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深深房B:2014年第三季度报告全文(英文版)2014-10-23  

						     Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.




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

                   Report for the Third Quarter of 2014

                                                2014-022




                                         October 2014


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              Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.




                                 Section I. Important Reminders

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, other Directors all attended the board session for reviewing this report in
person.
           Name                           Position                        Reason                  Name of the mandatory

Liu Quanmin                   Independent Director            Official business               Song Botong

Zhou Jianguo, Chairman of the Company, Chen Maozheng, General Manager, Tang Xiaoping, chief of the
accounting work, and Qiao Yanjun, chief of the accounting organ (chief of accounting), hereby confirm that the
Financial Statements enclosed in this report are 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.




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                 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.




               Section II. Financial Highlights & Change of Shareholders

I. Major accounting data and financial indexes

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

                                                30 Sept. 2014                      31 Dec. 2013                Increase/decrease (%)

Total assets (RMB Yuan)                                4,429,712,829.72                4,215,099,296.67                               5.09%

Net     assets        attributable    to
shareholders     of     the   Company                  1,919,924,325.32                1,863,347,135.33                               3.04%
(RMB Yuan)

                                                                  YoY increase/decrease                             YoY increase/decrease
                                            Jul.-Sept. 2014                                  Jan.-Sept. 2014
                                                                           (%)                                                 (%)

Operating revenues (RMB Yuan)                  294,764,542.65                    91.05%           867,838,901.96                     82.71%

Net     profit        attributable    to
shareholders     of     the   Company           22,272,401.09                    531.25%           57,004,777.82                     243.84%
(RMB Yuan)
Net     profit    attributable to
shareholders of the Company after
                                                21,712,479.80                 3,524.76%            56,156,553.79                     449.54%
extraordinary gains and losses
(RMB Yuan)
Net cash flows from operating
                                                  --                        --                    237,793,355.50                 2,031.36%
activities (RMB Yuan)

Basic EPS (RMB Yuan/share)                               0.0220                  528.57%                   0.0563                    243.29%

Diluted EPS (RMB Yuan/share)                             0.0220                  528.57%                   0.0563                    243.29%

Weighted average ROE (%)                                 1.17%                    0.96%                    3.01%                      2.00%

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

                                     Item                                 Amount as of Jan.-Sept. 2014                 Note

Gains/losses on the disposal of non-current assets (including the
                                                                                             -70,996.24
offset part of asset impairment provisions)

                                                                                                          Abandoned deposit income and
Other non-operating income and expenses than the above                                     1,201,961.62
                                                                                                          metro compensations

Less: Income tax effects                                                                    282,741.35

Total                                                                                       848,224.03                   --




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                 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


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
No such cases during the reporting period.


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

1. Total number of common shareholders and shareholdings of the top ten common shareholders at the
period-end

                                                                                                                          Unit: share

Total number of common
                                                                                                                             71,508
shareholders at the period-end

                                        Shareholdings of the top ten common shareholders

                                                                                Number of             Pledged or frozen shares
       Name of            Nature of      Shareholding       Number of the
                                                                              restricted shares
    shareholder          shareholder         percentage      shares held                          Status of shares Number of shares
                                                                                    held

Shenzhen
                      State-owned
Investment                                         63.55%      642,884,262                    0
                      corporation
Holdings Co., Ltd.

Shenzhen
Shenzhilv             Domestic
Investment            non-state-owned               0.86%         8,715,024                   0
Management Co.,       corporation
Ltd.

                      Domestic
Wen Jianjun                                         0.42%         4,222,892                   0
                      individual

                      Domestic
Zeng Xiaolan                                        0.40%         4,063,306                   0
                      individual

                      Domestic
Wang Ailan                                          0.20%         2,033,281                   0
                      individual

                      Domestic
Li Yuemei                                           0.19%         1,922,389                   0
                      individual

Yunnan
International Trust
                      State-owned
Co., Ltd.-Ruihui                                   0.18%         1,800,000                   0
                      corporation
Assembled Funds
Trust Plan

GUOTAI JUNAN Foreign                                0.17%         1,713,150                   0


                                                                                                                                      4
                 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


SECURITIES(HO
NGKONG)              corporation
LIMITED

ZRGG - Rongjin
                     State-owned
No. 26 Funds Trust                                  0.14%         1,400,000                     0
                     corporation
Contract

                     Domestic
Wang Douhua                                         0.13%         1,286,300                     0
                     individual

                                   Shareholdings of the top ten non-restricted common shareholders

                                           Number of non-restricted common shares held at the                  Type of shares
           Name of shareholder
                                                              period-end                                    Type           Number

Shenzhen Investment Holdings Co.,                                                                   RMB ordinary
                                                                                  642,884,262
Ltd.                                                                                                share

Shenzhen Shenzhilv Investment                                                                       RMB ordinary
                                                                                    8,715,024
Management Co., Ltd.                                                                                share

