Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Stock Abbr.: *STGS Stock Code: 200056 Announcement No.: 2012-51 Shenzhen International Enterprise Co., Ltd. Abstract of the 2012 Semi-Annual Report I. Important Notes The Board of Directors, the Supervisory Committee, as well as directors, supervisors and senior executives of Shenzhen International Enterprise Co., Ltd. (hereinafter referred to as “the Company”) warrant that this report does not contain any false information, misleading statement or material omission and will take individual and/or joint liabilities for the factuality, accuracy and completeness of this report. All directors attended the board session for reviewing this report. The semi-annual financial report has not been audited by a CPAs firm. Zheng Kanghao, the principal of the Company, Chen Xiaohai, the principal of the accounting work, and Xu Xiaoyun, the principal of the accounting organ (the person-in-charge of accounting), hereby ensure that the financial statements enclosed in this report are factual and complete. [English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail.] II. Company Profile (I)Basic information A-share abbreviation *STGS A-share code 000056 Stock exchange listed with Shenzhen Stock Exchange Company Secretary Securities Affairs Representative Name Cao Jian Wu Xiaoshuang 6/F, Huanggang Business Center, No. 2028 Huanggang Business Center, No. 2028 Contact address Jintian Road, Futian District, Shenzhen, Jintian Road, Futian District, Shenzhen, PRC PRC Tel. (0755)82281888 (0755)82535565 Fax (0755)82566573 (0755)82566573 cj000056@21cn.com zhaiwu2006@21cn.com E-mail (II)Financial highlights 1. Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? √ Yes □ No 31 Dec. 2011 Increase/decrease (%) 30 Jun. 2012 Before adjustment After adjustment After adjustment Total assets (RMB Yuan) 1,711,777,392.37 1,537,761,372.58 1,545,337,848.28 10.77% 1 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Owners’ equity attributable to shareholders of the Company (RMB -17,879,024.12 -84,350,914.14 -79,115,509.33 Yuan) Share capital (share) 220,901,184.00 220,901,184 220,901,184.00 Net assets per share attributable to shareholders of the Company (RMB -0.0809 -0.38 -0.36 Yuan/share) Liability/asset ratio(%) 117.93% 123.99% 123.5% Jan.-Jun. 2011 Increase/decrease (%) Major accounting data Jan.-Jun. 2012 Before adjustment After adjustment After adjustment Gross operating revenues (RMB 33,927,324.83 6,482,200.61 6,482,200.61 423.39% Yuan) Operating profit (RMB Yuan) 62,008,494.68 -21,111,728.17 -21,111,728.17 Total profit (RMB Yuan) 62,602,092.73 -20,656,273.71 -20,656,273.71 Net profit attributable to shareholders of the Company (RMB 67,663,758.14 -15,518,392.05 -15,518,392.05 Yuan) Net profit attributable to shareholders of the Company after -23,275,148.05 -15,814,437.44 -15,814,437.44 deducting non-recurring gains and losses (RMB Yuan) Basic EPS (RMB Yuan/share) 0.306 -0.07 -0.07 Diluted EPS (RMB Yuan/share) 0.306 -0.07 -0.07 Weighted average ROE (%) -33.34% -33.34% Weighted average ROE after deducting non-recurring gains and -33.97% -33.97% losses (%) Net cash flow from operating -91,931,077.98 -69,614,199.80 -69,614,199.80 activities (RMB Yuan) Net cash flow per share from operating activities (RMB -0.416 -0.32 -0.32 Yuan/share) Notes to major accounting data and financial indexes before the end of the reporting period (Please give notes if there is any retrospective adjustment): According to the resolution made at the 3rd Special Shareholders’ General Meeting for 2012, in the accounting policy of the Company, the subsequent measurement method for investing properties was changed from the cost method to the fair value method. According to the Accounting Standards for Business Enterprises, the financial statements as at 31 Dec. 2011 should be retrospectively adjusted due to this change of the accounting policy. Because the investing property in progress—Wongtee IA Shopping Mall—was not completed yet, it was still measured at the cost method before it reached the expected usable condition. Except for the mall, influence of fair value changes of leased-out buildings as investing properties should be retrospectively adjusted due to this change of the accounting policy. 2. Items of non-recurring gains and losses √Applicable □Inapplicable Items Jan.-Jun. 2012 (RMB Yuan) Notes Gains and losses on disposal of non-current assets 103,675,861.68 Tax rebate, reduction or exemption due to un-authorized approval or the lack of formal approval documents Government grants recognized in the current year, except for those acquired in the ordinary course of business or granted at certain quotas or amounts according to the country’s unified standards 2 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Capital occupation fees received from non-financial enterprises that are included in current gains and losses Gains generated when the investment costs of the Company’s acquiring subsidiaries, associates and joint ventures are less than the fair value of identifiable net assets in the investees attributable to the Company in the acquisition of the investments Exchange gains and losses of non-monetary assets Gains and losses through entrusting others to invest or manage assets Various asset impairment provisions due to acts of God such as natural disasters Gains and losses on debt restructuring Enterprise reorganization expenses, such as expenses on employee settlement and integration Gains and losses on the parts exceeding the fair value when prices of transactions become unfair Net current gains and losses from the period-begin to the combination date of subsidiaries due to business combinations under the same control Gains and losses on contingent matters which are irrelevant to the normal operation of the Company Gains and losses on fair value changes of transactional financial assets and liabilities, and investment gains on disposal of transactional financial assets and liabilities and available-for-sale financial assets, except for the effective hedging business related to the Company’s normal operation Reversal of impairment provisions for accounts receivable which are separately tested for impairment signs Gains and losses on entrustment loans from external parties Gains and losses on fair value changes of investing properties for which the fair value method is adopted for -149,546.00 subsequent measurement Current gain and loss effect due to a just-for-once adjustment to current gains and losses according to requirements of taxation and accounting laws and regulations Custodian fee income from entrusted operations with the Company Other non-operating incomes and expenses besides the -654.50 items above Other gain and loss items that meet the definition of non-recurring gains and losses Minority interests effects -12,586,754.99 Income tax effects Total 90,938,906.19 -- 3. Net profit and net asset differences between financial reports disclosed according to the international and Chinese accounting standards respectively □Applicable √Inapplicable 3 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. 