Stock Code: 000029 Short Form of Stock: SHENSHENFANG A Notice No.: 2010-023 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO., LTD. THE THIRD QUARTERLY REPORT 2010 §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 The Financial Report in this quarterly report has not been audited by a CPA firm. 1.3 Mr. Zhou Jianguo, Person-in-charge of the Company, Mr. Chen Maozheng, 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 Sep. 2010 As at 31 Dec. 2009 Increase/decrease (%) Total assets (RMB) 3,407,259,180.86 3,361,110,324.04 1.37% Owners’ equity attributable to shareholders of listed company (RMB) 1,307,389,526.08 1,228,651,614.41 6.41% 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) 1.2923 1.2145 6.41% Jul.-Sep. 2010 Increase/decrease year-on-year (%) Jan.-Sep. 2010 Increase/decrease year-on-year (%) Total operation income (RMB) 188,731,241.87 15.80% 707,557,933.94 55.92% Net profit attributable to shareholders of listed company (RMB) 12,995,637.17 266.68% 77,136,638.45 584.47% Net cash flows generated from operating - - -248,352,597.52activities (RMB) Net cash flows per share generated from operating activities (RMB/share) - - -0.25 Basic earnings per share (RMB/share) 0.0128 265.71% 0.0762 586.49% Diluted earnings per share (RMB/share) 0.0128 265.71% 0.0762 586.49% Weighted average return on net assets (%) 1.00% 0.71% 6.09% 5.16% Weighted average return on net assets after deducting extraordinary gains and losses (%) 1.00% 0.72% 5.33% 4.89% Items of non-recurring gains and losses Amount from year-begin to the end of this report period Notes Gains and losses from disposal of non-current assets 9,595,497.65 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 188,148.35 Other non-business income and expenses besides the above items 31,144.09 Effect on income tax -7,786.00 Total 9,807,004.09 - 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 the period-end 98,610 Shareholding of top ten shareholders holding tradable shares Full name of shareholder Number of tradable shares held at period-end Type of share Shenzhen Investment Holdings Co., Ltd. 642,884,262 RMB Ordinary Shares CPI Financial Co., Ltd. 3,336,701 RMB Ordinary Shares Banque Indosuez 1,310,800 RMB Ordinary Shares Wang Zhongming 1,095,408 Domestically listed foreign shares Guan Jinfeng 1,062,220 RMB Ordinary Shares Xu Taiying 780,000 RMB Ordinary Shares Xue Haoyuan 746,356 RMB Ordinary Shares Zhang Rui 730,700 RMB Ordinary Shares CHU KOON YUK 720,000 Domestically listed foreign sharesICBC-GF China Securities 500 Index Securities Investment Fund (LOF) 678,580 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 As at 30 Sep. 2010, total assets of the Company was RMB 3,407,260,000, with an increase of 1.37% compared with RMB 3,361,110,000 at the year-begin, and liabilities totaled RMB 2,112,890,000, with a decrease of 1.52% compared with RMB 2,145,480,000 at the year-begin. Equity (net assets) attributable to shareholders of parent company was RMB 1,307,390,000, with an increase of 6.41% compared with RMB 1,228,650,000. Particulars about large changes in items and reason were as follows: Index of balance sheet: transactional financial assets was RMB 173,500, up by 101.08% compared with RMB 86,300 at the end of last year, mainly because the Company won the lot for new share in transaction; accounts receivable was RMB 27,366,200, up by 85.76% compared with RMB 14,732,400 at the end of last year, mainly because payment payable for constructional engineering and fund from sales of real estate increased; Payment in advance of RMB increased 32.72% compared with RMB 18,020,300 at the end of last year, mainly because payment for engineering in advance increased; short-term borrowing was RMB 14,800,000, down by 85.20% compared with RMB 100,000,000 at the end of last year, which was mainly due to return mature short-term borrowings from bank; Non-current liabilities due within one year was RMB 127,602,900, down by -44.43% compared with 229,607,200 at the end of last year, which was mainly due to return mature long-term borrowings from bank; long-term borrowing was RMB 1,070,218,200, up by 83.89% compared with RMB 581,986,500 at the end of last year, mainly because of new long-term borrowings from bank; accounts payable was RMB 146,875,700, down by -79.91% compared with RMB 730,944,400 at the end of last year, which was mainly because the Company paid the second installment fund for use right of two land in Guangming New District; Payment received in advance was RMB 406,039,600, with an increase of 158.43% compared with RMB 157,116,100 at the end of last year, mainly because the Company received fund for sales of 10th Phase of Jinye Island Project and fund for constructional engineering from Shenzhen Zhentong Engineering Co., Ltd; interest payable was RMB 41,059,800, with an increase of 66.32% compared with RMB 2468.77 at the end of last year, mainly because the Company withdrew interest for borrowings in advance. Index of incomes statement and cash flow statement: operating income was RMB 707557900, with an increase of 55.92% compared with RMB 453788400 at the same period of last year, mainly because income from sales of real estate and engineering increased; operating cost was RMB 469,522,200, with an increase of 36.87%compared with RMB 343,034,500 at the same period of last year, which was mainly due to increase with operating income; business taxes and surcharges were RMB 67,886,700, with an increase of 84.63% compared with RMB 36,768,700 at the same period of last year, which was due to increase with operating income; sales expense was RMB 8,453,800, with an increase of 68.36% compared with RMB 5,021,300 at the same period of last year, mainly because advertising and sales service expense increased; financial expense was RMB 453,59,300, with an increase of 181.29% compared with RMB 16,125,400 at the same period of last year, mainly because increase of borrowings caused interest expense increased; investment income was RMB 22,538,300, with an increase of 189.04% compared with RMB 7,797,700 at the same period of last year, which was mainly because income from share transferring and investment income from affiliated