interest. On January 25, 2008, according to the China

    International Economic and Trade Arbitration Commission South China Branch of the ruling,

    Shenyang Tongxin shall make a ruling within thirty days from the date of repayment of money owed

    to the Company 14,422,440.22 yuan and the corresponding interest.

    The deadline is June 30, 2009 ,the case is still ongoing, and the Company has not yet received

    Shenyang Tongxin Company's repayment.

    Matters associated with the case: Shenyang Tongxin Company's 93.1% shares which was held by

    Fresh Peak Company ,was auctioned by Shenzhen Intermediate People's Court on January 22,SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP)

    CO.,LT For the period ended 30 June 2009

    88

    2006.

    2、 Security for debt

    Up to 30 June 2009, balance of guarantees is as follows:

    Currency

    Amount

    (in ten thousand Yuan)

    Internal guarantees in the group RMB 2,528

    Guarantees for outstanding

    mortgage

    RMB 913

    NOTE 14、Commitments

    Till June 30, 2009, the Company still has contract not yet paid( Jian'an contract). As the

    agreement, the investment in capital expenditure total of RMB 2,670 yuan shall be in the

    contract the other party to fulfill the terms of the contract responsibility and obligations to pay

    at the same time.

    Supplementary information:

    1. Non - regular gains and losses

    According to "public offering of securities companies to disclose information interpretative

    bulletin No. 1 - non-recurring gains and losses (2008)", the Company non-recurring gains and

    losses are as follows:

    Item 1.1-30.6

    2009

    1.1-30.6

    2008

    Non-current assets disposed of profit and loss, including the write-off

    part of provision for asset impairment

    -48,232.00 2,572,414.82

    Authority approval or non-formally approved document or incidental

    tax revenue return, relief

    - -

    Gains and losses included in the current period of government

    subsidies, but the company is closely related to normal business, in line

    with national policies and regulations, in accordance with standard fixed

    or quantitative government subsidies except

    - -

    Gains and losses included in current period on non-financial enterprises - -SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP)

    CO.,LT For the period ended 30 June 2009

    89

    Item 1.1-30.6

    2009

    1.1-30.6

    2008

    occupy fees charged by funds

    Enterprises to obtain subsidiaries, joint ventures and joint venture

    investment is less than the cost of investment should be enjoyed by the

    investment unit fair value of identifiable net assets of the revenue

    generated

    - -

    Non-monetary assets to exchange gains and losses - -

    Commissioned the investment or management of assets, profit and loss - -

    Due to force majeure factors, such as natural disasters and the provision

    of the quasi-impairment of assets

    - -

    Debt restructuring, profit and loss - -

    Corporate restructuring costs, such as placement of workers spending,

    such as integration charges

    - -

    Significant loss of fair trading price of the transaction over the fair value

    of part of the profit and loss

    - -

    The same under the control of mergers resulting from the merger a

    subsidiary of the opening day of the current period to the net profit or

    loss

    - -

    Normal business with the company or have a matter arising from

    unrelated to the profit and loss

    -- --

    In addition to normal business with the company effective hedging

    related business, holders of tradable financial assets, transactions and

    financial liabilities arising from changes in fair value gains and losses, as

    well as the disposal of trading of financial assets, trading financial

    liabilities and available-for-sale financial assets investment returns

    achieved

    142,368.98 -299,222.89

    A separate impairment test for impairment of receivables transferred

    back to preparation

    - -

    Commissioned external loans made by the profit and loss - -

    The use of fair value measurement model of follow-up to the fair value

    of real estate investment gains and losses arising from changes

    - -

    According to tax, accounting and other laws and regulations the

    requirements of the current profit and loss for a one-time adjustment of

    the current profit and loss impact

    - -

    Entrusted with the operation of the trustee to obtain fee income - -

    In addition to the above other than the operating income and

    expenditure

    -6,693.95 -250,095.79

    Other non-recurring gains and losses in line with the definition of profit

    and loss items

    - -

    Total 87,443.03 2,023,096.14

    Less: Income tax impact of several -9,639.21 -59,772.47

    Profit and loss impact of the number of minority shareholders - -

    Deducting income tax, minority shareholders after the non-recurring

    profit and loss profit and loss together

    97,082.24 2,082,868.61SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP)

    CO.,LT For the period ended 30 June 2009

    90

    2. Net assets yield and Earnings per share

    Net assets yield (%)

    Earnings per

    share ( yuan/share)

    Items

    Profit during the

    reporting period

    Fully diluted

    Weighted

    average

    basic diluted

    2009

    Net profit parent company

    to common shareholders

    7,725,323.97 0.635 0.637 0.0076 0.0076

    Net profit parent company to

    common shareholders after

    deducting extraordinary gains

    or losses

    7,628,241.73 0.627 0.627 0.0075 0.0075

    2008

    Net profit parent company

    to common shareholders

    13,925,382.42 1.153 1.165 0.0138 0.0138

    Net profit parent company to

    common shareholders after

    deducting extraordinary gains

    or losses

    11,842,513.81 0.981 0.992 0.0117 0.0117

    3. Financial statements difference adjustment according to different accounting standards

    CAS IFRS

    Net profit 7,725,323.97 7,725,323.97

    Net assets 1,216,101,576.35 1,216,101,576.35

    Difference No difference

    These financial statements have been issued in Chinese. This English translation copy is prepared for

    reference only. If there is any conflict of meaning between the Chinese and English versions, the

    Chinese version will prevail.82

    Section VIII Documents Available for Reference

    Ⅰ. Text of the 2009 Semi-Annual Report with the signature of Chairman of the

    Board of Directors;

    Ⅱ. Text of the Financial Report with the signatures and stamps of the person in

    charge of the Company, the person in charge of accounting and the person in charge

    of the accounting agency;

    Ⅲ. Texts of all the public notices disclosed in the report period on the newspapers

    designated by CSRC—Securities Times, Ta Kung Pao;

    Ⅳ. Text of the Articles of Association of the Company.

    Board of Directors

    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.

    15 Aug. 2009