4. Net profit and net asset differences between financial reports disclosed according to the overseas and Chinese accounting standards respectively □Applicable √Inapplicable III. Changes in Share Capital and Particulars about Shareholders (I)Changes in share capital √Applicable □Inapplicable Before the change Increase/decrease (+, -) After the change Capitalizat Issuance ion of Proportion Bonus Proportio Number of new public Others Subtotal Number (%) shares n (%) shares reserve fund I. Shares subject to trading 340,431 0.15% 0 0 0 0 0 340,431 0.15% moratorium 1. State-owned shares 0 0% 0 0% 2. State-owned legal 0 0% 0 0% person shares 3. Other domestic shares 0 0% 0 0% Including: Shares held by 0 0% 0 0% domestic legal persons Shares held by 0 0% 0 0% domestic individuals 4. Shares held by overseas 0 0% 0 0% shareholders Including: Shares held by 0 0% 0 0% overseas legal persons Shares held by 0 0% 0 0% overseas individuals 5. Shares held by senior 340,431 0.15% 340,431 0.15% management staff II. Shares not subject to 220,560,7 220,560,7 99.85% 0 0 0 0 0 99.85% trading moratorium 53 53 1. Ordinary shares 119,212,9 119,212,9 53.97% 53.97% denominated in RMB 92 92 2. Domestically listed 101,347,7 101,347,7 45.88% 45.88% foreign shares 61 61 3. Overseas listed foreign 0 0% 0 0% shares 4. Others 0 0% 0 0% 220,901,1 220,901,1 III. Total shares 100% 0 0 0 0 0 100% 84.00 84.00 (II)Shares held by the top ten holders of tradable shares/shares not subject to trading moratorium Shares held by the top ten shareholders and the top ten shareholders holding tradable shares 4 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Total number of shareholders 13,961 Particulars about shares held by the top ten shareholders Sharehold Pledged or frozen shares Number of Name of shareholder (full Nature of ing Total shares held at non-tradable Number of name) shareholder percentag the period-end shares held Status of shares shares e (%) MULTI PROFIT ASIA Foreign PACIFIC INVESTMENT 13.7% 30,264,192 0 In pledge 30,000,000 corporation LTD SHENZHEN SPECIAL ECONOMIC ZONE State-owned 9.06% 20,010,772 0 DEVELOPMENT corporation (GROUP) CO., LTD. UOB INVESTMENT Foreign 7.03% 15,528,941 0 (CHINA) LIMITED corporation Foreign natural ZHONG ZHIQIANG 3.72% 8,215,594 0 person GUOYUAN SECURITIES Foreign 3.46% 7,637,130 0 (HK) CO., LTD. corporation SHENZHEN WONGTEE Domestic REAL ESTATE non-state-owned 2.31% 5,106,702 0 INVESTMENT CO., LTD. corporation GUOTAI JUNAN Foreign SECURITIES(HONGKON 1.01% 2,229,808 0 corporation G) LIMITED Domestic natural CHEN SHU 0.97% 2,149,327 0 person Domestic natural ZENG HAIXING 0.97% 2,148,715 0 person SHANGHAI HONG KONG Foreign WANGUO SECURITIES 0.89% 1,970,878 0 corporation CO., LTD. Particulars about shares held by the top ten shareholders holding tradable shares Number of tradable shares Type and number of shares Name of shareholder held Type Number MULTI PROFIT ASIA PACIFIC 30,264,192 B-share 30,264,192 INVESTMENT LTD SHENZHEN SPECIAL ECONOMIC ZONE 20,010,772 A-share 20,010,772 DEVELOPMENT (GROUP) CO., LTD. UOB INVESTMENT (CHINA) LIMITED 15,528,941 B-share 15,528,941 ZHONG ZHIQIANG 8,215,594 B-share 8,215,594 GUOYUAN SECURITIES (HK) CO., LTD. 7,637,130 B-share 7,637,130 SHENZHEN WONGTEE REAL ESTATE 5,106,702 A-share 5,106,702 INVESTMENT CO., LTD. GUOTAI JUNAN SECURITIES(HONGKONG) 2,229,808 B-share 2,229,808 LIMITED CHEN SHU 2,149,327 B-share 2,149,327 ZENG HAIXING 2,148,715 B-share 2,148,715 SHANGHAI HONG KONG WANGUO 1,970,878 B-share 1,970,878 SECURITIES CO., LTD. Inquired by the Company with letter, there was no related relationship between Explanation on associated relationship or/and Multi Profit Asia Pacific and Shenzhen Wongtee Real Estate Investment Co., Ltd. persons acting in concert among the In the meanwhile, actual controlling holder of Multi Profit Asia Pacific, Mr. above-mentioned shareholders Zheng Kanghao personally holds 571,511 shares of B shares (as at 30 Jun. 2012). SDG and other shareholders in the above table are not related parties. Other than 5 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. that, it is unknown whether there were other related relations or action-in-concert regulated in Administrative Measures for Takeover of Listed Companies among the above shareholders. (III)Change of the controlling shareholder and the actual controller □Applicable √Inapplicable IV. Particulars about Directors, Supervisors and Senior Management (I)Shareholding changes of directors, supervisors and senior management Number of Number of Of which: Number of Number of shares shares Number of number of stock options Reason for Name Office title shares held at increased in decreased in shares held at restricted held at change period-begin reporting reporting period-end shares held period-end period period Shareholding Zheng increase in Chairman 453,909 117,602 0 571,511 340,431 0 Kanghao the secondary market V. Report of the Board of Directors (I)Main business lines classified by industries and products Unit: RMB Yuan Main business lines classified by industries Increase/decrease Increase/decrease Increase/decrease of operating of gross profit of operating cost Operating Gross profit rate revenue rate compared Industry Operating cost compared with revenue (%) compared with with the same the same period the same period period last year last year (%) last year (%) (%) Real estate 27,156,978.00 29,083,411.56 -7.09% Property 6,696,746.83 4,734,753.18 29.3% 7.79% -20.6% 25.22% management (II)Main business lines classified by regions Unit: RMB Yuan Increase/decrease compared with the same Region Operating revenue period last year (%) Shenzhen 33,853,724.83 463.72% 6 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. (III)Reasons for any significant change in main business and its structure □Applicable √Inapplicable (IV)Reasons of significant changes in profitability of main business (gross profit rate) compared with that in the last year □Applicable √Inapplicable (V)Analysis on reasons of significant changes in profit breakdown compared with the last year √Applicable □Inapplicable In the reporting period, the Company and its owned subsidiaries respectively sold the equity of Shenzhen International Enterprise Business Administration Co., Ltd. and Shenzhen Longgang International Enterprise Co., Ltd. at a total price of RMB 120 million, which brought large investment profit. (VI)Particulars about utilization of the raised funds 1. Utilization of the raised funds □Applicable √Inapplicable 2. Change of projects invested with raised funds □Applicable √Inapplicable (VII)Revision of the Board of Directors’ business plan for the second half of the year √Applicable □Inapplicable The Wongtee Plaza was originally planned to put into trial-operation in Aug 2012. Due to the new amending requirements proposed by Shenzhen Government for the design plan of the south elevation of the project, together with more weathers of typhoon and thunderstorm in Shenzhen in the 2nd half year, the dates of project completion and trial-operation are expected to be delayed as compared with the original plan. However, the Company will try to start trial-operation before the end of 2012. (VIII)Business performance estimate for Jan.-Sept. 2012 Warnings of estimated 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, as well as the reasons □Applicable √Inapplicable (IX)Explanation of the Board of Directors on “Non-standard Auditing Report” issued by the CPA firm for the reporting period □Applicable √Inapplicable 7 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. (X)Explanation of the Board of Directors on changes and solutions of the issues involved in the “Non-standard Auditing Report” issued by the CPA firm for last year √Applicable □Inapplicable On 18 Apr 2012, China Audit International Certified Public Accountants LTD. issued audit report with emphasized paragraphs for items and qualified opinion for Y2011. Statement of the Board for change and handling of concerned items is listed below: (1) Qualified item: Shops of staffs are classified as the Company’s historical problems, which will be positively processed by the Board. Management of the Company organized a focused tem to positively communicate and process the issue with staffs who subscribed shops at that time. Besides, the Company has sued to the court regarding the item of shop subscription by some staffs, and some subscribers have sued Rongfa Company. (For details, please refer to VII (III) Significant Events of Litigation and Arbitration) (2) Emphasized item Problems regarding sustainable operating capability of the Company: ①Operating condition of the Company will be substantially improved after the opening of Wongtee Plaza. ②In Mar 2012, the Company borrowed a new loan of RMB 0.2 billion, which provided capital guarantee for company operation and project