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深深房B:2013年第一季度报告全文(英文版)2013-04-23  

						       Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.




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

                      Report for the First Quarter of 2013

                                                 2013-010




                                             April 2013

                                                                                                                      1
                Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.




                                   Section I. Important Reminders

The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (hereinafter referred to as “the
Company”) warrant that the information carried in this report is factual, accurate and complete, without any false
record, misleading statement or material omission. And they shall be jointly and severally liable for that.


Zhou Jianguo, chairman of the Board of Directors, Chen Maozheng, GM, Wei Hanping, chief of the accounting
work, and Tang Xiaoping, chief of the accounting organ (chief of accounting), hereby confirm that the financial
statements enclosed in this report are factual, accurate and complete.


Except the following directors, all other directors have attended in person the board session for reviewing this
report.

                                                                  Reason for not attending the
           Name                            Position                                                     Name of proxy
                                                                    board session in person

Chen Maozheng                   Director                        On a business trip               Zhou Jianguo



This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions,
the Chinese version shall prevail.




                                                                                                                               2
                 Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.




             Section II. Financial Highlights & Change of Shareholders

I. Financial highlights

Does the Company adjust retrospectively or restate any accounting data of previous years?
□ Yes √ No

                                                  Jan.-Mar. 2013                 Jan.-Mar. 2012                    +/- (%)

Operating revenues (RMB Yuan)                             164,450,026.79               233,274,476.76                          -29.5%

Net profit attributable to shareholders of
                                                             3,508,651.86               22,039,543.14                         -84.08%
the Company (RMB Yuan)
Net profit attributable to shareholders of
the Company after extraordinary gains and                    3,501,642.35               22,021,940.42                          -84.1%
losses (RMB Yuan)
Net cash flows from operating activities
                                                          270,776,251.76                -16,248,114.45                     1,766.51%
(RMB Yuan)

Basic EPS (RMB Yuan/share)                                           0.0035                       0.0218                      -83.94%

Diluted EPS (RMB Yuan/share)                                         0.0035                       0.0218                      -83.94%

Weighted average ROE (%)                                             0.21%                        1.43%                        -1.22%

                                                      31 Mar. 2013                31 Dec. 2012                    +/- (%)

Total assets (RMB Yuan)                                  4,070,105,669.60             3,712,770,828.30                          9.62%

Net assets attributable to shareholders of
                                                         1,639,305,492.32             1,635,376,098.73                          0.24%
the Company (RMB Yuan)

Items and amounts of extraordinary gains and losses
√ Applicable □ Inapplicable
                                                                                                                       Unit: RMB Yuan

                                Item                                   1 Jan. 2013-31 Mar. 2013              Explanation

Non-operating income and expense other than the above                                    8,312.01

Income tax effects                                                                       1,302.50

Total                                                                                    7,009.51                 --


II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders

                                                                                                                             Unit: share

Total number of shareholders at the
                                                                                                                               83,721
period-end

                                               Shareholdings of top 10 shareholders

     Name of            Nature of        Shareholding     Total shares held     Number of             Pledged or frozen shares


                                                                                                                                        3
                Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  shareholder        shareholder      percentage (%)    at the period-end restricted shares
                                                                                                 Status of shares Number of shares
                                                                                held

SHENZHEN
INVESTMENT        State-owned
                                              63.55%        642,884,262                     0
HOLDINGS CO., corporation
LTD

                  Domestic natural
LIU YONGKUI                                    0.28%           2,812,349                    0
                  person

                  Domestic natural
JING JIANJUN                                   0.17%           1,750,000                    0
                  person

GUOTAI
JUNAN
                  Foreign
SECURITIES(H                                   0.15%           1,536,250                    0
                  corporation
ONGKONG)
LIMITED

YANG              Domestic natural
                                                0.11%          1,138,900                    0
SHUILIAN          person

THE
CUSTOMER
CREDIT
TRANSACTION Domestic
GUARANTEE         non-state-owned               0.11%          1,116,294                    0
SECURITIES        corporation
ACCOUNT OF
GF SECURITIES
CO., LTD.

