The First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
1
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &
PROPERTIES (GROUP) CO., LTD.
The First Quarterly Report 2010
§1 Important Notes
1.1 The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior
executives of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
(hereinafter referred to as “the Company”) individually and jointly accepted responsibility for
the correctness, accuracy and completeness of the contents of this report and confirmed that
there was no false information, misleading statement or material omissions.
1.2 The first quarterly financial report has not been audited by Accounting Firm.
1.3 Chairman of the Board Mr. Zhou Jianguo, Chief Financial Officer Mr. Chen Maozheng and
Financial Manager Chen Jincai hereby confirmed that the Financial Report enclosed in the
quarterly report is true and complete.
[The Annual Report is written in both English and Chinese. In case of any discrepancy between the
two versions, Chinese version prevails.]
§2 Company Profile
2.1 Main accounting data and financial indices
Unit: RMB Yuan
At the end of the
reporting period At the end of last year Increase/decrease
(%)
Total assets (RMB Yuan) 3,350,733,971.09 3,361,110,324.04 -0.31%
Owner’s equity attributable to
shareholders of listed company (RMB
Yuan)
1,234,125,281.75 1,228,651,614.41 0.45%
Share capital (Share) 1,011,660,000.00 1,011,660,000.00
Net asset per share attributable to
shareholders of listed company (RMB
Yuan)
1.2199 1.2145 0.44%
Reporting period Same period of last year Increase/decrease
(%)
Sales turnover (RMB Yuan) 120,541,447.09 143,070,019.93 -15.75%
Net profit attributable to shareholders of
listed company (RMB Yuan) 5,458,560.74 851,717.83 540.89%
Net cash flow arising from operating
activities (RMB Yuan) -69,895,651.39 -29,201,597.35 -139.36%
Net cash flow per share arising from
operating activities (RMB Yuan/share) -0.069 -0.029 -139.36%
Basic earnings per share (RMB
Yuan/share) 0.0054 0.0008 575.00%
Diluted earnings per share (RMB 0.0054 0.0008 575.00%The First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
2
Yuan/share)
Weighted average return on equity (%) 0.44% 0.07% 0.37%
Weighted average return on equity after
deducting extraordinary gains and losses
(%)
-0.35% 0.07% -0.42%
Items of extraordinary gains and losses Amount from 1 Jan. to 31 Mar. 2010
Gains on disposal of non-current assets 9,636,607.65
Gain/loss from change of fair value of transactional financial asset
and liabilities, and investment gains from disposal of transactional
financial assets and liabilities and financial assets available for sale,
other than effective hedging business related to the Company’s
common businesses
13,381.00
Other non-operating income and expense other than
abovementioned 28,229.17
Influence of income tax 12,135.00
Total 9,690,352.82
Explanation on important items of extraordinary gains and losses:
Naught
2.2 Statement on total number of shareholders and shares held by the top ten shareholders not
subject to trading moratorium
Unit: share
Total number of shareholders 103,794
Shares held by the top ten shareholders not subject to trading moratorium
Full name of shareholders Shares not subject to trading moratorium
held at the period-end Type of share
Shenzhen Investment Holdings Co., Ltd. 642,884,262 RMB common shares
China Power Investment Finance Co., Ltd. 2,602,101 RMB common shares
GUAN JIN FENG 1,092,220 RMB common shares
JU XIN RU 960,000 RMB common shares
Industrial and Commercial Bank of China－GF
China Securities 500 Index Fund (LOF) 940,580 RMB common shares
LIU NAN 884,700 RMB common shares
CAO HONG TAO 861,305 RMB common shares
MA NIAN LI 850,000 RMB common shares
ZHANG RUI 730,700 RMB common shares
LUO GEN LIAN 728,600 RMB common shares
§3 Significant Events
3.1 Significant changes in major accounting data, financial highlights and reasons for these changes.
√Applicable □Non-applicable
1. Financial expense was RMB 16.75 million, an increase of RMB 12.92 million over the same
period of last year, up by 337.34%, which was caused by the increase of bank loan and of accrued
interest of the residual land value payable for Guangming New District Project in the reportingThe First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
3
period.
2. Investment income was RMB 22.23 million, an increase of RMB 22.22 million over the same
period of last year, which was because the Company, in the reporting period, transferred 50%
property rights of Shenzhen Shatoujiao Nantian Shopping Center, obtaining income of RMB 9.64
million; and dividend received from affiliated enterprises and jointly-run enterprises totaling to RMB
12.58 million.
