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深深房B:2012年第三季度报告全文(英文版)2012-10-30  

						         SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &
                  PROPERTIES (GROUP) CO., LTD.

                            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

          Items               Closing amount         Opening amount at Increase/decr                   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
Long-term borrowings          667,755,176.29       299,621,374.64         122.87% Commercial Bank, the Bank of East Asia,
                                                                                  Huaxia Bank, China Construction Bank
                                                                                  and Industrial and Commercial Bank of
                                                                                  China.

                          Jan.-Sept. 2012       Jan.-Sept. 2011      Increase/decr            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.

Other comprehensive                                                               Translation difference of foreign-currency
                                 -306,532.84          3,437,912.05       -108.92% statements decreased due to changes of
income
                                                                                  exchange rates.
Cash paid for goods
                              662,848,364.31       488,929,051.18          35.57% The SPG Chuanqi Mountain project and
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


IV. Appendix

(I) Financial statements

Consolidated statements or not?
√ Yes □ No □ Inapplicable
The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified.

1. Consolidated balance sheet

Prepared by: Shenzhen Special Economic Zone Real & Properties (Group) Co., Ltd.
                                                                                                                      Unit: RMB Yuan
                      Item                             Balance as at 30 Sept. 2012                 Balance as at 30 Jun. 2012
Current Assets:
  Monetary funds                                                          358,510,188.43                              333,469,243.72
  Settlement reserves
  Intra-group lendings
  Transactional financial assets
  Notes receivable
  Accounts receivable                                                      21,120,065.26                                19,139,800.22
  Accounts paid in advance                                                 75,766,197.79                                44,871,783.45
  Premiums receivable
  Reinsurance premiums receivable
  Receivable reinsurance contract reserves
  Interest receivable                                                                                                      341,000.00
  Dividend receivable
  Other accounts receivable                                                56,081,589.71                                46,087,935.04
  Financial assets           purchased   under
agreements to resell
  Inventories                                                           2,341,818,988.65                             2,132,760,206.58
  Non-current assets due within 1 year
  Other current assets
Total current assets                                                    2,853,297,029.84                             2,576,669,969.01
Non-current assets:
  Loans by mandate and advances granted



                                                                                                                                          6
  Available-for-sale financial assets
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                   63,346,188.26      63,346,188.26
  Investing property                           492,921,435.47     508,001,693.51
  Fixed assets                                  58,974,013.16      60,918,611.65
  Construction in progress
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                              5,964,501.74       6,196,086.71
  R&D expense
  Goodwill
  Long-term deferred expenses                      442,404.21         591,264.09
  Deferred income tax assets                    20,403,232.83      20,403,232.83
  Other non-current assets
Total of non-current assets                    642,051,775.67     659,457,077.05
Total assets                                  3,495,348,805.51   3,236,127,046.06
Current liabilities:
  Short-term borrowings                         26,000,000.00      20,000,000.00
  Borrowings from Central Bank
  Customer bank deposits and due to
banks and other financial institutions
  Intra-group borrowings
  Transactional financial liabilities
  Notes payable
  Accounts payable                              83,657,768.14     109,202,474.18
  Accounts received in advance                 216,424,062.34     258,976,095.57
  Financial assets sold for repurchase
  Handling charges and commissions
payable
  Employee’s compensation payable              24,413,088.40      36,389,941.35
  Tax payable                                    -3,117,666.96      2,969,643.65
  Interest payable                              16,535,277.94      16,535,277.94
  Dividend payable
  Other accounts payable                       390,908,207.38     384,721,231.13
  Reinsurance premiums payable
  Insurance contract reserves
  Payables for acting trading of securities
  Payables for acting underwriting of
securities
  Non-current liabilities due within 1 year    598,162,578.73     697,095,738.47
  Other current liabilities
Total current liabilities                     1,352,983,315.97   1,525,890,402.29
Non-current liabilities:
  Long-term borrowings                         667,755,176.29     299,621,374.64




