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深深房B:2011年半年度报告(英文版)2011-08-26  

						(000029 SHENSHENFANG-A      200029 SHENSHENFANG-B)

    Shenzhen Special Economic Zone Real Estate
          & Properties (Group) Co., Ltd.



           Semi-Annual Report 2011




                  26 August 2011
                                   Contents

I. Important Notice………………………………………………………………….
II. Company Profile……………………………………………………………………
III. Change of Capital Share and Shares Held by Principal Shareholders………….....
IV. Particulars about the Directors, Supervisors and Senior Executives………………
V. Discussion and Analysis of Executives……………………………………………..
VI. Significant Events………………………………………………………………
VII. Financial Report………………………………………………………….…….
VIII. Documents Available for Reference…………………………………………
      Attached: Financial Report
                           Section I. Important Notice
The Board of Directors, the Supervisory Committee, directors, supervisors and senior
executives 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 seriously 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 have declared uncertainty or disagreement about the truthfulness,
accuracy, and completeness of this semi-annual report.
Zhou Jianguo, Principal of the Company, Chen Maozheng, Person-in-charge of the
accounting work and Chen Jincai, Person-in-charge of the accounting organization
hereby confirm the financial report enclosed in this semi-annual report is true and
complete.
The Semi-Annual Report 2011 has not been audited.
English Translation for Reference Only. Should there be any discrepancy between the
two versions, the Chinese version shall prevail.
                          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 Exchange 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: Luo Yi
   Tel.: (0755) 82293000-4718, 4715
   Fax: (0755) 82294024
   E-mail: spg@163.net
6. Newspapers Designated by CSRC and Chosen by the Company 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 the CPA firm engaged by the Company:
  Name: China Audit International Certified Public Accountants LTD.
  Address: 8/F, Times Technology Building, No.7028 Shennan Avenue, Futian
  District, Shenzhen
    II. Main Financial Data and Indices
    1. Main accounting data and financial indices
                                                                                   Currency unit: (RMB) Yuan
                                           At the end of the    At the period-end of Increase/decrease compared with the
                                           reporting period          last year               period-end of last year (%)
              Total assets                   3,334,189,868.33      3,379,090,178.02                                       -1.33%
     Owners’ equity attributable to
                                             1,493,533,010.21      1,427,871,870.03                                       4.60%
     shareholders of the Company
             Share capital                   1,011,660,000.00      1,011,660,000.00                                       0.00%
  Net assets per share attributable to
     shareholders of the Company                       1.4763                 1.4114                                      4.60%
             (Yuan/share)
                                           Reporting period     Same period of last
                                                                                         Increase/decrease year-on-year (%)
                                              (Jan.-Jun.)              year
        Total operating income                 553,919,803.97        518,826,692.07                                       6.76%
            Operating profit                    81,876,583.09         78,107,399.80                                       4.83%
              Total profit                      82,830,990.51         78,129,831.79                                       6.02%
 Net profit attributable to shareholders
                                                64,300,859.86         64,109,890.28                                       0.30%
            of the Company
 Net profit attributable to shareholders
    of the Company after deducting              63,360,695.70         54,360,826.15                                     16.56%
    non-recurring gains and losses
 Basic earnings per share (Yuan/share)                 0.0636                 0.0634                                      0.32%
       Diluted earnings per share
                                                       0.0636                 0.0634                                      0.32%
             (Yuan/share)
               ROE (%)                                  4.40%                    4.66%                                    -0.26%
 ROE excluding non-current gains and
                                                        4.34%                    3.97%                                    0.37%
               losses (%)
    Net cash flows from operating
                                                84,323,901.31        -66,691,366.55                                   226.44%
               activities
     Net cash flows per share from
                                                       0.0834                 -0.0659                                 226.44%
   operating activities (Yuan/share)


    2. Items of non-recurring gains and losses
                             Items                                       Amount                          Note (if applicable)
                                                                                                   A year-on-year decrease of
                                                                                                   RMB 8.81 million, mainly
                                                                                                   due      to    disposal      of
Gains and losses from disposal of non-current assets                                  199,681.57
                                                                                                   long-term               equity
                                                                                                   investment in the same
                                                                                                   period of last year.
Gains and losses from changes in fair value of transaction
financial assets and liabilities, and investment income from                          -13,921.72
disposal of transaction financial assets and liabilities and
financial assets available for sale, excluding the valid
hedging business relating to normal operation of the
Company
Other non-operating incomes and expenses besides the
                                                           754,725.85
items above
Impact on income tax                                          -321.54
                         Total                             940,164.16   -
           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 reporting period.

        II. Shares held by shareholders
        1. Up to 30 Jun. 2011, only Shenzhen Investment Holdings Co., Ltd held over 5%
        shares of the Company. Shenzhen Investment Holdings Co., Ltd held 642,884,262
        shares not subject to trading moratorium, which remained unchanged in the report
        period. And none of those shares were frozen, pledged or in custody.
        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                                                                                               89,460
               Particulars about shares held by the top ten shareholders
                                                                                                     Shares subject to
                                                   Nature of       Shareholding Total number of                          Shares pledged
           Name of shareholder                                                                           trading
                                                  shareholder          ratio         shares held                           or frozen
                                                                                                     moratorium held
                                               State-owned
Shenzhen Investment Holdings Co., Ltd                                      63.55%     642,884,262                    0                 0
                                               corporation
                                               Domestic natural
Qian Guangyue                                                              0.12%         1,205,700                   0                 0
                                               person
                                               Domestic natural
Wang Zhongming                                                              0.11%        1,095,808                   0                 0
                                               person
                                               Domestic natural
Wu Haoyuan                                                                  0.11%        1,092,100                   0                 0
                                               person
GUOTAI JUNAN                                   Foreign
                                                                           0.10%         1,044,750                   0                 0
SECURITIES(HONGKONG) LIMITED                   corporation
                                               Domestic natural
Jing Jianjun                                                               0.10%         1,033,347                   0                 0
                                               person
                                               Domestic natural
Ren Huan                                                                   0.10%           992,848                   0                 0
                                               person
Beijing Zhongjin Xin’guo Assets               State-owned
                                                                           0.09%           948,974                   0                 0
Management Center (limited partnership)        corporation
                                               Domestic natural
Xue Haoyuan                                                                0.09%           888,656                   0                 0
                                               person
                                               Domestic natural
Zhao Jianlan                                                               0.08%           800,600                   0                 0
                                               person
               Particulars about shares held by the top ten shareholders holding tradable shares
                       Name of shareholder                         Number of shares not subject to
                                                                                                                Type of share
                                                                       trading moratorium held
Shenzhen Investment Holdings Co., Ltd                                                  642,884,262 Renminbi ordinary shares
Qian Guangyue                                                 1,205,700 Renminbi ordinary shares
Wang Zhongming                                                1,095,808 Domestically listed foreign shares
Wu Haoyuan                                                    1,092,100 Domestically listed foreign shares
GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED                     1,044,750 Domestically listed foreign shares
Jing Jianjun                                                  1,033,347 Renminbi ordinary shares
Ren Huan                                                       992,848 Renminbi ordinary shares
Beijing Zhongjin Xin’guo Assets Management Center (limited
                                                               948,974 Renminbi ordinary shares
partnership)
Xue Haoyuan                                                    888,656 Renminbi ordinary shares
Zhao Jianlan                                                   800,600 Renminbi ordinary shares
 Explanation on associated relationship or
    action-in-concert among the above        Unknown
               shareholders
        3. Particulars about the controlling shareholder of the Company
        During the reporting period, the controlling shareholder 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 reporting period, shares held by directors, supervisors and senior
executives remained unchanged.
II. Engagement and dismissal of directors, supervisors and senior executives
Directors, supervisors and senior executives of the Company remained unchanged
during the reporting period.
                               Section V Discussion and Analysis of Executives

      I. Operation review for the first half of 2011
      In the first half of 2011, the government continued to carry out economic
      macro-control, bringing uncertainty to the prospects of the domestic prosperity market.
      In face of the harsh external environment for operation, the Company made careful
      judgments on the big picture and coped with various situations in a flexible manner.
      As a result, the Company’s business performance improved steadily, its financial
      position was sound, development projects moved on in an orderly way, the
      development ability of the main business was further improved, and its governance
      and management capability kept increasing.
      (I) Analysis to operating results
                                                                                   Currency unit: (RMB) Yuan

                                                                                    Year-on-year increase/decrease
                Items                   Jan.-Jun. 2011        Jan.-Jun. 2010
                                                                                                 (%)
Operating revenues                          553,919,803.97       518,826,692.07                                  6.76
Operating costs                             381,699,513.43       338,485,970.34                                 12.77
Business taxes and surtaxes                   49,318,473.28       55,612,034.02                                -11.32
Selling expense                                4,223,578.62         5,193,067.44                               -18.67
Administrative expense                        31,177,179.75       32,261,773.04                                 -3.36
Financial expense                              5,710,554.08       31,581,722.57                                -81.92
Period expense                                41,111,312.45       69,036,563.05                                -40.45
Asset impairment loss                                     -
Earnings       from     fair   value
                                                  25,479.05           -24,785.75                               202.80
changes
Investment earnings                               60,599.23       22,440,060.89                                -99.73
Operating profit                              81,876,583.09       78,107,399.80                                  4.83
Non-operating income                           1,138,021.01          123,299.72                                822.97
Non-operating expense                            183,613.59          100,867.73                                 82.03
Total profit                                  82,830,990.51       78,129,831.79                                  6.02
Income tax                                    18,548,556.91       13,988,830.51                                 32.60
Net profit                                    64,282,433.60       64,141,001.28                                  0.22
Net    profit     attributable    to
                                              64,300,859.86       64,109,890.28                                  0.30
owners of the Company
      1. For the reporting period, the Company achieved total profit of RMB 82.83 million,
      up 6.02% from a year earlier; and net profit attributable to shareholders of the
      Company of RMB 64.30 million, up 0.30% from a year earlier. The profit growth was
      mainly due to decrease of the period expense.
      2. For the reporting period, the Company achieved operating revenues of RMB
      553.92 million, up 6.76% from a year earlier; and a comprehensive gross profit rate of
      31.09%, down 367 basic points as compared with the same period of last year.
      Business results for the main business lines classified according to industries are
              detailed as follows:
                                                                                   Unit: RMB Ten thousand
                                          Main businesses classified according to industries
                                                                                    Year-on-year       Year-on-year     Year-on-year
                                                                   Gross profit    increase/decreas increase/decreas increase/decrease
  Industries or products   Operating income      Operating cost
                                                                     rate (%)       e of operating     e of operating   of gross profit
                                                                                     income (%)          cost (%)          rate (%)
Real estate                          27,474.00         14,062.00         48.82%            -13.77%            -15.34%             0.95%
Construction                         18,780.00         17,632.00          6.11%            59.05%             58.34%              0.42%
Property lease                        2,830.00          1,338.00         52.72%                9.46%          -11.71%            11.34%
Property management                   5,135.00          4,151.00         19.16%            15.59%             13.26%              1.66%
Hotel and other services              1,172.00            986.00         15.87%             -1.20%              7.02%            -6.46%
          Total               553,919,803.97      381,699,513.43           31.09                6.76            12.77              -3.67
              Main operating income increase/decrease of all business lines:
              (1) Real estate, the Company’s main business line, generated earnings of RMB 274.74
              million, down 13.77% from a year earlier, with a gross profit rate of 48.82%, up 95
              basic points as compared with the same period of last year. This was mainly because
              the Headquarters of the Group sold Hujing Building and the subordinate company
              Shantou Hualin Real Estate Development Co., Ltd. sold residential buildings in Block
              No. 10 of Jinye Island.
              (2) Construction generated earnings of RMB 187.80 million, up 59.05% from a year
              earlier, which was mainly because the subordinate company Shenzhen Zhentong
              Engineering Co., Ltd. undertook more construction projects from external institutions.
              (3) Property lease generated earnings of RMB 28.30 million, up 9.46% from a year
              earlier, which was mainly due to increase of both the rents and the leased area.
              (4) Property management generated earnings of RMB 51.35 million, up 15.59% from
              a year earlier, which was mainly due to strengthened collection of arrears.

              3. Period expense for the reporting period stood at RMB 41.11 million, down 40.45%
              from a year earlier, of which:
              (1) Selling expense stood at RMB 4.22 million, down 18.67% from a year earlier,
              which was mainly due to decrease of the sales service expense.
              (2) Administrative expense stood at RMB 31.18 million, down 3.36% from a year
              earlier, which was mainly due to decrease of cash paid for non-salary items.
              (3) Financial expense stood at RMB 5.71 million, down 81.92% from a year earlier,
              which was mainly due to interest capitalization of the borrowings for the Guangming
              New District.

              4. Investment earnings for the reporting period stood at RMB 60,000 down
              significantly by 99.73% from a year earlier, which was mainly because:
              (1) In the same period of last year, the Company earned RMB 9.64 million by
              transferring 50% ownership of Nantian Shopping Mall in Shatoujiao, Shenzhen; and
              (2) In the same period of last year, the Company received bonuses of RMB 12.58
              million from joint ventures and associates.
 5. Operating profit for the reporting period stood at RMB 81.88 million, up 4.83%
 from a year earlier, which was mainly because financial expense decrease
 compensated for investment income decrease.

 6. Non-operating income for the reporting period stood at RMB 1.14 million, up
 dramatically by 822.97% from a year earlier, which was mainly due to earnings from
 non-current asset disposal and from default fines on property selling receivables.

 7. Net cash flows from operating activities also soared 226.44% from a year earlier,
 which was mainly due to decrease of cash paid for goods and services. Net cash flows
 from investing activities decreased when compared with the same period of last year,
 which was mainly due to decrease of both investment withdrawal and return on
 investment. And net cash flows from financing activities also decreased on a
 year-on-year basis, which was mainly because the year-on-year decrease of cash
 received from borrowings was larger than that of cash expense for financing activities.

 II. Analysis to the Company’s financial position
 During the reporting period, the Company actively coped with market changes. As a
 result, the Company’s business performance improved steadily, and its financial
 position became sounder. Relevant indexes were as follows:
                                                         Unit: RMB Yuan
                                                                                    Increase/decrease
                    Item                  30 Jun. 2011        31 Dec. 2010
                                                                                          (%)
Total assets                              3,334,189,868.33       3,379,090,178.02                -1.33
Transactional financial assets                   10,635.30             97,726.25                -89.12
Accounts paid in advance                     32,647,030.35         26,890,551.77                 21.41
Construction in process                        1,559,860.00           520,000.00                199.97
Long-term deferred expense                      541,065.14            202,456.50                167.25
Total liabilities                         1,968,177,705.57       2,079,303,706.46                -5.34
Short-term borrowings                        10,000,000.00         14,800,000.00                -32.43
Taxes and fares payable                      -28,486,266.51        -13,333,458.44            -113.64
Non-current liabilities due within 1         60,077,571.34         29,423,411.10
                                                                                                104.18
year
Retained profit                            -512,868,149.68       -577,169,009.54                 11.14
Foreign exchange difference                  11,521,910.64         10,161,630.32                 13.39
 Total equity attributable to owners of
                                          1,493,533,010.21       1,427,871,870.03                 4.60
               the Company


 (I) Up until 30 Jun. 2011, total assets of the Company stood at RMB 3,334,190,000,
 down 1.33% as compared with the year-begin. No asset items showed significant
 movement. Details are as follows:
 1. Transactional financial assets decreased mainly due to the sale of transactional
 financial assets.
       2. Accounts paid in advance increased 21.41% over the opening amount, which was
       mainly due to increase of prepayments for construction.
       3. Construction in process increased considerably by 199.97% over the opening
       amount, which was mainly due to elevator repair.
       4. Long-term deferred expense also increased significantly by 167.25% over the
       opening amount, which was mainly due to increase of the repair expense.

       (II) Total liabilities stood at RMB 1,968,180,000, down 5.34% over the opening
       amount, of which:
       1. Short-term borrowings decreased 32.43% over the opening amount, which was
       mainly due to repayment of some short-term loans to banks.
       2. Taxes and fares payable decreased dramatically by 113.64% over the opening
       amount, which was mainly because the Company paid the enterprise income tax for
       the previous year, and prepaid the business tax and surtaxes for sums received in
       advance for selling properties in the Jinye Island Project in Shantou, as well as the
       land VAT at the anticipated tax rate.
       3. Non-current liabilities due within 1 year increased significantly by 104.18% over
       the opening amount, which was mainly due to increase of long-term borrowings from
       banks due within 1 year.

       (III) Retained profit increased 11.14% over the opening amount, which was mainly
       because the Company achieved net profits attributable to it for the reporting period.

       (IV) Foreign exchange difference increased 13.39% over the opening amount, which
       was mainly due to exchange rate fluctuations.

       (V) Equity attributable to shareholders of the Company (net assets) increased 4.60%
       over the opening amount, which was mainly because net profit attributable to the
       Company was realized and foreign exchange difference increased in the reporting
       period.

       III.Particulars about investment projects
       Progress of significant projects invested by non-raised funds
                   Investment amount
                       within the
                                                                                                              Earnings of
 Name of project reporting period                               Progress of project
                                                                                                                project
                       (RMB Ten
                       thousand)
 Shui Yun Tian Ya
 Garden and Ming
                                1,550 In the progress of primary project design
      Garden
(Longgang project)
                                                                                                            An income of
   Shantou Jinye                                                                                            RMB 244,860,000
Island International               983 In a certain state of development                                    was carried down
      Garden                                                                                                for the reporting
                                                                                                            period.
                                       The foundation trench and earth & stone work at the east area of the
 Guangming New
                                 3,764 project is under construction, of which all the support piles and
  District Project
                                       water-seal series have been finished, and the construction of anchor
                             cable box by different levels is still under the construction, which is
                             expected to be finished in the middle of August.


Total                6,297

IV. Problems and difficulties met in operation
1. Policy risk: Macro economy and real estate market was under deflation policy with
high interest rate, making it hard for the real estate enterprise to finance, and the sale
of product is also suffered by so much constraint;
2. Capital pressure: Now the Company still has capital pressure. The smooth advance
of the development plan for Guangming New District project and Longgang project is
significantly important for the Company to realize its income, profits and cash flow in
the future three years.
3. Land reserves: The lacking of land reserves is still the main bottleneck to restrict
the development and expansion of the Company’s main business, thus purchasing the
land resources at appropriate time and place will be the necessary assurance for the
Company to realize its continuous operation and development of main business.

V. Business plan for the second half year of 2011
In the second half year of 2011, the Company will continue to follow the general
guideline for operation made at the beginning of the year, focus on key points and
concentrate on development of main businesses; the Company will deal with
difficulties and thoroughly improve regulation and control, as well as professional
capability; the Company will cultivate highlights and put efforts to enhance brand
image of the enterprise; the company will practically strength party building and
culture establishment of the enterprise, and strive to raise the establishment of “two
civilizations” to a new grade, and make every effort to create first-class performance.
Therefore, the Company will work on the following central tasks in the second half
year of 2011:
1. To go all out to focus on operation work: The Company will ensure the smooth
advance of the three key projects in Guangming, Longgang and Jinhu Road by paying
special attention to the progress of development and safety as well as controlling the
project quality and cost strictly.
2. To pay special attention to the research on development strategy in advance:The
Company will wholly understand the direction of policy, and correctly judge the
macro situation, thus timely hold the market rhythm; and the Company will flexibly
make the future marketing strategy of project in construction, and adopt multiple
ways to expand the financing channels so as to easy the capital pressure; besides, the
Company will strengthen the collection, field investigation and research of land
resources reserving information so as to lay foundation for adding its land resources.
3. To strengthen enterprise integration and thus enhance its operation efficiency. On
one hand, the Company will further reinforce the extent of assets operation so as to
enhance assets operation efficiency; on the other hand, it will accelerate the
integration process of bankrupt or close-down enterprises.
4. To reinforce the team work building, and enhance enterprise’s core competitiveness
so as to improve the overall strength of its professional technical team.
5. To continually realize overall promotion in regulation and control: Firstly, the
Company will take the opportunity of establishment of internal control system of the
enterprise and further improve its regulation and control capability; secondly, the
Company will further perfect its information integration system, so as to improve its
management capability and efficiency by information tools; lastly, the Company will
strength direction, regulate, control and supervise on its subsidiaries to ensure their
legal and standardized operation.
6. To earnestly reinforce the management team building: The Company will aim to
forming a united & harmonious, incorruptible & self-discipline, professional &
dedicated and hard-working & pioneering management team.
7. To continually reinforce party building, spiritual civilization building and culture
establishment of the enterprise: The Company will pay attention to staffs’ appeals and
difficulties, do well the ideological work, and maintain the enterprise’s stability, so as
to ensure the enterprise’s development and reformation.
                          Section VI Significant Events
I. Corporate governance
In the reporting period, the Company actively 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, further carry out sprit of relevant document concerning corporate
governance and internal control pilot work of listed companies from CSRC,
continually perfected corporate governance structure, establish modern enterprise
system and standardize operation of the Company.
Firstly, the corporate governance has been improved. The Company’s operating
mechanism of “the Board of Directors makes decision, the Management Team
executes and the Supervisory Committee supervises” has been further implemented,
and the operating is tending to more united, harmonious and stable.
Secondly, various measurements to improve regulation and control capability have
been continually advanced. The Board of Directors made the Work Plan of Enterprise
Internal Control Construction at the first half year of 2011, and will introduce
professional institution to overall build up the Company’s internal control system at
the next half year; the Company will continually reinforce the information integration
construction of real estate with every module being on line totally before the end of
this year; the Company continued to perfect its Financial Management System,
Administration on Target Cost of Developed Projects and other systems at the first
half year ; besides, the Company ensured its legal operation and corporate governance
by laws with many effective ways, such as supervising audit and procedure as well as
checking execution power, etc..
Lastly, the Company’s cost control work has been totally implemented. On one hand,
the Company has executed well the overall budget management work, every index
was controlled within the budget scope, and the Company’s finance is stable and
controllable in risk; on the other hand, the cost control measurement for the whole
project construction has been well implemented, the work of compute, rough
estimation and budget for Guangming and Longgang Projects, etc. is advanced
smoothly, and the next key task is to do well the final settlement of account, so as to
actually realize the target of cutting down cost and increasing profits.

II. Particulars about profit distribution
The Company would not conduct profit distribution or capitalization of public reserve
for the first half of 2011. 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 reporting period.

III. Significant lawsuits and arbitrations
For the significant lawsuits and arbitrations incurred in the reporting period or carried
down from the previous years to the reporting period, please refer to “(I) Significant
lawsuits” of “Note X Contingency of the Financial Report”.
            IV. Acquisition, sales of assets and assets reorganization
            There was no acquisition, sales of assets and assets reorganization during the
            reporting period.

            V. Related transactions
            For the Company’s related transactions, as well as the creditor’s rights and liabilities
            with its related parties in the reporting period, please refer to Note VI “Related Party
            Relationships and Transactions” of the Financial Report.

            VI. Particulars about guarantees provided by the Company
                                                                                                             Unit: RMB’0000
                          Guarantees provided for external parties (excluding guarantees provided for subsidiaries)
                                                       Date of
                     Date and No.                                                                                Implementat
                                                     occurrence      Actual                                                    Guarantee for
  Name of the          of relevant   Guarantee                                       Type of          Term of        ion
                                                      (Date of      amount of                                                  related parties
   guaranteed        announceme         line                                        guarantee      guarantee     accomplishe
                                                       signing      guarantee                                                      or not
                           nt                                                                                      d or not
                                                     agreement)
 Total external guarantees lines                                            Total external guarantees
 examined and approved in the                                     0.00 occurred in the reporting period                                     0.00
       reporting period (A1)                                                           (A2)
 Total external guarantee lines                                             Balance of actual external
 examined and approved at the                                     0.00     guarantees at the period end                                     0.00
         period end (A3)                                                               (A4)
                                                 Guarantees provided for subsidiary companies
                                                       Date of
                     Date and No.                                                                                Implementat
                                                     occurrence      Actual                                                    Guarantee for
  Name of the          of relevant   Guarantee                                       Type of          Term of        ion
                                                      (Date of      amount of                                                  related parties
   guaranteed        announceme         line                                        guarantee      guarantee     accomplishe
                                                       signing      guarantee                                                      or not
                           nt                                                                                      d or not
                                                     agreement)
Shantou Hualin                                                                        Credit
Real        Estate                                                                  guarantee
                     15 Aug. 2009     30,000.00 30 Aug. 2009          20,000.00                    Three years       No             No
Development                                                                         with joint
Co., Ltd.                                                                         responsibility
   Total guarantees lines for
                                                                         Total guarantees for subsidiaries
   subsidiaries examined and
                                                                  0.00 occurred in the reporting period                                     0.00
approved in the reporting period
                                                                                       (B2)
                (B1)
    Total guarantee lines for
                                                                         Balance of actual guarantees at
   subsidiaries examined and                                 20,000.00                                                              20,000.00
                                                                                the period end (B4)
approved at the period end (B3)
                                         Total guarantees of the Company (Total of the two above)
Total guarantees lines examined
                                                                         Total guarantees occurred in the
 and approved in the reporting                                    0.00                                                                      0.00
                                                                            reporting period (A2+B2)
         period (A1+B1)
Total guarantees lines examined                                          Total balance of actual
 and approved at the period end                         20,000.00      guarantees at the period end                         20,000.00
            (A3+B3)                                                             (A4+B4)
Proportion of total actual guarantee amount (A4+B4) in net assets of
                                                                                                                              13.39%
the Company
Among which:
Amount of guarantees provided for shareholders, actual controller and
                                                                                                                                 0.00
other related parties (C)
Amount of debt guarantees provided directly or indirectly for parties
                                                                                                                                 0.00
with asset-liability ratio exceeding 70% (D)
Proportion of total guarantee amount exceeding 50% of the Company’s
                                                                                                                                 0.00
net assets (E)
Total amount of the above three guarantees (C+D+E)                                                                               0.00
                                                                        At the end of the reporting period, the balance of guarantees
Explanation on possibility of taking several and joint liability
                                                                        for property buyers’ mortgage loans that has not been settled
involving immature guarantees
                                                                        totaled RMB 8.72 million.
          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 reporting period, the Company provided
          such guarantees totaling RMB 8.72 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 reporting period, the Company did not hold in trust, contract or lease the
          assets of other companies, or vise versa. And there existed no such matters carried
          down from the previous periods to the reporting period.
          2. In the reporting 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 reporting period.