3. Short-term borrowing was RMB 1 million, a decrease of RMB 99 million, which was because the
Company paid off the loan of RMB 100 million to Shenzhen Investment Holdings Co., Ltd.
4. Advance from customers was RMB 329.44 million, an increase of RMB 172.32 million, up by
109.67%, which was mainly due to payment of flats on sale received in advance.
5. Net cash flow arising from operating activities was RMB -69.9 million, a decrease of RMB 40.70
million over the same period of last year, down by 139.36%, which was because the Company paid
the land value for Guangming New District Project amounting to RMB 200 million in the first
quarter of 2010.
3.2 Process of significant events and influence, as well as analysis and explanation on resolving
proposal
□Applicable √Inapplicable
3.3 Special commitments made by the company, shareholders and actual controllers
√Applicable □Inapplicable
Commitments Covenanter Description Execution
Share Reform
Commitment
Shenzhen Investment
Holdings Co., Ltd.
1. Investment Holdings shall abide by the relevant laws,
regulations and rules, and fulfill the legal obligation; 2.
Investment Holdings hereby declares that: The promisor
shall faithfully fulfill its commitments and shoulder
corresponding responsibilities; Unless the transferee
agrees to and is able to fulfill the commitments, the
promisor shall not transfer the shares held. 3. Investment
Holdings hereby declares that: Should the promisor fail to
fulfill its commitments prescribed in the relevant
documents, it shall compensate the other shareholders for
their losses caused thereupon.
Executed
Commitment on trading
moratorium of shares
Shenzhen Investment
Holdings Co., Ltd.
The shares shall not be listed or transferred within 12
months from the date when the reform plan is
implemented; When the aforesaid provision reaches its
mature term, the originally non-tradable shares may be
listed for trading at securities exchanges, with the
proportion of the sold amount in the Company’s total
shares not exceeding 5% within 12 months, as well as not
exceeding 10% within 24 months.
Executed
Commitments made in
acquisition report or report
on changes in equity
N/A N/A N/A
Commitments made in of
significant assets
restructuring
Shenzhen Municipal
SASAC
On 30 Oct. 2009, Shenzhen Municipal SASA sent a letter
to Shenzhen Investment Holdings Co., Ltd. and made the
commitment that it shall not conduct equity transfer
through agreement, assets restructuring and other matters
with significant influence on SPG (excluding shareholding
reduction in the secondary market) within two years,
namely this year and next year.
Under implementation
Commitments made upon
issuance of shares N/A N/A N/A
Other commitments N/A N/A N/AThe First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
4
(including additional
commitments)
3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the
period from the beginning of the year to the end of the next report period compared with the same
period of the last year according to prediction, as well as explanations on the reasons
□Applicable √Inapplicable
3.5 Other significant events need to be explained
3.5.1 Securities investment
√Applicable □Inapplicable
Unit: RMB Yuan
No. Stock
variety Stock code Short form of
Stock
Initial
investment
(RMB)
Shares held at
the
period-end
(share)
Book value at
period-end
Proportion of
total
securities
investment at
period-end
(%)
Profits and losses
in reporting
period (RMB)
1 Tradable
A share 601857 PETROCHINA 50,100.00 3,000.00 38,520.00 27.69% -11,580.00
2 Tradable
A share 601158 CHONGQING
WATER 20,940.00 3,000.00 34,590.00 24.87% 13,650.00
3 Tradable
A share 002383
UNISTRONG SC
IENCE &TECH
NOLOGY
18,500.00 500.00 18,500.00 13.30% 0.00
4 Tradable
A share 601898
CHINA COAL
ENERGY
16,830.00 1,000.00 11,670.00 8.39% -5,160.00
5 Tradable
A share 002137 SHIYIDA 5,150.00 975.00 11,037.00 7.94% 5,887.00
6 Tradable
A share 601866 CHINA
SHIPPING 13,240.00 2,000.00 9,420.00 6.77% -3,820.00
7 Tradable
A share 002129 ZHONGHUAN 2,905.00 625.00 7,768.75 5.59% 4,863.75
8 Tradable
A share 002144 HONGDA
WARP 2,715.00 500.00 7,585.00 5.45% 4,870.00
Other securities investment at the end of period 0.00 - 0.00 0.00% 0.00
Investment gains/(losses) arising from sale of
securities - - - - 0.00
Total 130,380.00 - 139,090.75 100% 8,710.75
Explanation on securities investment
The shares held by the Company are arising from are those shares that the Company subscribed and
won the lot for IPO.
