2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 2013 Semi-annual Report 2013-017 August 2013 1 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. I. Important Reminders, Catalogue & Explanation The Board of Directors, the Supervisory Committee as well as all 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 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. Except for the following directors, all the other directors attended in person the board session for reviewing this report. Director not attending the Position Reason Proxy session in person Zhang Lei Director Personal reason Jiang Lihua Zhou Hanjun Independent director Personal reason Liu Quanmin Song Botong Independent director Personal reason Liu Quanmin The Company plans not to distribute cash dividends or bonus shares or turn capital reserve into share capital. Zhou Jianguo, company principal, 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 Report enclosed in this report is factual, accurate and complete. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Catalogue I. Important Reminders, Catalogue & Explanation...................................... 2 II. Company Profile ......................................................................................... 5 III. Accouonting & Business Highlights ......................................................... 7 IV. Report of the Board of Directors .............................................................. 9 V. Significant Events...................................................................................... 21 VI. Change in Shares & Shareholders.......................................................... 32 VII. Directors, Supervisors & Senior Management Staff............................ 36 VIII. Financial Report................................................................................... 37 IX. Documents Available for Reference...................................................... 165 3 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Explanation Refers Term Contents to Refers Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Company, the Company, the Group to Ltd. Refers The holding company Shenzhen Investment Holdings Co., Ltd. to Refers Shantou Hualin Company Shantou Hualin Real Estate Development Co., Ltd. to 4 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. II. Company Profile I. Basic information of the Company Stock abbreviation SSFA(SSFB) Stock code 000029(200029) Stock exchange listed with Shenzhen Stock Exchange Chinese name of the Company 深圳经济特区房地产(集团)股份有限公司 Abbr. of the Chinese name of 深房集团 the Company (if any) English name of the Company ShenZhen Special Economic Zone Real Estate&Properties (Group).co.,Ltd. (if any) Abbr. of the English name of SPG the Company (if any) Legal representative of the Zhou Jianguo Company II. Contact information Company Secretary Securities Affairs Representative Name Mr. Chen Ji Mr. Luo Yi 47/F, SPG Plaza, Renmin South Road, 47/F, SPG Plaza, Renmin South Road, Contact address Shenzhen, Guangdong, P.R.China Shenzhen, Guangdong, P.R.China Tel. (86 755)82293000-4718 (86 755)82293000-4715 Fax (86 755)82294024 (86 755)82294024 E-mail spg@163.net spg@163.net III. Other information 1. Ways to contact the Company Did any change occur to the registered address, office address and their postal codes, website address and email address of the Company during the reporting period? □ Applicable √ Inapplicable The registered address, office address and their postal codes, website address and email address of the Company did not change during the reporting period. The said information can be found in the 2012 Annual Report. 5 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 2. About information disclosure and where this report is placed Did any change occur to information disclosure media and where this report is placed during the reporting period? □ Applicable √ Inapplicable The newspapers designated by the Company for information disclosure, the website designated by CSRC for disclosing this report and the location where this report is placed did not change during the reporting period. The said information can be found in the 2012 Annual Report. 3. Change of the registered information Did any change occur to the registered information during the reporting period? □ Applicable √ Inapplicable The registration date and place of the Company, its business license No., taxation registration No. and organizational code did not change during the reporting period. The said information can be found in the 2012 Annual Report. 4. Other relevant information Did any change occur to other relevant information during the reporting period? □ Applicable √ Inapplicable 6 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. III. Accounting & Business Highlights I. Major accounting data and financial indicators Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No Reporting period Same period of last year YoY +/-(%) Operating revenues (RMB Yuan) 320,687,860.60 447,364,203.07 -28.32% Net profit attributable to shareholders of 13,050,340.37 40,084,098.09 -67.44% the Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains and 9,619,800.04 40,066,125.89 -75.99% losses (RMB Yuan) Net cash flows from operating activities 349,447,741.01 -116,313,872.03 400.44% (RMB Yuan) Basic EPS (RMB Yuan/share) 0.0129 0.0396 -67.42% Diluted EPS (RMB Yuan/share) 0.0129 0.0396 -67.42% Weighted average ROE (%) 0.79% 2.59% -1.8% As at the end of the As at the end of last year YoY +/-(%) reporting period Total assets (RMB Yuan) 4,215,152,401.82 3,712,770,828.30 13.53% Net assets attributable to shareholders of 1,649,642,412.95 1,635,376,098.73 0.87% the Company (RMB Yuan) II. Differences between accounting data under domestic and overseas accounting standards 1. Differences of net profit and net assets disclosed in financial reports prepared under international and Chinese accounting standards Unit: RMB Yuan Net profit attributable to shareholders of the Net assets attributable to shareholders of the Company Company Reporting period Same period of last year Closing amount Opening amount According to Chinese 13,050,340.37 40,084,098.09 1,649,642,412.95 1,635,376,098.73 accounting standards Items and amounts adjusted according to international accounting standards According to international 13,050,340.37 40,084,098.09 1,649,642,412.95 1,635,376,098.73 7 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. accounting standards 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards Unit: RMB Yuan Net profit attributable to shareholders of the Net assets attributable to shareholders of the Company Company Reporting period Same period of last year Closing amount Opening amount According to Chinese 13,050,340.37 40,084,098.09 1,649,642,412.95 1,635,376,098.73 accounting standards Items and amounts adjusted according to overseas accounting standards According to overseas 13,050,340.37 40,084,098.09 1,649,642,412.95 1,635,376,098.73 accounting standards 3. Explain reasons for the differences between accounting data under domestic and overseas accounting standards III. Items and amounts of extraordinary gains and losses Unit: RMB Yuan Item Amount Explanation Gains/losses on the disposal of non-current assets (including the Gain on disposal of office 3,448,226.60 offset part of asset impairment provisions) buildings Other non-operating income and expenses other than the above -18,550.33 Less: Income tax effects -864.06 Total 3,430,540.33 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable 8 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. IV. Report of the Board of Directors I. Overview In the first half of 2013, according to the general guideline set at the beginning of the year, i.e. “boost the main business, enlarge the land reserve, enhance cost control, improve the management capability, further increase its professionalism, optimize the new corporate culture, beef up development, try to achieve a double growth of income and profit and strive for the thorough materialization of its five-year development strategic planning”, the management and the other staff worked hard as one man. As a result, almost all the efforts produced the expected results, laying a foundation for the “quality stable growth and sustainable all-round development” put forward at the beginning of the year. II. Main business analysis Overview For the reporting period, the Company achieved operating revenues of RMB 320.69 million, down 28.32% from the same period of last year; operating profit of RMB 15.66 million, down 70.61% on the year-on-year basis; total profit of RMB 19.09 million, down 64.18% on the year-on-year basis; and net profit attributable to shareholders of the Company of RMB 13.05 million, representing a year-on-year decrease of 67.44%. The sales income carried over from real estate stood at RMB 66.36 million in the reporting period, representing a year-on-year decrease of 61.13%, resulting in the sharp drop in the operating revenues. This was mainly because the real estate sales income still mainly came from the sale of the residual houses of Jinye Island by the subordinate Shantou Hualin Company; and the Chuanqi Mountain project had not yet reached the income carry-over conditions. YoY change of major financial data: Unit: RMB Yuan Reporting period Same period of last year YoY +/-% Main reasons for change The real estate sales income still mainly came from the sale of the residual houses of Jinye Island by the subordinate Operating revenues 320,687,860.60 447,364,203.07 -28.32% Shantou Hualin Company; and the Chuanqi Mountain project had not yet reached the income carry-over conditions. Operating revenues Operating costs 246,707,002.82 310,482,609.12 -20.54% decreased. Selling expenses 6,879,545.90 6,256,376.23 9.96% 9 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Administrative expenses 27,482,942.29 29,263,423.18 -6.08% Capitalized interest Financial expenses -575,027.99 3,419,856.01 -116.81% increased. Income tax expenses 6,019,760.27 13,182,343.19 -54.33% Profit decreased. House buying advances Net cash flows from 349,447,741.01 -116,313,872.03 400.44% from the Chuanqi operating activities Mountain project Cash received from Net cash flows from 3,751,823.13 -2,394,280.00 256.7% disposal of office investing activities buildings Cash received as bank borrowings decreased 87.68% on the year-on-year basis while Net cash flows from -223,496,227.17 5,444,181.02 -4,205.23% cash paid for repayment financing activities of bank borrowings increased 97.40% from the same period of last year. House buying advances Net increase in cash and 129,467,480.64 -112,927,862.19 214.65% from the Chuanqi cash equivalents Mountain project Major changes to the profit structure or sources of the Company during the reporting period: √ Applicable □ Inapplicable Profit decreased mainly because operating revenues decreased. For the reporting period, the gross profit after tax stood at RMB 49.45 million, down 46.35% over the same period of last year. Reporting period progress of the future development planning in the disclosed documents of the Company such as share-soliciting prospectuses, offering prospectuses, asset reorganization reports, etc.: □ Applicable √ Inapplicable The Company did not mention any future planning for the reporting period in its disclosed documents such as share-soliciting prospectuses, offering prospectuses, asset reorganization reports, etc. Review the progress of the previously disclosed business plan in the reporting period: In the Report on the First Quarter of 2013, the Company predicted a year-on-year decrease of 75.05%~87.52% of the net profit attributable to shareholders of the Company and a profit of RMB 5~10 million for the first half of 2013. For details, see the “Announcement on the Prediction of the Business Performance of the First Half of 2013” disclosed on http://www.cninfo.com.cn on 24 Apr. 2013. According to the business performance in the first half of the year, the Company disclosed the “Announcement on Rectification of the Business Performance Prediction for the First Half of 2013” on 13 Jul. 2013, rectifying the net profit attributable to shareholders of the Company for the first half of 2013 as about RMB 13 million and the decrease ratio as about 67.56%. For details, see the “Announcement on Rectification of the Business Performance Prediction for the First Half of 2013” disclosed on http://www.cninfo.com.cn on 13 Jul. 2013. 10 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. For the six months ended 30 Jun. 2013, net profit attributable to shareholders of the Company stood at RMB 13.05 million. III. Breakdown of main business Unit: RMB Yuan Increase/decrease Increase/decrease Increase/decrease of operating of operating costs of gross profit Operating Gross profit rate Operating costs revenues over the over the same rate over the same revenues (%) same period of period of last year period of last year last year (%) (%) (%) Classified by industry: Real estate 66,359,365.82 27,114,240.91 59.14% -61.26% -64.44% 3.66% Construction 164,394,128.55 155,763,939.80 5.25% -10.04% -9.15% -0.92% Leasing 29,939,505.23 11,765,821.32 60.7% -0.67% -0.45% -0.09% Property 46,661,107.77 42,319,068.55 9.31% -9.31% 1.66% -9.79% management Hotel and other 13,333,753.23 9,743,932.24 26.92% 13.54% 4.44% 6.37% services Total 320,687,860.60 246,707,002.82 23.07% -28.32% -20.54% -7.53% Classified by product: Housing units 66,359,365.82 27,114,240.91 59.14% -61.26% -64.44% 3.66% Other that cannot be classified by 254,328,494.78 219,592,761.91 13.66% -7.88% -6.25% -1.5% product Total 320,687,860.60 246,707,002.82 23.07% -28.32% -20.54% -7.53% Classified by region: Guangdong 320,379,472.95 246,707,002.82 23% -28.34% -20.54% -7.55% Province Overseas 308,387.65 100% -0.26% Total 320,687,860.60 246,707,002.82 23.07% -28.32% -20.54% -7.53% IV. Core competitiveness analysis With a history over 30 years in real estate development in Shenzhen, the Company has rich experience in the main business of real estate development and has developed over 3 million square meters of commercial residences and office buildings in Shenzhen. It is one of the earliest real estate listed companies in Shenzhen and has a high brand value in Shenzhen. In recent years, with the Chuanqi Mountain and Shanglin Garden projects as an opportunity, the Company attaches great importance to talent attraction and development. It has cultivated and trained a professional team for the main business of real estate development, formulated and improved a set of sound management mechanisms and processes for project development, and significantly improved its professionalism and management capability. The brand effects of the Company are further demonstrated and the core 11 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. competitiveness keeps rising. In the forenoon of 12 Jul. 2013, the Company won the bid for the use right of the land parcel in Jingzai Bay, Heping Town, Chaoyang District, Shantou, Guangdong Province with RMB 282 million, making a breakthrough in its search for new land, ensuring the sustained and steady development of its main business and creating conditions for it to expand the market and build a base in East Guangdong. V. Investment analysis 1. Investments in equities of external parties (1) Investments in external parties Investments in external parties Investment amount in the reporting period Investment amount in the same period of +/-% (RMB Yuan) last year (RMB Yuan) 0.00 12,000,000.00 0% Particulars about investees Proportion of the Company’s investment in Name of investee Main business the investee’s total equity interests (%) Providing enterprises and individuals with financing guarantees such as loan guarantees, bill acceptance guarantees, trade financing guarantees, project financing guarantees and L/C guarantees; financing consulting service, financial Shantou Small-and Medium Enterprise consultant service and other 10% Financing Guarantee Co., Ltd. guarantee-related intermediary services; making investments with its own funds (The financing guarantee agency license will expire on 4 Feb. 2018.) [Where a license is required for a business, it shall be obtained before operation.] (2)Equity-holdings in financial enterprises Gain/loss Initial Opening Opening Closing Closing Closing in the Enterprise Enterprise investment equity-hol equity-hol equity-hol equity-hol book value reporting Accountin Equity name variety cost (RMB dings ding ratio dings ding ratio (RMB period g title source Yuan) (share) (%) (share) (%) Yuan) (RMB Yuan) Shantou 12,000,000 12,000,000 Long-term Sponsor's Other 12,000,000 10% 12,000,000 10% 0.00 Small-and .00 .00 equity inv shares 12 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Medium estment Enterprise Financing Guarantee Co., Ltd. 12,000,000 12,000,000 Total 12,000,000 -- 12,000,000 -- 0.00 -- -- .00 .00 (3)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 stock (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 -- -- Shareholdings in other listed companies: □ Applicable √ Inapplicable 2. Wealth management entrustment, derivative investments and entrustment loans (1)Wealth management entrustment Unit: RMB Ten thousand Actual Related-p Impairme Payment Principal gain/loss Name of arty Product Amount Beginnin Ending nt Predicted Relation determina actually in trustee transactio variety entrusted g date date provision gain tion recovered reporting n or not (if any) period Total 0 -- -- -- 0 0 0 0 Source of the entrusted funds N/A Cumulative overdue principals and gains 0 (2)Derivative investments Unit: RMB Ten thousand Type of Proportio Related-p Initial Opening Impairme Closing Actual derivative Ending n of the Ending Operator Relation arty investmen investmen nt investmen gain/loss investmen date closing date transactio t amount t amount provision t amount in t investmen 13 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. n or not (if any) t amount reporting in the period Company ’s closing net assets (%) Total 0 -- -- 0 0 0 0% 0 Capital source for derivative investment N/A Lawsuit (if applicable) N/A Analysis on risks and control measures of derivative products held in the reporting period (including but not limited to market N/A risk, liquidity risk, credit risk, operation risk, law risk, etc.) Changes of market prices or fair values in the reporting period of the invested derivatives. And the analysis on the fair N/A value of the derivatives should include the specific use methods and the relevant assumptions and parameters. Whether significant changes occurred to the Company’s accounting policy and specific accounting principles of N/A derivatives in the reporting period compared to the previous reporting period Special opinion from independent directors, sponsor or financial consultant N/A on the Company’s derivatives investment and risk control (3)Entrustment loans Unit: RMB Ten thousand Related Loan Interest Use of funds by Borrower party or Guarantor or pawn amount rate the borrower not Total -- 0 -- -- -- Extension, overdue loans or lawsuits (if any) N/A Countermeasures for extension overdue loans or N/A lawsuits (if any) 14 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 3. Use of raised funds (1)Overview of the use of raised funds Unit: RMB Ten thousand Total raised capital 0 Total raised capital input in the reporting period 0 Accumulative raised capital input 0 Total raised capital of which the use was changed in the 0 reporting period Accumulative raised capital of which the use was 0 changed Proportion of accumulative raised capital of which the 0% use was changed Overview of the use of raised funds N/A (2)Projects invested with raised funds as promised Unit: RMB Ten thousand Date Project Investme Accumul when the Material Projects invested with changed nt Profit Raised Investme Input in ative project Reach the change in raised capital as or not progress generated capital nt after the input up reaches expected the promised and (includin up to the in the input as adjustme reporting to the the profit or project investments with g period-en reporting promised nt (1) period period-en expected not feasibility over-raised capital partially d (%)(3) period d (2) usable or not changed) =(2)/(1) condition Projects invested with raised capital as promised Investments of over-raised capital Total -- 0 0 0 0 -- -- 0 -- -- Reason for failing to reach scheduled progress or projected N/A income (explain one project by one project) Explanation on significant changes in N/A feasibility of projects Amount, usage and Inapplicable 15 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. usage progress of N/A over-raised capital Change of the Inapplicable implementation location of any raised N/A funds investment project Adjustment of the Inapplicable implementation method of any raised N/A funds investment project Advance input and Inapplicable exchange of any raised funds investment N/A project Idle raised capital for Inapplicable temporarily supplementing working N/A capital Outstanding raised Inapplicable funds in project implementation and N/A reasons Usage and whereabouts N/A of unused raise capital Problems found in the usage and disclosure N/A affairs of raised capital and other situations (3)Change of projects invested with raised funds Unit: RMB Ten thousand Total raised Material Investment Date when funds Actual Profit change in Actual input progress up the project Project planned to cumulative generated in Reach the the Project after for to the reaches the before be input for input by the expected after-change change reporting period-end expected change the project period-end reporting profit or not project period (%)(3)= usable after change (2) period feasibility (2)/(1) condition (1) or not 16 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Total -- 0 0 0 -- -- 0 -- -- Reasons for change, decision-making procedure and relevant information N/A disclosure (explain one project by one project) Reason for failing to reach scheduled progress or projected income (explain N/A one project by one project) Explanation on significant changes in N/A feasibility of projects after change (4)Projects invested with raised funds Overview of the project Disclosure date Index for the disclosed information 4. Analysis to main subsidiaries and stock-participating companies Particulars about main subsidiaries and stock-participating companies: Unit: RMB Yuan Operating Operating Main Total assets Net assets Net profit Company Company Registered revenues profit Industry products/ser (RMB (RMB (RMB name variety capital (RMB (RMB vices Yuan) Yuan) Yuan) Yuan) Yuan) Shenzhen Property Property RMB 7.25 63,663,533. 14,729,706. 49,145,530. Subsidiary Service managemen 564,687.46 428,159.96 Managemen million 30 69 05 t t Co., Ltd. Shenzhen Fixing and Zhentong RMB 10 185,884,003 14,492,794. 169,479,502 1,247,515.5 1,075,380.6 Subsidiary Service maintenanc Engineering million .87 37 .98 4 6 e of projects Co., Ltd. Shenzhen Hotel RMB 30 40,577,396. 35,100,146. 11,919,197. Petrel Hotel Subsidiary Service 403,092.58 368,530.24 Service million 22 95 70 Co., Ltd. Shenzhen SPG RMB 10.29 19,742,316. 16,032,953. 2,200,828.8 Mini-bus Subsidiary Service 500,743.01 375,557.26 million 81 22 3 Rent Co., Rent of Ltd. mini-bus Shantou Developme US$ 15 570,994,907 331,413,406 66,253,174. 21,196,759. 15,605,887. Subsidiary Real estate Hualin Real nt of real million .03 .96 00 49 28 17 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Estate estate Developme nt Co., Ltd. Investment Xin Feng Investment and HKD 1 199,346,586 -391,729,69 1,266,441.6 4,718,497.0 Enterprise Subsidiary managemen 124,000.00 managemen million .03 0.64 7 8 Co., Ltd. t t Shenzhen Huazhan Constructio Constructio 8,383,303.5 7,927,286.9 2,455,870.0 Subsidiary Service n 8 million 354,209.03 338,594.77 n 3 1 0 supervision Supervision Co., Ltd. 5. Significant projects invested with non-raised funds Unit: RMB Ten thousand Cumulative actual Project name Total investment Input for this year input as at the Project progress Project earnings period-end (I)Company profile Expired on 30 June, SPG Chuanqi receipt in advance 160,000 11,593 119,163 Mountain East of selling floor 92.91million SPG Chuanqi 110,000 8,211 68,858 Mountain West SPG Shanglin 140,000 10,505 45,114 Garden Shantou Yuejing 15,000 2,071 9,951 Dongfang Total 425,000 32,380 243,086 -- -- VI. Predict the operating results of Jan.-Sept. 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: synclastic and substantial decline Type of the predicted data: interval data 18 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Jan.-Sept. 2013 Jan.-Sept. 2012 +/- (%) Predicted accumulative net 1,500 -- 2,000 6,341.26 Decline -76.35% -- -68.46% profit (RMB Ten thousand) Basic EPS (RMB Yuan/share) 0.0148 -- 0.0198 0.0627 Decline -76.39% -- -68.42% 1. At the same period of last year, the main profit source of the Company was the decline of fewer Explanation about the remaining houses of the Shantou Hualin’s the Jinye Island international garden project during the predictions reporting period. 2. The Company home office’s SPG Chuanqi Mountain project was entered the pre-sale stage, but did not reach the carrying forward conditions. VII. Explanation by the Board of Directors and the Supervisory Committee about the “non-standard audit report” issued by the CPAs firm for the reporting period N/A VIII. Explanation by the Board of Directors about the “non-standard audit report” of last year N/A IX. Implementation of profit allocation during the reporting period Profit allocation plan implemented during the reporting period, especially execution and adjustment of the cash dividend plan and the plan for turning capital reserve into share capital: √ Applicable □ Inapplicable The pre-plan for the profit allocation deliberated in 2012 the annual general meeting of shareholders was no profit allocation or turning capital reserve into share capital. X. Pre-plan for profit allocation and turning capital reserve into share capital for the reporting period Explain in detail the preplan for profit allocation and turning capital reserve into share capital There is no profit allocation or turning capital reserve into share capital for the reporting period in the Company. XI. Particulars about researches, visits and interviews received in this reporting period Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the 19 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Company The Company’s business 25 Jan. 2013 Office By telephone Individual Individual investor structure, didn’t offer written materials The Company’s business structure of 2012 and 14 Mar. 2013 Office By telephone Individual Individual investor progress of the investment projects, with no written materials provided The company’s operating situation in 2013 and the arrangement of 5 Apr. 2013 Office By telephone Individual Individual investor shareholders’ general meeting, with no written materials provided The progress and sale of Guangming SPG Chuanqi Mountain project and 20 May 2013 Office By telephone Individual Individual investor Longgang Shanglin Garden project, with no written materials provided The Company’s business structure in the first half of 28 Jun. 2013 Office By telephone Individual Individual investor 2013, didn’t offer written materials 20 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Section V. Significant Events I. Information about corporate governance The corporate governance is complied with requirements of “Corporation Law” and stipulations by CSRC. II. Significant lawsuit or arbitration √ Applicable □ Inapplicable Involved Projected Ruling and Execution of Date of Disclosure Basic information amount Progress liability or not influence ruling disclosure index (RMB 0,000) ① BaoXing Company shall make an ownership transfer payment of RMB 98.95 million and pay Guoxing Building the relevant Lawsuit (For interest to the details, see “Note Company within VII”—“Contingent 10 days since the About RMB 81 2012 Events”—“1. ruling takes million has been Semi-annual Contingent 1,800 No In execution effect, or this case recovered and it 3 Mar. 2013 Report on liabilities due to shall be handled is difficult to www.cninfo.c pending lawsuits according to recover the rest. om.cn or arbitrations, as Article 232 of the well as the Law of Civil financial influence Procedure. thereof”.) ② BaoXing Company shall bear RMB 620,000 of the counter-action fee and 40,000 of the survey fee. Xi’an Project ① Business The applicant 2012 Lawsuit (For Tourism has received Semi-annual 2,100 No In execution 3 Mar. 2013 details, see “Note Company had to RMB 15.20 Report on VII”—“Contingent pay for the million. Now www.cninfo.c 21 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Events”—“1. compensation Business om.cn Contingent Rmb 36,620 Tourism liabilities due to thousand and the Company has pending lawsuits relevant interest no executable or arbitrations, as (from 14 Sept. properties and well as the 1998 to the Xi’an Joint financial influence payment day) to Commission on thereof”.) Xi’an Fresh Peak Commerce has Company within been refusing to one month after execute the the judgment ruling. It is entering into difficult to force. If the recover the rest. Business Tourism Company failed to pay in time, it had to pay double debt interests to Xi’an Fresh Peak Company for the overdue period; ② Xi’an Joint Commission on Commerce had jointly and severally obligation of the interests of the compensation; .③ Business Tourism Company shall bear RMB 227,500 of the acceptance fee and the security fee. Luofu Hill project ① Luofu Hill Because the Lawsuit (For Tourism state-owned 2012 details, see “Note Company has land resource Semi-annual VII”—“Contingent paid back RMB administration 980 No In execution 3 Mar. 2013 Report on Events”—“1. 9.6 million; ② cannot work out www.cninfo.c Contingent Luofushan the planning key om.cn liabilities due to Administration points for the pending lawsuits Committee had to sealed land, the 22 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. or arbitrations, as undertake one land cannot be well as the third of the debts auctioned. financial influence which Luofushan thereof”.) Tourism was unable to repay; ③ Luofu Hill Tourism Company shall bear RMB 167,700 of the case acceptance fee and the security fee. III. Media’s questions □ Applicable √ Inapplicable There was no media’s question during the reporting period. IV. Bankruptcy and reorganization Naught V. Asset transactions 1. Asset acquisition Net profit Net profit Relationsh contributed to Ratio of contributed to ip between the Company the net the Company the from the profit from the transaction Transacti Transacti acquisition date contribut year-begin to Related party and on party Asset on price to the ed by the the period-end -party the or acquired (RMB period-end asset to Disclosure Disclosure Progress (RMB Ten transact Company ultimate or Ten (RMB Ten the date index thousand) ion or (applicable controlle bought in thousand thousand) Compan (applicable for not for r ) (applicable for y to the business related-par business total combinations ty combinations profit under the transaction not under the (%) same control) s) same control) 23 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 2. Sale of assets Relation Net Ratio of ship profit Whether the net between contribu or not Whether profit the ted by the or not Transact contribu transacti the the asset Gain/los ownersh creditor’ ion ted to Related- on party from the s on sale ip of the s right Transact price the Pricing party and the and Disclos Asset Date of period-b (RMB asset liabilitie Disclos ion (RMB Compan principl transacti Compan ure sold sale egin to Ten involve s ure date party Ten y by the e on or y involved index the date thousan d has have thousan asset not (applica of sale d) been been d) sale to ble for fully (RMB fully transferr the total related- ed Ten transferr profit party thousan ed (%) transacti d) ons) 3. Business combination Naught VI. Implementation and influence of equity incentive plan of the Company Naught VII. Significant related-party transactions 1. Related-party transactions concerning routine operation Pricing Settlemen Type of Contents principle Transacti Proportio t method the of the Related of the on n in same of the Relations related-pa related-pa Transacti Market Date of Index of transactio related-pa amount kind of related-pa hip rty rty on price price disclosure disclosure n party rty (RMB transactio rty transactio transactio transactio 0,000) ns transactio n n n n Under the Announce same ment of Shenzhen Contracti Contractu control of Related-p Jianan ng by the Construct Open al amount Bank 13 July. the 9,190 100% arty Group related ion bidding of RMB transfer 2012 Company Trading Co., Ltd. party 5,533,300 ’s on controllin www.cnin 24 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. g fo.com.cn sharehold er Total -- -- 9,190 -- -- -- -- -- Details about return of large-amount sales Naught Where the Company classifies and estimates the total amount of routine related-party transactions for the reporting N/A period, explain the actual implementation during the reporting period (if any) Explain why the transaction price is greatly different from the market price (if N/A applicable) 2. Related-party transactions arising from asset acquisition or sale Book Evaluate Type of value of d value Market Transfer related-p the of the fair Gain Related Pricing price Settleme Disclosu Disclosu Relation arty Contents transferr transferr value (RMB party principle (RMB nt mode re date re index transacti ed asset ed asset (RMB 0,000) 0,000) on (RMB (RMB 0,000) 0,000) 0,000) Reason for great discrepancy between Naught transfer price and book value or estimated value (if any) Information about influence on Naught corporation business performance and financial situation 3. Significant related-party transactions concerning joint investment in external parties Main Registered Total assets Net assets of Net profit of Pricing Name of Joint investor Relationship business of capital of of investee investee investee principle investee investee investee (RMB 0,000) (RMB 0,000) (RMB 0,000) Progress of any significant construction in process of Naught the investee (if any) 4. Credits and liabilities with related parties Was there any non-operating credit or liability with any related party? □ Yes √ No Related party Relation Type of Reason for Non-operating Opening Amount Closing 25 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. credit/liability credit/liability capital balance (RMB during the balance (RMB occupation 0’000) reporting 0’000) (Yes/No) period (RMB 0’000) The subsidiary handled the Subsidiary agent business (has Credit Shenzhen Fresh Peak for the conducted the receivable property consultant Company or No 1,112,375.8 -17,103.3 1,095,272.5 employees’ from related Co.,Ltd the Company shareholding party provided reform) investment or loans for it in previous years The Company No Credit provided Guangdong province receivable investment or Huizhou Luofu Hill Joint venture 10,465,168.81 10,465,168.81 from related loans for the mineral water Co., Ltd party subsidiary in previous years The Company No Credit provided Shenzhen Runhua Associated receivable investment or Automobile Trading 3,072,764.42 3,072,764.42 enterprise from related loans for the Co., Ltd party subsidiary in previous years The Company No Credit provided Canada Great Wall receivable investment or Subsidiary 89,035,748.07 89,035,748.07 (Vancouver) Co., Ltd from related loans for the party subsidiary in previous years The Company No Credit provided Bekaton Property receivable investment or Subsidiary 12,559,290.58 12,559,290.58 Limited from related loans for the party subsidiary in previous years Credit Current No Paklid Limited Subsidiary receivable accounts in 18,631,565.47 -125,869.27 18,505,696.2 from related previous years 26 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. party Credit No Shenzhen Shenfang Current receivable Department Store Co. Subsidiary accounts in 237,648.82 237,648.82 from related Ltd. previous years party Credit No Shenzhen Real Estate Current receivable Consolidated Service Subsidiary accounts in 1,086,487.22 1,086,487.22 from related Co., Ltd. previous years party Shenzhen City Credit No Current Shenfang Construction receivable Subsidiary accounts in 8,327,180.71 8,327,180.71 and Decoration from related previous years Materials Ltd. party Subsidiary No (has Credit Current Shenzhen Ronghua conducted the receivable accounts in 475,223.46 475,223.46 JiDian Co., Ltd employees’ from related previous years shareholding party reform) Credit No Current Xi’an Fresh Peak receivable Joint venture accounts in 8,419,205.19 8,419,205.19 Building Co. Ltd. from related previous years party Shenzhen Tefa Real Liability Current No Estate Consolidated Subsidiary payable to accounts in 598,012.16 598,012.16 Service Co., Ltd. related party previous years Shenzhen Shen Fang Liability Current No Industrial Subsidiary payable to accounts in 1,534,854.91 1,534,854.91 Development Co., Ltd related party previous years Liability Current No Shenzhen ZhongGang Subsidiary payable to accounts in 135,853.52 135,853.52 Haiyan Enterprise Ltd. related party previous years Shenzhen Dongfang Liability Current No New world store Co., Subsidiary payable to accounts in 902,974.64 902,974.64 Ltd related party previous years Liability Current No Shenzhen Xin Subsidiary payable to accounts in 1,394,704.21 1,394,704.21 Dongfang Store Ltd. related party previous years Fengkai Lain Feng Liability Current No Cement Manufacturing Subsidiary payable to accounts in 1,867,348 1,867,348 Co., Ltd. related party previous years 27 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Liability Current No Shenzhen CyberPort Subsidiary payable to accounts in 7,949,749.26 -603,210.93 7,346,538.33 Co., Ltd related party previous years ShenZhen ShenFang Liability Current No BaoAn development Subsidiary payable to accounts in 20,093,445.07 20,093,445.07 Co., Ltd related party previous years The principal No Liability and interest of Shenzhen Investment Controlling payable to loans from the 80,384,097.18 80,384,097.18 Holdings Co., Ltd. shareholder related party controlling shareholder Shenzhen architectural Shareholder The principal Liability design & research controlling and interest of payable to No 0 70,134,166.67 institute Co., Ltd. under the loans from the related party same control related-party Effects of the credits and liabilities There was no appropriation of funds of the Company by the controlling shareholder and its with related parties on the Company’s controlled related parties, the Company’s credits and liabilities with the subsidiaries, joint operating results and financial ventures and associated enterprises arose from investment and current accounts, which had situation no negative influence on the normal operation of the Company. 