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1、-,-,SHENZHEN PROPERTIES&RESOURCES DEVELOPMENT(GROUP)LTD.ABSTRACT OF THE THIRD QUARTERLY REPORT 2012I.Important NotesThe Board of Directors,the Supervisory Committee as well as directors,supervisors and senior executives ofShenzhen Properties&Resources Development(Group)Ltd.(hereinafter referred to a
2、s the Company)guaranteethat this report carries no false information,misleading statements or major omissions,and accept,individuallyand collectively,the responsibility for the factuality,accuracy and completeness of the information set forthherein.All directors attended the board session for review
3、ing this report.Chen Yugang(principal of the Company),Wang Hangjun(the person in charge of the accounting work)and ShenXueying(the person in charge of the accounting organ/the principal of accounting)hereby confirm that thefinancial statements enclosed in the quarterly report are factual and complet
4、e.II.Company Profile(I）Major accounting data and financial indexesAny retrospective adjustment in previous financial statements?Yes No Inapplicable,30 Sept.2012,31 Dec.2011Before adjustment After adjustment,Increase/decrease(%)After adjustment,Total assets(RMB Yuan),4,081,206,075.30,3,499,608,314.21
5、,3,526,566,922.95,15.73%,Owners equity attributable to,shareholders of the Company,1,302,003,177.35,1,130,243,873.92,1,141,461,317.97,14.06%,(RMB Yuan),Share capital(Share)Netassetsper,share,595,979,092.00,595,979,092,595,979,092.00,0%,attributable to shareholders ofthe Company(RMB,2.1846,1.8964,1.9
6、153,14.06%,Yuan/share),Jul.-Sept.2012,YoY increase/decrease(%),Jan.-Sept.2012,YoY increase/decrease(%),Gross operating(RMB Yuan),revenues,418,381,326.42,179.51%,1,041,304,227.34,-20.24%,Net profit attributable to,shareholders of the Company,76,322,473.56,863.87%,174,644,758.87,-43.55%,(RMB Yuan),Net
7、 cash flow from operatingactivities(RMB Yuan)Net cash flow per share from,587,922,305.81,-239.93%,operating activities(RMB,-,-,0.9865,-239.93%,Yuan/share),Basic EPS(RMB Yuan/share),0.1281,863.87%,0.293,-43.55%,DilutedYuan/share),EPS,(RMB,0.1281,863.87%,0.293,-43.55%,1,Weighted average ROE(%),6.25%,5
8、.48%,14.29%,-15.54%,Weighted average ROE after,deducting non-recurring gains,6.19%,5.41%,13.63%,-15.99%,and losses(%)Items of non-recurring gains and lossesApplicable InapplicableAmount during,Item,Jan.-Sept.2012(RMB,Notes,Yuan)“Gains and losses on disposal of non-current,Gains and losses on disposa
9、l of non-current assets,9,524,761.46,assets”referred to gains and losses ondisposal of fixed assets and investing,properties.Tax rebate,reduction or exemption due to un-authorizedapproval or the lack of formal approval documentsGovernment grants recognized in the current year,exceptfor those acquire
10、d in the ordinary course of business orgranted at certain quotas or amounts according to thecountrys unified standardsCapital occupation fees received from non-financialenterprises that are included in current gains and lossesGains generated when the investment costs of theCompanys acquiring subsidi
11、aries,associates and jointventures are less than the fair value of identifiable net assetsin the investees attributable to the Company in theacquisition of the investments“Exchange gains and losses of non-monetaryassets”referred to the transfer taxes and fares,Exchange gains and losses of non-moneta
12、ry assets,-2,348,164.39,arising from the asset exchanges carried outbetween the Company and its controlling,shareholder due to the share reformcommitment.Gains and losses through entrusting others to invest ormanage assetsVarious asset impairment provisions due to acts of God suchas natural disaster
