SHENZHEN SPECIAL ECONOMIC ZONE REAL
ESTATE & PROPERTIES (GROUP) CO., LTD.
THE THIRD QUARTERLY REPORT 2009
§1. Important Notice
1.1 The Board of Directors, the Supervisory Committee and the directors, supervisors
and senior management of SHENZHEN Special Economic Zone Real Estate &
Properties (Group) Co., Ltd. (hereinafter referred to as “the Company”) hereby
guarantee that this report does not contain any false information, misleading
statements or material omissions, and accept, individually and collectively, the
responsibility for the factuality, accuracy and completeness of this report.
1.2 All other directors attended in person the board meeting to review this quarterly
report except for the following director.
Name of director Position Reason for not attending the meeting in person Name of proxy
Zong Dechun
Independent
director
Personal affairs Hou Liying
1.3 The Financial Report in this quarterly report has not been audited by a CPA firm.
1.4 Mr. Zhou Jianguo, Person-in-charge of the Company, Mr. Guo Hongzhuang,
Person-in-charge of the accounting work, and Mr. Chen Jincai, Person-in-charge of
the accounting organ hereby confirm the factuality and completeness of the Financial
Report in this quarterly report.
§2 Company Profile
2.1 Main accounting data and financial indicators
Unit: (RMB) Yuan
As at 30 Sept. 2009 As at 31 Dec. 2008 Increase/decrease（％）
Total assets (RMB) 3,417,077,642.44 2,265,656,678.91 50.82%
Owners’ equity attributable to
shareholders of listed company (RMB)
1,219,697,303.75 1,208,288,874.76 0.94%
Share capital (share) 1,011,660,000.00 1,011,660,000.00 0.00%
Net assets per share attributable to
shareholders of listed company
(RMB/share)
1.2056 1.1944 0.94%Jul.-Sept. 2009
Increase/decrease
over same period of
last year (%)
Jan.-Sept. 2009
Increase/d
ecrease
over same
period of
last year
(%)
Total operation income (RMB) 162,976,794.33 10.05% 453,788,395.82 2.38%
Net profit attributable to shareholders of
listed company (RMB)
3,544,156.91 15.35% 11,269,480.88 -33.70%
Net cash flows generated from operating
activities (RMB)
- - -565,752,936.74
Net cash flows per share generated from
operating activities (RMB/share)
- - -0.559 -573.49%
Basic earnings per share (RMB/share) 0.0035 16.67% 0.0111 -33.93%
Diluted earnings per share (RMB/share) 0.0035 16.67% 0.0111 -33.93%
Return on net assets (%) 0.29% 0.04% 0.92% -0.48%
Rate of return on net assets after deducting
extraordinary gains and losses (%)
0.28% 0.00% 0.91% -0.32%
Unit: (RMB) Yuan
Extraordinary gains and losses
Amount from year-begin to the
end of this report period
Notes
Gains and losses from disposal of non-current assets -48,232.00
Gains and losses from changes in fair value of the held tradable
financial assets and liabilities, and investment income from disposal of
tradable financial assets and liabilities and available-for-sale financial
assets, excluding the effective hedging businesses related with the
normal operation of the Company
210,444.67
Other non-business income and expenses besides the above items 41,494.00
Effect on income tax 359.20
Total 204,065.87 -
2.2 Total number of shareholders at period-end and shareholding of top ten
shareholders holding tradable shares
Unit: share
Total number of shareholders at period-end 105,901
Shareholding of top ten shareholders holding tradable shares
Name of shareholder (full name)
Number of tradable shares
held at period-end
Type of shareShenzhen Investment Holdings Co., Ltd. 646,643,562 RMB Ordinary Shares
Wei Xiguang 1,560,677 RMB Ordinary Shares
Shenzhen Xintian Shidai Investment Co., Ltd. 1,450,600 RMB Ordinary Shares
Wu Xiaomei 1,318,400 Domestically listed foreign shares
J.P MORGAN WHITEFRIARS INC. 1,034,300 Domestically listed foreign shares
Ju Xinru 960,000 RMB Ordinary Shares
Luo Genlian 948,600 RMB Ordinary Shares
Guan Jinfeng 921,623 RMB Ordinary Shares
Liu Nan 884,700 RMB Ordinary Shares
Cao Hongtao 861,305 RMB Ordinary Shares
§ 3 Significant Events
3.1 Particulars about major changes of main accounting statement items and financial
indicators, as well as reasons for the changes
√Applicable □Inapplicable
Unit: (RMB) Yuan
Items
As at 30 Sept.