                                                                                    7
  Bonds payable
  Long-term payables                                                  11,128,032.45                           10,308,648.22
  Specific payables
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities
Total non-current liabilities                                        678,883,208.74                         309,930,022.86
Total liabilities                                                  2,031,866,524.71                        1,835,820,425.15
Owners’ equity (or shareholders’ equity)
  Paid-up capital (or share capital)                               1,011,660,000.00                        1,011,660,000.00
  Capital reserves                                                   978,244,858.10                         978,244,858.10
  Less: Treasury stock
  Specific reserves
  Surplus reserves                                                     4,974,391.15                            4,974,391.15
  Provisions for general risks
  Retained profits                                                  -412,556,354.36                         -475,968,948.89
  Foreign exchange difference                                          9,471,662.78                            9,686,235.77
Total equity attributable to owners of the
                                                                   1,591,794,557.67                        1,528,596,536.13
Company
Minority interests                                                  -128,312,276.87                         -128,289,915.22
Total owners’ (or shareholders’) equity                          1,463,482,280.80                        1,400,306,620.91
Total liabilities and           owners’    (or
                                                                   3,495,348,805.51                        3,236,127,046.06
shareholders’) equity


Legal representative: Zhou Jianguo                                    Person-in-charge of the accounting work: Wei Hanping
Chief of the accounting division: Tang Xiaoping

2. Balance sheet of the Company

Prepared by: Shenzhen Special Economic Zone Real & Properties (Group) Co., Ltd.
                                                                                                            Unit: RMB Yuan
                      Item                        Balance as at 30 Sept. 2012             Balance as at 30 Jun. 2012
Current Assets:
  Monetary funds                                                     190,775,810.22                         153,281,158.51
  Transactional financial assets
  Notes receivable
  Accounts receivable                                                  4,467,266.68                            4,484,384.86
  Accounts paid in advance                                             3,860,435.00                            1,664,400.00
  Interest receivable                                                                                            341,000.00
  Dividend receivable
  Other accounts receivable                                          370,628,734.73                         305,330,386.21
  Inventories                                                      1,725,786,632.70                        1,522,326,774.87
  Non-current assets due within 1 year
  Other current assets
Total current assets                                               2,295,518,879.33                        1,987,428,104.45
Non-current assets:
  Available-for-sale financial assets
  Held-to-maturity investments




                                                                                                                              8
  Long-term accounts receivable
  Long-term equity investment                  286,516,902.86     286,516,902.86
  Investing property                           431,058,493.65     444,953,535.87
  Fixed assets                                  34,494,490.55      36,367,166.98
  Construction in progress
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                                351,966.74         426,066.71
  R&D expense
  Goodwill
  Long-term deferred expenses                      203,588.70         245,986.35
  Deferred income tax assets                         6,814.20           6,814.20
  Other non-current assets
Total of non-current assets                    752,632,256.70     768,516,472.97
Total assets                                  3,048,151,136.03   2,755,944,577.42
Current liabilities:
  Short-term borrowings
  Transactional financial liabilities
  Notes payable
  Accounts payable                              26,178,616.31      18,844,767.78
  Accounts received in advance                   8,177,610.30      12,627,059.60
  Employee’s compensation payable               6,577,593.31      10,393,956.41
  Tax payable                                    2,350,912.84       1,636,872.67
  Interest payable                              16,535,277.94      16,535,277.94
  Dividend payable
  Other accounts payable                       604,346,332.71     625,106,207.82
  Non-current liabilities due within 1 year    598,162,578.73     557,095,738.47
  Other current liabilities
Total current liabilities                     1,262,328,922.14   1,242,239,880.69
Non-current liabilities:
  Long-term borrowings                         567,755,176.29     299,621,374.64
  Bonds payable
  Long-term payables
  Specific payables
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities
Total non-current liabilities                  567,755,176.29     299,621,374.64
Total liabilities                             1,830,084,098.43   1,541,861,255.33
Owners’ equity (or shareholders’ equity)
  Paid-up capital (or share capital)          1,011,660,000.00   1,011,660,000.00
  Capital reserves                             978,244,858.10     978,244,858.10
  Less: Treasury stock
  Specific reserves




                                                                                    9
  Surplus reserves
  Provisions for general risks
  Retained profits                                                 -771,837,820.50                            -775,821,536.01
  Foreign exchange difference
Total owners’ (or shareholders’) equity                         1,218,067,037.60                           1,214,083,322.09
Total liabilities and          owners’      (or
                                                                  3,048,151,136.03                           2,755,944,577.42
shareholders’) equity