                                                                                                    RMB ordinary
Wen Jianjun                                                                         4,222,892
                                                                                                    share

                                                                                                    RMB ordinary
Zeng Xiaolan                                                                        4,063,306
                                                                                                    share

                                                                                                    RMB ordinary
Wang Ailan                                                                          2,033,281
                                                                                                    share

                                                                                                    RMB ordinary
Li Yuemei                                                                           1,922,389
                                                                                                    share

Yunnan International Trust Co., Ltd.
                                                                                                    RMB ordinary
-Ruihui Assembled Funds Trust                                                      1,800,000
                                                                                                    share
Plan

GUOTAI JUNAN                                                                                        Domestically
SECURITIES(HONGKONG)                                                                1,713,150 listed foreign
LIMITED                                                                                             share

ZRGG-Rongjin No. 26 Funds Trust                                                                    RMB ordinary
                                                                                    1,400,000
Contract                                                                                            share

                                                                                                    RMB ordinary
Wang Douhua                                                                         1,286,300
                                                                                                    share

Explanation         on       associated
relationship or persons acting in
                                          Unknown
concert among the above-mentioned
shareholders

Top ten non-restricted common
                                          Naught
shareholders taking part in margin



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                Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


financing and securities lending (if
any)

Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company carry out any agreed
buy-back in the reporting period?

□ Yes √ No
No shareholder of the Company carried out any agreed buy-back in the reporting period.


2. Total number of preferred share holders and shareholdings of the top ten preferred share holders at the
period-end

□ Applicable √ Inapplicable




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                Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.




                                         Section III. Significant Events

I. Major changes of main accounting statement items and financial indicators in the reporting
period, as well as reasons for the changes

√ Applicable □ Inapplicable
1. Influence of the amended accounting standards on the consolidated statements of the Company
According to the amended , the long-term
equity investments that had no offer in the active market and their fair value could not be reliably measured in investees that the
Company did not have control, joint control or significant influence on were treated according to the . As such, the long-term equity investments
(RMB 12 million in book value as at the end of Sept. 2014) were restated as available-for-sale financial assets, and the
year-beginning figure in the consolidated statements were also adjusted accordingly.
Changes of the equity-holdings of the Company in Shantou Small-and Medium Enterprise Financing Guarantee Co., Ltd.:

                                                            Equity-holding
                                Investment cost (RMB                                 Accounting title before      Accounting title after
        Investee                                            percentage in the
                                   Ten thousand)                                           the change                   the change
                                                              investee (%)

Shantou       Small-and
Medium        Enterprise                                                             Long-term equity inve       Available-for-sale finan
                                               1,200                         10%
Financing     Guarantee                                                                              stment                    cial assets
Co., Ltd.
2. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the
changes
For Jan.-Sept. 2014, the Company achieved operating revenues of RMB 867.8389 million, up 82.71% when compared with the same
period of last year; operating profits of RMB 81.3865 million, soaring 339.94% year on year; total profits of RMB 82.5175 million,
representing a year-on-year rise of 232.02%; and net profits attributable to shareholders of the Company of RMB 57.0048 million, up
243.84% year on year.
For Jan.-Sept. 2014, the real estate division of the Company carried over an income of RMB 411.8892 million, up 347.22% year on
year, mainly from the Chuanqi Hill Project.
                                                                                                               Unit: RMB Yuan

                                                                                Increase/decr
               Item                      30 Sept. 2014       31 Dec. 2013                          Main reason for the change
                                                                                   ease (%)

Prepayments                                 32,128,944.49       12,206,598.30        163.21%The prepayments for materials and
                                                                                                the noumenon maintenance funds
                                                                                                were not carried over yet.
Non-current assets due within 1             60,024,383.44        3,451,107.04       1639.28%The taxes on the house purchase
year                                                                                            advances and the        construction
                                                                                                advances were paid.
Accounts received in advance               915,501,007.82      312,967,028.85        192.52%House            purchase        advances
                                                                                                increased.



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                  Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


Payroll payable                            19,649,333.13      37,159,445.41         -47.12%The annual salaries for last year
                                                                                               were paid in the current period.
Taxes and fares payable                    34,726,927.34     148,006,651.37         -76.54%The enterprise income tax for last
                                                                                               year was paid in the current period.



                                                                               Increase/decr
                Item                   Jan.-Sept. 2014     Jan.-Sept. 2013                        Main reason for the change
                                                                                 ease (%)

Operating revenues                       867,838,901.96      474,974,336.20          82.71%The income carried over from the
                                                                                               Chuanqi Hill Project
Business tax and surtaxes                  61,785,122.95      35,287,444.46          75.09%Operating revenues increased.
Selling expenses                           20,943,800.69      11,892,013.30          76.12%The        marketing      &    promotion
                                                                                               expenses and the intermediary
                                                                                               commissions increased.
Financial expenses                         13,904,377.36       -1,762,106.33        889.08%The capitalized interest decreased.
Non-business incomes                        1,374,647.24       6,532,696.24         -78.96%Some fixed assets were disposed in
                                                                                               the same period of last year.
Income tax                                 25,455,598.08       8,215,293.36         209.86%Total profits increased.
Other comprehensive incomes                  -625,466.56       1,766,105.83        -135.42%The       foreign-currency      statement
                                                                                               translation   difference   decreased
                                                                                               due to exchange rate fluctuations.