WANG              Domestic natural
                                                0.11%          1,095,808                    0
ZHONGMING         person

                  Foreign natural
WU HAOYUAN                                      0.11%          1,092,100                    0
                  person

                  Foreign natural
LI, LONG CHIU                                  0.09%             950,550                    0
                  person

XUE               Domestic natural
                                               0.09%             894,956                    0
HAOYUAN           person

                                      Shareholdings of top 10 non-restricted shareholders

                                                                                                         Variety of shares
       Name of shareholder                   Number of non-restricted shares held
                                                                                                     Variety          Number

SHENZHEN INVESTMENT                                                                             RMB ordinary
                                                                               642,884,262                             642,884,262
HOLDINGS CO., LTD                                                                               shares

LIU YONGKUI                                                                       2,812,349 RMB ordinary                     2,812,349


                                                                                                                                         4
                 Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


                                                                                              shares

                                                                                              RMB ordinary
JING JIANJUN                                                                      1,750,000                            1,750,000
                                                                                              shares

GUOTAI JUNAN                                                                                  Domestically
SECURITIES(HONGKONG)                                                              1,536,250 listed foreign             1,536,250
LIMITED                                                                                       shares

                                                                                              RMB ordinary
YANG SHUILIAN                                                                     1,138,900                            1,138,900
                                                                                              shares

THE CUSTOMER CREDIT
TRANSACTION GUARANTEE                                                                         RMB ordinary
                                                                                  1,116,294                            1,116,294
SECURITIES ACCOUNT OF GF                                                                      shares
SECURITIES CO., LTD.

                                                                                              Domestically
WANG ZHONGMING                                                                    1,095,808 listed foreign             1,095,808
                                                                                              shares

                                                                                              Domestically
WU HAOYUAN                                                                        1,092,100 listed foreign             1,092,100
                                                                                              shares

                                                                                              Domestically
LI, LONG CHIU                                                                       950,550 listed foreign              950,550
                                                                                              shares

                                                                                              RMB ordinary
XUE HAOYUAN                                                                         894,956                             894,956
                                                                                              shares

Explanation on associated
relationship or persons acting in
                                     N/A
concert among the above-mentioned
shareholders




                                                                                                                                   5
              Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.




                                  Section III. Significant Events

I. Significant changes of the major accounting statement items and financial indicators for the
reporting period, as well as the reasons for these changes

1. The operating revenues for the reporting period stood at RMB 164.45 million, down 29.50% over the same
period of last year; the total profit stood at RMB 6.42 million, down 78.07% over the same period of last year; and
the net profit attributable to owners of the Company stood at RMB 3.51 million, down 84.08% over the same
period of last year. The revenues and profit for the reporting period decreased manly because there were only
some leftover houses for sale in the Jinye Island International Garden project of the wholly-funded subsidiary
Shantou Hualin Real Estate Development Co., Ltd. and the relevant operating revenue decreased. For the
reporting period, the operating revenues of Shantou Hualin Real Estate Development Co., Ltd. stood at RMB
31.18 million, down 65.47% over the same period of last year. And its net profit stood at RMB 7.63 million, down
63.64% over the same period of last year. The “SPG Chuanqi Hill” project of the headquarters of the Company
entered presale at the end of 2012, but it has yet reached the carry-over conditions for now.
2. Prepayments stood at RMB 65.85 million, up 65.96% over the year-begin, which was mainly because the
engineering prepayments by the wholly-funded subsidiary Shenzhen Zhentong Engineering Co., Ltd. increased.
3. Other current assets stood at RMB 12.05 million, up 54.90% over the year-begin, which was mainly because
the paid taxes on the presale income of the headquarters of the Company increased.
4. Short-term borrowings stood at RMB 16 million, down 83.33% over the year-begin, which was mainly because
some bank loans were repaid.
5. Accounts received in advance stood at RMB 904.68 million, up 122.17% over the year-begin, which was
mainly due to the payments received by the headquarters of the Company for selling houses of the “SPG Chuanqi
Hill” project.
6. Taxes and fares payable stood at RMB 10.85 million, down 45.66% over the year-begin, which was mainly
because the turnover tax withdrawn at the end of last year was paid.
7. Net cash flows from operating activities stood at RMB 270.78 million, up 1766.51% over the same period of
last year, which was mainly due to the payments received by the headquarters of the Company for selling houses
of the “SPG Chuanqi Hill” project.
8. Net cash flows from financing activities stood at RMB -139.52 million, down 124.68% over the same period of
last year, which was mainly because some bank loans were repaid.