          IX. Commitments made by the Company or shareholders holding over 5% (including
          5%) shares of the Company
          1. Shenzhen Investment Holding Co., Ltd. made 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.” The
           commitments have been fulfilled;
           2. Shenzhen Investment Holding Co., Ltd. made the following commitments
           concerning the conditional sales of its held shares: 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.” And the said commitments have been
           fulfilled;
           3. In the share merger reform, Shenzhen Investment Holding Co., Ltd. promised to
           implement a share incentive plan, where the company was to sell its held shares (not
           exceeding 10% of SPG’s total shares) to the SPG’s management on three years’
           amortization. On 30 Sep. 2006, the State-Owned Assets Supervision and
           Administration Commission of the State Council issued the Trial Measures for
           Implementing Equity Incentive Plans by State Holding Listed Companies (Domestic)
           (GZFFP【2006】No. 175). The Item 9 of the Trail Measures stipulates that the source
           of the subject shares for implementing the equity incentive plan of a listed company
           shall not be paid by a single state shareholder and that the state equity shall not be
           gratuitously quantized either. Therefore, the equity incentive plan was unable to be
           implemented. Nor the concerned commitment of Shenzhen Investment Holding Co.,
           Ltd. was able to be fulfilled.

           X. Securities Investments
                                                                                                                Proportion in
                                                               Initial                                              total
                                                                             Shares held                                          Gains or losses
                                             Short form of   investment                        Book value at     securities
 No.     Securities variety     Stock code                                   at period-end                                        in the reporting
                                                 stock         amount                           period-end      investment at
                                                                                (share)                                               period
                                                               (Yuan)                                            period-end
                                                                                                                    (%)
                                             Sea Star
  1     Stock                 002137                            5,150.00               1,170       10,635.30        100.00%              5,485.30
                                             Technology
      Other securities investments held at period-end                 0.00         -                     0.00             0.00%                0.00
  Gains/ losses from securities investment sold in the
                                                                  -                -                 -                -                -78,182.92
                     reporting period
                              Total                             5,150.00           -               10,635.30              100%         -72,697.62
Explanation on securities investment: Stock investments held by the Company were all new stocks subscribed for by lot drawing,
which were sold for profits on the same day of subscription.
               XI. Reception of surveys, interviews and visits in the reporting period
                        Reception    Reception
   Reception time                                 Visitor                      Main discussion and materials provided
                          place          way
                          The
                                    By           Individual   Inquired about operating of the Company in 2010 and the real estate
21 Jan. 2011           Company’s
                                    telephone     investor    market situation, with no materials provided by the Company
                         office
                          The
                                    By           Individual   Inquired about operating of the Company in 2010 and the disclosure date
21 Feb. 2011           Company’s
                                    telephone     investor    of annual report for Y2010, with no materials provided by the Company
                         office
                          The
                                    By           Individual   Inquired about operating of the Company in 2010 and the disclosure date
15 Mar. 2011           Company’s
                                    telephone     investor    of annual report for Y2010, with no materials provided by the Company
                         office
                          The
                                    By           Individual   Inquired about operating of the Company in 2010 and the disclosure date
28 Mar. 2011           Company’s
                                    telephone     investor    of annual report for Y2010, with no materials provided by the Company
                         office
                          The
                                    By           Individual   Inquired about operating of the Company at the first quarter of 2011, with
15 Apr. 2011           Company’s
                                    telephone     investor    no materials provided by the Company
                         office
                          The
                                    By           Individual   Inquired about influence of the control policy on the Company’s main
20 Apr. 2011           Company’s
                                    telephone     investor    business, with no materials provided by the Company
                         office
                          The
                                    By           Individual   Inquired about land reserves of the Company, with no materials provided
18 May 2011            Company’s
                                    telephone     investor    by the Company
                         office
                          The
                                    By           Individual   Inquired about operating of the Company at the first half year of 2011,
23 Jun. 2011           Company’s
                                    telephone     investor    with no materials provided by the Company
                         office
                          The                                 Inquired about operating of the Company at the first half year of 2011 and
                                    By           Individual
30 Jun. 2011           Company’s                             the subscribed disclosure date of semi-annual report for Y2011, with no
                                    telephone     investor
                         office                               materials provided by the Company
                          Section VII Financial Report
                                      (Attached)



          Section VIII Documents Available for Reference
I. Text of the Semi-Annual Report 2011 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 reporting 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.
                                     26 Aug. 2011
          SHENZHEN SPECIAL ECONOMIC ZONE REAL
           ESTATE & PROPERTIES (GROUP) CO., LTD.
                            FINANCIAL      REPORT
                for the six months ended 30 June 2011(unaudited)




                        CONTENTS                                   PAGE(S)

CONSOLIDATED BALANCE SHEET                                           1-2

CONSOLIDATED INCOME STATEMENT                                         3

CONSOLIDATED CASH FLOW STATEMENT                                      4

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                          5-6

BALANCE SHEET                                                        7-8

INCOME STATEMENT                                                      9

CASH FLOW STATEMENT                                                  10

STATEMENT OF CHANGES IN EQUITY                                      11-12

NOTES TO THE FINANCIAL STATEMENTS                                   13-93
* Confidential *


                            CONSOLIDATED BALANCE SHEET
                                      As at 30 June 2011 (unaudited)

Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES
(GROUP) CO., LTD                                                                    Units: Rmb Yuan

              ASSETS                  Note Ⅴ             June 30, 2011                   Dec 31, 2010

Current assets

Cash at bank and on hand                 1                408,824,260.56                 379,720,636.21

Financial assets held for trading        2                     10,635.30                      97,726.25

Accounts receivable                      3                 17,926,259.99                  17,152,478.36

Advances to suppliers                    4                 32,647,030.35                  26,890,551.77

Other receivables                        5                 45,019,711.90                  47,534,939.51

Inventories                              6               2,158,657,533.28               2,224,938,706.49

     Total current assets                                2,663,085,431.38               2,696,335,038.59

Non-current assets

Long-term equity investments             7                 63,351,810.37                  63,426,810.37

Investment Property                      8                519,083,264.83                 530,109,494.13

Fixed assets                             9                 62,735,960.20                  64,526,512.04

Construction in progress                 10                 1,559,860.00                     520,000.00

Intangible assets                        11                 6,075,876.69                   6,213,266.67

Long-term deferred and prepaid           12                   541,065.14                     202,456.50
expenses

Deferred tax assets                      13                17,756,599.72                  17,756,599.72

   Total non-current assets                               671,104,436.95                 682,755,139.43

       TOTAL ASSETS                                      3,334,189,868.33               3,379,090,178.02



                           (The Notes form part of these financial statemtents)




               CONSOLIDATED BALANCE SHEET(Continued)
                                                     1
                                       As at 30 June 2011 (unaudited)

Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES
(GROUP) CO., LTD                                                                     Units: Rmb Yuan

     LIABILITIES AND                    Note Ⅴ             June 30, 2011                 Dec 31, 2010
SHAREHOLDERS' EQUITY

Current liabilities

Short-term borrowings                      16                10,000,000.00                14,800,000.00

Accounts payable                           17               198,874,246.99               228,580,780.82

Advance from customers                     18               362,015,285.84               395,332,270.89

Employee benefits payable                  19                34,225,158.55                39,338,801.36

Taxes payable                              20                -28,486,266.51               -13,333,458.44

Interest payable                           21                16,535,277.94                16,535,277.94

Other payables                             22               291,100,971.96               302,144,393.62
Non-current liabilities within             23
one year                                                     60,077,571.34                29,423,411.10
    Total current liability                                 944,342,246.11              1,012,821,477.29
Non-current liabilities
Long-term borrowings                       24              1,013,349,454.00             1,056,703,120.34
Long-term payable                          25                10,486,005.46                 9,779,108.83
 Total non-current liabilities                             1,023,835,459.46             1,066,482,229.17
        Total liabilities                                  1,968,177,705.57             2,079,303,706.46
Shareholders' equity
Share capital                              26              1,011,660,000.00             1,011,660,000.00
Capital reserve                            27               978,244,858.10               978,244,858.10
Less: Shares in stock                                                    --                           --
Surplus reserve                            28                 4,974,391.15                 4,974,391.15
Retained Earnings                          29              -512,868,149.68              -577,169,009.54
Foreign currency translation
defferences                                                  11,521,910.64                10,161,630.32
Total equity attributable to
equity holders of the
Company                                                    1,493,533,010.21             1,427,871,870.03
Minority interests                         30              -127,520,847.45              -128,085,398.47
  Total shareholders' equity                               1,366,012,162.76             1,299,786,471.56
 TOTAL LIABILITIES AND
                                                           3,334,189,868.33             3,379,090,178.02
SHAREHOLDERS' EQUITY



                            (The Notes form part of these financial statemtents)




                                                      2
                           CONSOLIDATED INCOME STATEMENT
                                For the six months ended 30 June 2011(unaudited)
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES
(GROUP) CO., LTD                                                                           Units: Rmb Yuan

                           Items                      Note Ⅴ                1-6/2011                 1-6/2010

1.     Operating Income                                    31          553,919,803.97            518,826,692.07

     Less: Cost of sales                                   31          381,699,513.43            338,485,970.34

          Business Taxes and Surcharges                    32           49,318,473.28             55,612,034.02

          Selling and distribution expenses                33            4,223,578.62              5,193,067.44

          General and administrative expenses              34           31,177,179.75             32,261,773.04

          Finance expenses                                 35            5,710,554.08             31,581,722.57

     Add: Gain from changes of fair value                  36               25,479.05                -24,785.75

          Investment income                                37               60,599.23             22,440,060.89
          Including: Investment income from
                    affiliates                             37                         --          12,586,609.32

2.      Operating profit                                                81,876,583.09             78,107,399.80

     Add: Non-operating income                             38            1,138,021.01               123,299.72

     Less:Non-operating expenses                           39              183,613.59               100,867.73

          Including: Loss from disposal of
                                                           39
                     non-current assets                                               --              14,409.50

3.      Profit before income tax                                        82,830,990.51             78,129,831.79

     Less: Income tax expenses                             40           18,548,556.91             13,988,830.51

4.     Net profit                                                       64,282,433.60             64,141,001.28

      Attributable to equity holders of the Company                     64,300,859.86             64,109,890.28

      Minority profit or loss                                              -18,426.26                 31,111.00

5.     Earnings per share                                                          --                        --

       (1)   Earnings per share                            41                 0.0636                    0.0634

       (2)   Diluted earnings per share                    41                 0.0636                    0.0634

6.     Other comprehensive income                          42            1,943,257.60                 22,640.46

7.     Total comprehensive income                                       66,225,691.20             64,163,641.74

      Attributable to equity holders of the Company                     65,661,140.18             64,132,530.74

      Minority comprehensive income                                        564,551.02                 31,111.00

                             (The Notes form part of these financial statemtents)




                                                       3
                  CONSOLIDATED CASH FLOW STATEMENT
                           For the six months ended 30 June 2011(unaudited)
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES
(GROUP) CO., LTD                                                                       Units: Rmb Yuan
                          Items                                Note Ⅴ         1-6/2011            1-6/2010
1. Cash flows from operating activities
Cash received from sales of goods or rendering of                        507,445,488.20      561,833,156.45
services
Refund of taxes and levies                                                            --                  --
Cash received relating to other operating activities            43.1      50,475,255.65       83,447,111.83
                Sub-total of cash inflows                                557,920,743.85      645,280,268.28
Cash paid for goods and services                                43.3     298,716,478.48      545,456,789.91
Cash paid to and on behalf of employees                                   49,601,871.87       36,125,405.77
Payments of taxes and levies                                              68,372,545.14       56,224,700.88
Cash paid relating to other operating activities                43.2      56,905,947.05       74,164,738.27
               Sub-total of cash outflows                                473,596,842.54      711,971,634.83
        Net cash flows from operating activities                          84,323,901.31      -66,691,366.55
2. Cash flows from investing activities
Cash received from investment retrieving                                              --       2,553,452.35
Cash received as investment gains                                            175,000.00       10,053,451.57
Net cash received from disposal of fixed assets,
                                                                              47,410.00            3,000.00
intangible assets and other long-term assets
Net cash received from disposal of subsidiaries or other                              --                  --
operational units
Cash received relating to other investing activities                                  --                  --
                Sub-total of cash inflows                                    222,410.00       12,609,903.92
Cash paid to acquire fixed assets, intangible assets and
                                                                           2,532,175.95          169,815.60
other long-term assets
Cash paid to acquire investments                                                      --          87,040.00
Net cash received from subsidiaries and other                                         --                  --
operational
Cash paid relating to other investing activities                                      --                  --
               Sub-total of cash outflows                                  2,532,175.95          256,855.60
        Net cash flows from investing activities                          -2,309,765.95       12,353,048.32
3. Cash flows from financing activities
Cash received as investment                                                           --                  --
Cash received from borrowings                                   43.4      10,000,000.00      364,800,000.00
Cash received from issuance of bonds                                                  --                  --
Cash received relating to other financing activities                                  --                  --
                Sub-total of cash inflows                                 10,000,000.00      364,800,000.00
Cash repayments of borrowings                                   43.4      27,961,200.01      348,117,983.77
Cash payments for interest expenses and distribution of                   31,944,767.51       23,187,230.16
dividends or profits
Including: Cash payments for dividends or profit to                                  --                  --
minority shareholders of subsidiaries
Cash payments relating to other financing activities            43.5       2,000,000.00                   --
               Sub-total of cash outflows                                 61,905,967.52      371,305,213.93
        Net cash flows from financing activities                         -51,905,967.52       -6,505,213.93
4. Effect of foreign exchange rate changes on cash                        -1,004,543.49         -254,669.43
     and cash equivalents
5. Net increase in cash and cash equivalents                              29,103,624.35      -61,098,201.59
Add: Cash and cash equivalents at the beginning of year                  379,720,636.21      386,102,533.51
6. Cash and cash equivalent at the end of year                           408,824,260.56      325,004,331.92


                        (The Notes form part of these financial statemtents)



                                                           4
                                           CONSOLIDATED STATEMENT OF CHANGES IN OWNER'S EQUITY
                                                                                           6/30/2011(unaudited)
      Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD                                                                               Units: Rmb Yuan
                                                                                     Attributable to equity holders of the Company
                                                                                                                                                               Foreign          Minority
                      Items                                                Capital         Less:shares       Special     Surplus            Retained          currency                                Total
                                                   Share capital                                                                                                                interests
                                                                           reserve          in stock         reserve     reserves           earnings          exchange
                                                                                                                                                             differernces
1. Balance at the end of last year:               1,011,660,000.00      978,244,858.10              --            --   4,974,391.15      -577,169,009.54    10,161,630.32    -128,085,398.47     1,299,786,471.56
Add: Changes of accouting policy                                 --                  --             --            --              --                   --               --                 --                   --
     Error correction of the last period                         --                  --             --            --              --                   --               --                 --                   --
2. Balance at the beginning of the year           1,011,660,000.00      978,244,858.10              --            --   4,974,391.15      -577,169,009.54    10,161,630.32    -128,085,398.47     1,299,786,471.56
3. Change in equity for the year                                 --                  --             --            --              --       64,300,859.86     1,360,280.32         564,551.02        66,225,691.20
(1) Net profit                                                   --                  --             --            --              --       64,300,859.86                --        -18,426.26        64,282,433.60
(2) Others                                                         --                 --            --            --                --                 --    1,360,280.32         582,977.28         1,943,257.60
Sub-total (1)& (2)                                                 --                 --            --            --                --    64,300,859.86      1,360,280.32         564,551.02       66,225,691.20
(3)Shareholders’ contributions and decrease of
capital                                                            --                 --            --            --                --                 --               --                  --                  --
a. Contributions by shareholders                                   --                 --            --            --                --                 --               --                  --                  --
b. Equtiy settled share-based payment                              --                 --            --            --                --                 --               --                  --                  --
c. Others                                                          --                 --            --            --                --                 --               --                  --                  --
(4) Distribution of profits                                        --                 --            --            --                --                 --               --                  --                  --
a. Withdraws of surplus reserves                                   --                 --            --            --                --                 --               --                  --                  --
b. Distributions to shareholders                                   --                 --            --            --                --                 --               --                  --                  --
c. Others                                                          --                 --            --            --                --                 --               --                  --                  --
(5) Transfers within equity                                    --                     --            --            --                --                 --               --                  --                  --
a. Share capital increased by capital reserve
transfer                                                       --                     --            --            --                --                 --               --                  --                  --
b. Share capital increased by surplus reserve
transfer                                                       --                    --             --            --              --                   --               --                 --                   --
c. Remedying loss with profit surplus                          --                    --             --            --              --                   --               --                 --                   --
d. Others                                                      --                    --             --            --              --                   --               --                 --                   --
(6) Special reserves                                           --                    --             --            --              --                   --               --                 --                   --
a. Extracted this year                                         --                    --             --            --              --                   --               --                 --                   --
b. Used this year                                              --                    --             --            --              --                   --               --                 --                   --
(7) Others                                                     --                    --             --            --              --                   --               --                 --                   --
4. Balance at the end of the year report period 1,011,660,000.00        978,244,858.10              --            --   4,974,391.15      -512,868,149.68    11,521,910.64    -127,520,847.45     1,366,012,162.76
                                                                                                         5
                                     CONSOLIDATED STATEMENT OF CHANGES IN OWNER'S EQUITY
                                                                                      6/30/2011(unaudited)
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD                                                                       Units: Rmb Yuan
                                                                                Attributable to equity holders of the Company                                      Minority             Total
                  Items                                                 Capital       Less:shares Share           Capital    Less:shares in                        interests        Less:shares in
                                                Share capital                                                                                  Share capital
                                                                        reserve         in stock     capital      reserve        stock                          Capital reserve         stock
1. Balance at the end of last year:            1,011,660,000.00      978,244,858.10              --       -- 4,974,391.15 -781,357,778.86      15,130,144.02     -13,022,972.09    1,215,628,642.32
Add: Changes of accouting policy                              --                  --             --       --              -- 119,428,606.57    -4,539,043.21    -114,889,563.36                   --
     Error correction of the last period                      --                  --             --       --              --              --               --                 --                  --
2. Balance at the beginning of the year        1,011,660,000.00      978,244,858.10              --       -- 4,974,391.15 -661,929,172.29      10,591,100.81    -127,912,535.45    1,215,628,642.32
3. Change in equity for the year                              --                  --             --       --              --  84,760,162.75      -429,470.49        -172,863.02       84,157,829.24
(1) Net profit                                                --                  --             --       --              --  84,760,162.75                --         11,195.76       84,771,358.51
(2) Others                                                      --               --            --        --             --                --     -429,470.49        -184,058.78         -613,529.27
Sub-total (1)& (2)                                              --               --            --        --             --    84,760,162.75      -429,470.49        -172,863.02      84,157,829.24
(3)Shareholders’ contributions and decrease
of capital                                                      --               --            --        --             --                --               --                 --                  --
a. Contributions by shareholders                                --               --            --        --             --                --               --                 --                  --
b. Equtiy settled share-based payment                           --               --            --        --             --                --               --                 --                  --
c. Others                                                       --               --            --        --             --                --               --                 --                  --
(4) Distribution of profits                                     --               --            --        --             --                --               --                 --                  --
a. Withdraws of surplus reserves                                --               --            --        --             --                --               --                 --                  --
b. Distributions to shareholders                                --               --            --        --             --                --               --                 --                  --
c. Others                                                       --               --            --        --             --                --               --                 --                  --
(5) Transfers within equity                                  --                  --            --        --             --                --               --                 --                  --
a. Share capital increased by capital reserve
transfer                                                     --                  --            --        --             --                --               --                 --                  --
b. Share capital increased by surplus reserve
transfer                                                     --                  --            --        --             --                --               --                 --                  --
c. Remedying loss with profit surplus                        --                  --            --        --             --                --               --                 --                  --
d. Others                                                    --                  --            --        --             --                --               --                 --                  --
(6) Special reserves                                         --                  --            --        --             --                --               --                 --                  --
a. Extracted this year                                       --                  --            --        --             --                --               --                 --                  --
b. Used this year                                            --                  --            --        --             --                --               --                 --                  --
(7) Others                                                   --                  --            --        --             --                --               --                 --                  --
4. Balance at the end of the year report
period                                        1,011,660,000.00       978,244,858.10            --        --   4,974,391.15   -577,169,009.54   10,161,630.32    -128,085,398.47    1,299,786,471.56
                                                                 (The Notes form part of these financial statemtents)
                                                                                           6
                                              BALANCE SHEET
                                            As at 30 June 2011 (unaudited)
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP)
CO., LTD                                                                                 Units: Rmb Yuan

                 ASSETS                           NoteⅫ              June 30, 2011              Dec 31, 2010

Current assets

  Cash at bank and on hand                                            206,679,987.73            191,108,590.15
  Financial assets held for trading                                          10,635.30               97,726.25
  Accounts receivable                                1                  5,582,066.02              5,694,673.47
  Advances to suppliers                                                  668,400.00               1,199,429.00
  Other receivables                                  2                291,391,622.76            277,483,418.47
  Inventories                                        3              1,436,773,584.03           1,413,212,628.44

           Total current assets                                     1,941,106,295.84           1,888,796,465.78

Non-current assets
  Long-term equity investments                       4                286,522,524.97            286,597,524.97
  Investment Property                                                 454,508,058.23            464,169,328.80
  Fixed assets                                                         37,624,353.97             38,189,370.22
  Intangible assets                                                      190,266.69                 212,066.67
  Long-term deferred and prepaid expenses                                247,543.74                          --
  Deferred tax assets                                                    923,314.27                 923,314.27

        Total non-current assets                                      780,016,061.87            790,091,604.93

            TOTAL ASSETS                                            2,721,122,357.71           2,678,888,070.71


                               (The Notes form part of these financial statemtents)




                                                           7
                                     BALANCE SHEET(Continued)
                                           As at 30 June 2011 (unaudited)
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP)
CO., LTD                                                                                Units: Rmb Yuan

    LIABILITIES AND OWNERS'
                                                 NoteⅫ            June 30, 2011           Dec 31, 2010
                  EQUITY
Current liabilities
  Account payable                                                   20,387,450.12           20,387,450.12
  Advance from customers                                            10,490,019.60           15,424,301.60
  Employee benefits payable                                         13,322,047.91           14,865,546.49
  Taxes payable                                                       1,644,918.39           1,444,204.58
  Interest payable                                                  16,535,277.94           16,535,277.94
  Other payables                                                   582,186,882.37          525,522,847.87
  Non-current liability due in one year                             60,077,571.34           29,423,411.10
  Other current liability                                                       --                     --
        Total of current liability                                 704,644,167.67          623,603,039.70
Non-current liabilities
  Long-term borrowings                                             813,349,454.00          856,703,120.34
      Total non-current liabilities                                813,349,454.00          856,703,120.34
             Total liabilities                                    1,517,993,621.67       1,480,306,160.04
Owners' equity
  Share capital                                                   1,011,660,000.00       1,011,660,000.00
  Capital reserve                                                  978,244,858.10          978,244,858.10
  Retained Earnings                                                -786,776,122.06        -791,322,947.43
  Total owners' equity                                            1,203,128,736.04       1,198,581,910.67
     TOTAL LIABILITIES AND
                                                                  2,721,122,357.71       2,678,888,070.71
          OWNER'S EQUITY


                                 (The Notes form part of these financial statemtents)




                                                          8
                                              INCOME STATEMENT
                                                  6/30/2011(unaudited)
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP)
CO., LTD                       Units: Rmb Yuan

                           Items                         NoteⅫ                  1-6/2011           1-6/2010

1.     Operating Income                                    5                56,173,437.09      156,040,672.45

     Less: Cost of sales                                   5                25,469,746.52       72,488,362.99

          Business Taxes and Surcharges                                      9,300,689.98       35,790,518.88

          Selling and distribution expenses                                    200,008.48         652,510.61

          General and administrative expenses                               13,459,164.93       17,104,824.06

          Finance expenses                                                   4,149,886.99       32,616,647.73

     Add: Gain from changes of fair value                                       25,479.05          -24,785.75