                                                                               Increase/decr
                Item                   Jan.-Sept. 2014     Jan.-Sept. 2013                        Main reason for the change
                                                                                 ease (%)

Net cash flows from operating            237,793,355.50      -12,312,244.25        2031.36%The cash paid for goods and
activities                                                                                     services decreased.
Net cash flows from investing              -1,133,662.00       4,656,321.37        -124.35%The       net     cash    received   from
activities                                                                                     disposal of fixed assets decreased.
Subtotal of cash outflows from           286,898,693.68      428,638,329.53         -33.07%The cash received as borrowings
financing activities                                                                           decreased.


The          Company        (without     270,609,041.96                                        The shares in profits of subsidiaries
subsidiaries): investment gains
               Retained profits          -229,186,782.42    -564,028,429.22          59.37%The shares in profits of subsidiaries


II. Progress and influence of significant events, as well as the analysis and explanation on
solutions

□ Applicable √ Inapplicable




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                Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


III. 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

□ Applicable √ Inapplicable
No such commitments in the reporting period.


IV. Predict the 2014 annual operating results

Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the
year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as
explanations on the reasons
√ Applicable □ Inapplicable
Prediction: significant increase in the same direction
Type of the predicted data: interval data

                                            Jan.-Dec. 2014            Jan.-Dec. 2013                Increase/decrease (%)

Estimated accumulative net
                                       27,392 --             30,000          22,827 Increase                   20.00% --          31.42%
profit (RMB Ten thousand)

Basic EPS (RMB Yuan/share)             0.2708 --             0.2965          0.2256 Increase                   20.00% --          31.42%

Explanation about the             Sales of the SPG Chuanqi Hill project and SPG Shanglin Garden project of the Company carried
predictions                       forward normally.


V. Securities investment

□ Applicable √ Inapplicable
The Company was not involved in any securities investment in the reporting period.
Notes of the shareholdings of other listed companies
□ Applicable √ Inapplicable
There was no such shareholding of the Company during the reporting period.


VI. Investments in derivatives

□Applicable √Inapplicable
The Company did not invest in any derivative in the reporting period.

VII. Researches, visits and interviews received in the reporting period
√Applicable □Inapplicable
                                                                                                                   Main discussion and
 Time of reception    Place of reception       Way of reception         Visitor type           Visitor        materials provided by the
                                                                                                                        Company
                                                                                                             The operating situation of
                                             Telephone                                                       the first half year of 2014
11 Jul. 2014         The office                                   Individual           Individual investor
                                             Communication                                                   and        the     disclosure
                                                                                                             appointment time of the

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               Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


                                                                                                     semi-year report; had not
                                                                                                     offer the written sources.

                                                                                                     The sale situation of project
                                       Telephone                                                     development of the first
19 Aug. 2014       The office                              Individual          Individual investor
                                       Communication                                                 half year of 2014; had not
                                                                                                     offer the written sources.

                                                                                                     The influence of Shenzhen
                                                                                                     state-owned        enterprise’s
                                                                                                     reformation        to        the
                                       Telephone
17 Sep. 2014       The office                              Individual          Individual investor Company and the sales
                                       Communication
                                                                                                     progress      of        project,
                                                                                                     development;       had       not
                                                                                                     offered the written sources.




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                  Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.




                                     Section IV. Financial Statements

I. Financial statements

1. Consolidated balance sheet

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

                    Item                                Closing balance                            Opening balance

Current Assets:

  Monetary funds                                                      500,173,000.23                              525,374,372.44

  Settlement reserves

  Intra-group lendings

  Financial assets measured at fair
value and of which changes are
recorded into current gains and losses

  Notes receivable

  Accounts receivable                                                     18,099,558.15                            14,102,124.06

  Accounts paid in advance                                                32,128,944.49                            12,206,598.30

  Premiums receivable

  Reinsurance premiums receivable

  Receivable       reinsurance    contract
reserves

  Interest receivable

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

  Other accounts receivable                                               62,192,307.56                            54,672,501.81

  Financial assets purchased under
agreements to resell

  Inventories                                                       3,140,611,748.89                            2,967,935,589.04

  Assets held for sale

  Non-current assets due within 1 year                                    60,024,383.44                              3,451,107.04

  Other current assets

Total current assets                                                3,814,282,135.52                            3,578,794,485.45

Non-current assets:

  Loans by mandate and advances


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                 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


granted

  Available-for-sale financial assets                                 12,000,000.00                               12,000,000.00

  Held-to-maturity investments

  Long-term accounts receivable

  Long-term equity investment                                         63,200,652.59                               63,200,652.59

