The First Quarterly Report 2009 1 Stock Code: 000029 Short Form of Stock: SHENSHENFANG A Notice No.: 2009-11 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO., LTD. The First Quarterly Report 2009 §1. Important Notes 1.1 The Board of Directors, the Supervisory Committee, as well as directors, supervisors and senior executives of SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (hereinafter referred to as the Company) warrant that this report does not contain any false or misleading statements or omit any material facts and all information set forth herein are true, accurate and complete. 1.2 The first quarterly financial report has not been audited. 1.3 Zhou Jianguo, person in charge of the Company, Guo Hongzhuang, person in charge of accounting, and Chen Jincai, person in charge of the accounting organ hereby confirm that the Financial Report enclosed in the Annual Report is true and complete. The First Quarterly Report is written in both English and Chinese. In case of any discrepancy between the two versions, Chinese version prevails. §2 Company Profile 2.1 Main accounting data and financial indicators Unit: RMB As at 31 Mar. 2009 As at 31 Dec. 2008 Increase/decrease (%) Total assets 2,140,417,583.01 2,265,656,678.91 -5.53% Owner’s equity attributable to parent company 1,209,188,666.11 1,208,288,874.76 0.07% Share capital 1,011,660,000.00 1,011,660,000.00 0.00% Net assets per share attributable to owners of parent company 1.195 1.194 0.08% Jan.-Mar. 2009 Jan.-Mar. 2008 Increase/decrease (%) Gross revenue 143,070,019.93 148,367,906.67 -3.57% Net profit attributable to owners of parent company 851,717.83 2,064,119.19 -58.74% Net cash flow arising from operating activities -29,201,597.35 -32,327,873.42 9.67% Net cash flow per share arising from operating activities -0.029 -0.032 9.38% Basic earnings per share 0.0008 0.0020 -60.00% Diluted earnings per share 0.0008 0.0020 -60.00% Return on equity 0.07% 0.18% -0.11% Return on equity after deducting extraordinary gains and losses 0.07% 0.18% -0.11% Items of extraordinary gains and losses Amount from the year-begin to the end of reporting period Profit or loss from change in fair value by holding tradable financial assets 59,467.00 Non-operating income and expense -37,315.26 Amount influenced by income tax 6,012.48The First Quarterly Report 2009 2 Total 28,164.22 Explanation on items of extraordinary gains and losses: None 2.2 Total number of shareholders as at the end of reporting period and shares held by the top ten shareholders not subject to trading moratorium Unit: Share Total number of shareholders as at the end of reporting period 102,502 Shares held by the top ten shareholders holding shares not subject to trading moratorium Name of shareholder (full name) Number of shares not subject to trading moratorium Type of share SHENZHEN INVESTMENT HOLDINGS CO., LTD. 655,800,149 RMB common shares CHEN ZHENG ZHONG 3,471,272 RMB common shares ZHOU YU PING 2,152,100 RMB common shares LI GANG 905,417 RMB common shares CHU KOON YUK 720,000 Domestically listed foreign shares CHEN KANG LIANG 686,417 Domestically listed foreign shares HU YAN FEN 604,100 Domestically listed foreign shares ORE BURNS (AUSTRALIA) PTY.LIMITED 600,000 Domestically listed foreign shares ZHU ZHI KAI 544,100 RMB common shares PAN HUI ZHEN 503,220 RMB common shares §3 Significant Events 3.1 Particulars about large-margin change in item of the main accounting statement and financial index, as well as the reason √Applicable □Inapplicable 1. Sale expense is RMB 2559300, up by 51.61% year-on-year, which was mainly due to taxes and charges for handling certificates for Guangzhou Huangpu Project; 2. Financial expense is RMB 3829300, a drop of 46.31% over the same period of last year, which was mainly because that the exchange rate change remained stable, resulting in decrease of exchange losses; 3. Net profit attributable to owners of parent company is RMB 851,700, down by 58.74% than that of last year, which caused by reduction of operating income, as well as increase sales tax and extra charges. 