          Investment income                                6                   -39,400.77        9,753,451.57
       Including: Investment income from
                                                           6                              --               --
                 affiliates

2.      Operating profit                                                     3,580,018.47        7,116,474.00

     Add: Non-operating income                                                 995,716.90           90,862.40

     Less:Non-operating expenses                                                28,910.00                  --

          Including: Loss from disposal of
                                                                                          --               --
                     non-current assets

3.      Profit before income tax                                             4,546,825.37        7,207,336.40

     Less: Income tax expenses                                                            --

4.     Net profit                                                            4,546,825.37        7,207,336.40

5.     Other comprehensive income                                                         --               --

6.     Total comprehensive income                                            4,546,825.37        7,207,336.40


                                   (The Notes form part of these financial statemtents)




                                                            9
                                         CASH FLOW STATEMENT
                                6/30/2011(unaudited)
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP)
CO., LTD                                                    Units: Rmb Yuan
                           Items                                      Note XII        1-6/2011         1-6/2010
1. Cash flows from operating activities
Cash received from sales of goods or rendering of services                        53,321,655.66   163,884,610.97
Refund of taxes and levies                                                                   --               --
Cash received relating to other operating activities                              71,690,164.42   206,890,634.05
                  Sub-total of cash inflows                                      125,011,820.08   370,775,245.02
Cash paid for goods and services                                                  18,072,694.57   303,575,969.32
Cash paid to and on behalf of employees                                           14,325,346.44    10,198,572.20
Payments of taxes and levies                                                       8,714,849.13    32,427,936.47
Cash paid relating to other operating activities                                  27,343,816.00    39,584,594.50
                 Sub-total of cash outflows                                       68,456,706.14   385,787,072.49
          Net cash flows from operating activities                                56,555,113.94   -15,011,827.47
2. Cash flows from investing activities
Cash received from investment retrieving                                                     --     2,553,452.35
Cash received as investment gains                                                     75,000.00     9,953,451.57
Net cash received from disposal of fixed assets, intangible
assets and other long-term assets                                                            --               --
Net cash received from disposal of subsidiaries or other
operational units                                                                            --               --
Cash received relating to other investing activities                                         --               --
                  Sub-total of cash inflows                                           75,000.00    12,506,903.92
Cash paid to acquire fixed assets, intangible assets and other
long-term assets                                                                    692,094.77         77,635.60

Cash paid to acquire investments                                                             --        87,040.00
Net cash received from subsidiaries and other operational                                    --               --
Cash paid relating to other investing activities                                             --               --
                 Sub-total of cash outflows                                         692,094.77       164,675.60
          Net cash flows from investing activities                                  -617,094.77    12,342,228.32
3. Cash flows from financing activities
Cash received as investment                                                                  --               --
Cash received from borrowings                                                                --   350,000,000.00
Cash received from issuance of bonds                                                         --               --
Cash received relating to other financing activities                                         --               --
                  Sub-total of cash inflows                                                  --   350,000,000.00
Cash repayments of borrowings                                                     13,161,200.01   338,717,983.77
Cash payments for interest expenses and distribution of
                                                                                  25,204,496.17    14,974,515.16
dividends or profits
Including: Cash payments for dividends or profit to
minority shareholders of subsidiaries                                                        --               --
Cash payments relating to other financing activities                               2,000,511.20               --
                 Sub-total of cash outflows                                       40,366,207.38   353,692,498.93
          Net cash flows from financing activities                               -40,366,207.38    -3,692,498.93
4.   Effect of foreign exchange rate changes on cash and                                -414.21      -143,719.00
5.   Net equivalents
     cashincrease in cash and cash equivalents                                    15,571,397.58    -6,505,817.08
Add: Cash and cash equivalents at the beginning of year                          191,108,590.15    73,508,120.37
6. Cash and cash equivalent at the end of year                                   206,679,987.73    67,002,303.29

                                (The Notes form part of these financial statemtents)
                                                                 10
                                                         STATEMENT OF CHANGES IN OWNER'S EQUITY
                                                                                    6/30/2011 (unaudited)
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD                                                                                   Units: Rmb Yuan

                              Items                           Share capital        Capital reserve   Less:shares in stock   Special reserve    Surplus          Retained             Total
1. Balance at the end of last year:                         1,011,660,000.00      978,244,858.10                      --                 --         --       -791,322,947.43   1,198,581,910.67
Add: Changes of accouting policy                                              --                --                     --                 --             --                --                 --
     Error correction of the last period                                      --                --                     --                 --             --                --                 --
2. Balance at the beginning of this year                     1,011,660,000.00      978,244,858.10                      --                 --         --       -791,322,947.43   1,198,581,910.67
3. Change in equity for the year                                              --                --                     --                 --             --      4,546,825.37       4,546,825.37
(1) Net profit                                                                --                --                     --                 --             --      4,546,825.37      4,546,825.37
(2) Others                                                                    --                --                     --                 --             --                --                 --
Sub-total (1)& (2)                                                            --                --                     --                 --             --      4,546,825.37      4,546,825.37
(3)Shareholders’ contributions and decrease of capital                       --                --                     --                 --             --                --                 --
a. Contributions by shareholders                                              --                --                     --                 --             --                --                 --
b. Equtiy settled share-based payment                                         --                --                     --                 --             --                --                 --
c. Others                                                                     --                --                     --                 --             --                --                 --
(4) Distribution of profits                                                   --                --                     --                 --             --                --                 --
a. Withdraws of surplus reserves                                              --                --                     --                 --             --                --                 --
b. Distributions to shareholders                                              --                --                     --                 --             --                --                 --
c. Others                                                                     --                --                     --                 --             --                --                 --
(5) Transfers within equity                                                   --                --                     --                 --             --                --                 --
a. Share capital increased by capital reserve transfer                        --                --                     --                 --             --                --                 --
b. Share capital increased by surplus reserve transfer                        --                --                     --                 --             --                --                 --
c. Remedying loss with profit surplus                                         --                --                     --                 --             --                --                 --
d. Others                                                                     --                --                     --                 --             --                --                 --
(6) Special reserves                                                          --                --                     --                 --             --                --                 --
a. Extracted this year                                                        --                --                     --                 --             --                --                 --
b. Used this year                                                             --                --                     --                 --             --                --                 --
(7) Others                                                                    --                --                     --                 --             --                --                 --
4. Balance at the end of the year report period              1,011,660,000.00      978,244,858.10                      --                 --         --       -786,776,122.06   1,203,128,736.04

                                                                (The Notes form part of these financial statemtents)
                                                                                               11
                                                          STATEMENT OF CHANGES IN OWNER'S EQUITY
                                                                                        6/30/2011 (unaudited)
Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD                                                                                           Units: Rmb Yuan

Items                                                       Share capital        Capital reserve   Less:shares in stock   Special reserve    Surplus reserves    Retained earnings         Total
3.   Balance at the end of last year:                      1,011,660,000.00                   --                     --   978,244,858.10                   --      -789,486,071.44    1,200,418,786.66
Add: Changes of accouting policy                                            --                --                     --                 --                  --                   --                 --
     Error correction of the last period                                    --                --                     --                 --                  --                   --                 --
4.    Balance at the beginning of the year                 1,011,660,000.00                   --                     --   978,244,858.10                   --      -789,486,071.44    1,200,418,786.66
3. Change in equity for the year                                            --                --                     --                 --                 --         -1,836,875.99      -1,836,875.99
(1) Net profit                                                              --                --                     --                 --                  --        -1,836,875.99      -1,836,875.99
(2) Others                                                                  --                --                     --                 --                  --                   --                 --
Sub-total (1)& (2)                                                          --                --                     --                 --                 --         -1,836,875.99      -1,836,875.99
(3)Shareholders’ contributions and decrease of capital                     --                --                     --                 --                  --                   --                 --
a. Contributions by shareholders                                            --                --                     --                 --                  --                   --                 --
b. Equtiy settled share-based payment                                       --                --                     --                 --                  --                   --                 --
c. Others                                                                   --                --                     --                 --                  --                   --                 --
(4) Distribution of profits                                                 --                --                     --                 --                  --                   --                 --
a. Withdraws of surplus reserves                                            --                --                     --                 --                  --                   --                 --
b. Distributions to shareholders                                            --                --                     --                 --                  --                   --                 --
c. Others                                                                   --                --                     --                 --                  --                   --                 --
(5) Transfers within equity                                                 --                --                     --                 --                  --                   --                 --
a. Share capital increased by capital reserve transfer                      --                --                     --                 --                  --                   --                 --
b. Share capital increased by surplus reserve transfer                      --                --                     --                 --                  --                   --                 --
c. Remedying loss with profit surplus                                       --                --                     --                 --                  --                   --                 --
d. Others                                                                   --                --                     --                 --                  --                   --                 --
(6) Special reserves                                                        --                --                     --                 --                  --                   --                 --
a. Extracted this year                                                      --                --                     --                 --                  --                   --                 --
b. Used this year                                                           --                --                     --                 --                  --                   --                 --
(7) Others                                                                  --                --                     --                 --                  --                   --                 --
4. Balance at the end of the year report period            1,011,660,000.00                   --                     --   978,244,858.10                   --      -791,322,947.43    1,198,581,910.67

                                                                   (The Notes form part of these financial statemtents)
                                                                                                   12
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)

     I.   The company's basic information

     1.     Company status

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

July 1993, as approved by the Shenzhen Municipal Government with document SFBF (1993) 724. The Company issued

A shares on 15th September, 1993 and issued B shares on 10 January 1994. On 31 August 1994, B shares issued were

listed in New York Exchange market as class A recommendation. The total share capital are 1,011,660,000 shares, of

which, A shares are 891,660,000 shares, and the B shares are 120, 000,000 shares. The company business licenses

registration number is 440301103225878, and the registered capital is RMB 1,011,660,000.00.

     On 13 October 2004,according to the document No.(2004) 223 “Decision on establishing Shenzhen investment

Holding Co., Ltd.” issued by State-Owned Assets Supervision and Administration Commission of Shenzhen Municipal

Government, Former major shareholder – Shenzhen Construction Investment Holding Company with two other assests

management companies 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 had been done on 15 Feberary 2006. As at the end of the reporting period,

Shenzhen Investment Holding Limited holds 642,884,262 shares of the company (63.55% of the total share capital). The

shares are all selling unrestricted shares.

     2.     The company's nature/business scope/main products or services

     Nature of Busines: this Company belongs to the real estate industry.

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

merchandising and trade, hotel, equipment installation and maintenance, construction, interior decoration and so on.


     The main products or services provided: commodity housing, property leasing and management, hotel service,

construction and installation service, renovation service.


     3.     Approved financial report


     The financial statements were authorized for issuance by the board of directors on 26th Augustl, 2011.


     II. Summary of significant accounting policies, accounting estimates, prior period errors and prepare the

consolidated financial statements

                                                             13
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                         (All amounts are stated in RMB Yuan unless otherwise stated)
     1.    Basis of preparation


     The financial statements have been translated into English from the Company’s financial statementss issued in

Chinese.


     2.    Statement of compliance


     The financial statements have been prepared in accordance with the requirements of the China Accounting

Standards for Business Enterprises (CAS (2006)) issued by the Ministry of Finance (MOF). These financial statements

present truly and completely the consolidated financial position and financial position, the consolidated results of

operations and results of operations and the consolidated cash flows and cash flows of the Group.


     The financial statements also comply with the disclosure requirements of “Regulation on the Preparation of

Information Disclosures of Companies Issuing Public Shares, No. 15: General Requirements for Financial Reports and

No. 9: Rate of Return (ROE) and the caluation of earning per share” revised by the China Securities Reulatory

Commission (CSRC) in 2010.


     3.    Accounting period


     The fiscal year of the Group is from 1 January to 31 December.

     4.    Functional and presentation currency

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

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

     5.    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.

     6.    Foreign currency transactions

     Foreign currency transactions are, on an initial recognition, translated to RMB at the spot exchange rate on the dates

of the transactions.

                                                            14
                  Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
               Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
     Monetary items denominated in foreign currencies are translated into RMB at the spot exchange rate at the balance

sheet date. The resulting exchange differences are recognised in profit or loss, except those arising from the principals

and interests on foreign currency borrowings specifically for the purpose of acquisition, construction or productions of

qualifying assests. Non-monetary items denominated in foreign currences that are measured at historical cost are

translated to RMB using the foreign exchange rate at the transaction date.

     7.      Business combination under common control and not under common control

     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)       Business combination involing entities under common control

          A business combination involving enterprises under common control is a business combination in which all of

the combining enterprises are ulimately controlled by the same party or parties both before and after the business

combination, and that control is not transitory. The assests and liabilities obtained are measured at the carrying amounts

as recorder by the enterprise being absorded at the combination date. The differences between the carrying amount of the

net assest obtained and the carrying amount of consideration paid for the combination (or the total face value of shares

issued) is adjusted for share premiun in the capital reserve. If the balance of share primiun is insufficient, any excess is

adjusted to retained earnings. The combination date is the date on which the Group effectively obtains control of the

enterprise being absord.

     (2)       Business combinations involving entities not under common control

     A business combination involving entities not under common control is a business combination in which all of the

combining entities are not ultimately controlled by the same party or parties both before and after the business

combination. The cost of a business combination paid for the Group is the aggregate of fair value at the acquisition date

of assests given, liabilities incurred or assumed, and equity securities issued by the Group, in exchange for control of the

acquiree plus any cost directly attributable to the business combination. The difference between the fair value and the

carrying amount of the assests given is recognised in profit or loss. The acquisition date is the date on which the Group

effectively obtains control of the acquiree.

     Any excess of the cost of a business combination over the Group’s interest in the fair value of the acquiree’s

identifiable net assest is recognised as goodwill.

     Any excess of the Group’s interest in the fair value of the acquiree’s identificable net assest over the cost of a

                                                            15
                  Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
               Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                            (All amounts are stated in RMB Yuan unless otherwise stated)
business combination is recognized in profit or loss.

     The Group, at the acquisition date, allocates the cost of the business combinationby recognising the acquiree’s

identificable assest, liabilities and contigent liabilities at their fari value at that date.

     8.      Consolidated financial statements

     The consolidated financial statements comprise the company and the subisdiaries. Control is that the company can

decide the financial and operating policy, and earn the profit from the business of the subsidiaries.

     When the company combines a subsidiary during the reporting period through a business combination involving

entities under common contorl, the financial statements of the subsidiary are included in the cosolidated financial

statements as if the combination had occurred at the beginning of the earliest comparative period presented or, if later, at

the date that common control was established. Therefore the opening balances and the prepartions of the consolidated

financial statements are restated. In the preparation of the consolidated financial statements, the subsidiary’s assests,

liabilities and results of operations are included in the consolidated balance sheet and the consolidated income statements,

from the date that common control was estabished.

     Where the company acquires a subsidiary during the reporting period through a business combination involving

entities not under common control, the identifiable assests, liabilities and results of operations of the subsidiaries are

consolidated into consolidated into consolidated financial statements from the date that control commenses, base on the

fair value of those identifiable assets and liabilities at the acquisition date.

     Minority interest is presented separately in the consolidated balance sheet within equity. Net profit or loss

attributable to minority shareholders is presented separately in the consolidated income statement below the net profit

line item.

     Where the amount of losses attributable to the minority shareholders of a subsidiary exceeds the minority

shareholders’ portion of the equity of the subsidiary, the excess, and any further losses arrtibutable to the minority

shareholders, are allocated against the equity attributable to the Company except to the extent thar the minority

shareholders have a binding obligation under the articles of association or an agreement and are able to make additional

investment to cover the losses. If the subsidiary subsequently reports profits, such profits are allocated to the equity

attributable to the Company until the minority shareholders’ share of losses previously absorbed by the Company has

been recovered.

     When the accounting period or accounting policies of a subsidiary are different from those of the Company, the
                                                                  16
                     Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                  Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                              (All amounts are stated in RMB Yuan unless otherwise stated)
Company makes necessary adjustments to the financial statements of the subsidiary based on the Company’s own

accounting period or accounting policies. Intra-group balances and transactions, and any unrealised profit of loss arising

from intra-group transactions, are eliminated in preparing the onsolidated financial statememts. Unrealised losses

resulting from intra-group transactions are eliminated in the same way as unrealized gains but only to the extent that

there is no evidence of impairment.

      9.       Cash and cash equivalents

      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.

      10.       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)       Recognization of financial assets and financial liability

      Recognization of financial assets is the process that items that meet the definition and the condition for recognition

of financial assets are recognized in the balance sheet. Recognization of financial liability is the process that items that

meet the definition of financial liability are recognized in the balance sheet.

      (3)       Measurement of financial assets and financial liability

      The initial recorganization of a financial asset or financial liability shall be measured at its fair value. Transaction

costs shall be charged to the profit or loss for the current period for financial assets and financial liability held for trading.

For other financial assets or fianacial liability, relevant transaction expenses to get them are deemed as the initial

confirmation amount.

      Except loans, receivables, held-to-maturity investments and other financial liabilities, financial asset or financial

liability was measured at its fair value and other financial liability was measured at amotized cost by effective interest.

      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 balance sheet date, for the sale of financial assets should be based on fair value. The changes in fair value, not
                                                                  17
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
including impairment and exchange gains or losses, will be included in capital reserve. The capital reserve will be

transferred into profit or loss when the financial asset was derecognized.

     Exchange differences of foreign financial assets available for sale and interest from financial assets available for

sale measured by the effective interest method were recognized as profit or loss for the current period. For the financial

assets held for sale, cash dividends will be included inprofit or loss in the current period when it was declared by the

investee.

     For financial assets and financial liabilities measured by amortized cost, gains or loss was recognized as profit or

loss in event of impairment, amortization or termination of recognition.

     (4)    Termination of financial assets and financial liability

     Termination of financial assets means that the financial assets are removed from business accounts and balance

sheet. The financial assets will be derecognized when it meets these conditions: the contractual right to receive cash

flows of financial assets is terminated; financial assets have been transferred; other conditions for derecognition of

financial assets in accordance with "Accounting Standards for Enterprises No. 23 - Transference of financial assets".

     (5)    Determination of the fair value of the financial assets and financial liability

     ①If 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.

     ②If there is no active financial instruments market, the valuation techniques is used to determine its fair value.

     ③As 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.

     ④In applying discounted cash flow 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.

     (6)    Impairment of financial assets

     The end of trading on financial assets other than financial assets, there is objective evidence that the impairment

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

impairment provisions.

                                                                18
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
     ①Held-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.

     ②Sellable 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.

     11.    Account receivable and other receivables

     Account receivable fund of the company includes accounts receivable and other receivables. The provision adopts

the Allowance method. If there are evidences proving that the ccount fund have devualtion the company will recognize

the difference between the book value and the estimated cash flow in the future.

     (1) Refers to accounts receivable with significant individual amount and separate impairment test

     The ending blance of Rmb 5000 thousand or above of account receivables is significant accounts receivable. The

ending blance of Rmb 5000 thousand or above of other receivables is significant other receivable. When testing the

significant account receivables or other receivables indivually, if there are evidences proving that the ccount fund have

devualtion, the company will recognize the difference as profitbetween the book value and the estimated cash flow in the

future.

     (2) Refers to accounts receivable which is unsignificant indivually but according to the characteristics of the

portfolio after portfolio of risky accounts receivable and separate impairment test

     The company made the credit policy according to the markets characteristics and clients’ risks for the accounts

receivable which is unsignificant. A separate provision is established according to the recoverability of each receivales

with long aging and little retrievability.

     12.    Inventories

                                                            19
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                         (All amounts are stated in RMB Yuan unless otherwise stated)
     (1)   Categories of inventories

     Inventory was classified 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 include raw materials, finished

products and stocks, low-value consumable products and construction.

     (2)   Measurement of inventories

     ①Completed product development 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. If several estate projects benefit from the

same facility, 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 was measured according to the allocation of the area covered.

     ③Utility 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, the ratio of 2% of the whole

constructive investment of the estate was provided. But it all measures in the non-development products.

     ④ Quality Guarantees was put into the account of real estate development according to the contract amount and

also recorded 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.




                                                             20
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
     13.    Long term equity investment

     (1)    Categories

     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 be measured reliably in the active market.

     (2)    Recognition of initial investment costs

     ①Long term equity investments acquired through a business combination

     For long-term equity investment acquired through a business combination involving enterprises under common

control, the initial investment cost shall be the absorbing party’ share of the carrying amount of owner’s equity of the

party being absorbed at the date of combination. The difference between the initial investment cost and the carrying

amount of the consideration paid shall be adjusted against capital reserve. If the balance of capital reserve is not

sufficient for such adjustment, the remaining difference shall be adjusted against retained earnings. The direct expenses

were recognized as profits or losses.

     For long-term equity investmenst acquired through a business combination involving enterprises not under common

control, the initial investment cost shall be determined according to the fair value of consideration paid.

     ②Long term equity investmenst acquired through other ways

     For long-term equity investmenst acquired through cash, the initial investment cost shall be determined according

to the purchase price paid. The investment cost includes the direct cost, tax surcharges and other necessary expenses

relating to the acquisition. However, the dividends that are included in purchase price and declared but unpaid are

accounted as receivable items separately.

     For long-term equity investments acquired by issuing equity securities, the initial investment cost shall be the fair

value of the equity securities issued.

     For long-term equity investments contributed by an investor, the initial investment cost shall be the amount

stipulated in the investment contract or agreement, except when the amount stipulated in the contract or agreement is not

at fair value.

     The initial investment cost of long-term equity investments acquired in exchange of non-monetary assets shall be

determined in accordance with “CAS 7-Exchange of Non-monetary Assets”. When the following conditions are satisfied,

                                                             21
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
it shall be measured at fair value: the exchange transaction has commercial substance; and, the fair value of either the

asset received or the asset given up can be reliably measured. Otherwise, it shall be measured at the carrying amount of

the assets given up.

     For a long-term equity investment acquired in a debt restructuring transaction, the initial investment cost shall be

determined at its fair value.

     (3)    Subsequent measurement

     The cost method shall be used to account for the long term equity investment where the company invested in

subsidiary and other equity investment. In the preparation of the consolidated financial statement, appropriate

adjustments shall be made based on the equity method. The equity method shall be used to account for the investment in

associates and joint ventures.

     (4)    Measurement of gains or lossess

     For long-term equity investment accounted for using the cost method, the investee companies shall recognize

investment income in accordance with its share after the declaration of dividends or profits from investee entity other

than cash dividends or profits included in the purchase price and declared but not paid.

     For long-term equity investment accounted for using the equity method, appropriate adjustments shall be made to

the investee entity’s net profits or losses based on the fair values of the investee entity’ separate identifiable assets before

determing investment income or loss. Tthe carrying value of long-term equity investement shall be decreased when the

investee entity declares profit distribution and cash dividends. The investor enterprise shall adjust the carrying amount of

the long-term equity investment based on its share of the changes in owners’ equity of the investee entity other than

those arising from net profits or losses, with a corresponding increase or decrease in owners’ equity.

     When disposing of long-term equity investment, the difference between book value and the actual purchase price is

recognized as profit or loss. For long-term equity investment accounted for using equity method, the portion of change in

its appropriate interest in the investee entity that does not arise from the investee entity’s net profit or loss, is recognized

directly in the owners’ equity. Upon disposal of that investment, the corresponding amount that was previously

recognized directly in owners’ equity shall be transferred to profit or loss.

     (5)    Basis of recognizing common control or significant influence

     ①Basis of recognizing common control


                                                               22
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
     According to the contract, if the invested enterprise’s main finance and operation policy need to be agreed by other

invested parties, the investment is common investment.

     ②The determination of significant influence investee entity

     According to the contract, if the invested enterprise’s only have participating decision rights in invested enterprise’s

main finance and operation policy but have no own control or common control with other investing parties, the

investment is investment with significant influence. Generally, if the company owns 20% but less than 50% of voting

shares of the investee entity directly or indirectly through subsidiaries, it has a significant impact over the investee entity.

     (6)   Impairment examination and providing of impairment provision

     If the investment in subsidiary, affiliates, and joint ventures are impaired has the indication of 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. When impairment appears for other equity investment, 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 reversed back in the following

accounting period.

     14.   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: ①The held for earn rentals and/or capital appreciation, or both; ②Investment property shall be capable of

being measured and sold separately; ③The economic benefits pertinent to this investment real estate are likely to flow

into the enterprise; ④The initial measurement of the investment real estate shall be made at its cost.

     (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

                                                              23
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                            (All amounts are stated in RMB Yuan unless otherwise stated)
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)      Transference and disposal

     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.

     15.      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

     ①it is probable that economic benefits associated with the assets will flow to the enterprise;

     ②the 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 assets

     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.
                                                             24
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                  Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                              (All amounts are stated in RMB Yuan unless otherwise stated)
       (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                                                        19.00


       (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 it does not meet 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.

       (7)   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.

       16. Construction in progress

       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, estimation should be made for the impairment of the long-term suspension project that

 will not be re-started in three years. The impairment estimated is book value minus the recoverable amount. Once

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

                                                                  25
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
     17.   Intangible assets

     Intangible assets include 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 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.

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

     (3)     Impairment of intangible assets

     On balance sheet day, make impairment test for 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 period.

     18.   Long-term prepaid expenses

     Long-term prepaid expenses are amortized among the benefit periods average.