5. Other significant related-party transactions Naught The website to disclose the interim announcements on significant related-party transactions Disclosure date of the interim Name of the interim announcement Website to disclose the interim announcement announcement VII. Particulars about significant contracts and their fulfillment 1. Particulars about trusteeship, contract and lease (1) Trusteeship Explanation on the trusteeship Inapplicable The item of which the profits and losses reaching more than 10% of the total profits of the Company in the reporting period □Applicable √Inapplicable (2) Particulars about contracting Notes: Inapplicable 28 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. The item of which the profits and losses reaching more than 10% of the total profits of the Company in the reporting period □Applicable √Inapplicable (3) Particulars about leasing Notes: Inapplicable The item of which the profits and losses reaching more than 10% of the total profits of the Company in the reporting period □Applicable √Inapplicable 2. Guarantees provided by the Company Unit: RMB ten thousand Guarantees provided by the Company for external parties (excluding those for subsidiaries) Guarante Disclosure Actual e for a date of Actual Amount for occurrence date Type of Period of Executed related Guarantee party relevant guarantee guarantee (date of guarantee guarantee or not party or announcem amount agreement) not (Yes ent or no) Total external guarantee line Total actual occurred amount approved during the reporting 0 of external guarantee during 0 period (A1) the reporting period (A2) Total external guarantee line that Total actual external guarantee has been approved at the end of 0 balance at the end of the 0 the reporting period (A3) reporting period (A4) Guarantee provided by the Company for its subsidiaries Guarante Disclosure Actual e for a date of Actual Amount for occurrence date Type of Period of Executed related Guaranteed party relevant guarantee guarantee (date of guarantee guarantee or not party or announcem amount agreement) not (Yes ent or no) Shenzhen SPG Joint liability Longgang 31 Mar. 8,840 31 Mar. 2012 8,840 guaranty 3 years No No Development Co., 2012 Ltd. Total actual occurred amount Total guarantee line approved for of guarantee for the the subsidiaries during the 0 0 subsidiaries during the reporting period (B1) reporting period (B2) 29 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Total guarantee line that has been Total actual guarantee balance approved for the subsidiaries at 8,840 for the subsidiaries at the end 8,840 the end of reporting period (B3) of the reporting period (B4) Total guarantee amount provided by the Company (total of the above-mentioned two kinds of guarantees) Total guarantee line approved Total actual occurred amount during the reporting period 0 of guarantee during the 0 (A1+B1) reporting period (A2+B2) Total guarantee line that has been Total actual guarantee balance approved at the end of the 8,840 at the end of the reporting 8,840 reporting period (A3+B3) period (A4+B4) Proportion of total guarantee amount (A4+B4) to the net assets 5.36% of the Company Of which: Amount of guarantee for shareholders, actual controller and 0 related parties (C) Amount of debt guarantee provided for the guaranteed party whose asset-liability ratio is not less than 70% directly or 8,840 indirectly (D) Part of the amount of the total guarantee over 50% of net assets 0 (E) Total amount of the above three guarantees (C+D+E) 8,840 Explanation on possible bearing joint responsibility of N/A liquidation due to immature guarantee Explanation on provision of guarantees for external parties in N/A violation of the prescribed procedure Notes of guarantees by complex method: Naught 3. Other significant contracts Book Evaluated value of value of Transacti Execution involved involved Base day Related-p Evaluatio on price progress Signing Signing Signing assets assets for Pricing arty Relations n agency (RMB up to company person date (RMB (RMB evaluatio principle transactio hip (if any) Ten period-en Ten Ten n (if any) n or not thousand) d thousand) thousand) (if any) (if any) 4. Other significant transactions 30 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Naught IX. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period, or such commitments carried down into the reporting period Commitment Time of making Period of Commitment Contents Fulfillment maker commitment commitment Commitment on share reform Commitment in acquisition reports or reports on equity changes Commitments made upon the assets reorganization Commitments made upon IPO or refinancing Other commitments made to minority shareholders Executed in time or not? Yes Detailed reason for failing to execute and Inapplicable the next plan (if any) X. Engagement and disengagement of the CPAs firm Has the semi-annual financial report been audited or not? □ Yes √ No XI. Punishment and rectification Type of Name of the Type of the Conclusion (if Reason investigation/puni Disclosure date Disclosure index punished punished any) shment Particulars about rectification: □ Applicable √ Inapplicable 31 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. XII. Explanation on other significant events Naught VI. Change in Shares & Shareholders I. Change in shares Before the change Increase/decrease (+, -) After the change Capitalizat Issuance ion of Proportion Bonus Proportio Amount of new public Others Subtotal Amount (%) shares n (%) shares reserve fund I. Restricted shares 0 0% 0 0 0 0 0 0 0% 1. Shares held by the State 0 0% 0 0 0 0 0 0 0% 2. Share held by 0 0% 0 0 0 0 0 0 0% state-owned corporations 3. Shares held by other 0 0% 0 0 0 0 0 0 0% domestic investors Among which: shares held 0 0% 0 0 0 0 0 0% by domestic corporations Shares held by domestic 0 0% 0 0 0 0 0 0 0% natural persons 4. Shares held by foreign 0 0% 0 0 0 0 0 0% investors Among which: Shares held 0 0% 0 0 0 0 0 0 0% by foreign corporations Shares held by foreign 0 0% 0 0 0 0 0 0 0% natural persons 5. Share held by senior 0 0% 0 0 0 0 0 0 0% management staff 1,011,660, 1,011,660 100% 0 0 0 0 0 100% II. Non-restricted shares 000 ,000 1. Renminbi ordinary 891,660,0 891,660,0 88.14% 0 0 0 0 0 88.14% shares 00 00 2. Domestically listed 120,000,0 120,000,0 11.86% 0 0 0 0 0 11.86% foreign shares 00 00 32 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. 3. Overseas listed foreign 0 0% 0 0 0 0 0 0 0% shares 4. Others 0 0% 0 0 0 0 0 0 0% 1,011,660, 1,011,660 III. Total shares 100% 0 0 0 0 0 100% 000 ,000 Reason for the change in shares □ Applicable √ Inapplicable Approval of the change in shares □ Applicable √ Inapplicable Transfer of share ownership □ Applicable √ Inapplicable Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable to common shareholders of the Company and other financial indexes over the last year and last period □ Applicable √ Inapplicable Other contents that the Company considered necessary or were required by the securities regulatory authorities to disclose □ Applicable √ Inapplicable Change of the total shares, shareholder structure, asset structure and liability structure □ Applicable √ Inapplicable II. Total number of shareholders and their shareholdings Unit: share Total number of shareholders at the 82,867 end of the reporting period Particulars about shares held by shareholders with a shareholding percentage over 5% Total Increase Number Pledge or frozen shares Number shares /decreas of of Name of Nature of Shareholding held at e during non-rest restricte shareholder shareholder percentage (%) the the ricted Status of shares Number of shares d shares period-e reportin shares held nd g period held Shenzhen State-owned legal 642,884 642,884 Investment 63.55% 0 0 person ,262 ,262 Holdings Ltd. Domestic natural 2,895,0 195094 2,895,0 Liu Yongkui 0.29% 0 person 49 9 49 Domestic natural 1,750,0 1,750,0 Jing Jianjun 0.17% 0 0 person 00 00 GUOTAI Overseas legal 0.14% 1,442,8 -72700 0 1,442,8 33 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. JUNAN person 50 50 SECURITIES(H ONGKONG) LIMITED Guarantee securities accounts of customer credit transactions of Domestic Guangfa 1,169,8 -254002 1,169,8 non-state-owned 0.12% 0 Securities Co., 94 9 94 legal person Ltd. Domestic natural 1,156,1 Unknow 1,156,1 Yang Shuilian 0.11% 0 person 00 n 00 Domestic natural 1,095,8 1,095,8 Wang Zhongming 0.09% 0 0 person 08 08 Domestic natural 1,092,1 1,092,1 Wu Haoyuan 0.09% 0 0 person 00 00 Domestic natural Unknow Lin Dongming 0.09% 925,781 0 925,781 person n Domestic natural Xue Haoyuan 0.09% 894,956 0 0 894,956 person Strategic investor or general legal person becoming a top ten N/A shareholder due to placing of new shares (if any) (see Note 3) Explanation on associated relationship or/and persons acting in N/A concert among the above-mentioned shareholders Particulars about shareholders of the top ten shareholders holding non-restricted shares Types of shares Name of shareholder Number of non-restricted shares held at the period-end Type Number Renminbi Shenzhen Investment Holdings Ltd. 642,884,262 642,884,262 common shares Liu Yongkui 2,895,049 Renminbi 2,895,049 34 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. common shares Renminbi Jing Jianjun 1,750,000 1,750,000 common shares GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 1,442,850 listed foreign 1,442,850 LIMITED shares Guarantee securities accounts of Renminbi customer credit transactions of 1,169,894 1,169,894 common shares Guangfa Securities Co., Ltd. Renminbi Yang Shuilian 1,156,100 1,156,100 common shares Domestically Wang Zhongming 1,095,808 listed foreign 1,095,808 shares Domestically Domestically Wu Haoyuan 1,092,100 listed foreign listed foreign shares shares Renminbi Lin Dongming 925,781 925,781 common shares Renminbi Xue Haoyuan 894,956 894,956 common shares Explanation on associated relationship or/and persons acting in concert among the top ten tradable Unknown shareholders and between the top ten tradable shareholders and the top ten shareholders Explanation on shareholders The No. 1 in the guarantee securities account of customer credit transactions of GF Securities participating in the margin trading Co., Ltd. was Tang Qi, holding 410,800 shares (a stake of 0.0406% in the Company), not in t business (if any) (see Note 4) he top 10 shareholders. Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No III. Change of the controlling shareholder or the actual controller Change of the controlling shareholder in the reporting period □ Applicable √ Inapplicable Change of the actual controller in the reporting period □ Applicable √ Inapplicable 35 2013 Semi-annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. VII. Directors, Supervisors & Senior Management Staff I. Shareholding changes of directors, supervisors and senior management staff □ Applicable √ Inapplicable Shareholdings of directors, supervisors and senior management staff did not change in the reporting period. For details, see the 2012 Annual Report. II. Directors, supervisors and senior management staff who left their posts Name Position Type Date Reason 36 VIII. Financial Statements 1. Audit report Was the financial report for the six months Ended 30 June 2013 audited? □ Yes √ No The financial report for the six months Ended 30 June 2013 was not audited. 2. Financial statement Currency: RMB Yuan 2.1Consolidated Balance Sheet Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Unit: Yuan Item Closing balance Opening balance Current Assets: Monetary funds 613,271,353.69 496,805,905.01 Deposit reservation for balance Lendings to Banks and Other Financial Institutions Financial assets held-for-trading Note receivables Account receivables 21,512,732.55 24,413,187.02 Prepayments 82,590,149.74 39,677,550.07 Draw in insurance fee Reinsurance Accounts Receivable Receivable Deposit for Duty of Reinsurance Interest receivable Dividends receivable 1,052,192.76 1,052,192.76 Other receivables 57,624,699.20 56,894,335.01 Buying back the sale of financial assets Inventories 2,772,285,028.20 2,431,754,464.54 Non-current asset due within one year Other current assets 25,904,506.01 7,780,460.78 Total current assets 3,574,240,662.15 3,058,378,095.19 Non-current assets Issuing of entrusted loans and advances Financial assets held-for-trade Held-to-maturity investments Long-term receivables Long-term equity investments 75,225,969.30 75,225,969.30 Investment properties 477,167,112.19 487,373,443.43 Fixed assets 60,204,832.39 63,204,808.66 Construction in progress Materials for construction Disposal of fixed assets Bio-assets in production Oil and gas assets Intangible assets 6,984,916.77 5,866,106.75 Development expenditure Goodwill Long-term deferred assets 712,068.64 427,321.35 Deferred tax assets 19,881,649.62 19,881,649.62 Other non-current assets 735,190.76 2,413,434.00 Total non-current assets 640,911,739.67 654,392,733.11 TOTAL ASSETS 4,215,152,401.82 3,712,770,828.30 Current liabilities: Short-term loans 16,000,000.00 96,000,000.00 Borrowings from the Central Bank Savings Absorption & Due to Placements with Banks and Other Financial Institutions Borrow from Banks and Other Financial Institutions Financial liabilities held-for-trade Notes payable Accounts payable 54,660,819.83 72,660,833.60 Advances from customers 1,134,654,627.94 407,194,198.80 Financial Assets Sold for Repurchase Handling charges and commissions payable Employee benefits payable 26,278,551.66 36,675,028.18 Taxes payable 6,971,655.21 19,958,153.14 Interest payables 16,735,277.94 18,395,916.84 Dividends payable Other payables 387,616,478.26 394,741,726.29 Dividend Payable for Reinsurance Insurance contract reserve fund Receivings from Vicariously Traded Securities Receivings from Vicariously Sold Securities Non-current liabilities due within one year 314,463,421.86 299,261,270.80 Other current liabilities Total current liabilities 1,957,380,832.70 1,344,887,127.65 Non-current liabilities: Long-term loans 725,267,638.70 849,636,078.25 Bonds payable Long-term payables 10,536,381.50 11,136,124.62 Special payables Accrued liabilities Deferred tax liabilities Other non-current liabilities Total non-current liabilities 735,804,020.20 860,772,202.87 Total liabilities 2,693,184,852.90 2,205,659,330.52 Owners' equity: Share capital 1,011,660,000.00 1,011,660,000.00 Capital reserve 978,244,858.10 978,244,858.10 Less: treasury shares Special reserve Surplus reserve 4,974,391.15 4,974,391.15 General risk reserve Undistributed profit -356,104,064.99 -369,154,405.36 Foreign exchange translation difference 10,867,228.69 9,651,254.84 Total owners' equity attributable to parent company 1,649,642,412.95 1,635,376,098.73 Minority interests -127,674,864.03 -128,264,600.95 Total owners’equity 1,521,967,548.92 1,507,111,497.78 Total liabilities and owners’equity 4,215,152,401.82 3,712,770,828.30 Legal representative: Zhou Jianguo Person in charge of accounting: Wei Hanping Person in charge of accounting organ: Tang Xiaoping 2.2 Balance Sheet Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Unit: Yuan Item Closing balance Opening balance Current assets Monetary funds 451,672,122.54 223,827,179.97 Financial assets held-for-trade Notes receivable Accounts receivable 6,496,519.11 13,663,339.96 Prepayments 4,645,893.07 55,500.00 Interest receivable Dividends receivable Other receivables 349,106,649.26 343,568,799.28 Inventories 2,041,866,467.15 1,844,523,622.50 Non-current asset due within one year Other current assets 9,298,837.66 Total current assets 2,863,086,488.79 2,425,638,441.71 Non-current Assets: Financial assets available-for-sale Held-to-maturity investments Long-term receivable Long-term equity investments 298,396,683.90 298,396,683.90 Investment properties 417,163,451.43 426,426,812.91 Fixed assets 32,588,569.18 33,944,334.56 Construction in progress Materials for construction Disposal of fixed assets Bio-assets in production Oil and gas assets Intangible assets 1,593,466.77 327,266.75 Development expenditure Goodwill Long-term deferred assets 161,191.05 189,456.15 Deferred tax assets 6,814.20 6,814.20 Other non-rrent assets 735,190.76 1,376,400.00 Total non-current assets 750,645,367.29 760,667,768.47 Total Assets 3,613,731,856.08 3,186,306,210.18 LIABILITIES AND OWNERS' EQUITY Closing balance Opening balance Current liabilities: Short-term loans -- 70,000,000.00 Financial liabilities held-for-trade Notes payable Account payable 18,812,150.66 24,195,725.69 Advances from customers 929,630,872.00 280,272,668.00 Employee benefits payable 8,321,375.12 10,848,111.62 Taxes payable 4,503,607.67 6,204,121.44 Interest payable 16,535,277.94 18,020,083.50 Dividend payable Other payables 593,647,480.89 608,165,106.86 Non-current liability due within one year 314,463,421.86 299,261,270.80 Other current liability -- -- Total current liabilities 1,885,914,186.14 1,316,967,087.91 Non-current liabilities: Long-term loans 517,278,286.47 649,636,078.25 Bonds payable Long-term payables Special payables Accrued liabilities Deferred tax liabilities Other non-current liabilities Total non-current liabilities 517,278,286.47 649,636,078.25 Total liabilities 2,403,192,472.61 1,966,603,166.16 Owners' equity: Share capital 1,011,660,000.00 1,011,660,000.00 Capital reserve 978,244,858.10 978,244,858.10 Less: treasury shares Special reserve Surplus reserves General risk reserve Undistributed profit -779,365,474.63 -770,201,814.08 Foreign currency translation difference Total owners' equity attributable to parent company 1,210,539,383.47 1,219,703,044.02 Total liabilities and owners' equity 3,613,731,856.08 3,186,306,210.18 Legal representative: Zhou Jianguo Person in charge of accounting: Wei Hanping Person in charge of accounting organ: Tang Xiaoping 2.3 Consolidated Income Statement Prepared by: SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE& PROPERTIES (GROUP) CO., LTD Amount for the Amount for the Item current period prior period Ⅰ.Total operating income 320,687,860.60 447,364,203.07 Including: Operating income 320,687,860.60 447,364,203.07 Interest Income Premium Income Commission Income Ⅱ.Total operating Costs 305,029,618.82 394,138,348.25 Including: Operating costs 246,707,002.82 310,482,609.12 Interest Expenses Commission Expenses Loan Value Net compensation Expenses Appropriation of Deposit for Duty Dividend Expenses for The Insured Reinsurance Expenses Business tax and surcharge 24,535,155.90 44,716,083.71 Selling expenses 6,879,545.90 6,256,376.23 Administrative expense 27,482,942.29 29,263,423.18 Financial expense -575,027.99 3,419,856.01 Impairment losses of assets -- -- Add: Gains from changes in fair value ("-" means loss) -- -- Investment income ("-" means loss) -- 50,000.00 Including: Investment income from associates and joint venture -- -- Exchange gain("-" means loss) Ⅲ.Operating profit ("-" means loss) 15,658,241.78 53,275,854.82 Add: Non-operating income 3,525,440.59 62,961.84 Less: Non-operating expenses 95,764.32 48,558.27 Including: Loss on disposal of non-current assets 6,511.98 9,175.80 Ⅳ.Total profit ("-" means loss) 19,087,918.05 53,290,258.39 Less: Income tax expenses 6,019,760.27 13,182,343.19 Ⅴ.Net profit ("-" means loss) 13,068,157.78 40,107,915.20 Including: The net profits of the merged party which has been realized prior to the combination Net attributable to owners of parent company 13,050,340.37 40,084,098.09 Minority interests 17,817.41 23,817.11 Ⅵ.Earnings per share Basic Earnings per share 0.0129 0.0396 Diluted Earnings per share 0.0129 0.0396 Ⅶ.Other comprehensive income 1,787,893.36 -76,219.59 Ⅷ.Total comprehensive income 14,856,051.14 40,031,695.61 Total comprehensive income attributable to owners of parent company 14,266,314.22 40,038,992.88 Total comprehensive income attributable to minority interests 589,736.92 -7,297.27 Legal representative: Zhou Jianguo Person in charge of accounting: Wei Hanping Person in charge of accounting organ: Tang Xiaoping 2.4 Income Statement Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Unit: Yuan Amount for the Amount for the Item current period prior period Ⅰ.Total operating income 25,288,842.36 35,178,901.24 Less:Operating cost 11,056,048.84 13,073,029.87 Business tax and surcharge 4,969,097.32 5,507,801.24 Selling expenses 4,143,678.58 2,183,414.92 Administrative expense 13,204,466.99 13,592,628.97 Financial expense 1,115,568.71 -1,365,021.84 Impairment losses of assets -- -- Add: Gain from changes in fair value ("-" means loss) -- -- Investment income ("-" means loss) -- -- Including: Investment income from associates and joint venture -- -- II.Operating profit ("-" means loss) -9,200,018.08 2,187,048.08 Add: Non-operating income 62,002.01 30,231.00 Less:Non-operating expenses 25,644.48 -- Including: Loss from disposal of non-current assets 4,644.48 -- III.Total profit ("-" means loss) -9,163,660.55 2,217,279.08 Less: Income tax expenses -- -- IV.Net profit ("-" means loss) -9,163,660.55 2,217,279.08 V.Earnings per share -- -- Basic Earnings per share -0.009 0.002 Diluted Earnings per share -0.009 0.002 VI.Other comprehensive income -- -- VII.Total comprehensive income -9,163,660.55 2,217,279.08 Legal representative: Zhou Jianguo Person in charge of accounting: Wei Hanping Person in charge of accounting organ: Tang Xiaoping 2.5 Consolidated Cash Flow Statement Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Unit: Yuan Amount for the Amount for the Items current period prior period Ⅰ. Cash Flow from Operating Activities: Cash received from sales of goods or rendering of services 1,038,782,095.16 395,345,406.76 Refund of taxes and levies -- -- Net increase of customer deposits and interbank deposit Net increase in borrowings from the central bank Net increase of capital borrowed from other financial institutions Cash received from the original insurance contract Net cash received from reinsurance business Net increase in insured deposits and investments Net increase in disposal of financial assets Interest charges, fees and commissions Net increase in capital borrowed Net increase in repurchase operations funds Tax refund received Cash received relating to other operating activities 66,253,051.17 35,178,907.21 Sub-total of Cash Inflows 1,105,035,146.33 430,524,313.97 Cash paid for goods and services 551,706,829.05 356,669,537.04 Net increase in loans and advances Net increase on central bank and interbank Cash payments on the original insurance contract Cash on payment of interest, fee and commissions Cash dividends paid to policyholders Cash paid to and on behalf of employees Cash paid to and on behalf of employees 60,437,931.14 50,803,286.66 Cash paid on taxes and levies 71,652,121.81 70,391,794.88 Cash paid relating to other operating activities 71,790,523.32 68,973,567.42 Sub-total of Cash Outflows 755,587,405.32 546,838,186.00 Net Cash Flows from Operating Activities 349,447,741.01 -116,313,872.03 Ⅱ. Cash Flows from Investing Activities: Cash received from return of investments -- -- Cash received investing income -- 50,000.00 Net cash received from disposal of fixed assets, 4,627,823.89 8,000.00 intangible assets and other long assets" Net cash flows from disposal subsidiary and other operating unite -- -- Other cash received relating to investing activities -- -- Sub-total of Cash Inflows 4,627,823.89 58,000.00 Cash paid to acquire fixed assets, intangible assets and other long 876,000.76 2,452,280.00 assets Cash paid on investments -- -- Net increase in secured loans Net cash paid on obtain subsidiary and other operating unite Amount for the Amount for the Items current period prior period -- -- Cash paid on other investing activities -- -- Sub-total of Cash Outflows 876,000.76 2,452,280.00 Net Cash Flows from Investing Activities 3,751,823.13 -2,394,280.00 Ⅲ. Cash flow from Financing Activities Cash received from investments -- -- Including: Cash received from investments by minority interests of -- -- subsidiaries Cash received from borrowing 17,989,352.23 146,000,000.00 Cash received from issuing bonds -- -- Cash received from other financing activities 5,000,000.00 -- Sub-total of Cash Inflows 22,989,352.23 146,000,000.00 Cash repayments on borrowed amounts 207,739,818.50 105,236,955.55 Cash payments for distribution of dividends or profits 38,745,760.90 35,318,863.43 Including: Dividends or profit paid to minority interests of subsidiaries -- -- Cash payments on other financing activities -- -- Sub-total of cash Outflows 246,485,579.40 140,555,818.98 Net cash flows from financing activities -223,496,227.17 5,444,181.02 Ⅳ. Effect of foreign exchange rate on cash -235,856.33 336,108.82 Ⅴ. Net increase in cash and cash equivalents 129,467,480.64 -112,927,862.19 Add: cash equivalents at the beginning of the period 463,713,702.77 324,967,185.86 Ⅵ. Cash equivalents at the end of the period 593,181,183.41 212,039,323.67 Legal representative: Zhou Jianguo Person in charge of accounting: Wei Hanping Person in charge of accounting organ: Tang Xiaoping 2.6 Cash Flow Statement Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Unit: Yuan Amount for the Amount for the prior Item current period period Ⅰ. Cash Flow from Operating Activities: Cash received from sales of goods or rendering of services 682,488,655.33 33,177,385.26 Refund of taxes and levies -- -- Cash received relating to other operating activities 21,118,477.30 93,495,493.31 Sub-total of cash inflows 703,607,132.63 126,672,878.57 Cash paid for goods and services 182,971,575.16 114,370,846.62 Cash paid to and on behalf of employees 17,505,842.40 13,975,981.49 Cash paid on taxes and levies 27,139,693.58 8,234,754.56 Cash paid relating to other operating activities 20,359,831.27 92,853,530.98 Sub-total of Cash Outflows 247,976,942.41 229,435,113.65 Net Cash Flows from Operating Activities 455,630,190.22 -102,762,235.08 Ⅱ. Cash Flows from Investing Activities: Cash received from return of investments -- -- Cash received investing income -- -- Net cash received from disposal of fixed assets, intangible assets -- -- and other long assets Net cash received from disposal of branch and other business unit Other cash received relating to investing activities -- -- Sub-total of Cash Inflows -- -- Cash paid to acquire fixed assets, intangible assets and other long 760,297.76 138,892.00 assets Cash paid on investments -- -- Net cash paid to acquire branch and other business unit Cash paid on other investing activities -- -- Sub-total of cash outflows 760,297.76 138,892.00 Net Cash Flows from Investing Activities -760,297.76 -138,892.00 Ⅲ. Cash flow from Financing Activities Cash received from investments -- -- Cash received from borrowing -- 126,000,000.00 Cash received from issuing bonds -- -- Cash received from other financing activities 5,000,000.00 -- Sub-total of cash inflows 5,000,000.00 126,000,000.00 Cash repayments on borrowed amounts 187,739,818.50 45,236,955.55 Cash payments for distribution of dividends or profits 31,282,790.40 27,876,216.82 Cash payments on other financing activities -- -- Sub-total of cash Outflows 219,022,608.90 73,113,172.37 Net cash flows from financing activities -214,022,608.90 52,886,827.63 Ⅳ. Effect of foreign exchange rate on cash -411.85 -304.19 Ⅴ. Net increase in cash and cash equivalents 240,846,871.71 -50,014,603.64 Add: cash equivalents at the beginning of the period 190,825,250.83 144,779,100.65 Ⅵ. Cash equivalents at the end of the period 431,672,122.54 94,764,497.01 Legal representative: Zhou Jianguo Person in charge of accounting: Wei Hanping Person in charge of accounting organ: Tang Xiaoping 2.7 CONSOLIDATED STATEMENT OF CHANGE IN OWNER'S EQUITY Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Unit: Yuan Amount for the current period Attribute to the equity of parent company Minority Total owners' Items Less: General risk Capital Special Surplus Undistributed interests equity Share capital Treasury reserve Others reserve reserve reserve profit shares 1.Balance at the End of Last Period 1,011,660,000.00 978,244,858.10 -- -- 4,974,391.15 -- -369,154,405.36 9,651,254.84 -128,264,600.95 1,507,111,497.78 Add: Changes of accounting policies -- -- -- -- -- -- -- -- -- -- Error correction of the previous period -- -- -- -- -- -- -- -- -- -- Others -- -- -- -- -- -- -- -- -- -- 2. Balance at the Beginning of the Year 1,011,660,000.00 978,244,858.10 -- -- 4,974,391.15 -- -369,154,405.36 9,651,254.84 -128,264,600.95 1,507,111,497.78 3.Increase/Decrease movements in this Year ("-" means loss) -- -- -- -- -- -- 13,050,340.37 1,215,973.85 589,736.92 14,856,051.14 (I) Net Profit -- -- -- -- -- -- 13,050,340.37 -- 17,817.41 13,068,157.78 (II) Other comprehensive income -- -- -- -- -- -- -- 1,215,973.85 571,919.51 1,787,893.36 Subtotal of (I)and (II) -- -- -- -- -- -- 13,050,340.37 1,215,973.85 589,736.92 14,856,051.14 (III) Capital Injected and Reduced by Owners -- -- -- -- -- -- -- -- -- -- a. Capital injected by owners -- -- -- -- -- -- -- -- -- -- b. Payment for shares included in owners' equity -- -- -- -- -- -- -- -- -- -- c. Others -- -- -- -- -- -- -- -- -- -- (IV) Profit Distribution -- -- -- -- -- -- -- -- -- -- a. Withdraws of -- -- -- -- -- -- -- -- -- -- surplus reserve b.Withdraws of general risk reserve -- -- -- -- -- -- -- -- -- -- c. Distribution to owners (or shareholders) -- -- -- -- -- -- -- -- -- -- d. Others -- -- -- -- -- -- -- -- -- -- (V) Internal transfers of owners' equity -- -- -- -- -- -- -- -- -- -- a. Capitalisation of Additional share capital; (or share capital) -- -- -- -- -- -- -- -- -- -- b. Capitalization of surplus reserve (or share capital) -- -- -- -- -- -- -- -- -- -- c. Making up losses of surplus reserve -- -- -- -- -- -- -- -- -- -- d. Others -- -- -- -- -- -- -- -- -- -- (VI) Special Reserve -- -- -- -- -- -- -- -- -- -- a. Withdrawal of special reserve -- -- -- -- -- -- -- -- -- -- b. Use of special reserve -- -- -- -- -- -- -- -- -- -- (VII) Others -- -- -- -- -- -- -- -- -- -- 4. Balance at the end of the period 1,011,660,000.00 978,244,858.10 -- -- 4,974,391.15 -- -356,104,064.99 10,867,228.69 -127,674,864.03 1,521,967,548.92 Amount for the prior period Attributable to equity holders of the Company Minority Total owners' Items General interests Capital Less: Treasury Special Surplus Undistributed equity Share capital risk Others reserve shares reserve reserve reserve profit 1.Balance at the End of Last Period 1,011,660,000.00 978,244,858.10 -- -- 4,974,391.15 -- -475,968,948.89 9,686,235.77 -128,289,915.22 1,400,306,620.91 Add: retroactive adjustment of enterprise merger Under the same control -- -- -- -- -- -- -- -- -- Changes of accounting policies -- -- -- -- -- -- -- -- -- Error correction of the previous period -- -- -- -- -- -- -- -- -- Other -- -- -- -- -- -- -- -- -- 2. Balance at the Beginning of the Year 1,011,660,000.00 978,244,858.10 -- -- 4,974,391.15 -- -475,968,948.89 9,686,235.77 -128,289,915.22 1,400,306,620.91 3. Increase/Decrease movements in this Year ("-" means loss) -- -- -- -- -- -- 40,084,098.09 -45,105.21 -7,297.27 40,031,695.61 (I) Net Profit -- -- -- -- -- -- 40,084,098.09 -- 23,817.11 40,107,915.20 (II) Other comprehensive income -- -- -- -- -- -- -- -45,105.21 -31,114.38 -76,219.59 Subtotal of (I)and (II) -- -- -- -- -- -- 40,084,098.09 -45,105.21 -7,297.27 40,031,695.61 (III) Capital Injected and Reduced by Owners -- -- -- -- -- -- -- -- -- a. Capital injected by owners -- -- -- -- -- -- -- -- -- b. Payment for shares included in owners' equity -- -- -- -- -- -- -- -- -- c. Others -- -- -- -- -- -- -- -- -- (IV) Profit Distribution -- -- -- -- -- -- -- -- -- a. Withdraws of surplus reserve -- -- -- -- -- -- -- -- -- b.Withdraws of general risk reserve -- -- -- -- -- -- -- -- -- c. Distribution to owners (or shareholders) -- -- -- -- -- -- -- -- -- d. Others -- -- -- -- -- -- -- -- -- (V) Internal transfers of owners' -- -- -- -- -- -- -- -- -- equity a. Capitalisation of Additional share capital; (or share capital) -- -- -- -- -- -- -- -- -- b. Capitalization of surplus reserve (or share capital) -- -- -- -- -- -- -- -- -- c. Making up losses of surplus reserve -- -- -- -- -- -- -- -- -- d. Others -- -- -- -- -- -- -- -- -- (VI) Special Reserve -- -- -- -- -- -- -- -- -- a. Withdrawal of special reserve -- -- -- -- -- -- -- -- b. Use of special reserve -- -- -- -- -- -- -- -- (VII) Others -- -- -- -- -- -- -- -- 4. Balance at the end of the period 1,011,660,000.00 978,244,858.10 -- -- 4,974,391.15 -435,884,850.80 9,641,130.56 -128,297,212.49 1,440,338,316.52 Legal representative: Zhou Jianguo Person in charge of accounting: Wei Hanping Person in charge of accounting organ: Tang Xiaoping 2.8 STATEMENT OF CHANGES IN OWNER'S EQUITY Prepared by:SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Unit: Yuan Amount for the current period Item Less: General risk Special Undistributed Total owners' Share capital Capital reserve Treasury Surplus reserve reserve reserve profit equity shares 1.Balance at the End of Last Period 1,011,660,000.00 978,244,858.10 -- -- -- -- -770,201,814.08 1,219,703,044.02 Add: Changes of accounting policies -- -- -- -- -- -- -- -- Error correction of the previous period -- -- -- -- -- -- -- -- Others -- -- -- -- -- -- -- -- 2. Balance at the Beginning of the Year 1,011,660,000.00 978,244,858.10 -- -- -- -- -770,201,814.08 1,219,703,044.02 3. Increase/Decrease movements in this Year ("-" -- -- -- -- -- -- -9,163,660.55 -9,163,660.55 means loss) (I) Net Profit -- -- -- -- -- -- -9,163,660.55 -9,163,660.55 (II) Other comprehensive income -- -- -- -- -- -- -- -- Subtotal of (I)and (II) -- -- -- -- -- -- -9,163,660.55 -9,163,660.55 (III) Capital Injected and Reduced by Owners -- -- -- -- -- -- -- -- a. Capital injected by owners -- -- -- -- -- -- -- -- b. Payment for shares included in owners' equity -- -- -- -- -- -- -- -- c. Others -- -- -- -- -- -- -- -- (IV)Profit distribution -- -- -- -- -- -- -- -- a. Withdraws of surplus reserve -- -- -- -- -- -- -- -- b.Withdraws of general risk reserve -- -- -- -- -- -- -- -- c. Distribution to owners (or shareholders) -- -- -- -- -- -- -- -- d. Others -- -- -- -- -- -- -- -- (V) Internal transfers of owners' equity -- -- -- -- -- -- -- -- a. Capitalisation of Additional share capital; (or share -- -- -- -- -- -- -- -- capital) b. Capitalisation of surplus reserve (or share capital) -- -- -- -- -- -- -- -- c. Making up losses of surplus reserve -- -- -- -- -- -- -- -- d. Others -- -- -- -- -- -- -- -- 56 (VI) Special Reserve -- -- -- -- -- -- -- -- a. Withdrawal of current period -- -- -- -- -- -- -- -- b. Use of special reserve -- -- -- -- -- -- -- -- (VII) Others -- -- -- -- -- -- -- -- 4. Balance at the end of the period 1,011,660,000.00 978,244,858.10 -- -- -- -- -779,365,474.63 1,210,539,383.47 . Amount for the prior period Item Less: General Capital Special Surplus Undistributed Total owners' Share capital Treasury risk reserve reserve reserves profit equity shares reserve 1. Balance at the end of last year: 1,011,660,000.00 978,244,858.10 -- -- -- -- -775,821,536.01 1,214,083,322.09 Add: Changes of accouting policy -- -- -- -- -- -- -- -- Error correction of the previous period -- -- -- -- -- -- -- -- Others -- -- -- -- -- -- -- -- 2. Balance at the beginning of the year 1,011,660,000.00 978,244,858.10 -- -- -- -- -775,821,536.01 1,214,083,322.09 3. Change in equity for the year -- -- -- -- -- -- 2,217,279.08 2,217,279.08 (1) Net profit -- -- -- -- -- -- 2,217,279.08 2,217,279.08 (2) Others -- -- -- -- -- -- -- -- Sub-total (1)& (2) -- -- -- -- -- -- 2,217,279.08 2,217,279.08 (3)Shareholders’ contributions and decrease of -- -- -- -- -- -- -- -- capital a. Contributions by shareholders -- -- -- -- -- -- -- -- b. Equtiy settled share-based payment -- -- -- -- -- -- -- -- c. Others -- -- -- -- -- -- -- -- (4) Distribution of profits -- -- -- -- -- -- -- -- a. Withdraws of surplus reserve -- -- -- -- -- -- -- -- b.Withdraws of general risk reserve -- -- -- -- -- -- -- -- c. Distribution to owners (or shareholders) -- -- -- -- -- -- -- -- d. Others -- -- -- -- -- -- -- -- 57 (5) Transfers within equity -- -- -- -- -- -- -- -- a. Share capital increased by capital reserve transfer -- -- -- -- -- -- -- -- b. Share capital increased by surplus reserve transfer -- -- -- -- -- -- -- -- c. Remedying loss with profit surplus -- -- -- -- -- -- -- -- d. Others -- -- -- -- -- -- -- -- (6) Special reserves -- -- -- -- -- -- -- -- a. Extracted this year -- -- -- -- -- -- -- -- b. Used this year -- -- -- -- -- -- -- -- (7) Others -- -- -- -- -- -- -- -- 4. Balance at the end of the year report period 1,011,660,000.00 978,244,858.10 -- -- -- -- -773,604,256.93 1,216,300,601.17 Legal representative: Zhou Jianguo Person in charge of accounting: Wei Hanping Person in charge of accounting organ: Tang Xiaoping 58 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 3. General information 3.1 Corporate introduction Shenzhen Special Economic Zone Real Estate and Properties (Group) Co., Ltd. (the “Group” or “the Company”) was established in July 1993, as approved by the Shenzhen Municipal Government with document SFBF (1993) 724. The Company issued A shares on 15th September, 1993 and issued B shares on 10 January 1994. On 31 August 1994, B shares issued were listed in New York Exchange market as class A recommendation. The total share capital are 1,011,660,000 shares, of which, A shares are 891,660,000 shares, and the B shares are 120, 000,000 shares. The Company business licenses registration number is 440301103225878, and the registered capital is RMB 1,011,660,000.00. On 13 October 2004,according to the document No.(2004) 223 “Decision on establishing Shenzhen investment Holding Co., Ltd.” issued by State-Owned Assets Supervision and Administration Commission of Shenzhen Municipal Government, Former major shareholder – Shenzhen Construction Investment Holding Company with two other assests management companies merged to form the Shenzhen Investment Holding Co., Ltd. By the State-owned Assets Supervision and Administration Commission of the state council, and quasi-exempt obligations tender offer as approved by China Security Regulatory Committee with document No.(2005)116, this issue of consolidated has been authorized and the registration changing had been done on 15 Feberary 2006. As at the end of the reporting period, Shenzhen Investment Holding Limited holds 642,884,262 shares of the Company (63.55% of the total share capital). The shares are all selling unrestricted shares. 3.2 Corporate Information Nature of Busines: this Company belongs to the real estate industry. Business scope: mainly engaged in real estate development and sales, property leasing and management, retail merchandising and trade, hotel, equipment installation and maintenance, construction, interior decoration and so on. The main products or services provided: commodity housing, property leasing and management, hotel service, construction and installation service, renovation service. 3.3 Change of Corporate transaction There is no change for the main transactions during report period. 3.4 Financial statements publish approver & date The Financial statement published on Aug 20th, 2013, which approved by Group’s Board of Directors. 4. Important Accounting Principles, Accounting Estimates and previous accounting errors 4.1 Basis of Preparation The financial statements of the Group have been prepared on the basis of going concern in conformity with Chinese Accounting Standards for Business Enterprises and the Accounting Systems for Business Enterprises issued by the Ministry of Finance of People’s Republic of China in February 2006, and Accounting Standards (order No.38 of the Ministry of Finance) and Compilation Rules for Information Disclosure by Companies Offering Securities to the Public No.15—General Provisions on Financial Reports (2010 Revision) issued by the China Securities Regulatory Commission (CSRC) 59 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 According to the relevant accounting regulations in Chinese Accounting Standards for Business Enterprises, the Group has adopted the accrual basis of accounting. The Group adopts the historical cost as the principle of measurement in the financial statements except some financial instrument. Provision will be made if any assets impairement incure in accordance with relevant requirements. 4.2 Statement of Compliance with Enterprise Accounting Standards The financial statements of the Group comply are recognized and measured in accordance with the regulations in the Chinese Accounting Standards for Business Enterprises and they give a true and fair view of the financial position, business result and cash flow of the Group as of 30 June 2013. in addition, the financial statements of the and the Group comply, in all material respects, with the revised disclosing requirements for financial statements and the notes ” Compilation Rules for Information Disclosure by Companies Offering Securities to the Public No.15—General Provisions on Financial Reports (2010 Revision) issued by China Securities Regulatory Commission (CSRC) in 2010. 4.3 Accounting period The accounting period of the Group is classified as interim period and annual period. Interim period refers to the reporting period shorter than a complete annual period. The accounting period of the Group is the calendar year from January 1 to December 31. 4.4 Monetary Unit Renminbi (RMB) is the currency of the primary economic environment in either Group & its domestic subsidiaries or foreign subsidiary in HK. Therefore, the Group, the domestic subsidiaries and foreign subsidiary in HK choose RMB as their functional currency. While the Group’s foreign subsidiary in U.S.A. chooses USD dollar as its functional currency on the basis of the primary economic environment it operates.The Group adopts RMB to prepare its functional statements. 4.5 Accounting treatment under common/non common control A business combination is a transaction or event that brings together two or more separate entities into one reporting entity. Business combinations involve enterprises under common control and non common control. (1) Business combination involving entities under common control A business combination involving enterprises under common control is a business combination in which all of the combining enterprises are ultimately controlled by the same party or parties both before and after the combination, and that control is not transitory. For a business combination involving enterprises under common control, the party that, on the combination date, obtains control of another enterprise participating in the combination is the absorbing party, while that other enterprise participating in the combination is a party being absorbed. 60 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Combination date is the date on which the absorbing party effectively obtains control of the party being absorbed. The assets and liabilities obtained are measured at the carrying amounts as recorded by the enterprise being combined at the combination date. The difference between the carrying amount of the net assets obtained and the carrying amount of consideration paid for the combination (or the total face value of shares issued) is adjusted to the capital premium (or share premium) in the capital reserve. If the balance of the capital premium (or share premium) is insufficient, any excess is adjusted to retained earnings. The cost of a combination incurred by the absorbing party includes any costs directly attributable to the combination shall be recognized as an expense through profit or loss for the current period when incurred. (2)Business combination involving entities under non common control A business combination involving enterprises under non common control happens in the combining enterprises are not ultimately controlled by the same party or parties both before and after the business combination. For a business combination not involving enterprises under common control, the party that, on the acquisition date, obtains control of another enterprise participating in the combination is the acquirer, while that other enterprise participating in the combination is the acquiree. Acquisition date is the date on which the acquirer effectively obtains control of the acquiree. For a business combination not involving enterprise under common control, the combination cost including the sum of fair value, at the acquisition date, of the assets given, liabilities incurred or assumed, and equity securities issued by the acquirer. The intermediary expenses incurred by the acquirer in respect of auditing, legal services, valuation and consultancy services etc and other associated administrative expenses attributable to the business combination are recognized in profit or loss when they are incurred. The transaction cost arose from issuing of equity securities or liability securities shall be initially recognized as equity securities or liability securities. The contingent consideration related to the combination shall be booked as combination cost at the fair value at the acquisition date. If, within the 12 months after acquisition, additional information can prove the existence of related information at acquisition date and the contingent consideration need to be adjusted, goodwill can be offset. For a business combination achieved in stages that involves multiple exchange transactions, the equity interest in the acquiree previously held before the acquisition date re-assessed at the fair value at 61 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 the acquisition date, with any difference between its fair value and its carrying amount is recorded as investment income. The other comprehensive income of the acquiree before the acquisition date relating to the previously held interest in the acquiree is transferred to investment income. Combination cost is the aggregate of the carrying amount of the equity interest held in the acquiree prior to the acquisition date and the fair value of the cost of the additional investment at the acquisition date. Combination cost of the acquirer’s interest and identifiable net assets of the acquirer acquired through the business combination shall be measured by the fair value at the acquisition date. Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference shall be recognized as goodwill. Where the cost of combination is less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference shall be accounted for according to the following requirements: (i) the acquirer shall reassess the measurement of the fair values of the acquiree’s identifiable assets, liabilities and contingent liabilities and measurement of the cost of combination; (ii) if after that reassessment, the cost of combination is still less than the acquirer’s interest in the fair values of the acquiree’s identifiable net assets, the acquirer shall recognize the remaining difference immediately in profit or loss for the current period. Where the temporary difference obtained by the acquirer was not recognized due to inconformity with the conditions applied for recognition of deferred income tax, if, within the 12 months after acquisition, additional information can prove the existence of related information at acquisition date and the expected economic benefits on the acquisition date arose from deductible temporary difference by the acquiree can be achieved, relevant income tax assets can be recognized, and goodwill offset. If the goodwill is not sufficient, the difference shall be recognized as profit of the current period. Apart from above, the differences shall be taken into profit or loss of the current period if the recognition of deferred income tax assets is related to the combination. 4.6 Preparation of consolidated financial statements (1)The scope of consolidated financial statements The scope of consolidation in the consolidated financial statements is determined on the basis of control. Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its operating activities. The scope of consolidation includes the Group and all of the subsidiaries. Subsidiary is an enterprise or entity under the control of the Group. (2)Preparation of the consolidated financial statements The subsidiary of the Group is included in the consolidated financial statements from the date when the control over the net assets and business decisions of the subsidiary is effectively obtained, and 62 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 excluded from the date when the control ceases. For a subsidiary disposed of by the Group, the operating results and cash flows before the date of disposal (the date when control is lost) are included in the consolidated income statement and consolidated statement of cash flows, as appropriate. For a subsidiary disposed during the period, no adjustment is made to the opening balance of the consolidated financial statements. For a subsidiary acquired through a business combination not under common control, the operating results and cash flows from the acquisition (the date when the control is obtained) are included in the consolidated income statement and consolidated statement of cash flows, as appropriated; no adjustment is made to the opening balance and comparative figures in the consolidated financial statements. Where a subsidiary was acquired during the reporting period, through a business combination involving enterprises under common control, the financial statements of the subsidiary are included in the consolidated financial statements. The results of operations and cash flow are included in the consolidated balance sheet and the consolidated income statement, respectively, based on their carrying amounts, from the date that common control was established, and the opening balances and the comparative figures of the consolidated financial statements are restated. When the accounting period or accounting policies of a subsidiary are different from those of the Group, the Group makes necessary adjustments to the financial statements of the subsidiary based on the Group’s own accounting period or accounting policies. Where a subsidiary was acquired during the reporting period through a business combination not under common control, the financial statements was reconciliated on the basis of the fair value of identifiable net assets at the date of acquisition. Intra-group balances and transactions, and any unrealized profit or loss arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Minority interest and the portion in the net profit or loss not attributable to the Group are presented separately in the consolidated balance sheet within shareholders’/ owners’ equity and net profit. Net profit or loss attributable to minority shareholders in the subsidiaries is presented separately as minority interest in the consolidated income statement below the net profit line item. When the amount of loss for the current period attributable to the minority shareholders of a subsidiary exceeds the minority shareholders’ portion of the opening balance of [shareholders’] [owners’] equity of the subsidiary, the excess is allocated against the minority interests. When the Group loses control of a subsidiary due to the disposal of a portion of an equity investment or other reasons, the remaining equity investment is re-measured at its fair value at the date when control is lost. The difference between 1) the total amount of consideration received from the transaction that 63 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 resulted in the loss of control and the fair value of the remaining equity investment and 2) the carrying amounts of the interest in the former subsidiary’s net assets immediately before the loss of the control is recognized as investment income for the current period when control is lost. The amount recognized in other comprehensive income in relation to the former subsidiary’s equity investment is reclassified as investment income for the current period when control is lost. The retained interest is subsequently measured according to the rules stipulated in the “Chinese Accounting Standards for Business Enterprises No.2—Long-term equity investment” or “Chinese Accounting Standards for Business Enterprises No.22—Determination and measurement of financial instruments” . 4.7 Cash equivalent Cash and cash equivalents of the Group include cash on hand, ready usable deposits and investments having short holding term (normally will be due within three months from the day of purchase), with strong liquidity and easy to be exchanged into certain amount of cash that can be measured reliably and have low risks of change. 4.8 Foreign exchange (1) Translation in foreign exchange transactions The foreign currency transactions are recorded, on initial recognition in the functional currency, by applying [the spot exchange rate on the date of the transaction / an exchange rate that approximates the actual spot exchange rate on the date of transaction]. The exchange of foreign currency and transactions related to the foreign exchange are translated at the spot exchange rate. (2) Translation of monetary foreign currency and non-monetary foreign currency At the balance sheet date, foreign currency monetary items are translated using the spot exchange rate at the balance sheet date. All the exchange differences thus resulted are taken to profit or loss, except for jthose relating to foreign currency borrowings specifically for construction and acquisition of qualifying assets, which are capitalized in accordance with the principle of capitalization of borrowing costs. For hedging accounting, the exchange difference related to hedging instruments for the purpose of net oversea operating investment is recorded in the comprehensive income till the date of disposal and recognized in profit or loss of the period;lThe exchange difference from changes of other account balance of foreign currency monetary items available-for-trade is recorded into profit or loss except for amortized cost. Non-monetary foreign currency items measured at historical cost shall still be translated at the spot exchange rate prevailing on the transaction date, and the amount denominated in the functional currency is not changed. Non-monetary foreign currency items measured at fair value are translated at the spot exchange rate prevailing at the date when the fair values are determined. The exchange 64 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 difference thus resulted are recognized in profit or loss for the current period or as capital reserve. (3) The translation of financial statement in foreign currency When the consolidated financial statements include foreign operation(s), if there is a foreign currency monetary item constituting a net investment in a foreign operation, exchange difference arising from changes in exchange rates are recognized as “exchange differences arising on translation of financial statements denominated in foreign currencies” in owner’s equity, and in profit or loss for the period upon disposal of the foreign operation. The Group translates the financial statements of its foreign operations into RMB by following rules; 1) Assets and liabilities in the balance sheet are translated at the spot exchange rate prevailing at the balance sheet date; All equity items except for retained earnings are translated at the spot exchange rates at the dates on which such items occur; 2) Income and expenses in income statement are translated at the spot exchange rates at the date of transaction. 3) The opening undistributed profit is the closing undistributed profit of the last period after translation. 4) The closing balance of undistributed profit is calculates and presented in the basis of each translated income statements and profit distribution item. 5) The difference arising between the assets and liabilities and shareholder’s shall be booked as translation difference of foreign currency statements, and shall be presented as a separate component of equity in the balance sheet. 6) On a loss of control over Group’s oversea operation due to disposal, the Group transfers the accumulated or proportionate share of the accumulated exchange difference arising on translation of financial statements of this oversea operation attributable to the owners’ equity of the Group and presented under shareholder’s equity, to profit or loss in the period in which the disposal occurs. Foreign currency cash flows and cash flow of oversea subsidiaries are translated at the spot exchange rates.The effect of exchange rate changes on cash is separately presented as an adjustment item in the cash flow statement. The opening and actual amount of last year are presented in the financial statement after translation 4.9 Financial instruments (1) Determination of financial assets and liabilities’ fair value Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. For a financial instrument which has an active market, the Group uses quoted price in the active market to establish its fair value. The quoted 65 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 price in the active market refers to the price that can be regularly obtained from exchange market, agencies, industry associations, pricing authorities; it represents the fair market trading price in the actual transaction. For a financial instrument which does not have an active market, the Group establishes fair value by using a valuation technique. Valuation techniques include using recent arm’s length market transactions between knowledgeable, willing parties, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models. (2) Classification, recognition and measurement of financial assets All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. On initial recognition, the Group’s financial assets are classified into one of the four categories, including financial assets at fair value though profit or loss, held-to maturity investments, loans and receivables and available-for-trade financial assets. A financial asset is recognized initially at fair value. In the case of financial assets at fair value through profit or loss, relevant transaction costs are immediately charged to the profit and loss of the current period; transaction costs relating to financial assets of other categories are included in the amount initially recognized. 1) Financial assets at fair value through profit or loss: Including financial assets held-for-trade and financial assets designated at fair value through profit or loss. Financial asset held-for-trade is the financial asset that meets one of the following conditions: A. the financial asset is acquired for the purpose of selling it in a short term; B. the financial asset is a part of a portfolio of identifiable financial instruments that are collectively managed, and there is objective evidence indicating that the enterprise recently manages this portfolio for the purpose of short-term profits; C. the financial asset is a derivative, except for a derivative that is designated and effective hedging instrument, or a financial guarantee contract, or a derivative that is linked to and must be settled by delivery of an unquoted equity instrument (without a quoted price from an active market) whose fair value cannot be reliably measured. For such kind of financial assets, fair values are adopted for subsequent measurement. Financial asset is designated on initial recognition as at fair value through profit or loss only when it meets one of the following conditions: A. the designation eliminates or significantly reduces the inconsistency in the measurement or recognition of relevant gains or losses that would otherwise arise from measuring the financial instruments on different bases. 66 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 B. a group of financial instruments is managed and its performance is evaluated on a fair value basis, and is reported to the enterprise’s key management personnels. Formal documentation regarding risk management or investment strategy has prepared. Financial assets at fair value through profit or loss are subsequently measured at the fair value. Any gains or losses arising from changes in the fair value and any dividends or interest income earned on the financial assets are recognized in the profit or loss. 1) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets available-for-trade and those designated as at fair value though profit or loss. The Group classifies financial assets at fair value through profit or loss as financial assets available-for trade. A financial asset is classified as available-for-trade if one of the following conditions is satisfied: A) It has been acquired principally for the purpose of selling in the near term; or B) On initial recognition it is part of a portfolio of identified financial instruments that the Group managers together and there is objective evidence that the Group has a recent actual pattern of short-term profit taking; or C) It is a derivative that is not designated and effective as a hedging instrument, or a financial guarantee contract, or a derivative that is linked to and must be settled by delivery of an unquoted equity instrument (without a quoted price in an active market) whose fair value cannot be reliably measured. Financial assets at fair value through profit or loss are subsequently measured at far value. Any gains or losses arising from changes in the fair value and any dividend or interest income earned on the financial assets are recognized in profit or loss. 2) Investment held-to maturity Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity that an entity has the positive intention and ability to hold to maturity. Such kind of financial assets are subsequently measured at amortized cost using the effective interest method. Gains or losses arising from derecognition, impairment or amortization are recognized in profit or loss for the current period. Effective interest rate is the rate that exactly discounted estimated future cash flows through the expected life of the financial asset or financial liability or, where appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Group shall estimate future cash flow considering all contractual terms of the financial asset or financial liability without considering future credit losses, and also consider all fees paid or received between the parties to the contract giving rise to the financial asset and financial liability that are an integral part of the effective interest rate, transaction costs, and 67 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 premiums or discounts, etc. 3) Loans and receivables Loans and receivables are non-derivative financial assets with fixed determinable payment that are not quoted in an active market. Financial assets classified as loans and receivables by the Group include note receivables, account receivables, interest receivable dividends receivable and other receivables. Loans and receivables are subsequently measured at amortized cost using the effective interest method. Gain or loss arising from derecognition, impairment or amortization is recognized in profit or loss. 4) Financial assets available-for-trade Financial assets available-for-trade include non-derivative financial assets that are designated on initial recognition as available for trade, and financial assets that are not classified as financial assets at fair value through profit or loss, loans and receivables or investment held-to-maturity. Financial assets available-for-trade are subsequently measured at fair value, and gains or losses arising from changes in the fair value are recognized as other comprehensive income and included in the capital reserve, except that impairment losses and exchange differences related to amortized cost of monetary financial assets denominated in foreign currencies are recognized in profit or loss, until the financial assets are derecognized, at which time the gains or losses are released and recognized in profit or loss. Interests obtained and dividends declared by the investee during the period in which the financial assets available-for-trade are held, are recognized in investment gains. (3) Impairment of financial assets The Group assesses at the balance sheet date the carrying amount of every financial asset except for the financial assets that measured by the fair value. If there is objective evidence indicating a financial asset may be impaired, a provision is provided for the impairment. The Group makes an impairment test for a financial asset that is individually significant. For a financial asset that is not individually significant, it is included in a group of financial assets with similar credit risk characteristics and collectively assessed for impairment or individually assessed for impairment. If no objective evidence of impairment incurs for an individually assessed financial asset (whether the financial asset is individually significant or not individually significant), it is included in a group of financial assets with similar credit risk characteristics and collectively assessed for impairment. Assets for which an impairment loss is individually recognized is not included in a group of financial assets with similar credit risk characteristics and collectively assessed for impairment. 