2009
As at 31 Dec. 2008
Increase/
decrease
(%)
Notes
Total assets 3,417,077,642.44 2,265,656,678.91 50.82
The main reason for the increase was the increase of
inventories.
Transactional
financial
assets
73,679.00 189,488.50 -61.12
It decreased mainly because the Company sold some
new shares that it purchased through drawing lots.
Inventories 2,077,168,694.76 945,592,254.25 119.67
It increased mainly because the Company succeeded in
its bid (RMB 1.2 billion) for the use right of two pieces
of land in the Bright&New District.
Total
liabilities
2,208,570,664.58 1,068,529,304.55 106.69
It was mainly due to the increase of long-term and
short-term borrowings, as well as the accounts payable.
Long-term
borrowings
608,271,155.84 330,343,020.83 84.13
The subsidiary Shantou Hualin Real Estate
Development Co., Ltd. got a new long-term borrowing
of RMB 300 million.
Short-term
borrowings
400,000,000.00 59,200,000.00 575.68
The Company received a short-term loan of RMB 400
million from the controlling shareholder.
Accounts
payable
755,584,771.20 230,446,779.80 227.88
The increase was due to the second-phase payment of
RMB 600 million payable for acquiring the use right of
lands in the Bright&New District.Taxes and
fares payable
-6,966,644.91 2,251,929.90 -409.36
The land value increment tax and other taxes have been
prepaid.
Interest
payable
12,501,688.17 7,888,053.54 58.49
It increased mainly because the Company withheld loan
interest.
3.2 Progress and influence of significant events, as well as the analysis on solutions
□Applicable √Inapplicable
3.3 Fulfillment of commitments made by the Company, shareholders and the actual
controller
□Applicable √Inapplicable
3.4 Warnings of possible losses or major changes of the accumulative net profit
achieved during the period from year-begin to the end of the next report period
compared with the same period of last year, as well as explanation on reasons
□Applicable √Inapplicable
3.5 Other significant events that need to be explained
None
3.5.1 Researches, interviews and visits received in report period
Date Place Way of reception Visitor
Main discussion and materials provided by
the Company
22 Jul. 2009 Company office By telephone Individual investor
The investor inquired about the
development projects of the
Company, which was verbal
communication and no written
materials were provided.
10 Aug. 2009 Company office By telephone Individual investor
The investor inquired about the
operation of the Company, which was
verbal communication and no written
materials were provided.
3 Sept. 2009 Company office By telephone Individual investor
The investor inquired about the
Company’s bids to buy lands, which
was verbal communication and no
written materials were provided.
15 Sept. 2009 Company office By telephone Individual investor
The investor inquired about the
development projects of the
Company, which was verbal
communication and no writtenmaterials were provided.