     19.   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


                                                              26
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                            (All amounts are stated in RMB Yuan unless otherwise stated)
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)   Capitalization

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

     ①expenditure for the asset are being incurred;

     ②borrowing cost are being incurred;

     ③the necessary construction or production activities to make the assets ready for use or sales have been launched.

     (2)   Determination of the amount of capitalization

     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) Suspension of capitalization

     Where the acquisition and construction or production of a qualified asset is interrupted abnormally and the

interruption period lasts for more than three 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)     Cessation of capitalization

     When the qualified asset under acquisition and construction or production is ready for the intended use or sale, the
                                                               27
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                            (All amounts are stated in RMB Yuan unless otherwise stated)
capitalization of the borrowing costs shall be ceased after the borrowing costs incurred in the current period expenses.

     20.    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.

     21.    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 an 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.

     22.    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;


                                                               28
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                         (All amounts are stated in RMB Yuan unless otherwise stated)
     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

     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 that 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.




                                                             29
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
     (3)Used 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.

     23.     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.

     24.   Deffered tax assests and deffered tax liabilities

     The income tax of the company adopts the financial statement liability method. The deffered tax assests and

deffered tax liabilities are recognized of the difference of book value and tax book balance. At the balance date, the

deffered tax assests and deffered tax liabilities were calculated based on the estimated taxable income tax rate.

     Deffered tax assests are recognized not more than the amount that income tax payble of the company.

     Deffered tax assests and deffered tax liabilities were recognized from the temporary difference of the subsidiaries

and joint ventures. But Deffered tax assests and deffered tax liabilities were not recognized if the time of transferred


                                                              30
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
back temporary difference can be determited and the temporary difference won’t be transferred back in the future.

     25.      Operating leasing and financial leasing

     (1)      Operating leasing

     Operating leasing are other leasing except for financial leasing.

     ①leaseholder

     The rent will be caulated in gain or loss averagely. And the orignial expense will be counted in gain or loss in

current year. Contingent rent will be caulated in gain or loss when it happens.

     If the lessor provids free-rental period, the total rent will be caulated in gain or loss averagely in the whole rental

period( including the free-rental period). The free-rental period have to recognize the rental expense.

     If the lessor bears some expense, the total rental expense which deductes the expense will be caulated in gain or loss

averagely in the whole rental period.

     If the sale-leaseback transactions are defined as operating leasing, it will be dealt with according to the next

situations:

     a.If there is some definite evidence showing that the price of sale-leaseback transactions is determined with fair

value. The difference between the prich and the book value of the assests will be caluated in gian or loss.

     b.The price of sale-leaseback transactions is not determined with fair value. If the price is less than fair value, the

difference wil be caulated in gain or loss. But if this loss will be compensated with the rent which is less than the market

price in the future, the loss should be deffered. And the loss will be caulated in the whole rental period with the same

methoud. If the price is more than fair value, the difference will be recognized in deffered income and amortized          in

the whole rental period.

     ②lessor

     The financial statements will included the operating assests.

     The rent will be caulated in gain or loss averagely. The orignial expense will be caulated in gain or loss in current

year. The poperty will be depricated according to the similar assest deprications policy. Contingent rent will be caulated

in gain or loss when it happens.

     If the lessor provids free-rental period, the total rent will be caulated in gain or loss averagely in the whole rental

                                                             31
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
period( including the free-rental period). If the lessors bear some expense, the rent deducting the orginal expense will

be caulated in gain or loss in the whole rental period.

     (2) Financial leasing

     Financial leasing is the leaseing that actually transfer the property rights to leaseholder. And the property rights will

be transferred or not in the end.

     ① Leaseholder

     Ate the starting date of leasing, the less amount of the assest fair value and par value of rent will be the book value

of the rental assest in the financial statements. If the par value of rent as the book value of long-term payables, the

difference is recognized as financial expense. The expensed which happened during the egotiation period due to the

leasing project can be caulated as assests.

     When calculating the par value of rent, the company adopts the leasing implied rate as discount rate if it can get the

leasing implied rate. Otherwise, the company adopts the rate which the agreement forth as the discount rate. If the

company can not get the leasing implied rate or the agreement rate, it will use the similar loans’ rate as discount rate. The

financial expense which had not been recognized will be caulated in the whole rental period averagelly.

     The leasing assest will apply the same deprication policy. If the leaseholder assures that it can have the property

right when the leasing period ends, the assests will be drpricated in the whole use life time. And oterswise, the the assests

will be drpricated in period of which the shorter of the leasing period and use life time.

     Contingent rent will be caulated in gain or loss when it happens.

     ② Lessor

     At the starting date of leasing, the par value of rent and the orginal expense will be counted as long-term receivables.

And record the remained unsecured amount at the same time. The difference between the par value of rent, orginal

expenses and the remained unsecured amount will be recognized as the unfulfilment financial income. The unfulfilment

financial income will be distributed with the acual rate averagelly.

     When each year ended, the company will test the the unfulfilment financial income. If the unfulfilment financial

income increases, it won’t be recognized. And the unfulfilment financial income increase decrease, the company will

caulate the leasing implied rate. And the reduaction due to leasing investment will be caulated in gain or loss. The the

income of each year will be caulated according to the revised leasing investment. The net amount of leasing investment

                                                             32
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
is the difference between the par value of rent and unfulfilment financial income.

     The amount of remain unsecured amount which had recognized as loss recover, it can be transferred back not less

than the amount. And the company habe to recaulated the leasing implied rate. he the income of each year will be

caulated according to the revised leasing investment.

     Contingent rent will be caulated in gain or loss when it happens.

     26.   Assests held for sale

     The assests held for sale must satisfy these conditions: 1, the company had made an disposal agreement; 2, the

company had signed the irrevocable transferring agreement with the transferee; 3, the transferring will be done in 1 year.

     To assests held for sale, the company will adjust the estimated net value of this assest. And make the estimated net

value can reflect the amount equalling the amount that the fair value minus the disposal expenses. And the amount can

not excess the orginal cost of the assests. If the book value is higher than the estimated net value, the difference will be

caulated in current gain or loss.

     The Assests held for sale don’t depreciated. And it is counted with the less amoun of the book value and the amount

that the fair value minus the disposal expenses.

     If the Assests held for sale don’t satisfy the conditions, the company stopped reclassing it as the assests held for sale.

And it will be caulated with the lower amount of the following:

     ① the amount which caulated under the orginal method befort the assest was reclassed to the assests held for sale.

     ② the retracting amount when the Company decides not to sell.

     The other uncurrent assests which satisfy the conditions will use the method mentioned above. The other uncurrent

assests don’t include defferred tax assests, the financial assests documentd in “Enterprise Principle No.22 –

Recognization and Caulation of Financial Instruments”, the properties caulated by the fair value, biological assests, the

rights of the insurance agreement.

     27.   Changes in main accounting policies and accounting estimation

     (1) Changes in main accounting policies

     There were no changes in main accounting policies that affected the Company during the period.




                                                              33
                      Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                   Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                            (All amounts are stated in RMB Yuan unless otherwise stated)
       (2) Changes in main accounting eatimation

       There were no changes in main accounting eatimation that affected the Company during the period.

       28.     Previous accounting errors correction

       There was no previous accounting errors correction that affected the Company.

       III.    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%

Business tax                       Construction, installation income                                                          3%

Value added tax (“VAT”)          Goods sales income                                                                        17%

Construction tax                   Business tax and value added tax payable                                                   7%

Education surcharge                Business tax and value added tax payable                                                   3%

Land appreciation Tax              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 1 November 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% the proportion of the levy.

 Value-added tax of more than 100% does not exceed 200% of the parts by 50% the proportion of the levy. Value-added

 ratio of more than 200% of the parts is by 60% the proportion of the levy.

       * 2. Enterprise income tax rate is as follows:

                                Items                                                                      Income tax rate

Domestic Enterprises

- enterprises in Shenzhen                                                                                            24%


                                                                  34
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                             (All amounts are stated in RMB Yuan unless otherwise stated)
- enterprises outside Shenzhen                                                                             25%

Enterprises in HK                                                                                        17.50%


            According to the China’s Corporate Tncome 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,

 incomen tax rate was effect from 1 January 2008. for certain enterprises that are entitled to preferential income tax rate

 of 15% before the implementation of the CIT law, the income tax rate applicable will be 18%, 20%, 22%, 24%, 25% in

 2008, 2009, 2010, 2011, 2012 and thereafter respectively.

      IV.    Enterprises combination and the consolidated financial statements


      1.    The informations of subsidiaries are as follows:
 The informations of subsidiaries in mid-2011 are as follows:




                                                             35
                                                      Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                                                   Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                                             (All amounts are stated in RMB Yuan unless otherwise stated)
       (1)      Subsidiaries acquired through new establishment or investment are as follows:
                                                                                                                                       Net
                                                                                                                                                   Net balance of     June 30, 2011      Whether or
                                                                     Registered                                                    Investment
                                                                                                                                                  other investment                      not included
                                                                     capital (in                                                 in subsidiary in
                Name of                                 Registered                                                                                   items to the    Equity    Voting         in
                                           Types                         ten       Nature of business and principal activities       substance
             the Subsidiary                               place                                                                                   subsidiaries(in   holding   rights   consolidated
                                                                      thousand                                                        (in ten
                                                                                                                                                    ten thousand       (%)      (%)       financial
                                                                        Yuan)                                                       thousand
                                                                                                                                                       Yuan)                            statement
                                                                                                                                     Yuan)
                                       Wholly-owned
Shenzhen Petrel Hotel Co. Ltd.                           shenzhen       3,000                         Hotel                          3,000               --           100       100        YES
                                        subsidiary
Shenzhen       City     Property       Wholly-owned
                                                         shenzhen        725                 Property management                      725                --           100       100        YES
Management Ltd.                         subsidiary
Shenzhen Zhen Tung Engineering         Wholly-owned
                                                         shenzhen       1,000      Fitting-out contracting and maintenance           1,000               --           100       100        YES
Ltd                                     subsidiary
Shenzhen      City  We       Gen       Wholly-owned
                                                         shenzhen        800          Construction project management                 800                --           100       100        YES
Construction Management Ltd.            subsidiary
                                       Wholly-owned
Shenzhen City Car Rental Ltd.                            shenzhen       1,029                      Car rental                        1,029               --           100       100        YES
                                        subsidiary
                                       Wholly-owned
Shenzhen Shenfang Car Park Ltd.                          shenzhen       4,250            Develop and operate car park                4,250               --           100       100        YES
                                        subsidiary
Shenzhen City Shenfang Investment      Wholly-owned
                                                         shenzhen       1,000            Investment and management                   1,000               --           100       100        YES
Ltd.                                    subsidiary
Shenzhen City Shenfang Free Trade      Wholly-owned
                                                         shenzhen        500             Trading of Import and export                 500                --           100       100        YES
Trading Ltd.                            subsidiary
Shenzhen City SPG Long Gang            Wholly-owned
                                                         shenzhen       3,000               Property development                     3,000               --           100       100        YES
Development Ltd.                        subsidiary
Shenzhen Special Economic Zone
                                       Wholly-owned      GuangZh
Real Estate (Group) Guangzhou                                           2,000               Property development                     2,000               --           100       100        YES
                                        subsidiary         ou
Property and Estate Co., Ltd.
Beijing fresh peak property
                                       Wholly-owned
development management limited                            BeiJing    US$1,000               operating of Real estate                 7,671               --           100       100        YES
                                        subsidiary
company
 Beijing       SPG          Property   Wholly-owned
                                                          BeiJing        50                  Property management                       50                --           100       100        YES
 Management Limited                     subsidiary
                                       Wholly-owned
Shenzhen ShenWu elebator Co.,Ltd                         shenzhen        350               Elevator sales and service                 350                --           100       100        YES
                                        subsidiary



                                                                                                 36
                                                       Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                                                    Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                                               (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                                                                                              Net
                                                                                                                                                          Net balance of       June 30, 2011           Whether or
                                                                       Registered                                                         Investment
                                                                                                                                                         other investment                             not included
                                                                       capital (in                                                      in subsidiary in
              Name of                                     Registered                                                                                        items to the      Equity      Voting            in
                                            Types                          ten           Nature of business and principal activities        substance
           the Subsidiary                                   place                                                                                        subsidiaries(in     holding     rights      consolidated
                                                                        thousand                                                             (in ten
                                                                                                                                                           ten thousand         (%)        (%)          financial
                                                                          Yuan)                                                            thousand
                                                                                                                                                              Yuan)                                   statement
                                                                                                                                            Yuan)
Shenzhen Lain Hua Industry and           Wholly-owned                                Trading of equipment and provision of renovation
                                                           shenzhen       1,000                                                             1,000               --             100         100           YES
Trading Co. Ltd.                           subsidiary                                                   material
                                         Wholly-owned      HongKo
Fresh Peak Holding Ltd.                                                 HKD100                 Investment and management                   HKD100                    3,134       100       100           YES
                                           subsidiary        ng
                                         Wholly-owned      HongKo
Wellam Ltd.                                                              HKD1                       Investment holding                      HKD1                --             100         100           YES
                                           subsidiary        ng
Shantou SEZ Wellam Fty Bldg.,            Wholly-owned
                                                           ShanTou      US$600                    Property development                     US$600               --             100         100           YES
Dev. Co.                                   subsidiary
                                          Subsidiary of
Great Wall Estate Co., Inc                                   USA         USD50                    Property development                      USD35             10,138            70          70           YES
                                        holding company
                                         Wholly-owned     HongKo
Fresh Peak Holdings Ltd.                                                HKD100                 Investment and management                 HKD100               57,472           100         100           YES
                                           subsidiary       ng
                                         Wholly-owned     HongKo
Skill Elite Ltd.                                                         HKD1                       corporate financing                    HKD1                 --             100         100           YES
                                           subsidiary       ng
                                          Subsidiary of   HongKo
Fresh Peak Investment Ltd.                                              HKD100                     Properties investment                  HKD55                 --              55          55           YES
                                        holding company     ng
                                         Wholly-owned     HongKo
Openice Ltd.                                                            HKD100                 Investment and management                 HKD120                 --             100         100           YES
                                           subsidiary       ng
                                          Subsidiary of   HongKo
Barenie Co. Ltd.                                                         HKD1                      Properties investment                  HKD0.8                --              80          80           YES
                                        holding company     ng
                                         Wholly-owned     HongKo
Keyear Development Ltd.                                                 HKD100                      Investment holding                   HKD100                 --             100         100           YES
                                           subsidiary       ng
Guangzhou Huangpu Xizun real             Wholly-owned     GuangZh
                                                                       HKD3980                    Property development                   HKD3980                --             100         100           YES
estate limited company                     subsidiary       ou
Fresh Peak Real Estate Dev.              Wholly-owned
                                                           WuHan        US$400                    Property development                        US$400                     --          55          55      YES
Construction (Wuhan) Co. Ltd.*①           subsidiary
Shenzhen Shenfang Department             Wholly-owned
                                                           shenzhen       1,000                 Commercial goods supplier                         1,000                  --      100        100           No
Store Co. Ltd.*②                          subsidiary
                                         Wholly-owned
Shenzhen CyberPort Co., Ltd *③                            shenzhen       2,000             Information Technology Advisory                      1,400                   --          70          70       No
                                           subsidiary
Shenzhen      City   SPG     Bao   An   Wholly-owned       shenzhen       2,000                   Property development                           2,000                   --      100        100           No


                                                                                                       37
                                                        Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                                                     Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                                                   (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                                                                                                   Net
                                                                                                                                                               Net balance of      June 30, 2011         Whether or
                                                                           Registered                                                          Investment
                                                                                                                                                              other investment                          not included
                                                                           capital (in                                                       in subsidiary in
             Name of                                          Registered                                                                                         items to the     Equity    Voting            in
                                             Types                             ten          Nature of business and principal activities          substance
          the Subsidiary                                        place                                                                                         subsidiaries(in    holding   rights      consolidated
                                                                            thousand                                                              (in ten
                                                                                                                                                                ten thousand        (%)      (%)          financial
                                                                              Yuan)                                                             thousand
                                                                                                                                                                   Yuan)                                statement
                                                                                                                                                 Yuan)
Development Ltd.*④                        subsidiary

Shenzhen Real Estate Consolidated    Wholly-owned
                                                               shenzhen       1,371           Construction material, consume goods                      596                  --       100       100         No
Service Co., Ltd *⑤                   subsidiary
Shenzhen Shen Fang Industrial        Wholly-owned
                                                               shenzhen        300                 Invest in industrial projects                        450                  --       100       100         No
Development Co., Ltd.*⑥               subsidiary
Shenzhen     Tefa    Real    Estate  Wholly-owned
                                                               shenzhen        221                 Construction and decoration                          818                  --       100       100         No
Consolidated Service Co., Ltd.*⑦      subsidiary
                                  Subsidiary of holding
Bekaton Property Limited *⑧                                   Australia     US$20                    Property Development                               91              1,256         60          60       No
                                        company
Canada Great Wall ( vancouver)        Subsidiary of
                                                               Canada       JOD 0.1                   Property Development                             0.45              8,904         75          75       No
*⑧                                 holding company
                                     Wholly-owned              HongKo                    Property construction and trading of construction
Paklid Limited *⑧                                                          HKD50                                                                        20              1,107       100      100           No
                                       subsidiary                ng                                          materials
Shenzhen        City     Shenfang
                                     Wholly-owned
Construction     and   Decoration                              shenzhen        268                    Construction materials                            268                  --      100      100           No
                                       subsidiary
Materials Ltd *⑨
Shenzhen ZhongGang Haiyan             Subsidiary of
                                                               shenzhen       1,900                    Tourism Restaurant                             1,294                  --        68          68       No
Enterprise Ltd.*⑩                  holding company
Shenzhen Xing Dongfang Store         Wholly-owned
                                                               shenzhen       2,000            Domestic commercial goods supply                       1,850                  --      100      100           No
Ltd.* 11                               subsidiary
                                                               FengKai
Guangdong Province Fengkai Lain                                   in
                                      Subsidiary of holding                                         Manufacturing and trading
Feng Cement Manufacturing Co.,                                 GuangD       US$800                                                                   12,126                  --        90          90       No
                                            company                                                   in cement products
Ltd *12                                                          ong
                                                               Province




                                                                                                          38
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
     *① Fresh Peak Real Estate Dev. Construction (Wuhan) Co. Ltd

     The company holds 100% equity of the corporation through the Subsidiary – fresh peak investment limited which

the company held 55% equity.

     *② Shenzhen Shenfang Department Store Co. Ltd

     The shareholders meeting held on 29 October 2007 passed the resolution to terminate business, liquidation and

formed a group to carry out the liquidation prodecures. The liquidation group issued a notice of liquidation on 7

December 2007. According to the principle of “Enterprise Accounting Standards No.33- the Consolidation Financial

Statement”, the Store will not be included in the company’s consolidated financial statement. The book value of the

investment account of the company is zero.

     *③ Shenzhen CyberPort Co., Ltd

     The shareholders meeting held on 12 May 2008 passed the resolution to terminate business, liquidation and formed

a group to carry out the liquidation prodecures. The liquidation group issued a notice of liquidation on 5 December 2008.

According to the principle of “Enterprise Accounting Standards No.33- the Consolidation Financial Statement”, the

corporation will not be included in the company’s consolidated financial statement. The book value of the investment

account of the company is zero.

     *④ Shenzhen City SPG Bao An Development Ltd.

     The shareholders meeting held on 2009-9-18 passed the resolution to terminate business, liquidation and formed a

group to carry out the liquidation prodecures. According to the principle of “Enterprise Accounting Standards No.33- the

Consolidation Financial Statement”, the Store will not be included in the company’s consolidated financial statement.

     *⑤ Shenzhen Real Estate Consolidated Service Co., Ltd.

     The operating period of this corporation is from 26 January 1983 to 28 August 1999. And this company has ceased

operations for many years. And the corporation had been terminated its licenses by law on 8 Febuary 2002 because of

failing to take part in annual inspection.

     *⑥ Shenzhen Shen Fang Industrial Development Co., Ltd.

     The operating period of this corporation is from 3 October 1993 to 3 October 1998. And this company has ceased

operations for many years. And the corporation had been terminated its licenses by law on 8 Febuary 2002 because

failing to take part in annual inspection.


                                                            39
                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
     *⑦ Shenzhen Tefa Real Estate Consolidated Service Co., Ltd

     The operating period of this corporation is from 7 March 1983 to 14 April 1995. And this company has ceased

operations for many years. And the corporation had been terminated its licenses by law in 2004 because failing to take

part in annual inspection.

     *⑧ Bekaton Property Limited and Paklid Limited

     These 3 subsidiaries were set up overseas in early times. The board of directors passed a resoluction to terminate the

corporations’ business.

     *⑨ Shenzhen City Shenfang Construction and Decoration Materials Ltd

     The operating period of this corporation is from 1 January 1984 to 6 July 2004. And this company has ceased

operations for many years. And the corporation had been terminated its licenses by law on February 8, 2002 because

failing to take part in annual inspection.

     *⑩Shenzhen ZhongGang Haiyan Enterprise Ltd

     The operating period of this corporation is from 16 October 1984 to 16 October 2004. And this company has ceased

operations for many years. And the corporation had been terminated its licenses by law in 1999 because failing to take

part in annual inspection.

     *11○ Shenzhen Xin Dongfang Store Ltd

     The operating period of this corporation is from 7 June 1983 to 7 June 1998. And this company has ceased

operations for many years. And the corporation had been terminated its licenses by law at 10 January 2001 because

failing to take part in annual inspection.

     *12○ Guangdong Province Fengkai Lian Feng Cement Manufacturing Co., Ltd

     The total assets (including tangible and intangible assets) of the corporation were auctioned for debt repayment at

22 January 2006. The company's investment in the company's book value is zero.

     Except for *①, *②, *⑩, the above subsidiaries which are not includedin the company’s cnsolidated financial

statement had ceased operations for many years. And the entities of the corporations didn’t exist. And the company has

no control over its subsidiaries’ businesses. According to the principle of “Enterprise Accounting Standards No.33- the

Consolidation Financial Statement”, the corporation will not be included in the company’s consolidated financial

statement. The book value of the investment account of the company is zero.


                                                            40
                      Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                   Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                  (All amounts are stated in RMB Yuan unless otherwise stated)
       (2)      Subsidiaries acquired through combination under common control

       The company has no any subsidiaries acquired through combination under common control.

       (3)      Subsidiaries acquired through combination under non-common control

                                                                                                                           June 30, 2011       Whether
                                                                                     Net
                                                 Registered                                        Net     balance   of                          or not
                                                                Nature of       investment in
                                                  capital                                          other    investment     Equity              include in
  Registered                        Registered                 business and     subsidiary in
                         Types                    (in ten                                          items     to      the holding      Voting      the
       place                          place                      principal        substance
                                                 thousand                                          subsidiaries(in ten Percentag power        financial
                                                                 activities    (in ten thousand
                                                   Yuan)                                           thousand Yuan)         e (%)               statement
                                                                                   Yuan)


Shan Tou
                      Wholly-own
Special Economic                                                 Property
                           ed        ShanTou     HKD3000                                   2,108                      --    100        100        Yes
Zone Real Estate                                               development
                       subsidiary
Ltd.


       (4)      The company has no any entities special purpose

       The company has no any controlling entities through the way of trustee or leasing.

       2        Minority interests of subsidiaries

                                                                                 Up to June 30, 2011


                           Name                                                    The amount of losses attributed to the minority
                                                   Minority interests            shareholders of a subsidiary exceeds the minority
                                                                                shareholders’ portion of the equity of the subsidiary

               Fresh peak investment limited                -104,535,306.38                                                              --

               Barenie Co. Ltd.                               -2,029,582.32                                                              --
               Great Wall Estate Co., Inc                    -20,955,958.75                                                    -18,426.26
                           Total                            -127,520,847.45                                                    -18,426.26

       3        Changes in the scope of combination in mid-2010

       There are no Changes in the scope of combination in mid-2010.

       V.       Notes to the consolidated and the Company’s financial statements

       1.      Cash at bank and on hand

                                                    June 30, 2011                                                      Dec 31, 2010


                                                                          41
                     Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                   Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                 (All amounts are stated in RMB Yuan unless otherwise stated)
                             Original currency      Exchange                 RMB            Original currency     Exchange                  RMB
                                                    rate                                                           rate

Cash on hand

            RMB                        358,180.21                            358,180.21              393,927.17                              393,927.17

            HKD                         19,888.76          0.8312             16,531.54               10,255.39           0.8514                8,731.85

            USD                          2,000.00          6.4750             12,950.00                2,000.00           6.6252              13,250.40

                                                                             387,661.75                                                      415,909.42

Deposit with banks

            RMB                    354,679,526.08                        354,679,526.08          324,800,743.62                        324,800,743.62

            HKD                     49,351,312.68          0.8312          41,020,811.10          49,511,067.69           0.8514           42,155,703.47

            USD                         74,218.00          6.4750            480,561.55               85,077.73           6.6252             563,656.97

                                                                         396,180,898.73                                                367,520,104.06

 Other monetary funds

            RMB                     12,118,573.40                          12,118,573.40          11,644,185.53                            11,644,185.53

            HKD                        164,974.35          0.8312            137,126.68              164,940.81           0.8514             140,437.20

                                                                           12,255,700.08                                                   11,784,622.73

                                                                         408,824,260.56                                                379,720,636.21

       Other monetary funds are the deposit of mortgage loan the bank asked for the company when the properties buyers
 applied for the mortgage loan from the bank to buy the company’s properities.