1) Impairment on held-to maturity investment, loans and receivables 68 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 The financial assets measured by cost or amortized cost write down their carrying value by the estimated present value of future cash flow. The difference is recorded as impairment loss. If there is objective evidence to indicate the recovery of value of financial assets after impairment, and it is related with subsequent event after recognition of loss, the impairment loss recorded originally can be reversed. The carrying value of financial assets after impairment loss reversed shall not exceed the amortized cost of the financial assets without provisions of impairment loss on the reserving date. 2) Impairment loss on available-for-trade financial assets When decision is made with all related factors on whether the fall of fair value investment of an equity instrument available-for-trade is significant or non-transient, it indicates impairment of such equity instrument investment, in which, Significant means over 20% of fall in fair value and Non-transient means over 12 months of subsequent fall. When an available-for-trade financial asset is impaired, the cumulative loss arising from declining in fair value that had been recognized in capital reserve shall be removed and recognized in profit or loss. The amount of the cumulative loss that is removed shall be difference between the acquisition cost with deduction of recoverable amount less amortized cost, current fair value and any impairment loss on that financial asset previously recognized in profit or loss. If, after an impairment loss has been recognized, there is objective evidence that the value of the financial asset is recovered, and it is objectively related to an event occurring after the impairment loss was recognized, the initial impairment loss can be reversed and the reserved impairment loss on available-for-trade equity instrument is recorded in the profit or loss, the reserved impairment loss on available-for-trade debt instrument is recorded in the current profit or loss. The equity instrument where there is no quoted price in an active market, and whose fair value cannot be reliably measured, or impairment loss on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument shall not be reversed. (4) Recognition and measurement of financial assets transfer The Group derecognizes a financial asset when one of the following conditions is met: 1) the rights to receive cash flows from the asset have expired; 2) the enterprise has transferred its rights to receive cash flows from the asset to a third party under a “pass-through” arrangement; or 3) the enterprise has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. If the enterprise has neither retained all the risks and rewards from the financial asset nor control over 69 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 the asset, the asset is recognized according to the extent it exists as financial asset, and correspondent liability is recognized. The extent of existence refers the level of risk by the financial asset changes the enterprise is facing. For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, (a). the carrying amount of the financial asset transferred; and (b) the sum of the consideration received from the transfer and any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss. If a part of the transferred financial asset qualifies for derecognition, the carrying amount of the transferred financial asset is allocated between the part that continues to be recognized and the part that is derecognized, based on the relative fair value of those parts. The difference between (a) the carrying amount allocated to the part derecognized; and (b) the sum of the consideration received for the part derecognized and any cumulative gain or loss allocated to the part derecognized which has been previously recognized in other comprehensive income, is recognized in profit or loss. (5) Classification and measurement of financial liabilities The Group’s financial liabilities are, on initial recognition, classified into financial liabilities at fair value through profit or loss and other financial liabilities. For financial liabilities at fair value through profit or loss, relevant transaction costs are immediately recognized in profit or loss for the current period, and transaction costs relating to other financial liabilities are included in the initial recognition amounts. 1) Financial liabilities measured by the fair value and the changes recorded in profit or loss The classification by which financial liabilities held-for-trade and financial liabilities designed at the initial recognition to be measured by the fair value follows the same criteria as the classification by which financial assets held-for-trade and financial assets designed at the initial recognition to be measured by the fair value and their changes are recorded in the current profit or loss. For the financial liabilities measured by the fair value and changes recorded in the profit or loss, fair values are adopted for subsequent measurement. All the gains or losses on the change of fair value and the expenses on dividends or interests related to these financial liabilities are recognized in profit or loss for the current period. 2) Other financial liabilities Derivative financial liabilities that linked with equity instruments, which do not have a quoted price in an active market and their fair value cannot be measured reliably, is subsequently measured by cost Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Gains or losses arising from derecognition or amortization are recognized in profit or loss for the current period. 70 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 3) Financial guarantee contracts For financial guarantee contracts that are not designated as at fair value through profit or loss, or loan commitments not designated as at fair value through profit or loss but to offer at the interest rate lower than market level they are, after initial recognition, subsequently measured at the higher of: (i) the amount determined according to the principles of Accounting Standards for Business Enterprises No. 13 - Contingencies, and (ii) the amount initially recognized less the accumulated amortization determined according to the principles of Accounting Standards for Business Enterprises No. 14 - Revenue. (6) Derecognition The Group derecognizes a financial liability (or part of it) when the underlying present obligation (or part of it) is discharged or cancelled or has expired. An agreement between the Group (an existing borrower) and existing lender to replace original financial liability with a new financial liability with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new liability. When the Group derecognizes a financial liability or a part of it, it recognizes the difference between the carrying amount of the financial liability (or part of the financial liability) derecognized the consideration paid (including any non-cash assets transferred or new financial liabilities assumed) in profit or loss. (8) Offsetting financial assets and financial liabilities When the group has a legal right that is currently enforceable to set off the recognized financial assets and financial liabilities, and intends either to settle on a net basis, or to realize the financial asset and settle the financial liability simultaneously, a financial asset and a financial liability shall be offset and the net amount is presented in the balance sheet. Except for the above circumstances, financial assets and financial liabilities shall be presented separately in the balance sheet and shall not be offset. (9) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The transaction expenses from issuing of equity instruments by the merge party during the business combination deduct the consideration income from the equity instrument, and then retained earning if insufficient.The consideration received from issuing equity instruments, net of transaction costs, are added to [shareholders’ / owners’] equity. All types of distribution (excluding stock dividends) made by the Group to holders of equity instruments are deducted from [shareholders’ /owners’] equity. The Group does not recognize any changes in the fair value of equity instruments. 71 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 4.10 Account receivables The account receivable by the Group includes account receivables, and other receivables. (1) Criteria for recognition of bad debts: The Group carries out an inspection on the balance sheet date. Where there is any objective evidence proving that the receivables have been impaired, an impairment provision shall be made: 1) A serious financial difficulty occurs to the issuer or debtor; 2) The debtor breaches any of the contractual stipulations, for example, fails to pay or delays the payment of interests or the principal, etc.; 3) The debtor will probably become bankrupt or carry out other financial reorganizations; 4) Other objective evidences showing the impairment of the receivables. (2) Method for bad debts provision 1) Provisions of bad debts in account receivables that is individually significant. The Group treats account receivables over RMB 5,000,000.00 (including 5,000,000.00) as individually significant item. For an account receivable that is individually significant, the asset is individually assessed for impairment, and the amount of impairment is recognized in profit or loss if there is objective evidence of impairment is included in a group of financial assets with similar credit risk characteristics and collectively assessed for impairment. An account receivable for which an impairment loss is individually recognized is not included in a group of account receivables with similar credit risk characteristics and collectively assessed for impairment. 2) Provisions of bad debts that is individually insignificant. For the account receivables not individually significant, the Group assesses the account receivables individually for impairment when are of following characteristics: if there is objective evidence indicating the impairment, the impairment loss is recognized at the difference between the present value of future cash flow less the carrying amount, and provision is made accordingly. 4.11 Inventories (1) Classification of inventory Inventory was classified according to real estate development and non-development of products. The real estate development products are the real estate developing products, real estate developed products and real estate which are going to be developed. The non-real estate development products include raw materials, finished products and stocks, low-value consumable products and construction in progress. (2) Valuation method of inventories upon delivery 72 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Inventories are initially carried at the actual cost. Cost of inventories comprises all costs of purchase, costs of conversion and other costs. The actual cost of inventories transferred out is assigned by using weighted average method, and development products by specific identification method. (3) Basis for determining net realizable value of inventories and provision methods for decline in value of inventories Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes. Net realizable value is determined on the basis of clear evidence obtained, and takes into consideration the purpose of holding inventories and effect of post balance sheet events. At the balance sheet date, inventories are measured at the lower of the cost and net realizable value. If the net realizable value is below the cost of inventories, a provision for decline in value of inventories is made. The provision for inventories decline in value is determined by the difference of the cost of individual item less its realizable value. After the provision for decline in value of inventories is made, if the circumstances that previously caused inventories to be written down below cost no longer exist so that the net realizable value of inventories is higher than their cost, the original provision for decline in value is reversed and the reversal is included in profit or loss for the period. (4) Inventory count system is based on the perpetual stock system. (5) Amortization method for low cost and short-lived consumable items and packaging materials. Low cost and short-lived consumable items are amortized using immediate write-off method; packaging materials are amortized using immediate write-off method。 (6) Cost of land constitutes land development costs for pure land development project; Together with the overall development of the property, its cost is included in housing costs generally based on the actual area. (7)Public Facilities Fee: The cost is the actual construction cost incurred. If several estate projects benefit from the same facility, they stay in the same category. The cost of fee should be measured according to the allocation of sales area. If they got benefit but in different categories, the cost was measured according to the allocation of the area covered. (8)Utility reserve funds:Utility reserve funds were received by the Group and recorded in Long-term payables. The funds were used to maintainence and renewal of communal facilities (9)Quality Guarantees:Quality Guarantees was put into the account of real estate developing according to the contract amount and also recorded in the accounts payable at the same time. The actual payment incurs after the expiry of guarantee. 73 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 4.12 Long-term equity investments (1) Determination of Investment cost For a business combination involving enterprises under common control, the initial investment cost of the long-term equity investment shall be carrying value of the absorbing party’s share of the shareholder’s of the party being absorbed at the date of combination. For a business combination not involving enterprise under common control, the combination cost including the sum of fair value, at the acquisition date, of the assets given, liabilities incurred or assumed, and equity securities issued by the acquirer. The intermediary expenses incurred by the acquirer in respect of auditing, legal services, valuation and consultancy services etc and other associated administrative expenses attributable to the business combination are recognized in profit or loss when they are incurred. The transaction cost for the equity securities or liability securities issued by the acquirer in the business combination shall be recognized as initial amount of equity security or liability. The equity investments other than the long-term equity through combination shall be initially measured by cost. The cost shall be recognized to the difference in the way of acquisition of long-term equity investment. Theses ways include the cash purchase price the Group actually paid, the fair value of equity security issued by the Group, value specified in the investment contract or agreement, the fair value or carrying value of the asset out in the transaction of non-monetary asset exchanges, and the fair value of the long-term equity investment. Expenses, taxes and other necessary expenditures directly attributable to the acquisition of long-term equity investment are taken into investment cost. (2) Subsequent Measurement Cost method shall be adopted in a long-term equity investment where the investing enterprise does not have common control or significant influence over the investee, the investment is not quoted in an active market and its fair value cannot be measured reliably. Where an investing enterprise can exercise common control or significant influence over the investee, a long-term investment shall be accounted for using the equity method. When an investing enterprise can no longer exercise joint control or common control nor significant influence over the investee, and its fair value cannot be measured reliably, a long-term investment shall be counted as financial asset ready-for trade. A long-term equity investment where cost method is adopted in the Company’s financial statements can exercise controls over the investee. 1) Cost method of accounting for long-term equity investments 74 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Under the cost method, a long-term equity investment is measured at initial investment cost. Except for cash dividends or profits declared but not yet paid that are included in the price or consideration actually paid upon acquisition of the long-term equity investment, investment income is recognized in the period in accordance with the attributable share of cash dividends or profit distributions declared by the investee. 2) Equity method of accounting for long-term equity investments Where the initial investment cost of a long-term equity investment exceeds the investing enterprise’s interest in the fair values of the investee’s identifiable net assets at the time of acquisition, no adjustment shall be made to the initial investment cost. Where the initial investment cost of a long-term equity investment is less than the investing enterprise’s interest in the fair values of investee’s identifiable net assets at the time of acquisition, the difference shall be charged to profit or loss for the current period, and the cost of the long-term equity investment shall adjusted accordingly. Under the equity method, the Group recognizes its share of the net profit or loss of the investee for the period as investment income or loss for the period. The Group recognizes it share of the investee’s net profit or loss based on the fair value of the investee’s individual separately indentible assets, etc at the acquisition date after making appropriate adjustments to confirm with the Group’s accounting policies and accounting period. Unrealized profits or losses resulting from the Group’s transactions with its associates and joint ventures are recognized as investment income or loss to the extent that those attributable to the Group’s equity interest are eliminated. However, unrealized losses resulting from the Group’s transactions with its investees on the transferred assets, in accordance with "Accounting Standards for Enterprises No. 8 - Impairment of Assets", are not eliminated. Changes in owners’ equity of the investee other than net profit or loss are correspondingly adjusted to the carrying amount of the long-term equity investment, and recognized as other compressive income which is included in the capital reserve. When the investee is recognized net losses, reduce the carrying value of long-term equity investments and long-term equity of net investment (in substance) in investee to zero. In addition, the Group has the obligations on additional losses, then the expected obligation as estimated liabilities and included in the current investment losses. Where the net profit from investee units, restoration confirm the amount of revenue sharing after offset the amount of unrecognized loss sharing. For long-term equity investments in associates and joint ventures which had been held by the Group before its first time adoption of Accounting Standards for Business Enterprises, where the initial investment cost of a long-term equity investment exceeds the Group’s interest in the investee’s net 75 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 assets at the time of acquisition, the excess is amortized and is recognized in profit or loss on a straight line basis over the original remaining life. 3) Acquisition of minority interest The difference between newly increased equity investment due to acquisition of minority interests and portion of net asset cumulatively calculated from the acquisition date is adjusted as capital reserve. If the capital reserve is not sufficient to absorb the difference, the excess are adjusted against returned earnings. 4) Disposal of long-term equity investment Where the parent company disposes long-term investment in a subsidiary without a change in control, the difference in the net asset between the amount of disposed long-term investment and the amount of the consideration paid or received is adjusted to the owner’s equity. If the disposal of long-term investment in a subsidiary involves loss of control over the subsidiary, the related accounting policies in Note 4.4 applies. On disposal of a long-term equity investment, the difference between the proceeds actually received and receivable and the carrying amount is recognized in profit or loss for the period. For along-term equity investment accounted for using the equity method, the amount included in the shareholders’ equity attributable to the percentage interest disposed is transferred to profit or loss for the period. For any retained interest, it shall be subsequently measured according to the related accounting policies in regard of long-term equity investments or financial assets as described above if its carrying amount is recognized as long-term equity investments or other related financial assets. Retroactive adjustment is made on the basis of relevant policies if the retained interests are settled from cost method to equity method. (3) Recognition of investee under common control or significant influence Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its operating activities. Common control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. When determining whether an investing enterprise is able to exercise control or significant influence over an investee, the effect of potential voting rights of the investee held be the investing enterprise or other parties that are currently exercisable or convertible shall be considered. 76 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 (4) Impairment testing methods and recognition of impairment provision The company assesses the long-term equity investment at the balance sheet date whether there is any indication of impairment. If any indication exists that an asset may be impaired, the enterprise shall estimate its recoverable value of the asset. If the recoverable value of the asset is less than its carrying amount, a provision for impairment loss of the asset is recognized accordingly. Once an impairment loss is recognized, it shall not be reversed in a subsequent period. 4.13 Investment properties Investment property is property held to earn rental or for capital appreciation or both. It includes a land use right that is leased out, a land use right held for transfer upon capital appreciation, and a building that is leased out. Besides, the Group has buildings empty for operating lease. If there is a written decision from the Board (or similar organization) with clear indication for operating lease and intension that no change shall be made in the near future, the buildings shall be presented as investment properties. An investment property is measured initially at cost. Subsequent expenditures incurred for such investment property are included in the cost of the investment property if it is probable that economic benefits associated with an investment property will flow to the Group and the subsequent expenditures can be measured reliably. Other subsequent expenditures are recognized in profit or loss in the period in which they are incurred. The Group uses the cost method for subsequent measurement of investment property, and adopts a depreciation or amortization policy for the investment property which consistent with that for building or land use rights. Where self-occupied property or inventory converts into investment property, or investment property converts into self-occupied property, the carrying amount before the change shall be accounted as the value after conversion. When an investment property changes into self-occupied property, it should be converted into fixed asset or intangible asset on the date of conversion. When the purpose of a self-occupied property changes into rental earning or capital increase, fixed asset or intangible asset should be converted into an investment property from the date of conversion. Where the cost model is used in the measurement of investment property during the conversion, the carrying amount before the conversion is accounted as the value after conversion. Where the investment property is measured by the fair value after conversion, the fair value at the conversion date is adopted as value after conversion. Where an investment property is disposed or no longer in use permanently and no economic benefits shall be obtained from the disposal, derecognized the investment property. The income from sale, 77 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 transfer or disposal of the investment property is recorded in the profit or loss after deduction of its carrying amount and related tax. 4.14 Fixed assets (1) The conditions of recognition Fixed assets refers to the tangible assets that are held for the sake of producing commodities, rendering labor service, renting or business management and their useful life is in excess of one fiscal year. (2) The method for depreciation Fixed assets are stated at cost and consider the impact of expected costs of abandoning the initial measurement. From the following month of state of intended use, depreciation method of the straight-line method is used for different categories of fixed assets to take depreciation. The recognition of the classification, useful life and estimated residual rate are as follows: Estimated residual value Category Expected useful life Depreciation(%) (%) Building & construction 30 5 3.17 Machines & equipments 7 5 13.57 Vehicles 6 5 15.83 Electronic appliances 5 5 19.00 Expected net residual value of fixed assets is the balance of the Group currently obtained from the disposal of the asset less the estimated costs of disposal amount, assuming the asset is out of useful life and state the expected service life in the end. (3) Measurement and recognition of fixed assets Fixed assets should be estimated the recoverable amount if there is an indication. The recoverable amount is according to the high one of net value of fair value minus the disposal with the present value of the future cash flows. The estimation should be based on individual assets, if it is difficult to estimate the recoverable amount, change into estimating the group of assets it belongs to. Once provision for impairment, it could not be reversed in later accounting period. (4) Others A fixed asset is recognized only when the economic benefits associated with the asset will probably flow to the Company and the cost of the asset can be measured reliably. Subsequent expenditure incurred for a fixed asset that meet the recognition criteria shall be included in the cost of the fixed asset, and the carrying amount of the component of the fixed asset that is replaced shall be derecognized. Otherwise, such expenditure shall be recognized in profit or loss in the period in which they are incurred. 78 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 The revenue from selling or transferring, or disposing a fixed asset is booked into profit and loss after deduction of carrying value and related tax. The Group conducts a review of useful life, expected net realizable value and depreciation methods of the fixed asset at least on an annual base. Any change is regarded as change in accounting estimates. 4.15 Construction in progress Construction in progress is measured at its actual cost. The actual costs include various construction expenditures during the construction perio and other relevant costs. Construction in progress is transferred to a fixed asset when it is ready for intended use. On the balance sheet day, estimation should be made for the impairment of the long-term suspension project that will not be re-started in three years. The impairment estimated is book value minus the recoverable amount. Once provision for impairment, it could not be reversed in later accounting period. 4.16 Borrowing costs Borrowing costs include interest, amortization of discounts or premiums related to borrowings, ancillary costs incurred in connection with the arrangement of borrowings, and exchange differences arising from foreign currency borrowings. The borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized. The amounts of other borrowing costs incurred are recognized as an expense in the period in which they are incurred. Qualifying assets are asset (fixed assets, investment property and inventories, etc.) that necessarily take a substantial period of time for acquisition, construction or production to get ready for their intended use or sale. Where funds are borrowed for a specific-purpose, the amount of interest to be capitalized is the actual interest expense incurred on that borrowing for the period less any bank interest earned from depositing the borrowed funds before being used on the asset or any investment income on the temporary investment of those funds. Where funds are borrowed for a general-purpose, the amount of interest to be capitalized on such borrowings is determined by applying a weighted average interest rate to the weighted average of the excess amounts of accumulated expenditure on the asset over and above the amounts of specific-purpose borrowings During the capitalization period, exchange differences related to a specific-purpose borrowing denominating in foreign currency are all capitalized. Exchange differences in connection with general-purpose borrowings are recognized in profit or loss in the period in which they are incurred. Assets qualified for capitalization are the fixed assets, investment properties or inventories which need a long time of construction or production activities before ready for intended used or sale. 79 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Capitalization of borrowing costs is suspended during periods in which the acquisition, construction or production of a qualifying asset is interrupted by activities other than those necessary to prepare the asset for its intended use or sale, when the interruption is for a continuous period of more than 3 months. Borrowing costs incurred during these periods recognized as an expense for the current period until the acquisition, construction or production is resumed. 4.17 Intangible assets (1) Recognition and calculation of intangible asset The term “intangible asset” refers to the identifiable non-monetary assets without physical shape, possessed or controlled by enterprises. The intangible assets are initially measured by its cost. Expenses related to intangible assets, if the economic benefits related to intangible assets are likely to flow into the enterprise and the cost of intangible assets can be measured reliably, shall be recorded as cost of intangible assets. The expenses other than this shall be booked in the profit or loss when they occur. Land use rights that are purchased by the Group are accounted for as intangible assets. Buildings, such as plants that are developed and constructed by the Group, and relevant land use rights and buildings, are accounted for as intangible assets and fixed assets, respectively. Payments for the land and buildings purchased are allocated between the land use rights and the buildings; if they cannot be reasonably allocated, all of the land use rights and buildings are accounted for as fixed assets. When an intangible asset with a definite useful life is available for use, its original cost less net residual value and any accumulate impairment losses is amortized over its estimated useful life using the straight-line method. An intangible asset with an indefinite useful life is not amortized. For an intangible asset with a definite useful life, the Group reviews the useful life and amortization method at the end of the period, and makes adjustment when necessary.. An additional review is also carried out for useful life of the intangible assets with indefinite useful life. If there is evidence showing the foreseeable limit period of economic benefits generated to the enterprise by the intangible assets, then estimate its useful life and amortize according to the policy of intangible assets with definite useful life. (2) Research and development expenditure The Group classifies the expenditure on an internal research and development project into expenditure on the research phase and expenditure on the development phase. Expenditure on the research phase of an internal research is recognized in profit & loss in the period in which it is incurred. Expenditure during the development phase that meets all of the following conditions at the same time is 80 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 recognized as intangible asset. Expenditure during development phase that does not meet the following conditions is recognized in profit or loss for the period. 1) it is technical feasible to complete the intangible asset so that it will be available for use or sale; 2) the Group has the intention to complete the intangible asset and use or sell it; 3) the Group can demonstrate the ways in which the intangible asset will generate economic benefits including the evidence of the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset; 4) the availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; and 5) the expenditure attributable to the intangible asset during its development phase can be reliably measured. If the expenditures cannot be distinguished between the research phase and development phase, the Group recognizes all of them in profit or loss for the period. (3) Methods of impairment assessment and determining the provision for impairment losses of intangible assets On balance sheet day, make impairment test for the uncertain life of intangible assets. If there is an indication of impairment on balance sheet day for intangible assets with the finite useful life, estimate the recoverable amount. If the amount is lower than the book value, the carrying value of intangible assets will be written down to its recoverable amount. And the cut amount recognized as impairment losses, included in the current profit and loss period. Once provision for impairment, it could not be reversed in later accounting period. 4.18 Long-term deferred assets Long-term deferred assets represent expenses incurred that should be beared and amortized over the current and subsequent period (together of more than one year). Long-term deferred assets are amortized by using straight line method. 4.19 Accrued liabilities Accrued liabilities (or Provisions) are recognized when following obligations related to a contingency are satisfied simultaneously. They are (a) such obligation is the present obligation of the Group, (b)it is probable that an outflow of economic benefits will be required to settle the obligation, and (c) the amount of the obligation can be measured reliably. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account factors pertaining to a contingency such as risks, uncertainties and time value of money. 