3.6 Derivatives investment
□Applicable √Inapplicable
3.6.1 Positions of derivatives held by the Company at period-end
□Applicable √Inapplicable
§ 4 Attachments
4.1 Balance sheet
Prepared by: SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd
As at 30 Sept. 2009 Unit: (RMB) Yuan
Balance at period-end Balance at year-begin
Items
Consolidation Parent company Consolidation Parent company
CURRENT ASSETS:
Monetary capital 373,565,794.19 42,724,575.21 328,413,393.57 188,891,010.32
Settlement funds
Lendings to banks and other
financial institutions
Transactional financial assets 73,679.00 73,679.00 189,488.50 189,488.50
Notes receivable
Accounts receivable 14,770,531.54 6,827,853.98 14,937,238.37 7,598,911.50
Prepayments 20,562,039.38 227,322.36 24,332,129.12 478,423.65
Premium receivables
Receivables from reinsurance
Reinsurance contract reserve
receivables
Interest receivables
Dividend receivables
Other receivables 47,063,471.80 575,603,727.71 44,004,157.29 607,212,015.51
Financial assets purchased
under agreements to resell
Inventories 2,077,168,694.76 1,370,861,283.57 945,592,254.25 181,274,439.65
Non-current assets due within 1
year
Other current assetsTOTAL CURRENT ASSETS 2,533,204,210.67 1,996,318,441.83 1,357,468,661.10 985,644,289.13
NON-CURRENT ASSETS:
Loans and advances
Available-for-sale financial
assets
Investments held to maturity
Long-term receivables
Long-term equity investments 92,830,359.32 302,909,360.35 92,830,359.32 302,909,360.35
Investment properties 698,761,785.67 623,049,176.04 719,025,078.32 641,638,730.03
Fixed assets 67,133,639.96 40,002,302.41 70,894,484.45 41,729,025.52
Construction in progress
Construction materials
Disposal of fixed assets
Production biological assets
Oil-gas assets
Intangible assets 6,262,145.00 6,430,760.00
Development expenditures
goodwill
Long-term deferred expenses 405,513.00 527,346.90
Deferred tax assets 18,479,988.82 4,235,725.42 18,479,988.82 4,235,725.42
Other non-current assets
TOTAL NON-CURRENT
ASSETS
883,873,431.77 970,196,564.22 908,188,017.81 990,512,841.32
TOTAL ASSETS 3,417,077,642.44 2,966,515,006.05 2,265,656,678.91 1,976,157,130.45
CURRENT LIABILITIES:
Short-term borrowings 400,000,000.00 400,000,000.00 59,200,000.00 59,200,000.00
Borrowings from central bank
Deposits received and held for
others
Borrowings from banks and
other financial institutions
Held-for-trading financial
liabilities
Notes payable
Accounts payable 755,584,771.20 623,806,823.23 230,446,779.80 32,708,884.80Advances from customers 136,052,797.11 4,493,967.59 130,134,521.89 5,211,019.92
Financial assets sold under
agreements to repurchase
Fees and commissions payables
Payroll payables 21,107,136.57 10,042,429.07 25,202,232.34 10,720,641.23
Taxes payable -6,966,644.91 2,662,357.34 2,251,929.90 4,250,387.71
Interest payables 12,501,688.17 12,501,688.17 7,888,053.54 7,888,053.54
Dividend payables
Other payables 261,221,564.32 384,744,341.04 262,914,117.22 355,621,239.01
Accounts due to reinsurance
Insurance contract reserves
Receiving from vicariously
traded securities
Receiving from vicariously
sold securities
Non-current liabilities due
within 1 year
10,461,764.71 10,461,764.71 10,461,764.71 10,461,764.71
Other current liabilities
TOTAL CURRENT
LIABILITIES
1,589,963,077.17 1,448,713,371.15 728,499,399.40 486,061,990.92
NON-CURRENT
LIABILITIES
Long-term borrowings 608,271,155.84 284,171,155.84 330,343,020.83 243,543,020.83
Bonds payable
Long-term payables 8,139,717.49 7,490,170.24
Special payables
Estimated liabilities 2,196,714.08 2,196,714.08 2,196,714.08 2,196,714.08