Legal representative: Zhou Jianguo                                       Person-in-charge of the accounting work: Wei Hanping
Chief of the accounting division: Tang Xiaoping

3. Consolidated income statement for the reporting period

Prepared by: Shenzhen Special Economic Zone Real & Properties (Group) Co., Ltd.
                                                                                                               Unit: RMB Yuan
                       Item                            Jul.-Sept. 2012                            Jul.-Sept. 2011
I. Total operating revenues                                         260,092,023.21                             242,120,819.58
Including: Sales income                                             260,092,023.21                             242,120,819.58
          Interest income
          Premium income
          Handling charge and commission
income
II. Total operating cost                                            229,692,873.52                             211,653,234.88
Including: Cost of sales                                            198,307,415.26                             159,563,211.24
          Interest expenses
       Handling charge and commission
expenses
          Surrenders
          Net claims paid
       Net amount withdrawn for the
insurance contract reserve
          Expenditure on policy dividends
          Reinsurance premium
          Taxes and associate charges                                13,766,085.08                              35,790,611.07
         Selling and distribution expenses                               2,686,916.96                               2,552,854.55
         Administrative expenses                                     13,902,482.50                              14,791,327.12
         Financial expenses                                              1,029,973.72                               -1,044,769.10
         Asset impairment loss
Add: Gain/(loss) from change in fair value
                                                                                 0.00                                   -5,485.30
(“-” means loss)
       Gain/(loss) from investment (“-”
                                                                                 0.00                                  30,596.18
means loss)
       Including: share of profits in
associates and joint ventures
          Foreign exchange gains (“-” means
loss)
III. Business profit (“-” means loss)                              30,399,149.69                              30,492,695.58
        Add: non-operating income                                           13,330.50                                  45,620.60
        Less: non-operating expense                                        116,923.10                                   6,508.90
            Including: loss from non-current                                12,306.83                                  38,244.79



                                                                                                                               10
asset disposal
IV. Total profit (“-” means loss)                                      30,295,557.09                               30,531,807.28
     Less: Income tax expense                                               6,921,279.56                                8,085,616.39
V. Net profit (“-” means loss)                                         23,374,277.53                               22,446,190.89
    Including: Net profit achieved by
                                                                                    0.00                                        0.00
combined parties before the combinations
   Attributable       to    owners       of   the
                                                                         23,328,496.44                               22,396,801.90
Company
     Minority shareholders’ income                                            45,781.09                                   49,388.99
VI. Earnings per share                                           --                                          --
     (I) Basic earnings per share                                                   0.02                                      0.0221
     (II) Diluted earnings per share                                                0.02                                      0.0221
VII. Other comprehensive incomes                                             -230,313.25                                1,494,654.45
VIII. Total comprehensive incomes                                        23,143,964.28                               23,940,845.34
   Attributable       to    owners       of   the
                                                                         23,159,028.66                               23,421,386.10
Company
     Attributable to minority shareholders                                    -15,064.38                                  519,459.24
Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before
the business mergers was RMB 0.

Legal representative: Zhou Jianguo                                          Person-in-charge of the accounting work: Wei Hanping
Chief of the accounting division: Tang Xiaoping

4. Income statement of the Company for the reporting period

Prepared by: Shenzhen Special Economic Zone Real & Properties (Group) Co., Ltd.
                                                                                                                    Unit: RMB Yuan
                     Item                                 Jul.-Sept. 2012                             Jul.-Sept. 2011
I. Total sales                                                           17,438,099.54                               13,207,661.04
  Less: cost of sales                                                       5,676,010.54                                6,411,718.51
        Business taxes and surcharges                                       2,832,560.68                                2,578,112.02
        Distribution expenses                                               1,407,623.71                                   99,776.46
        Administrative expenses                                             6,442,126.39                                6,512,902.70
        Financial costs                                                      -701,658.21                                -1,508,327.07
        Impairment loss
  Add: gain/(loss) from change in fair
                                                                                    0.00                                    -5,485.30
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                                    0.00                                    5,383.40
means loss)
       Including: income form investment
on associates and joint ventures
II. Business profit (“-” means loss)                                      1,781,436.43                                 -886,623.48
  Add: non-business income                                                                                                      0.00
  Less: non-business expense                                                   15,000.00                                    2,000.00
        Including: loss from non-current
asset disposal
III. Total profit (“-” means loss)                                        1,766,436.43                                 -888,623.48
  Less: income tax expense
IV. Net profit (“-” means loss)                                           1,766,436.43                                 -888,623.48
V. Earnings per share                                            --                                          --