81 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Where all or some of the expenditure required to settle a provision is expected to be reimbursed by a third party, the reimbursement is recognized as a separate asset only when it is virtually certain that reimbursement will be received, and the amount of reimbursement recognized does not exceed the carrying amount of the provision. (1) Onerous contracts An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The exceeding part over the assets in the contract shall be recognized as a provision when an executor contract becomes an onerous contract and the obligation arising under the onerous contract satisfies the requirements of provisions. (2) Restructuring Obligation The amount of a restructuring provision shall be recognized by the total direct expenditures arising from the restructuring when the enterprise has a detailed, formal plan for the restructuring, and a public announcement of the plan has been made for restructuring and above requirements for the provision mentioned above are satisfied. [For the restructuring obligation carried for the portion of business for sale, the obligation related to the restructuring can only be recognized when the Group has committed for the sales of portion of the business (signing the selling agreement with termination)] 4.20 Revenue (1) Revenue from sales of goods The Group has transferred to the buyer the significant risks and rewards of ownership of the goods; the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; the associated costs incurred or to be incurred can be measured reliably. According to the principles above, the Group established real estate sales revenue is recognized, must satisfied the following four conditions at the same time: A.Real estate is completed, and is completed checking and accepting; B.Signed a contract of sale and make recording in land department C.Installment, if it is deferred for receiving money with financing, the cost should be measured in present value according to the contract price. Mortgage, has been received, and have completed the first phase of the mortgage loan approval procedures; D. Agreed in the contract of sale and transfer the property to buyers. (2) Revenue from rendering service 82 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 When the outcome of a transaction involving the rendering of services can be estimated reliably at the balance sheet date, revenue associated with the transaction is recognized using the percentage of completion method, or otherwise, the revenue is recognized to the extent of costs incurred that are expected to be recoverable. The stage of completion of a transaction for rendering services is determined based on [survey of work performed / services performed to the date of as a percentage of total services to be performed / the proportion that costs incurred to date bear to the estimated total costs of the transaction] The outcome of a transaction involving rendering of services can be estimated reliably when all of the following conditions are satisfied: 1) the amount of revenue can be measured reliably; 2) it is probable that the associated economic benefits will flow to the Group; 3) the stage of completion of the transaction can be measured reliably; 4) the costs incurred and to be incurred for the transaction can be measured reliably. If the outcome of a transaction involving rendering of services cannot be estimated reliably, the revenue is recognized by the cost incurred and estimated compensation, and the actual cost is booked into profit and loss. No revenue is recognized if the cost incurred cannot be recovered. For contract or agreement entered between the Group and other enterprises with sales of goods and rendering services, if part of goods selling and the part of rendering service can be separated and measured individually, they are settled separately. If the part of goods selling and the part of rendering service cannot be separated or they can be separated but cannot be measured individually, the parts in the contract shall be treated as goods of selling. (3) Revenue from construction contracts Where the outcome of a construction contract can be estimated reliably, contract revenue and costs are recognized using the percentage of completion method at the balance sheet date. The stage of completion of a contract is determined using the proportion that actual contract costs incurred to date bears to the estimated total contract costs. The outcome of a construct contract can be measured reliably when the following conditions are met: (1) the total revenue of the contract can be measured reliably; (2) it is probable that the associated economic benefits will flow to the enterprise; (3) the actual cost of the contract incurred can be determined and measured reliably; (4) the stage of completion of the contract and the costs to be incurred associated with the completion of the contract can be measured reliably. Where the outcome of a construction contract cannot be estimated reliably, (1) if contract costs are 83 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 expected to be recoverable, contract revenue is recognized to the extent of contract costs that are expected to be recoverable; and contract costs are recognized as expenses in the period in which they are incurred; (2) if contract costs are not expected to be recoverable, they are recognized as expenses immediately when incurred and contract revenue is not recognized. When the uncertainties that prevented the outcome of the construction contract from being estimated reliably no longer exist, revenue and expenses associated with the construction contract are recognized using the percentage of completion method. If the estimated total contract costs exceed total contract revenue, the expected loss is recognized immediately as an expense for the period. 4.21 Government Grants Government grants are transfer of monetary assets and non-monetary assets from the government to the Group at no consideration, excluding the capital invested by the government as equity owner. Government grant can be classified as grant related to the assets and grants related to the income. If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount received or receivable. If a government grant is in the form of a non-monetary asset, it is measured at fair value. If the fair value cannot be reliably determined, it is measured at a nominal amount. A government grant measured at a nominal amount is recognized immediately in profit or loss for the period. A government grant related to an asset is recognized as deferred income, and evenly amortized to profit or loss over the useful life of the related asset. For a government grant related to income, if the grant is a compensation for related expenses or losses to be incurred in subsequent period, the grant is recognized as deferred income, and recognized in profit or loss over the periods in which the related costs are recognized. If the grant is a compensation for related expenses or losses already incurred, the grant is recognized immediately in profit or loss for the period. For repayment of a government grant already recognized, if there is a related deferred income, the repayment is offset against the carrying amount of the deferred income, and any excess is recognized in profit or loss for the period. If there is no related deferred income, the repayment is recognized immediately in profit or loss for the period. 4.22 Deferred income tax assets and deferred income tax liabilities (1)Income tax of the current period At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, according to the requirements of tax laws. The measurement of deferred tax assets and deferred tax liabilities reflects 84 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 the tax consequences that would follow from the manner in which the Group expects at the balance sheet date, to recover the assets or settle the liabilities. At the balance sheet date, current income tax liabilities or assets for the current and prior periods, are measured at the amount expected to be paid (or recovered) according to the requirements of tax laws. The calculation for income tax expenses in the current period is based on the taxable income according to the related tax laws after adjustment to the accounting profit reporting period. (2) Deferred income tax assets and liabilities For temporary differences between the carrying amount of certain assets or liabilities and their tax base, or between the nil carrying amount of those items that are not recognized as assets or liabilities and their tax base that can be determined according to tax laws, deferred tax assets and liabilities are recognized using the balance sheet liability method. For temporary differences associated with the initial recognition of goodwill and the initial recognition of an asset or liability arising from a transaction (not a business combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of transaction, no deferred tax asset or liability is recognized. For taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, no deferred income tax liability related is recognized except where the Group is able to control the timing of reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. All deferred income tax liabilities arising from taxable temporary differences except the ones mentioned above are recognized. For temporary deductible differences associated with the initial recognition of an asset or liability arising from a transaction (not a business combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of transaction, no deferred tax asset is recognized. For taxable temporary deductible differences associated with investments in subsidiaries and associates, and interests in joint ventures, no deferred income tax asset related is recognized if it is impossible to reversal the temporary difference in the foreseeable future, or it is not probable to obtain taxable income which can be used for the deduction of the temporary difference in the future. Except mentioned above, the Group recognizes other deferred income tax assets that can deduct temporary differences to the extent that it is probable that taxable profits will be available against which the deductible temporary differences can be utilized. For the deductible losses and tax credit that can be carried forward, deferred tax assets for deductible temporary differences are recognized to the extent that it is probable that taxable profits will be 85 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 available against which the deductible temporary differences can be utilized. At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates according to tax laws, that are expected to apply in the period in which the asset is realized or the liability is settled. At the balance sheet date, the Group reviews the carrying amount of deferred tax assets. If it is no longer probable that sufficient taxable profit will be available in future periods to allow the benefits of the deferred tax assets to be used, the Group reduces the carrying amount of deferred tax assets. The amount of such reduction is reversed when it becomes probable that sufficient taxable profit will be available (3) Income Tax Expenses Income tax expenses consist of current income tax and deferred income tax. The expenses from income tax and deferred income tax, as well as the revenue, shall be recorded into profit or loss in current accounting period, except expense for income tax of the current period and deferred income tax that booked into other income or equity and adjusted carrying value of deferred income tax goodwill arose from business combination. (4) Income Tax offset When we have the legal right, and have intended to, to make settlement with net amount, or through the asset acquisition and liability fulfillment simultaneously, the Group shall present the net value from the offset between current income tax asset and current income tax liability in the financial statement. When the Group has the legal right to make a settlement with the current income tax asset and current income tax liability, and the deferred income tax asset and deferred income tax liability are related to the same taxable subject under the same tax payer, or related to different taxable subject, but the intension of net value settlement in regard of the current income tax asset and current income tax liability, the Group shall present net value after the offset of deferred income tax asset and deferred income tax liability. 4.23 Leases A finance lease is a lease that transfers in substance all the risks and rewards incident to ownership of an asset. Title may or may not eventually be transferred. An operating lease is a lease other than a finance lease. (1) The Group as Lessee under Operating Lease Lease payments under an operating lease are recognized by a lessee on a straight-line basis over the lease term, and either included in the cost of the related asset or charged to profit or loss for the current period. The contingent rents shall be recorded in the profit or loss of the period in which they actually arise. 86 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 (2) The Group as Leaser under Operating Lease Lease income from operating leases shall be recognized by the leaser in profit or loss on a straight-line basis over the lease term. Initial direct cost of significance in amount shall be capitalized when incurred. If another basis is more systematic and rational, that basis may be used. Contingent rents are credited to profit or loss in the period in which they actually arise. (3) The Group as Lessee under Financing Lease For an asset that is held under a finance lease, at the lease commencement, the leased asset is recorded at the lower of its fair value at the lease commencement and the present value of the minimum lease payments, and the minimum lease payment is recorded as the carrying amount of the long-term payables; the difference between the recorded amount of the leased asset and the recorded amount of the payable is accounted for as unrecognized finance charge, Initial direct costs incurred by the lessee during the process of negotiating and securing the lease agreement shall be added to the amount recognized for the leased asset. The net amount of minimum lease payment deducted by the unrecognized finance shall be separated into long-term liabilities and long-term liability within one year for presentation. Unrecognized finance charge shall be computed by the effective interest method during the lease term. Contingent rent shall be booked into profit or loss when actually incurred. (4) In the case of the lesser of a financing lease For an asset that is leased out under a finance lease, the aggregate of the minimum lease receipts at the inception of the lease and the initial direct costs is recorded as a finance lease receivable, and unguaranteed residual value is recorded at the same time; the difference between the aggregate of the minimum lease receipt, initial direct costs, and unguaranteed residual value, and the aggregate of their present values, is recognized as unearned finance income, which is amortized using the effective interest rate method over each period during the lease term. Finance lease receivable less unearned finance income shall be separated into long-term liabilities and long-term liability within one year for presentation. Unearned finance income shall be computed by the effective interest method during the lease term. Contingent rent shall be credited into profit or loss in which actually incurred. 4.24 Assets ready-for-sale The Group has made decision on disposal of some non-current assets, and signed irrecoverable transferring agreements with buyers. The transaction is probably to be completed with one year. If so, the non-current asset shall be counted as an asset ready-for-sale, not depreciated or amortized, and shall be measured by the lower of carrying amount and faire value less net value of disposal expenses. 87 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Non-current assets ready-for-sale includes individual asset and disposal group. If disposal group is an asset group, and has allocated goodwill acquired during the combination according to the Accounting Standard for Business Enterprises No. 8 - Impairment, or. the disposal group is an operation in the asset group, the disposal group includes goodwill in the business combination. Where an asset or a disposal group is classified as held-for-trade, but cannot satisfy the condition of non-current asset ready-for-trade, the Group shall derecognize it as held-for-trade, and measure it by the lower of the followings: (1) the carrying amount of the asset or disposal group before it is classified as held-for-trade, the value after the adjustment of depreciation, amortization or impairment recognized under the assumption that it is not classified as held-for-trade; (2) the recoverable value on the date when decided not to trade any more. 4.25 Changes in major accounting policies and accounting estimates (1) Changes of accounting estimates There were no changes of accounting policies that affected the Company during the period. (2)Changes of accounting estimates There were no changes of accounting eatimation that affected the Company during the period. 4.26 Correction of previous accounting errors There was no previous accounting errors correction that affected the Company during the period. 4.27 Other major account policies, accounting estimates and preparation of financial statements Employee Benefits During the accounting period of an employee’ providing services to the Group, the Group recognizes the compensation payable as liabilities. The Group participates in the employees social security system set up by government agencies, including pensions, medical insurance, housing fund and other social security system, and the corresponding expenditures are included in the cost of related assets or the profit or loss. When an enterprise terminates the employment relationship with employees before the end of the employment contracts or provides compensation as an offer to encourage employees to accept voluntary redundancy, a provision shall be recognized for the compensation arising from termination of employment relationship with employees, with a corresponding charge to the profit or loss for the current period. The enterprise cannot unilaterally withdraw from the termination plan or the redundancy offer. The early retirement plan adopts the same principles of termination benefits. Salaries and social insurance (from the date of ceasing services to the date of normal retirement) are paid by the Group, subject to the conditions to be recognized in profit or loss (termination benefits). 88 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 5. Principal Taxes Applied Taxes and their rates Category Taxable basis Tax rate Value added tax (“VAT”) Goods sales income, taxi operating income* 17% & 3% (Proceeds from sales of properties, leasing income, Business tax property management income ), Construction, (5%)、3% installation income Construction tax Turnover tax 7%* Income tax Income tax payable** 25% & 16.5%* Education surcharge(Local Education Turnover tax 5% surcharge) Progressive rates ranging Land appreciation tax Sales revenue of properties from 30%-60% * For Shenzhen City Car Rental Ltd. (one of Subsidiaries of the Group), the original business tax rate is 5%. According to the relevant provisions of the Ministry of Finance, State Administration (Cai Shui [2012] No. 71) for transportation and parts of the modern service industry in Beijing and other provinces and cities to carry out the business tax levy VAT pilot, the value-added tax and the applicable tax rate of 3% has been applied in the Company since November 1, 2012. **The rate of domestic enterprises is 25%, and the rate of HK enterprises is 16.5%. 89 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 6. Business Combination & Consolidated Financial Statements 6.1 Information of subsidiaries (1) Subsidiaries established or acquired through investment Unit: Yuan Actual capital Balance of Reg. captl contribution at other items Reg. (in ten the end of the that in Name of the subsidiary Types Biz nature Biz scope place thousand period(in ten substance Yuan) thousand constitutes net Yuan) investment Shenzhen Petrel Hotel Co. Ltd. Wholly-owned subsidiary shenzhen Services 3,000 Hotel 3,000 -- Property Shenzhen City Property Management Ltd. Wholly-owned subsidiary shenzhen Services 725 725 -- management Fitting-out contracting Shenzhen Zhen Tung Engineering Ltd. Wholly-owned subsidiary shenzhen Services 1,000 1,000 -- and maintenance Construction Shenzhen City We Gen Construction Management Ltd. Wholly-owned subsidiary shenzhen Services 800 project 800 -- management Shenzhen City Car Rental Ltd. Wholly-owned subsidiary shenzhen Services 1,029 Car rental 1,029 -- Develop and Shenzhen Shenfang Car Park Ltd. Wholly-owned subsidiary shenzhen Services 4,250 operate car 4,250 -- park Investment Shenzhen City Shenfang Investment Ltd. Wholly-owned subsidiary shenzhen Investment 1,000 and 1,000 -- management Trading of Commecial Shenzhen City Shenfang Free Trade Trading Ltd. Wholly-owned subsidiary shenzhen 500 Import and 500 -- trade Export 90 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Actual capital Balance of Reg. captl contribution at other items Reg. (in ten the end of the that in Name of the subsidiary Types Biz nature Biz scope place thousand period(in ten substance Yuan) thousand constitutes net Yuan) investment Property Shenzhen City SPG Long Gang Development Ltd. Wholly-owned subsidiary shenzhen Real estate 3,000 3,000 -- development Shenzhen Special Economic Zone Real Estate (Group) Guangzhou Property and Estate Property Wholly-owned subsidiary GuangZhou Real estate 2,000 2,000 -- Co., Ltd. development Operating of Beijing fresh peak property development management limited company Wholly-owned subsidiary BeiJing Real estate US$1,000 7,671 -- Real estate Property Beijing SPG Property Management Limited Wholly-owned subsidiary BeiJing Services 50 50 -- management Elevator sales Shenzhen ShenWu elebator Co.,Ltd Wholly-owned subsidiary shenzhen Services 350 350 -- and service Installation of mechanical Shenzhen Lain Hua Industry and Trading Co. Ltd. Wholly-owned subsidiary shenzhen Services 1,000 and electrical 1,000 -- equipment Investment Investment and Fresh Peak Holding Ltd. Wholly-owned subsidiary HongKong HKD100 and 100.47 3,202 management management Investment Investment Wellam Ltd. Wholly-owned subsidiary HongKong HKD1 1 -- holding holding Property Shantou SEZ Wellam Fty Bldg., Dev. Co. Wholly-owned subsidiary ShanTou Real estate USD1500 9,122.61 -- development Subsidiary of holding Property Great Wall Estate Co., Inc USA Real estate USD50 205.11 10,138 company development Investment and Investment Fresh Peak Enterprise Ltd. Wholly-owned subsidiary HongKong HKD100 50.23 56,498 management and 91 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Actual capital Balance of Reg. captl contribution at other items Reg. (in ten the end of the that in Name of the subsidiary Types Biz nature Biz scope place thousand period(in ten substance Yuan) thousand constitutes net Yuan) investment management Subsidiary of holding Properties Fresh Peak Investment Ltd. HongKong Investment HKD100 100.47 -- company investment Investment Investment and Openice Ltd. Wholly-owned subsidiary HongKong HKD100 and 100.47 -- management management Subsidiary of holding Properties Barenie Co. Ltd. HongKong Investment HKD1 1 -- company investment Investment Keyear Development Ltd. Wholly-owned subsidiary HongKong Investment HKD100 100.47 -- holding Property Guangzhou Huangpu Xizun real estate limited company Wholly-owned subsidiary GuangZhou Real estate HKD3,980 2,845.70 -- development Property Fresh Peak Real Estate Dev. Construction (Wuhan) Co. Ltd.*① Wholly-owned subsidiary WuHan Real estate USD400 2,292 -- development Commecial Commercial Shenzhen Shenfang Department Store Co. Ltd.*② Wholly-owned subsidiary shenzhen 1,000 1,000 -- trade goods supplier Information Shenzhen CyberPort Co., Ltd *③ Wholly-owned subsidiary shenzhen Consultant 2,000 Technology 1,400 -- Advisory Property Shenzhen City SPG Bao An Development Ltd.*④ Wholly-owned subsidiary shenzhen Real estate 2,000 2,000 -- development Construction Integrated Shenzhen Real Estate Consolidated Service Co., Ltd *⑤ Wholly-owned subsidiary shenzhen 1,371 material, 596 -- Services consume goods 92 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Actual capital Balance of Reg. captl contribution at other items Reg. (in ten the end of the that in Name of the subsidiary Types Biz nature Biz scope place thousand period(in ten substance Yuan) thousand constitutes net Yuan) investment Investment in Shenzhen Shen Fang Industrial Development Co., Ltd.*⑥ Wholly-owned subsidiary shenzhen Investment 300 industrial 450 -- projects Construction Shenzhen Tefa Real Estate Consolidated Service Co., Ltd.*⑦ Wholly-owned subsidiary shenzhen Services 221 818 -- and decoration Property Bekaton Property Limited *⑧ Subsidiary of holding company Australia Real estate USD20 Development 91 1,256 Subsidiary of holding Property Canada Great Wall ( vancouver) *⑧ Canada Real estate CAD 0.1 0.45 8,904 company Development Property construction Commecial and trading Paklid Limited *⑧ Wholly-owned subsidiary HongKong HKD50 of 20 1,107 trade construction materials Commecial Construction Shenzhen City Shenfang Construction and Decoration Materials Ltd *⑨ Wholly-owned subsidiary shenzhen 268 268 -- trade materials Subsidiary of holding Integrated Tourism Shenzhen ZhongGang Haiyan Enterprise Ltd.*⑩ shenzhen 1,900 1,294 -- company Services Restaurant Domestic Commecial Shenzhen Xing Dongfang Store Ltd.* 11 Wholly-owned subsidiary shenzhen 2,000 commercial 1,850 -- trade goods supply FengKai in Guangdong Province Fengkai Lian Feng Cement Manufacturing Co., Ltd *12 Subsidiary of holding company Manufacture USD800 Manufacturin 12,126 -- GuangDong 93 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Actual capital Balance of Reg. captl contribution at other items Reg. (in ten the end of the that in Name of the subsidiary Types Biz nature Biz scope place thousand period(in ten substance Yuan) thousand constitutes net Yuan) investment Province g and trading in cement products 94 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 (Continued) Amount of minority interest used to The excess of the minority shareholders’ share of the opening (%)of Voting Consolidated Full name of subsidiary Minority interest absorb profits or losses attributable to balance of owners’ equity of the subsidiary is allocated against Remark share (%) or not minority interests owners’ equity of parent company Shenzhen Petrel Hotel Co. Ltd. 100 100 Yes -- -- -- Shenzhen City Property Management Ltd. 100 100 Yes -- -- -- Shenzhen Zhen Tung Engineering Ltd. 100 100 Yes -- -- -- Shenzhen City We Gen Construction 100 100 Yes -- -- -- Management Ltd. Shenzhen City Car Rental Ltd. 100 100 Yes -- -- -- Shenzhen Shenfang Car Park Ltd. 100 100 Yes -- -- -- Shenzhen City Shenfang Investment Ltd. 100 100 Yes -- -- -- Shenzhen City Shenfang Free Trade 100 100 Yes -- -- -- Trading Ltd. Shenzhen City SPG Long Gang 100 100 Yes -- -- -- Development Ltd. Shenzhen Special Economic Zone Real Estate (Group) Guangzhou Property and 100 100 Yes -- -- -- Estate Co., Ltd. Beijing fresh peak property development 100 100 Yes -- -- -- management limited company Beijing SPG Property Management Limited 100 100 Yes -- -- -- Shenzhen ShenWu elebator Co.,Ltd 100 100 Yes -- -- -- 95 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Amount of minority interest used to The excess of the minority shareholders’ share of the opening (%)of Voting Consolidated Full name of subsidiary Minority interest absorb profits or losses attributable to balance of owners’ equity of the subsidiary is allocated against Remark share (%) or not minority interests owners’ equity of parent company Shenzhen Lain Hua Industry and Trading 100 100 Yes -- -- -- Co. Ltd. Fresh Peak Holding Ltd. 100 100 Yes -- -- -- Wellam Ltd. 100 100 Yes -- -- -- Shantou SEZ Wellam Fty Bldg., Dev. Co. 100 100 Yes -- -- -- Great Wall Estate Co., Inc 70 70 Yes -21,676,670.68 50,787.86 Fresh Peak Holdings Ltd. 100 100 Yes -- -- Fresh Peak Investment Ltd. 55 55 Yes -104,550,311.12 -6,794.55 Openice Ltd. 100 100 Yes -- -- Barenie Co. Ltd. 80 80 Yes -2,037,619.15 -3,687.21 Keyear Development Ltd. 100 100 Yes -- -- -- Guangzhou Huangpu Xizun real estate 100 100 Yes -- -- -- limited company Fresh Peak Real Estate Dev. Construction 55 55 Yes -- - -- (Wuhan) Co. Ltd.*① Shenzhen Shenfang Department Store Co. 100 100 No -- -- -- Ltd.*② Shenzhen CyberPort Co., Ltd *③ 70 70 No -- -- -- Shenzhen City SPG Bao An Development 100 100 No -- -- -- Ltd.*④ Shenzhen Real Estate Consolidated 100 100 No -- -- -- 96 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Amount of minority interest used to The excess of the minority shareholders’ share of the opening (%)of Voting Consolidated Full name of subsidiary Minority interest absorb profits or losses attributable to balance of owners’ equity of the subsidiary is allocated against Remark share (%) or not minority interests owners’ equity of parent company Service Co., Ltd *⑤ Shenzhen Shen Fang Industrial 100 100 No -- -- -- Development Co., Ltd.*⑥ Shenzhen Tefa Real Estate Consolidated 100 100 No -- -- -- Service Co., Ltd.*⑦ Bekaton Property Limited *⑧ 60 60 No -- -- -- Canada Great Wall (Vancouver) *⑧ 75 75 No -- -- -- Paklid Limited *⑧ 100 100 No -- -- -- Shenzhen City Shenfang Construction and 100 100 No -- -- -- Decoration Materials Ltd *⑨ Shenzhen ZhongGang Haiyan Enterprise 68 68 No -- -- -- Ltd.*⑩ Shenzhen Xing Dongfang Store Ltd.* 11 100 100 No -- -- -- Guangdong Province Fengkai Lain Feng 90 90 No -- -- -- Cement Manufacturing Co., Ltd *12 97 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Other notes: *① Fresh Peak Real Estate Dev. Construction (Wuhan) Co. Ltd The Company holds 100% equity of the corporation through the Subsidiary – fresh peak investment limited which the Company held 55% equity. *② Shenzhen Shenfang Department Store Co. Ltd The shareholders meeting held on 29 October 2007 passed the resolution to terminate business, liquidation and formed a group to carry out the liquidation prodecures. The liquidation group issued a notice of liquidation on 7 December 2007. According to the principle of “Enterprise Accounting Standards No.33- the Consolidation Financial Statement”, the Store will not be included in the Company’s consolidated financial statement. The book value of the investment account of the Company is zero. *③ Shenzhen CyberPort Co., Ltd The shareholders meeting held on 12 May 2008 passed the resolution to terminate business, liquidation and formed a group to carry out the liquidation prodecures. The liquidation group issued a notice of liquidation on 5 December 2008. According to the principle of “Enterprise Accounting Standards No.33- the Consolidation Financial Statement”, the corporation will not be included in the Company’s consolidated financial statement. The book value of the investment account of the Company is zero. *④ Shenzhen City SPG Bao An Development Ltd. The shareholders meeting held on 18 September 2009 passed the resolution to terminate business, liquidation and formed a group to carry out the liquidation prodecures. According to the principle of “Enterprise Accounting Standards No.33- the Consolidation Financial Statement”, the Store will not be included in the Company’s consolidated financial statement. *⑤ Shenzhen Real Estate Consolidated Service Co., Ltd. The operating period of this corporation is from 26 January 1983 to 28 August 1999. And this Company has ceased operations for many years. And the corporation had been terminated its licenses by law on 8 Febuary 2002 because of failing to take part in annual inspection. *⑥ Shenzhen Shen Fang Industrial Development Co., Ltd The operating period of this corporation is from 3 October 1993 to 3 October 1998. And this Company has ceased operations for many years. And the corporation had been terminated its licenses by law on 8 Febuary 2002 because of failing to take part in annual inspection. *⑦ Shenzhen Tefa Real Estate Consolidated Service Co., Ltd The operating period of this corporation is from 7 March 1983 to 14 April 1995. And this company has 98 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 ceased operations for many years. And the corporation had been terminated its licenses by law in 2004 because of failing to take part in annual inspection. *⑧ Bekaton Property Limited, Canada Great Wall (Vancouver) and Paklid Limited These 3 subsidiaries were set up overseas in early times. The board of directors passed a resoluction to terminate the corporations’ business. *⑨ Shenzhen City Shenfang Construction and Decoration Materials Ltd The operating period of this corporation is from 1 January 1984 to 6 July 2004. And this company has ceased operations for many years. And the corporation had been terminated its licenses by law on February 8, 2002 because of failing to take part in annual inspection. *⑩Shenzhen ZhongGang Haiyan Enterprise Ltd The operating period of this corporation is from 16 October 1984 to 16 October 2004. And this company has ceased operations for many years. And the corporation had been terminated its licenses by law in 1999 because of failing to take part in annual inspection. *11 Shenzhen Xin Dongfang Store Ltd The operating period of this corporation is from 7 June 1983 to 7 June 1998. And this company has ceased operations for many years. And the corporation had been terminated its licenses by law at 10 January 2001 because of failing to take part in annual inspection. *12 Guangdong Province Fengkai Lian Feng Cement Manufacturing Co., Ltd The total assets (including tangible and intangible assets) of the corporation were auctioned for debt repayment at 22 January 2006. The Company's investment in the company's book value is zero. Except for *②, *③, *④,*12, the above subsidiaries which are not includedin the company’s consolidated financial statement had ceased operations for many years. And the entities of the corporations didn’t exist. And the Company has no control over its subsidiaries’ businesses. According to the principle of “Enterprise Accounting Standards No.33- the Consolidation Financial Statement”, the corporation will not be included in the Company’s consolidated financial statement. The book value of the investment account of the Company is zero. (2)Subsidiaries acquired through business combination under common control There were not subsidiaries acquired through business combination under common control. 99 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 (3)Subsidiaries acquired through business combination not under common control Unit: Yuan Balance of Actual capital other items Reg. captl(in contribution at that in Reg. ten the end of the Name of the subsidiary Types Biz nature Biz scope substance place thousand period(in ten constitutes Yuan) thousand net Yuan) investment Shan Tou Special Economic Zone Wholly-owned Property Real estate Services HKD3000 2,108 -- subsidiary development Real Estate Ltd. (Continued)l The excess of the minority Amount of minority shareholders’ share of the interest used to absorb (%)of Consolidated or Minority opening balance of owners’ Full name of subsidiary Voting (%) profits or losses Remark share not interest equity of the subsidiary is attributable to minority allocated against owners’ interests equity of parent company Shan Tou Special Economic 100 100 Yes -- -- -- Zone Real Estate Ltd. 6.2 Consolidated scope Whether there was change for the consolidated scope during report period. □suitability √unsuitability 6.3Exchange rates for translating major financial statement items of foreign operations Assets and liabilities Items June 30,2013 December 31, 2012 Great Wall Estate Co., Inc USD1 = RMB 6.1797 USD1 = RMB 6.2855 Revenue,expenses and cash flow Items 1-6/2013 1-6/2012 Great Wall Estate Co., Inc USD1 = RMB 6.1797 USD1 = RMB 6.325 7 Notes to the Consolidated Financial Statements 7.1 Monetary funds Unit: Yuan Closing balance Opening balance Foreign Exchange Foreign Exchange Amount in RMB Amount in RMB currency rate currency rate 100 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Closing balance Opening balance Foreign Exchange Foreign Exchange Amount in RMB Amount in RMB currency rate currency rate Cash on hand 380,826.22 336,552.84 RMB 359,144.37 298,819.57 USD 100.00 6.1797 617.97 1,435.33 6.2855 9,021.75 HKD 26,444.89 0.7965 21,063.88 35,406.98 0.8109 28,711.52 Cash in bank 612,668,899.47 488,243,117.58 RMB 606,225,588.12 482,281,853.10 USD 125,090.70 6.1797 773,023.03 116,396.17 6.2855 731,608.14 HKD 7,118,827.30 0.7965 5,670,288.32 6,449,200.07 0.8109 5,229,656.34 Other monetary funds 221,628.00 8,226,234.58 RMB 90,170.28 8,092,202.24 HKD 165,040.08 0.7965 131,457.72 165,288.38 0.8109 134,032.35 Total 613,271,353.69 496,805,905.01 Note: (1) Cash in bank above includes RMB 20,090,170.28 ownership restricted (opening balance: RMB 33,092,202.24).Among which, RMB 20,000,000.00 certificate of deposit was pledged for 3 years’ time loan. (2) Other monetary funds above include RMB 90,170.28 tender bonds margin. (3)Other monetary funds above include HKD 165,040.08, that is RMB 131,457.72 (opening balance: RMB 134,032.35), is deposits of securities accounts opened by the Group in China Investment Securities Co. Ltd., Shenzhen Aiguo Road securities business department. 