Deferred tax liabilities
Other non-current liabilities
TOTAL NON-CURRENT
LIABILITIES
618,607,587.41 286,367,869.92 340,029,905.15 245,739,734.91
TOTAL LIABILITIES 2,208,570,664.58 1,735,081,241.07 1,068,529,304.55 731,801,725.83
OWNERS’ EQUITY (OR
SHAREHOLDERS’ EQUITY)
Paid-in capital (or share capital) 1,011,660,000.00 1,011,660,000.00 1,011,660,000.00 1,011,660,000.00
Capital surplus 978,244,858.10 978,244,858.10 978,244,858.10 978,244,858.10Less: treasury stock
Specific reserves
Surplus reserves 118,910,686.94 113,936,295.79
General risk provision
Retained earnings -785,331,290.45 -758,471,093.12 -915,511,458.27 -859,485,749.27
Foreign exchange difference 15,123,736.10 14,984,787.99
Total owners’ equity
attributable to holding company
1,219,697,303.75 1,231,433,764.98 1,208,288,874.76 1,244,355,404.62
Minority interest -11,190,325.89 -11,161,500.40
TOTAL OWNERS’ EQUITY 1,208,506,977.86 1,231,433,764.98 1,197,127,374.36 1,244,355,404.62
TOTAL LIABILITIES &
OWNERS’ EQUITY
3,417,077,642.44 2,966,515,006.05 2,265,656,678.91 1,976,157,130.45
4.2 Income Statement as of this report period
Prepared by: SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd
Jul.-Sept. 2009 Unit: (RMB) Yuan
This report period Same period of last year
Items
Consolidation Parent company Consolidation Parent company
1. Total operation revenue 162,976,794.33 25,134,528.39 148,091,109.22 14,076,121.67
Including: sales revenue 162,976,794.33 25,134,528.39 148,091,109.22 14,076,121.67
Interest income
Premium income
Fee and commission
income
2. Total operation cost 157,549,746.90 31,988,200.30 140,359,904.89 21,215,374.77
Including: cost of sales 124,533,653.90 17,476,721.60 105,460,308.44 7,864,638.13
Interest expenses
Service charges and
commission expenses
Payments on surrenders
Claim expenses-net
Provision for insurance
contract reserve-net
Policyholder dividends
Reinsurance expenses
Business taxes and 11,983,042.32 3,524,990.34 13,680,633.67 3,182,041.61surcharges
Selling expenses 1,132,805.14 353,263.06 2,903,410.23 794,404.37
Administrative expenses 13,556,886.52 6,206,981.10 16,382,233.42 7,419,824.46
Financial expenses 6,343,359.02 4,426,244.20 1,933,319.13 1,954,466.20
Impairment loss
Add: gain/loss from changes in
fair value (“-” for loss)
-37,320.90 -37,320.90 -107,467.50 -107,467.50
Gain/loss from investment
(“-” for loss)
105,396.59 105,396.59 42,645.78 42,645.78
Including: investment
gain from associates and joint
ventures
Gain/loss from foreign
exchange difference (“-” for
loss)
3. Operation profit (“-” for
loss)
5,495,123.12 -6,785,596.22 7,666,382.61 -7,204,074.82
Add: non-operating incomes 85,842.71 71,597.38 36,400.40 400.00
Less: non-operating expenses 24,178.76 19,000.20 362,401.46 304,805.27
Including: loss from disposal
of non-current assets
4. Total profit (“-” for total
loss)
5,556,787.07 -6,732,999.04 7,340,381.55 -7,508,480.09
Less: income tax expenses 2,015,810.32 4,258,302.81
5. Net profit (“-” for total loss) 3,540,976.75 -6,732,999.04 3,082,078.74 -7,508,480.09
Attributable to owners of
parent company
3,544,156.91 -6,732,999.04 3,072,463.17 -7,508,480.09
Minority interest -3,180.16 9,615.57
6. Earnings per share
(1) Basic EPS 0.0035 0.003
(2) Diluted EPS 0.0035 0.003
7. Other composite income 0.00 0.00 0.00 0.00
8. Total composite income 3,540,976.75 -6,732,999.04 3,082,078.74 -7,508,480.09
Attributable to owners of
parent company
3,544,156.91 -6,732,999.04 3,072,463.17 -7,508,480.09
Attributable to minority
shareholders
