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