  Investing property                                                 451,140,242.58                              466,314,091.90

  Fixed assets                                                        55,590,319.46                               60,715,687.71

  Construction in progress

  Engineering materials

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                                                     6,339,311.82                                6,753,566.79

  R&D expense

  Goodwill

  Long-term deferred expenses                                            367,707.73                                  528,352.21

  Deferred income tax assets                                          26,792,460.02                               26,792,460.02

  Other non-current assets

Total of non-current assets                                          615,430,694.20                              636,304,811.22

Total assets                                                       4,429,712,829.72                            4,215,099,296.67

Current liabilities:

  Short-term borrowings                                               28,000,000.00                               23,000,000.00

  Borrowings from Central Bank

  Customer bank deposits and due to
banks and other financial institutions

  Intra-group borrowings

  Financial liabilities measured at fair
value and of which changes are
recorded into current gains and losses

  Notes payable

  Accounts payable                                                   288,731,004.05                              389,345,271.46

  Accounts received in advance                                       915,501,007.82                              312,967,028.85

  Financial assets sold for repurchase

  Handling charges and commissions
payable



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                    Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  Employee’s compensation payable                                       19,649,333.13                               37,159,445.41

  Tax payable                                                            34,726,927.34                              148,006,651.37

  Interest payable                                                       16,766,372.46                               18,482,515.18

  Dividend payable

  Other accounts payable                                                388,998,958.39                              394,687,837.29

  Reinsurance premiums payable

  Insurance contract reserves

  Payables     for     acting    trading   of
securities

  Payables for acting underwriting of
securities

  Liabilities held for sale

  Non-current liabilities due within 1
                                                                        332,577,223.56                              331,482,489.72
year

  Other current liabilities

Total current liabilities                                             2,024,950,826.75                            1,655,131,239.28

Non-current liabilities:

  Long-term borrowings                                                  602,100,246.02                              814,213,536.85

  Bonds payable

  Long-term payables                                                     11,220,732.10                               10,749,885.53

  Specific payables

  Estimated liabilities

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities                                           613,320,978.12                              824,963,422.38

Total liabilities                                                     2,638,271,804.87                            2,480,094,661.66

Owners’     equity      (or    shareholders’
equity)

  Paid-up capital (or share capital)                                  1,011,660,000.00                            1,011,660,000.00

  Capital reserves                                                      978,244,910.11                              978,244,858.10

  Less: Treasury stock

  Specific reserves

  Surplus reserves                                                         4,974,391.15                                4,974,391.15

  Provisions for general risks

  Retained profits                                                       -83,881,356.31                            -140,886,134.13



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                  Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  Foreign exchange difference                                              8,926,380.37                               9,354,020.21

Total equity attributable to owners of
                                                                    1,919,924,325.32                             1,863,347,135.33
the Company

  Minority interests                                                 -128,483,300.47                              -128,342,500.32

Total owners’ (or shareholders’) equity                           1,791,441,024.85                             1,735,004,635.01

Total   liabilities     and   owners’   (or
                                                                    4,429,712,829.72                             4,215,099,296.67
shareholders’) equity


Legal representative: Zhou Jianguo                                         Person-in-charge of the accounting work: Tang Xiaoping


Chief of the accounting division: Qiao Yanjun


2. Balance sheet of the Company

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

                      Item                              Closing balance                             Opening balance

Current Assets:

  Monetary funds                                                      261,575,670.48                               362,953,152.47

  Financial assets measured at fair
value and of which changes are
recorded into current gains and losses

  Notes receivable

  Accounts receivable                                                      4,089,995.55                               4,359,289.23

  Accounts paid in advance                                                15,034,473.59

  Interest receivable

  Dividend receivable

  Other accounts receivable                                           623,668,364.83                               669,806,773.71

  Inventories                                                       1,603,444,982.06                             1,830,603,734.72

  Assets held for sale

  Non-current assets due within 1 year

  Other current assets

Total current assets                                                2,507,813,486.51                             2,867,722,950.13

Non-current assets:

  Available-for-sale financial assets                                     12,000,000.00                             12,000,000.00

  Held-to-maturity investments

  Long-term accounts receivable



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                 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  Long-term equity investment                                        316,371,367.19                              316,371,367.19

  Investing property                                                 394,003,367.70                              407,900,089.95

  Fixed assets                                                        32,185,296.93                               34,263,366.14

  Construction in progress

  Engineering materials

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                                                     1,124,966.82                                1,406,066.79

  R&D expense

  Goodwill

  Long-term deferred expenses                                              90,528.30                                 132,925.95

  Deferred income tax assets                                            3,230,636.28                                3,230,636.28

  Other non-current assets

Total of non-current assets                                          759,006,163.22                              775,304,452.30

Total assets                                                       3,266,819,649.73                            3,643,027,402.43

Current liabilities:

  Short-term borrowings

  Financial liabilities measured at fair
value and of which changes are
recorded into current gains and losses

  Notes payable

  Accounts payable                                                   263,098,534.72                              393,715,301.47

  Accounts received in advance                                        88,821,427.00                               82,398,193.00

  Employee’s compensation payable                                      6,626,084.91                              11,614,479.62

  Tax payable                                                         38,525,293.47                              149,643,182.39

  Interest payable                                                    16,535,277.94                               18,094,154.07

  Dividend payable

  Other accounts payable                                             390,806,786.65                              648,978,988.66

  Liabilities held for sale

  Non-current liabilities due within 1
                                                                     332,577,223.56                              331,482,489.72
year

  Other current liabilities

Total current liabilities                                          1,136,990,628.25                            1,635,926,788.93

Non-current liabilities:


                                                                                                                               15
                    Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  Long-term borrowings                                                  369,110,893.79                              581,224,184.62

  Bonds payable

  Long-term payables

  Specific payables

  Estimated liabilities

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities                                           369,110,893.79                              581,224,184.62

Total liabilities                                                     1,506,101,522.04                            2,217,150,973.55

Owners’      equity      (or     shareholders’
equity)

  Paid-up capital (or share capital)                                  1,011,660,000.00                            1,011,660,000.00

  Capital reserves                                                      978,244,910.11                              978,244,858.10

  Less: Treasury stock

  Specific reserves

  Surplus reserves

  Provisions for general risks

  Retained profits                                                     -229,186,782.42                             -564,028,429.22

  Foreign exchange difference

Total owners’ (or shareholders’) equity                             1,760,718,127.69                            1,425,876,428.88

Total     liabilities     and    owners’   (or
                                                                      3,266,819,649.73                            3,643,027,402.43
shareholders’) equity


Legal representative: Zhou Jianguo                                          Person-in-charge of the accounting work: Tang Xiaoping


Chief of the accounting division: Qiao Yanjun


3. Consolidated income statement for the reporting period

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

                        Item                              Jul.-Sept. 2014                             Jul.-Sept. 2013

I. Total operating revenues                                             294,764,542.65                              154,286,475.60

  Including: Sales income                                               294,764,542.65                              154,286,475.60

          Interest income

          Premium income

          Handling             charge       and


                                                                                                                                     16
                 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


commission income

II. Total operating cost                                             263,086,697.00                              151,445,351.40

  Including: Cost of sales                                           217,656,389.50                              121,135,903.01

        Interest expenses

        Handling           charge         and
commission expenses

        Surrenders

        Net claims paid

        Net amount withdrawn for the
insurance contract reserve

        Expenditure on policy dividends

        Reinsurance premium

        Taxes and associate charges                                   20,896,532.69                               10,752,288.56

       Selling and distribution expenses                                6,697,574.40                                5,012,467.40

       Administrative expenses                                        13,758,229.46                               15,731,770.77

       Financial expenses                                               4,077,970.95                               -1,187,078.34

        Asset impairment loss

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

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

        Including: share of profits in
associates and joint ventures

        Foreign exchange gains (“-”
means loss)

III. Business profit (“-” means loss)                               31,677,845.65                                 2,841,124.20

  Add: non-operating income                                              877,366.54                                 3,007,255.65

  Less: non-operating expense                                            123,494.58                                    83,072.36

        Including: loss from non-current
                                                                           69,706.34                                   65,147.31
asset disposal

IV. Total profit (“-” means loss)                                   32,431,717.61                                 5,765,307.49

  Less: Income tax expense                                            10,122,592.97                                 2,195,533.09

V. Net profit (“-” means loss)                                      22,309,124.64                                 3,569,774.40

  Including: Net profit achieved by
combined         parties     before       the
combinations



                                                                                                                               17
                 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  Attributable       to    owners      of   the
                                                                         22,272,401.09                                 3,528,324.44
Company

  Minority shareholders’ income                                            36,723.55                                    41,449.96

VI. Earnings per share                                        --                                           --

  (I) Basic earnings per share                                                 0.0220                                       0.0035

  (II) Diluted earnings per share                                              0.0220                                       0.0035

Ⅶ. Other comprehensive incomes                                             12,633.15                                    -21,787.53

Including:       Other           comprehensive
incomes      items        that     cannot   be
                                                                                52.01
reclassified as gains and losses in the
subsequent accounting periods

  Other comprehensive incomes items
that will be reclassified as gains and
losses in the subsequent accounting                                         12,581.14                                    -21,787.53
periods as relevant requirements are
met

Ⅷ. Total comprehensive incomes                                          22,321,757.79                                 3,547,986.87

  Attributable       to    owners      of   the
                                                                         22,281,259.90                                 3,548,637.90
Company

  Attributable to minority shareholders                                     40,497.89                                      -651.03


Legal representative: Zhou Jianguo                                        Person-in-charge of the accounting work: Tang Xiaoping