construction. With the progress of the project, the Company is expected to further increase financing and improve liability structure, so as to meet the development need of the Company’s core projects. ③In 2012, the Company would intensify the efforts of cash realization of forests, and has turned standing timbers covering 6,000 mu area into cash. ④In order to liquidize assets, the Company and its owned subsidiary, Rongfa Company, respectively sold the equity of Shenzhen International Enterprise Business Administration Co., Ltd. and Shenzhen Longgang International Enterprise Co., Ltd. at a total price of RMB 120 million, which provided a certain amount of cash flow for company operation. VI. Significant Events (I)Purchase, sales and reorganization of assets 1. Purchase of assets □Applicable √Inapplicable Notes to purchase of assets: 2. Sale of assets √Applicable □Inapplicable Net profit Relations Ratio of hip contribute Whether Whether the net between d by the or not the or not the profit the asset ownershi creditor’s Transacti Gain/loss contribute transactio from the Related-p p of the right and on price on sale d to the n party Transacti Asset Date of period-be arty Pricing asset liabilities (RMB (RMB Company and the on party sold sale gin to the transactio principle involved involved Ten Ten by the Company date of n or not has been have been thousand) thousand) asset sale (applicabl sale fully fully to the e for (RMB transferre transferre total related-pa Ten d d profit (%) rty thousand) transactio 8 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. ns) Total equity of Shenzhen Internatio nal Enterprise Business Administr Shenzhen ation Co., Leanju Ltd. and Property May Market equity 12,000 -0.364 10,308.16 No Yes Yes 134.61% Develop 11,2012 Pricing owned by ment Co., Rongfa Ltd. Company in Shenzhen Longgang Internatio nal Enterprise Co., Ltd. Explanation on sale of asset In order to liquidize assets, focus resources to get core projects of the Company well done, strengthen main businesses of the Company, as well as solve the cash flow problem of the Company, on 11 May 2012, the Company convened the Annual Shareholders General Meeting of Y2011, which reviewed and approved the Proposal on the Sale of Total Equity of Shenzhen International Enterprise Business Administration Co., Ltd. and Equity Owned by Rongfa Company in Shenzhen Longgang International Enterprise Co., Ltd. The Company and its owned subsidiary, Rongfa Company, have separately signed the Agreement of Equity Transfer with the equity transferee, Shenzhen Leanju Property Development Co., Ltd. (hereinafter referred to as Leanju Company), transferring 100% equity owned by the Company in Shenzhen International Enterprise Business Administration Co., Ltd. and 25% equity owned by Rongfa Company in Shenzhen Longgang International Enterprise Co., Ltd. (hereinafter referred to as Longgang International Enterprise) with a total transfer amount of RMB 120 million. As at the end of the reporting period, the Company and Rongfa Company had fully received a sum of RMB 109 million for equity transfer. Leanju Company would pay the rest amount for equity transfer according to payment progress agreed in the Agreement of Equity Transfer. 3. Progress of these events after the publication of the assets reorganization report or public notices on the purchases or sales of assets, as well as the influences of these events on the operation results and financial status of the Company in this reporting period □Applicable √Inapplicable (II)Guarantee events √Applicable □Inapplicable Unit: RMB Ten thousand Guarantees provided by the Company for external parties (excluding those for subsidiaries) Disclosure Guarante Actual date of Actual e for a Amount for occurrence date Type of Period of Executed Guaranteed party relevant guarantee related guarantee (date of guarantee guarantee or not announcem amount party or agreement) ent not 9 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Until the borrowing property Sale guarantee for 20 Apr. 722.09 1 Dec. 1999 722.09 Warranty owner No No Rongfa Company 2012 repays the full amount of the loan Until the borrowing Sale guarantee for property 20 Apr. Huizhou Rongfa 610.12 1 May 2004 610.12 Warranty owner No No 2012 Company repays the full amount of the loan Total external guarantee line Total actual occurred amount approved during the reporting 0 of external guarantee during 0 period (A1) the reporting period (A2) Total external guarantee line that Total actual external guarantee has been approved at the end of 1,332.21 balance at the end of the 1,332.21 the reporting period (A3) reporting period (A4) Guarantees provided by the Company for its subsidiaries Disclosure Guarante Actual date of Actual e for a Amount for occurrence date Type of Period of Executed Guaranteed party relevant guarantee related guarantee (date of guarantee guarantee or not announcem amount party or agreement) ent not Shenzhen Rongfa 4 Jun. 2011 120,000 2 Jul. 2011 Mortgage 10 years No No Investment Co., Ltd. Total guarantee line approved for Total actual occurred amount the subsidiaries during the of guarantee for the reporting period 0 0 subsidiaries during the (B1) reporting period (B2) Total guarantee line that has been Total actual guarantee balance approved for the subsidiaries at 49,000 for the subsidiaries at the end 49,000 the end of the reporting period of the reporting period (B4) (B3) Total guarantee amount provided by the Company (total of the above-mentioned two kinds of guarantees) Total guarantee line approved Total actual occurred amount during the reporting period 0 of guarantee during the 0 (A1+B1) reporting period (A2+B2) Total guarantee line that has been approved at the end of the Total actual guarantee balance reporting period 50,332.21 at the end of the reporting 50,332.21 period (A4+B4) (A3+B3) Proportion of total guarantee amount (A4+B4) to the net assets of the Company Of which: Amount of guarantee for shareholders, actual controller and 0 related parties (C) Amount of debt guarantee provided for the guaranteed party whose asset-liability ratio is not less than 70% directly or 50,332.21 indirectly (D) Part of the amount of the total guarantee over 50% of net assets 0 (E) Total amount of the above three guarantees (C+D+E) 50,332.21 Explanation on possible bearing joint responsibility of liquidation due to immature guarantee Explanation on provision of guarantees for external parties in 10 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. violation of the prescribed procedure (III)Non-operating credits and liabilities with related parties Was there any non-operating credit or liability with any related party? √ Yes □ No Unit: RMB Ten thousand Funds provided by the Company for related Funds provided by related parties for the Related party parties Company Incurred amount Balance Incurred amount Balance ZHENG KANGHAO 108.49 SHENZHEN WONGTEE REAL 1,100 ESTATE GROUP CO., LTD. POWERLANDHOLDINGLIMITED 699.96 Total 1,908.45 Of which, the funds provided by the Company for the controlling shareholder and its subsidiaries stood at RMB 0 for the reporting period, with the balance being RMB 0. (IV)Significant lawsuits and arbitrations √Applicable □Inapplicable (1) The case on contract dispute between Shenzhen Zhongtie Property Co., Ltd. (hereinafter referred as “Zhongtie Property”) and Shenzhen Rongfa Investment Co., Ltd. (hereinafter called “Rongfa Company”): Overview of the case: On 17 Feb. 2009, Rongfa Company and Zhongtie Property signed a Property Management Agreement on the Shopping Mall Project in Futian CBD. Due to the company’s overall planning and position for the project, it required to release the contract with Rongfa Company in 2010. Zhongtie Property sued to Shenzhen Futian District People’s Court on 15 Dec. 2010, appealing Rongfa Company to pay the penalty as RMB 5 million and other losses as RMB 8,658,315.88. Progress of the case: the Company received a Judgment Letter for the first