II. Progress of significant events and analysis & explanations on their influence and solutions

In order to continue the implementation of the “Basic Rules of Internal Control for Enterprises” and its mating
guidelines and according to the internal control improvement arrangements for 2013, the Company has, upon
deliberation, planned to include Shenzhen Zhentong Engineering Co., Ltd. in its internal control improvement
scope. And the relevant work has been proceeding as scheduled.
                                                                                                 Website index for the
                 Overview of the significant event                       Date of disclosure    disclosed relevant interim
                                                                                                        report



                                                                                                                             6
                 Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


Concerning the Dong Hu Di Jing Building project, in early September
2012, Shenzhen General Institute of Architectural Design and Research
Co., Ltd. completed the first draft of design under entrustment of the
Company, which was later submitted to the relevant department of the
first administration directly under Shenzhen Urban Planning and Land
Resources Commission for review and approval. In the middle of
November 2012, the Company submitted the revised design plan and 30 Mar. 2013                      http://www.cninfo.com.cn
planning key points to the first administration. Upon review, the first
administration decided to withdraw the “Decision on Idle Land” first. In
early 2013, the first administration reported its withdrawal decision to the
UPLR Commission for deliberation and approval. And the Company will
kick off preparations for the project as soon as the “Decision on Idle
Land” is withdrawn.


III. Commitments made by the Company or any shareholder with a shareholding over 5% in
the reporting period or such commitments carried down into the reporting period

                                                     Commitment        Contents of       Date of     Period of
                 Commitment                                                                                          Execution
                                                         maker        commitment      commitment   commitment

Share reform commitment

Commitment made in an acquisition report or
a report on equity changes

Commitment made in asset reorganization

Commitment made in IPO or re-financing

Commitment made to minority shareholders
of the Company

Executed in time or not                            Yes

Is a commitment made concerning any
resulted horizontal competition and                No
related-party transaction?


IV. Predict the operating results of Jan.-Jun. 2013

Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the
next reporting period according to prediction, as well as explanations on the reasons:
√ Applicable □ Inapplicable
Prediction: significant decrease in the same direction
Type of the predicted data: interval data

                                            Jan.-Jun. 2013           Jan.-Jun. 2012                  +/- (%)

Predicted accumulative net
                                            500 --           1,000             4,008 Down                75.05% --       87.52%
profit (RMB Ten thousand)


                                                                                                                                  7
                 Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


Basic EPS (RMB Yuan/share)                  0.0049 --                0.0099                0.0396 Down                               75% --        87.63%

                                      In the same period of last year, the Company’s profit mainly came from the Jinye Island
                                      International Garden project of its wholly-funded subordinate Shantou Hualin Real Estate
Explanation       about         the
                                      Development Co., Ltd.. In the reporting period, there were only some leftover houses of the project
predictions
                                      for sale. The “SPG Chuanqi Hill” project of the headquarters of the Company entered presale at the
                                      end of 2012, but it cannot reach the carry-over conditions by the end of the next reporting period.


V. Securities investments

                                                                     Sharehold                   Sharehold               Gain/loss
                                         Initial      Number                       Number                    Closing
                                                                        ing                         ing                     for
                                       investmen of shares                        of shares                   book
Variety of Code of        Name of                                    percentag                   percentag               reporting Accounti Source of
                                          t cost       held at                     held at                    value
securities securities securities                                       e at                        e at                   period      ng title   securities
                                         (RMB        period-be                    period-en                   (RMB
                                                                     period-be                   period-en                (RMB
                                         Yuan)          gin                           d                       Yuan)
                                                                        gin                         d                     Yuan)

Total                                        0.00                0      --                   0      --            0.00        0.00       --          --

Explain shareholdings in other listed companies:
N/A


VI. Derivative investments

Derivative investments held at period-end:
□ Applicable √ Inapplicable
Explanation


VII. 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

                                                                                                                            2012 annual operation of
                                                                                                                            the Company. The
25 Jan. 2013         Company Office                By phone                   Individual             Individual investor
                                                                                                                            Company provided no
                                                                                                                            written materials.

                                                                                                                            2012 annual operation and
                                                                                                                            project progress of the
14 Mar. 2013         Company Office                By phone                   Individual             Individual investor Company. The Company
                                                                                                                            provided no written
                                                                                                                            materials.

                                                                                                                            The operating situation in
5 Apr. 2013          Company Office                By phone                   Individual             Individual investor 2013 and arrangements for
                                                                                                                            convening the general


                                                                                                                                                              8
Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


                                                                                    meeting. The Company
                                                                                    provided no written
                                                                                    materials.