13、sGains and losses on debt restructuringEnterprise reorganization expenses,such as expenses onemployee settlement and integrationGains and losses on the parts exceeding the fair value whenprices of transactions become unfair“Net current gains and losses from theperiod-begin to the combination date of
14、subsidiaries due to business combinationsunder the same control”mainly referred to,Net current gains and losses from the period-begin to thecombination date of subsidiaries due to businesscombinations under the same control,net gains and losses(including reversed1,912,516.93 interest on internal ent
15、rustment loans)forJan.-May 2012 of the 100%equity interests,of Shenzhen Shenxin Taxi Co.,Ltd.obtainedby the Company under the same control.Fordetails,see Note(IV)to the FinancialStatements.Gains and losses on contingent matters which are irrelevantto the normal operation of the CompanyGains and loss
16、es on fair value changes of transactionalfinancial assets and liabilities,and investment gains ondisposal of transactional financial assets and liabilities andavailable-for-sale financial assets,except for the effectivehedging business related to the Companys normal operation2,400,330.00,Type,“Rever
17、sal of impairment provisions foraccounts receivable which are separately,Reversal of impairment provisions for accounts receivablewhich are separately tested for impairment signs,tested for impairment signs”mainly referredto the reversal of impairment provisions for,the reporting period.For details,
18、see Note(V)4 to the Financial Statements.Gains and losses on entrustment loans from external partiesGains and losses on fair value changes of investingproperties for which the fair value method is adopted forsubsequent measurementCurrent gain and loss effect due to a just-for-onceadjustment to curre
19、nt gains and losses according torequirements of taxation and accounting laws andregulationsCustodian fee income from entrusted operations with theCompany,Other non-operating incomes and expenses besides theitems aboveOther gain and loss items that meet the definition ofnon-recurring gains and losses
20、Minority interests effectsIncome tax effects,1,228,470.51-2,623,213.178,Total,8,094,701.33,-,“Other gain and loss items that meet the definition of non-recurring gains and losses”&non-recurring gain andloss items recognized as recurring gain and loss items according to the natures and characteristic
21、s of theCompanys normal business,Item,Involved amount(RMBYuan),Notes,(II)Total number of shareholders and top 10 shareholders at the period-end,Total number of shareholdersParticulars about shares held by the top ten shareholders holding tradable shares,46,457,Name of shareholderSHENZHEN,Number of t
22、radable shares heldat period-end,Type and number of sharesNumber,INTERNATIONAL TRADECENTER PROPERTYMANAGEMENT COMPANYBANK OF CHINA LORDABBETT SELECT 30 EQUITYFUNDCLIENT CREDIT TRADINGGUARANTEE SECURITIESACCOUNT OF GUOSENSECURITIES CO.,LTD.,2,514,781 RMB ordinary shares1,612,826 RMB ordinary shares1,
23、204,500 RMB ordinary shares,2,514,7811,612,8261,204,500,CHEN LIYING,1,007,151,Domestically listed foreignshares,1,007,151,CLIENT CREDIT TRADINGGUARANTEE SECURITIES,ACCOUNT,OF,CHINA,808,573 RMB ordinary shares,808,573,MERCHANTS SECURITIESCO.,LTD.3,ZHOU YONGHONGLIU LIAOYUANGUOTAIJUNANSECURITIES(HONGKO
24、NG)LIMITED,743,633641,900519,904,Domestically listed foreignsharesDomestically listed foreignsharesDomestically listed foreignshares,743,633641,900519,904,LI HONGMAOZOU XINMIN,513,720 RMB ordinary shares495,000 RMB ordinary shares,513,720495,000,Particulars about shareholdersIII.Significant Events(I
25、)Significant changes in major accounting data,financial highlights and reasons for thesechangesApplicable Inapplicable1.Monetary funds stood at RMB 894,505,651.12 at the period-end,up 90.60%over the year-begin,which was mainly because project sale generated some capital inflows.2.Notes receivable st