instance from Shenzhen Futian District People’s Court in Oct. 2011, sentencing it to pay a penal sum of RMB 4 million to Zhongtie Property. And the Company has raised the appeal, which is under the trial for the second instance. (2) The case on equity transfer dispute between Malaysia Foh Chong & Sons SDN.BHD. (hereinafter referred as “Foh Chong Company”, which sued the Company) and the Company: Overview of the case: according to the statement of complaint from Foh Chong Company, Foh Chong Company (the plaintiff) and the Company (defendant) signed Equity Transfer Contract with Shenzhen Rongfa Investment Co., Ltd. on 31 May 2001, Foh Chong Company transferred its 10% equity of Shenzhen Rongfa Investment Co., Ltd. to the Company with the transfer price as RMB 20.6 million. However, after the contract taking into effect, the Company didn’t pay the equity transfer payment. In Aug. 2011, the Company received the charging document from Shenzhen Intermediate People’s Court by Foh Chong Company, Foh Chong Company required that: (1) sentencing the defendant to pay it the principal, interest and overdue penalty totaling RMB 37,077,645.55 to the plaintiff; (2) sentencing the defendant to undertake all the losses caused by non-fulfillment of its legal obligation and the RMB 37,077,645.55 costs as well as other expenses related with the case. Progress of the case: the Company received a Judgment Letter for the first instance from Shenzhen Intermediate People’s Court at the end of Mar. 2012, sentencing the Company to pay the principal of RMB 20.6 million, interest and overdue penalty within 10 days since the judgment coming into effect (the interest was based on the principal of RMB 20.6 million and at the loan interest rate of the People’s Bank of China calculated from 1 Jun. 2001 to 31 Dec. 2009; and the overdue penalty was calculated by 0.3‰ of the total accounts payable per day from 1 Jan. 2010 to the payment date decided by the judgment.) (For details, please refer to the Company’s announcements about significant litigation published on www.cninfo.com.cn, Securities Times, and Hong Kong Ta Kung Pao on 4 Apr 2012) 11 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. The Company has raised an appeal to the Higher People’s Court of Guangdong Province for the case, which is under the trial for the second instance. (III) The case on dispute for guarantee obligation recovery between the Company and Shum Kong Industry & Trade Co., Ltd. (hereinafter referred as Shum Kong Industry & Trade): Overview of the case: On 27 Sep. 1999, Shum Kong Industry & Trade gained a loan of RMB 10 million from Shennan East Road Branch of Shenzhen Development Bank, for which the Company provided the joint guarantee. After the expiry date of the Loan Contract, Shum Kong Industry & Trade only paid part of the interest, which still owed the principal sum and part of interest for the bank. On 30 Dec. 2002, the Company undertook the joint obligation in accordance with the (2002) SZFJYC Zi No. 5 document of Civil Mediation Paper from Shenzhen Intermediate People's Court, and paid the principal sum and remained interest for Shum Kong Industry & Trade. On 26 Mar. 2003, the Company applied to Shenzhen Intermediate People's Court for compulsory execution of the (2002) SZFJYC Zi No. 5 document of Civil Mediation Paper, requiring to recover the security of RMB 13,583,873.68 paid in advance from Shum Kong Industry & Trade. The case was executed by Intermediate Court of Guangzhou Railway Transport with the case number: (2005) GTZFZ Zi No. 59. On 16 Jun. 2009, the Company had sent the application for joining in the distribution to Shenzhen Intermediate People's Court and Intermediate Court of Guangzhou Railway Transport, requiring joining in the distribution for sales income of about RMB 18 million from the land of Shum Kong Industry & Trade with land No. T102-0001. Progress of the case: Under the auspices of Shenzhen Intermediate People's Court, the Company made friendly negotiation with other creditors sealing up the land of Shum Kong Industry & Trade, and reached an agreement on the account for selling the sealed-up land, the Company could receive RMB 2,651,149.33 from it. And the Company has received RMB 2,646,498.19 of the account for selling the sealed-up land (after deducting the paid executive expenses) in Mar. 2012. (4) The case on equity transfer dispute between Shenzhen Rongfa Investment Co., Ltd. and Shenzhen Yahaoyuan Investment Co., Ltd. (hereinafter referred as “Yahaoyuan”): Overview of the case: For the case of equity transfer dispute between Rongfa Company and Shenzhen Yahaoyuan Investment Co., Ltd., Rongfa Company sued to Shenzhen Longgang People’s Court in Oct. 2011. Progress of the case: In Feb. 2012, Rongfa Company received the Civil Judgment Letter [(2011) SLFMEC Zi No. 4549] from Shenzhen Longgang People’s Court, and the court believed that the evidence provided by the plaintiff couldn’t prove the land, which is agreed in the three contracts between the plaintiff and the defendant, is the No. G10205-0267 land required to be returned the land use right to the plaintiff by the defendant. Therefore, the plaintiff should undertake the negative result for vague agreement in the contract. The court judged for the first instance to reject the appeal of the plaintiff. And the case’s acceptance fee of RMB 171,800 should be undertaken by the plaintiff. (For details please refer to the announcements on significant lawsuits disclosed in Securities Times, Hong Kong Ta Kung Pao and http://www.cninfo.com.cn on 26 Oct. 2011 and 22 Feb. 2012 respectively). The Company has raised an appeal for the case, which is under the trial for the second instance. (5) The case on shop subscription from staffs Overview of the case: To properly settle the event of internal subscription from staffs for shops in Wongtee International Enterprise Shopping Plaza (For details about the event of internal subscription, please refer to X. Other significant events in the Notes to 2011 Annual Report of the Company.), Rongfa Company sued 3 people, including Chen XX, Song XX, and Li XX, to Shenzhen Futian District People’s Court in Aug. 2011. Progress of the case: In Jul. 2012, Rongfa Company received a Civil Judgment Letter for the first instance from Shenzhen Futian District People’s Court regarding Shenzhen Rongfa Investment Co., Ltd.’s separate prosecution for contract dispute on commodity properties subscription of 3 people (including Chen XX, etc.). The judgment result for the case in which Rongfa Company sued Chen XX and Li XX is listed below: ① The Paper of Internal Subscription signed by the plaintiff and defendants for Shops in IA Mall is legal and effective;② The fulfillment of subscription paper signed by the plaintiff and defendants should be terminated; ③ Other claims from the plaintiff are rejected; ④ Other counterclaims from the defendants are rejected. The judgment result for the case in which Rongfa Company sued Song XX to confirm the internal subscription relation between the plaintiff and the defendant as invalid is as the following: The claim from the plaintiff, Shenzhen Rongfa Investment Co., Ltd., is rejected. The Company intended to raise an appeal. In addition, Rongfa Company successively received the litigation documents, including the Notice of Responding to Action and the Notice of Adducting Evidence, related to the case in which other 7 people (including Yang XX, 12 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. etc.) sued Rongfa Company to Shenzhen Futian District People’s Court regarding the event of internal subscription of shops. They required the court to decree Rongfa Company to deliver shops to the plaintiffs immediately and undertake the lawsuit charge. The aforesaid case is under the trial for the first instance. (For details, please refer to the Company’s announcements on significant litigation published on http://www.cninfo.com.cn, Securities Times, and Hong Kong Ta Kung Pao on 5 