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                  Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.




                                      Section IV. Financial Statements

I. Financial statements

1. Consolidated balance sheet

Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
                                                                                                                  Unit: RMB Yuan

                   Item                                Closing balance                             Opening balance

Current Assets:

  Monetary funds                                                      616,868,072.89                              496,805,905.01

  Settlement reserves

  Intra-group lendings

  Transactional financial assets

  Notes receivable

  Accounts receivable                                                    31,790,385.17                             24,413,187.02

  Accounts paid in advance                                               65,850,144.71                             39,677,550.07

  Premiums receivable

  Reinsurance premiums receivable

  Receivable      reinsurance      contract
reserves

  Interest receivable

   Dividend receivable                                                    1,052,192.76                               1,052,192.76

  Other accounts receivable                                              60,078,687.99                             56,894,335.01

  Financial assets purchased under
agreements to resell

  Inventories                                                       2,632,830,246.83                            2,431,754,464.54

  Non-current assets due within 1 year

  Other current assets                                                   12,051,933.23                               7,780,460.78

Total current assets                                                3,420,521,663.58                            3,058,378,095.19

Non-current assets:

  Loans by mandate and advances
granted

  Available-for-sale financial assets

  Held-to-maturity investments


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                   Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  Long-term accounts receivable

  Long-term equity investment                                           75,225,969.30                               75,225,969.30

  Investing property                                                   482,518,295.85                              487,373,443.43

  Fixed assets                                                          63,488,581.90                               63,204,808.66

  Construction in progress

  Engineering materials

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                                                      5,735,911.76                                5,866,106.75

  R&D expense

  Goodwill

  Long-term deferred expenses                                              784,006.83                                  427,321.35

  Deferred income tax assets                                            19,881,649.62                               19,881,649.62

  Other non-current assets                                               1,949,590.76                                2,413,434.00

Total of non-current assets                                            649,584,006.02                              654,392,733.11

Total assets                                                         4,070,105,669.60                            3,712,770,828.30

Current liabilities:

  Short-term borrowings                                                 16,000,000.00                               96,000,000.00

  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                                                      61,786,182.48                               72,660,833.60

  Accounts received in advance                                         904,681,372.42                              407,194,198.80

  Financial assets sold for repurchase

  Handling charges and commissions
payable

  Employee’s compensation payable                                      30,628,214.94                               36,675,028.18

  Tax payable                                                           10,845,045.38                               19,958,153.14

  Interest payable                                                      16,535,277.94                               18,395,916.84

  Dividend payable

  Other accounts payable                                               399,533,298.46                              394,741,726.29


                                                                                                                                 11
                    Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  Reinsurance premiums payable

  Insurance contract reserves

  Payables       for    acting    trading   of
securities

  Payables for acting underwriting of
securities

  Non-current liabilities due within 1
                                                                        349,361,543.41                              299,261,270.80
year

  Other current liabilities

Total current liabilities                                             1,789,370,935.03                            1,344,887,127.65

Non-current liabilities:

  Long-term borrowings                                                  757,992,882.44                              849,636,078.25

  Bonds payable

  Long-term payables                                                     11,427,357.94                               11,136,124.62

  Specific payables

  Estimated liabilities

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities                                           769,420,240.38                              860,772,202.87

Total liabilities                                                     2,558,791,175.41                            2,205,659,330.52

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                                                     -365,645,753.50                             -369,154,405.36

  Foreign exchange difference                                            10,071,996.57                                9,651,254.84

Total equity attributable to owners of
                                                                      1,639,305,492.32                            1,635,376,098.73
the Company

Minority interests                                                     -127,990,998.13                             -128,264,600.95

Total owners’ (or shareholders’) equity                             1,511,314,494.19                            1,507,111,497.78

Total     liabilities   and      owners’   (or
                                                                      4,070,105,669.60                            3,712,770,828.30
shareholders’) equity


                                                                                                                                  12
                   Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


Legal representative: Zhou Jianguo                                                  Chief of the accounting work: Wei Hanping


Chief of the accounting organ: Tang Xiaoping


2. Balance sheet of the Company

Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
                                                                                                                   Unit: RMB Yuan

                    Item                                Closing balance                             Opening balance

Current Assets:

  Monetary funds                                                       400,316,869.15                              223,827,179.97

  Transactional financial assets

  Notes receivable

  Accounts receivable                                                     12,204,385.57                             13,663,339.96