Chief of the accounting division: Qiao Yanjun


4. Income statement of the Company for the reporting period

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

                     Item                              Jul.-Sept. 2014                              Jul.-Sept. 2013

I. Total sales                                                       143,701,538.75                                   12,317,621.10

  Less: cost of sales                                                    86,278,882.95                                 5,313,615.63

      Business taxes and surcharges                                      12,697,752.01                                 2,265,397.22

      Distribution expenses                                               2,712,503.22                                 3,473,100.44

      Administrative expenses                                             6,237,553.37                                 7,823,257.94

      Financial costs                                                     4,199,253.76                                  -961,752.67

      Impairment loss

  Add: gain/(loss) from change in fair



                                                                                                                                   18
                 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


value (“-” means loss)

      Gain/(loss) from investment (“-”
                                                                     270,609,041.96
means loss)

      Including: income form investment
on associates and joint ventures

II. Business profit (“-” means loss)                               302,184,635.40                                  -5,595,997.46

  Add: non-business income                                                799,903.67                                   540,000.00

  Less: non-business expense                                               20,000.00                                    20,000.00

      Including: loss from non-current
                                                                                                                             0.00
asset disposal

III. Total profit (“-” means loss)                                 302,964,539.07                                  -5,075,997.46

  Less: income tax expense                                               8,082,746.31

IV. Net profit (“-” means loss)                                    294,881,792.76                                  -5,075,997.46

V. Earnings per share                                         --                                          --

  (I) Basic earnings per share

  (II) Diluted earnings per share

VI. Other comprehensive income                                                 52.01                                         0.00

Including:       Other          comprehensive
incomes       items      that     cannot   be
                                                                               52.01
reclassified as gains and losses in the
subsequent accounting periods

  Other comprehensive incomes items
that will be reclassified as gains and
losses in the subsequent accounting
periods as relevant requirements are
met

VII. Total comprehensive income                                      294,881,844.77                                  -5,075,997.46


Legal representative: Zhou Jianguo                                       Person-in-charge of the accounting work: Tang Xiaoping


Chief of the accounting division: Qiao Yanjun


5. Consolidated income statement for Jan.-Sept. 2014

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

                      Item                             Jan.-Sept. 2014                             Jan.-Sept. 2013

I. Total operating revenues                                          867,838,901.96                              474,974,336.20




                                                                                                                                  19
                  Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


  Including: Sales income                                             867,838,901.96                              474,974,336.20

        Interest income

        Premium income

        Handling charge and commission
income

II. Total operating cost                                              786,452,412.86                              456,474,970.22

  Including: Cost of sales                                            650,464,153.20                              367,842,905.73

        Interest expenses

        Handling charge and commission
expenses

        Surrenders

        Net claims paid

        Net amount withdrawn for the
insurance contract reserve

        Expenditure on policy dividends

        Reinsurance premium

        Taxes and associate charges                                    61,785,122.95                               35,287,444.46

        Selling and distribution expenses                              20,943,800.69                               11,892,013.30

        Administrative expenses                                        39,354,958.66                               43,214,713.06

        Financial expenses                                             13,904,377.36                                -1,762,106.33

        Asset impairment loss

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

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

        Including: share of profits in
associates and joint ventures

        Foreign exchange gains (“-” means
loss)

III. Business profit (“-” means loss)                                81,386,489.10                               18,499,365.98

  Add: non-operating income                                              1,374,647.24                                6,532,696.24

  Less: non-operating expense                                             243,681.86                                  178,836.68

        Including: loss from non-current
                                                                            70,996.24                                   71,659.29
asset disposal

IV. Total profit (“-” means loss)                                    82,517,454.48                               24,853,225.54

  Less: Income tax expense                                             25,455,598.08                                 8,215,293.36



                                                                                                                                20
                 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


V. Net profit (“-” means loss)                                         57,061,856.40                                16,637,932.18

  Including: Net profit achieved by
combined         parties         before     the
combinations

  Attributable       to    owners      of   the
                                                                         57,004,777.82                                16,578,664.81
Company

  Minority shareholders’ income                                            57,078.58                                    59,267.37

VI. Earnings per share                                        --                                           --

  (I) Basic earnings per share                                                 0.0563                                       0.0164

  (II) Diluted earnings per share                                              0.0563                                       0.0164

Ⅶ. Other comprehensive incomes                                            -625,466.56                                 1,766,105.83

Including:       Other           comprehensive
incomes      items        that     cannot   be
                                                                                52.01
reclassified as gains and losses in the
subsequent accounting periods

  Other comprehensive incomes items
that will be reclassified as gains and
losses in the subsequent accounting                                        -625,518.57                                 1,766,105.83
periods as relevant requirements are
met

Ⅷ. Total comprehensive incomes                                          56,436,389.84                                18,404,038.01

  Attributable       to    owners      of   the
                                                                         56,577,189.99                                17,814,952.12
Company

  Attributable to minority shareholders                                    -140,800.15                                  589,085.89