-3,180.16 9,615.574.3 Income statement as of the period from year-begin to the end of report period
Prepared by: SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd
Jan.-Sept. 2009 Unit: (RMB) Yuan
This period Last period
Items
Consolidation Parent company Consolidation Parent company
1. Total operation revenue 453,788,395.82 81,089,507.31 443,258,641.73 50,671,224.26
Including: sales revenue 453,788,395.82 81,089,507.31 443,258,641.73 50,671,224.26
Interests income
Premium income
Fee and commission
income
2. Total operation cost 444,165,289.78 94,251,808.24 417,834,294.48 86,705,482.45
Including: cost of sales 343,034,458.71 49,056,721.96 296,604,401.79 23,408,092.66
Interests expenses
Service charges and
commission expenses
Payments on surrenders
Claim expenses-net
Provision for insurance
contract reserve-net
Policyholder dividends
Reinsurance expenses
Business taxes and
surcharges
36,768,652.67 12,755,582.07 45,502,651.21 9,477,353.75
Selling expenses 5,021,276.68 1,271,160.14 6,129,235.86 1,626,846.93
Administrative expenses 43,215,455.63 19,211,313.77 52,867,310.32 25,168,307.82
Financial expenses 16,125,446.09 11,957,030.30 16,730,695.30 27,024,881.29
Impairment loss
Add: gain/loss from changes in
fair value (“-” for loss)
96,515.50 96,515.50 -410,024.50 -410,024.50
Gain/loss from investment
(“-” for loss)
7,797,741.73 113,929.17 5,229,095.70 45,041.36
Including: investment
gain from associates and joint
ventures
7,683,812.56 5,186,449.92Gain/loss from foreign
exchange difference (“-” for
loss)
3. Operation profit (“-” for
loss)
17,517,363.27 -12,951,856.26 30,243,418.45 -36,399,241.33
Add: non-operating incomes 116,767.80 71,597.38 2,680,368.28 400.00
Less: non-operating expenses 110,029.80 20,319.04 684,050.31 304,805.27
Including: loss from disposal
of non-current assets
48,532.00 66,000.00
4. Total profit (“-” for total
loss)
17,524,101.27 -12,900,577.92 32,239,736.42 -36,703,646.60
Less: income tax expenses 6,283,445.88 21,061.72 15,327,225.04 38,525.23
5. Net profit (“-” for total loss) 11,240,655.39 -12,921,639.64 16,912,511.38 -36,742,171.83
Attributable to owners of
parent company
11,269,480.88 -12,921,639.64 16,997,845.59 -36,742,171.83
Minority interest -28,825.49 -85,334.21
6. Earnings per share
(1) Basic EPS 0.0111 0.0168
(2) Diluted EPS 0.0111 0.0168
7. Other composite income 0.00 0.00 0.00 0.00
8. Total composite income 11,240,655.39 -12,921,639.64 16,912,511.38 -36,742,171.83
Attributable to owners of
parent company
11,269,480.88 -12,921,639.64 16,997,845.59 -36,742,171.83
Attributable to minority
shareholders
-28,825.49 -85,334.21
4.4 Cash flow statement as of the period from year-begin to the end of report
period
Prepared by: SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd
Jan.-Sept. 2009 Unit: (RMB) Yuan
This period Last period
Items
Consolidation Parent company Consolidation Parent company
1. Cash flows from operating
activities
Cash received from sales of
goods or rending of services
446,290,801.67 80,082,392.42 404,215,543.20 71,526,998.71
Net increase of depositsreceived from and held for
customers
Net increase of borrowings
from central bank
Net increase of inter-bank
loans from other financial
institutions
Cash received against
original insurance contract
Net Cash received from
reinsurance
Net increase of client
deposits and investments
Net increase in disposal of
held-for-trading financial assets
Interests, handling charges
and commission received
Net increase of inter-bank
funds received
Net increase of cash received
under repurchasing
Tax and fare refunded