3.5.2 Reception of research, interviews and visits in the reporting period
Reception time Reception place Reception way Reception object Major discussion content and the information
provided by the Company
14 Jan. 2010 Office Communication by
Telephone Individual investor
Asked about the relevant situation of project
development of the Company, without
providing written informationThe First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
5
12 Mar. 2010 Office Communication by
Telephone Individual investor
Asked about the Company’s status and situation
of real estate market of Shenzhen, without
providing written information
22 Mar. 2010 Office Communication by
Telephone Individual investor Asked about relevant information of the annual
report, without providing written information
30 Mar. 2010 Office Communication by
Telephone Individual investor Asked about relevant information of the annual
report, without providing written information
3.5.3 Explanation on other significant events
□Applicable √Inapplicable
3.6 Derivative Investment
□Applicable √Inapplicable
3.6.1 Derivatives held as at the end of the report period
□Applicable √Inapplicable
§4 Attachment
4.1 Balance sheet
Prepared by SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
31 Mar. 2010 Unit: RMB Yuan
Closing Amount Opening amount
Items Consolidation Parent Company Consolidation Parent Company
Current assets:
Monetary funds 312,846,053.08 78,633,223.63 386,102,533.51 73,508,120.37
Settlement fund reserve
Dismantle fund
Transaction financial asset 139,090.75 139,090.75 86,269.75 86,269.75
Notes receivable
Account receivable 15,306,203.04 7,069,671.97 14,732,395.84 6,109,646.72
Account paid in advance 17,613,051.20 18,020,338.85
Premium receivables
Receivables from reinsurers
Reinsurance contract reserve
receivables
Interest receivable
Dividend receivable
Other account receivable 49,870,720.51 373,133,383.13 49,298,258.09 469,851,675.39
Financial assets purchased
under agreements to resell
Inventories 2,210,994,371.60 1,463,388,009.81 2,088,298,946.63 1,414,914,758.68
Non-current assets due within 1
year
Other current assets
Total current assets 2,606,769,490.18 1,922,363,379.29 2,556,538,742.67 1,964,470,470.91
Non-current assets:
Loans and advance
Available for sale financial assets
Held to maturity investments
Long-term account receivableThe First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
6
Long-term equity investment 108,859,053.80 299,558,529.15 111,305,288.02 302,004,763.37
Investment real estate 547,417,967.90 478,495,840.83 604,153,453.42 534,718,105.50
Fixed asset 64,956,453.40 38,833,680.60 66,283,427.82 39,439,456.90
Construction in progress
Engineering material
Fixed asset disposal
Bearer biological asset
Oil and gas assets
Intangible assets 6,190,485.00 6,232,380.00
Development expense
Goodwill
Long-term expense to be
apportioned 308,390.40 364,901.70
Deferred income tax assets 16,232,130.41 95,455.46 16,232,130.41 95,455.46
Other non-current assets
Total of non-current assets 743,964,480.91 816,983,506.04 804,571,581.37 876,257,781.23
Total assets 3,350,733,971.09 2,739,346,885.33 3,361,110,324.04 2,840,728,252.14
Current liabilities:
Short-term borrowings 1,000,000.00 100,000,000.00 100,000,000.00
Borrowings from Central Bank
Deposits and due to banks and
other financial institutions
Borrowings from banks and
other financial institutions
Transactional financial
liabilities
Notes payable
Accounts payable 554,109,678.49 420,748,074.83 730,944,352.56 621,374,407.44
Accounts received in advance 329,441,794.19 137,871,680.67 157,116,052.15 10,696,023.60
Financial assets sold under
agreements to repurchase
Handling charges and
commissions payable
Employee’s compensation
payable 20,816,155.23 9,107,142.96 24,499,493.75 9,066,342.19
Taxes and fares payable -15,362,625.05 2,463,337.92 -8,782,763.56 2,915,204.83
Interest payable 33,507,454.73 33,507,454.73 24,687,711.65 24,687,711.65
Dividend payable
Other accounts payable 289,089,627.09 363,279,348.88 297,237,215.73 383,176,088.95
Due to reinsurers
Insurance contract reserve
Amount payable for acting
trading securities
Amount payable for acting
underwriting securities
Non-current liabilities due
within 1 year 204,979,744.53 204,979,744.53 229,607,155.48 206,407,155.48
Other current liabilities
