Stock Abbr.: *STGS Stock Code: 200056 Announcement No.: 2012-58
Shenzhen International Enterprise Co., Ltd.
Abstract of the Third Quarterly Report 2012
I. Important Notes
The Board of Directors, the Supervisory Committee, directors, supervisors and other senior management
personnel of Shenzhen International Enterprise Co., Ltd. (hereinafter referred to as the Company) hereby
guarantee that this report carries no false information, misleading statements or major omissions, and accept,
individually and collectively, the responsibility for the factuality, accuracy and completeness of the information
set forth herein.
All directors attended the board session for reviewing this report.
Zheng Kanghao, Person-in-charge of the Company, Chen Xiaohai, Person-in-charge of the accounting work, and
Xu Xiaoyun, Person-in-charge of the accounting organ (Financial manager) hereby confirm the factuality and
completeness of the Financial Report in this quarterly report.
II. Company Profile
(I) Major accounting data and financial indexes
Any retrospective adjustment in previous financial statements?
√Yes □No □ Inapplicable
31 Dec. 2011 Increase/decrease (%)
30 Sept. 2012
Before the adjustment After the adjustment After the adjustment
Total assets (RMB Yuan) 1,639,605,990.87 1,537,761,372.58 1,545,337,848.28 6.1%
Owners’ equity attributable to
shareholders of the Company -37,073,594.71 -84,350,914.14 -79,115,509.33
(RMB Yuan)
Share capital (share) 220,901,184.00 220,901,184 220,901,184.00
Net assets per share
attributable to shareholders of
-0.17 -0.38 -0.36
the Company (RMB
Yuan/share)
YoY increase/decrease YoY increase/decrease
Jul.-Sept. 2012 Jan.-Sept. 2012
(%) (%)
Gross operating revenues
25,266,800.06 361.05% 59,194,124.89 394.83%
(RMB Yuan)
Net profit attributable to
shareholders of the Company -19,194,570.59 48,469,187.55
(RMB Yuan)
Net cash flow from operating
-- -- -146,807,554.85
activities (RMB Yuan)
Net cash flow per share from
operating activities (RMB -- -- -0.66
Yuan/share)
Basic EPS (RMB Yuan/share) -0.0869 0.219
Diluted EPS (RMB
-0.0869 0.219
Yuan/share)
1
Weighted average ROE (%)
Weighted average ROE after
deducting non-recurring gains
and losses (%)
Items of non-recurring gains and losses
√Applicable □Inapplicable
Amount during
Item Jan.-Sept. 2012 (RMB Notes
Yuan)
Mainly the investment income gained from
disposal of the equity of Shenzhen
Gains and losses on disposal of non-current assets 100,253,485.59 International Enterprise Business
Administration Co., Ltd. and Shenzhen
Longgang International Enterprise Co., Ltd.
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
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
2
Custodian fee income from entrusted operations with the
Company
Other non-operating incomes and expenses besides the
404,308.40
items above
Other gain and loss items that meet the definition of
non-recurring gains and losses
Minority interests effects -12,652,381.94
Income tax effects
Total 87,855,866.05 --
“Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and
loss items recognized as recurring gain and loss items according to the natures and characteristics of the
Company’s normal business
Involved amount (RMB
Item Notes
Yuan)
(II) Total number of shareholders and top 10 shareholders at the period-end
Total number of shareholders 13,349
Particulars about shares held by the top ten shareholders holding tradable shares
Number of tradable shares held Type and number of shares
Name of shareholder
at period-end Type Number
MULTI PROFIT ASIA Domestically listed foreign
30,264,192 30,264,192
PACIFIC INVESTMENT LTD shares
SHENZHEN SPECIAL
ECONOMIC ZONE
16,275,462 RMB ordinary shares 16,275,462
DEVELOPMENT (GROUP)
CO., LTD.
UOB INVESTMENT (CHINA) Domestically listed foreign
15,528,941 15,528,941
LIMITED shares
Domestically listed foreign
ZHONG ZHIQIANG 8,215,594 8,215,594
shares
GUOYUAN SECURITIES Domestically listed foreign
7,569,130 7,569,130
(HK) CO., LTD. shares
SHENZHEN WONGTEE
REAL ESTATE INVESTMENT 6,571,594 RMB ordinary shares 6,571,594
CO., LTD.
GUOTAI JUNAN
Domestically listed foreign
SECURITIES(HONGKONG) 2,319,229 2,319,229
shares
LIMITED
Domestically listed foreign
CHEN SHU 2,149,327 2,149,327
shares
Domestically listed foreign
ZENG HAIXING 2,148,715 2,148,715
shares
SHANGHAI HONG KONG
Domestically listed foreign
WANGUO SECURITIES CO., 1,970,878 1,970,878
shares
LTD.
Particulars about shareholders
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III. Significant Events
(I) Significant changes in major accounting data, financial highlights and reasons for these changes
√Applicable □Inapplicable
Monetary funds at the period-end increased 113.80% over the year-begin, which was mainly because of the bank
borrowings obtained.