Jul. 2012) (V) Other significant events as well as analysis and explanations on their impact and solutions □Applicable √Inapplicable 1. Securities investment □Applicable √Inapplicable Notes to securities investment: 2. Holding equity of other listed companies □Applicable √Inapplicable Notes to holding equity of other listed companies: 3. Capital occupation during the reporting period and debt-clearing progress □Applicable √Inapplicable The accountability plan put forward by the Board of Directors when the Company had not completed collecting the capital occupied for non-operating purposes by the end of the reporting period □Applicable √Inapplicable 4. Fulfillment of commitments Commitments made by the Company, its directors, supervisors, senior management, shareholders holding more than 5% shares of the Company, actual controller or any other relevant party in this reporting period, or such commitments carried down into this reporting period √Applicable □Inapplicable Commitment Commitment maker Contents Execution Commitments made in a share reform The obligor for information disclosure shall not reduce the shares of Multi Profit Asia Pacific Investment Ltd. Commitments made in an acquisition held by the obligor from this Zheng Kanghao In strict execution report or report on equity changes acquisition or reduce the shares of SZIEC indirectly held by the obligor from this acquisition within the future 60 months. Commitments made in an asset exchange 13 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Commitments made in share issuance Other commitments made to minority shareholders 5. Pre-plan of the Board of Directors for profit distribution or turning capital reserves into share capital □Applicable √Inapplicable 6. Items of other comprehensive income Unit: RMB Yuan Items Jan.-Jun. 2012 Jan.-Jun. 2011 1. Profits/(losses) from available-for-sale financial assets Less: Effects on income tax generating from available-for-sale financial assets Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 2. Interests in the investee entities’ other comprehensive income as per equity method Less: Effects on income tax generating from the interests in the investee entities’ other comprehensive income as per equity method Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 3. Profits/(losses) from cash flow hedging instrument Less: Effects on income tax generating from cash flow hedging instrument Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period The adjustment value that is the converted initial recognition amount of arbitrage project Subtotal 4. Converted amount of foreign currency financial statements Less: Net value of disposal of oversea operations that recognized into current profit and loss Subtotal 5. Other Less: Effects on income tax generating from the others that included into other comprehensive income Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal Total 0 0 (VI)Particulars about researches, visits and interviews received in this reporting period Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company 6/F, Huanggang The Company’s operation 4 May 2012 Field research Individual Shareholder Business Center and project progress 6/F, Huanggang The Company’s operation 25 May 2012 Field research Individual Shareholder Business Center and project progress 6/F, Huanggang The Company’s operation 20 Jun. 2012 Field research Individual Shareholder Business Center and project progress 14 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. VII. Financial Report (I)Audit opinion Has this interim report been audited? □ Yes √ No (II)Financial statements Consolidated statements or not? √ Yes □ No 1. Consolidated balance sheet Prepared by Shenzhen International Enterprise Co., Ltd. Unit: RMB Yuan Item Note 30 Jun. 2012 31 Dec. 2011 Current Assets: Monetary funds 124,655,446.69 19,989,682.85 Settlement reserves Intra-group lendings Transactional financial assets Notes receivable Accounts receivable 21,509,528.20 515,018.36 Accounts paid in advance 22,943,278.12 16,772,527.40 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 4,428,723.68 6,160,436.94 Financial assets purchased under agreements to resell Inventories 1,469,856,794.69 1,405,632,415.91 Non-current assets due within 1 year Other current assets 1,050,000.00 Total current assets 1,643,393,771.38 1,450,120,081.46 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 5,699,905.49 5,699,905.49 Investing property 8,524,532.00 8,674,078.00 Fixed assets 51,359,230.73 52,552,621.28 15 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 97,633.20 25,413,328.71 R&D expense Goodwill Long-term deferred expenses 2,702,319.57 2,877,833.34 Deferred income tax assets Other non-current assets Total of non-current assets 68,383,620.99 95,217,766.82 Total assets 1,711,777,392.37 1,545,337,848.28 Current liabilities: Short-term borrowings Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable 0.00 0.00 Accounts payable 20,654,562.23 76,992,945.52 Accounts received in advance 9,045,080.51 1,243,980.07 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation 3,216,768.71 9,635,793.00 payable Tax payable 3,869,926.44 5,384,922.31 Interest payable 4,351,444.44 3,640,635.05 Dividend payable 5,127,701.36 5,127,701.36 Other accounts payable 160,961,513.06 174,760,938.23 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 13,000,000.00 314,000,000.00 1 year Other current liabilities Total current liabilities 220,226,996.75 590,786,915.54 Non-current liabilities: Long-term borrowings 1,709,670,000.00 1,228,850,000.00 Bonds payable Long-term payables Specific payables 16 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Estimated liabilities 86,817,813.72 86,813,170.64 Deferred income tax liabilities 1,861,187.29 1,894,118.92 Other non-current liabilities 148,725.29 148,725.29 Total non-current liabilities 1,798,497,726.30 1,317,706,014.85 Total liabilities 2,018,724,723.05 1,908,492,930.39 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 220,901,184.00 220,901,184.00 Capital reserves 65,888,074.13 72,315,347.06 Less: Treasury stock Specific reserves Surplus reserves 125,929,834.48 125,929,834.48 Provisions for general risks Retained profits -430,598,116.73 -498,261,874.87 Foreign exchange difference Total equity attributable to owners -17,879,024.12 -79,115,509.33 of the Company Minority interests -289,068,306.56 -284,039,572.78 Total owners’ (or shareholders’) -306,947,330.68 -363,155,082.11 equity Total liabilities and owners’ (or 1,711,777,392.37 1,545,337,848.28 shareholders’) equity Legal representative: Zheng Kanghao Person-in-charge of the accounting work: Chen Xiaohai Chief of the accounting division: Xu Xiaoyun 2. Balance sheet of the Company Unit: RMB Yuan Item Note 30 Jun. 2012 31 Dec. 2011 Current Assets: Monetary funds 266,860.58 119,729.05 Transactional financial assets Notes receivable Accounts receivable 18,000,000.00 Accounts paid in advance Interest receivable Dividend receivable Other accounts receivable 107,526,427.88 44,463,138.71 Inventories Non-current assets due within 1 year Other current assets Total current assets 125,793,288.46 44,582,867.76 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable 17 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Long-term equity investment 43,646,623.59 65,073,896.52 Investing property 6,740,865.00 6,885,080.00 Fixed assets 4,875,611.29 5,524,253.95 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets R&D expense Goodwill Long-term deferred expenses 657,333.34 657,333.34 Deferred income tax assets Other non-current assets Total of non-current assets 55,920,433.22 78,140,563.81 Total assets 181,713,721.68 122,723,431.57 Current liabilities: Short-term borrowings Transactional financial liabilities Notes payable Accounts payable Accounts received in advance 60,000.00 60,000.00 Employee’s compensation 1,507,522.08 4,945,706.86 payable Tax payable 4,223,818.63 4,227,138.69 Interest payable Dividend payable 5,127,701.36 5,127,701.36 Other