3.2 Progress of the significant events and its effects, as well as explanation on solutions analysis □Applicable √Inapplicable 3.3 Fulfillment of commitments made by the Company, shareholders and the actual controller □Applicable √Inapplicable 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from the beginning of the year to the end of the next reporting period compared with the same period of last year according to prediction, as well as the reasons □Applicable √InapplicableThe First Quarterly Report 2009 3 3.5 Other significant events 3.5.1 Stock investment √Applicable □Inapplicable Unit: RMB Yuan No. Stock variety Stock code Short form of Stock Initial investment Shares held Book value at period-end Proportion of total securities investment at period-end (%) Profits and losses in reporting period 1 Tradable A share 601939 CHINA CONSTRUCTIO N BANK 58,050.00 9,000.00 38,700.00 18.27% -19,350.00 2 Tradable A share 601857 PETROCHINA 50,100.00 3,000.00 34,230.00 16.16% -15,870.00 3 Tradable A share 601328 BANK OF COMMUNICATI ONS 31,600.00 4,000.00 25,720.00 12.14% -5,880.00 4 Tradable A share 601088 CHINA SHENHUA 36,990.00 1,000.00 20,700.00 9.77% -16,290.00 5 Tradable A share 002165 HONGBAOLI 6,045.00 750.00 15,855.00 7.49% 9,810.00 6 Tradable A share 601169 BANK OF BEIJING 12,500.00 1,000.00 11,890.00 5.61% -610.00 7 Tradable A share 601168 WESTERN MINING 13,480.00 1,000.00 11,770.00 5.56% -1,710.00 8 Tradable A share 002128 OPENCUT COAL INDUSTRY 4,900.00 650.00 9,925.50 4.69% 5,025.50 9 Tradable A share 601998 CITIC BANK 11,600.00 2,000.00 9,560.00 4.51% -2,040.00 10 Tradable A share 601898 CHINA COAL ENERGY 16,830.00 1,000.00 8,680.00 4.10% -8,150.00 Other stock investment at term end 24,010.00 - 24,765.00 11.69% 755.00 Profit and loss from selling stock investment - - - - 6,625.24 Total 266,105.00 - 211,795.50 100% -47,684.26 Explanation on securities investment None 3.5.2 Statement on reception of investigations, communications and visits Date Reception site Way Reception object Topic discussed and information provided 12 Jan. 2009 Office Communication by telephone Individual investors Inquiring the projects of the Company without written materials 10 Feb. 2009 Office Communication by telephone Individual investors Inquiring the extraordinary shareholders’ general meeting of the Company without written materials 10 Mar.2009 Office Communication by telephone Individual investors Inquiring the disclosure date of the Company’s annual report and financial status without written materialsThe First Quarterly Report 2009 4 20 Mar.2009 Office Communication by telephone Individual investors Inquiring the releasing from trading moratorium of the firs principal shareholder of the Company without written materials 3.5.3 Other significant events □Applicable √Inapplicable §4 Appendix 4.1 Balance Sheet Prepared by SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd 31 Mar. 2009 Unit: RMB Yuan Amount at the period-end Amount at the period-begin Total Consolidation Parent company Consolidation Parent company Current assets Cash and cash equivalents 231,010,861.28 100,426,543.24 328,413,393.57 188,891,010.32 Settlement fund Outgoing call loan Trading financial assets 211,795.50 211,795.50 189,488.50 189,488.50 Notes receivable Accounts receivable 13,915,763.33 7,368,906.53 14,937,238.37 7,598,911.50 Prepayment 22,557,440.49 525,169.88 24,332,129.12 478,423.65 Insurance receivables Reinsurance Receivable Provision of reinsurance contract reserve receivable Interests receivable Other receivables 49,688,949.37 640,781,242.49 44,004,157.29 607,212,015.51 Financial assets purchased under agreement to resell Inventories 923,567,416.02 174,561,959.31 945,592,254.25 181,274,439.65 Non-current assets due within 1-year Other current assets Total current assets 1,240,952,225.99 923,875,616.95 1,357,468,661.10 985,644,289.13 Non-current assets: Loan and payment on other's behalf disbursed Available-for-sale financial assets Investment held to maturity Long-term receivables Long-term equity investment 92,830,359.32 302,909,360.35 92,830,359.32 302,909,360.35 Investment property 711,818,076.50 634,896,435.50 719,025,078.32 641,638,730.03 Fixed assets 69,475,641.78 41,146,371.20 70,894,484.45 41,729,025.52 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assetsThe First Quarterly Report 2009 5 Intangible assets 6,102,665.00 6,430,760.00 R&D expenses Goodwill Long-term deferred expenses 758,625.60 527,346.90 Deferred tax assets 18,479,988.82 4,235,725.42 18,479,988.82 4,235,725.42 Other non-current assets Total non-current assets 899,465,357.02 983,187,892.47 908,188,017.81 990,512,841.32 Total assets 2,140,417,583.01 1,907,063,509.42 2,265,656,678.91 1,976,157,130.45 