and jointed enterprises increased; net profit attributable to owners of parent company totaled RMB 77,136,700, with an increase of 584.47% compared with RMB 11,269,500 at the same period of last year, mainly because operating income increased, gross profit ratio rose and investment income increased; net cash flow from operating activities was RMB -248,352,600, with an increase of 56.10% compared with RMB -565,752,900 at the same period of last year, mainly because cash received from sales of goods and offering labor service increased; net cash flow from investing activities was RMB 10,515,300, with an increase of 39.20% compared with RMB 7,554,200 at the same period of last year, mainly because cash received from investment income increased; net cash flow from financing activities was RMB 261,373,600, with a decrease of 56.67% compared with RMB 603,193,900 at the same period of last year, mainly because cash paid for debt increased; 3.2 Progress and influence of significant events, as well as the analysis on solutions 3.2.1 Non-standard audit opinion □Applicable √Inapplicable 3.2.2 Whether the Company provided funds to the controlling shareholder or its related parties or provided guarantees to external parties in violation of the prescribed procedures □Applicable √Inapplicable 3.2.3 Signing and execution of significant contracts concerning routine operations □Applicable √Inapplicable 3.2.4 Others □Applicable √Inapplicable 3.3 Fulfillment of commitments made by the Company, shareholders and the actual controller √Applicable □Inapplicable Commitment Commitment maker Contents of commitment Implementation Commitment made in the share reform Shenzhen Shenzhen Investment Holding Co., Ltd. made The commitmentsInvestment Holdings Co. Ltd the following commitments concerning the relevant matters of the share merger reform of SPG: “ ① The Company shall abide by the relevant laws, regulations and rules, and fulfill the legal commitments; ② The Company 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 held shares. ③ The Company 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.” have been fulfilled Commitment in the acquisition report or the report on equity changes Naught Naught Naught Commitment made in the significant asset reorganization Shenzhen Investment Holdings Co. Ltd The Shenzhen Sate-owned Assets Supervision and Administration Commission issued the Letter on Relevant Matters Concerning Information Disclosure of SPG to Shenzhen Investment Holdings Co., Ltd. in Oct. 2009, making a commitment that it would not conduct transfer of SPG share rights through agreements, asset reorganization or other matters (not including shareholding reduction in the secondary market) that have significant influence on SPG in the year and the next year. The commitment is currently in the process of execution. Commitment made in the issuance Naught Naught Naught Other commitments (including supplementary ones) Naught Naught Naught 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 Performance forecast Significant increase in the same direction From the year-begin to the end of the next report period Same period of last year Increase/decrease (%) Estimated accumulative net profit (RMB Ten thousand) 8,200.00 -- 8,700.00 2,021.74 Increase 305.59% -- 330.32%Basic earnings per share (RMB/share) 0.0811 -- 0.0860 0.0200 Increase 305.50% -- 330.00% Notes to performance forecast Mainly due to the increase of the real estate and construction project incomes 3.5 Other significant events that need to be explained 3.5.1 Investments into securities √Applicable □Inapplicable Unit: RMB Yuan Serial 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 Stock 002137 Sea Star Technology 5,150.00 975 10,773.75 6.21% 5,623.75 2 Stock 601857 China National Petroleum 50,100.00 3,000 30,540.00 17.60% -19,560.00 3 Stock 601866 China Shipping Container Lines 13,240.00 2,000 7,360.00 4.24% -5,880.00 4 Stock 601898 China Coal Energy 16,830.00 1,000 9,920.00 5.72% -6,910.00 5 Stock 002440 Zhejiang Runtu Co., Ltd 31,200.00 1,000 28,520.00 16.44% -2,680.00 6 Stock 601000 Tangshan Port 16,400.00 2,000 15,060.00 8.68% -1,340.00 7 Stock 601018 Ningbo Port 22,200.00 6,000 21,300.00 12.28% -900.00 8 Stock 780377 Subscription of Industrial Securities 50,000.00 5,000 50,000.00 28.82% 0.00 Other securities investments held at period-end 0.00 - 0.00 0.00% 0.00 Gains/ losses from securities investment sold in report period - - - - 98,033.09 Total 205,120.00 - 173,473.75 100% 66,386.84 Explanation on securities investment: Stocks held by the Company were lottery of new shares, which has been sold in current day when benefit. 3.5.2 Researches, interviews and visits received in report period Time Place Way of Visitor Main discussion and materials provided by the Companyreception 15 Jul. 2010 Company Office Field research Donghai Securities and Guodu Securities A general visit, with no written materials being provided by the Company 28 Jul. 2010 Company Office By phone Individual investor Inquiring reasons for the Company’s stock price fluctuations, with no written materials being provided by the Company 13 Aug. 2010 Company Office By phone Individual investor Inquiring the time for disclosure of the Company’s semi-annual report, with no written materials being provided by the Company 30 Aug. 2010 Company Office By phone Individual investor Inquiring about the Company’s semi-annual report, with no written materials being provided by the Company 8 Sept. 2010 Company Office By phone Individual investor Inquiring about the Company’s project development and the sales situation, with no written materials being provided by the Company 19 Sept. 2010 Company Office By phone Individual investor Inquiring about the Company’s project development plans, with no written materials being provided by the Company 29 Sept. 2010 Company Office By phone Individual investor Inquiring the Company’s operations and its opinion on the government’s macro-control measures, with no written materials being provided by the Company 3.6 Investments into derivatives □Applicable √Inapplicable 3.6.1 Positions of derivatives investments held at period-end □Applicable √Inapplicable