Legal representative: Zhou Jianguo                                        Person-in-charge of the accounting work: Tang Xiaoping


Chief of the accounting division: Qiao Yanjun


6. Income statement of the Company for Jan.-Sept. 2014

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

                     Item                              Jan.-Sept. 2014                              Jan.-Sept. 2013

I. Total sales                                                       408,194,207.74                                   37,606,463.46

  Less: cost of sales                                                247,382,934.77                                   16,369,664.47

      Business taxes and surcharges                                      36,337,053.68                                 7,234,494.54

      Distribution expenses                                               8,357,742.10                                 7,616,779.02

      Administrative expenses                                            18,390,128.88                                21,027,724.93


                                                                                                                                   21
                 Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


      Financial costs                                                 12,606,169.86                                  153,816.04

      Impairment loss

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

      Gain/(loss) from investment (“-”
                                                                     270,609,041.96
means loss)

      Including: income form investment
on associates and joint ventures

II. Business profit (“-” means loss)                               355,729,220.41                               -14,796,015.54

  Add: non-business income                                               803,903.67                                  602,002.01

  Less: non-business expense                                               59,000.00                                   45,644.48

      Including: loss from non-current
                                                                                                                        4,644.48
asset disposal

III. Total profit (“-” means loss)                                 356,474,124.08                               -14,239,658.01

  Less: income tax expense                                            21,632,477.28

IV. Net profit (“-” means loss)                                    334,841,646.80                               -14,239,658.01

V. Earnings per share                                         --                                          --

  (I) Basic earnings per share

  (II) Diluted earnings per share

VI. Other comprehensive income                                                 52.01

Including:       Other          comprehensive
incomes       items      that     cannot   be
                                                                               52.01
reclassified as gains and losses in the
subsequent accounting periods

  Other comprehensive incomes items
that will be reclassified as gains and
losses in the subsequent accounting
periods as relevant requirements are
met

VII. Total comprehensive income                                      334,841,698.81                               -14,239,658.01


Legal representative: Zhou Jianguo                                      Person-in-charge of the accounting work: Tang Xiaoping


Chief of the accounting division: Qiao Yanjun


7. Consolidated cash flow statement for Jan.-Sept. 2014

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


                                                                                                                                 22
                   Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


                      Item                               Jan.-Sept. 2014                             Jan.-Sept. 2013

I. Cash flows from operating activities:

  Cash       received        from    sale     of
                                                                     1,467,104,637.92                            1,483,769,682.66
commodities and rendering of service

  Net      increase     of    deposits      from
customers and dues from banks

  Net increase of loans from the central
bank

  Net increase of funds borrowed from
other financial institutions

  Cash received from premium of
original insurance contracts

  Net cash received from reinsurance
business

  Net increase of deposits of policy
holders and investment fund

  Net increase of disposal of tradable
financial assets

  Cash received from interest, handling
charges and commissions

  Net        increase        of     intra-group
borrowings

  Net increase of funds in repurchase
business

  Tax refunds received

  Other cash received relating to
                                                                           83,259,803.11                           106,617,272.26
operating activities

Subtotal of cash inflows from operating
                                                                     1,550,364,441.03                            1,590,386,954.92
activities

  Cash paid for goods and services                                     840,413,440.43                            1,300,977,015.14

  Net increase of customer lendings
and advances

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

  Cash for paying claims of the original
insurance contracts

  Cash for paying interest, handling


                                                                                                                                 23
                      Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


charges and commissions

   Cash for paying policy dividends

   Cash paid to and for employees                                          98,540,292.61                               94,193,239.01

   Various taxes paid                                                     265,840,422.79                               98,805,138.07

   Other cash payment relating to
                                                                          107,776,929.70                              108,723,806.95
operating activities

Subtotal        of     cash    outflows       from
                                                                        1,312,571,085.53                            1,602,699,199.17
operating activities

Net cash flows from operating activities                                  237,793,355.50                               -12,312,244.25

II. Cash flows from investing activities:

   Cash received from withdrawal of
investments

   Cash       received        from   return    on
investments

   Net cash received from disposal of
fixed assets, intangible assets and other                                        7,436.00                                7,524,637.46
long-term assets

   Net cash received from disposal of
subsidiaries or other business units

   Other cash received relating to
investing activities

Subtotal of cash inflows from investing
                                                                                 7,436.00                                7,524,637.46
activities

   Cash paid to acquire fixed assets,
intangible assets and other long-term                                        1,141,098.00                                2,868,316.09
assets

   Cash paid for investment

   Net increase of pledged loans

   Net cash paid to acquire subsidiaries
and other business units

   Other cash payments relating to
investing activities

Subtotal        of     cash    outflows       from
                                                                             1,141,098.00                                2,868,316.09
investing activities

Net cash flows from investing activities                                    -1,133,662.00                                4,656,321.37