       2.      Financial assets held for trading


                                                               June 30, 2011                                       Dec 31, 2010

Stock investment                                                                 10,635.30                                                  97,726.25

Including: Cost                                                                   5,150.00                                                 117,720.00

            Change in the fair value                                              5,485.30                                                 -19,993.75

       3.      Accounts receivable

       (1)The symbol of credit risk identified by customers categories

                                       June 30, 2011                                               Dec 31, 2010

                  Book balance     Proportion % Provision of bad debts      Book balance        proportion % Provision of bad debts

Category 1                    --               --                     --                   --              --                         --

Category 2        36,400,539.10           100.00           18,474,279.11     35,626,757.47            100.00               18,474,279.11

    Total         36,400,539.10           100.00           18,474,279.11     35,626,757.47            100.00               18,474,279.11

       Category 1: refers to accounts receivable with significant individual amount and separate impairment test.
                                                                     42
                        Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                  Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                  (All amounts are stated in RMB Yuan unless otherwise stated)
      Category 2: refers to accounts receivable which is unsignificant indivually but according to the characteristics of the
portfolio after portfolio of risky accounts receivable and separate impairment test.

      The ending balance is mainly constituted by accounts receivables of import and export agency business, house pay
to be collected and engineering construction.

      (2) Refers to accounts receivable which is unsignificant indivually but according to the characteristics of the
portfolio after portfolio of risky accounts receivable and separate impairment test.

                                        Book balance                 Provision of bad debts        Proportion %                          Notes

Receivables of import and
                                                                                                                    A separate provision is established
export agency business                         14,132,195.58                    11,574,556.00               81.90
                                                                                                                    according to the recoverability of each
House pay to be collected                      12,627,965.74                     6,301,854.02               49.90
                                                                                                                    receivales with long aging and little
Engineering        construction
                                                                                                                    retrievability.
funds and others                                9,640,377.78                       597,869.09                6.20

               Total                           36,400,539.10                    18,474,279.11               50.75

       (3) The aging of accounts receivable by categories:

                                                         June 30, 2011                                                  Dec 31, 2010
           Aging                                                              Provision of bad                                                  Provision of bad
                                       Amount             Proportion %                                 Amount            Proportion %
                                                                                   debts                                                             debts

Within 1 year                           3,587,149.04                   9.85                   --        3,734,648.20                    10.48                  --

1 and 2 year                            1,066,682.91                   2.93                   --        2,361,120.75                     6.63                  --

2 and 3 year                            2,329,470.64                   6.40                   --           10,632.02                     0.03                  --

3and 5 year                                  63,964.02                 0.18                   --          356,744.49                     1.00                  --

Above 5 year                           29,353,272.49                  80.64      18,474,279.11         29,163,612.01                    81.86      18,474,279.11

              Total                    36,400,539.10                 100.00      18,474,279.11         35,626,757.47                   100.00      18,474,279.11

      (4) The informations of accounts receivables of the company's top five debtors are as follows:

                   Name                             Relationship                Amount             Proportion %            Aging                     Notes

Individual-Liu Zihua(and so on)                   Un-related party               2,309,255.46               6.34                      Above            *

Daxing Auto Parts Co., Ltd.                       Un-related party               1,888,540.97               5.19                      Above            *

Individual-Wang Weidong                           Un-related party               1,200,000.00               3.30                      Above      *
                                                                                                                                        Account
Shenzhen        Fresh    Peak     Property                                                                                              receivable
                                               Associate investment                                                                     from
Consultant Co.,Ltd
                                                                                 1,133,250.59                3.11          Above 5 year consignment

Individual-Cai guangyao                           Un-related party                 876,864.11               2.41           Above 5 year                *

                   Total                                                         7,407,911.13              20.35

    *The sales price of properties hadn’t called back. The company would call back the money when the owners of the
properties finish the property right certificates.
                                                                           43
                       Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                   Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                               (All amounts are stated in RMB Yuan unless otherwise stated)
    (5)No amount due from shareholders who hold 5% or more of the voting rights of the company is included in the
above balance of accounts receivable.
      (6)Refer to NoteVI.3. (5) or details of the accounts receivables which are due to related parities.
    (7)There were no any accont reciviables which had been accured full or large proporation provisiontransferred
back in this accounting year.
      (8)There were no any acconts receivables which had been terminated recognized.
      (9)There were no any accounting receivable which had been securitization.
      4.       Advance to suppliers
      (1)The aging of advance to suppilers by categories:

                                               June 30, 2011                                              Dec 31, 2010
          Aging
                                   Amount                   Proportion %                       Amount                Proportion %
Within 1 year                          22,948,601.37                     70.29                 19,444,569.63                     72.310
1 to 2 years                            2,252,977.00                         6.90                       530.16                      0.002
2 to 3 years                                         --                        --                           --                         --
Above 3 years                           7,445,451.98                     22.81                  7,445,451.98                     27.688
           Total                       32,647,030.35                    100.00                 26,890,551.77                     100.00

     The balance of advance to suppliers increased by Rmb 5,760 thousand and has an increase of 21.42%. The increase
is due to engineering materials.
      (2)The informations of accounts receivables of the company's top five debtors are as follows:

                                                                              Proportion
                  Name                   Relationship          Amount                           Aging                       Notes
                                                                                    %
                                            Un-related                                         Within 1
 Shenzhen      Foshan         Vanke                                                                       The un-settled prepayment of project
 (Project Material)                          party         15,000,070.01            45.95        year
                                            Un-related                                         Within 1
 Times     Qingcheng         Square                                                                       The un-settled prepayment of project
 (Project Material)                          party          4,023,016.28            12.32        year
KaiPing        FuLiHua      Fashion         Un-related                                         Above 3 The un-settled prepayment of import and
Co.,Ltd                                      party          1,570,000.00                4.81    years     export business
Hainan         Vanke      Hi-zhiyuan        Un-related                                         Within 1
                                                                                                          The un-settled prepayment of project
(Project Material)                           party          1,418,197.00                4.34     year
ShangQiu City QiuGe Mao Rong                Un-related                                         Above 3 The un-settled prepayment of import and
 Co.,Ltd                                     party          1,263,486.10                3.87    years     export business

                  Total                                   23,274,769.39             71.29

      (3)No amount due from shareholders who hold 5% or more of the voting rights of the company are included in

the above balance of advance suppilers.

      (4)No amount due from related parties is inclued in the above balance of advance suppilers.




                                                                        44
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                              (All amounts are stated in RMB Yuan unless otherwise stated)
     5.      Other receivables

     (1)The symbol of credit risk identified by customers categories

                                         June 30, 2011                                                Dec 31, 2010

                             Book          Proportion       Provision of               Book            Proportion     Provision of
                            balance               %          bad debts                 balance             %            bad debts

Category 1                154,398,267.51           69.04    149,265,573.52        154,398,267.51             68.28    149,265,573.52

Category 2                 69,227,456.15           30.96     29,340,438.24            71,742,683.76          31.72      29,340,438.24

         Total            223,625,723.66          100.00    178,606,011.76        226,140,951.27           100.00     178,606,011.76


     Category 1: refers to other receivable with significant individual amount and separate impairment test.

     Category 2: refers to other receivable which is unsignificant indivually but according to the characteristics of the

portfolio after portfolio of risky accounts receivable and separate impairment test.

     The ending balance is mainly constituted by other receivables between subsidiares that are not concluded in

consolidated statement. A provision for impairment of the receivable is established at the difference between the carrying

amount of the receivable and the recoverable amount for accounts receivable with long aging and little retrievability.

     (2) Refers to other receivable which is unsignificant indivually but according to the characteristics of the portfolio

            after portfolio of risky accounts receivable and separate impairment test.




                                                                     Provision of          Proportion
                                             Book balance                                                                  Notes
                                                                          bad debts              %

Other receivables between subsidiares                                                                     A separate provision is established
that are not concluded in consolidated                                                                    according to the recoverability of each
statement                                         9,598,942.50            9,375,225.50           97.67 receivales with long aging and little

Others                                         59,628,513.65            19,965,212.74            33.48 retrievability

                  Total                        69,227,456.15            29,340,438.24            42.38

     (3)The aging of accounts receivable by categories:

                                         June 30, 2011                                               Dec 31, 2010
         Aging                           Proportion        Provision of                                Proportion     Provision of
                           Amount                                                     Amount
                                              %             bad debts                                      %            bad debts

Within 1 year             4,207,278.54            1.88                     --         7,128,913.14             3.15                  --

1 and 2 year              2,164,084.49            0.97                     --         6,188,309.32             2.74                  --
                                                                        45
                     Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                  Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                              (All amounts are stated in RMB Yuan unless otherwise stated)
 2 and 3 year            5,658,110.72           2.53                  --        1,690,204.51                 0.75                     --

 3and 5 year             1,737,901.51           0.78                  --        2,550,351.80                 1.13                     --

 Above 5 year          209,858,348.40          93.84    178,606,011.76       208,583,172.50             92.23         178,606,011.76

        Total          223,625,723.66         100.00    178,606,011.76       226,140,951.27            100.00         178,606,011.76


       (4)The informations of accounts receivables of the company's top five debtors are as follows:

                         Name                              Relationship                     Amount                  Proportion %            Aging

 Canada Great Wall( Vancouver) Co.,Ltd *                    Subsidiary                       89,035,748.07                    39.81        Above 5 years

  Paklid Limited *                                          Subsidiary                       18,946,689.75                     8.47        Above 5 years

 Bekaton property Limited *                                 Subsidiary                       12,559,290.58                     5.62        Above 5 years

 Guangdong province Huizhou Luofu Hill mineral
                                                          Joint venture                                                                    Above 5 years
 water Co.,Ltd                                                                               10,465,168.81                     4.68
 Luofu Hill Travelling Corporation                       Un- related party                    9,600,000.00                     4.29        Above 5 years

                        Total                                                               140,606,897.21                    62.88

       * The above subsidiaries were not included in the company’s consolidated financial statement. Refer to Note IV.1.

 (1) for details.

       (5)No amount due from shareholders who hold 5% or more of the voting rights of the company is included in the

 above other receivables.

       (6)Refer to NoteVI. 3. (5) for details of the other receivables which are due from related parities.

       (7)There were no any accont reciviables which had been accured full or large proporation                        provisionl transferred

 back in this accounting year.

       (8)There were no any other receivables written-off in this accounting year.

       (9)There were no any other receivables which had been terminated recognized in the accounting year.

       (10)There were no any other receivables which had been Securitization in the accounting year.

       6.      Inventories

       (1)Inventories classified by category

                                                           June 30, 2011                                Dec 31, 2010

                                                       Amount              Provision              Amount                  Provision

Real estate developed products                    439,979,327.13                       --       583,563,384.20            771,196.00

Real estate developing products                 1,231,793,005.70        47,584,499.31           430,337,926.63         47,584,499.31

Real estate which are going to be developed       470,448,048.99                       --     1,215,632,063.00                        --
                                                                   46
                        Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                  (All amounts are stated in RMB Yuan unless otherwise stated)
Raw materials                                              829,153.09                      --             858,631.86                     --

Finished products                                          621,570.18             278,891.91              584,324.05          278,891.91

Low-value consumable products                               14,705.53                      --               44,640.76                    --

Construction in progress                                62,835,113.88                      --          42,552,323.21                     --

                      Total                           2,206,520,924.50          47,863,391.22        2,273,573,293.71      48,634,587.22


       (2)Provision

                                                                                        Redutions
                                       Dec 31, 2010       Additions                                                     June 30, 2011
                                                                            Transferred back         Written-off

  Finished products                     278,891.91                    --                        --            --          278,891.91
  ShuiYunTianYa, MingYuan             47,584,499.31                   --                        --            --        47,584,499.31
  HuaMin Building                       771,196.00                    --                        --   771,196.00                    --
                Total                 48,634,587.22                   --                        --   771,196.00         47,863,391.22

       The amount written-off is due to selling of HuaMin Building.

       (3)Real estate developed products


                                        Finished time      Dec 31, 2010            Additions           Redutions         June 30, 2011

  Jinye Island villa No.1                   1996            1,847,882.72              7,101.00                     --     1,854,983.72
  Jinye Island Multi-tier villa             1997          36,637,324.65                         --       126,889.14      36,510,435.51
  Jinye Island villa No.6                   2007          34,471,819.41                         --    10,315,571.69      24,156,247.72
  Jinye Island villa No.7                   2007            7,255,236.88                        --     3,685,349.77       3,569,887.11
  Jinye Island villa No.9                   2009           41,011,242.53          3,195,260.32        13,603,698.50      30,602,804.35
  Jinye Island villa No.10                  2010         364,293,126.50           6,563,118.92       100,369,684.16     270,486,561.26
  Jinye Island villa No.11                  2008          35,416,795.47              66,455.63        10,710,050.61      24,773,200.49
  HuangPuXinChun No.1                       1994             121,283.88                         --                 --       121,283.88
  HuangPuXinChun No.2                       2007            5,283,181.34                        --       424,197.04       4,858,984.30
  HuaMin Building                                           1,725,534.83                        --     1,725,534.83                 --
  HuaFeng Building                          2000            1,631,743.64                        --                 --     1,631,743.64
  XingHu Garden Multi-tier                  2003             248,384.29                         --                 --       248,384.29
  XingHu Garden No.8                        2005            9,988,789.21                        --                 --     9,988,789.21
  BeiJing Fresh Peak Buliding                                671,820.67                         --                 --       671,820.67
  JiaoHu Roan Cyber Shop                                    2,045,172.56            106,748.17                     --     2,151,920.73
  Wenjin warehouse 1-5 floor                              13,453,649.46              54,246.15                     --    13,507,895.61
  Hujing building 2-4 floor                                12,616,011.52                        --    12,616,011.52                 --
  Real Estate building                                     11,025,444.77                        --                 --    11,025,444.77
  Wenjing Garden                                            3,818,939.87                        --                 --     3,818,939.87

                                                                           47
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                             (All amounts are stated in RMB Yuan unless otherwise stated)
                                  Finished time        Dec 31, 2010         Additions          Redutions        June 30, 2011

                Total                             583,563,384.20          9,992,930.19      153,576,987.26     439,979,327.13

      (4)Real estate developing products

                                       Starting time        Finished time                Dec 31, 2010           June 30, 2011

  DongHuDiJing Building                                                                 131,828,661.29        131,926,363.51
  Jinye Island villa No.10                2008                 2010                                    --                     --
  ShanTou JinHu Road Project              2008                                           53,912,169.04         56,708,689.88
  ShuiYuTianYa, MingYuan                  2007                                          223,098,533.75        238,600,780.14
  ShanTou Fresh Peak Building                                                            21,498,562.55         21,730,548.76
  Shenfang Yufu                                                                                        --     782,826,623.41
                  Total                                                                 430,337,926.63       1,231,793,005.70

      The capitalisation amount of loans was Rmb 24,944,603.36 this accounting year. And last year was Rmb

 8,190,000.00.

      (5)Real estate which are going to be developed

                                       Dec 31, 2010               Additions               Reductions          June 30, 2011

GuangMing New District project          1,215,632,063.00              1,637,947.18      746,821,961.19         470,448,048.99
               Total                    1,215,632,063.00              1,637,947.18      746,821,961.19         470,448,048.99

      The company bought the land-use right of Shenzhen GuangMing New District whose number were A510-0131,

 A511-0025 through the listing transferring mode. The total land remise fund is 1.2 billion. And the company had paid

 50% of the fund on 9 September 2009. And the remaining fund had be paid for in 2010. The total area of the land is

 90,737.09 square meter. FAR is 2. The total construction area is 181,470.00 square meter. The project of New District

 No.A510-0131 has been being developed since February 2011 and an amount of RMB 746,821,961.19 was transferred

 to Real estate developing products.




                                                                   48
                                                  Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                                                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                                            (All amounts are stated in RMB Yuan unless otherwise stated)
 7.       Long-term equity investments

 (1)The informations of Long-term equity investments are as follows:

                                                                                                                                                                 The
                                  Measured        Investment                                                   Proportion    Voting right   Dividend                            Accumulated
      Name of investees                                          Dec 31, 2010    Movement     June 30, 2011                                                provisionaccrued
                                   method            cost                                                         (%)            (%)        in cash                              provision
                                                                                                                                                               this year

 1.Associate investment

Shenzhen Ronghua JiDian
                                Equity method     1,250,000.00    1,604,690.04   -75,000.00    1,529,690.04             25             25   75,000.00                      --    1,076,954.64
Co.,ltd

Shenzhen      Fresh     Peak
property          consultant    Equity method       600,000.00              --           --               --            20             20             --                   --                 --

Co.,Ltd

Shenzhen               runhua
                                Equity method     1,445,425.56    1,445,425.56           --    1,445,425.56             50             50             --                   --    1,445,425.56
automobile trading Co.,Ltd

Shenzhen Dongfang New
                                Equity method    15,000,000.00              --           --               --            50             50             --                   --                 --
world store Co.,Ltd

 2.Joint              venture
 investment

  Guangdong        province
 Huizhou      Luofu      Hill   Equity method     9,969,206.09    9,969,206.09           --    9,969,206.09    Cooperation   Cooperation              --                   --    9,969,206.09
 mineral water Co.,Ltd

 Fengkai Xinhua Hotel           Equity method     9,455,465.38    9,455,465.38           --    9,455,465.38    Cooperation   Cooperation              --                   --    9,455,465.38

Jiangmen     Xinjian     Real
                                Equity method     9,037,070.89    9,037,070.89           --    9,037,070.89    Cooperation   Cooperation              --                   --      912,537.16
Estate Co. Ltd.

Xian Fresh Peak Building        Equity method    32,840,729.61   32,840,729.61           --   32,840,729.61    Cooperation   Cooperation              --                   --   20,673,831.77


                                                                                              49
                                                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                                                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                                             (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                                                                                                                    The
                                   Measured        Investment                                                   Proportion     Voting right    Dividend                               Accumulated
    Name of investees                                             Dec 31, 2010    Movement    June 30, 2011                                                   provisionaccrued
                                    method            cost                                                         (%)             (%)         in cash                                 provision
                                                                                                                                                                  this year

Co. Ltd.

DongYi Property Co.,Ltd          Equity method    30,376,084.89   30,376,084.89         --    30,376,084.89     Cooperation    Cooperation               --                   --      21,225,715.87

 3.other               equity
 investment:

Shenzhen       Shen      Fang
 Industrial    Development       Cost method       4,500,000.00    4,500,000.00          --    4,500,000.00              100             100             --                      --    4,500,000.00
 Co., Ltd

Shenzhen         ZhongGang
                                 Cost method      12,940,900.00   12,940,900.00          --   12,940,900.00               68              68             --                      --   12,940,900.00
 Haiyan Enterprise Ltd.

Shenzhen      Real      Estate
 Consolidated          Service   Cost method       5,958,305.26    5,958,305.26         --     5,958,305.26              100             100             --                   --       5,958,305.26
 Co., Ltd.

Paklid Limited                   Cost method         201,100.00     201,100.00          --         201,100.00            100             100             --                   --         201,100.00

Bekaton Property Limited         Cost method         906,630.00     906,630.00          --         906,630.00             60              60             --                   --         906,630.00

Canada        Great      Wall
                                 Cost method           4,526.25              --         --                 --             75              75             --                   --                    --
 (Vancouver) Co.,Ltd

 Shenzhen       Tefa     Real
 Estate        Consolidated      Cost method       8,180,003.63    8,180,003.63         --     8,180,003.63              100             100             --                   --       8,180,003.63
 Service Co., Ltd.

 Shenzhen Xin Dongfang
                                 Cost method      18,500,000.00   18,500,000.00         --    18,500,000.00              100             100             --                   --      18,500,000.00
 Store Ltd.

 Shenzhen City Shenfang          Cost method       2,680,000.00    2,680,000.00         --     2,680,000.00              100             100             --                   --       2,680,000.00


                                                                                              50
                                                 Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                                               Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                                           (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                                                                                                                   The
                                  Measured       Investment                                                    Proportion     Voting right    Dividend                            Accumulated
       Name of investees                                        Dec 31, 2010     Movement     June 30, 2011                                                  provisionaccrued
                                   method           cost                                                          (%)             (%)         in cash                               provision
                                                                                                                                                                 this year

 Construction              and
 Decoration Materials Ltd.

 Shenzhen            Shenfang
 Department       Store    Co.   Cost method    10,000,000.00    10,000,000.00           --    10,000,000.00            100             100             --                   --    10,000,000.00
 Ltd.

 Shenzhen CyberPort Co.,
                                 Cost method    14,000,000.00     7,613,507.96           --     7,613,507.96             70              70             --                   --                 --
 Ltd

YunNan KunPeng Flight
                                 Cost method     5,464,240.74     5,464,240.74           --     5,464,240.74             25              25             --                   --                 --
service Co.,Ltd

ShenZhen             ShenFang
 BaoAn                           Cost method    20,000,000.00    20,379,525.68           --    20,379,525.68            100             100             --                   --                 --
 developmentCo.,Ltd

Shantou       Fresh       Peak
                                 Cost method    68,731,560.43    58,547,652.25           --    58,547,652.25            100             100             --                   --    58,547,652.25
 Building

Guangdong             Province
 Fengkai      Lain        Feng
                                 Cost method   121,265,000.00    56,228,381.64           --    56,228,381.64             90              90             --                   --    56,228,381.64
 Cement      Manufacturing
 Co., Ltd.

             Total                             403,306,248.73   306,828,919.62   -75,000.00   306,753,919.62                                  75,000.00                      --   243,402,109.25




                                                                                               51
                            Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                       Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                       (All amounts are stated in RMB Yuan unless otherwise stated)
             (2)Impairment provision for Long-term equity investment are as follows:

                                                                                                                         Reductions
                           Name of investees                          Opening balance         Additions                                               Closing balance
                                                                                                               Transferred back    Written-off

Shenzhen ronghua JiDian Co.,ltd                                               1,076,954.64                --                  --                 --       1,076,954.64

Shenzhen Shen Fang Industrial Development Co., Ltd                            4,500,000.00                --                  --                 --       4,500,000.00

 henzhen 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                  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                    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 Property( measured according to the cost model)


                                                      Dec 31, 2010                Additions           Reductions                   June 30, 2011

           Original cost

           Buildings                                       749,156,283.42                      --               265,177.00             748,891,106.42

           Land-use right                                  102,118,653.11                      --              2,367,539.87             99,751,113.24

                            total                          851,274,936.53                      --              2,632,716.87            848,642,219.66

           Accumulated depreciation

           Buildings                                       223,223,354.26         10,495,091.70                 158,428.83             233,560,017.13

           Land-use right                                              --                      --                        --                              --

                            total                          223,223,354.26         10,495,091.70                 158,428.83             233,560,017.13
                                                                             52
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                              (All amounts are stated in RMB Yuan unless otherwise stated)
   Provision for impairment losses

   Buildings                                  14,128,544.62                      --                     --          14,128,544.62

   Land- use right                            83,813,543.52                      --       1,943,150.44              81,870,393.08

                     total                    97,942,088.14                      --       1,943,150.44              95,998,937.70

   Book value

   Buildings                                 511,804,384.54                                                        501,202,544.67

   Land-use right                             18,305,109.59                                                         17,880,720.16

                     Total                   530,109,494.13                                                        519,083,264.83


     The amount of current year deprication is Rmb 10,495,091.70, compared with Rmb 11,070,734.92 last year.

     There was no any provision for impairment losses accured in this accounting year.

     The reduaction of Original cost and Accumulated depreciation of building is mainly due to sales. The amount of

building’s reductions of orginal cost is Rmb 265,177.00. And the amount of Accumulated depreciation is Rmb

158,428.83.

     The reductions of land use right’s orginal cost and provision for impairment losses due to the change of rate used in

translation of foreign currencies.

     Among the investment property, Rmb 436,495,488.21 of net book value of buliding was used as mortgage for the

company’s short-term/long-term loans. Refer to Note V.15 for details.

     9.    Fixed assets and Accumulated depreciation


                                            Dec 31, 2010            Additions         Reductions             June 30, 2011

    Cost
    Buildings                                 117,201,722.56                    --                 --         117,201,722.56
    Transport equipment                        19,453,567.83          703,027.77        2,550,000.00           17,606,595.60
    Electronic equipment and others            13,873,179.44          606,599.20         179,439.85            14,300,338.79

                      Total                   150,528,469.83        1,309,626.97        2,729,439.85          149,108,656.95

    Accumulated depreciation
    Buildings                                  63,052,074.46        1,698,171.54                   --          64,750,246.00
    Transport equipment                        12,947,351.97          939,736.05        2,435,000.00           11,452,088.02
    Electronic equipment and others             9,870,803.40          342,814.83          43,255.50            10,170,362.73

                  Total                        85,870,229.83        2,980,722.42        2,478,255.50           86,372,696.75
     Provision for impairment loss

    Electronic equipment and others              131,727.96                     --       131,727.96                          --
                                                               53
                  Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                             (All amounts are stated in RMB Yuan unless otherwise stated)
    Net book value
    Buildings                                    54,149,648.10                                                       52,451,476.56
    Transport equipment                           6,506,215.86                                                        6,154,507.58
    Electronic equipment and others               3,870,648.08                                                        4,129,976.06

                    Total                        64,526,512.04                                                       62,735,960.20

     As at June 30, 2011, net book value Rmb 29,105,780.13 of the Buildings was used as the short-term/long-term

loans’ mortgage (includin the long-term loans).      Refer to Note V.15 for details.