Current liabilities: Short-term loans 59,200,000.00 59,200,000.00 Loans from central bank Deposits received and hold for others Call loan received Held-for-trading financial liabilities Notes payable Accounts payable 189,192,656.41 26,826,053.90 230,446,779.80 32,708,884.80 Advance from customers 119,144,759.32 7,005,891.92 130,134,521.89 5,211,019.92 Financial assets sold under agreements to repurchase Fees and commissions payable Payroll payable 21,895,858.44 10,282,165.69 25,202,232.34 10,720,641.23 Taxes payable -2,673,515.91 4,660,432.92 2,251,929.90 4,250,387.71 Interests payable 7,888,053.54 7,888,053.54 7,888,053.54 7,888,053.54 Other payables 259,985,856.86 357,664,372.68 262,914,117.22 355,621,239.01 Amount due to reinsurance Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liabilities due within 1-year 10,461,764.71 10,461,764.71 10,461,764.71 10,461,764.71 Other current liabilities Total current liabilities: 605,895,433.37 424,788,735.36 728,499,399.40 486,061,990.92 Non-current liabilities: Long-term loans 326,696,210.73 240,796,210.73 330,343,020.83 243,543,020.83 Bonds payable Long-term payables 7,612,577.91 7,490,170.24 Specific payables Provision for liabilities 2,196,714.08 2,196,714.08 2,196,714.08 2,196,714.08 Deferred taxes liabilities Other non-current liabilities Total non-current liabilities: 336,505,502.72 242,992,924.81 340,029,905.15 245,739,734.91 Total liabilities 942,400,936.09 667,781,660.17 1,068,529,304.55 731,801,725.83 Shareholders' Equity: Share capital 1,011,660,000.00 1,011,660,000.00 1,011,660,000.00 1,011,660,000.00 Capital surplus 978,244,858.10 978,244,858.10 978,244,858.10 978,244,858.10The First Quarterly Report 2009 6 Less:Treasury Stock Surplus reserve 118,910,686.94 113,936,295.79 118,910,686.94 113,936,295.79 General risk provision Retained earnings -914,659,740.44 -864,559,304.64 -915,511,458.27 -859,485,749.27 Foreign exchange difference 15,032,861.51 14,984,787.99 Total shareholders' equity attributable to holding company 1,209,188,666.11 1,239,281,849.25 1,208,288,874.76 1,244,355,404.62 Minority interest -11,172,019.19 -11,161,500.40 Total shareholder's equity 1,198,016,646.92 1,239,281,849.25 1,197,127,374.36 1,244,355,404.62 Total liabilities & shareholder's equity 2,140,417,583.01 1,907,063,509.42 2,265,656,678.91 1,976,157,130.45 4.2 Income Statement as of report period Prepared by SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd 31 Mar. 2009 Unit: RMB Yuan This report period Same period of last year Items Consolidation Parent company Consolidation Parent company I. Total revenue 143,070,019.93 26,905,916.22 148,367,906.67 15,726,044.03 Including: revenue 143,070,019.93 26,905,916.22 148,367,906.67 15,726,044.03 Interests income Insurance fee income Fee and commission income II. Total cost of sales 139,460,138.12 32,024,463.07 141,367,004.52 35,176,676.97 Including: Cost of sales 104,728,020.92 16,371,003.71 107,262,384.03 11,055,543.73 Interests expenses Service charge and commission income Insurance discharge payment Claim expenses-net Provision for insurance contract reserve-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 12,550,939.93 4,800,169.49 9,672,645.57 3,019,745.01 Distribution expenses 2,559,295.38 417,576.30 1,688,027.20 481,964.95 Administrative expenses 15,792,585.23 7,836,581.77 15,611,141.31 7,064,208.02 Financial costs 3,829,296.66 2,599,131.80 7,132,806.41 13,555,215.26 Impairment loss Plus: gain/loss on change in fair value (“-”for loss) 59,467.00 59,467.00 -235,090.00 -235,090.00 gain/loss on investment(“-”for loss) 6,625.24 6,625.24 Including: income from investment on associates and jointly ventures Gain or loss on foreign exchange difference (“-”for loss) III. Operating profit(“-”for loss) 3,675,974.05 -5,052,454.61 6,765,812.15 -19,685,722.94The First Quarterly Report 2009 7 Plus: non-operating income 692.40 2,993.06 Less: non-operating expense 38,007.66 39.04 82,636.22 Including: loss from disposal of non-current asset IV. Total profit(“-”for loss) 3,638,658.79 -5,052,493.65 6,686,168.99 -19,685,722.94 Less: income tax expense 2,797,459.75 21,061.72 4,639,404.32 V. Net profit(“-”for loss) 841,199.04 -5,073,555.37 2,046,764.67 -19,685,722.94 Including: Attributable to equity holders of the parent company 851,717.83 2,064,119.19 -19,685,722.94 Minority interest -10,518.79 -17,354.520 VI. Earnings per share (I) basic earnings per share 0.0008 0.0020 (II) diluted earnings per share 0.0008 0.0020 4.3 Cash Flow Statement from Jan. to Mar. 2009 Prepared by SHENZHEN Special Economic Zone Real Estate & Properties (Group) Co., Ltd Jan.