Total current liabilities 1,417,581,829.21 1,171,956,784.52 1,555,309,217.76 1,358,322,934.14The First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
7
Non-current liabilities:
Long-term borrowings 703,332,659.84 378,659,177.46 581,986,531.34 281,986,531.34
Debentures payable
Long-term payables 8,717,172.38 8,185,932.62
Specific-purpose account
payables
Accrued liabilities
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities 712,049,832.22 378,659,177.46 590,172,463.96 281,986,531.34
Total liabilities 2,129,631,661.43 1,550,615,961.98 2,145,481,681.72 1,640,309,465.48
Shareholders’ equity
Share capital 1,011,660,000.00 1,011,660,000.00 1,011,660,000.00 1,011,660,000.00
Capital surplus 978,244,858.10 978,244,858.10 978,244,858.10 978,244,858.10
Less: Treasury Stock
Special reserve
Surplus reserve 4,974,391.15 4,974,391.15
General risk provision
Retained earnings -775,899,218.12 -801,173,934.75 -781,357,778.86 -789,486,071.44
Foreign exchange difference 15,145,250.62 15,130,144.02
Total owners' equity attributable
to holding company 1,234,125,281.75 1,188,730,923.35 1,228,651,614.41 1,200,418,786.66
Minority interests -13,022,972.09 -13,022,972.09
Total owners’ equity 1,221,102,309.66 1,188,730,923.35 1,215,628,642.32 1,200,418,786.66
Total liabilities and owners’
equity 3,350,733,971.09 2,739,346,885.33 3,361,110,324.04 2,840,728,252.14
4.2 Income statement
Prepared by SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Jan. - Mar. 2010 Unit: RMB Yuan
Jan.-Mar. 2010 Jan.-Mar. 2009
Items
Consolidation Parent Company Consolidation Parent Company
I. Total operating revenue 120,541,447.09 16,111,000.70 143,070,019.93 26,905,916.22
Including: Sales 120,541,447.09 16,111,000.70 143,070,019.93 26,905,916.22
Interest income
Premium income
Handling charges and commission
income
II. Total operating cost 136,233,185.12 37,542,902.07 139,460,138.12 32,024,463.07
Including: Cost of sales 95,741,406.70 10,347,406.93 104,728,020.92 16,371,003.71
Interest expenses
Handling charges and commission
expenses
Surrender value
Claim expenses-net
Insurance contract reserve-net
Policy dividend paymentThe First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
8
Amortized reinsurance expense
Taxes and surcharges 7,679,556.05 2,726,458.06 12,550,939.93 4,800,169.49
Selling and distribution expenses 1,793,361.21 357,573.42 2,559,295.38 417,576.30
Administrative expenses 14,264,163.74 7,573,390.94 15,792,585.23 7,836,581.77
Financial expense 16,754,697.42 16,538,072.72 3,829,296.66 2,599,131.80
Asset impairment loss
Add: gain/(loss) from change in
fair value (“-” means loss) 13,381.00 13,381.00 59,467.00 59,467.00
Gain/(loss) from investment (“-”
means loss) 22,228,503.98 9,641,894.66 6,625.24 6,625.24
Including: income form
investment on affiliated
enterprises and jointly-run
enterprise
12,586,609.32
Foreign exchange difference (“-”
means loss)
III. Business profit (“-” means
loss) 6,550,146.95 -11,776,625.71 3,675,974.05 -5,052,454.61
Add: Non-operation income 88,762.40 88,762.40 692.40
Less: Non- operation expense 60,533.23 38,007.66 39.04
Including: loss on non-current
asset disposal
IV. Total profit (“-” means loss) 6,578,376.12 -11,687,863.31 3,638,658.79 -5,052,493.65
Less: Income tax expense 1,119,815.38 2,797,459.75 21,061.72
V. Net profit (“-” means loss) 5,458,560.74 -11,687,863.31 841,199.04 -5,073,555.37
Attributable to owners of parent
company 5,458,560.74 -11,687,863.31 851,717.83 -5,073,555.37
Minority interests -10,518.79
VI. Earnings per share
(I) Basic earnings per share 0.0054 -0.0116 0.0008 -0.0050
(II) Diluted earnings per share 0.0054 -0.0116 0.0008 -0.0050
Ⅶ. Other comprehensive income 15,106.60 48,073.52
Ⅷ. Total comprehensive income 5,473,667.34 -11,687,863.31 889,272.56 -5,073,555.37
Attributable to owners of
parent company 5,473,667.34 -11,687,863.31 899,791.35 -5,073,555.37
Attributable to minority
shareholders -10,518.79
4.3 Cash flow statement
Prepared by SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Jan. - Mar. 2010 Unit: RMB Yuan
Jan.-Mar. 2010 Jan.-Mar. 2009
Items
Consolidation Parent Company Consolidation Parent Company
I. Cash flows from operating
activities:
Cash received from sales of goods
or rending of services 298,073,680.46 142,123,424.73 127,327,673.68 28,659,931.94
Net increase in customer bank
deposits and due to banks and