26、ood at RMB 300,000.00 at the period-end,up 50.00%over the year-begin,which was mainly because notes receivable as property management fee incomes of subsidiariesincreased.3.Prepayments stood at RMB 715,666,958.85 at the period-end,up 50.87%over the year-begin,which was mainly because the prepayments
27、 for land in Yangzhou and relevant taxes increased.4.Other receivables stood at RMB 9,673,680.33 at the period-end,up 186.88%over the year-begin,which was mainly because the pending water and electricity charges paid by subsidiaries on behalfof others increased.5.Accounts received in advance stood a
28、t RMB 979,075,004.46 at the period-end,up 369.23%overthe year-begin,which was mainly because the presale income from the real estate projects on saleincreased.6.Other payables stood at RMB 179,021,319.84 at the period-end,down 62.79%over theyear-begin,which was mainly because the Company bough in la
29、nd in the asset exchange aspromised in the share reform,which was temporarily recognized and paid for instantly.7.Non-current liabilities due within one year stood at RMB 13,559,888.32 at the period-end,down93.79%over the year-begin,which was mainly because some of these liabilities grew mature andr
30、epaid.8.Long-term borrowings stood at RMB 22,483,333.31 at the period-end,up 206.59%over theyear-begin,which was mainly because subsidiaries secured more borrowings.9.Undistributed profit stood at RMB 577,828,134.42 at the period-end,up 43.32%over theyear-begin,which was mainly because net profit fo
31、r the period from the year-begin to theperiod-end increased.10.Business taxes and surtaxes for Jan.-Sept.2012 stood at RMB 180,373,360.25,down 48.46%over the same period of last year,which was mainly because the real estate income for Jan.-Sept.2012 decreased and the business tax and land VAT decrea
32、sed accordingly.11.Financial expenses for Jan.-Sept.2012 stood at RMB-3,011,331.35,down 133.08%over thesame period of last year,which was mainly because of the increase of interest capitalization.12.Asset impairment loss for Jan.-Sept.2012 stood at RMB-5,957,940.96,down 1,100.94%overthe same period
33、of last year,which was mainly because the bad-debt provisions reversed increaseddue to the recovery of some accounts receivable.4,13.Investment income for Jan.-Sept.2012 stood at RMB 2,053,061.42,up 47.89%over the sameperiod of last year,which was mainly because the associates generated more gains.,
34、14.Investment income from associates and joint ventures for Jan.-Sept.2012 stood at RMB2,053,061.42,up 79.34%over the same period of last year,which was mainly because the associate,Shenzhen Guomao Tianan Properties Co.,Ltd.generated more profit.,15.Net non-operating amount for Jan.-Sept.2012 stood
35、at RMB 339,392.58,up 122.11%over thesame period of last year,which was mainly because subsidiaries renewed vehicles and disposed oldones,which generated more income.,16.Income tax expenses for Jan.-Sept.2012 stood at RMB 51,992,849.23,down 46.35%over thesame period of last year,which was mainly beca
36、use the profit contributed by the subsidiaryShenzhen Huangcheng Real Estate Co.,Ltd.decreased considerably.,17.Operating profit,total profit and net profit for Jan.-Sept.2012 stood at RMB 226,298,215.52,226,637,608.10 and 174,644,758.87 respectively,down 44.51%,44.21%and 43.55%respectivelyover the s
37、ame period of last year,which was mainly because the carried over income from realestate for Jan.-Sept.2012 decreased.,18.Net cash flows from operating activities for Jan.-Sept.2012 stood at RMB 587,922,305.81,up239.93%over the same period of last year,which was mainly because of more capital inflow