III.     Cash        Flows    from     Financing
Activities:

       Cash      received       from      capital


                                                                                                                                    24
                    Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


contributions

    Including:      Cash     received   from
minority shareholder investments by
subsidiaries

    Cash received from borrowings                                           25,000,000.00                            292,989,352.23

    Cash received from issuance of
bonds

    Other cash received relating to
                                                                                   52.01                                 25,000,000.00
financing activities

Subtotal of cash inflows from financing
                                                                            25,000,052.01                            317,989,352.23
activities

    Repayment of borrowings                                             231,018,556.99                               370,316,902.32

    Cash paid for interest expenses and
                                                                            55,880,136.69                                58,321,427.21
distribution of dividends or profit

     Including: dividends or profit paid
by subsidiaries to minority shareholders

     Other cash payments relating to
financing activities

Sub-total      of    cash    outflows   from
                                                                        286,898,693.68                               428,638,329.53
financing activities

Net cash flows from financing activities                               -261,898,641.67                              -110,648,977.30

IV. Effect of foreign exchange rate
                                                                               70,175.96                                   -311,776.15
changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                         -25,168,772.21                             -118,616,676.33
equivalents

     Add: Opening balance of cash and
                                                                        519,284,372.44                               463,713,702.77
cash equivalents

VI. Closing balance of cash and cash
                                                                        494,115,600.23                               345,097,026.44
equivalents


Legal representative: Zhou Jianguo                                           Person-in-charge of the accounting work: Tang Xiaoping


Chief of the accounting division: Qiao Yanjun


8. Cash flow statement of the Company for Jan.-Sept. 2014

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

                      Item                                Jan.-Sept. 2014                              Jan.-Sept. 2013



                                                                                                                                      25
                   Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


I. Cash flows from operating activities:

  Cash       received      from    sale      of
                                                                       411,093,154.04                              898,487,340.22
commodities and rendering of service

  Tax refunds received

  Other cash received relating to
                                                                        99,596,412.49                               85,583,854.13
operating activities

Subtotal of cash inflows from operating
                                                                       510,689,566.53                              984,071,194.35
activities

  Cash paid for goods and services                                     149,793,173.90                              468,167,038.09

  Cash paid to and for employees                                        27,955,272.52                               27,082,382.25

  Various taxes paid                                                   172,072,058.31                               36,863,142.63

  Other cash payment relating to
                                                                          8,008,255.14                             244,001,605.68
operating activities

Subtotal      of   cash    outflows        from
                                                                       357,828,759.87                              776,114,168.65
operating activities

Net cash flows from operating activities                               152,860,806.66                              207,957,025.70

II. Cash flows from investing activities:

  Cash received from retraction of
investments

  Cash       received     from    return    on
investments

  Net cash received from disposal of
fixed assets, intangible assets and other
long-term assets

  Net cash received from disposal of
subsidiaries or other business units

  Other cash received relating to
investing activities

Subtotal of cash inflows from investing
activities

  Cash paid to acquire fixed assets,
intangible assets and other long-term                                      816,296.00                                 2,067,052.09
assets

  Cash paid for investment                                                                                          30,000,000.00

  Net cash paid to acquire subsidiaries
                                                                                                                              0.00
and other business units

  Other cash payments relating to
                                                                                                                              0.00
investing activities


                                                                                                                                 26
                      Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


Subtotal        of     cash   outflows     from
                                                                              816,296.00                               32,067,052.09
investing activities

Net cash flows from investing activities                                      -816,296.00                              -32,067,052.09

III.     Cash        Flows    from    Financing
Activities:

       Cash      received      from       capital
contributions

       Cash received from borrowings                                                                                  240,000,000.00

       Cash received from issuance of
bonds

       Other cash received relating to
                                                                                    52.01                              25,000,000.00
financing activities

Subtotal of cash inflows from financing
                                                                                    52.01                             265,000,000.00
activities

       Repayment of borrowings                                            211,018,556.99                              344,316,902.32

       Cash paid for interest expenses and
                                                                           42,403,589.79                               46,553,882.32
distribution of dividends or profit

   Other cash payments relating to
financing activities

Sub-total       of     cash    outflows    from
                                                                          253,422,146.78                              390,870,784.64
financing activities

Net cash flows from financing activities                                 -253,422,094.77                             -125,870,784.64

IV. Effect of foreign exchange rate
                                                                                   102.12                                     -477.47
changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                         -101,377,481.99                               50,018,711.50
equivalents

        Add: Opening balance of cash and
                                                                          362,953,152.47                              190,825,250.83
cash equivalents

VI. Closing balance of cash and cash
                                                                          261,575,670.48                              240,843,962.33
equivalents


Legal representative: Zhou Jianguo                                           Person-in-charge of the accounting work: Tang Xiaoping


Chief of the accounting division: Qiao Yanjun


II. Audit report

Is this report audited?
□ Yes √ No



                                                                                                                                      27
                Report for the Third Quarter of 2014 of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.


This report is not audited.




                                                                                                                              28