     There are no any temporary idle fixed assests.

     There are no any fixed assests acquired by financial leasing in the accounting year.

     There are no any fixed assets leased out through operating leasing way.

     There are no any fixed assests held for sale.

     10. Construction in progress


                                           June 30, 2011                                        Dec 31, 2010

                            Book balance    Provision for         Net book            Book      Provision for          Net book

                                           impairment loss          value            balance   impairment loss           value

Elevator renovation         1,559,860.00                    --   1,559,860.00    520,000.00                     --    520,000.00

     The increase of Construction in progress is due to sightseeing elevator renovation of Shenzhen Petrel Hotel Co. Ltd.

     11. Intangible assets


                                             Dec 31, 2010           Additions           Amortization        June 30, 2011

Original cost

Software                                           536,000.00                   --                     --             536,000.00

Taxi license                                     6,368,000.00                   --                     --            6,368,000.00

                  Total                          6,904,000.00                   --                     --            6,904,000.00

Accumulative amortization

Software                                           134,133.33           53,599.98                      --             187,733.31

Taxi license                                       556,600.00           83,790.00                      --             640,390.00

                  Total                            690,733.33          137,389.98                      --             828,123.31

Net value
                                                                  54
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
               Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                             (All amounts are stated in RMB Yuan unless otherwise stated)
                                              Dec 31, 2010            Additions           Amortization          June 30, 2011

Software                                           401,866.67                     --                     --           348,266.69

Taxi license                                      5,811,400.00                    --                     --          5,727,610.00

                   Total                          6,213,266.67                    --                     --          6,075,876.69
Provision for impairment loss                                                     --                     --                     --
                                                             --

Book value

Software                                           401,866.67                                                         348,266.69

Taxi license                                      5,811,400.00                                                       5,727,610.00

                   Total                          6,213,266.67                                                       6,075,876.69

     12. Long-term deferred and prepaid expenses


                                                                                       Amortization           Accumulative
                            Original cost     Dec 31, 2010        Additions                                                     June 30, 2011
                                                                                       Current year            amortization

Decoration costs               2,271,464.98    202,456.50         462,824.74                124,216.10        1,730,399.84           541,065.14

     13. Deferred tax assets

     The deferred tax asset which were already recognized


                                                                         June 30, 2011                              Dec 31, 2010
Assests impairment provision                                                             11,896,124.83                        11,896,124.83

Employee benefits payable                                                                  834,104.90                                834,104.90

Unused operating losses against tax                                                       5,026,369.99                          5,026,369.99

                            Total                                                       17,756,599.72                         17,756,599.72




                                                                    55
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                (All amounts are stated in RMB Yuan unless otherwise stated)
      14. Impairment provision of assets


                                                                                                Reductions
                                              Dec 31, 2010            Additions                                               June 30, 2011
                                                                                       Transferred back        Written-off
Provision for bad debts                          197,080,290.87                   --                      --             --     197,080,290.87
Inventories impairment provision                  48,634,587.22                   --                      --    771,196.00       47,863,391.22
Long-term equity investment
                                                 243,402,109.25
impairment provision                                                              --                      --             --     243,402,109.25
Investment       property   impairment
                                                  97,942,088.14
provision                                                                         --         1,943,150,44                --      95,998,937.70
Fixed assets impairment provision                      131,727.96                 --                      --    131,727.96                    --

                  Total                          587,190,803.44                   --         1,943,150,44       902,923.96      584,344,729.04

      The variation of impairment provision of assets is due to the change of rate used in translation of foreign currencies.

 Transferrence back of inventoris is caused by selling of inventories.

      15. Restrictions on the ownership of assets

                                                                                                                      Book value on June 30,
                                                          Items                            Mortagage period
                                                                                                                               2011

 Deposits with bank                  Other monetary funds                                          *                              8,723,604.37

 Inventories(work in process)        ShuiYunTianYa, MingYuan land-use right                 2009.12.08-2012.12.07               121,416,542.78

 Investment Property                 ShenFang Square                                        2009.03.30-2020.06.01               282,544,497.82

 Investment Property                 Petrel Building                                        2010.06.03-2020.06.01                81,211,530.13

 Investment Property                 GuoShang North 2 floor                                 2007.05.29-2017.05.29                72,739,460.26

 Investment Property                 Real estate Building 5-6 floor                         2010.11.26-2013.11.26                 7,492,175.18

 Fixed assests                       ShenFang Square 46-48 floor                            2010.08.23-2013.11.26                29,105,780.13

                 Total                                                                                                          603,233,590.67

      * Other monetary funds of the Company is the security deposit that the company provided when properties

 purchaser apply mortgage. Types consist in full security and Periodical security. Periodically to ensure security of the

 guarantee period from the effective date of the contract until the buyers who purchased homes in the "real estate license,"

 registration process is completed and the mortgage bank completed and delivered the date of the Executive Management;

 the perido of full security guarantees from the effective date until the date of expiry of the loan contract.

      The restrictions on the ownership of assets mentioned above, except for other monetary funds, were used as

 mortgage when the company borrowed money form the bank and related parities.


                                                                      56
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                             (All amounts are stated in RMB Yuan unless otherwise stated)
      16. Short-term borrowings


                    Nature                                 June 30, 2011                                   Dec 31, 2010

 Mortgage borrowings                                                                  --                                               --

 Credit borrowing                                                          10,000,000.00                                   14,800,000.00

                    Total                                                  10,000,000.00                                   14,800,000.00

      The short-term borrowings were comprehensive credit loans by Shenzhen Zhen Tung Engineering Ltd from

 Shenzhen branch of China CITIC Bank. The loan interest rate is 6.94%.

      The company didn’t fail repaid any due short-term borrowings.

      17. Accounts payable

                                                           June 30, 2011                                   Dec 31, 2010

 Accounts payable                                                        198,874,246.99                               228,580,780.82

      (1)The balance of accounts payable whose aging is more than 1 year is mostly the un-billing construction fee.

      (2)No amount due to shareholders who hold 5% or more of the voting rights of the comanpy is included in the

 above balance of AP.

      (3)No amount due to related parities is included in the above balance of AP.

      18. Advance from customers

      The aging analysis of the company’s accounts receivable is as follow:

                                       June 30, 2011                                          Dec 31, 2010
     Aging
                              Amount                   Proportion%                  Amount                   Proportion %

Within 1 year                  341,338,245.65                    94.29                 374,655,230.80                      94.77

Above 1 year                    20,677,040.09                     5.71                     20,677,040.09                    5.23

      Total                    362,015,285.84                   100.00                 395,332,270.89                     100.00

      (1)The balance whose aging were more than 1 year were mostly the import and export agency business payment

 which havn’t settle with the clients.

      (2)No amount due to shareholders who hold 5% or more of the voting rights of the comanpy is included in the

 above balance .


                                                                 57
                            Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                         Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                       (All amounts are stated in RMB Yuan unless otherwise stated)
                (3)No amount due to related parities is included in the above balance.

                At June 30, 2011,the main items of Advances from customers are as follow:

                         Items                     Dec 31, 2010                June 30, 2011                 Situation                Aging

         Jinye Island villa No. 6                           11,917,000.00              26,401,448.00         Completed           Within 1 year

         Jinye Island villa No. 7                            9,884,697.00                  2,556,128.00      Completed           Within 1 year

         Jinye Island villa No. 9                           18,447,800.00            9,724,100.00            Completed           Within 1 year

         Jinye Island villa No. 10                         268,200,985.00             193,817,912.78         Completed           Within 1 year

         Jinye Island villa No. 11                          10,502,424.00              23,254,591.00         Completed           Within 1 year

                         Total                             318,952,906.00             255,754,179.78

                19. Employee benefits payable


                                                                    Dec 31, 2010                 Additions               Reductions           June 30, 2011
Wages , bonuses, allowances and subsidies                              25,232,951.02              34,860,762.55            39,054,254.76         21,039,458.81

Staff welfare                                                                         --            3,159,008.22            2,505,337.58            653,670.64

Social securities                                                       9,322,472.58                5,101,250.12            6,227,936.78          8,195,785.92

   including:Pension insurance                                         1,486,464.08                2,808,256.55            2,767,643.05          1,527,077.58

                 Medical insurance                                      1,103,073.77                1,016,137.46            1,024,642.88          1,094,568.35

                 Unemployement insurance                                              --             101,456.58               97,837.75               3,618.83

                 Employement injury insurance                                         --              49,674.44               46,069.02               3,605.42

                 Maternity insurance                                                  --             104,564.32              104,564.32                       --

                 Housing Fund                                           6,732,934.73                1,021,160.77            2,187,179.76          5,566,915.74
Labor union and employee education funds                                    648,702.37              1,027,012.36             892,703.20             783,011.53

Compensation        to   employees     for   termination    of
                                                                        4,107,675.39
employment relationship                                                                              305,156.00              859,599.74           3,553,231.65

Others                                                                       27,000.00              1,571,577.69            1,598,577.69                      --

                              Total                                    39,338,801.36              46,024,766.94            51,138,409.75         34,225,158.55

                (1)No amount’s nature of the employee benefits payable were arrears of wage.

                (2)The nature of Labor union and employee education funds was monetary benefits.

                20. Taxes payable


                                                                                                    June 30, 2011                 Dec 31, 2010

          Value added tax (“VAT”)                                                                        -4,850,020.20                   -4,293,362.47
                                                                                58
                  Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
 Business tax                                                                    -16,488,960.94              -15,541,233.94

 Construction tax                                                                  -825,360.27                  -217,617.34

 Education surcharge                                                               -370,560.34                  -134,881.85

 Embankment Protection Fee                                                         -242,042.03                  -227,106.05

 Property tax                                                                     1,728,894.02                 1,772,048.29

 Land value added tax                                                             -9,244,225.76               -2,124,986.64

 Corporate Income tax                                                             1,638,366.84                 6,490,711.85

 Personal income tax                                                                413,822.10                  484,123.71

 Others                                                                            -246,179.93                  458,846.00

                                Total                                            -28,486,266.51              -13,333,458.44


     The balance of taxes payable decreased by Rmb 15,150 thousands, 113.64%. The decrease due to that the business

tax surcharges of JinYe Island project is prepaid in 5% and Land value added tax according to the advance aggregated

sales price.

     21. Interests payable


                                                                         June 30, 2011                 Dec 31, 2010

Shenzhen Investment Shareholding Co.,Ltd                                        16,535,277.94               16,535,277.94

                               Total                                             16,535,277.94               16,535,277.94

     Please refer to Note VI.3. (2) for details of loans borrowed from the company’s controlling shareholder - Shenzhen

Investment Shareholding Co.,Ltd.

     And the balance of interests payable due to Shenzhen Investment Shareholding Co.,Ltd. were accured from the

loans borrowed from 2007 to 2010.

     22. Other payables

                                                       June 30, 2011                        Dec 31, 2010
Other payables                                                  291,100,971.96                       302,144,393.62

     (1)The information of other payables due to shareholders who hold 5% or more of the voting rights of the

company are is as follows:

                                                June 30, 2011     Dec 31, 2010           Nature of other payables
Shenzhen Investment Holdings Co., Ltd.        63,848,819.24      65,848,819.24            Loans and guarantee fees



                                                          59
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
     (2)The amount whose aging were more than 1 year are mostly loans borrowed form related parities,

correspondent fund and leasing deposit.

     (3)Please refer to Note VI.3. (2) for details of the amount owed to related parties.

     23. Non-current liabilities within one year



                                                             June 30, 2011                    Dec 31, 2010

Long-term loans within one year

Mortgage loans                                                        60,077,571.34                  29,423,411.10

                        Total                                         60,077,571.34                  29,423,411.10

      (1) The company didn’t fail to repay the due long-term loans in the accounting year.

     (2)The lenders of long-term loans are as follows:




                                                            60
                  Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                            (All amounts are stated in RMB Yuan unless otherwise stated)


                   lender                           Maturity Date      Currency         Rate(%)             June 30, 2011

Shenzhen Rural Commercial Bank                       2011.12.20          RMB                     5.40                12,000,000.00

ShangHai PuDong Development Bank
                                                     2011.12.20          RMB                     5.40
ShenZhen Branch                                                                                                      36,500,000.00

Nanyang     Commercial       Bank      shenzhen
                                                     2011.12.20          RMB                     5.40
Branch                                                                                                                5,857,571.34

Industrial and Commercial Bank of China
                                                     2011.12.20          RMB                     4.86
Shenzhen Branch                                                                                                       5,720,000.00

                    Total                                                                                            60,077,571.34

     24. Long-term Borrowings

                        Loans conditions                                    June 30, 2011                     Dec 31, 2010

Mortgage loans                                                                       573,427,025.34                 386,126,531.44

Guarantee loans                                                                      500,000,000.00                 700,000,000.00

                               Total                                                1,073,427,025.34              1,086,126,531.44

Including.:non-current liability within one year                                     60,077,571.34                  29,423,411.10

            long term loans                                                         1,013,349,454.00              1,056,703,120.34

     The informations for the ending balance of long-term loans owed to each lender are as follows:

                      Lender                            Currency         June 30, 2011           Conditions      Maturity Date

Shenzhen Rural Commercial Bank Shangbu Branch              RMB               106,000,000.00      Mortgage          2013.11.26

Shenzhen Rural Commercial Bank Shangbu Branch              RMB                 95,000,000.00     Mortgage         2013.08.23

Nanyang Commercial Bank shenzhen branch                    RMB                 40,147,025.34     Mortgage         2017.05.29

ShangHai Bank Shenzhen Branch*                             RMB               500,000,000.00 Guaranteed            2012.12.07

ShangHai PuDong Development Bank
                                                           RMB                                   Mortgage         2012.03.29
ShenZhen Branch                                                                38,000,000.00

Industrial and Commercial Bank of
                                                           RMB                                   Mortgage         2020.06.01
 China Shenzhen Branch                                                         94,280,000.00

Bank of Communciation ShanTou Branch                       RMB               200,000,000.00      Guaranteed       2012.08.03

                       Total                                                1,073,427,025.34

     * The loans borrowed from ShangHai Bank Shenzhen Branch were guaranteed by the company’s controlling

shareholder – Shenzhen Investment Holdings Co., Ltd. And the company provided counter-guarantee mortgage with

ShuiYunTianYa, MingYuan land-use right.           Refer to Note V.15 for details.




                                                                  61
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                             (All amounts are stated in RMB Yuan unless otherwise stated)
     25. Long-term payable



                                                        June 30, 2011                                   Dec 31, 2010

Maintenance fund                                                    10,486,005.46                                       9,779,108.83

     26. Share capital



                                            Dec 31, 2010           Additions               Reductions                June 30, 2011

Total shares                                  1,011,660,000                      --                        --          1,011,660,000

     27. Capital reserve



                                         Dec 31, 2010          Additions              Reductions           June 30, 2011

Share 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


     28. Surplus reserve



                                           Dec 31, 2010            Additions              Reductions               June 30, 2011

 Reserve fund                                  4,974,391.15                      --                        --           4,974,391.15

     29. Retained Earnings



                                           Dec 31, 2010            Additions              Reductions               June 30, 2011

      Retained Earnings                     -577,169,009.54         64,300,859.86                          --        -512,868,149.68


     30. Minority Interest


                                                 Proportion of minority
               Name of investees                                                      June 30, 2011              Dec 31, 2010
                                                    shareholdings %

Fresh Peak Investment Ltd.                                                 45            -104,535,306.38             -104,535,306.38

Barenie Co. Ltd.                                                           20              -2,029,582.32               -2,029,582.32

Great Wall Estate Co., Inc                                                 30             -20,955,958.75              -21,520,509.77

                    Total                                                                -127,520,847.45             -128,085,398.47
     31. Turnover and cost of sales



                                                              62
                     Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                   Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                (All amounts are stated in RMB Yuan unless otherwise stated)
         (1)   Turnover and cost of sales


                                                                    1-6/2011                                       1-6/2010

 Core operating income                                                         551,316,796.94                                 514,325,139.40

 Other operating income                                                          2,603,007.03                                   4,501,552.67

 Gross Income                                                                  553,919,803.97                                 518,826,692.07

 Cost of sales                                                                 381,699,513.43                                 338,485,970.34
         (2)   Core operating Income(classfied by industry)

                                Operating Income                        Operating Cost                         Operating Margin
    Industry
                        1-6/2011           1-6/2010           1-6/2011             1-6/2010             1-6/2011              1-6/2010
Real estate           274,744,823.00     318,604,350.04     140,624,745.69        166,107,938.16      134,120,077.31      152,496,411.88

Construction          187,799,797.42     118,073,356.03     176,321,179.81        111,355,323.27        11,478,617.61         6,718,032.76

Leasing                28,301,072.75        25,856,083.66    13,384,825.80         15,160,405.66        14,916,246.95      10,695,678.00

Property
management             51,349,228.03        44,425,439.15    41,508,369.19         36,648,912.66         9,840,858.84         7,776,526.49

Hotel and others       11,724,882.77      11,867,463.19       9,860,392.94          9,213,390.59         1,864,489.83         2,654,072.60

    Total             553,919,803.97     518,826,692.07     381,699,513.43        338,485,970.34      172,220,290.54      180,340,721.73

         (3)Core business(classified by district)

                        Operating Income                         Operating Cost                          Operating Margin
  District
                    1-6/2011           1-6/2010         1-6/2011              1-6/2010              1-6/2011            1-6/2010
Domestic:

GuangDong
Province         553,586,209.99     518,493,114.95    381,699,513.43          338,485,970.34      171,886,696.56    180,007,144.61
 Overseas:          333,593.98         333,577.12                 --                        --      333,593.98          333,577.12
 Total           553,919,803.97    518,826,692.07     381,699,513.43          338,485,970.34      172,220,290.54    180,340,721.73

         (4)The informations of the top 5 clients are as follows:

                                                                                       1-6/2011
                       Client
                                                                    Amount                                Proportion%
 Shenzhen FutianDistrict Building Works Bureau                                58,620,000.00                                    10.58
 Shenzhen Kaitaishengye Investment Co., Ltd.                                 27,800,000.00                                      5.02
 Shenzhen Jiangong Group Co., Ltd
                                                                              11,420,000.00                                     2.06
 Individual-Zhang Lihua
                                                                               7,905,500.00                                     1.43
 Individual-Renhong
                                                                               7,905,500.00                                     1.43

                        Total                                                113,651,000.00                                    20.52




                                                                        63
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
               Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
     32. Business Taxes and Surcharges

                                                            1-6/2011                      1-6/2010
Business tax                                                           23,480,726.07                   23,365,570.12

City maintenance and construction tax                                     992,846.83                      240,630.34

Educational surcharge                                                     461,167.12                     414,098.21

Property tax                                                            3,157,056.99                    3,479,836.34

Land value added tax                                                   20,163,634.52                   27,780,088.67

Embankment Protection Fee                                               1,063,041.75                     331,810.34

                        Total                                          49,318,473.28                   55,612,034.02

     33. Selling and distribution expenses

                                                              1-6/2011                     1-6/2010
Employee benefits                                                           616,512.13                    936,466.55

Advertising expenses                                                      2,181,140.00                   3,126,351.79

Entertainment expenses                                                      214,008.90                    221,407.10

Others                                                                    1,211,917.59                    908,842.00

                         Total                                            4,223,578.62                   5,193,067.44

     34. General and administrative expenses

                                                              1-6/2011                     1-6/2010
Employee benefits                                                        15,234,153.28                 13,817,872.40

Depreciation and amortizaon                                               2,773,247.92                   2,718,085.01

Entertainment expenses                                                    2,311,246.85                   1,975,532.41

Others                                                                   10,858,531.70                 13,750,283.22

                         Total                                           31,177,179.75                 32,261,773.04

     35. Finance expenses

                                                             1-6/2011                      1-6/2010

Interest expenses                                                       32,183,842.67                 39,125,739.31

Less:capitalization interest                                           24,944,603.36                  8,190,000.00

Less: interest income                                                    1,112,553.32                   617,242.05

Exchange losses                                                                    --                  1,771,437.40

Less: exchange gains                                                      541,375.61                   1,473,280.54

Others                                                                    125,243.70                    965,068.45

                         Total                                           5,710,554.08                 31,581,722.57

     The financial expenses increased by 46.76%. The increase is due to the accrued interest expenses caused by
capitalization of interest.
     36. Gain from changes of fair value

                         Source                              1-6/2011                      1-6/2010
                                                       64
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                               (All amounts are stated in RMB Yuan unless otherwise stated)
Trading financial assets                                                               25,479.05                                       -24,785.75

Including:gain from changes of fair value of derivative

           financial instruments                                                                --                                                   --

           Trading financial liability                                                          --                                                   --

           Investment property measured at fair value                                           --                                                   --

                             Total                                                     25,479.05                                       -24,785.75

      37. Investment income

      (1)The details of investment income are as follows:

                                                                            1-6/2011                                 1-6/2010

The investment income yielded from the long-term equity

appilied with the cost method                                                                      --                           12,586,609.32

The investment income yielded from the long-term equity

appilied with the equityt method                                                                   --                                           --

The investment income yielded from the disposal of the

long-term equity                                                                                 --                             9,636,607.65*

The investment income yielded from the disposal of         the

financial assest held for trading                                                      -39,400.77                                    116,843.92

Others                                                                                 100,000.00                                    100,000.00

                               Total                                                    60,599.23                               22,440,060.89


      RMB 9,636,607.65 was yielded from the transference of 50% equity of Shenzhen Shatoujiao Nantian Store

      (2)The investment income yielded from the long-term equity appilied with the cost method

                       Investee                            1-6/2011             1-6/2010                   Reason of the movement

                                                                                                        No dividend this year because of
KunShanDiaoFeng electrity Co.,Ltd
                                                                       --       12,586,609.32                liquidation last year

                           Total                                       --       12,586,609.32

      38. Non-operating income

                                                                                  1-6/2011                            1-6/2010

1.Total gain on disposal of non current assets                                             237,717.96                                      --

including:Gain on disposal of fixed assets                                                178,267.96                                      --

2.Penalty income                                                                           800,000.00                            78,762.40

3.Compensation      income                                                                   95,312.00                                     --

4.Others                                                                                        4,991.05                         44,537.32

                                                                  65
                     Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                              (All amounts are stated in RMB Yuan unless otherwise stated)
                                   Total                                                  1,138,021.01                  123,299.72

      39. Non-operating expenses

                                                                                    1-6/2011                     1-6/2010

1.Total losses on disposal of non current assets                                               38,036.39                    14,409.50

including:Loss on disposal of fixed assets                                                           --                    14,409.50

2.Penalty expense                                                                                367.20                       7,858.23

3.Donation expenses                                                                            64,000.00                    68,000.00

4.Compensation expense*                                                                        18,810.00                              --

5.Others                                                                                       62,400.00                    10,600.00

                                   Total                                                   183,613.59                   100,867.73

      40. Income tax expenses

                                                                                    1-6/2011                     1-6/2010

Current year income tax expenses                                                       18,548,556.91                13,988,830.51

Deferred income tax expenses                                                                         --                          --

                                   Total                                               18,548,556.91                13,988,830.51

      41. Calculation of basic earnings per share and diluted earnings per share

                                                                                     1-6/2011                    1-6/2010

 Net profit for parent company’s shareholders                                            64,300,859.86              64,109,890.28

 Weighted average number of ordinary shares issued                                     1,011,660,000.00            1,011,660,000.00

 Basic earnings per share                                                                          0.0636                      0.0634

 Diluted earnings per share                                                                        0.0636                      0.0634

      42. Other comprehensive income

                                        ITEM                                              1-6/2011                 1-6/2010

 1. The gain/loss yeild from the disposal of financial assests avaible for sale                             --                        --

 Less:the effect of income tax of disposal of financial assests avaible for sale                           --                        --

           the amount of which had been transferred in gain and loss which had
                                                                                                            --                        --
           been counted in other comprehensive income prior period

                                        Total                                                               --                        --

 2. The amount of which the investee other comprehensie income applied with the
                                                                                                            --                        --
 equity method

 less:the effect of income tax of The amount of which the investee other
                                                                                                            --                        --
       comprehensie income applied with the equity method

                                                                        66
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                  Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                              (All amounts are stated in RMB Yuan unless otherwise stated)
                                       ITEM                                           1-6/2011            1-6/2010

         the amount of which had been transferred in gain and loss which had been
                                                                                                    --                     --
         counted in other comprehensive income prior period

                                        Total                                                       --                     --

 3. The gain or loss yiele from the cash flow hedging instrument                                    --                     --

 less:the effect of the gain or loss yiele from the cash flow hedging instrument                   --                     --

         the amount of which had been transferred in gain and loss which had been
                                                                                                    --                     --
         counted in other comprehensive income prior period

         the adjustment of the first recognized amout which had been transferred in
                                                                                                    --                     --
         hedging instrument

                                        Total                                                       --                     --

 4. The differencs of translation of foreign financial statement                          1,943,257.60          22,640.46

 less:the net amount of dealing with the overseas operationg gain or loss                          --                     --

                                        Total                                             1,943,257.60          22,640.46

 5. Others                                                                                          --                     --

 less:the income tax effect of other item which had been counted in other
                                                                                                    --                     --
         comprehensive income

         the amount of which had been transferred in gain and loss which had been
                                                                                                    --                     --
         counted in other comprehensive income prior period

                                        Total                                                       --                     --

                                      Sumtotal                                            1,943,257.60          22,640.46

     43. Cash flow statements

     (1)Cash received from operating activities

                                                                                      1-6/2011           1-6/2010

Interest income                                                                         1,0528,891.34         962,273.50

Mortgage and deposits                                                                    2,768,329.00      40,476,735.71

Correspondent payment                                                                   30,782,659.92          47,258.44

Maintenance fund                                                                         2,050,062.13       2,070,673.06

Others                                                                                   4,345,313.26      39,890,171.12

                                        Total                                           50,475,255.65      83,447,111.83




     (2)Cash paid for other operating activities

                                                                                      1-6/2011           1-6/2010

                                                                     67
                     Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                               (All amounts are stated in RMB Yuan unless otherwise stated)
Cash paid to general and administrative expenses                                             9,826,214.64          11,347,864.88

Cash paid to operating expenses                                                               330,533.61             3,888,613.50

Mortgage and guarantee                                                                      13,105,008.00          25,180,736.06

Porperty license fee and survey fee                                                           132,830.49             2,769,095.00

Other correspondent payment                                                                  9,805,612.37            4,397,359.64

Others                                                                                      23,705,747.94          26,581,069.19

                                         Total                                              56,905,947.05           74,164,738.27

     (3)Cash paid for goods and serveices

                                                                                          1-6/2011                1-6/2010

Cash paid for goods and serveices                                                          298,716,478.48          545,456,789.91

     The cash decreased Rmb 246,740 thousand, 45.24%. The decrease was due to construction cost paid.

