SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO., LTD. ABSTRACT OF THE THIRD QUARTERLY REPORT 2012 I. Important Notes The Board of Directors, the Supervisory Committee and the directors, supervisors and senior management of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (hereinafter referred to as “the Company”) hereby guarantee that this report does not contain any false information, misleading statements or material omissions, and accept, individually and collectively, the responsibility for the factuality, accuracy and completeness of this report. All directors attended the board session for reviewing this report. Zhou Jianguo, Person-in-charge of the Company, Chen Maozheng, Person-in-charge of the accounting work, and Tang Xiaoping, Person-in-charge of the accounting organ hereby confirm the factuality and completeness of the Financial Report in this quarterly report. II. Company Profile (I) Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? □ Yes √ No □ Inapplicable 30 Sept. 2012 31 Dec. 2011 Increase/decrease (%) Total assets (RMB Yuan) 3,495,348,805.51 3,236,127,046.06 8.01% Owners’ equity attributable to shareholders of the Company 1,591,794,557.67 1,528,596,536.13 4.13% (RMB Yuan) Share capital (share) 1,011,660,000.00 1,011,660,000.00 0% Net assets per share attributable to shareholders of 1.5734 1.511 4.13% the Company (RMB Yuan/share) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2012 Jan.-Sept. 2012 (%) (%) Gross operating revenues 260,092,023.21 7.42% 707,456,226.28 -11.13% (RMB Yuan) Net profit attributable to shareholders of the Company 23,328,496.44 4.16% 63,412,594.53 -26.86% (RMB Yuan) Net cash flow from operating -- -- -194,934,163.92 -331.46% activities (RMB Yuan) Net cash flow per share from operating activities (RMB -- -- -0.1927 -331.46% Yuan/share) Basic EPS (RMB Yuan/share) 0.02 4.16% 0.0627 -26.86% Diluted EPS (RMB 0.02 4.16% 0.0627 -26.86% Yuan/share) Weighted average ROE (%) 1.48% 0.01% 4.06% 1.83% Weighted average ROE after 1.48% 0.01% 4.07% 1.76% deducting non-recurring gains 1 and losses (%) Items of non-recurring gains and losses √Applicable □Inapplicable Amount during Item Jan.-Sept. 2012 (RMB Notes Yuan) Gains and losses on disposal of non-current assets 5,516.57 Disposal of fixed assets Tax rebate, reduction or exemption due to un-authorized approval or the lack of formal approval documents Government grants recognized in the current year, except for those acquired in the ordinary course of business or granted at certain quotas or amounts according to the country’s unified standards Capital occupation fees received from non-financial enterprises that are included in current gains and losses Gains generated when the investment costs of the Company’s acquiring subsidiaries, associates and joint ventures are less than the fair value of identifiable net assets in the investees attributable to the Company in the acquisition of the investments Exchange gains and losses of non-monetary assets Gains and losses through entrusting others to invest or manage assets Various asset impairment provisions due to acts of God such as natural disasters Gains and losses on debt restructuring Enterprise reorganization expenses, such as expenses on employee settlement and integration Gains and losses on the parts exceeding the fair value when prices of transactions become unfair Net current gains and losses from the period-begin to the combination date of subsidiaries due to business combinations under the same control Gains and losses on contingent matters which are irrelevant to the normal operation of the Company Gains and losses on fair value changes of transactional financial assets and liabilities, and investment gains on disposal of transactional financial assets and liabilities and available-for-sale financial assets, except for the effective hedging business related to the Company’s normal operation Reversal of impairment provisions for accounts receivable which are separately tested for impairment signs Gains and losses on entrustment loans from external parties Gains and losses on fair value changes of investing properties for which the fair value method is adopted for subsequent measurement Current gain and loss effect due to a just-for-once adjustment to current gains and losses according to requirements of taxation and accounting laws and regulations Custodian fee income from entrusted operations with the Company Other non-operating incomes and expenses besides the -94,705.60 Compensation and donation expenses items above Other gain and loss items that meet the definition of non-recurring gains and losses 2 Minority interests effects Income tax effects 18,489.51 Total -70,699.52 -- “Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and loss items recognized as recurring gain and loss items according to the natures and characteristics of the Company’s normal business Involved amount (RMB Item Notes Yuan) (II) Total number of shareholders and top 