accounts payable 55,654,658.96 62,152,881.86 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 66,573,701.03 76,513,428.77 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities 18,387,017.96 18,387,017.96 Deferred income tax liabilities 1,488,210.67 1,521,658.94 Other non-current liabilities Total non-current liabilities 19,875,228.63 19,908,676.90 Total liabilities 86,448,929.66 96,422,105.67 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 220,901,184.00 220,901,184.00 Capital reserves 58,524,171.66 64,951,444.59 Less: Treasury stock 18 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Specific reserves Surplus reserves 96,841,026.39 96,841,026.39 Retained profits -281,001,590.03 -356,392,329.08 Foreign exchange difference Total owners’ (or shareholders’) 95,264,792.02 26,301,325.90 equity Total liabilities and owners’ (or 181,713,721.68 122,723,431.57 shareholders’) equity 3. Consolidated income statement Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total operating revenues 33,927,324.83 6,482,200.61 Including: Sales income 33,927,324.83 6,482,200.61 Interest income Premium income Handling charge and commission income II. Total operating cost 74,850,893.28 27,593,928.78 Including: Cost of sales 33,945,931.43 6,816,911.34 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 1,860,002.40 380,097.83 Selling and distribution 11,602,352.79 expenses Administrative expenses 18,333,324.64 15,116,490.87 Financial expenses 8,864,069.65 5,142,446.26 Asset impairment loss 245,212.37 137,982.48 Add: Gain/(loss) from change in fair -149,546.00 value (“-” means loss) Gain/(loss) from investment 103,081,609.13 (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 62,008,494.68 -21,111,728.17 Add: non-operating income 1,480,534.58 504,910.00 Less: non-operating expense 886,936.53 49,455.54 Including: loss from non-current 877,995.93 asset disposal 19 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. IV. Total profit (“-” means loss) 62,602,092.73 -20,656,273.71 Less: Income tax expense -32,931.63 V. Net profit (“-” means loss) 62,635,024.36 -20,656,273.71 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the 67,663,758.14 -15,518,392.05 Company Minority shareholders’ income -5,028,733.78 -5,137,881.66 VI. Earnings per share -- -- (I) Basic earnings per share 0.306 -0.07 (II) Diluted earnings per share 0.306 -0.07 Ⅶ. Other comprehensive incomes Ⅷ. Total comprehensive incomes 62,635,024.36 -20,656,273.71 Attributable to owners of the 67,663,758.14 -15,518,392.05 Company Attributable to minority -5,028,733.78 -5,137,881.66 shareholders Where business mergers under the same control occurred in this report period, the net profit achieved by the merged parties before the business mergers was RMB 0. Legal representative: Zheng Kanghao Person-in-charge of the accounting work: Chen Xiaohai Chief of the accounting division: Xu Xiaoyun 4. Income statement of the Company Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total sales 33,600.00 34,271.10 Less: cost of sales 0.00 8,345.70 Business taxes and surcharges 1,884.96 1,851.36 Distribution expenses Administrative expenses 9,223,416.11 7,523,918.78 Financial costs -12,533,330.39 -10,353,542.25 Impairment loss 1,962,127.61 12,508,247.20 Add: gain/(loss) from change in fair -144,215.00 value (“-” means loss) Gain/(loss) from investment (“-” 75,000,000.00 means loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 76,235,286.71 -9,654,549.69 Add: non-business income 3,650.00 Less: non-business expense 877,995.93 5,883.88 Including: loss from non-current asset disposal III. Total profit (“-” means loss) 75,357,290.78 -9,656,783.57 Less: income tax expense -33,448.27 IV. Net profit (“-” means loss) 75,390,739.05 -9,656,783.57 20 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income VII. Total comprehensive income 75,390,739.05 -9,656,783.57 5. Consolidated cash flow statement Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of 38,961,808.12 11,046,772.54 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 96,120,915.55 30,447,863.13 operating activities Subtotal of cash inflows from operating 135,082,723.67 41,494,635.67 activities Cash paid for goods and services 95,029,835.42 74,059,575.03 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 29,303,899.64 12,803,130.49 Various taxes paid 4,894,102.10 2,193,105.67 Other cash payment relating to 97,785,964.49 22,053,024.28 operating activities 21 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Subtotal of cash outflows from 227,013,801.65 111,108,835.47 operating activities Net cash flows from operating activities -91,931,077.98 -69,614,199.80 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 2,350.00 long-term assets Net cash received from disposal of 99,000,000.00 subsidiaries or other business units Other cash received relating to 411.00 investing activities Subtotal of cash inflows from 99,000,000.00 2,761.00 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 682,004.02 1,341,213.58 assets Cash paid for investment 8,000,000.00 Net increase of pledged loans Net cash paid to acquire subsidiaries 7,200,000.00 and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 15,882,004.02 1,341,213.58 investing activities Net cash flows from investing activities 83,117,995.98 -1,338,452.58 III. Cash Flows from Financing Activities: Cash received from capital 8,000,000.00 contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 1,200,000,000.00 2,222,000,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 1,208,000,000.00 2,222,000,000.00 activities Repayment of borrowings 1,027,344,776.57 2,056,349,444.44 Cash paid for interest expenses and 59,422,210.92 70,546,890.32 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 7,754,166.67 6,526,710.00 financing activities Sub-total of cash outflows from 1,094,521,154.16 2,133,423,044.76 financing activities Net cash flows from financing activities 113,478,845.84 88,576,955.24 IV. Effect of foreign exchange rate 0.00 -916.69 22 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. changes on cash and cash equivalents V. Net increase in cash and cash 104,665,763.84 17,623,386.17 equivalents Add: Opening balance of cash and 19,989,682.85 153,356,391.84 cash equivalents VI. Closing balance of cash and cash 124,655,446.69 170,979,778.01 equivalents 6. Cash flow statement of the Company Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service Tax refunds received Other cash received relating to 28,923,233.77 26,913,139.76 operating activities Subtotal of cash inflows from operating 28,923,233.77 26,913,139.76 activities Cash paid for goods and services Cash paid to and for employees 7,721,957.67 4,540,865.14 Various taxes paid 1,257,451.76 723,193.79 Other cash payment relating to 86,752,680.31 21,022,072.23 operating activities Subtotal of cash outflows from 95,732,089.74 26,286,131.16 operating activities Net cash flows from operating activities -66,808,855.97 627,008.60 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 -3,135.00 2,350.00 long-term assets Net cash received from disposal of 72,000,000.00 subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from 71,996,865.00 2,350.00 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 40,777.50 572,030.00 assets Cash paid for investment Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 40,777.50 572,030.00 investing activities Net cash flows from investing activities 71,956,087.50 -569,680.00 23 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 0.00 0.00 activities Repayment of borrowings 5,000,100.00 Cash paid for interest expenses and distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from 5,000,100.00 0.00 financing activities Net cash flows from financing activities -5,000,100.00 0.00 IV. Effect of foreign exchange rate -896.18 changes on cash and cash equivalents V. Net increase in cash and cash 147,131.53 56,432.42 equivalents Add: Opening balance of cash and 119,729.05 360,786.67 cash equivalents VI. Closing balance of cash and cash 266,860.58 417,219.09 equivalents 7. Consolidated statement of changes in owners’ equity Reporting period Unit: RMB Yuan Reporting period Equity attributable to owners of the Company Paid-up Total Item Minority capital Less: General owners’ Capital Specific Surplus Retaine interests (or treasury risk Others equity reserve reserve reserve d profit share stock reserve capital) I. Balance at the end of the 220,901 72,315,3 125,929 -498,26 -284,039, -363,155,0 previous year ,184.00 47.06 ,834.48 1,874.87 572.78 82.11 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 220,901 72,315,3 125,929 -498,26 -284,039, -363,155,0 the year ,184.00 47.06 ,834.48 1,874.87 572.78 82.11 III. Increase/ decrease of -6,427,2 67,663,7 -5,028,73 56,207,751 amount in the year (“-” means 72.93 58.14 3.78 .43 decrease) 67,663,7 -5,028,73 62,635,024 (I) Net profit 58.14 3.78 .36 (II) Other comprehensive 24 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. incomes 67,663,7 -5,028,73 62,635,024 Subtotal of (I) and (II) 58.14 3.78 .36 (III) Capital paid in and -6,427,2 -6,427,272. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduced by owners 72.93 93 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity -6,427,2 -6,427,272. 3. Others 72.93 93 (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 220,901 65,888,0 125,929 -430,59 -289,068, -306,947,3 IV. Closing balance ,184.00 74.13 ,834.48 8,116.73 306.56 30.68 Last year Unit: RMB Yuan Last year Equity attributable to owners of the Company Paid-up Total Item Minority capital Less: General owners’ Capital Specific Surplus Retaine interests (or treasury risk Others equity reserve reserve reserve d profit share stock reserve capital) I. Balance at the end of the 220,901 72,315,3 125,929 -364,83 -204,357, -150,048,4 previous year ,184.00 47.06 ,834.48 7,764.72 096.15 95.33 Add: retrospective adjustments due to business combinations under the same control Add: change of accounting 5,235,40 446,951.9 5,682,356. 25 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. policy 4.81 7 78 Correction of errors in -14,884, -14,884,90 previous periods 902.73 2.73 Other II. Balance at the beginning of 220,901 72,315,3 125,929 -374,48 -203,910, -159,251,0 the year ,184.00 47.06 ,834.48 7,262.64 144.18 41.28 III. Increase/ decrease of -123,77 -80,129,4 -203,904,0 amount in the year (“-” means 4,612.23 28.60 40.83 decrease) -123,77 -80,129,4 -203,904,0 (I) Net profit 4,612.23 28.60 40.83 (II) Other comprehensive incomes -123,77 -80,129,4 -203,904,0 Subtotal of (I) and (II) 4,612.23 28.60 40.83 (III) Capital paid in and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 220,901 72,315,3 125,929 -498,26 -284,039, -363,155,0 IV. Closing balance ,184.00 47.06 ,834.48 1,874.87 572.78 82.11 8. Statement of changes in owners’ equity of the Company Reporting period Unit: RMB Yuan 26 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Reporting period Paid-up Item Less: General Total capital (or Capital Specific Surplus Retained treasury risk owners’ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 220,901,18 64,951,444 96,841,026 -356,392,3 26,301,325 previous year 4.00 .59 .39 29.08 .90 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 220,901,18 64,951,444 96,841,026 -356,392,3 26,301,325 the year 4.00 .59 .39 29.08 .90 III. Increase/ decrease of amount -6,427,272. 75,390,739 68,963,466 in the year (“-” means decrease) 93 .05 .12 75,390,739 75,390,739 (I) Net profit .05 .05 (II) Other comprehensive incomes 75,390,739 75,390,739 Subtotal of (I) and (II) .05 .05 (III) Capital paid in and -6,427,272. -6,427,272. 0.00 0.00 0.00 0.00 0.00 0.00 reduced by owners 93 93 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity -6,427,272. -6,427,272. 3. Others 93 93 (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other IV. Closing balance 220,901,18 58,524,171 96,841,026 -281,001,5 95,264,792 27 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. 4.00 .66 .39 90.03 .02 Last year Unit: RMB Yuan Last year Paid-up Item Less: General Total capital (or Capital Specific Surplus Retained treasury risk owners’ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 220,901,18 64,951,444 96,841,026 -304,552,8 78,140,776 previous year 4.00 .59 .39 78.43 .55 Add: change of accounting 4,564,976. policy 83 Correction of errors in -14,884,90 previous periods 2.73 Other II. Balance at the beginning of 220,901,18 64,951,444 96,841,026 -314,872,8 67,820,850 the year 4.00 .59 .39 04.33 .65 III. Increase/ decrease of amount -41,519,52 -41,519,52 in the year (“-” means decrease) 4.75 4.75 -41,519,52 -41,519,52 (I) Net profit 4.75 4.75 (II) Other comprehensive incomes -41,519,52 -41,519,52 Subtotal of (I) and (II) 4.75 4.75 (III) Capital paid in and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period 28 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. (Ⅶ) Other 220,901,18 64,951,444 96,841,026 -356,392,3 26,301,325 IV. Closing balance 4.00 .59 .39 29.08 .90 (III)Notes to the financial statements 1. Changes in main accounting policies or estimates, correction of any significant accounting error and the influenced amounts (1)Change of accounting policies Were the main accounting policies changed during the reporting period? √Yes No . Changes in accounting policies、accounting estimates (1)Change in accounting policies ① Briefing of change in accountitng policies A、The changed accounting policies The Company changed the follow-up measurement for investment property from cost pattern into fair value pattern upon the approval of 2012 5th provisional meeting of 6th board of directors B、Reasons and basis for the change of accounting policies The board of directors believes that the Company’s main investment property in construction process is located in the CBD of Futian District,Shenzhen City, and all the buildings of the comoany that are leased out are all located in the city centre of Guangzhou, Haikou or Shenzhen etc. There is an active trading market of real estate in the locations of the each of the above mentioned investment property; and The company is able to obtain the market prices of the identical or similar real estates and other relevant information from the trading market of each of the above mentioned investment properties, so as to be able to scientifically and reasonablly estimate the fair value of the investment properties. The fair value of all the above mentioned investment properties can be obtained in a continuous and reliable way, the follow-up mearment pattern complies with the requirements for investment property to adopt fair value pattern to make follow-up mearement ruled by. The company’s main investment property is used to lease, to adopt fair value pattern to make follow-up measurement is internationally Internationally accepted method, for the reason to trulier and more objectively reflect the Compamy’s value helps a wide range of investors to comprehend the Company’s operation and assets value, and the Company to state its financial condition and management performance. Therefore, based on the and , the Company changed the follow-up measurement for investment property from cost pattern into fair value pattern upon the approval of 2012 5th provisional meeting of 6th board of directors C、Date of change of accounting policies The date of change of accounting policies of current accounting period is Janurary 1st 2012 upon the approval of 2012 5th provisional meeting of 6th board of directors D、Investment properties that are involved with the change of accounting policies As at the end of 31st March 2012, the carrying amount of investment property before change of accounting policies of the Company was RMB1,296,420,499.70, including RMB1,079,782.84 leased buildings and RMB1,295,340,716.86 investment property in construction process. E、Accounting policies before and after the change a、Accounting policies before the change The 2007 4th meeting of the 5th borad of directors approved the Company to use cost