-Mar. 2009 Unit: RMB Yuan This report period Same period of last year Items Consolidation Parent company Consolidation Parent company 1. Cash flows from operating activities Cash received from sales of goods or rending of services 127,327,673.68 28,659,931.94 110,922,332.23 23,351,575.66 Net increase of deposits received and held for others Net increase of loans from central bank Net increase of inter-bank loans from other financial assets Cash received against original insurance contract Net Cash received from reinsurance Net increase of client deposit and investment Cash received from disposal of held-for-trading financial assets Cash received as Interests, fees and commissions received Net increase of inter-bank fund received Cash received under repurchasing, net Tax returned Other cash received from operating activities 14,790,428.57 2,507,757.08 23,853,494.09 16,253,356.75 Sub-total of cash inflow from operating activities 142,118,102.25 31,167,689.02 134,775,826.32 39,604,932.41 Cash paid for goods and services 98,745,362.69 7,131,562.05 90,181,421.08 7,618,367.59 Net increase of loans and advancesThe First Quarterly Report 2009 8 Net increase of deposit in central bank, banks and other financial institutions Cash paid for original contract claim Cash paid for interests, fees and commission Cash paid for policy dividend Cash paid to and for employees 20,183,232.23 6,947,225.78 21,459,026.79 8,698,423.46 Cash paid for all types of taxes 17,019,000.75 4,275,406.85 17,870,970.48 7,194,423.09 Other cash paid relating to operating activities 35,372,103.93 34,952,794.94 37,592,281.39 22,158,962.16 Sub-total of cash outflows 171,319,699.60 53,306,989.62 167,103,699.74 45,670,176.30 Net cash outflow in operating activities -29,201,597.35 -22,139,300.60 -32,327,873.42 -6,065,243.89 2. Cash Flows from Investing Activities Cash received from return of investments 37,160.00 37,160.00 31,850,000.00 Cash received from investment income 6,625.24 6,625.24 723,822.66 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 18,487.00 Net cash received from disposal of subsidiaries and other operating units Other cash received relating to investing activities 2,179.07 Sub-total of cash inflows of investing activities 45,964.31 43,785.24 18,487.00 Cash paid for acquisition of fixed assets, intangible assets and other long-term assets 107,447.00 37,150.00 75,797.00 7,379.00 Cash paid for acquisition of investments Net increase of pledge loans Net cash paid for acquisition of subsidiaries and other operating units Other cash paid relating to investing activities 44,070.00 44,070.00 Sub-total of cash outflows of investing activities 107,447.00 37,150.00 119,867.00 51,449.00 Net cash inflow from investing activities -61,482.69 6,635.24 -101,380.00 -51,449.00 3. Cash Flows from Financing Activities: Cash received from investment Including: Cash received from minority shareholders of subsidiariesThe First Quarterly Report 2009 9 Cash received from borrowings 70,150,000.00 70,000,000.00 Cash received from bonds issuing Cash received relating to financing activities Sub-total of cash inflows of financing activities 70,150,000.00 70,000,000.00 Cash paid for repayments of borrowings 62,846,810.10 61,946,810.10 49,586,224.78 49,586,224.78 Cash paid for dividends, profit distribution or interest 5,276,956.46 4,384,966.46 4,934,243.14 6,028,919.01 Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities 21,981.14 21,981.14 Sub-total of cash outflows of financing activities 68,123,766.56 66,331,776.56 54,520,467.92 55,615,143.79 Net cash inflow from financing activities -68,123,766.56 -66,331,776.56 15,629,532.08 14,384,856.21 4. Effect of foreign exchange rate changes -15,685.69 -25.16 -982,405.88 -74,476.04 5. Net decrease in cash and cash equivalents -97,402,532.29 -88,464,467.08 -17,782,127.22 8,193,687.28 Add : Cash and cash equivalents at the beginning of the year 328,413,393.57 188,891,010.32 451,915,145.77 219,453,189.28 6. Cash and cash equivalents at the end of the year 231,010,861.28 100,426,543.24 434,133,018.55 227,646,876.56 4.5 Auditor’s report Auditor’s opinion: un-audited Board of Directors of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd 21 Apr. 2009