                                                                                                                                   11
  (I) Basic earnings per share
  (II) Diluted earnings per share
VI. Other comprehensive income
VII. Total comprehensive income                                         1,766,436.43                            -888,623.48


Legal representative: Zhou Jianguo                                   Person-in-charge of the accounting work: Wei Hanping
Chief of the accounting division: Tang Xiaoping

5. Consolidated income statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by: Shenzhen Special Economic Zone Real & Properties (Group) Co., Ltd.
                                                                                                           Unit: RMB Yuan
                      Item                            Jan.-Sept. 2012                         Jan.-Sept. 2011
I. Total operating revenues                                        707,456,226.28                          796,040,623.55
  Including: Sales income                                          707,456,226.28                          796,040,623.55
         Interest income
         Premium income
         Handling charge and commission
income
II. Total operating cost
  Including: Cost of sales                                         508,790,024.38                          541,262,724.67
         Interest expenses
       Handling charge and commission
expenses
         Surrenders
         Net claims paid
       Net amount withdrawn for the
insurance contract reserve
         Expenditure on policy dividends
         Reinsurance premium
         Taxes and associate charges                                 58,482,168.79                          85,109,084.35
        Selling and distribution expenses                               8,943,293.19                            6,776,433.17
        Administrative expenses                                      43,165,905.68                          45,968,506.87
        Financial expenses                                              4,449,829.73                            4,665,784.98
        Asset impairment loss
  Add: Gain/(loss) from change in fair
                                                                               0.00                               19,993.75
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                          50,000.00                               91,195.41
means loss)
       Including: share of profits in
associates and joint ventures
         Foreign exchange gains (“-” means
loss)
III. Business profit (“-” means loss)                              83,675,004.51                         112,369,278.67
  Add: non-operating income                                               76,292.34                             1,183,641.61
  Less: non-operating expense                                            165,481.37                              190,122.49
        Including: loss from non-current
                                                                          21,482.63                               38,244.79
asset disposal
IV. Total profit (“-” means loss)                                  83,585,815.48                         113,362,797.79
  Less: Income tax expense                                           20,103,622.75                          26,634,173.30



                                                                                                                          12
V. Net profit (“-” means loss)                                     63,482,192.73                              86,728,624.49
  Including: Net profit achieved by
                                                                                0.00                                      0.00
combined parties before the combinations
  Attributable to owners of the Company                              63,412,594.53                              86,697,661.76
  Minority shareholders’ income                                           69,598.20                                 30,962.73
VI. Earnings per share                                        --                                        --
     (I) Basic earnings per share                                             0.0627                                    0.0857
     (II) Diluted earnings per share                                          0.0627                                    0.0857
VII. Other comprehensive incomes                                         -306,532.84                               3,437,912.05
VIII. Total comprehensive incomes                                    63,175,659.89                              90,166,536.54
   Attributable      to     owners       of   the
                                                                     63,198,021.54                              89,082,526.28
Company
     Attributable to minority shareholders                                 -22,361.65                              1,084,010.26
Where business mergers under the same control occurred from 1 Jan. 2012 to 30 Sept. 2012, the net profit achieved by the merged
parties before the business mergers was RMB 0.

Legal representative: Zhou Jianguo                                    Person-in-charge of the accounting work: Wei Hanping
Chief of the accounting division: Tang Xiaoping