pattern to make the 29 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. follow-up measurement of investment property, according to expected useful life and net residual rate on buildings and land-use right to calculate depreciation. The Company’s expected useful life, net residual rate and annual depreciation rate of investment property as follow: Expected Categories Expected useful life Annual depreciation rate residual rate Buildings、structures 10% 30 years 3% At the balance sheet date, the evaluation criteria should base on the lower value between costs and net realizable value. When net realizable values are lower than costs, provision for impairment loss of property investment shall be made. If the value of the impaired investment property recovered, the provided impairment loss in prior period cannot be carry back. b、Accounting policies after the change As approved by the Company’s 2012 5th provisional meeting of the 6th board of directors, the company adopts the fair value pattern to make the follow-up measure for Investment property For the investment property measured through the fair value pattern, where there is no accrual depreciation or amortization made for it, its book value shall be adjusted on the basis of its fair value on the date of the balance sheet, and the difference between the fair value and its original book value shall be included in the current profits and losses. If the fair value of or investment property in construction process is not able to be obtained in areliable way but is expected to be obtained in be obtained in a continuous and reliable way, the Company measure the investment property in cost partern, until the construction of the investment property in complete or the fair value of the investment property is able to be obtained in a reliable way, which is ealier, the company then change to fair value pattern to make the follow-up measurement. Influence of changes of the accounting policies upon the Company According to the , the financial statements for the accounting period ended at Dec 31st 2011 shall be adjusted retroactively. The investment property in construction process, the IA Mall is still not completed, therefore IA Mall project shall be measured with cost pattern before it reaches the condition ready for its intended use. Retroactive adjustment shall be made for the influence of fair value change of the company’s leased buildings; the above mentioned influence upon consolidated statement of changes in shareholders’ equity and as at 31st Dec 2011 and consolidated income statement is presented as below: A、Influence upon consolidated statement of changes in shareholders’ equity and as at 31st Dec 2011 and consolidated income statement (Unit:RMB Yuan) Before change of After change of Adjusted Items Adjusted amount accounting policies accounting policies ratio % Shared capital 220,901,184.00 220,901,184.00 - - Capital reserve 72,315,347.06 72,315,347.06 - - Surplus reserve 125,929,834.48 125,929,834.48 - - Retained profit -503,497,279.68 -498,261,874.88 5,235,404.80 -1.04 Owner’s equity attribute to -84,350,914.14 -79,115,509.34 5,235,404.80 -6.21 the parent company Minority interests -284,486,524.75 -284,039,572.78 446,951.97 -0.16 Total owner’s equty -368,837,438.89 -363,155,082.12 5,682,356.77 -1.54 Net profit -203,904,040.83 -204,135,655.20 -231,614.37 0.11 Including:Net profit attribute to the parent -123,774,612.23 -123,991,050.56 -216,438.33 0.17 company 30 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. Net Profit attribute to -80,129,428.60 -80,144,604.64 -15,176.04 0.02 minority B、Influence of changes of the accounting policies upon the Company’s financial statements of 2012 accounting period The main influence of change of accounting policies upon the Company’s financial statements of 2012 accounting period is from the fair value change of IA Mall in construction process, after it starts operation this year. The Company confirmed the operation strategy of merchants invitation to lease for IA Mall in 2007, Operation and management team was formed specifically for the Merchants invitation, promotion, and management after it starts operation for IA Mall project. As at March 31st 2012, the carrying amount of IA Mall in construction process was RMB 1,295,000,000. The total cost of the completed construction of IA Mall was predicted to be RMB1,550,000,000 by the Company. IA Mall now is not completed, there fore it is investment property still in construction process, it does not meet the requirements of fair value pattern follow-up measurement currently, but the fair value of IA Mall after construction complete is expected to be obtained in continous and reliable way, according to the opinion of appraisal company, on the assumption that IA Mall starts operation with year 2012, the fair value of IA Mall as at appraisal date 31st Dec 2012 was 5,970,000,000. Based on the above mentioned reasons, on the assumption of fair value of real-estate market without significant fluctuation during 31st Mar 2012 to 31st Dec 2012, if IA Mall project completes construction and leases out all the units, the change of accounting policies will increase the deferred tax liabilities by RMB1,105,000,000 and increase Net profit of 2012 by RMB3,315,000,000, including net profit attribute to parental company RMB1,989,000,000. D、Predicted Influence of changes of the accounting policies upon the Company’s income tax The predicted Influence of changes of the accounting policies upon the Company’s income tax after 2012 accounting period is mainly from depreciation and the fair value change of the IA Mall, which is still in construction process, after it starts operation. According to , for the investment property measured through the fair value pattern, where there is no accrual depreciation or amortization made for it, its book value shall be adjusted on the basis of its fair value on the date of the balance sheet, and the difference between the fair value and its original book value shall be included in the current profits and losses. According to the Tax Law, profit or loss from the fair value change is not accounted in the taxable income. Meanwhile, depreciation or amortization shall be made according to the Tax Law to adjust in order to decrease current taxable income. Therefore, the changes of accounting policies only have influence on the profit and loss, and no influence on taxable income. The above mentioned difference from the discrepancy between carrying amount and tax base of investment property, shall be treated by recognition of deferred tax and income tax adjustment. Accoridng to the current fixed assets depreciation policy of property, after the operation of IA Mall, around RMB 46,500,000 depreciation per year is allowed to be accounted as pre-tax expense, the Company can decreaseincome tax expense by RMB 11,600,000 and increse deferred tax assets by RMB 11,600,000, until the expected useful life of IA Mall ends. Meanwhile and accordingly, the profit and loss from fair value change of current year is not accounted as taxable income and deferred tax liability is to be adjusted. E、Influence of changes of the accounting policies upon the Company’s cash flow of 2012 accounting period There is no influence of changes of the accounting policies upon the Company’s cash flow (2)Change of accounting estimates Were the main accounting estimates changed during the reporting period? □ Yes √ No (3)Correction of accounting errors Was any accounting error made in previous periods discovered in the reporting period? 31 Abstract of the 2012 Semi-Annual Report of Shenzhen International Enterprise Co., Ltd. □ Yes √ No 2. Reasons for any change of the consolidation scope Compared with the previous year the new combined unit 1, for new set up in this period Compared with the previous year the period decrease with unit 2, for disposal in this period. 3. If a non-standard audit report is issued, the Company should make relevant notes. 32