  Accounts paid in advance                                                  317,222.08                                  55,500.00

  Interest receivable

  Dividend receivable

  Other accounts receivable                                            351,680,895.95                              343,568,799.28

  Inventories                                                        1,954,902,774.06                            1,844,523,622.50

  Non-current assets due within 1 year

  Other current assets                                                     4,088,540.34                                         0.00

Total current assets                                                 2,723,510,687.15                            2,425,638,441.71

Non-current assets:

  Available-for-sale financial assets

  Held-to-maturity investments

  Long-term accounts receivable

  Long-term equity investment                                          298,396,683.90                              298,396,683.90

  Investing property                                                   421,795,132.17                              426,426,812.91

  Fixed assets                                                            33,275,130.29                             33,944,334.56

  Construction in progress

  Engineering materials

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                                                         302,566.76                                 327,266.75

  R&D expense



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                    Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  Goodwill

  Long-term deferred expenses                                               175,323.60                                  189,456.15

  Deferred income tax assets                                                  6,814.20                                     6,814.20

  Other non-current assets                                                1,949,590.76                                1,376,400.00

Total of non-current assets                                             755,901,241.68                              760,667,768.47

Total assets                                                          3,479,411,928.83                            3,186,306,210.18

Current liabilities:

  Short-term borrowings                                                            0.00                              70,000,000.00

  Transactional financial liabilities

  Notes payable

  Accounts payable                                                       19,904,526.16                               24,195,725.69

  Accounts received in advance                                          703,749,456.00                              280,272,668.00

  Employee’s compensation payable                                       11,063,835.54                               10,848,111.62

  Tax payable                                                             4,296,575.35                                6,204,121.44

  Interest payable                                                       16,535,277.94                               18,020,083.50

  Dividend payable

  Other accounts payable                                                600,434,651.69                              608,165,106.86

  Non-current liabilities due within 1
                                                                        349,361,543.41                              299,261,270.80
year

  Other current liabilities

Total current liabilities                                             1,705,345,866.09                            1,316,967,087.91

Non-current liabilities:

  Long-term borrowings                                                  557,992,882.44                              649,636,078.25

  Bonds payable

  Long-term payables

  Specific payables

  Estimated liabilities

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities                                           557,992,882.44                              649,636,078.25

Total liabilities                                                     2,263,338,748.53                            1,966,603,166.16

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


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                 Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  Less: Treasury stock

  Specific reserves

  Surplus reserves

  Provisions for general risks

  Retained profits                                                  -773,831,677.80                             -770,201,814.08

  Foreign exchange difference

Total owners’ (or shareholders’) equity                          1,216,073,180.30                            1,219,703,044.02

Total   liabilities     and    owners’   (or
                                                                   3,479,411,928.83                            3,186,306,210.18
shareholders’) equity


Legal representative: Zhou Jianguo                                                Chief of the accounting work: Wei Hanping


Chief of the accounting organ: Tang Xiaoping


3. Consolidated income statement

Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
                                                                                                                 Unit: RMB Yuan

                      Item                             Jan.-Mar. 2013                              Jan.-Mar. 2012

I. Total operating revenues                                          164,450,026.79                              233,274,476.76

Including: Sales income                                              164,450,026.79                              233,274,476.76

        Interest income

        Premium income

        Handling             charge       and
commission income

II. Total operating cost                                             158,041,116.08                              204,043,164.17

Including: Cost of sales                                             127,798,763.77                              163,433,761.90

        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                                     12,362,162.94                               20,479,316.70



                                                                                                                               15
                   Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


          Selling and distribution expenses                              3,842,289.72                                2,870,315.82

          Administrative expenses                                       14,204,653.30                               15,021,988.46

          Financial expenses                                              -166,753.65                                2,237,781.29

          Asset impairment loss

Add: Gain/(loss) from change in fair
value (“-” means loss)

        Gain/(loss) from investment (“-”
means loss)

Including: share of profits in associates
and joint ventures

Foreign exchange gains (“-” means
loss)

III. Business profit (“-” means loss)                                  6,408,910.71                               29,231,312.59

        Add: non-operating income                                           60,002.01                                   52,519.70

        Less: non-operating expense                                         51,690.00                                   22,746.07

Including: loss from non-current asset
                                                                                                                           633.60
disposal

IV. Total profit (“-” means loss)                                      6,417,222.72                               29,261,086.22

        Less: Income tax expense                                         2,866,073.78                                7,173,858.41