other financial institutionsThe First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
9
Net increase in borrowings from
central bank
Net increase in borrowings from
other financial institutions
Premium received from original
insurance contracts
Net cash received from
reinsurance
Net increase in policy holder
deposits and investment funds
Net increase in disposal of
held-for-trading financial assets
Interest, handling charges and
commissions received
Net increase in borrowings from
banks and other financial
institutions
Net increase in buy-back business
Refund of taxes and fares
received
Other cash received relating to
operating activities 19,401,454.62 87,827,890.57 14,790,428.57 2,507,757.08
Sub-total of cash inflows from
operating activities 317,475,135.08 229,951,315.30 142,118,102.25 31,167,689.02
Cash paid for goods and services 318,672,102.95 201,504,479.82 98,745,362.69 7,131,562.05
Net increase in loans and
advances to customers
Net increase in deposits with
central bank and other financial
institutions
Original insurance contract claims
paid
Cash paid for interest, fees and
commissions
Dividends paid to policyholders
Cash paid to and on behalf of
employees 17,195,086.64 4,510,696.09 20,183,232.23 6,947,225.78
Taxes and fares paid 14,416,143.28 5,018,501.20 17,019,000.75 4,275,406.85
Other cash paid relating to
operating activities 37,087,453.60 14,402,876.03 35,372,103.93 34,952,794.94
Sub-total of cash outflows from
operating activities 387,370,786.47 225,436,553.14 171,319,699.60 53,306,989.62
Net cash flows from operating
activities -69,895,651.39 4,514,762.16 -29,201,597.35 -22,139,300.60
II. Cash Flows from Investment
Activities:
Cash received from withdrawing
investments 12,082,841.87 12,082,841.87 37,160.00 37,160.00
Cash received from investment
income 5,287.01 5,287.01 6,625.24 6,625.24
Net cash received from disposal
of fixed assets, intangible assets
and other long-term assets
Net proceeds from sale of
subsidiaries and other operatingThe First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
10
units
Other cash received relating to
investment activities 2,179.07
Sub-total of cash inflows from
investment activities 12,088,128.88 12,088,128.88 45,964.31 43,785.24
Cash paid for acquiring fixed
assets, intangible assets and other
long-term assets
27,957.60 13,297.60 107,447.00 37,150.00
Cash paid for investments 39,440.00 39,440.00
Net increase in pledged loans
Net cash used for acquiring
subsidiaries and other operating
units
Other cash paid relating to
investment activities
Sub-total of cash outflows from
investment activities 67,397.60 52,737.60 107,447.00 37,150.00
Net cash flows from investing
activities 12,020,731.28 12,035,391.28 -61,482.69 6,635.24
III. Cash Flows from Financing
Activities:
Cash received from absorbing
investment
Including: Cash received by
subsidiaries from increase in
minority interests
Cash received from borrowings 151,000,000.00 150,000,000.00
Cash received from issuing
debentures
Other proceeds relating to
financing activities
Sub-total of cash inflows from
financing activities 151,000,000.00 150,000,000.00
Cash paid for settling debts 155,654,764.83 154,754,764.83 62,846,810.10 61,946,810.10
Cash paid for distribution of
dividends or profit or reimbursing
interest
10,720,046.92 6,670,046.92 5,276,956.46 4,384,966.46
Including: dividends or profit paid
by subsidiaries to minority
interests
Other cash payments relating to
financing activities
Sub-total of cash outflows from
financing activities 166,374,811.75 161,424,811.75 68,123,766.56 66,331,776.56
Net cash flows from financing
activities -15,374,811.75 -11,424,811.75 -68,123,766.56 -66,331,776.56
IV. Effect of foreign exchange
rate changes on cash and cash
equivalents
-6,748.57 -238.43 -15,685.69 -25.16
V. Net increase in cash and cash
equivalents -73,256,480.43 5,125,103.26 -97,402,532.29 -88,464,467.08
Add : Cash and cash equivalents
at year-begin 386,102,533.51 73,508,120.37 328,413,393.57 188,891,010.32
VI. Cash and cash equivalents at
the end of the year 312,846,053.08 78,633,223.63 231,010,861.28 100,426,543.24The First Quarterly Report 2010 of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
11
4.4 Auditor’s report
Auditor’s opinion: un-audited
Board of Directors of
SHENZHEN Special Economic Zone Real Estate
& Properties (Group) Co., Ltd.
26 Apr. 2010