Accounts receivable at the period-end increased 2,134.78% over the year-begin, which was mainly because of
more amounts due from customers.
Intangible assets at the period-end decreased 99.63% over the year-begin, which was mainly because of the sale of
subsidiary equity interests.
Accounts payable at the period-end decreased 91.80% over the year-begin, which was mainly because most
construction payables were cleared.
Payroll payable at the period-end decreased 58.85% over the year-begin, which was mainly because some bonus
provisions were made at the end of last year.
Interest payable at the period-end decreased 100.00% over the year-begin, which was mainly because all interest
was paid.
Operating revenues, operating costs and operating taxes and surtaxes for the reporting period increased 394.83%,
442.94% and 625.35% over the same period of last year, which was mainly due to the sale of shops in
Gangyihaoting, a real estate project.
Selling expenses for the reporting period increased RMB 22,978,028.99 over the same period of last year, which
was mainly due to the increase of expenses on advertisement, leasing and sales service.
Financial expenses for the reporting period increased 48.35% over the same period of last year, which was mainly
due to the decrease of borrowing interest capitalization.
Cash received from selling of goods and rendering of services increased 232.60% over the same period of last
year, which was mainly due to the sale of shops in Gangyihaoting, a real estate project.
Cash paid for goods and services increased 158.19% over the same period of last year, which was mainly due to
the sale of shops in Gangyihaoting, a real estate project, and the clearing of some construction payables.
(II) Progress of significant events and its influence, as well as the analysis and explanation on
solutions
1. About non-standard audit opinion
√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 III (II) 4 Others: Significant Events of Litigation and Arbitration)
(2) Emphasized issues:
Problems regarding sustainable operating capability of the Company:
①Operating condition of the Company will be substantially improved after the opening of Wongtee Plaza. ②
With the progress of the project, the Company will further increase financing and improve liability structure, so as
to meet the development need of the Company’s core projects. ③The Company will continue to intensify the
efforts of cash realization of forests, and has transferred standing timbers and woodland covering about 1,100 mu
in total. ④In order to liquidize assets, the Company and its owned subsidiary, Rongfa Company, respectively
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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.
2. The Company offers capital to the controlling shareholder or its related parties or provides external
guarantees in violation of the prescribed procedures.
□Applicable √Inapplicable
3. Signing and execution of significant contracts concerning routine operation
□Applicable √Inapplicable
4. Others
√Applicable □Inapplicable
(1) Significant lawsuits and arbitrations involving the Company during the reporting period:
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”):
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. Recently,
the second instance has finished and the Company received the Civil Judgment Letter for Second Instance of
Shenzhen Intermediary People’s Court ([2012] Shen-Zhong-Fa-Fang-Zhong-Zi No. 62), which stated that the
appeal was dismissed and the original judgment was affirmed.
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:
Progress of the case: the Company received a Judgment Letter for the first instance at the end of Mar. 2012,
sentencing the Company to pay the principal of RMB 20.6 million, interest and overdue penalty (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). Now the case is under the trial for the second
instance.
During the first instance, Foh Chong Company submitted the Repayment Agreement as evidence to prove that the
Company and Foh Chong Company had reached a supplementary agreement on the equity transfer sum.
Regarding the signing dispute of the Repayment Agreement, the Company sued Mr. Li Jinquan, the signer of the
agreement on behalf of the Company and the former chairman of the Company, to Shenzhen Luohu People’s
Court. And now the case is under the trial for the first instance (For details, please refer to the Company’s
announcements about significant litigation progress published on www.cninfo.com.cn, Securities Times, and
Hong Kong Ta Kung Pao on 8 Sept. 2012).
③ 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):
Progress of the case: 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 and is now looking for other ways to clear the rest of
the amount.
④ The case on equity transfer dispute between Shenzhen Rongfa Investment Co., Ltd. and Shenzhen Yahaoyuan
Investment Co., Ltd. (hereinafter referred as “Yahaoyuan”):
Progress of the case: In Feb. 2012, Rongfa Company received the Civil Judgment Letter from Shenzhen
Longgang People’s Court. The court judged for the first instance to reject the appeal of 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 case is now under the trial for the second instance.
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⑤ The case on shop subscription from staffs:
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: The Paper
of Internal Subscription signed by the plaintiff and defendants for Shops in IA Mall is legal and effective; The
fulfillment of subscription paper signed by the plaintiff and defendants should be terminated; Other claims from
the plaintiff are rejected; 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. And the case is now under the trial for the second instance.
In addition, Rongfa Company successively received the litigation documents related to the case in which other 7
people (including Yang XX, etc.) sued Rongfa Company 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.