10 shareholders at the period-end Total number of shareholders Particulars about shares held by the top ten shareholders holding tradable shares Number of tradable shares held Type and number of shares Name of shareholder at period-end Type Number SHENZHEN INVESTMENT 642,884,262 RMB ordinary shares 642,884,262 HOLDINGS CO., LTD JING JIANJUN 1,750,000 RMB ordinary shares 1,750,000 GUOTAI JUNAN Domestically listed foreign SECURITIES(HONGKONG) 1,559,050 1,559,050 shares LIMITED Domestically listed foreign WANG ZHONGMING 1,095,808 1,095,808 shares Domestically listed foreign WU HAOYUAN 1,092,100 1,092,100 shares XUE HAOYUAN 894,956 RMB ordinary shares 894,956 PENG QIONGHUI 890,399 RMB ordinary shares 890,399 YANG MIANWA 826,574 RMB ordinary shares 826,574 AGRICULTURAL BANK OF CHINA—CHINA SOUTHERN 823,159 RMB ordinary shares 823,159 CHINA SECURITIES 500 INDEX FUND (LOF) XU TAIYING 780,000 RMB ordinary shares 780,000 Particulars about shareholders III. Significant Events (I) Significant changes in major accounting data, financial highlights and reasons for these changes √Applicable □Inapplicable Unit: RMB Yuan Opening amount at Increase/decr Items Closing amount Reasons for changes the year-begin ease (%) Prepayments 75,766,197.79 44,871,783.45 68.85% More prepayments for construction The subsidiary Shenzhen Zhentong Short-term borrowings 26,000,000.00 20,000,000.00 30.00% Engineering Co., Ltd. secured more short-term borrowings from banks. 3 Payroll payable 24,413,088.40 36,389,941.35 -32.91% Salaries for last year were paid. The corporate income tax for last year was paid, the business tax and surtax on the Taxes and fares payable -3,117,666.96 2,969,643.65 -204.98% house payments received in advance were prepaid, and land VAT was prepaid according to the pre-levy rate. The Company secured new long-term borrowings from Shenzhen Rural Commercial Bank, the Bank of East Asia, Long-term borrowings 667,755,176.29 299,621,374.64 122.87% Huaxia Bank, China Construction Bank and Industrial and Commercial Bank of China. Increase/decr Jan.-Sept. 2012 Jan.-Sept. 2011 Reasons for changes ease (%) Selling expenses 8,943,293.19 6,776,433.17 31.98% More expenses on project promotion Default fine income on house payments Non-operating income 76,292.34 1,183,641.61 -93.55% receivable decreased over the same period of last year. Translation difference of foreign-currency Other comprehensive -306,532.84 3,437,912.05 -108.92% statements decreased due to changes of income exchange rates. Cash paid for goods The SPG Chuanqi Mountain project and 662,848,364.31 488,929,051.18 35.57% and services the SPG Shanglin Garden project of the Company both started construction within Net cash flows from this year. As a result, payments for -194,934,163.92 84,217,559.08 -331.46% construction increased over the same operating activities period of last year. Net cash flows from 223,764,962.08 -128,566,830.10 274.05% New bank borrowings financing activities (II) Progress of significant events and its influence, as well as the analysis and explanation on solutions 1. About non-standard audit opinion □Applicable √Inapplicable 2. The Company offers capital to the controlling shareholder or its related parties or provides external guarantees in violation of the prescribed procedures. □Applicable √Inapplicable 3. Signing and execution of significant contracts concerning routine operation □Applicable √Inapplicable 4. Others □Applicable √Inapplicable 4 (III) Commitments of the Company or shareholders with an over 5% shareholding made in or carried down into the reporting period □Applicable √Inapplicable (IV) Predict the 2012 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable (V) Other significant events that need to be explained 1. Securities investment □Applicable √Inapplicable 2. Investments in derivatives □Applicable √Inapplicable 3. Derivative investments held at the period-end □Applicable √Inapplicable 4. Researches, visits and interviews received in the reporting period Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company Inquiring about the Company’s operating situation in the first half year of 19 Jul. 2012 Company Office By phone Individual Individual investor 2012, with no written materials being provided by the Company Exchanging opinions on relevant information disclosed in the 31 Aug. 2012 Company Office By phone Individual Individual investor semi-annual report 2012, with no written materials being provided by the Company Inquiring about data in the semi-annual report 2012 and progress of 5 Sept. 2012 Company Office By phone Individual Individual investor investment projects, with no written materials being provided by the Company 5 Inquiring about the progress of the Company’s SPG Chuanqi Mountain 28 Sept. 2012 Company Office By phone Individual Individual investor project and its presale time, with no written materials being provided by the Company 5. Corporate bonds issued Any corporate bonds issued? □ Yes √ No 6