     (4)Cash received from borrowings

                                                                                          1-6/2011                1-6/2010

Cash received from borrowings                                                               10,000,000.00           364,800,000.00


     Cash repaid the borrowings

                                                                                             1-6/2011               1-6/2010

 Cash repaid the borrowings                                                                   27,961,200.01          348,117,983.77


     (5)Cash payments relating to other financing activities

                                                                                             1-6/2011               1-6/2010

 Guarantee fees for bank loan                                                                  2,000,000.00                         --

         (6)   Supplementary cash flow statement of the company

                                Supplementary information                                    1-6/2011                1-6/2010

1.       Reconciliation from the net profit to the cash flows from operating activities

Net profit                                                                                     64,282,433.60          64,141,001.28

Add:Provisions for assets impairment                                                                        --                      --

Depreciation of fixed assets and investment property                                           13,475,814.12          13,818,749.79

Amortization of intangible assets                                                                    137,389.98          115,590.00

Long-term deferred and prepaid expenses amortization                                                 124,216.10              81,222.60

Losses on disposal of fixed assets, intangible assets and other long-term
                                                                                                                             13,734.50
assets(gains used“-”)                                                                                    --

                                                                        68
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                              (All amounts are stated in RMB Yuan unless otherwise stated)
                               Supplementary information                                        1-6/2011                1-6/2010

Scrapping of fixed assets losses(gains used“-”)                                                             --                         --

Exchange of fair value losses(gains used“-”)                                                        -25,479.05                24,785.75

Finance expenses (gains used“-”)                                                                 7,489,726.71         38,191,264.49

Investment losses(gains used“-”)                                                                    -60,599.23        -22,440,060.89

Decrease in deferred tax assets(gains used“-”)                                                  -1,524,469.31          -1,524,469.31

Increase in deferred tax liabilities(gains used“-”)                                                         --                         --

Decrease in inventories(gains used“-”)                                                          66,281,173.21         39,967,798.36

Decrease in operating receivables (gains used“-”)                                               -4,015,032.60           3,719,253.25

Increase in operating payables(gains used“-”)                                                 -63,365,741.53        -204,324,705.68

Others                                                                                                          --                         --

Net cash flows from operating activities                                                            84,323,901.31         -66,691,366.55

2. Investment and financing activities not involving cash                                                       --                         --

3. Net increase/ (decrease) in cash and cash equivalents

Cash at end of the year                                                                          408,824,260.56          325,004,331.92

Less: cash at beginning of the year                                                              379,720,636.21          386,102,533.51

Add:cash equivalents at end of the year                                                                        --                         --

Less: cash equivalents at beginning of the year                                                                 --                         --

Net increase in cash and cash equivalents                                                           29,103,624.35         -61,098,201.59


     VI.     Related parties’ transactiom

     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 influences, constitutes a related party.

     2.      Related party relationships

           (1)     The information of the company’s controlling shareholder is as follows:




                                                                                Nature                                 Equity
                                                          Place of    Legal                                                          Voting
 Controlling                         Enterprise                                    of      Registered     Registered   Holding
                  Relationship                        registration   represen                                                        rights
 shareholder                            type                                    business     code           capital    proporat
                                                                      tative                                                           %
                                                                                  and                                   ion%

                                                                        69
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                            (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                      principal

                                                                      activities

 Shenzhen
                                               Guangdon       Fan
 Investment       controlling   State-owned                                                     RMB 5.60
                                               g province   Mingch        *        76756642-1              63.55   63.55
 Shareholdin      shareholder    Enterprises                                                    billion
                                                Shenzhen      un
 g Limited

     * 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;

investment; Other businesses authorized by city SAC.

     (2)      The informations of the company’s subsidiaries. Refer to Note IV.1 for details.




                                                              70
             Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
           Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                     (All amounts are stated in RMB Yuan unless otherwise stated)
(3) The informations of the joint venture and Associate

                                                                                           Registered          Equity
                                                     Legal                  Place of
      Name of       Enterprise     Nature of                   Registered                    capital          Holding         Voting
                                                    represen                registrati
      investees        type         business                        code                 (in ten thousand    proporation     rights%
                                                     tative                    on
                                                                                              yuan)              %

 1.     Associate

 investment:

                                  Elevator,

                                  air-conditio
 Shenzhen            Llimited                       Zheng
                                  n,                                          Shen
 ronghua              liability                     Zhong      19219691-6                              500              25           25
                                  water-electr                                zhen
 JiDian Co.,ltd      company                         Qing
                                  icty fixing

                                  and sales

 Shenzhen

 Fresh       Peak    Llimited              Prope
                                                    Zhong                     Shen
 property             liability   rty       sales              19221684-1                              300              20           20
                                                     XinFa                    zhen
 consultant          company      and rental

 Co.,Ltd

                                  Domestic
 Shenzhen
                                  car
 runhua              Limited
                                  sales(     not    LiXue                   Shenzhe
 automobile           liability                                19220483-2                              500              50           50
                                  includen            Min                       n
 trading             company
                                  little    car),
 Co.,Ltd *①
                                  moto

 Shenzhen

 Dongfang            Limited      Domestic
                                                    PengNai                 Shenzhe
 New        world     liability   trade/mater                  19222948-2                          3,000                50           50
                                                     Dian                       n
 store Co.,Ltd       company      ial supply

 *②

 2.         Joint

 venture

 investment:

 Guangdong                        Water and
                    Cooperative                     YangHu                                                                   Cooperati
 province                         other                                      Boluo                     602   Cooperation
                    Enterprises                      aiYu                                                                       on
 Huizhou                          products

                                                               71
            Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
          Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                    (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                                       Registered         Equity
                                                 Legal                  Place of
  Name of          Enterprise     Nature of                Registered                    capital         Holding       Voting
                                                represen                registrati
  investees           type        business                      code                 (in ten thousand   proporation   rights%
                                                 tative                    on
                                                                                          yuan)             %

Luofu       Hill                 supply

mineral water

Co.,Ltd *③

Fengkai
                   Cooperative   Tourism,                                 Feng                                        Cooperati
Xinhua Hotel                                                                                            Cooperation
                   Enterprises   Restaurant                                kai                                           on
*④

Jiangmen
                                 Property
Xinjian    Real    Cooperative                  LuoJinX                 Jiangme                                       Cooperati
                                 developing                                                 USD660      Cooperation
Estate      Co.    Enterprises                   Xing                       n                                            on
                                 and sales
Ltd.*⑤

                                 Developing

                                 and
Xian       Fresh
                   Cooperative   operating      LiangW                     Xi’                                       Cooperati
Peak Building                                              62390802-3                     HKD3,000      Cooperation
                   Enterprises   Xi’an trade    eiGuo                     an                                            on
Co. Ltd.*⑤
                                 building



DongYi               Private     Property
                                                                         Hong                                         Cooperati
Property             owned       developme                                                  HKD100      Cooperation
                                                                          kong                                           on
Co.,Ltd *⑤        enterprises   nt and sales




                                                           72
                Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                        (All amounts are stated in RMB Yuan unless otherwise stated)
     *① Shenzhen runhua automobile trading Co., Ltd

     The operting period of this corporation was form 1992-2-24 to 1997-2-24, and the corporation had ceased

operations because of operating loss for many years. And the corporation had been terminated its licenses by law

because it failed to pass the annual inspection. And the corporation stopped making the financial statement. At Dec 31,

2010, the book value of the investment account of the company is zero. According to the assosicate agreement, the

company didn’t have the ability to bear the additional loss.

     *② Shenzhen Dongfang New world store Co., Ltd

     The operting period of this corporation was form 1993-6-7 to 1998-6-7, and the corporation had ceased operations

because of operating loss for many years. And the corporation had been terminated its licenses by law at 2001-1-10

because it failed to pass the annual inspection. And the corporation stopped making the financial statement. At Dec 31,

2010, the book value of the investment account of the company is zero. According to the assosicate agreement, the

company didn’t have the ability to bear the additional loss.

     *③Guangdong province Huizhou Luofu Hill mineral water Co., Ltd

     The operting period of this corporation was form 1991-6-5 to 2001-6-4. And the corporation had ceased operations

because of operating loss for many years. And the corporation had been terminated its licenses by law at 2001-7-6

because it failed to pass the annual inspection. And the corporation stopped making the financial statement. At Dec 31,

2010, the book value of the investment account of the company is zero. According to the joint venture agreement, the

company didn’t have the ability to bear the additional loss.

     *④Fengkai Xinghua Hotel

     The FengKai XingHua Hotel was announced bankruptcy by the Guangdong Province Zhaoqing City second-middle

intermdediate Peoples’ court with the document (2002) ZHFJPZ No.2. And the corporation had finished the bankruptcy

procedure. At Dec 31, 2010, the book value of the investment account of the company is zero. According to the joint

venture agreement, the company didn’t have the ability to bear the additional loss.

     *⑤ Jiangmen Xinjian Real Estate Co. Ltd., Xian Fresh Peak Building Co. Ltd, DongYi Property Co., Ltd

     The above corporations were the joint ventures set up with the local partners for the properties developing projects.

Because the projects had been stopped, the joint ventures had stopped operating actvities for many years. And these

corporations also stopped operation for many years and didn’t prepare financial statements. The company had accrued

corresponding privision of the investment of joint ventures. Refer to NotesV.7. (2) for details.

     The above joint ventures and assosicates which number were *①, *②, *③, *④, *⑤ had stopped operating
                                                                73
                  Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
businesses and preparing financial statements. The constitution and the agreement of the above corporations didn’t

require the shareholders bearing the extra loss abilities except for contributing capital. Accoring to the principle

“Enterprise Accounting Standard – No.2 Long-Term Equity Investment”, the company had accured full provision of the

investment according to the corporations’ financial situations. And the company hadn’t transferred back any provision.

So in the accounting period, the book value of the investment account of the conpany is still zero.

     3.      Related parties transactions

     (1)Borrowings from related parties

                                                                             June 30, 2011                      Dec 31, 2010

 Other payables - Shenzhen Investment Holding Co.,Ltd                                    63,848,819.24                  63,848,819.24

                               Total                                                     63,848,819.24                  63,848,819.24

     (2)The Assurance of the relate parities

                                                                                                Secured
          Assurance Provider                  Secured party                Relationship                          Secured period
                                                                                                amount


                                       Shenzhen Special Economic
Shenzhen Iinvestment       Holding                                         Controlling
                                       Zone    Real    Estate   and                            200,000,000   2009.12.08to 2012.12.07
Co.,Ltd                                                                     subsidiary
                                       Properties (Group) Co., Ltd



                                       Shenzhen Special Economic
Shenzhen Iinvestment       Holding                                         Controlling
                                       Zone    Real    Estate   and                            100,000,000   2010.03.23to 2012.12.07
Co.,Ltd                                                                     subsidiary
                                       Properties (Group) Co., Ltd



                                       Shenzhen Special Economic
Shenzhen      Investment   Holding                                         Controlling
                                       Zone    Real    Estate   and                            100,000,000   2010.05.24 to2012.12.07
Co.,Ltd                                                                     subsidiary
                                       Properties (Group) Co., Ltd



                                       Shenzhen Special Economic
Shenzhen      Investment   Holding                                         Controlling
                                       Zone    Real    Estate   and                            100,000,000   2010.06.30 to2012.12.07
Co.,Ltd                                                                     subsidiary
                                       Properties (Group) Co., Ltd



     The Company paid RMB 2,000 thousand to its controlling shareholder, Shenzhen Investment Holdings Limited for

the bank loan guarantee fee in the period.




                                                                      74
                     Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                   Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                             (All amounts are stated in RMB Yuan unless otherwise stated)
      (3)Receivables and Payables of related parties

                                                                                       June 30, 2011              Dec 31, 2010
                                         Name of related parties
                                                                                    Amount        Propotion%   Amount        Propotion%

Other receivables     Luofu Hill Mineral Water Co.,Ltd                            10,465,168.81         4.68 10,465,168.81         4.63

                      Shenzhen Runhua automobile trading Co.,Ltd                   3,072,764.42         1.37 3,072,764.42          1.36

                      Canada GreatWall(vancouver)Co.,Ltd                        89,035,748.07        39.81 89,035,748.07        39.37

                      Bekaton Property Limited                                    12,559,290.58         5.62 12,559,290.58         5.55

                      Paklid Limited                                              18,946,689.75         8.47 18,946,689.75         8.38

                      Shenzhen Shenfang Department Store Co. Ltd.                   237,648.82          0.11   189,179.82          0.08

                      Shenzhen Real Estate Consolidated Service Co., Ltd.          1,096,489.22         0.49   927,136.22          0.41

                      Shenzhen City Shenfang Construction and Decoration
                      Materials Ltd.                                               8,327,180.71         3.72 8,327,180.71          3.68

                      Shenzhen RongHua JiDian Co.,Ltd                               475,223.46          0.21   475,223.46          0.21

                      Xi’an Fresh Peak property management& Trading Co.,Ltd       8,419,205.19         3.76 8,419,205.19          3.72

Accounts receivableShenzhen Fresh Peak property consultant Co.,Ltd                 1,133,250.59         3.11 1,155,484.87          3.24

Other payables        Shenzhen Tefa Real Estate Consolidated Service Co., Ltd.      598,012.16          0.21   598,012.16          0.20

                      Shenzhen Shen Fang Industrial Development Co., Ltd           1,534,854.91         0.53 1,534,854.91          0.51

                      Shenzhen ZhongGang Haiyan Enterprise Ltd.                     135,853.52          0.05   135,853.52          0.04

                      Shenzhen Dongfang New world store Co.,Ltd                     902,974.64          0.31   902,974.64          0.30

                      Shenzhen Xin Dongfang Store Ltd.                             1,394,704.21         0.48 1,394,704.21          0.46

                      Guangdong Province Fengkai Lain Feng Cement Manufacturing
                      Co., Ltd.                                                    1,869,348.00         0.64 1,870,577.00          0.62

                      Shenzhen Cyber Port Co., Ltd                                 7,949,749.26         2.73 7,949,749.26          2.63

                      Shenzhen shenfang group BaoAn developing Co.,Ltd            20,852,042.10         7.16 19,767,689.82         6.54

                      Shenzhen Investment Holding Co.,Ltd                         63,848,819.24        21.93 65,848,819.24        21.79

Interest payable      Shenzhen Investment Holding Co.,Ltd                         16,535,277.94       100.00 16,535,277.94       100.00


      VII. Exchange of non-monetary assets

      No informations of exchange of non-monetary assets are needed to disclose in mid-2010.

      VIII.          Share-based payment

      There are no any share-based payment contracts in mid-2010.

      IX.     Debt restructurings

      No informations of Debt restructurings are needed to disclosure in mid-2010.




                                                                     75
               Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
             Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                       (All amounts are stated in RMB Yuan unless otherwise stated)
     X.    Contingencies

     1. Significant litigation

     (1) Guoxing Building Lawsuit

     On 21 March 1997, the company signed an agreement “transferring equity of GuoXing Building agreement” with

Baoxing real Estate Development (Shenzhen) Company limited (hereinafter referred to as “BaoXing”). According to the

agreement specifications, the company transferred 68% of GuoXing Building project to BaoXing with the price- Rmb

145,000 thousand. And also, the construction cost – Rmb 15,000 thousands that the company owed to GuoXing Building

were undertaken by BaoXing. But after paying Rmb 45 million to the company, Bao Xing hadn’t paid the remaining

equity transferring fund- Rmb 100,000 thousand and the construction cost – 15,000 thousand. The company instituted

legal proceedings against BaoXing. After the trial of the Guangdong High People’s Court on 28 September 2002,

Baoxing had to pay for Rmb 98,948,060.00 and interest to the company according to the paper of civil judgment

–“(2001)YueGaoFaJing – ChuZhi No.7. Upon a second sue of the case in 2003, the judgement remained unchanged.

     On 2008-2-22, the company signed an agreement with BaoXing Company. According to the agreement

specifications, BaoXing Company paid for Rmb 15,000 thousand to the company. And at the same time, the company

gave up the distribution right and auction disposal right of the LongGang District BaoXing Building. But the BaoXing

Company failed to carry out the agreement. On 2008-7-23, Baoxing Company, the third party – Shenzhen HongMing

MuYe Co., Ltd (hereinafter referred to as HongMing Company) and the company signed the composition agreement.

According to the agreement specifications, the debts and other responsibilities of BaoXing Company would be

undertaken by HongMing Company. And HongMing Company had to pay for the company Rmb 2,500 thousand and

transferred the land-use right of N0. 1514 room (size: 343.95 square meters) of Shenzhen international exchange plaza

instead. In December 2008, the company received Rmb 2,500 thousand. And the property hadn’t finished the transferring

ownership procedures. Now the case is proceeding and there was no any new substantive progress in the reporting

period.

     Until 30 June, 2011, the amount of RMB 66,201,645.33 had been called back on the case with the execution.

     (2)Xi’an project Lawsuit

     Xi’an Fresh Pead Holding limited company (hereinafter referred to as “Fresh Peak Company”) was sino-foreign

joint venture set up in Xi’an city. The shareholder of the Fresh Peak Company – Hongkong Fresh Peak Co., Ltd was the

wholly owned subsidiary of the company. And the Hongkong Fresh Peak Co., Ltd contributed 84% of the Fresh Peak

Company’s share- capital in cash. And Xi’an trade building which was the enterprise under the Xi’an Joint Commission


                                                          76
               Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
             Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                       (All amounts are stated in RMB Yuan unless otherwise stated)
on Commerce and Trade contributed 16% of the Fresh Peak Company’s share- capital with the land-use right. The core

business was property development. And the project was Xi’an Trade Building. The project was started on 1995-11-28.

But the project had been stopped in 1996 because of the two parties differences on the operating policy of the project.

     In 1997, the Xi’an government withdrew the Xi'an Fresh Peak investment project compulsively and assignned the

project to Xi’an Business Tourism Co., Ltd (hereinafter referred to as “Business Tourism Company”). But the two parties

had insulted a lawsuit on compensation. The ShanXi Province High Peoples Court made a judgement “(2000) SJ-CZ

No.25”. The judgement was as follows: 1. Business Tourism Company had to paid for the compensation Rmb 36,620

thousand to Xi’an Fresh Peak company after the judgment entering into force. If the Business Tourism Company failed

to pay in time, it had to pay double debt interests to Xi’an Fresh Peak Company. 2. Xi’an Joint Commission on

Commerce had the joint and several obligation of the interests of the compensation.

     Untill 31 December 2010, the amount of RMB 15,201,000.00 had been called back. Now the case is proceeding and

there was no any new substantive progress in the reporting period.

     As at 6/30/2011, the book value of the investment of Xi’an Fresh Peak Company was Rmb 12,166,897.84. The

provision for investment was Rmb 20,673,831.77. And the amount of credit was Rmb 8,419,205.19.

     (3)Luofu Hill project Lawsuit

     The company cooperated with Luofu Hill Tourism Company (hereinafter referred to as “Tourism Company”) on

Luofu Hill Tourism project in early years. The company instituted legal proceedings against Tourism Company because

the Tourism Company failed to carry out the agreement. The judgement which issued by GuangDong Province High

Peoples Court on 2007-12-21 was as follows:

     ①Tourism Company had to pay for Rmb 9,600 thousand to the company in 10 days after the judgment entering into

force.

     ②Tourism Company should paid the interests for the occupation of Rmb 9,600 thousands with The People's Bank

of China similar loans rate in 10 days after the judgment entering into force. Of which, the interests for the occupation of

Rmb 4,400 thousand were caluated from 1986-5-1 to the day the Tourism company paid off the debt. The interests for

the occupation of Rmb 4100 thousand were caluated from 1988-2-1 to the day the Tourism Company paid off the debt.

The interests for the occupation of Rmb 1,100 thousand were caluated from 1989-6-15 to the day the Tourism Company

paid off the debt. The interest of Rmb 8,580 thousand that the Tourism Company had paid for to the company can be

deducted from the interest payable.

     ③Luofushan Administration Committee had to undertake one third of the debts which Luofushan Tourism was

                                                            77
                Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                        (All amounts are stated in RMB Yuan unless otherwise stated)
unable to repay;

     ④Interest of debts would be double if the Tourism Company and Luofushan Administration Committee failed to

fulfill their obligations within the designated period of this judgment;

     ⑤Tourism company undertaked all the litigation fees (RMB 167,714.00). The expense of first instance and the

second instance had to pay to the company during the duration of payment.

     There was no any new substantive progress after the judgement announced. The company applied the GuangDong

Province High people’s Court to supervise implementation in December 17, 2009. The GuangDong Province High

people’s Court issued a document “(2009) YGYZDZ No. 67 to Huizhou intermediate people’s court and asked the

Huizhou intermediate people’s court to close this case in 3 months after receiving the document. Until 2010-3-17,

Huizhou intermediate people’s court had finished the evaluation of the land use right of the executor.On 13th October

2010, the land-use right was acutioned by the national resource department at the price of RMB 51,200 thousand.

     According to the requirements of Huizhou Municipal Intermediate People's Court, Surveying and Mapping unit
from Boluo Land Bureau have surveyed and mapped Luofu Hill Tourism site that was sealed. The drawings were
submitted to Huizhou Municipal Intermediate People's Court in the end of June 2011.

     (4)Shenyang Tongxin Case

     Shenyang Tongxin Real Estate Development Co., Ltd. (hereinafter referred to as “TongXin Company”) was
joint-venture set up in ShenYang city. The shareholder of company – Hongkong Fresh Peak Co., Ltd was the wholly
owned subsidiary of the company. And the equity Hongkong Fresh Peak Co., Ltd held was 93.1%. The core businss of
TongXin Company was to develop Shenyang Fresh Peak Businedd Plaza. TongXin Company refinanced Rmb 13,140
thousand from China Agriculture Bank ShenYang branch. And the company provided assurance for the loan.Because
TongXin Company failed to repay the loan in time. The China Agriculture bank ShenYang branch instituted legal
proceedings in Shenyang Intermediate People's Court. So TongXin Company borrowed money from the company to
repay the loans and interests.

     On 25 January, 2008, Internationl economic trade Arbitration commission HuaNam branch made a judgement.
According to the judgement, TongXin Company had to repaid Rmb 14,422,440.22 and interests to the company.         Now
the case is proceeding. Untill 27 January, 2010, the company had called back Rmb 7,000 thousand.

     Related Matters of the case: 93.1% shares of Shenyang Tongxin Company's shares held by fresh Peak Company
was auctioned sale by Shenzhen Intermediate People's Court on 22 January 2006. And fresh Peak Company didn’t hold
any shares of Tongxin Company'.

     2.    Security for debts

     Up to 30 June 2011, the balance of guarantees is as follows::


                                                             78
                      Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                    Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                              (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                                                                              Amount
                                                                                  Currency
                                                                                                                       (in ten thousand Yuan)

Internal guarantees in the group                                                      RMB                                                       20,000

Guarantees for outstanding mortgage                                                   RMB                                                          872

        XI.    Commitments

        Until 6/30/2011, the Company had the commitments of the contracts which had been signed but not carried out.

Mostly were construction contracts. And the total amount of capital item expense and investment were RMB 84.52

millions. The money had to be paid for until the other partner of contract carried out the responsibilities and liabilities.