Afterwards, 4 people including Yang XX out of the said 7 people and other 6 people including Sun XX
successively sued Rongfa Company and Urban Planning, Land and Resources Commission of Shenzhen
Municipality for other claim regarding the internal shop subscription issue, requesting that the court should
announce that the Provision 1 “The transfer must be made as a whole and the real estate ownership certificate
shall not be handled separately.” In the First Supplementary Agreement to the Shenzhen Land Use Right Transfer
Contract “Shen-Di-He-Zi (2002) No. 9005” signed between the two defendants is invalid (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 and 5 Sept. 2012 respectively). And the case is now under the
trial for the first instance.
(2) Particulars about the procedures of the construction of internal control norms of the Company
According to requirements of documents such as the Basic Norms of Internal Control for Enterprises and its
mating guidelines (hereinafter referred to as “internal control norms”), the Notice of CSRC Shenzhen Bureau on
Doing a Better Job in Implementation of Internal Control Norms in Listed Companies in Shenzhen (SZJF [2012]
No. 105) and the Notice on Doing a Good Job in Carrying out Internal Control Norms System in Listed
Companies in Shenzhen Separately and in Bathes (SZJGSZ [2012] No. 66) etc., the Company continued to push
forward the construction and optimization of internal control system, submitted particulars about procedures of
internal control to Shenzhen CSRC in accordance with relevant requirements in the third quarter of 2012.
In the reporting period, specifics about internal work of the Company are as follows: ① The self-evaluation on
internal control for the first half of 2012 was completed, self-evaluation report on internal control for the first half
of 2012 was drafted and published with review and approval of the Board of Directors. As for defect on internal
control revealed in self-evaluation, rectification and improvement were made. ② SDO CHINA SHU LUN PAN
CERTIFIED PUBLIC ACCOUNTANS LLP (hereinafter referred to as “SDO CHINA”) was engaged to act as the
audit unit for annual internal control for 2012 and SDO CHINA will issued an audit report on internal control as
for the effectiveness of internal control of the Company as at 31 Dec. 2012. ③ Based on the internal control
improvements that had been made in previous period, according to changes to the Company’s actual situation and
problems found in execution of the internal control process and rules, the Company revised procedures of internal
control system; continued optimizing the internal control system.
(3) Procedures of shopping centre in Futian CBD
In the reporting period, the Company carried forward the construction of Wongtee Plaza project, and speeded up
process in accordance with business promotion and plan of fine decoration project. Up to the reporting period, ①
the transformation of civil engineering and electromechanical equipment has been completely accomplished, and
the preparation of linkage debug such as electromechanical equipment, fire protection etc. has taken out. ② Both
the east and the west side of wall curtain of outer elevation have been completely accomplished. Due to the
amending requirements proposed by Shenzhen government on south elevation, adjustment was made on design
plan. So far, reform and decoration of keel of LED display has been accomplished and the decoration of keel of
north elevation has accomplished. At present, the progress of business promotion can satisfy the demand of
trial-operation. It is estimated that several floors can carry out trial-operation at the end of the year, while the
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detail date of opening will be confirmed regarding the progress of business promotion and project decoration that
there is a chance of uncertainty.
(III) Commitments of the Company or shareholders with an over 5% shareholding made in or carried
down into the reporting period
√Applicable □Inapplicable
Commitment Commitment Commitment Commitment
Event Execution
maker contents time period
Commitment made in a share reform
The obligor for
information
disclosure shall
not reduce the
shares of Multi
Profit Asia
Pacific
Investment Ltd.
Held the obligor Strictly fulfill
Commitments made in the Acquisition
Zheng Kanghao from this 6 Aug. 2010 60 months the
Report or the Report on Equity Changes
acquisition or commitments
reduce the
shares of SZIEC
indirectly held
by the obligor
from this
acquisition
within the future
60 months.
Commitment made in asset exchange
Commitment made in share issuance
Mr. Zheng
Kanghao and his
controlling
shareholding
Shenzhen
Wangtee
Investment
Strictly fulfill
Commitments made to minority Management
Zheng Kanghao 13 Mar. 2012 12 months the
shareholders Co., Ltd. Made
commitments
the commitment
that they will
not reduce
shares of SZIEC
additionally held
in the future 12
months.
Commitment fulfilled in time or not √ Yes □ No □ Inapplicable
Specific reasons for failing to fulfill the
commitment and plan for the next step
Make commitments regarding the
horizontal competition and related-party □ Yes □ No √ Inapplicable
transactions caused or not
Promised deadline for solving the problem
Ways of solving the problem
Execution of the commitment
7
(IV) Predict the 2012 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
(V) Other significant events that need to be explained
1. Securities investment
□Applicable √Inapplicable
2. Investments in derivatives
□Applicable √Inapplicable
3. Derivative investments held at the period-end
□Applicable √Inapplicable
4. Researches, visits and interviews received in the reporting period
Main discussion and
Time of reception Place of reception Way of reception Visitor type Visitor materials provided
by the Company
The overall
operation of the
6/F Huang Gang Southern Metropolis
23 Aug. 2012 Field research Other Company and basic
Business Center Daily
situation of relevant
projects
5. Corporate bonds issued
Any corporate bonds issued?
□ Yes √ No
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