6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by: Shenzhen Special Economic Zone Real & Properties (Group) Co., Ltd.
                                                                                                              Unit: RMB Yuan
                     Item                              Jan.-Sept. 2012                           Jan.-Sept. 2011
I. Total sales                                                       52,617,000.78                              69,381,098.13
  Less: cost of sales                                                18,749,040.41                              31,881,465.03
        Business taxes and surcharges                                    8,340,361.92                           11,878,802.00
        Distribution expenses                                            3,591,038.63                               299,784.94
        Administrative expenses                                      20,034,755.36                              19,972,067.63
        Financial costs                                               -2,066,680.05                                2,641,559.92
        Impairment loss
  Add: gain/(loss) from change in fair
                                                                                0.00                                 19,993.75
value (“-” means loss)
       Gain/(loss) from investment (“-”
                                                                                0.00                                 -34,017.37
means loss)
       Including: income form investment
on associates and joint ventures
II. Business profit (“-” means loss)                                   3,968,484.51                              2,693,394.99
  Add: non-business income                                                 30,231.00                                995,716.90
  Less: non-business expense                                               15,000.00                                 30,910.00
        Including: loss from non-current
asset disposal
III. Total profit (“-” means loss)                                     3,983,715.51                              3,658,201.89
  Less: income tax expense
IV. Net profit (“-” means loss)                                        3,983,715.51                              3,658,201.89
V. Earnings per share                                         --                                        --
  (I) Basic earnings per share
  (II) Diluted earnings per share
VI. Other comprehensive income
VII. Total comprehensive income                                          3,983,715.51                              3,658,201.89



                                                                                                                             13
Legal representative: Zhou Jianguo                                   Person-in-charge of the accounting work: Wei Hanping
Chief of the accounting division: Tang Xiaoping

7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by: Shenzhen Special Economic Zone Real & Properties (Group) Co., Ltd.
                                                                                                           Unit: RMB Yuan
                    Item                              Jan.-Sept. 2012                         Jan.-Sept. 2011
I. Cash flows from operating activities:
  Cash received from sale of commodities
                                                                   654,720,138.94                          800,275,647.46
and rendering of service
  Net increase of deposits from customers
and dues from banks
  Net increase of loans from the central
bank
  Net increase of funds borrowed from
other financial institutions
   Cash received from premium of original
insurance contracts
  Net cash received from reinsurance
business
  Net increase of deposits of policy
holders and investment fund
   Net increase of disposal of tradable
financial assets
  Cash received from interest, handling
charges and commissions
  Net increase of intra-group borrowings
  Net increase of funds in repurchase
business
  Tax refunds received
  Other cash received relating to operating
                                                                     61,616,695.25                          54,674,542.89
activities
Subtotal of cash inflows from operating
                                                                   716,336,834.19                          854,950,190.35
activities
  Cash paid for goods and services                                 662,848,364.31                          488,929,051.18
  Net increase of customer lendings and
advances
  Net increase of funds deposited in the
central bank and amount due from banks
   Cash for paying claims of the original
insurance contracts
  Cash for paying interest, handling
charges and commissions
  Cash for paying policy dividends
  Cash paid to and for employees                                     79,966,576.87                          90,372,640.81
  Various taxes paid                                                 88,014,987.65                          89,254,865.36
  Other cash payment relating to operating
                                                                     80,441,069.28                         102,176,073.92
activities
Subtotal of cash outflows from operating
                                                                    911,270,998.11                         770,732,631.27
activities
Net cash flows from operating activities                           -194,934,163.92                          84,217,559.08
II. Cash flows from investing activities:




                                                                                                                       14
  Cash received from withdrawal of
investments
  Cash received        from    return      on
                                                          0.00       175,000.00
investments
  Net cash received from disposal of fixed
assets, intangible assets and other                  16,500.00        46,960.00
long-term assets
  Net cash received from disposal of
subsidiaries or other business units
  Other cash received relating to investing
activities
Subtotal of cash inflows from investing
                                                     16,500.00       221,960.00
activities
   Cash paid to acquire fixed assets,
                                                  4,163,753.00      4,427,565.95
intangible assets and other long-term assets
  Cash paid for investment
  Net increase of pledged loans
  Net cash paid to acquire subsidiaries and
other business units
  Other cash payments          relating    to
investing activities
Subtotal of cash outflows from investing
                                                  4,163,753.00      4,427,565.95
activities
Net cash flows from investing activities         -4,147,253.00     -4,205,605.95
III. Cash Flows from Financing Activities:
  Cash received from capital contributions
  Including: Cash received from minority
shareholder investments by subsidiaries
  Cash received from borrowings                 576,000,000.00    20,000,000.00
  Cash received from issuance of bonds
  Other cash received relating to financing
activities
Subtotal of cash inflows from financing
                                                576,000,000.00    20,000,000.00
activities
  Repayment of borrowings                       301,272,355.34    95,320,066.50
   Cash paid for interest expenses and
                                                 50,962,682.58    51,246,252.40
distribution of dividends or profit
   Including: dividends or profit paid by
subsidiaries to minority shareholders
   Other cash payments         relating    to
                                                                    2,000,511.20
financing activities
Sub-total of cash outflows from financing
                                                352,235,037.92   148,566,830.10
activities
Net cash flows from financing activities        223,764,962.08   -128,566,830.10
IV. Effect of foreign exchange rate
                                                   357,399.55      -1,665,865.53
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                 25,040,944.71    -50,220,742.50
equivalents
  Add: Opening balance of cash and cash
                                                324,967,185.86   379,720,636.21
equivalents
VI. Closing balance of cash and cash
                                                350,008,130.57   329,499,893.71
equivalents