        XII. Notes to items of the parent company financial statements

        1. Accounts receivable

        (1)The symbol of credit risk identified by customers categories

                                           June 30, 2011                                                        Dec 31, 2010

                                                            Provision of                                                            Provision of
                          Book balance                                                         Book balance
                                                              bad debts                                                              bad debts

                    Amount           Proportion %      Amount        Proportion %       Amount          Proportion %          Amount        Proportion %

Category
                               --              --               --               --                --                  --              --                --
    1

Category
                                                                                                                                                   100.00
    2           11,883,920.04             100.00     6,301,854.02          100.00     11,996,527.49            100.00       6,301,854.02

  Total         11,883,920.04             100.00     6,301,854.02          100.00     11,996,527.49            100.00       6,301,854.02           100.00

        Category 1: refers to accounts receivable with significant individual amount and separate impairment test.

        Category 2: refers to accounts receivable which is unsignificant indivually but according to the characteristics of the

portfolio after portfolio of risky accounts receivable and separate impairment test.

        (2)Refers to accounts receivable which is unsignificant indivually but according to the characteristics of the

        portfolio after portfolio of risky accounts receivable and separate impairment test.

                                    Book balance     Provision of bad debts     Proportion %                                Notes

                                                                                               A separate provision is established according to the
 House        pay    to   be
                                                                                               recoverability of each receivales with long aging and
 collected
                                     11,883,920.04            6,301,854.02              53.03 little retrievability.

        (3)The aging of accounts receivable by categories


                                                                           79
                       Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                     Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                               (All amounts are stated in RMB Yuan unless otherwise stated)
                                                    June 30, 2011                                                    Dec 31, 2010
             Aging
                              Book balance         Proportion %           Provision              Book balance        Proportion %           Provision


 Within 1 year                               --                   --                      --                    --                  --                    --

 1 to 2 year                                 --                   --                      --                    --                  --                    --

 2 to 3 year                                 --                   --                      --                    --                  --                    --

 Above 3 years                    11,883,920.04              100.00           6,301,854.02         11,996,527.49            100.00           6,457,254.02

             Total                11,883,920.04              100.00           6,301,854.02         11,996,527.49            100.00           6,457,254.02

       (4)     No accounts receivable was written-off in the report period.

       (5)     No amount due from shareholders who hold 5% or more of the voting rights of the company is included in

the above balance of accounts receivable.

       (6)     Refer to Note VI.3. (5) for details of the accounts receivables which is due to related parities.

       (7)     There were no any acconts receivables which had been terminated recognized.

       (8)     There were no any accounting receivable which had been Securitization.

       2. Other receivables

       (1)The symbol of credit risk identified by customers categories

                                          June 30, 2011                                                                 Dec 31, 2010

                         Book balance                     Provision of bad debts                     Book balance                        Provision of bad debts

                     Amount         proportion %       Amount          proportion %             Amount          proportion %             Amount         proportion

Category

   1           1,124,799,057.84            97.42    849,851,353.28             98.45      1,124,799,057.84              98.61   849,851,353.28                  98.45

Category

   2             29,785,744.94              2.58     13,341,826.74                 1.55        15,877,540.65             1.39       13,341,826.74                 1.55

 Total         1,154,584,802.78           100.00    863,193,180.02            100.00      1,140,676,598.49             100.00   863,193,180.02                 100.00

       Category 1: refers to accounts receivable with significant individual amount and separate impairment test.

       Category 2: refers to accounts receivable which is unsignificant indivually but according to the characteristics of the

portfolio after portfolio of risky accounts receivable and separate impairment test.

       (2) Refers to other receivable which is unsignificant indivually but according to the characteristics of the portfolio

after portfolio of risky accounts receivable and separate impairment test.

                                                   Book balance        Provision of bad        Proportion %                         Notes
                                                                         80
                  Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                         debts

 Other receivables between subsidiares
                                                                                                       A separate provision is established according
 that are not concluded in consolidated
                                                                                                       to the recoverability of each receivales with
 statement                                        9,598,940.50           9,375,225.50          97.67
                                                                                                       long aging and little retrievability
 Others                                          20,186,804.44           3,966,601.24          19.65

                  Total                          29,785,744.94          13,341,826.74          44.79

     (3)The aging of other receivables:

                                               June 30, 2011                                                     Dec 31, 2010
      Aging
                            Amount             Proportion %         Provision                     Amount              proportion %       Provision

Within 1 year                  10,458,295.12            0.91                                           7,786,529.93              0.68                   --

1 to 2 year                     6,972,587.40            0.60                                           8,853,096.41              0.78                   --

2 to 3 year                    74,049,321.23            6.41                                       115,288,327.28               10.11                   --

Above 3 years              1,063,104,599.03            92.08             863,193,180.02          1,008,748,644.87               88.43   863,193,180.02

      Total                1,154,584,802.78           100.00             863,193,180.02          1,140,676,598.49              100.00   863,193,180.02

     (4)The informations of accounts receivables of the company's top five debtors are as follows::

                      Name                               Relationship               Amount                 Proportion %                 Aging

                                                                                          2,016,110.69                  0.17             Within 1 year

                                                                                             38,031.18                  0.00                  1 to 2 year
Fresh Peak Enterprise Co., Ltd.                       Subsidiary
                                                                                          2,301,063.25                  0.20                  2 to 3 year

                                                                                        567,123,328.59                49.12             Above 3 years

                                                                                         20,338,001.45                  1.76             Within 1 year

Shenzhen        ShenFang       Group      LongGang                                        1,999,411.25                  0.17                  1 to 2 year
                                                      Subsidiary
Development Co.,Ltd                                                                      88,799,337.69                  7.69                  2 to 3 year

                                                                                        110,801,652.65                  9.60            Above 3 years

American Great Wall Co.,Ltd                           Subsidiary                        101,379,954.81                  8.78            Above 5 years

                                                                                           358,028.54                   0.03             Within 1 year

Fresh Peak Holdings Ltd.                              Subsidiary                             61,674.32                  0.01                  2 to 3 year

                                                                                         30,187,104.95                  2.61            Above 3 years

Canada Great Wall(vancouver) Co.,Ltd                  Subsidiary                         89,035,748.07                  7.71            Above 3 years

                       Total                                                       1,014,439,447.44                   87.86

     (5)No amount due from shareholders who hold 5% or more of the voting rights of the company is included in the

above balance of other receivables.

     (6)Refer to VI.3. (5) for details of the other receivables which due from related parities.

                                                                   81
                Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
              Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                        (All amounts are stated in RMB Yuan unless otherwise stated)
    (7)There were no any other receivables which had been terminated recognized in the accounting year.

    (8)There were no any other receivables which had been securitization in the accounting year.

    3. Inventories

                                                           June 30, 2011                                Dec 31, 2010

                                                 Amount           Provision for declines      Amount          Provision for declines

Real estate developed products                  51,572,548.12                         --     66,523,100.15               771,196.00

Real estate developing products                914,752,987.73                         --    131,828,661.29                        --

Real estate which are going to be developed    470,448,048.18                         --   1,215,632,063.00                       --

                   Total                      1,436,773,584.03                        --   1,413,983,824.44              771,196.00

    4. Long-term equity investments

    (1)The informations of long-term equtiy investments:




                                                                 82
                                              Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                                            Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                                      (All amounts are stated in RMB Yuan unless otherwise stated)



                                                                                                                                                                Provision
                                        Measured     Investment                                                 Proportion     Voting right
       Name of investees                                             Dec 31, 2010    Movement   June 30, 2011                                  Provision        accrued in    Dividend
                                         method          cost                                                      (%)             (%)
                                                                                                                                                                  2010

Subsidiaries’ investment:

Shenzhen        City        Property
                                       Cost method
Management Ltd.                                      12,821,791.52   12,821,791.52         --   12,821,791.52             95              95               --            --         --

Shenzhen Petrel Hotel Co. Ltd.         Cost method   20,605,047.50   20,605,047.50         --   20,605,047.50        68.10           68.10                 --            --         --

Shenzhen        City       Shenfang
                                       Cost method
Investment Ltd.                                       9,000,000.00    9,000,000.00         --    9,000,000.00             90              90               --            --         --

Fresh Peak Enterprise Ltd.             Cost method     556,500.00      556,500.00          --      556,500.00            100             100               --            --         --

Fresh Peak Holdings Ltd.               Cost method   20,824,545.77   22,717,697.73         --   22,717,697.73            100             100               --            --         --

Shenzhen    Special        Economic

Zone    Real      Estate     (Group)
                                       Cost method
Guangzhou Property and Estate

Co., Ltd.                                            20,000,000.00   20,000,000.00         --   20,000,000.00            100             100               --            --         --

Shenzhen          Zhen         Tung
                                       Cost method
Engineering Ltd                                      11,332,321.45   11,332,321.45         --   11,332,321.45             73              73               --            --         --

American Great wall Co.,Ltd            Cost method    1,435,802.00    1,435,802.00         --    1,435,802.00             70              70               --            --         --

Shenzhen City Shenfang Free
                                       Cost method
Trade Trading Ltd.                                    4,750,000.00    4,750,000.00         --    4,750,000.00             95              95               --            --         --

Shenzhen       City    Hua     Zhan    Cost method    6,000,000.00    6,000,000.00         --    6,000,000.00             75              75               --            --         --


                                                                                          83
                                             Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                                           Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                                     (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                                                                                                             Provision
                                       Measured     Investment                                                 Proportion    Voting right
        Name of investees                                           Dec 31, 2010    Movement   June 30, 2011                                Provision        accrued in    Dividend
                                        method          cost                                                      (%)            (%)
                                                                                                                                                               2010

Construction Management Ltd.

Shenzhen City Car Rental Ltd.         Cost method   11,809,500.00    6,495,225.00         --    6,495,225.00            55             55               --            --         --

QiLu Co.,Ltd                          Cost method     212,280.00      212,280.00          --      212,280.00            20             20               --            --         --

Beijing    Shenfang        Property
                                      Cost method
Management Ltd.                                       500,000.00      500,000.00          --      500,000.00            10             10               --            --         --

Shenzhen Lain Hua Industry and
                                      Cost method
Trading Co. Ltd.                                    13,458,217.05   13,458,217.05         --   13,458,217.05            95             95               --            --         --

Shenzhen City SPG Long Gang
                                      Cost method   30,850,000.00   30,850,000.00         --   30,850,000.00            95             95               --            --         --
Development Ltd.

Beijing Fresh Peak Property

Development         Management        Cost method   64,183,888.90   64,183,888.90         --   64,183,888.90            75             75               --            --         --

Limited Company

Shenzhen Shenfang Car Park
                                      Cost method   29,750,000.00   29,750,000.00         --   29,750,000.00            70             70               --            --         --
Ltd.

Joint venture investment:

Guangdong province Huizhou
                                        Equity
Luofu     Hill   mineral     water                   9,969,206.09    9,969,206.09         --    9,969,206.09   Cooperation   Cooperation    9,969,206.09              --         --
                                        method
Co.,Ltd

                                        Equity
Fengkai Xinhua Hotel                                 9,455,465.38    9,455,465.38         --    9,455,465.38   Cooperation   Cooperation    9,455,465.38              --         --
                                        method

                                                                                         84
                                              Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                                            Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                                      (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                                                                                                                    Provision
                                        Measured     Investment                                                    Proportion     Voting right
          Name of investees                                          Dec 31, 2010    Movement     June 30, 2011                                    Provision        accrued in    Dividend
                                         method          cost                                                         (%)             (%)
                                                                                                                                                                      2010

Associate investment :                                                                                                                                                      --          --

Shenzhen Runhua Automobile               Equity

trading Co.,Ltd                          method       1,445,425.56    1,445,425.56           --    1,445,425.56              50              50    1,445,425.56              --          --

Shenzhen        Ronghua       JiDian     Equity

Co.,ltd                                  method       1,250,000.00    1,604,690.04   -75,000.00    1,529,690.04              25              25    1,076,954.64              --   75,000.00

Shenzhen Fresh Peak Property             Equity

Consultant Co.,Ltd                       method        600,000.00               --           --               --             20              20                --            --          --

Shenzhen Dongfang New World              Equity

Store Co.,Ltd                            method      15,000,000.00              --           --               --             50              50                --            --          --

Other investments:                                                                                                                                                          --          --

Shenzhen Shen Fang Industrial
                                       Cost method    4,500,000.00    4,500,000.00           --    4,500,000.00             100             100    4,500,000.00              --          --
Development Co., Ltd

Shenzhen ZhongGang Haiyan
                                       Cost method
Enterprise Ltd.                                      12,940,900.00   12,940,900.00           --   12,940,900.00              68              68   12,940,900.00              --          --

Shenzhen          Real        Estate
                                       Cost method
Consolidated Service Co., Ltd.                        5,958,305.26    5,958,305.26           --    5,958,305.26             100             100    5,958,305.26              --          --

Paklid Limited                         Cost method     201,100.00      201,100.00            --      201,100.00             100             100     201,100.00               --          --

Canad GreatWall (vancouver)
                                       Cost method
Co.,Ltd                                                   4,526.25              --           --               --             60              60                --            --          --

Bekaton Property Limited               Cost method     906,630.00      906,630.00            --      906,630.00              60              60     906,630.00               --           -

                                                                                           85
                                               Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                                             Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                                                       (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                                                                                                                        Provision
                                         Measured       Investment                                                    Proportion     Voting right
       Name of investees                                               Dec 31, 2010     Movement     June 30, 2011                                     Provision        accrued in    Dividend
                                          method           cost                                                          (%)             (%)
                                                                                                                                                                          2010

Shenzhen    Tefa        Real   Estate
                                        Cost method
Consolidated Service Co., Ltd.                          8,180,003.63     8,180,003.63           --     8,180,003.63            100             100     8,180,003.63              --          --

Shenzhen Xin Dongfang Store
                                        Cost method
Ltd.                                                   18,500,000.00    18,500,000.00           --    18,500,000.00            100             100    18,500,000.00              --          --

Shenzhen         City      Shenfang

Construction     and      Decoration    Cost method

Materials Ltd.                                          2,680,000.00     2,680,000.00           --     2,680,000.00            100             100     2,680,000.00              --          --

Shenzhen Shenfang Department
                                        Cost method
Store Co. Ltd.                                          9,500,000.00     9,500,000.00           --     9,500,000.00             95              95     9,500,000.00              --          --

Shenzhen CyberPort Co., Ltd             Cost method    14,000,000.00    12,401,018.42           --    12,401,018.42             70              70                 --            --          --

ShenZhen       ShenFang        BaoAn
                                        Cost method
developmentCo.,Ltd                                     19,000,000.00    19,000,000.00           --    19,000,000.00             95              95                 --            --          --

Shantou Fresh Peak Building             Cost method    68,731,560.43    58,547,652.25           --    58,547,652.25            100             100    58,547,652.25              --          --

               Total                                  460,913,016.79   430,459,167.78   -75,000.00   430,384,167.78                                  143,861,642.81              --   75,000.00




                                                                                              86
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
     (2)Provision for impairment of long-term equity investments:

                                                                                  Provision for impairment
                   Name of investees
                                                          Opening balance   Additions   Reductions   Closing balance          Notes

Shenzhen Ronghua JiDian Co., 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        cessation

Shenzhen ZhongGang Haiyan Enterprise Ltd.                   12,940,900.00          --           --     12,940,900.00        cessation

Shenzhen Real Estate Consolidated Service Co.,Ltd.           5,958,305.26          --           --      5,958,305.26        cessation

Paklid Limited                                                 201,100.00          --           --           201,100.00     cessation

Bekaton Property Limited                                       906,630.00          --           --           906,630.00     cessation

Shenzhen Tefa Real Estate Consolidated Service Co., Ltd      8,180,003.63          --           --      8,180,003.63        cessation

Shenzhen Xin Dongfang Store Ltd.                            18,500,000.00          --           --     18,500,000.00        cessation

Shenzhen City Shenfang Construction and Decoration                                                                          cessation

Materials Ltd.                                               2,680,000.00          --           --      2,680,000.00

Shenzhen Shenfang Department Store Co. Ltd.                  9,500,000.00          --           --      9,500,000.00       liquidition

Shenzhen Runhua automobile trading Co.,Ltd                   1,445,425.56          --           --      1,445,425.56        cessation

Guangdong province Huizhou Luofu Hill Mineral Water                                                                         cessation

Co.,Ltd                                                      9,969,206.09          --           --      9,969,206.09

Fengkai Xinhua Hotel                                         9,455,465.38          --           --      9,455,465.38        cessation

Shantou Fresh Peak Building                                 58,547,652.25          --           --     58,547,652.25        cessation

                           Total                           143,861,642.81          --           --    143,861,642.81




                                                                87
                  Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
     5. Turnover and cost of sales

     (1)Turnover and cost of sales

                                                                           1-6/2011                              1-6/2010

Core Operating Income                                                             56,171,137.09                      153,726,868.02

Other Operating Income                                                                 2,300.00                         2,313,804.43

Gross Income                                                                      56,173,437.09                       156,040,672.45

Cost of sales                                                                     25,469,746.52                        72,488,362.99

     (2)Core operating Income(classfied by industry)

                            Operating Income                         Operating Cost                        Operating margin
   Industry
                    1-6/2011            1-6/2010            1-6/2011            1-6/2010              1-6/2011          1-6/2010

Real estate        29,861,552.00      135,462,246.00      14,340,350.35        60,709,940.53         15,521,201.65     74,752,305.47

Leasing            25,219,254.63       20,092,299.40      10,904,963.83        11,575,387.52         14,314,290.80      8,516,911.88

Others              1,092,630.46            486,127.05       224,432.34           203,034.94            868,198.12          283,092.11

    Total          56,173,437.09      156,040,672.45      25,469,746.52        72,488,362.99         30,703,690.57     83,552,309.46


     (3)Core business(classfied by district)

                         Operating Income                       Operating Cost                             Operating Margin
 District
                 1-6/2011             1-6/2010            1-6/2011             1-6/2010               1-6/2011          1-6/2010

Shenzhen        56,173,437.09       156,040,672.45       25,469,746.52        72,488,362.99          30,703,690.57     83,552,309.46

     (4)The informations of the top 5 clients are as follows:

                                                                                          1-6/2011

                                                                     Amount                                  Proportion%
Shenzhen Kaitaishengye Investment Co., Ltd.                                   27,800,000.00                                     49.49
Shenzhen    Jinjiahua    Marketing     Operating
Management Co., Ltd                                                            2,539,932.00                                      4.52

Indivual – Gu Hongmei                                                          886,704.00                                       1.58

Golden Age Club Food Company                                                    759,466.00                                       1.35

Indivual – Sun Mingwei                                                         607,180.00                                       1.08

                     Total                                                    32,593,282.00                                     58.02




                                                                     88
                     Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                   Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                             (All amounts are stated in RMB Yuan unless otherwise stated)
      6. Investment income

      The details of investment income are as follows:

                                                                               1-6/2011                       1-6/2010

The investment income yielded from the long-term equity appilied with                                                              --

the cost method                                                                                     --

The investment income yielded from the long-term equity appilied with                                                              --

the equityt method                                                                                  --

The investment income yielded from the disposal of the long-term                                                     9,636,607.65*

equity                                                                                              --

The investment income yielded from the disposal of the financial assest                                                    116,843.92

held for trading                                                                          -39,400.77

                                  Total                                                   -39,400.77                     9,753,451.57


      RMB 9,636,607.65 was yielded from the transference of 50% equity of Shenzhen Shatoujiao Nantian Store.

      7. Supplementary cash flow statement of the parent company

                          Supplementary information                                1-6/2011                     1-6/2010

1.       Reconciliation from the net profit to the cash flows from operating

activities

Net profit                                                                                    4,546,825.37               7,207,,336.40

Add:Provisions for assets impairment                                                                    --                -788,014.33

Depreciation of fixed assets and investment property                                       10,862,361.38                 11,280,025.46

Amortization of intangible assets                                                               27,733.31                           --

Long-term deferred and prepaid expenses amortization                                             8,536.00                           --

Losses on disposal of fixed assets, intangible assets and other long-term

assets(gains used“-”)                                                                                --                         --

Scrapping of fixed assets losses(gains used“-”)                                                      --                         --

Exchange of fair value losses(gains used“-”)                                                25,479.05                    24,785.75

Finance expenses (gains used“-”)                                                          6,060,907.89               30,537,172.59

Investment losses(gains used“-”)                                                            -39,400.77               -9,753,451.57

Decrease in deferred tax assets(gains used“-”)                                                       --                         --

Increase in deferred tax liabilities(gains used“-”)                                                  --                         --

Decrease in inventories(gains used“-”)                                                 23,560,955.59                  2,680,437.25

Decrease in operating receivables(gains used“-”)                                       11,352,683.07            -170,704,850.15

                                                                      89
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
                         Supplementary information                                        1-6/2011                        1-6/2010

Increase in operating payables(gains used“-”)                                                    149,033.05                130,218,077.92

Others                                                                                                          --                         --

Net cash flows from operating activities                                                         56,555,113.94                  -6,505,817.08

2. Investment and financing activities not involving cash                                                       --                         --

3.Net increase/ (decrease) in cash and cash equivalents                                                         --                         --

Cash at end of the year                                                                        206,679,987.73                   67,002,303.29

Less: cash at beginning of the year                                                            191,108,590.15                   73,508,120.37

Add:cash equivalents at end of the year                                                                        --                         --

Less: cash equivalents at beginning of the year                                                                 --                         --

Net increase in cash and cash equivalents                                                        15,571,397.58                  -6,505,817.08

         XIII.      Non - regular gains and losses

         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:

                                            Items                                                    1-6/2011             1-6/2010

Non-current assets disposed of profit and loss, including the written-off part of provision

for asset impairment                                                                                    199,681.57         9,622,198.15

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 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


                                                                       90
                    Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                  Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                            (All amounts are stated in RMB Yuan unless otherwise stated)
                                             Items                                                         1-6/2011                1-6/2010

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                      -13,921.72                  92,058.17

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                                      754,725.85                   36,841.49

Other non-recurring gains and losses in line with the definition of profit and loss items                              --                         --

                                             Total                                                            940,485.70             9,751,097.81

Less: Income tax impact of several                                                                                321.54                    2,033.68

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                                                                                      940,164.16             9,749,064.13

       The Non - regular gains and losses increased by Rmb 8,810 thousand. The increase is due to the disposal of

long-term equity investment, refer to Notes V.37.

2.     Rate of Return on Common Stockholders’ Equity (ROE) and Earnings per share

                         Items                                Profit during the       Weighed net assets
                                                                                                                            Earnings per


                                                                          91
                   Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                 Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                           (All amounts are stated in RMB Yuan unless otherwise stated)
                                                                                                        share ( yuan/share)
                                                        reporting period      yield (%)
                                                                                                     basic             diluted

 1-6/2011

 The net profit attributable to equity holders of the

 Company                                                    64,300,859.86                 4.40           0.0636               0.0636

 The net profit after deducting the non-regular gian

 or loss     attributable to equity holders of the

 Company                                                    63,360,695.70                 4.34           0.0626               0.0626

 1-6/2010

 The net profit Attributable to equity holders of the

 Company                                                    64,109,890.28                 4.66           0.0634               0.0634

 The net profit after deducting the non-regular gian

 or loss     attributable to equity holders of the

 Company                                                    54,360,826.15                 3.97           0.0537               0.0537

     The calculation formula of weighted Rate of return is as follows:

     Weighted Rate of return =P0/(E0+NP÷2+Ei×Mi÷M0– Ej×Mj÷M0±Ek×Mk÷M0)

     Notes: P0- the net profit attributable to holding company of the Company, the net profit after deducting the
non-regular gian or loss attributable to holding company of the Company;

           NP - the net profit attributable to shareholders of the Company;

           E0 – the opening balance of net assests attributable to holding company;

        Ei – the balance of net assests attributed to the shares issued in the reporting period or debt to equity shares;

        Ej – the balance of net assents attrictued to the shares which were repurchased or decreased by distributing the
cash dividend;

        Mi – the accumulated number of the months from the next month the new additional net assests to the end month
of the reporting period;

        Mj - the accumulated number of the months from the next month the net assests reducted to the end month of the
reporting period;

        Ek –the movement of the net assests attributed to the shares which are due to other transaction;

        Mk - the accumulated number of the months from the next month the net assests happened to the ending month
of the reporting period;



                                                                   92
                  Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd
                Notes to the financial statement for the six months ended 30 June 2011(unaudited)
                          (All amounts are stated in RMB Yuan unless otherwise stated)
        If the company happens combination under common control, when the company calculate the weighted average
return on net assets, the net assets of the combined party are calculated form the beginning of the reporting period; when
calculating the weighted average return on net assets after deducting non-recurring gains and losses, the net assets of the
combined party are calculated form the next month of combination month.

        When calculating the weighted average net assets during the return, the combined party's net profit, net assets are
caluated from the comparing beginning of the period; when Calculating the the weighted average return on net assets
after deducting non-recurring gains and losses, the merged party's net assets are not counted in (weight is zero)

        3.    The diffenences of the domestic financial statements compared with the overseas financial statement

                                                        CAS (Rmb)                           IFRS (Rmb)

The     net profit attributable to holding

company of the Company                                              64,300,859.86                    64,300,859.86

The net assests attributable to holding

company of the Company                                         1,493,533,010.21                   1,493,533,010.21

Notes                                                                      No differences




        English version of financial statements for the year 1 January 2011 to 30 June 2011 if there is any conflict of

meaning between the Chinese version and English version, the Chinese version will prevail.




                                                               93