V. Net profit (“-” means loss)                                         3,551,148.94                               22,087,227.81

        Including: Net profit achieved by
combined         parties        before    the                                     0.00                                         0.00
combinations

        Attributable to owners of the
                                                                         3,508,651.86                               22,039,543.14
Company

        Minority shareholders’ income                                      42,497.08                                   47,684.67

VI. Earnings per share                          --                                       --

        (I) Basic earnings per share                                           0.0035                                      0.0218

        (II) Diluted earnings per share                                        0.0035                                      0.0218

Ⅶ. Other comprehensive incomes                                            651,847.47                                  332,052.11

Ⅷ. Total comprehensive incomes                                          4,202,996.41                               22,419,279.92

        Attributable to owners of the
                                                                         3,929,393.59                               22,280,228.12
Company

        Attributable       to        minority
                                                                           273,602.82                                  139,051.80
shareholders


Legal representative: Zhou Jianguo                                                 Chief of the accounting work: Wei Hanping


                                                                                                                                 16
                  Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


Chief of the accounting organ: Tang Xiaoping


4. Income statement of the Company

Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
                                                                                                                  Unit: RMB Yuan

                   Item                                 Jan.-Mar. 2013                              Jan.-Mar. 2012

I. Total sales                                                           13,672,747.76                               19,900,319.10

Less: cost of sales                                                       5,315,662.69                                6,588,628.43

Business taxes and surcharges                                             2,534,340.48                                2,869,198.88

Distribution expenses                                                     2,672,681.67                                1,130,957.22

Administrative expenses                                                   6,676,864.98                                7,581,086.78

Financial costs                                                            145,063.67                                  134,590.37

Impairment loss

Add: gain/(loss) from change in fair
value (“-” means loss)

Gain/(loss) from investment (“-” means
loss)

Including: income form investment on
associates and joint ventures

II. Business profit (“-” means loss)                                   -3,671,865.73                                1,595,857.42

Add: non-business income                                                    60,002.01                                   30,231.00

Less: non-business expense                                                  18,000.00                                          0.00

Including: loss from non-current asset
disposal

III. Total profit (“-” means loss)                                     -3,629,863.72                                1,626,088.42

Less: income tax expense

IV. Net profit (“-” means loss)                                        -3,629,863.72                                1,626,088.42

V. Earnings per share                      --                                            --

(I) Basic earnings per share                                                  -0.0036                                      0.0016

(II) Diluted earnings per share                                               -0.0036                                      0.0016

VI. Other comprehensive income

VII. Total comprehensive income                                          -3,629,863.72                                1,626,088.42


Legal representative: Zhou Jianguo                                                 Chief of the accounting work: Wei Hanping


Chief of the accounting organ: Tang Xiaoping



                                                                                                                                 17
                   Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


5. Consolidated cash flow statement

Prepared by Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
                                                                                                                   Unit: RMB Yuan

                      Item                               Jan.-Mar. 2013                              Jan.-Mar. 2012

I. Cash flows from operating activities:

  Cash       received        from    sale     of
                                                                       627,871,867.98                              194,328,246.16
commodities 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
                                                                          41,732,492.96                               12,532,876.45
operating activities

Subtotal of cash inflows from operating
                                                                       669,604,360.94                              206,861,122.61
activities

  Cash paid for goods and services                                     303,618,068.17                              138,417,144.05

  Net increase of customer lendings
and advances

  Net increase of funds deposited in the
central bank and amount due from
banks

                                                                                                                                 18
                   Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  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                                        31,113,894.74                               27,354,326.29

  Various taxes paid                                                    26,454,731.30                               34,303,027.00

  Other cash payment relating to
                                                                        37,641,414.97                               23,034,739.72
operating activities

Subtotal    of     cash    outflows       from
                                                                       398,828,109.18                              223,109,237.06
operating activities

Net cash flows from operating activities                               270,776,251.76                              -16,248,114.45

II. Cash flows from investing activities:

  Cash received from withdrawal of
investments

  Cash     received       from   return    on
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 activities

  Cash paid to acquire fixed assets,
intangible assets and other long-term                                      665,014.76                                1,426,456.00
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
                                                                           665,014.76                                1,426,456.00
investing activities

Net cash flows from investing activities                                  -665,014.76                                -1,426,456.00


                                                                                                                                 19
                     Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


III.     Cash    Flows      from    Financing
Activities:

       Cash     received     from       capital
contributions

       Including:    Cash    received    from
minority shareholder investments by
subsidiaries