Other cash received from
operating activities
64,759,641.88 150,688,813.42 105,452,096.18 43,409,868.24
Sub-total of cash inflow
from operating activities
511,050,443.55 230,771,205.84 509,667,639.38 114,936,866.95
Cash paid for goods and
services
857,994,695.15 612,564,250.28 346,326,099.64 14,075,674.24
Net increase of loans and
advances
Net increase of deposits in
central bank, banks and other
financial institutions
Cash paid for original
contract claim
Cash paid for interests, fees
and commissions
Cash paid for policy
dividendsCash paid to and for
employees
53,348,347.33 13,949,022.96 61,994,585.60 26,433,427.22
Taxes and fares paid 56,937,589.03 15,205,421.44 52,436,848.26 17,266,298.35
Other cash paid relating to
operating activities
108,522,748.78 104,641,656.41 132,731,042.39 60,193,299.99
Sub-total of cash
outflows from operating
activities
1,076,803,380.29 746,360,351.09 593,488,575.89 117,968,699.80
Net cash flow from
operating activities
-565,752,936.74 -515,589,145.25 -83,820,936.51 -3,031,832.85
2. Cash flows from investing
activities
Cash received from return of
investments
212,325.00 212,325.00
Cash received from
investment income
7,797,741.73 113,929.17 5,225,761.59 45,041.36
Net cash received from
disposal of fixed assets, intangible
assets and other long-term assets
2,953,238.70
Net cash received from
disposal of subsidiaries and other
operating units
Other cash received relating
to investing activities
75,695.00 75,695.00
Sub-total of cash inflows
of investing activities
8,010,066.73 326,254.17 8,254,695.29 120,736.36
Cash paid for acquiring fixed
assets, intangible assets and other
long-term assets
455,882.43 138,902.54 1,329,009.00 152,029.00
Cash paid for acquiring
investments
Net increase of pledge loans
Net cash paid for acquisition
of subsidiaries and other operating
units
Other cash paid relating to
investing activities
76,125.00 76,125.00
Sub-total of cash
outflows of investing activities
455,882.43 138,902.54 1,405,134.00 228,154.00Net cash flow from
investing activities
7,554,184.30 187,351.63 6,849,561.29 -107,417.64
3. Cash flows of financing
activities
Cash received from
absorbing investments
Including: Cash received
from minority shareholders of
subsidiaries
Cash received from
borrowings
750,000,000.00 450,000,000.00 70,030,000.00 70,000,000.00
Cash received from bonds
issuing
Other cash received relating
to financing activities
Sub-total of cash inflows
of financing activities
750,000,000.00 450,000,000.00 70,030,000.00 70,000,000.00
Cash paid for settling debts 131,271,864.99 68,571,864.99 61,264,526.40 61,264,526.40
Cash paid for distribution of
dividends or profits or
reimbursing interest
15,534,261.04 12,192,471.04 21,791,292.84 17,982,123.77
Including: dividends or
profits paid to minority
shareholders by subsidiaries
Other cash paid relating to
financing activities
Sub-total of cash
outflows of financing activities
146,806,126.03 80,764,336.03 83,055,819.24 79,246,650.17
Net cash flows of
financing activities
603,193,873.97 369,235,663.97 -13,025,819.24 -9,246,650.17
4. Effect of foreign exchange
rate changes
157,279.09 -305.46 -1,011,581.26 -120,295.60
5. Net increase of cash and cash
equivalents
45,152,400.62 -146,166,435.11 -91,008,775.72 -12,506,196.26
Add: cash and cash
equivalents at the beginning of
this period
328,413,393.57 188,891,010.32 451,915,145.77 219,453,189.28
6. Cash and cash equivalents at
period-end
373,565,794.19 42,724,575.21 360,906,370.05 206,946,993.024.5 Auditor’s report
Audit opinion: Unaudited.