7.2 Dividends receivables Unit: Yuan Reasons for Closing Whether the Item Opening balance Increase Decrease uncollected balance amount is impaired amounts Aged within 1 year 1,052,192.76 -- -- 1,052,192.76 delay No Total 1,052,192.76 -- -- 1,052,192.76 7.3 Accounts receivables Unit: Yuan 101 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 (1) Accounts receivable by categories Closing balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Accounts receivable of which provision for -- -- -- -- Portfolio Accounts receivable of which provision for bad 39,986,971.33 100.00 18,474,238.78 46.20 debts is of individually insignificant Total 39,986,971.33 100.00 18,474,238.78 46.20 (Continued) Opening balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Accounts receivable of which provision for -- -- -- -- Portfolio Accounts receivable of which provision for bad 42,887,466.13 100.00 18,474,279.11 43.08 debts is of individually insignificant Total 42,887,466.13 100.00 18,474,279.11 43.08 Note to categories of account receivable Accounts receivable of which provision for bad debts is of individually significant √suitability □ unsuitability Portfolio 1 by Aging analysis □suitability √unsuitability Portfolio 2 by percentage □suitability √unsuitability Protfolio 3 by other methods □suitability √unsuitability Provisions of bad debts that is individually insignificant √suitability □ unsuitability Unit: Yuan 102 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Proportion of Content of accounts receivable Carrying amount Amount of bad debt Reasons for the provision provision(%) Receivables of import and export A separate provision is 11,574,556.00 11,574,556.00 100.00 agency business established according to the House pay to be collected 12,798,373.13 6,301,854.02 49.24 recoverability of each receivales with long aging Engineering construction funds and 15,614,042.20 597,828.76 3.83 and little retrievability. others Total 39,986,971.33 18,474,238.78 46.20 -- (2)There were no any account reciviables which had been accured fully or large proporation provision transferred back in this accounting year. (3)There were no any significant account reciviables which had been written off in this accounting year. (4) No amount due from shareholders who hold 5% or more of the voting rights of the Company is included in the above balance of accounts receivable. (5) Top 5 entities with the largest balances of accounts receivable Unit: Yuan Relationship with the Proportion of the amount to Name of entity Amount Age Group the total AR (%) Corporate unit No.1 Un-related party 2,502,792.69 Within 1 year 6.26 Corporate unit No.2 Un-related party 2,024,731.37 Within 1 year 5.06 Corporate unit No.3 Un-related party 1,809,832.84 Over 3 year 4.53 Individual No.1 Un-related party 1,630,000.00 Within 1 year 4.08 Individual No.2 Un-related party 1,200,000.00 Over 3 year 3.00 Total -- 9,167,356.90 -- 22.93 (5) Receivables due from related parties Unit: Yuan Name of entity Relationship with the Group Amount Proportion of the amount to the total AR (%) Shenzhen Fresh Peak Property Association 1,095,272.50 2.74 Consultant Co.,Ltd Total -- 1,095,272.50 2.74 7.4 Other receivables 103 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 (1) Other receivables by categories Unit: Yuan Closing balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Other receivables of which provision for bad 162,375,032.28 68.90 148,822,643.82 91.65 debts is of individually significant Othere receivable of which provision for Portfolio Other receivables of which provision for bad 73,308,029.58 31.10 29,235,718.84 39.88 debts is of individually insignificant Total 235,683,061.86 100.00 178,058,362.66 75.55 (Continued) Opening balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Other receivables of which provision for bad 162,502,551.42 69.07 148,947,821.36 91.66 debts is of individually significant Othere receivable of which provision for Portfolio Other receivables of which provision for bad 72,762,279.99 30.93 29,422,675.04 40.44 debts is of individually insignificant Total 235,264,831.41 100.00 178,370,496.40 75.82 Note to categories of other receivable Other receivable of which provision for bad debts is of individually significant √suitability □ unsuitability Unit: Yuan Proportion of bad Content of accounts receivable Carrying amount Amount of bad debt Reasons for the provision debt (%) Other receivables between subsidiares that are not included in 128,427,915.56 128,424,887.48 99.998 the consolidated statement 104 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Others 33,947,116.72 20,397,756.34 60.09 Total 162,375,032.28 148,822,643.82 91.65 Portfolio 1 by Aging analysis □suitability √unsuitability Portfolio 2 by percentage □suitability √unsuitability Protfolio 3 by other methods □suitability √unsuitability Provisions of bad debts that is individually insignificant √suitability □ unsuitability Unit: Yuan Amount of bad Content of other receivables Carrying amount Proportion of provision Reasons for the provision debt (%) Other receivables between A separate provision is subsidiares that are not established according to the 1,307,032.74 1,116,316.04 85.41 included in the consolidated recoverability of each receivales statement with long aging and little Others 72,000,996.84 28,119,402.80 39.05 retrievability Total 73,308,029.58 29,235,718.84 39.88 (2)There were no any account reciviables which had been accured fully or large proporation provision transferred back during the current period. (3)There were no any other material receivables written off during the current period. (4)There were no any other receivables due from shareholders at least 5% of the Group’s shares with voting power during the current period. (5)Top 5 entities with the largest balances of other receivables Unit: Yuan Relationship with the Proportion of the amount to the Name of entity Amount Age Group total OR (%) Canada Great Wall( Vancouver) Subsidiary 89,035,748.07 Above 3 years 37.78 Co.,Ltd * Paklid Limited * Subsidiary 18,505,696.20 Above 3 years 7.85 105 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Bekaton property Limited * Subsidiary 12,559,290.58 Above 3years 5.33 Guangdong province Huizhou Joint venture 10,465,168.81 Above 3 years 4.44 Luofu Hill Mineral Water Co.,Ltd Corporate unit No.1 Un- related party 9,600,000.00 Above 3 years 4.07 Total 140,165,903.66 59.47 (6) Receivables due from related parties Unit: Yuan Relationship with the Proportion of the amount to Name of entity Amount Group the total OR (%) Guangdong Province Huizhou Luofu Hill Mineral Water Joint venture 10,465,168.81 4.44 Co.,Ltd Shenzhen Runhua Automobile Trading Co.,Ltd Association 3,072,764.42 1.30 Canada GreatWall(Vancouver)Co.,Ltd Subsidiary 89,035,748.07 37.78 Bekaton Property Limited Subsidiary 12,559,290.58 5.33 Paklid Limited Subsidiary 18,505,696.20 7.85 Shenzhen Shenfang Department Store Co. Ltd. Subsidiary 237,648.82 0.10 Shenzhen Real Estate Consolidated Service Co., Ltd. Subsidiary 1,086,487.22 0.46 Shenzhen City Shenfang Construction and Decoration Subsidiary 8,327,180.71 3.53 Materials Ltd. Shenzhen RongHua JiDian Co.,Ltd Association 475,223.46 0.20 Xi’an Fresh Peak property management& Trading Co.,Ltd Joint venture 8,419,205.19 3.57 Total 152,184,413.48 64.56 7.5 Prepayments (1) Aging analysis Unit: Yuan Closing balance Opening balance Aging Amount (%) Amount (%) Within 1 year 80,033,059.74 96.90 38,665,226.47 97.44 1-2 years 1,958,120.00 2.37 38,762.35 0.1 2-3 years 598,420.00 0.72 971,011.25 2.45 106 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Over 3 years 550.00 0.01 2,550.00 0.01 Total 82,590,149.74 100.00 39,677,550.07 100.00 (2) Top 5 entities with the largest balances of prepayments Unit: Yuan Relationship with the Name of entities Amount Timing Reasons for unsettlement Group The un-settled prepayment of Project 1 Un-related party 42,526,383.19 Within 1 year engineering materials The un-settled prepayment of Project 2 Un-related party 12,078,643.49 Within 1 year engineering materials The un-settled prepayment of Project 3 Un-related party 5,000,000.00 Within 1 year engineering materials The un-settled prepayment of selling Corporate unit No.1 Un-related party 4,002,017.94 Within 1 year expenses The un-settled prepayment of Project 5 Un-related party 3,550,247.41 Within 1 year engineering materials Total 67,157,292.03 (3) No prepayments to shareholders at least 5% of the Group’s shares with voting power during the current period. (4) Prepayments in the balance sheet had RMB 82,590,149.74 as the closing balance at June 30, 2013, 108.15% of increase than the opening of the year. The reason for such increase is: the un-settled prepayment of engineering project from the subsidiary company- Shenzhen Zhen Tung Engineering Ltd.; and the un-settled prepayment of selling expenses for Chuanqishan Project. 7.7 Inventory (1) Categories of inventory Unit: Yuan Closing balance Item Provision for decline in value of Carrying amount Net carrying amount inventories Raw materials 462,127.16 -- 462,127.16 Finished products 606,699.56 278,891.91 327,807.65 Real estate developing products 2,584,246,487.31 47,584,499.31 2,536,661,988.00 107 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Real estate developed products 163,585,183.76 -- 163,585,183.76 Low-value consumable products 409,084.92 -- 409,084.92 Construction in progress 70,838,836.71 -- 70,838,836.71 Total 2,820,148,419.42 47,863,391.22 2,772,285,028.20 (Continued) Opening balance Item Provision for decline in value of Carrying amount Net carrying amount inventories Raw materials 474,030.36 -- 474,030.36 Finished products 652,903.78 278,891.91 374,011.87 Real estate developing products 2,260,222,646.19 47,584,499.31 2,212,638,146.88 Real estate developed products 187,895,424.67 -- 187,895,424.67 Low-value consumable products 41,821.30 -- 41,821.30 Construction in progress 30,331,029.46 -- 30,331,029.46 Total 2,479,617,855.76 47,863,391.22 2,431,754,464.54 (2) Provision for movement in value of inventories Unit: Yuan Decrease Item Opening balance Increase Closing balance Reversals Write-off Finished products 278,891.91 -- -- -- 278,891.91 Real estate developing products 47,584,499.31 -- -- -- 47,584,499.31 Total 47,863,391.22 -- -- -- 47,863,391.22 Note: the net carrying amount inventories in the balance sheet had RMB 2,772,285,028.20 as the closing balance at June 30, 2013, 14.00% of increase than the opening of the year. The reason for such increase is increased input of Project Shenfang chuanqishan, Project Shenfang Shanglin Garden and Shantou Yuejingdongfang. (3)Real estate developed products Finished time Opening balance Additions Redutions Closing balance Jinye Island Multi-tier villa 1997 36,129,768.09 2,804,000.00 -- 38,933,768.09 Jinye Island villa No.6 2007 2,961,996.22 -- -- 2,961,996.22 108 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Finished time Opening balance Additions Redutions Closing balance Jinye Island villa No.9 2009 10,239,320.90 -- 2,054,243.16 8,185,077.74 Jinye Island villa No.10 2010 84,815,289.51 -- 21,401,145.18 63,414,144.33 Jinye Island villa No.11 2008 22,545,126.68 -- 3,658,852.57 18,886,274.11 HuangPuXinChun No.1 1994 121,283.88 -- -- 121,283.88 HuangPuXinChun No.2 2007 269,946.14 -- -- 269,946.14 HuaFeng Building 2000 1,631,743.64 -- -- 1,631,743.64 XingHu Garden Multi-tier 2003 156,848.69 -- -- 156,848.69 BeiJing Fresh Peak Buliding 671,820.67 -- -- 671,820.67 Wenjin warehouse 1-5 floor 13,507,895.61 -- -- 13,507,895.61 Real Estate building 11,025,444.77 -- -- 11,025,444.77 Wenjing Garden 3,818,939.87 -- -- 3,818,939.87 Total 187,895,424.67 2,804,000.00 27,114,240.91 163,585,183.76 The reason for such increase in the period is repurchase of some Real estate developed products. (4)Real estate developing products Starting Finished Estimated total Opening balance Closing balance time time investment DongHuDiJing Building* 130,350,182.51 130,652,182.51 ShanTou Yuejing Dongfang 2008 2014 150,000,000.00 78,795,485.51 99,189,821.27 Shengfang Shanglin Garden 2007 2014 1,400,000,000.00 346,095,674.23 451,141,211.91 ShanTou Fresh Peak Building 22,812,403.36 23,059,289.56 Shenfang Chuanqishan East Zone 2011 2013 1,600,000,000.00 1,075,701,021.51 1,191,627,595.28 Shenfang Chuanqishan West Zone 2012 2013 1,100,000,000.00 606,467,879.07 688,576,386.78 Total 2,260,222,646.19 2,584,246,487.31 Capitalized borrowing cost at year end is RMB 162,900,927.61. 109 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 7.7 Other current assets Unit: Yuan Item Closing balance Opening balance Value added tax 2,843,297.67 5,686,855.14 Business tax 16,014,369.37 1,680,349.06 City construction surcharge 1,161,129.84 324,324.07 Education surcharge 462,901.69 28,718.20 Local education surcharge 264,070.29 19,227.31 Embankment Protection Fee 106,609.63 40,987.00 Increment tax on land value 77,774.08 -- Business income tax 4,974,353.44 -- Total 25,904,506.01 7,780,460.78 Note: other current assets had RMB 25,904,506.01 as the closing balance at June 30, 2013, 232.94%of increase than the opening balance of the year. The reason for such increase is that the taxation for pre-sale payments and receipts for projects was paid during the current period. 110 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 7.8 Investments in joint ventures and associates Unit: Yuan Proportion of Proportion of voting Total assets at Total liabilities at Total net assets Total operating income Net profit for the Name of investee ownership interest power in the investee the end of year the end of year at the end of year for the current period current period (%) (%) 1) Joint ventures Guangdong province Huizhou Luofu Hill mineral water Co.,Ltd*① Fengkai Xinhua Hotel*② Jiangmen Xinjian Real Estate Co. Ltd.*③ Xi’an Fresh Peak Building Co. Ltd.*③ DongYi Property Co.,Ltd.*③ 2) Associates Shenzhen Ronghua JiDian Co.,ltd 25 25 Shenzhen Fresh Peak Property Consultant Co.,Ltd 20 20 Shenzhen Runhua Automobile Trading Co.,Ltd① 50 50 Shenzhen Dongfang New world Store Co.,Ltd② 50 50 111 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 1) Joint ventures ①Guangdong province Huizhou Luofu Hill mineral water Co., Ltd The operting period of the company was form June 5, 1991 to June 4, 2001. And the company had ceased operations because of operating loss for many years. And the Company had been terminated its licenses by law at July 6, 2001 because it failed to pass the annual inspection. Besides, the corporation stopped preparing the financial statement. As of the end of the year, the book value of the investment account of the Company is zero. According to the joint venture agreement, the Company didn’t have the obligation to bear the additional loss. ②Fengkai Xinghua Hotel The FengKai XingHua Hotel was announced bankruptcy by the Guangdong Province Zhaoqing City second-middle intermdediate Peoples’ court with the document (2002) ZHFJPZ No.2. And the corporation had finished the bankruptcy procedure. As of the end of the year, the book value of the investment account of the Company is zero. According to the joint venture agreement, the Company didn’t have the obligation to bear the additional loss. ③Jiangmen Xinjian Real Estate Co. Ltd., Xian Fresh Peak Building Co. Ltd, DongYi Property Co., Ltd The above corporations were the joint ventures set up with the local partners for the properties developing projects. Consider the projects had been stopped, and the joint ventures had closed operating actvities for many years with no prepation of financial statements. The company has already accrued the corresponding provision for the investment of these joint ventures. 2) Associates *① Shenzhen Runhua Automobile Trading Co., Ltd The operating period of this corporation was form Feb 24, 1992 to Feb 24, 1997, and it had ceased operations because of operating loss for many years. Besides, it had been terminated its licenses by law because it failed to pass the annual inspection and no financial statement was prepred afterwards. As the end of the year, the book value of the investment account of the vompany is zero. According to the assosicate agreement, the company didn’t have the obligation to bear the additional loss. *② Shenzhen Dongfang New world store Co., Ltd The operating period of this corporation was from June 7, 1993 to June 7, 1998, and the company had ceased operations because of operating loss for many years. And the company had been terminated its licenses by law at Jan 10, 2001 because it failed to pass the annual inspection. Besides, the company stopped making the financial statement. At Dec 31, 2010, the book value of the investment account of the company is zero. According to the assosicate agreement, the company didn’t have the obligation to bear the additional loss. 7.9 Long-term equity investments 112 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Details of long-term equity investments Unit: Yuan Changes [Increase Name of investee Accounting method Investment cost Opening balance Closing balance /decrease] Shenzhen Ronghua JiDian Co.,ltd Equity method 1,250,000.00 1,403,848.97 -- 1,403,848.97 Shenzhen Runhua Automobile Trading Co.,Ltd*① Equity method 1,445,425.56 1,445,425.56 -- 1,445,425.56 Guangdong province Huizhou Luofu Hill mineral water Co.,Ltd*② Equity method 9,969,206.09 9,969,206.09 -- 9,969,206.09 Fengkai Xinhua Hotel*③ Equity method 9,455,465.38 9,455,465.38 -- 9,455,465.38 Jiangmen Xinjian Real Estate Co. Ltd.*④ Equity method 9,037,070.89 9,037,070.89 -- 9,037,070.89 Xi’an Fresh Peak Building Co. Ltd Equity method 32,840,729.61 32,840,729.61 -- 32,840,729.61 DongYi Property Co.,Ltd Equity method 30,376,084.89 30,376,084.89 -- 30,376,084.89 Shenzhen Shen Fang Industrial Development Co., Ltd Cost method 4,500,000.00 4,500,000.00 -- 4,500,000.00 Shenzhen ZhongGang Haiyan Enterprise Ltd Cost method 12,940,900.00 12,940,900.00 -- 12,940,900.00 Shenzhen Real Estate Consolidated Service Co., Ltd. Cost method 5,958,305.26 5,958,305.26 -- 5,958,305.26 Paklid Limited Cost method 201,100.00 201,100.00 -- 201,100.00 Bekaton Property Limited Cost method 906,630.00 906,630.00 -- 906,630.00 Shenzhen Tefa Real Estate Consolidated Service Co., Ltd Cost method 8,180,003.63 8,180,003.63 -- 8,180,003.63 Shenzhen Xin Dongfang Store Ltd Cost method 18,500,000.00 18,500,000.00 -- 18,500,000.00 Shenzhen City Shenfang Construction and Decoration Materials Ltd. Cost method 2,680,000.00 2,680,000.00 -- 2,680,000.00 Shenzhen Shenfang Department Store Co. Ltd. Cost method 10,000,000.00 10,000,000.00 -- 10,000,000.00 Shenzhen CyberPort Co., Ltd Cost method 14,000,000.00 7,613,507.96 -- 7,613,507.96 113 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Changes [Increase Name of investee Accounting method Investment cost Opening balance Closing balance /decrease] YunNan KunPeng Flight service Co.,Ltd Cost method 5,464,240.74 5,464,240.74 -- 5,464,240.74 ShenZhen ShenFang BaoAn developmentCo.,Ltd Cost method 20,000,000.00 20,379,525.68 -- 20,379,525.68 Shantou Fresh Peak Building Cost method 68,731,560.43 58,547,652.25 -- 58,547,652.25 Guangdong Province Fengkai Lain Feng Cement Manufacturing Co., Ltd. Cost method 121,265,000.00 56,228,381.64 -- 56,228,381.64 Shantou Small&medium Enterprises Finacing Guarantee Co. Ltd. Cost method 12,000,000.00 12,000,000.00 -- 12,000,000.00 Total 399,701,722.48 318,628,078.55 -- 318,628,078.55 (Continued) Proportion of Proportion of voting Explanation of the Provision for Provision for Cash dividend for Name of investee ownership interest power in the investee inconsistency between these impairment losses for impairment losses the period held (%) (%) two proportions the period Shenzhen Ronghua JiDian Co.,ltd 25 25 1,076,954.64 -- -- Shenzhen Runhua Automobile Trading Co.,Ltd 50 50 1,445,425.56 -- -- Guangdong province Huizhou Luofu Hill mineral water Co.,Ltd 9,969,206.09 -- -- Fengkai Xinhua Hotel 9,455,465.38 -- -- Jiangmen Xinjian Real Estate Co. Ltd. 912,537.16 -- -- Xian Fresh Peak Building Co. Ltd 20,673,831.77 -- -- DongYi Property Co.,Ltd 21,225,715.87 -- -- Shenzhen Shen Fang Industrial Development Co., Ltd 100 100 4,500,000.00 -- -- Shenzhen ZhongGang Haiyan Enterprise Ltd 68 68 12,940,900.00 -- -- 114 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Proportion of Proportion of voting Explanation of the Provision for Provision for Cash dividend for Name of investee ownership interest power in the investee inconsistency between these impairment losses for impairment losses the period held (%) (%) two proportions the period Shenzhen Real Estate Consolidated Service Co., Ltd. 100 100 5,958,305.26 -- -- Paklid Limited 100 100 201,100.00 -- -- Bekaton Property Limited 100 100 906,630.00 -- -- Shenzhen Tefa Real Estate Consolidated Service Co., Ltd 100 100 8,180,003.63 -- -- Shenzhen Xin Dongfang Store Ltd 100 100 18,500,000.00 -- -- Shenzhen City Shenfang Construction and Decoration Materials Ltd. 100 100 2,680,000.00 -- -- Shenzhen Shenfang Department Store Co. Ltd. 100 100 10,000,000.00 -- -- Shenzhen CyberPort Co., Ltd 70 70 -- -- -- YunNan KunPeng Flight service Co.,Ltd* 25 25 -- -- -- ShenZhen ShenFang BaoAn developmentCo.,Ltd 100 100 -- -- Shantou Fresh Peak Building 100 100 58,547,652.25 -- -- Guangdong Province Fengkai Lain Feng Cement Manufacturing Co., Ltd. 90 90 56,228,381.64 -- -- Shantou Small&medium Enterprises Finacing Guarantee Co. Ltd. 10 10 -- -- Total -- -- 243,402,109.25 -- -- Note: the proportion of ownership interest in YunNan KunPeng Flight service Co., Ltd held by the Group is 25%. Because the Group neither have control nor have significant influence over the investee, the equity investment is accounted for using the cost method. ①Guangdong province Huizhou Luofu Hill mineral water Co., Ltd 115 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 The operting period of the company was form June 5, 1991 to June 4, 2001. And the company had ceased operations because of operating loss for many years. And the Company had been terminated its licenses by law at July 6, 2001 because it failed to pass the annual inspection. Besides, the corporation stopped preparing the financial statement. As of the end of the year, the book value of the investment account of the Company is zero. According to the joint venture agreement, the Company didn’t have the obligation to bear the additional loss. ②Fengkai Xinghua Hotel The FengKai XingHua Hotel was announced bankruptcy by the Guangdong Province Zhaoqing City second-middle intermdediate Peoples’ court with the document (2002) ZHFJPZ No.2. And the corporation had finished the bankruptcy procedure. As of the end of the year, the book value of the investment account of the Company is zero. According to the joint venture agreement, the Company didn’t have the obligation to bear the additional loss. ③Jiangmen Xinjian Real Estate Co. Ltd., Xian Fresh Peak Building Co. Ltd, DongYi Property Co., Ltd The above corporations were the joint ventures set up with the local partners for the properties developing projects. Consider the projects had been stopped, and the joint ventures had closed operating actvities for many years with no prepation of financial statements. The company has already accrued the corresponding provision for the investment of these joint ventures. 116 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 7.10 Investment properties Investment properties measured at cost Unit: Yuan Item Opening balance Increase Decrease Closing balance I. Total original carrying amount 845,909,375.80 -- 1,781,820.37 844,127,555.43 Including: Buildings 748,891,106.42 -- -- 748,891,106.42 Land use rights 97,018,269.38 -- 1,781,820.37 95,236,449.01 II. Total accumulated depreciation 264,779,967.15 9,886,933.98 -- 274,666,901.13 and amortization Including: Buildings 264,779,967.15 9,886,933.98 -- 274,666,901.13 Land use rights -- -- -- -- III. Total net book value 581,129,408.65 -9,886,933.98 1,781,820.37 569,460,654.30 Including: Buildings 484,111,139.27 -9,886,933.98 474,224,205.29 Land use rights 97,018,269.38 1,781,820.37 95,236,449.01 IV. Total provision for impairment 93,755,965.22 -- 1,462,423.11 92,293,542.11 Including: Buildings 14,128,544.62 -- -- 14,128,544.62 Land use rights 79,627,420.60 -- 1,462,423.11 78,164,997.49 V. Total carrying amounts 487,373,443.43 -9,886,933.98 319,397.26 477,167,112.19 Including: Buildings 469,982,594.65 -9,886,933.98 -- 460,095,660.67 Land use rights 17,390,848.78 -- 319,397.26 17,071,451.52 Amount for the current period Depreciation 9,886,933.98. 7.11 Fixed assets Details of fixed assets Unit: Yuan Item Opening balance Increase Decrease Closing balance I. Total original cost 141,652,164.76 1,565,675.17 5,085,105.59 138,132,734.34 Including: building& construction 107,162,510.48 1,199,034.00 4,930,755.59 103,430,788.89 Vehicles 18,869,315.60 -- 117,000.00 18,752,315.60 117 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Item Opening balance Increase Decrease Closing balance Electronic & other equipments 15,620,338.68 366,641.17 37,350.00 15,949,629.85 Opening balance Additions Accrual Decrease Closing balance II. Total accumulated 78,447,356.10 -- 3,227,230.25 3,746,684.40 77,927,901.95 depreciation Including: Building & construction 54,959,841.74 -- 1,683,545.74 3,601,846.38 53,041,541.10 Vehicles 13,151,303.89 -- 885,525.52 109,355.52 13,927,473.89 Electronic & other equipments 10,336,210.47 -- 658,158.99 35,482.50 10,958,886.96 Opening balance Closing balance III.Total net book value 63,204,808.66 60,204,832.39 Including: building& construction 52,202,668.74 50,389,247.79 Vehicles 5,718,011.71 4,824,841.71 Electronic & other equipments 5,284,128.21 4,990,742.89 IV. Total impairment provision -- -- -- -- Including: building& construction -- -- -- -- Vehicles -- -- -- -- Electronic & other equipments -- -- -- -- V.Total carrying amount 63,204,808.66 60,204,832.39 Including: building& construction 52,202,668.74 50,389,247.79 Vehicles 5,718,011.71 4,824,841.71 Electronic & other equipments 5,284,128.21 4,990,742.89 Note: (1) The depreciation for the current year is RMB 3,227,230.25. There were no original amount of construction in progress was transferred to fixed assets during the period. Amount of RMB 1,199,034.00 was transferred to fixed assets from other non-current assets. 7.12 Intangible assets Details of Intangible assets Unit: Yuan Item Opening balance Increase Decrease Closing balance I. Carrying amount 7,180,000.00 1,380,000.00 -- 8,560,000.00 Software 812,000.00 1,380,000.00 -- 2,192,000.00 118 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Item Opening balance Increase Decrease Closing balance Taxi license 6,368,000.00 -- -- 6,368,000.00 II. Total accumulated amortization 1,313,893.25 261,189.98 -- 1,575,083.23 Software 421,133.25 177,399.98 -- 598,533.23 Taxi license 892,760.00 83,790.00 -- 976,550.00 III. Total book value 5,866,106.75 1,118,810.02 6,984,916.77 Software 390,866.75 1,593,466.77 Taxi license 5,475,240.00 5,391,450.00 IV. Total provision for impairment -- -- -- -- Software -- -- -- -- Taxi license -- -- -- -- V. Total net carrying amount 5,866,106.75 1,118,810.02 6,984,916.77 Software 390,866.75 1,593,466.77 Taxi license 5,475,240.00 5,391,450.00 Note: The amortization for the current period is RMB 261,189.98. 7.13 Long-term deferred assets Unit: Yuan Reason for other Item Opening balance Increase Amortization Other reductions Closing balance reductions Renovation costs 427,321.35 385,927.03 101,179.74 -- 712,068.64 Total 427,321.35 385,927.03 101,179.74 -- 712,068.64 -- Long-term deferred assets in the balance sheet had RMB 712,068.64 as the closing balance at June 30, 2013, 66.64% of increase than the opening of the year. The reason for such increase is the increased renovation costs of dormitory. 7.14 Deferred tax assets and liabilities (1) Deferred tax assets and deferred tax liabilities are disclosed individually Recognized deferred tax assets Unit: Yuan Item Closing balance Opening balance Deferred tax assets: Provision for impairment losses of assets 11,896,124.83 11,896,124.83 119 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Deductible loss 6,916,174.53 6,916,174.53 Dismission welfare 816,350.26 816,350.26 Advertising expense 253,000.00 253,000.00 Total 19,881,649.62 19,881,649.62 Details of unrecognized deferred tax assets Unit: Yuan Item Closing balance Opening balance Deductible temporary differences 133,570,435.48 133,570,435.48 Deductible losses 17,168,115.83 17,168,115.83 Total 150,738,551.31 150,738,551.31 Deductible losses, for which no deferred tax assets are recognized, will expire in the following years Unit: Yuan Year Closing balance Opening balance Remarks 2013 28,540,572.21 28,540,572.21 2014 36,309,943.43 36,309,943.43 2015 2,662,914.18 2,662,914.18 2016 1,008,640.93 1,008,640.93 2017 150,392.58 150,392.58 Total 68,672,463.33 68,672,463.33 (2) The net amount of deferred tax assets offset against deferred tax liability is disclosed Unit: Yuan Closing balance (deferred tax Closing balance (Deductible Opening balance (deferred Opening balance (Deductible Items assets offset against offset against taxable tax assets offset against offset against taxable deferred tax liability) temporary differences) deferred tax liability) temporary differences) Deferred tax assets 19,881,649.62 79,526,598.48 19,881,649.62 79,526,598.48 7.15 Details of provision for impairment of assets Unit: Yuan Decrease Item Opening balance Increase Closing balance Reversals Write-off 1. Bad debt provision 196,844,775.51 -- 312,174.07 -- 196,532,601.44 120 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Decrease Item Opening balance Increase Closing balance Reversals Write-off 2.Provision for decline in value of 47,863,391.22 -- -- -- 47,863,391.22 inventories 3. Provision for impairment of 243,402,109.25 -- -- -- 243,402,109.25 long-term investments 4.Provision for impairment of 93,755,965.22 -- 1,462,423.11 -- 92,293,542.11 investment properties Total 581,866,241.20 -- 1,774,597.18 -- 580,091,644.02 Note: the variation of impairment provision of assets is due to the fluctation of rate used in translation of foreign currencies. 7.16 Other non-current assets Unit: Yuan Item Closing balance Opening balance Software fees -- 1,214,400.00 Fitment fees -- 1,037,034.00 Others -- 162,000.00 Car park transformation 735,190.76 -- Total 735,190.76 2,413,434.00 During the current period, prepaid software fees were transferred to intangible assets and fitment fees was transferred to fixed assets. 7.17 Short-term loans Unit: Yuan Item Closing balance Opening balance Loan on credit 16,000,000.00 26,000,000.00 Entrusted loan -- 70,000,000.00 Total 16,000,000.00 96,000,000.00 Note: Short-term loans had RMB 16,000,000.00 as the closing balance at June 30, 2013, 83.33% of decrease than the opening of the year. The reason for such decrease is that the entrusted loan was repaid during the current period. 121 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 7.18 Accounts payable (1) Details of accounts payable Unit: Yuan Item Closing balance Opening balance Within one year 3,677,784.82 6,552,137.26 Over one year 50,983,035.01 66,108,696.34 Total 54,660,819.83 72,660,833.60 (2)There were no any accounts payable to shareholders holding at least 5% of the Group’s shares with voting power or to related parties in the reporting period. (3) Significant accounts payable aged more than one year is for the unsettled project at the end of the period. 7.19 Advances from customers (1) Details of advances from customers Unit: Yuan Item Closing balance Opening balance Within one year 1,078,243,981.12 384,299,219.83 Over one year 56,410,646.82 22,894,978.97 Total 1,134,654,627.94 407,194,198.80 (2) There were no any advances from customers to shareholders holding at least 5% of the Group’s shares with voting power or to related parties in the reporting period. (3) Significant advances from customers aged more than one year is the import and export agency business payment and advance payment from housing buyers, as such receipts have not been transferred to income at the end of the year. Advance from customers had RMB 1,134,654,627.94 as the closing balance at June 30, 2013, 178.65% of increase than the opening of the year. The reason for such increase is advance payment from housing buyers during the current period. (4) Details of advances from customers Item Closing balance Opening balance Jinye Island villa No.6 6,500,000.00 5,500,000.00 Completed Jinye Island villa No.9 20,080,000.00 25,180,000.00 Completed 122 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Jinye Island villa No.10 28,342,366.00 28,744,765.00 Completed Jinye Island villa No.11 8,221,847.00 8,489,464.00 Completed Shenfang Chuanqishan 929,095,957.00 280,179,233.00 2013 Total 992,240,170.00 348,093,462.00 7.20 Employee benefits payable Unit: Yuan Item Opening balance Increase Decrease Closing balance I. Salary, bonus, 29,557,777.44 37,281,273.49 47,586,198.12 19,252,852.81 allowances and subsidies II. Staff welfare -- 2,225,654.70 2,181,482.93 44,171.77 III. Social security 2,363,692.35 5,713,416.24 5,691,455.87 2,385,652.72 contributions Including: 1. Medical insurance 1,104,655.50 1,522,870.38 1,511,645.14 1,115,880.74 premium 2. Pension insurance 1,257,988.54 3,730,668.07 3,723,743.94 1,264,912.67 premium 3.Unemployment insurance 136.54 220,635.62 218,425.70 2,346.46 premium 4.Employement injury 612.66 102,503.64 101,530.24 1,586.06 insurance 5.Maternity insurance 299.11 136,738.53 136,110.85 926.79 IV. Housing fund 10,064.55 2,492,473.84 2,279,146.01 223,392.38 V. Termination benefits 3,265,401.05 185,368.50 185,368.50 3,265,401.05 VI. Others 1,478,092.79 3,126,582.60 3,497,594.46 1,107,080.93 Total 36,675,028.18 51,024,769.37 61,421,245.89 26,278,551.66 Note:①The overdue employee benefits payable is RMB 0. ②Union running costs and employee education costs are RMB 845,059.79, non-monetary benefits are RMB 0, and compensations to employees for termination of employment relationship are RMB 185,368.50. ③ Employee benefits payable had RMB 26,278,551.66 as the closing balance at June 30, 2013, 28.35% of decrease than the opening of the year. The reason for such increase is that accrued wages and bonuses last year were paid during the current period. 123 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 7. 