       Cash received from borrowings

       Cash received from issuance of
bonds

       Other cash received relating to
                                                                           2,500,000.00
financing activities

Subtotal of cash inflows from financing
                                                                           2,500,000.00
activities

       Repayment of borrowings                                           122,127,100.98                               45,856,539.94

       Cash paid for interest expenses and
                                                                          19,892,153.55                               16,240,221.24
distribution of dividends or profit

        Including: dividends or profit paid
by subsidiaries to minority shareholders

        Other cash payments relating to
financing activities

Sub-total       of   cash    outflows    from
                                                                         142,019,254.53                               62,096,761.18
financing activities

Net cash flows from financing activities                                -139,519,254.53                              -62,096,761.18

IV. Effect of foreign exchange rate
                                                                             -27,885.45                                   -90,555.56
changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                         130,564,097.02                              -79,861,887.19
equivalents

        Add: Opening balance of cash and
                                                                         463,713,702.77                              333,469,243.72
cash equivalents

VI. Closing balance of cash and cash
                                                                         594,277,799.79                              253,607,356.53
equivalents


Legal representative: Zhou Jianguo                                                   Chief of the accounting work: Wei Hanping


Chief of the accounting organ: Tang Xiaoping


6. Cash flow statement of the Company

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


                                                                                                                                   20
                   Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


                                                                                                                   Unit: RMB Yuan

                    Item                                 Jan.-Mar. 2013                              Jan.-Mar. 2012

I. Cash flows from operating activities:

  Cash       received      from    sale      of
                                                                       438,428,405.24                                 13,422,376.62
commodities and rendering of service

  Tax refunds received

  Other cash received relating to
                                                                           9,031,305.16                               36,250,464.28
operating activities

Subtotal of cash inflows from operating
                                                                       447,459,710.40                                 49,672,840.90
activities

  Cash paid for goods and services                                     102,973,918.96                                 18,814,346.74

  Cash paid to and for employees                                           7,211,617.13                                7,290,944.68

  Various taxes paid                                                       9,287,497.80                                4,239,863.85

  Other cash payment relating to
                                                                          14,589,887.19                               40,466,184.15
operating activities

Subtotal      of   cash    outflows        from
                                                                       134,062,921.08                                 70,811,339.42
operating activities

Net cash flows from operating activities                               313,396,789.32                              -21,138,498.52

II. Cash flows from investing activities:

  Cash received from retraction of
investments

  Cash       received     from    return    on
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 activities

  Cash paid to acquire fixed assets,
intangible assets and other long-term                                       589,298.76                                   57,048.00
assets

  Cash paid for investment

  Net cash paid to acquire subsidiaries
and other business units


                                                                                                                                 21
                       Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


   Other cash payments relating to
investing activities

Subtotal        of     cash   outflows     from
                                                                               589,298.76                                   57,048.00
investing activities

Net cash flows from investing activities                                      -589,298.76                                   -57,048.00

III.     Cash        Flows    from    Financing
Activities:

       Cash      received      from       capital
contributions

       Cash received from borrowings

       Cash received from issuance of
bonds

       Other cash received relating to
                                                                             2,500,000.00
financing activities

Subtotal of cash inflows from financing
                                                                             2,500,000.00
activities

       Repayment of borrowings                                             112,127,100.98                                5,856,539.94

       Cash paid for interest expenses and
                                                                            16,188,653.53                               13,653,246.80
distribution of dividends or profit

        Other cash payments relating to
financing activities

Sub-total       of     cash    outflows    from
                                                                           128,315,754.51                               19,509,786.74
financing activities

Net cash flows from financing activities                                  -125,815,754.51                              -19,509,786.74

IV. Effect of foreign exchange rate
                                                                                  -117.73                                       -73.08
changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                           186,991,618.32                              -40,705,406.34
equivalents

        Add: Opening balance of cash and
                                                                           190,825,250.83                              153,281,158.51
cash equivalents

VI. Closing balance of cash and cash
                                                                           377,816,869.15                              112,575,752.17
equivalents


Legal representative: Zhou Jianguo                                                     Chief of the accounting work: Wei Hanping


Chief of the accounting organ: Tang Xiaoping


II. Audit report

Is this report audited?

                                                                                                                                     22
               Report for the First Quarter of 2013 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


□ Yes √ No




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