38、s fromsale of properties.,19.Net cash flows from investing activities for Jan.-Sept.2012 stood at RMB 8,021,682.48,up206.97%over the same period of last year,which was mainly because the cash received asinvestment income increased.,20.Net cash flows from financing activities for Jan.-Sept.2012 stood
39、 at RMB-170,791,033.25,down 149.88%over the same period of last year,which was mainly because the Company securefewer borrowings and repaid more due borrowings.,21.Net increase in cash and cash equivalents for Jan.-Sept.2012 stood at RMB 425,191,909.55,up597.69%over the same period of last year,whic
40、h was mainly because the Company received moreincome from house selling for Jan.-Sept.2012.,(II)Progress of significant events and its influence,as well as the analysis and explanation onsolutions,1.About non-standard audit opinion,Applicable Inapplicable,2.The Company offers capital to the controll
41、ing shareholder or its related parties or provides externalguarantees in violation of the prescribed procedures.,Applicable Inapplicable,3.Signing and execution of significant contracts concerning routine operation,Applicable Inapplicable,4.Others,Applicable Inapplicable,5,(III)Commitments of the Co
42、mpany or shareholders with an over 5%shareholding made in or carrieddown into the reporting periodApplicable Inapplicable,Commitment,Commitmentmaker,Contents,Commitmenttime,Commitmentperiod,Fulfillment,1.TheCompanysnon-tradableshare holdersConstructionHoldings andInvestmentManagementCompany madea co
43、mmoncommitment toabide by laws,regulations andrules andperformprescribedcommitmentduties.And theyalso madespecialcommitments asfollows:,1.Up to the dateof public notice,ConstructionHoldings andInvestmentHoldings neversold shares ofthe Company.2.(1)Up to thedate of publicnotice,InvestmentHoldings nev
44、ersold shares ofthe Companyactuallycontrolled.(2)In order toimplement thecommitment,Commitments made in a share reform,ShenzhenInvestmentHoldings Co.,Ltd.,Non-tradableshares held byConstructionHoldings andInvestmentManagementCompany wouldnot be traded or 21 Oct.2009transferredwithin 36months sinceth
45、ey acquiredright of trade.After expirationof the aforesaidcommitment,originallynon-tradableshares soldthrough thelisting andtrading systemon the ShenzhenStock Exchangeshould notexceed 5percents of totalshares of theCompany within12 months,aswell as notexceed 10percents within24 months.Incase theseco
46、mpanies actedagainst the,20 Oct.2012,the Companyprepared to startthe relevantaffairs togetherwith InvestmentHoldings,anddisclosed thePublic Notice onImplementationof Commitmentof Share MergerReform onAssetsReplacementand SignificantRelatedTransaction,which wasreviewed andapproved at theFirst Special
47、ShareholdersGeneralMeeting for2010,fordetails,pleaserefer to PublicNotice onResolutions ofthe First SpecialShareholdersGeneralMeeting for2010;InvestmentHoldings hasapplied to,6,to,to,abovecommitment andsold shares ofthe Company,the income fromsales of the,ShenzhenBranch of ChinaSecuritiesDepository
48、andClearingCorporation,shares,would,Limited,for,belong to the,freezing,its,Company.,actual controlled,2.,Investment,30,million,Holdings made acommitment toabide by laws,regulations and,shares of theCompany underthe name ofConstruction,rules,and,Holdings,now,perform,the,frozen,prescribedcommitmentdut
49、ies.And it,period is dueand the frozenshares has been,alsospecial,made,released.(3)On 18 Mar.,commitments as,2010,the,follows:(1)Non-tradableshares held byInvestmentHoldings would,Company heldthe AnnualShareholdersGeneralMeeting 2009,not be traded ortransferred,atreviewed,whichand,within,36,approved
50、,months,since,Proposal,on,they,acquired,Application of,right of trade.,Entrust,Loan,After expirationof the aforesaidcommitment,originallynon-tradable,fromControllingShareholder.TheShareholders,sharesthroughlisting,soldtheand,GeneralMeetingauthorized the,trading system,Board,of,on the ShenzhenStock E