21 Taxes payable Unit: Yuan Item Closing balance Opening balance Corporate income tax 516,920.81 12,295,090.93 Individual income tax 385,702.61 387,577.98 Property tax 1,728,786.02 1,723,069.64 Land appreciation tax 4,340,245.77 5,552,414.59 Total 6,971,655.21 19,958,153.14 Taxes payable had RMB 6,971,655.21 as the closing balance at June 30, 2013, 65.07% of decrease than the opening of the year. The reason for such decrease is final settlement of business income tax of 2012. 7.22 Interest payable Unit: Yuan Item Closing balance Opening balance Interest of long-term loans with interest payable by -- 1,726,472.23 installments and principle payable on maturity Interest payable on short-term loans 200,000.00 134,166.67 Others 16,535,277.94 16,535,277.94 Total 16,735,277.94 18,395,916.84 Note: the balance of other interests payable is due to Shenzhen Investment Holdings Co.,Ltd. 7.23 Other payables (1) Details of other payables Unit: Yuan Item Closing balance Opening balance Land appreciation tax accrued 107,957,556.13 118,306,623.12 Payable to related parties 98,325,761.01 98,325,761.01 Cash pledge 38,800,594.32 41,157,683.11 Others 142,532,566.80 136,951,659.05 Total 387,616,478.26 394,741,726.29 (2) Other payables to shareholders holding at least 5% of the Group’s shares with voting power or to 124 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 related parties in the reporting period. Name Closing balance Opening balance Shenzhen Investment Holding Co.,Ltd 63,848,819.24 63,848,819.24 Total 63,848,819.24 63,848,819.24 (3) Description of significant other payables aged more than one year The Group made provision for LAT, according to Guo Shui Fa [2006] No. 187 "LAT liquidation management issues of real estate development enterprises made by the State Administration of Taxation on ". As at June 30, 2013, the closing balance is RMB 107,957,556.13, among which the amount of aged more than one year is RMB 86,969,139.04. 7.24 Non-current liabilities due within one year (1) Details of non-current liabilities due within one year Unit: Yuan Item Closing balance Opening balance Long-term loans due within one year (Note 7.26) 314,463,421.86 299,261,270.80 Total 314,463,421.86 299,261,270.80 (2) Long-term loan due within one year Details of Long-term loan due within one year Unit: Yuan Item Closing balance Opening balance Loan with mortgage 314,463,421.86 299,261,270.80 Total 314,463,421.86 299,261,270.80 There is no extension loan from long-term loans due within one year overdue.。 Top 5 long-term loans due within one year Unit: Yuan Lender Inception date of loans Maturity date Currency Closing balance Opening balance Shenzhen Rural Commercial Bank 2010.11.26 2013.11.26 RMB 94,000,000.00 97,000,000.00 Shenzhen Rural Commercial Bank 2010.8.23 2013.8.23 RMB 83,000,000.00 86,000,000.00 Huashang Bank (Shenzhen Branch) 2012.12.6 2013.12.6 RMB 50,000,000.00 50,000,000.00 Huaxia Bank (Buji Branch) 2012.9.29 2013.12.29 RMB 40,000,000.00 25,000,000.00 Huaxia Bank (Buji Branch) 2012.10.24 2013.12.24 RMB 30,000,000.00 25,000,000.00 Tolal 297,000,000.00 283,000,000.00 125 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Note: Amounts repaid after the balance sheet date are RMB 11,527,060. The rates of above borrowing depend on the benchmark interest rate of the People's Bank of China for the same period and have a certain proportion floating of the benchmark interest rate. 7.26 Long-term loans (1) Long-term loans categories Unit: Yuan Item Closing balance Opening balance Loan with mortgage 725,267,638.70 849,636,078.25 Total 725,267,638.70 849,636,078.25 (2)Top 5 significant long-term loans Unit: Yuan Closing balance Opening balance Lending party Inception date Maturity date Currency Foreign Foreign Domestic currency Domestic currency currency currency Huashang Bank (Shenzhen 2012.12.6 2015.12.6 RMB 125,000,000.00 150,000,000.00 Branch) China Construction Bank 2012.8.28 2015.9.27 RMB 100,000,000.00 100,000,000.00 (Shenzhen Branch) China Construction Bank 2012.11.21 2015.11.20 RMB 100,000,000.00 100,000,000.00 (Shenzhen Branch) Huaxia Bank (Buji Branch) 2010.10.24 2017.10.24 RMB 70,000,000.00 75,000,000.00 Huaxia Bank (Buji Branch) 2012.9.29 2017.9.29 RMB 50,000,000.00 75,000,000.00 Total 445,000,000.00 500,000,000.00 The rates of above borrowing depend on the benchmark interest rate of the People's Bank of China for the same period and have a certain proportion of the benchmark interest rate. 7.26 Long-term payables Details of long-term payables Unit: Yuan Item Closing balance Opening balance Maintenance fund 10,536,381.50 11,136,124.62 Total 10,536,381.50 11,136,124.62 126 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 7.27 Share capital Unit: Yuan Opening balance Changes for the period Closing balance Item Amount New issue of Bonus Capitalization of Other Subtotal Amount share issue surplus reserve Total shares 1,011,660,000.00 -- -- -- -- -- 1,011,660,000.00 7.28 Capital reserve Unit: Yuan Item Opening balance Increase Decrease Closing balance Capital premium 557,433,036.93 -- -- 557,433,036.93 Other capital reserve 420,811,821.17 -- -- 420,811,821.17 Total 978,244,858.10 -- -- 978,244,858.10 7.29 Surplus reserve Unit: Yuan Item Opening balance Increase Decrease Closing balance Statutory surplus reserve 4,974,391.15 -- -- 4,974,391.15 Total 4,974,391.15 -- -- 4,974,391.15 7.30 Undistributed profit Unit: Yuan Amount for the current Proportion of Item period appropriation Before adjustment: Undistributed profits at the end of prior year -369,154,405.36 -- After adjustment: Undistributed profits at beginning of year -369,154,405.36 -- Add: Net profit attributable to owners of the Company for the period 13,050,340.37 -- Undistributed profits at the end of period -356,104,064.99 -- Ajustment of undistributed profits at beginning of year (1) "Enterprise Accounting Standards" and its related new regulations on retroactive adjustment had no effected on the beginning undistributed profits. (2) Changes in accounting policies had no effect on the beginning undistributed profits. (3) Significant accounting errors correct had no effect on the beginning undistributed profits. (4) Changes of the scope of consolidation under the same control had no effect on the beginning 127 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 undistributed profits. (5) Other adjustment had no effect on the beginning undistributed profits. 7.31 Operating income and costs (1) Operating income and operating costs Unit: Yuan Item Amount for the current period Amount for the prior period Operating income 320,687,860.60 447,364,203.07 Operating costs 246,707,002.82 310,482,609.12 (2) Principal operating activities (classified by industries) Unit: Yuan Amount for the current period Amount for the prior period Name of industry Operating income Operating costs Operating income Operating costs Real estate 66,359,365.82 27,114,240.91 171,290,731.00 76,250,647.97 Construction 164,394,128.55 155,763,939.80 182,734,297.82 171,454,717.81 Leasing 29,939,505.23 11,765,821.32 30,141,506.10 11,819,302.94 Property management 46,661,107.77 42,319,068.55 51,453,638.87 41,628,088.89 The hotel and other 13,333,753.23 9,743,932.24 11,744,029.28 9,329,851.51 services Total 320,687,860.60 246,707,002.82 447,364,203.07 310,482,609.12 (3) Principal operating activities (classified by product) Unit: Yuan Amount for the current period Amount for the prior period Name of industry Operating income Operating costs Operating income Operating costs Real estate 66,359,365.82 27,114,240.91 171,290,731.00 76,250,647.97 Others 254,328,494.78 219,592,761.91 276,073,472.07 234,231,961.15 Total 320,687,860.60 246,707,002.82 447,364,203.07 310,482,609.12 (4) Principal operating activities (classified by geographical areas) Unit: Yuan Amount for the current period Amount for the prior period Name of geographical area Operating income Operating costs Operating income Operating costs GuangDong Province 320,379,472.95 246,707,002.82 447,055,009.59 310,482,609.12 128 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Amount for the current period Amount for the prior period Name of geographical area Operating income Operating costs Operating income Operating costs Overseas: 308,387.65 -- 309,193.48 -- Total 320,687,860.60 246,707,002.82 447,364,203.07 310,482,609.12 (5) Operating income from the Company’s top 5 customers Unit: Yuan Amount for the current period Proportion to total operating income of the Total operating income Company (%) Corporation NO. 1 10,989,249.56 3.43 Corporation NO. 2 10,530,000.00 3.28 Corporation NO. 3 7,606,940.49 2.37 Corporation NO. 4 6,827,564.00 2.13 Natural person 5,100,000.00 1.59 Total 41,053,754.05 12.80 Note: Operating income had RMB 320,687,860.60 during the period in 2013, 28.32% of decrease than the same period in the prior year. The reason for such decrease is that although Chuanqishan Project has been started to be sold, but revenue has not yet been recognized for the current period. 7.32 Business taxes and surcharges Unit: Yuan Item Amount for the current period Amount for the prior period Business tax 13,310,744.75 19,267,667.09 City construction and maintenance tax 925,609.78 1,312,811.96 Education surcharges 453,875.58 650,125.85 Property tax 3,147,535.56 3,147,535.56 Land appreciation tax 6,267,826.96 19,413,284.32 Local education surcharges 177,156.38 242,372.61 Embankment Protection Fee 252,406.89 682,286.32 Total 24,535,155.90 44,716,083.71 Note: business taxes and surcharges had RMB 24,535,155.90 during the period in 2013, 45.13% of decrease than the same period in the prior year. The reason for such decrease is that operating income 129 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 decreased. 7.33 Selling expenses Unit: Yuan Item Amount for the current period Amount for the prior period Employee benefits 1,225,569.17 949,054.46 Advertising expenses 3,094,555.50 3,883,759.00 Entertainment expenses 370,904.00 124,874.00 Others 2,188,517.23 1,298,688.77 Total 6,879,545.90 6,256,376.23 7.34 Administrative expenses Unit: Yuan Item Amount for the current period Amount for the prior period Employee benefits 13,865,948.06 13,557,140.20 Taxes 1,142,696.64 1,623,728.00 Depreciation 2,361,519.58 2,447,915.96 Entertainment expenses 1,856,649.72 2,329,855.17 Intermediary fee 752,717.03 1,476,459.97 Travel expense 341,890.10 565,415.03 Administrative expenses 621,405.88 1,173,571.49 Repair charge 561,242.55 670,216.00 Water and electricity charges 567,906.60 446,096.70 Other amortization 336,449.97 279,116.97 Others 5,074,516.16 4,693,907.69 Total 27,482,942.29 29,263,423.18 7.35 Financial expenses Unit: Yuan Item Amount for the current period Amount for the prior period Interest expenses 39,833,608.89 32,899,322.07 Less: Interest income -1,811,234.33 -1,152,479.46 Less: capitalized interest expenses -39,031,075.56 -28,247,669.94 130 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Exchange differences 304,319.17 -209,478.42 Others 129,353.84 130,161.76 Total -575,027.99 3,419,856.01 7.36 Investment income Details of investment income Unit: Yuan Item Amount for the current period Amount for the prior period Others -- 50,000.00 Total -- 50,000.00 7.37 Non-operating income Details of non-operating income Unit: Yuan Amount for the Amount for the prior Amount included in non-recurring profit or Item current period period loss for the period Total gains on disposal of non-current assets 3,454,738.58 23,868.70 3,454,738.58 Including: Gains on disposal of fixed assets 3,454,738.58 -- 3,454,738.58 Gains on penalty -- 30,331.00 -- Others 70,702.01 8,762.14 70,702.01 Total 3,525,440.59 62,961.84 3,525,440.59 Note: the increase of non-operating income is that the Company disposed of the Cheuk Nang Center Building located in No.9 Hillwood Road, Kowloon, Hong Kong, which belonged to the Company’s wholly-owned subsidiary --- Fresh Peak Holdings Ltd. 7.38 Non-operating expenses Unit: Yuan Amount included in Amount for the prior Item Amount for the current period non-recurring profit or loss period for the period Total losses on disposal of non-current assets 6,511.98 9,175.80 6,511.98 Including: Losses on disposal of fixed assets 6,511.98 6,511.98 Donations to third parties 45,000.00 10,000.00 45,000.00 Penalty expense 5,210.00 8,215.00 5,210.00 131 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Amount included in Amount for the prior Item Amount for the current period non-recurring profit or loss period for the period Compensation 34,562.34 -- 34,562.34 Others 4,480.00 21,167.47 4,480.00 Total 95,764.32 48,558.27 95,764.32 7.39 Income tax expenses Unit: Yuan Item Amount for the current period Amount for the prior period Current tax expense calculated according to tax laws and relevant 6,019,760.27 13,182,343.19 requirements Total 6,019,760.27 13,182,343.19 7.40 Basic earnings per share and diluted earnings per share The basic earning per share is calculated by having the current net profit attributable to the share of the Group divided by weighted average of the ordinary shares. The number of new ordinary shares issued is, according to the specific terms in the contract, is calculated from the date of consideration receivable (normally the issuing date). The numerator of diluted earning per share is determined by the net profit in the current period attributable to the ordinary shares of the Group after adjustment of following factors: 1) the interest of dilutive potential ordinary shares recognized as expense of the current period; 2)the income or expense during the conversion of dilutive potential ordinary shares; and 3)the income tax effect of above adjustment related. The denominator of diluted earning per share is the sum of followings: 1) weighted average of ordinary shares issued by the parent company in the basic earning per share; and 2) weighted average number of ordinary shares that would have been issued assuming the conversion of dilutive potential ordinary shares into ordinary shares. When calculating the number of ordinary shares that would have been issued assuming the conversion of dilutive potential ordinary shares into ordinary shares, the dilutive potential ordinary shares issued in the prior period is assumed as conversion in the beginning of this year, while the dilutive potential ordinary shares issued in the current year is assumed as conversion at the issuing date. 7.41 Other comprehensive income 132 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Unit: Yuan Amount for the current Amount for the prior Item period period Translation differences of financial statements denominated in foreign currencies 1,787,893.36 -76,219.59 Total 1,787,893.36 -76,219.59 Note: the reason of the increase of other comprehenseive income is that exchange rate fluctuated. 7.42 Notes to items in the cash flow statements (1) Other cash receipts relating to operating activities Unit: Yuan Item Amount for the current period Interest income 8,576,175.84 Mortgage and deposits 5,116,719.35 Correspondent payment 8,514,474.45 Maintenance fund 2,199,028.51 Porperty license fee and survey fee 1,718,432.97 Others 40,128,220.05 Total 66,253,051.17 Other cash receipts relating to operating activities had RMB 66,253,051.17 during the current period in 2013, 88.33% of increase than the prior period in 2012. The reasons for such increase are the increased short-term deposit and withdraw of security deposit of morgatge. (2) Other cash receipts relating to operating activities Unit: Yuan Item Amount for the current period Cash paid to general and administrative expenses 10,737,655.92 Cash paid to operating expenses 5,533,666.88 Mortgage and guarantee 6,945,918.37 Porperty license fee and survey fee 1,747,123.80 Other correspondent receivable 17,926,547.58 Others 28,899,610.77 Total 71,790,523.32 (3)Other cash receipts relating to investing activities Unit: Yuan 133 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Item Amount for the current period Certificate of deposit pledged 5,000,000.00 Total 5,000,000.00 7.43 Supplementary information to the cash flow statement (1) Supplementary information to the cash flow statement Unit: Yuan Item Amount for the current period Amount for the prior period I.Reconciliation of net profit to cash flows from operating activities: Net profit 13,068,157.78 40,107,915.20 Add: Provision for impairment loss of assets -- -- Depreciation of fixed assets, bio-assets, and natural gas 13,114,164.23 13,308,286.90 Amortization of intangible assets 261,189.98 164,989.98 Amortization of long-term deferred expenses 101,179.74 101,977.02 Losses on disposal of fixed assets, intangible assets and other long-term assets(deduct: gains) 3,454,738.58 -23,868.70 Losses on scrapping of fixed assets (deduct: gains) 4,644.48 Loss of fair value variation (deduct: gains) -- -- Financial expenses (deduct: gains) 931,887.17 11,022,629.56 Losses from investments (deduct: gains) -- -50,000.00 Decrease in inventories (deduct: increase) -340,530,563.66 -91,763,829.19 Decrease in operating receivables (deduct: increase) -40,324,329.07 -43,657,674.94 Increase in operating payables (deduct: decrease) 699,366,671.78 -45,524,297.86 Others -- -- Net cash flows from operating activities 349,447,741.01 -116,313,872.03 II. Investing and financing activities that do not affect cash receipt and payment -- -- III. Net increase in cash and cash equivalents: Cash at the end of the period 593,181,183.41 212,039,323.67 Less: cash at the beginning of the period 463,713,702.77 324,967,185.86 Net increase in cash and cash equivalents 129,467,480.64 -112,927,862.19 (2)Information of cash and cash equivalents Unit: Yuan 134 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Item Amount for the current period Amount for the prior period I. Cash 593,181,183.41 463,713,702.77 Including: Cash on hand 380,826.22 336,552.84 Bank deposits available for payment at any times 592,668,899.47 463,243,117.58 Other monetary funds available for payment at any times 131,457.72 134,032.35 II. Closing balance of cash and cash equivalents 593,181,183.41 463,713,702.77 Note: the reason for Increase in operating payables is collection of sales from housing buyers. 8. Related party relationships and transactions 8.1 Parent of the Company Related party Place of Name of the parent Type of the entity Legal representative Business Nature relationship incorporation Shenzhen Investment Guangdong Investment, Real estate State-owned Shareholding Co. Parent of the Group province Fan Mingchun development, Enterprises Ltd Shenzhen Guarantee (Continued) Proportion of the Proportion of the Company’s Ultimate controlling Registered Company’s voting Name of the parent ownership interest held by party of the Organization code capital power held by the the parent (%) Company parent (%) Shenzhen Investment State-owned assets Shareholding Co. RMB 5.60 billion 63.55 63.55 management 76756642-1 Ltd commitee Shenzhen Investment Shareholding Co. Ltd’ operating scope: Guarantees for Municipal State-owned enterprises; stated-owned shares management; assets restructurings of controlled enterprises as well as its capital operation; investment; other businesses authorized by city SAC. Address: Investing Building, Shennan Road, Futian district, Shenzhen Postcode: 518029. 8.2 Subsidiaries of the Company 135 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Reg. captl (in Reg. Legal (%)of Voting Organization Name of the subsidiary Types Biz scope ten thousands place representative share (%) code yuan). Shenzhen Petrel Hotel Co. Ltd. Wholly-owned subsidiary shenzhen Yang Jiayong Hotel 3,000 100 100 618858316 Property Shenzhen City Property Management Ltd. Wholly-owned subsidiary shenzhen Chen Jiafa 725 100 100 192176034 management Fitting-out contracting Shenzhen Zhen Tung Engineering Ltd. Wholly-owned subsidiary shenzhen Ye Haibo 1,000 100 100 618861371 and maintenance Construction Shenzhen City We Gen Construction Management Ltd. Wholly-owned subsidiary shenzhen Yang Huajian project 800 100 100 192294487 management Shenzhen City Car Rental Ltd. Wholly-owned subsidiary shenzhen Yang Jiayong Car rental 1,029 100 100 279277356 Develop and Shenzhen Shenfang Car Park Ltd. Wholly-owned subsidiary shenzhen Wang Xiaolv 4,250 100 100 618893285 operate car park Investment Chen Shenzhen City Shenfang Investment Ltd. Wholly-owned subsidiary shenzhen and 1,000 100 100 279381305 Maozheng management Trading of Shenzhen City Shenfang Free Trade Trading Ltd. Wholly-owned subsidiary shenzhen Yang Jiayong Import and 500 100 100 192269708 Export Property Shenzhen City SPG Long Gang Development Ltd. Wholly-owned subsidiary shenzhen Liu Xiaodong 3,000 100 100 279522091 development Shenzhen Special Economic Zone Real Estate (Group) Guangzhou Property Huang Property Wholly-owned subsidiary GuangZhou 2,000 100 100 190521252 and Estate Co., Ltd. Changyue development Operating of Beijing fresh peak property development management limited company Wholly-owned subsidiary BeiJing Liang Song US$1,000 100 100 600013366 Real estate Property Beijing SPG Property Management Limited Wholly-owned subsidiary BeiJing Xu Dingjun 50 100 100 633652922 management Shenzhen ShenWu elebator Co.,Ltd Wholly-owned subsidiary shenzhen Zhou Xiaobing Elevator sales 350 100 100 665889991 136 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Reg. captl (in Reg. Legal (%)of Voting Organization Name of the subsidiary Types Biz scope ten thousands place representative share (%) code yuan). and service Installation of mechanical Shenzhen Lain Hua Industry and Trading Co. Ltd. Wholly-owned subsidiary shenzhen Yang Jiayong 1,000 100 100 192184309 and electrical equipment Investment Fresh Peak Holding Ltd. Wholly-owned subsidiary HongKong Yang Jiayong and HKD100 100 100 management Investment Wellam Ltd. Wholly-owned subsidiary HongKong Yang Jiayong HKD1 100 100 holding Property Shantou SEZ Wellam Fty Bldg., Dev. Co. Wholly-owned subsidiary ShanTou Nie Liming USD1500 100 100 617534045 development Property Shan Tou Special Economic Zone Real Estate Ltd. Wholly-owned subsidiary ShanTou Yang Kaiwei development HKD300 100 100 617537537 Chen Mao Property Great Wall Estate Co., Inc Subsidiary of holding company USA USD50 70 70 development zheng Investment Chen Mao Fresh Peak Holdings Ltd. Wholly-owned subsidiary HongKong and HKD100 100 100 zheng management Properties Fresh Peak Investment Ltd. Subsidiary of holding company HongKong Yang Jiayong HKD100 55 55 investment Investment Chen Mao Openice Ltd. Wholly-owned subsidiary HongKong and HKD100 100 100 zheng management Chen Mao Properties Barenie Co. Ltd. Subsidiary of holding company HongKong HKD1 80 80 investment zheng 137 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Reg. captl (in Reg. Legal (%)of Voting Organization Name of the subsidiary Types Biz scope ten thousands place representative share (%) code yuan). Chen Mao Investment Keyear Development Ltd. Wholly-owned subsidiary HongKong HKD100 100 100 holding zheng Property Guangzhou Huangpu Xizun real estate limited company Wholly-owned subsidiary GuangZhou Luo Zichao development HKD3980 100 100 618436826 Shen Yueshen Property Fresh Peak Real Estate Dev. Construction (Wuhan) Co. Ltd.*① Wholly-owned subsidiary WuHan USD400 55 55 616415810 g development Commercial Shenzhen Shenfang Department Store Co. Ltd.*② Wholly-owned subsidiary shenzhen Yang Zhikai goods supplier 1,000 100 100 708410080 Information Shenzhen CyberPort Co., Ltd *③ Wholly-owned subsidiary shenzhen Yang Jiayong Technology 2,000 70 70 723003141 Advisory Property Shenzhen City SPG Bao An Development Ltd.*④ Wholly-owned subsidiary shenzhen Song Gongli development 2,000 100 100 192185179 Construction Shenzhen Real Estate Consolidated Service Co., Ltd *⑤ Wholly-owned subsidiary shenzhen Wu Chaoliang material, 1,371 100 100 consume goods Investment in Shenzhen Shen Fang Industrial Development Co., Ltd.*⑥ Wholly-owned subsidiary shenzhen Lin Mingxian industrial 300 100 100 projects Construction Shenzhen Tefa Real Estate Consolidated Service Co., Ltd.*⑦ Wholly-owned subsidiary shenzhen Wang Jupei and decoration 221 100 100 Property Bekaton Property Limited *⑧ Subsidiary of holding company Australia USD20 60 60 Development Property Canada Great Wall ( vancouver) *⑧ Subsidiary of holding company Canada JOD 0.1 75 75 Development 138 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Reg. captl (in Reg. Legal (%)of Voting Organization Name of the subsidiary Types Biz scope ten thousands place representative share (%) code yuan). Property construction Chen Mao Paklid Limited *⑧ Wholly-owned subsidiary HongKong and trading of HKD50 100 100 zheng construction materials Construction Shenzhen City Shenfang Construction and Decoration Materials Ltd *⑨ Wholly-owned subsidiary shenzhen Zhang Lemin 268 100 100 192183509 materials Tourism Shenzhen ZhongGang Haiyan Enterprise Ltd.*⑩ Subsidiary of holding company shenzhen Luo Jinxing 1,900 68 68 618813265 Restaurant Domestic Shenzhen Xing Dongfang Store Ltd.* 11 Wholly-owned subsidiary shenzhen Pei Naidian commercial 2,000 100 100 goods supply Manufacturin FengKai in g and trading Guangdong Province Fengkai Lain Feng Cement Manufacturing Co., Ltd *12 Subsidiary of holding company GuangDong Chen Jincai USD800 90 90 617845521 Province in cement products 139 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 8.3 Associates and joint ventures of the entity Reg. captl(in Relationship with Organization Reg. Legal ten (%)of the Group code Name of investee Types Biz scope Voting (%) place representative thousands share yuan) (1)Joint ventures Guangdong province Huizhou Luofu Hill Cooperative 602 Guangdong Boluo YangHuaiYu Water and other products mineral water Co.,Ltd Enterprises Cooperative Guangdong Feng Fengkai Xinhua Hotel Tourism, Restaurant Enterprises kai Cooperative Guangdong USD660 Jiangmen Xinjian Real Estate Co. Ltd. LuoJinXXing Property developing and sales Enterprises Jiangmen Cooperative Developing and operating Xi’an trade HK3000 Xi’an Fresh Peak Building Co. Ltd. Xi’an LiangWeiGuo Enterprises building Private HKD100 DongYi Property Co.,Ltd. Hong kong Property development and sales Enterprises (2)Associates Limited liability Zheng Elevator, air-condition, Shenzhen Ronghua JiDian Co.,ltd Shenzhen 500 25 25 19219691-6 company Zhongqing water-electricty fixing and sales Shenzhen Fresh Peak Property Consultant Limited liability Zhong Xinfa Shenzhen Property sales and rental 300 20 20 19221684-1 Co.,Ltd company Limited liability Li Xuemin Shenzhen Runhua Automobile Trading Co.,Ltd Shenzhen Domestic car sales( not includen little 500 50 50 19220483-2 company 140 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 car), motor Limited liability Peng Naidian Shenzhen Dongfang New world Store Co.,Ltd Shenzhen Domestic trade/material supply 3,000 50 50 19222948-2 company 141 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 8.4 Other related parties of the Company Relationship between other related Name of other related party Organization code parties and the Company Shenzhen Jian'an Group Co., Ltd. The same controlling shareholders 19219737X Shenzhen Environmental Engineering Science Tech The same controlling shareholders 668538441 Center Co., Ltd. Shenzhen General Institute of Architectural Design The same controlling shareholders 192244260 and Research CO.,LTD Shenzhen Institute of Building Research Co., Ltd. The same controlling shareholders 665899831 Shenzhen Water Planning & Design Institute The same controlling shareholders 672999996 Shenzhen Small & Medium Enterprises Credit The same controlling shareholders 670019325 Financing Guarantee Group CO.LTD 142 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Notes to the Financial Statements for the six months ended 30 June 2013(unaudited) (English translation is for reference only) : Renminbi Yuan 8.5 Related party transactions (1) Contracting with related parties Type of assets under Reception date of Expiration date of Basis of pricing of Contracting income recognized in the Name of main contract issuing party Name of contractor contracting contracting contracting contracting income current year The Group Shenzhen Jian'an Group Co., Ltd. Construction 2012-2-1 2013-6-15 Biding 91,900,000.00 (2)Guarantees with related parties Expiration date of Whether execution of guarantee has Guarantor Guaranteed party Guaranteed amount Inception date of guarantee guarantee been completed The Group Shenzhen ShenFang Group LongGang Development Co.,Ltd 88,400,000.00 2012.3.31 2015.3.31 No Note: The Company provide credit guarantee for the payment guarantee of its subsidiary-- Shenzhen ShenFang Group LongGang Development Co.,Ltd (3)Borrowings/loans with related parties Unit: Yuan Related party Amount of borrowing / loan Inception date Maturity date Remarks Borrowed from: Shenzhen Institute of Building Research Co., Ltd. 70,000,000.00 2012.7.26 2013.7.26 Repayment ahead of time 143 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 8.6 Amounts due from / to related parties Amounts due from related party Unit: Yuan Closing balance Opening balance Item Name of related parties Bad debt Carrying Carrying amount Bad debt provision provision amount Accounts receivable Shenzhen Fresh Peak property consultant 1,095,272.50 -- 1,112,375.80 -- Co.,Ltd Total 1,095,272.50 -- 1,112,375.80 -- Other receivables Guangdong Province Huizhou Luofu Hill 10,465,168.81 10,465,168.81 10,465,168.81 10,465,168.81 Mineral Water Co.,Ltd Shenzhen Runhua Automobile Trading Co.,Ltd 3,072,764.42 3,072,764.42 3,072,764.42 3,072,764.42 Canada GreatWall(vancouver)Co.,Ltd 89,035,748.07 89,035,748.07 89,035,748.07 89,035,748.07 Bekaton Property Limited 12,559,290.58 12,559,290.58 12,559,290.58 12,559,290.58 Paklid Limited 18,505,696.20 18,502,668.12 18,631,565.47 18,628,734.59 Shenzhen Shenfang Department Store Co. 237,648.82 189,179.82 237,648.82 189,179.82 Ltd. Shenzhen Real Estate Consolidated Service 1,086,487.22 927,136.22 1,086,487.22 927,136.22 Co., Ltd. Shenzhen City Shenfang Construction and 8,327,180.71 8,327,180.71 8,327,180.71 8,327,180.71 Decoration Materials Ltd. Shenzhen RongHua JiDian Co.,Ltd 475,223.46 -- 475,223.46 -- Xi’an Fresh Peak property management& 8,419,205.19 -- 8,419,205.19 -- Trading Co.,Ltd Total 152,184,413.48 143,079,136.75 152,310,282.75 143,205,203.22 Amounts due to related party Unit: Yuan Item Name of related parties Closing balance Opening balance Other payables: 144 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Shenzhen Tefa Real Estate Consolidated Service Co., Ltd. 598,012.16 598,012.16 Shenzhen Shen Fang Industrial Development Co., Ltd 1,534,854.91 1,534,854.91 Shenzhen ZhongGang Haiyan Enterprise Ltd. 135,853.52 135,853.52 Shenzhen Dongfang New world store Co.,Ltd 902,974.64 902,974.64 Shenzhen Xin Dongfang Store Ltd. 1,394,704.21 1,394,704.21 Guangdong Province Fengkai Lain Feng Cement Manufacturing Co., 1,867,348.00 1,867,348.00 Ltd. Shenzhen Cyber Port Co., Ltd 7,346,538.33 7,949,749.26 Shenzhen Shenfang Group BaoAn Developing Co.,Ltd 20,093,445.07 20,093,445.07 Shenzhen Investment Holding Co.,Ltd 63,848,819.24 63,848,819.24 Total 97,722,550.08 98,325,761.01 Interest payable: Shenzhen Investment Holding Co.,Ltd 16,535,277.94 16,535,277.94 Shenzhen General Institute of Architectural Design and Research -- 134,166.67 CO.,LTD Total 16,535,277.94 16,669,444.61 Short-term loans: Shenzhen General Institute of Architectural Design and Research -- 70,000,000.00 CO.,LTD Total -- 70,000,000.00 9 Contingencies 9.1 Contingencies arising from pending litigations or arbitrations and their financial effects Contingencies arising from pending litigations or arbitrations and their financial effects ① Guoxing Building Lawsuit On 21 March 1997, the Company signed an agreement “transferring equity of GuoXing Building agreement” with Baoxing Real Estate Development (Shenzhen) Company limited (hereinafter referred to as “BaoXing”). According to the agreement specifications, the Company transferred 68% of GuoXing Building project to BaoXing with the price- Rmb 145,000 thousand. And also, the construction cost – Rmb 15,000 thousands that the Company owed to GuoXing Building were undertaken by BaoXing. But after paying Rmb 45 million to the company, Bao Xing hadn’t paid the remaining equity transferring fund- Rmb 100,000 thousand and the construction cost – 15,000 thousand. The company instituted legal proceedings against BaoXing. After the trial of the Guangdong High People’s Court on 28 145 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 September 2002, Baoxing had to pay for Rmb 98,948,060.00 and interest to the company according to the paper of civil judgment –“(2001)YueGaoFaJing – ChuZhi No.7. Upon a second sue of the case in 2003, the judgement remained unchanged. On 22 Feb 2008, the Company signed an agreement with BaoXing Company. According to the agreement specifications, BaoXing Company paid for Rmb 15,000 thousand to the Company. And at the same time, the Company gave up the distribution right and auction disposal right of the LongGang District BaoXing Building. But BaoXing Company failed to carry out the agreement. On 23 July 2008, Baoxing Company, the third party – Shenzhen HongMing MuYe Co., Ltd (hereinafter referred to as HongMing Company) and the Company signed the composition agreement. According to the agreement specifications, the debts and other responsibilities of BaoXing Company would be undertaken by HongMing Company. And HongMing Company had to pay for the company Rmb 2,500 thousand and transferred the land-use right of N0. 1514 room (the property developer is Great China International Group(China)Co., Ltd, hereinafter referred to as Great China Company) of Shenzhen international exchange plaza instead. In December 2008, the Company received Rmb 2,500 thousand. Great China Company did not handle with the house property certificate for the Company according to the agreement. On November 15, 2011, another "Agreement" was signed by the Company, BaoXing Company, HongMing Company and Great China Company. They agreed that BaoXing Company would pay RMB 12,500 thousand Yuan in cash to the Company, and the Company receive the money in full, the agreement signed on 22 Feb, 2008 was seemed to have been fulfilled. In 2011, the company received RMB 12,500 thousand Yuan from Shenzhen Haotian Equity Investment Fund Management Co., Ltd- the third-party equity interest commissioned by BaoXing Company. As of December 31, 2012, the above realized gains and losses have been included in the relevant year. ② Xi’an project Lawsuit Xi’an Fresh Pead Holding limited company (hereinafter referred to as “Fresh Peak Company”) was sino-foreign joint venture set up in Xi’an city. The shareholder of the Fresh Peak Company – Hongkong Fresh Peak Co., Ltd was the wholly owned subsidiary of the company. And the Hongkong Fresh Peak Co., Ltd contributed 84% of the Fresh Peak Company’s share- capital in cash. And Xi’an trade building which was the enterprise under the Xi’an Joint Commission on Commerce and Trade contributed 16% of the Fresh Peak Company’s share- capital with the land-use right. The core business was property development. And the project was Xi’an Trade Building. The project was started on 1995-11-28. But the project had been stopped in 1996 because of the two parties differences on the operating policy of the project. 