                                                                              15
Legal representative: Zhou Jianguo                                   Person-in-charge of the accounting work: Wei Hanping
Chief of the accounting division: Tang Xiaoping

8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by: Shenzhen Special Economic Zone Real & Properties (Group) Co., Ltd.
                                                                                                           Unit: RMB Yuan
                    Item                              Jan.-Sept. 2012                         Jan.-Sept. 2011
I. Cash flows from operating activities:
  Cash received from sale of commodities
                                                                     48,007,162.14                          78,831,144.03
and rendering of service
  Tax refunds received
  Other cash received relating to operating
                                                                   305,701,687.85                          123,249,787.25
activities
Subtotal of cash inflows from operating
                                                                   353,708,849.99                          202,080,931.28
activities
  Cash paid for goods and services                                 215,887,260.25                           65,684,509.66
  Cash paid to and for employees                                     24,035,928.18                          28,498,782.65
  Various taxes paid                                                 11,340,345.22                          17,367,581.97
  Other cash payment relating to operating
                                                                   328,004,129.50                           54,723,251.39
activities
Subtotal of cash outflows from operating
                                                                   579,267,663.15                          166,274,125.67
activities
Net cash flows from operating activities                           -225,558,813.16                          35,806,805.61
II. Cash flows from investing activities:
  Cash received        from     retraction   of
investments
  Cash received          from     return     on
                                                                              0.00                               75,000.00
investments
  Net cash received from disposal of fixed
assets, intangible assets and other
long-term assets
  Net cash received from disposal of
subsidiaries or other business units
     Other cash received          relating   to
investing activities
Subtotal of cash inflows from investing
                                                                              0.00                               75,000.00
activities
   Cash paid to acquire fixed assets,
                                                                        448,597.00                              766,849.77
intangible assets and other long-term assets
  Cash paid for investment
  Net cash paid to acquire subsidiaries and
other business units
  Other cash payments            relating    to
investing activities
Subtotal of cash outflows from investing
                                                                        448,597.00                              766,849.77
activities
Net cash flows from investing activities                                -448,597.00                             -691,849.77
III. Cash Flows from Financing Activities:
   Cash       received        from      capital
contributions
    Cash received from borrowings
    Cash received from issuance of bonds                           450,000,000.00                                     0.00



                                                                                                                         16
    Other cash received       relating     to
                                                            0.00                                  0.00
financing activities
Subtotal of cash inflows from financing
                                                  450,000,000.00                                  0.00
activities
     Repayment of borrowings                      141,272,355.34                         20,520,066.50
    Cash paid for interest expenses and
                                                   45,225,318.69                         38,717,621.21
distribution of dividends or profit
     Other cash payments relating to
                                                            0.00                          2,000,511.20
financing activities
Sub-total of cash outflows from financing
                                                  186,497,674.03                         61,238,198.91
activities
Net cash flows from financing activities          263,502,325.97                        -61,238,198.91
IV. Effect of foreign exchange rate
                                                         -264.10                               -616.01
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                   37,494,651.71                        -26,123,859.08
equivalents
     Add: Opening balance of cash and
                                                  144,779,100.65                        191,108,590.15
cash equivalents
VI. Closing balance of cash and cash
                                                  182,273,752.36                        164,984,731.07
equivalents


Legal representative: Zhou Jianguo                 Person-in-charge of the accounting work: Wei Hanping
Chief of the accounting division: Tang Xiaoping

(II) Audit report

Auditor’s opinion
Summary of audit report




                                                                                                    17