146 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 In 1997, the Xi’an government withdrew the Xi'an Fresh Peak investment project compulsively and assignned the project to Xi’an Business Tourism Co., Ltd (hereinafter referred to as “Business Tourism Company”). But the two parties had insulted a lawsuit on compensation. The ShanXi Province High Peoples Court made a judgement “(2000) SJ-CZ No.25”. The judgement was as follows: 1. Business Tourism Company had to pay for the compensation Rmb 36,620 thousand to Xi’an Fresh Peak Company after the judgment entering into force. If the Business Tourism Company failed to pay in time, it had to pay double debt interests to Xi’an Fresh Peak Company. 2. Xi’an Joint Commission on Commerce had jointly and severally obligation of the interests of the compensation. Untill 31 December 2011, the amount of RMB 15,201,000.00 had been called back. Because of Fresh Peak Company’s application, ShanXi Province High Peoples Court resumed the execution on September 5, 2011. Now the case is proceeding and there was no any new substantive progress in the reporting period. As at 30 June 2013, the book value of the investment of Xi’an Fresh Peak Company was Rmb 12,166,897.84. The provision for investment was Rmb 20,673,831.77. And the amount of debt was Rmb 8,419,205.19. ③ Luofu Hill project Lawsuit The company cooperated with Luofu Hill Tourism Company (hereinafter referred to as “Tourism Company”) on Luofu Hill Tourism project in early years. The company instituted legal proceedings against Tourism Company because the Tourism Company failed to carry out the agreement. The judgement which issued by GuangDong Province High Peoples Court on 2007-12-21 was as follows: ①Tourism Company had to pay for Rmb 9,600 thousand to the company in 10 days after the judgment entering into force. ②Tourism Company should paid the interests for the occupation of Rmb 9,600 thousands with The People's Bank of China similar loans rate in 10 days after the judgment entering into force. Of which, the interests for the occupation of Rmb 4,400 thousand were caluated from 1986-5-1 to the day the Tourism company paid off the debt. The interests for the occupation of Rmb 4100 thousand were caluated from 1988-2-1 to the day the Tourism Company paid off the debt. The interests for the occupation of Rmb 1,100 thousand were caluated from 1989-6-15 to the day the Tourism Company paid off the debt. The interest of Rmb 8,580 thousand that the Tourism Company had paid for to the company can be deducted from the interest payable. ③Luofushan Administration Committee had to undertake one third of the debts which Luofushan Tourism was unable to repay; ④Interest of debts would be double if the Tourism Company and Luofushan Administration Committee 147 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 failed to fulfill their obligations within the designated period of this judgment; ⑤Tourism company undertaked all the litigation fees (RMB 167,714.00). The expense of first instance and the second instance had to pay to the company during the duration of payment. There was no any new substantive progress after the judgement announced. The Company applied the GuangDong Province High People’s Court to supervise implementation on December 17, 2009. The GuangDong Province High people’s Court issued a document “(2009) YGYZDZ No. 67 to Huizhou intermediate people’s court and asked the Huizhou intermediate people’s court to close this case in 3 months after receiving the document. Until 17 Mar 2010, Huizhou intermediate people’s court had finished the evaluation of the land use right of the executor.On 13th October 2010, the land-use right was acutioned by the national resource department at the price of RMB 51,200 thousand. According to the relevant provisions of the Huizhou local authorities, auction of land should be approved by local department of land and be implemented in real estate trading center set up under Land Branch. Huizhou Intermediate Court has issued an official letter to inform Boluo Land Bureau of its decision, and notify the relevant assistance. Boluo Land Bureau replied the Huizhou Intermediate Court that the land for aution would be surveyed and mapped (different from land evaluation), new planning point would be made by them as the conditions of auction. Boluo Land Bureau have surveyed and mapped Luofu Hill Tourism site that was sealed. The cadastral map and land red line chart were submitted to Huizhou Municipal Intermediate People's Court in June 2011. Detailed regulation is deemed as the basis for the development of planning points, while the preparation of detailed regulation relies on Luofushan Administration Committee. Because the planning points were not made, the land failed to be auctioned. As at 30 June 2013, the book value of the Company’s creditor rights on Tourism Company was Rmb 9,600,000.00. The provision for bad debt was Rmb 4,800,000.00. 9.2 Contingent liabilities arising from providing debt guarantees to other entities and their financial effects Shenfang Shanglin Garden North district has come into construction. The project belongs to the Company's wholly-owned subsidiaries—Shenzhen ShenFang Group LongGang Development Co., Ltd (hereinafter referred to Longgang Company). According to the provisions of Municipal Housing Authority, the Employer and the Contractor shall prescribe peer payment and performance guarantee; this is necessary for the project to complete project application formalities. So Longgang Company should conduct performance guarantee as soon as possible. According to the requirements of relevant institution, the Company is required to provide credit guarantees for 148 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 performance guarantee. The amount of guarantees is RMB 88,400,000.00. (See March 31, 2012 cninfo "external security bulletin”.) 10 Commitments 10.1 Significant commitments Item Amount for the current period Amount for the prior period Capital commitments that have been entered into but have not been recognized in the financial statements - Significant outsourcing contracts 1,072,377,165.51 1,349,084,786.45 Total 1,072,377,165.51 1,349,084,786.45 10.2 Fulfillment progress of previous commitments The amount of significant outsourcing contracts is RMB 294,683,013.66, which was paid during the report period and has been entered into the prior period but has not been recognized in the financial statements. 11 Other Significant Events Other Dong Hu Di Jing Building (with Parcel No.H312-0061) is located in Luohu District. The area is 7,970.08 s.q.m., construction land area is 5,889.7 s.q.m. and area of structure 59,486 s.q.m. Its volume fraction is 10.1. In November 2006, the Company got the land use rights of Dong Hu Di Jing Building Project. In September and December 2008, the Company has received a letter from the immediate branch of Shenzhen Urban Planning and the Shenzhen Municipal Planning Bureau (Shen Gui [2008]1069, Shen Gui [2008] 2517).The Company was told that the municipal road works may partially occupied the red line of the parcel of land of Dong Hu Di Jing Building Project and the development of the project was required to suspend. On 20 January 2011, Shenzhen Urban Planning and Land Resources Committee (hereinafter referred to as the Comission) issued "decision on disposal of idle land"Shen Gui Land Yiqu idle [2011] No. 009. According to the decision, the government will take back land use rights by payment. Dong Hu Di Jing Building (Parcel No. H312-0061) is located at the junction of Buxin Road and Aiguo Road in Luohu District, Shenzhen, with a floor area of 7,970.08 s.q.m., a construction land area of 5,889.7 s.q.m., a plot ratio of 10.1 and a plot-ratio construction area of 59,486 s.q.m. In November 2006, the Company obtained the land use right of the Dong Hu Di Jing Building Project. In September and December 2008, the Company received letters respectively from the direct branch of Shenzhen Municipal Planning Bureau and later Shenzhen Municipal Planning Bureau itself (SGZSH [2008] No. 149 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 1069 and SGH [2008] No. 2517). The Company was told by those letters that some municipal road project might partially occupy the red line of the Dong Hu Di Jing Building Project and the Company was required to suspend development of its project. On 20 January 2011, the first administration directly under Shenzhen Urban Planning and Land Resources Commission (hereinafter referred to as the “UPLR Commission”) issued a “Decision on Idle Land” (SGTYJ [2011] No. 009). According to the Decision, the government would take back the land use right of the parcel with compensation. At the beginning of 2012, the UPLR Commission and the Company entrusted or hired intermediary agencies to evaluate the land parcel. In early May, the first administration directly under the UPLR Commission found it rather difficult to determine the land compensation, pay with the government budgets and operate, so it notified the Company that the municipal road project would not occupy the land parcel and suggested the Company continuing to work on the feasibility of the Dong Hu Di Jing Building Project through revising the design under the current conditions. If the project was considered feasible, the first administration would take back the “Decision on Idle Land” and the Company could carry on with the project by adjusting the planning key points based on the current status of the project and the design plan. At the end of July 2012, the Company signed the official design contract with Shenzhen General Institute of Architectural Design and Research Co., Ltd.. In early September 2012, the first draft of design was completed and submitted to the first administration for review and approval. In the middle of November 2012, the Company submitted the revised design plan and planning key points to the first administration. Upon review, the first administration decided to withdraw the “Decision on Idle Land” first. In May 2013, the first administration reported its decision to the UPLR Commission and has not received reply. The Company will kick off preparations for the project as soon as the “Decision on Idle Land” is withdrawn. 12 Notes to Items in the Financial Statements of the Company 12.1 Accounts receivable (1) Accounts receivable Unit:Yuan Closing balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Accounts receivable of which provision for bad -- -- -- -- debts is made according to Portfolio Accounts receivable of which provision for bad 12,798,373.13 100 6,301,854.02 49.24 debts is of individually insignificant Total 12,798,373.13 100 6,301,854.02 49.24 150 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 (Continued) Closing balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Accounts receivable of which provision for bad -- -- -- -- debts is made according to Portfolio Accounts receivable of which provision for bad 19,965,193.98 100 6,301,854.02 31.56 debts is of individually insignificant Total 19,965,193.98 100 6,301,854.02 31.56 Accounts receivable of which provision for bad debts is of individually significant □suitability√unsuitability Portfolio 1 by Aging analysis □suitability √unsuitability Portfolio 2 by percentage □suitability √unsuitability Protfolio 3 by other methods □suitability √unsuitability Provisions of bad debts that is individually insignificant √suitability □ unsuitability Content of accounts receivable Carrying amount Amount of bad debt Proportion of provision(%) Reasons for the provision House pay to be collected 12,277,769.13 6,301,854.02 51.33 A separate provision is established according to the recoverability of each Rental to be collected 520,604.00 -- -- receivales with long aging and little retrievability. Total 12,798,373.13 6,301,854.02 49.24 (2) No any significant reversals and collections during the current period (3) There were no any significant accounts receivables written off in the current period. (4) No amount due from shareholders at least 5% of the Company’s shares with voting power in the reporting period (5) Top 5 entities with the largest balances of accounts receivable 151 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Unit: Yuan Relationship with the Proportion of the amount to the Name of entity Amount Age Group total AR (%) Corporation No.1 Un-related party 1,809,832.84 Over 3 years 14.14 Individual No.1 Un-related party 1,200,000.00 Over 3 years 9.38 Corporation No.2 Associate 1,095,272.50 Over 3 years 8.56 Individual No.2 Un-related party 876,864.11 Over 3 years 6.85 Individual No.3 Un-related party 824,527.80 Over 3 years 6.44 Total 5,806,497.25 45.37 (6) Receivables due from related parties Unit: Yuan Name of entity Relationship with the Group Amount (%)in receivables Shenzhen Fresh Peak property consultant Associate 1,095,272.50 8.56 Co.,Ltd Total 1,095,272.50 8.56 (7) There were no any accounts receivables which had been terminated recognization. 12.2 Other receivables (1) Other receivables Unit: Yuan Closing balance Category Carrying amount Bad debt provision Amount (%) Amount (%) Other receivables of which provision for bad debts 1,153,502,426.18 97.73 818,545,417.98 70.96 is of individually significant Other receivable of which provision for bad debts is of individually significant Other receivables of which provision for bad debts 26,778,207.00 2.27 12,628,565.94 47.16 is of individually insignificant Total 1,180,280,633.18 100.00 831,173,983.92 70.42 (Continued) Opening balance Category Carrying amount Bad debt provision Amount (%) Amount (%) 152 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Other receivables of which provision for bad debts 1,153,502,426.18 98.19 818,545,417.98 70.96 is of individually significant Other receivable of which provision for bad debts is of individually significant Other receivables of which provision for bad debts 21,240,357.02 1.81 12,628,565.94 59.46 is of individually insignificant Total 1,174,742,783.20 100.00 831,173,983.92 70.75 Bad debt provision of other receivables which is of individually significant √suitability □ unsuitability Unit: Yuan Proportion of Content of accounts receivable Carrying amount Amount of bad debt Reasons for the provision provision(%) Other receivables between subsidiares that are included in consolidated 1,006,978,545.23 677,154,231.02 67.25 A separate provision is statement established according to Other receivables between subsidiares the recoverability of each that are not included in consolidated 120,994,319.55 120,994,319.55 100 receivales with long aging statement and little retrievability Others 25,529,561.40 20,396,867.41 79.90 Total 1,153,502,426.18 818,545,417.98 70.96 Portfolio 1 by Aging analysis □suitability √unsuitability Portfolio 2 by percentage □suitability √unsuitability Protfolio 3 by other methods □suitability √unsuitability Provisions of bad debts that is individually insignificant √suitability □ unsuitability Unit: Yuan Proportion of provision Content of other receivables Carrying amount Amount of bad debt Reasons for the provision (%) A separate provision is Other receivables between 2,420,150.00 -- -- established according to subsidiares that are included 153 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 in consolidated statement Other receivables between the recoverability of each subsidiares that are not 1,324,136.04 1,116,316.04 84.31 receivales with long aging included in consolidated and little retrievability statement Others 23,033,920.96 11,512,249.90 49.98 Total 26,778,207.00 12,628,565.94 47.16 (2) There were no any reversals and collections during the current period . (3) There were no any other significant receivables Written off for in the current period. (4) There were no any other receivables due from shareholders at least 5% of the Company’s shares with voting power in the reporting period (5) Top 5 entities with the largest balances of other receivables Unit: Yuan Relationship with Proportion of the amount to Name of entity Amount Age the Group the total OR (%) 3,416,239.85 Within 1 year 0.29 517,650.00 1-2 years 0.04 Fresh Peak Enterprise Co., Ltd Subsidiary 1,493,155.79 2-3 years 0.13 548,832,255.48 Over 3 years 46.5 49,146,106.56 Within 1 year 4.16 Shenzhen ShenFang Group LongGang 42,017,301.06 1-2 years 3.56 Subsidiary Development Co.,Ltd 6,160,754.80 2-3 years 0.52 189,279,897.97 Over 3 years 16.04 American Great Wall Co.,Ltd Subsidiary 101,379,954.81 Over 3 years 8.59 Canada Great Wall(vancouver) Co.,Ltd Subsidiary 89,035,748.07 Over 3 years 7.54 Shenzhen City Shenfang Free Trade Subsidiary 32,392,459.91 Over 3 years 2.74 Trading Ltd Total 1,063,671,524.30 90.11 (7) Receivables due from related parties Unit: Yuan Name of entity Relationship with the Group Amount (%)in receivables 154 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Name of entity Relationship with the Group Amount (%)in receivables Fresh Peak Enterprise Co., Ltd. Subsidiary 554,259,301.12 46.96 Shenzhen ShenFang Group LongGang Subsidiary 286,604,060.39 24.28 Development Co.,Ltd American Great Wall Co.,Ltd Subsidiary 101,379,954.81 8.59 Canada Great Wall(vancouver) Co.,Ltd Subsidiary 89,035,748.07 7.54 Shenzhen City Shenfang Free Trade Trading Subsidiary 32,392,459.91 2.74 Ltd. Shenzhen Lain Hua Industry and Trading Co. Subsidiary 16,162,762.46 1.37 Ltd. Bekaton Property Limited Subsidiary 12,559,290.58 1.06 Paklid Limited Subsidiary 11,072,100.19 0.94 Guangdong province Huizhou Luofu Hill Joint venture 10,465,168.81 0.89 Mineral Water Co.,Ltd Shenzhen City Shenfang Construction and Subsidiary 8,327,180.71 0.71 Decoration Materials Ltd. Shenzhen City Shenfang Investment Ltd. Subsidiary 5,897,431.45 0.5 Shenzhen Runhua Automobile trading Co.,Ltd Associate 3,072,764.42 0.26 Shenzhen Real Estate Consolidated Service Subsidiary 1,086,487.22 0.09 Co., Ltd. Shenzhen Ronghua JiDian Co.,ltd Associate 475,223.46 0.04 Shenzhen Shenfang Department Store Co. Subsidiary 237,648.82 0.02 Ltd Total 1,133,027,582.42 95.99 (7) There were no any other receivables which had been terminated recognization in the accounting year. 12.3 Long-term equity investments Unit: Yuan Shenzhen Petrel Hotel Co. Cost method 20,605,047.50 20,605,047.50 Changes [Increase -- 20,605,047.50 Ltd. Name of investee Investment cost Opening balance Closing balance method /decrease] Shenzhen City Shenfang Shenzhen City Property Cost method 9,000,000.00 9,000,000.00 -- 9,000,000.00 Investment Ltd. Cost method 12,821,791.52 12,821,791.52 -- 12,821,791.52 Management Ltd. Fresh Peak Enterprise Ltd. Cost method 556,500.00 556,500.00 -- 556,500.00 155 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Fresh Peak Holdings Ltd.Estate Cost method 20,824,545.77 22,717,697.73 -- 22,717,697.73 Cost method 5,958,305.26 5,958,305.26 -- 5,958,305.26 ConsolidatedSpecial Economic Shenzhen Service Co., Ltd. Zone Limited Estate (Group) Cost method 201,100.00 201,100.00 -- 201,100.00 Cost method 20,000,000.00 20,000,000.00 -- 20,000,000.00 Guangzhou Property and Bekaton Property Limited Cost method 906,630.00 906,630.00 -- 906,630.00 Estate Co., Ltd. Shenzhen Tefa Real Estate Shenzhen Service Co.,Tung Cost method Consolidated Zhen Ltd. Cost method 8,180,003.63 8,180,003.63 -- 8,180,003.63 11,332,321.45 11,332,321.45 -- 11,332,321.45 Engineering Ltd Shenzhen Xin Dongfang Store American Great wall Co.,Ltd Cost method Cost method 18,500,000.00 1,435,802.00 18,500,000.00 1,435,802.00 ---- 18,500,000.00 1,435,802.00 Ltd. Shenzhen CityCityShenfang Free Shenzhen Shenfang Cost method 4,750,000.00 4,750,000.00 -- 4,750,000.00 Ltd. Trade Trading and Decoration Construction Cost method 2,680,000.00 2,680,000.00 -- 2,680,000.00 ShenzhenLtd.City Hua Zhan Construction Management Cost method 6,000,000.00 6,000,000.00 -- 6,000,000.00 Shenzhen Shenfang Ltd. Cost method 9,500,000.00 9,500,000.00 -- 9,500,000.00 Department Store Co. Ltd. Shenzhen CyberPort Co., Ltd. Cost method Shenzhen City Car Rental Ltd Cost method 11,809,500.00 14,000,000.00 6,495,225.00 12,401,018.42 ---- 6,495,225.00 12,401,018.42 QiLu Co.,LtdShenFang BaoAn Cost method ShenZhen 212,280.00 212,280.00 -- 212,280.00 Cost method 19,000,000.00 19,000,000.00 -- 19,000,000.00 Beijing Shenfang Property Cost method 500,000.00 500,000.00 -- 500,000.00 Shantou Fresh Ltd. Management Peak Building Cost method 68,731,560.43 58,547,652.25 -- 58,547,652.25 Hua Industry Shenzhen LainSmall&medium Shantou Cost method 13,458,217.05 13,458,217.05 -- 13,458,217.05 and Trading Co. Ltd. Finacing Enterprises 12,000,000.00 12,000,000.00 -- 12,000,000.00 Shenzhen Co.CityLtd.SPG Long Cost method 30,850,000.00 30,850,000.00 -- 30,850,000.00 Gang Development Ltd. Total 457,308,490.54 442,258,326.71 -- 442,258,326.71 Beijing Fresh Peak Property Development Management Cost method 64,183,888.90 64,183,888.90 -- 64,183,888.90 Limited Company Shenzhen Shenfang Car Park Cost method 29,750,000.00 29,750,000.00 -- 29,750,000.00 Ltd. Guangdong province Huizhou Luofu Hill Mineral Water Equity method 9,969,206.09 9,969,206.09 -- 9,969,206.09 Co.,Ltd Fengkai Xinhua Hotel Equity method 9,455,465.38 9,455,465.38 -- 9,455,465.38 Shenzhen Runhua Automobile Equity method 1,445,425.56 1,445,425.56 -- 1,445,425.56 trading Co.,Ltd Shenzhen Ronghua JiDian Equity method Co.,ltd 1,250,000.00 1,403,848.97 -- 1,403,848.97 Shenzhen Shen Fang Industrial Development Co., Cost method 4,500,000.00 4,500,000.00 -- 4,500,000.00 Ltd Shenzhen ZhongGang Haiyan Cost method 12,940,900.00 12,940,900.00 -- 12,940,900.00 Enterprise Ltd. 156 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 (Continued) Proportion of Proportion of Explanation of the Provision for Cash ownership voting power in Provision for Name of investee inconsistency between impairment losses dividend for interest held the investee impairment losses these two proportions for the period the period (%) (%) Shenzhen City Property Management Ltd. 95 95 -- -- -- Shenzhen Petrel Hotel Co. Ltd. 68.10 68.10 -- -- -- Shenzhen City Shenfang Investment Ltd. 90 90 -- -- -- Fresh Peak Enterprise Ltd. 100 100 -- -- -- Fresh Peak Holdings Ltd. 100 100 -- -- -- Shenzhen Special Economic Zone Real Estate (Group) Guangzhou Property and Estate Co., Ltd. 100 100 -- -- -- Shenzhen Zhen Tung Engineering Ltd 73 73 -- -- -- American Great wall Co.,Ltd 70 70 -- -- -- Shenzhen City Shenfang Free Trade Trading Ltd. 95 95 -- -- -- Shenzhen City Hua Zhan Construction Management Ltd. 75 75 -- -- -- Shenzhen City Car Rental Ltd. 55 55 -- -- -- QiLu Co.,Ltd 20 20 -- -- -- Beijing Shenfang Property Management Ltd. 10 10 -- -- -- Shenzhen Lian Hua Industry and Trading Co. Ltd. 95 95 -- -- -- Shenzhen City SPG Long Gang Development Ltd. 95 95 -- -- -- Beijing Fresh Peak Property Development Management Limited Company 75 75 -- -- -- 157 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Proportion of Proportion of Explanation of the Provision for Cash ownership voting power in Provision for Name of investee inconsistency between impairment losses dividend for interest held the investee impairment losses these two proportions for the period the period (%) (%) Shenzhen Shenfang Car Park Ltd. 70 70 -- -- -- Guangdong province Huizhou Luofu Hill Mineral Water Co.,Ltd 9,969,206.09 -- -- Fengkai Xinhua Hotel 9,455,465.38 -- -- Shenzhen Runhua Automobile trading Co.,Ltd 50 50 1,445,425.56 -- -- Shenzhen Ronghua JiDian Co.,ltd 25 25 1,076,954.64 -- -- Shenzhen Shen Fang Industrial Development Co., Ltd 100 100 4,500,000.00 -- -- Shenzhen ZhongGang Haiyan Enterprise Ltd. 68 68 12,940,900.00 -- -- Shenzhen Real Estate Consolidated Service Co., Ltd. 100 100 5,958,305.26 -- -- Paklid Limited 100 100 201,100.00 -- -- Bekaton Property Limited 60 60 906,630.00 -- -- Shenzhen Tefa Real Estate Consolidated Service Co., Ltd. 100 100 8,180,003.63 -- -- Shenzhen Xin Dongfang Store Ltd. 100 100 18,500,000.00 -- -- Shenzhen City Shenfang Construction and Decoration Materials Ltd. 100 100 2,680,000.00 -- -- Shenzhen Shenfang Department Store Co. Ltd. 95 95 9,500,000.00 -- -- Shenzhen CyberPort Co., Ltd 70 70 -- -- -- ShenZhen ShenFang BaoAn developmentCo.,Ltd 95 95 -- -- -- Shantou Fresh Peak Building 100 100 58,547,652.25 -- -- 158 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Proportion of Proportion of Explanation of the Provision for Cash ownership voting power in Provision for Name of investee inconsistency between impairment losses dividend for interest held the investee impairment losses these two proportions for the period the period (%) (%) Shantou Small&medium Enterprises Finacing Guarantee Co. Ltd. 10 10 -- -- -- Total 143,861,642.81 -- -- 159 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 12.4 Operating income and costs (1) Operating income and operating costs Unit: Yuan Item Amount for the current period Amount for the prior period Principal operating income 25,288,842.36 35,178,901.24 Total of operating income 25,288,842.36 35,178,901.24 Operating costs 11,056,048.84 13,073,029.87 (2)Principal operating activities (classified by industries) Unit: Yuan Amount for the current period Amount for the prior period Name of industry Operating income Operating costs Operating income Operating costs Real estate -- -- 2,908,357.00 1,771,535.60 Leasing 24,002,260.93 10,728,917.84 31,112,312.62 10,986,640.28 Others 1,286,581.43 327,131.00 1,158,231.62 314,853.99 Total 25,288,842.36 11,056,048.84 35,178,901.24 13,073,029.87 (3)Principal operating activities (classified by product) Unit: Yuan Amount for the current period Amount for the prior period Name of industry Operating income Operating costs Operating income Operating costs Real estate -- -- 2,908,357.00 1,771,535.60 Others 25,288,842.36 11,056,048.84 32,270,544.24 11,301,494.27 Total 25,288,842.36 11,056,048.84 35,178,901.24 13,073,029.87 (4) Principal operating activities (classified by geographical areas) Unit: Yuan Amount for the current period Amount for the prior period Name of geographical area Operating income Operating costs Operating income Operating costs Shenzhen 25,288,842.36 11,056,048.84 35,178,901.24 13,073,029.87 Total 25,288,842.36 11,056,048.84 35,178,901.24 13,073,029.87 (5) Operating income from the Company’s top 5 customers Unit: Yuan 160 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Proportion to total operating income of the Name of customers Operating incomet for the current period Company (%) Corporation unit No.1 2,005,552.00 8.36 Corporation unit No.1 2,116,610.00 8.82 Corporation unit No.2 580,008.00 2.42 Corporation unit No.3 703,314.00 2.93 Corporation unit No.4 445,208.68 1.85 Total 5,850,692.68 24.38 14.5 Supplementary information to the cash flow statement Unit: Yuan Item Amount for the current period Amount for the prior period (1) Reconciliation of net profit to cash flows from operating activities: Net profit -9,163,660.55 2,217,279.08 Add: Depreciation of fixed assets, bio-assets, and natural gas 10,632,989.38 10,620,565.93 Amortization of intangible assets 113,799.98 49,399.98 Amortization of long-term deferred expenses 28,265.10 28,265.10 Losses on disposal of fixed assets, intangible assets and other 4,644.48 long-term assets(deduct: gains) Financial expenses (deduct: gains) 6,795,730.37 6,109,875.73 Decrease in inventories (deduct: increase) -197,342,844.65 -83,958,751.46 Decrease in operating receivables (deduct: increase) 3,607,115.56 -76,326,366.64 Increase in operating payables (deduct: decrease) 640,954,150.55 38,497,497.20 Net cash flows from operating activities 455,630,190.22 -102,762,235.08 (2) Investing and financing activities that do not affect cash receipt and -- -- payment (3)Net increase in cash and cash equivalents: Cash at the end of the period 431,672,122.54 94,764,497.01 Less: cash at the beginning of the period 190,825,250.83 144,779,100.65 Net increase in cash and cash equivalents 240,846,871.71 -50,014,603.64 13. Supplementary Materials 13.1 Breakdown non-recurring profit or loss 161 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Unit: Yuan Items Amount for the current period Remarks Profit from disposal of Profit or loss on disposal of non-current assets 3,448,226.60 office building Other non-operating income or expenses other than the above -18,550.33 Less: tax effects -864.06 Total 3,430,540.33 The Group defines items as non-recurring profit or loss items according to “Information Disclosure and Presentation Rules for Companies Making Public Offering of Securities No.1---Non-recurring Profit or Loss”(CSRC No.[2008]43) □suitability √unsuitability 13.2 Date differences between domestic and foreign accounting standards (1) Differences between amounts prepared under international accounting standards and China Accounting Standards (CAS) Net profit Net assets Amount for the current Amount for the prior period Closing balance Opening balance period In accordance with CASs 13,050,340.37 40,084,098.09 1,649,642,412.95 1,635,376,098.73 Ajusted items and amount in accordance with IFRS In accordance with IFRS 13,050,340.37 40,084,098.09 1,649,642,412.95 1,635,376,098.73 (2)Differences between amounts prepared under foreign accounting standards and China Accounting Standards (CAS) Net profit Net assets Amount for the current Amount for the prior period Closing balance Opening balance period In accordance with CASs 13,050,340.37 40,084,098.09 1,649,642,412.95 1,635,376,098.73 Ajusted items and amount in accordance with FAS In accordance with FAS 13,050,340.37 40,084,098.09 1,649,642,412.95 1,635,376,098.73 (3)Note to date differences between domestic and foreign accounting standards 13.3 Return on net assets and earning per share (EPS) Units:Yuan 162 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Profit for the reporting EPS Weighted average returned on net assets (%) period(%) Basic EPS Diluted EPS Net profit attributable to ordinary shareholders of 0.79 0.0129 0.0129 the Company Net profit after deduction of non-recurring profits or losses attributable to ordinary shareholders of the 0.59 0.0095 0.0095 Company 13.4 Abnormal financial statements items and description of reasons (1) Items in the balance sheet Monetary funds had RMB 613,271,353.69 as the closing balance at June 30, 2013, 23.44% of increase than the opening of the year. The reason for such increase is new house pay collected during the current period. Prepayments in the balance sheet had RMB 82,590,149.74 as the closing balance at June 30, 2013, 108.15% of increase than the opening of the year. The reason for such increase is: the un-settled prepayment of engineering project from the subsidiary company- Shenzhen Zhen Tung Engineering Ltd.; and the un-settled prepayment of selling expenses for Project Chuanqishan. The net carrying amount inventories in the balance sheet had RMB 2,772,285,028.20 as the closing balance at June 30, 2013, 14.00% of increase than the opening of the year. The reason for such increase is increased input of Project Shenfang chuanqishan, Project Shenfang Shanglin Garden and Shantou Yuejingdongfang. Other current assets had RMB 25,904,506.01 as the closing balance at June 30, 2013, 232.94%of increase than the opening of the year. The reason for such increase is that the taxation for pre-sale payments and receipts for projects was paid during the current period. Long-term deferred assets in the balance sheet had RMB 712,068.64 as the closing balance at June 30, 2013, 66.64% of increase than the opening of the year. The reason for such increase is the increased renovation costs of dormitory. Other non-current assets had RMB 735,190.76 as the closing balance at June 30, 2013, 69.54% of decrease than the opening of the year. The reason for such decrease is that during the current period, prepaid software fees were transferred to intangible assets and fitment fees was transferred to fixed assets Short-term loans had RMB 16,000,000.00 as the closing balance at June 30, 2013, 83.33% of decrease than the opening of the year. The reason for such decrease is that the entrusted loan was repaid during the current period. Advance from customers had RMB 1,134,654,627.94 as the closing balance at June 30, 2013, 178.65% of increase than the opening of the year. The reason for such increase is advance payment from housing buyers during the current period. 163 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 Employee benefits payable had RMB 26,278,551.66 as the closing balance at June 30, 2013, 28.35% of decrease than the opening of the year. The reason for such decrease is that accrued wages and bonuses last year were paid during the current period. Taxes payable had RMB 6,971,655.21 as the closing balance at June 30, 2013, 65.07% of decrease than the opening of the year. The reason for such decrease is final settlement of enterprise income tax of 2012. (2) Items in the Income Statement, Cash Flow Statement Operating income had RMB 320,687,860.60 during the current period, 28.32% of decrease than the prior period. The reason for such decrease is that although Chuanqishan Project has been started to be sold, but revenue has not yet been recognized for the current period. Business taxes and surcharges had RMB 24,535,155.90 during current period, 45.13% of decrease than the prior period. The reason for such decrease is that operating income decreased. The reason for the decrease of financial expense is increased capitalized interest expenses. Operating profit had RMB 15,658,241.78 during the current period, 70.61% of decrease than the prior period. The reason for such decrease is mainly the decrease of operating revenue. The reason for the increase of non-operating income is that the Company disposed the Cheuk Nang Center Building. The reason for the increase of other comprehenseive income is that exchange rate fluctuated. Cash received from sales of goods or rendering of services had RMB 1,038,782,095.16 during the current period, 162.75% of increase than the prior period. The reason for such increase is collection of sales from housing buyers. Other cash receipts relating to operating activities had RMB 66,253,051.17 during the current period in 2013, 88.33% of increase than the prior period in 2012. The reasons for such increase are the increased short-term deposit and withdraw of security deposit of morgatge. Cash paid for goods and services had RMB 551,706,829.05 during current period, 54.68% of increase than the prior period. The reason for such increase is the increased input of Project Shenfang chuanqishan, Project Shenfang Shanglin Garden and Shantou Yuejingdongfang during the current period. Cash flow from investing activities had RMB 3,751,823.13 during current period, 256.70% of increase than the prior period. The reason for such increase is that the Company disposed the office Building. Cash flow from financing activities had RMB -223,496,227.17 during current period, decreasing sharply than the prior period. The reason for such decrease is mainly that the Company obtained less cash from bank loans, decreased by 87.68% than the prior period, and meantime repaid bank borrowings using cash, increased by 97.40%. 164 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) Co., Ltd. Financial report for the six months ended 30 June 2013 IX. Documents for Reference 1. Financial statements signed and sealed by legal representative, principal of accounting work, and manager of finance department. 2. In the reporting period, all originals of the Company’s documents and public notices have been publicly disclosed on China Securities Journal, Ta Kung Pao. 165