深物业Ｂ：XXXX年第三季度报告全文（英文版）.pdf

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1、 SHENZHEN PROPERTIES&RESOURCES DEVELOPMENT(GROUP)LTD.THE THIRD QUARTERLY REPORT 2010 1 Important Notice 1.1 The Board of Directors,the Supervisory Committee as well as directors,supervisors and senior executives of the Company guarantee that there are no any omissions,fictitious or serious misleadin

2、g statements carried in the report and will take all responsibilities,individual and/or joint for the authenticity,accuracy and integrality of the whole contents.1.2 No directors,supervisors and senior managers have objections to the report of the true,accurate and complete.1.3 All directors of the

3、Company attended the meeting.1.4 The Financial Report of the Third Quarter of 2010 has not been audited.1.5 Chairman of the Board of Directors of the Company Mr.Chen Yugang,Person in charge of Accounting Work Mr.Wang Hangjun,CFO Mr.Gong Xinsi and Manager of Financial Department Ms.Shen Xueying hereb

4、y confirmed that the Financial Report enclosed in the Quarterly Report is true and complete.2.Company Profile 2.1 Main accounting data and financial indices As at 30 Sep.2010 As at 31 Dec.2009 Increase/decrease(%)Total assets(RMB)2,895,753,931.05 2,834,417,954.60 2.16%Owners equity attributable to s

5、hareholders of listed company(RMB)797,246,704.06 661,442,553.12 20.53%Share capital(share)595,979,092.00 595,979,092.00 0.00%Net assets per share attributable to shareholders of listed company(RMB/share)1.3377 1.1098 20.54%Jul.-Sep.2010 Increase/decrease year-on-year(%)Jan.-Sep.2010 Increase/decreas

6、e year-on-year(%)Total operation income(RMB)138,287,948.76-37.72%835,716,532.43 10.14%Net profit attributable to shareholders of listed company(RMB)8,502,563.44-84.25%135,254,986.97-15.61%Net cash flows generated from operating activities(RMB)-65,504,159.02-111.54%Net cash flows per share generated

7、from operating activities(RMB/share)-0.1099-111.54%1 Basic earnings per share(RMB/share)0.0143-84.22%0.2269-15.62%Diluted earnings per share(RMB/share)0.0143-84.22%0.2269-15.62%Weighted average return on net assets(%)1.17%-7.13%18.54%-6.09%Weighted average return on net assets after deducting extrao

8、rdinary gains and losses(%)1.15%-7.16%17.27%-7.34%Items of non-recurring gains and losses Amount from year-begin to the end of this report periodNotes Gains and losses from disposal of non-current assets,including the offset part of the impaired assets;3,639,394.41Note 1 Enterprises reorganization f

9、ees,such as staffing expenses and integration fees-302,693.00Note 2 Gains and losses from contingencies irrelevant to routine operation of the Company 279,047.46Note 3 Profit or loss from change in fair value by holding tradable financial assets and liabilities,and investment income from disposal of

10、 tradable financial assets and liabilities as well as salable financial assets,excluding the effective hedging businesses related with the normal operations of the company 39,900.00Note 4 Other non-operating income and expenses besides the above items 5,959,880.02Note 5 Effect on income tax after de

11、ducting non-recurring gains and losses-282,639.01 Total 9,332,889.88 Note 1:“Gains and losses from disposal of non-current assets,including offset that has been withdrew as impairment reserve of assets”incurred in the report period was gains and loss from disposal of long-term equity investment and

12、invested property.Note 2:“Enterprises reorganization fees,such as staffing expenses and integration fees”incurred in the report period was projected welfare amount for dismissal of employees as formulated formerly.The event implemented in accordance with relevant document on state-owned enterprise o

13、f Shenzhen,which was in line with definition of non-recurring gains and losses in Explanation Public Notice on Information Disclosure of Public Offering Shares Companies No.1-Non-recurring Gains and Losses 2008:“Gains and losses from transactions and events that influenced correct judgment on operat

14、ing achievements and profitability of the Company according to financial statements owing to its special nature and chance”.Note 3:“Gains and losses from contingencies irrelevant to routine operation of the Company”incurred in the report period was switching back original projected liabilities withd

15、rew for check by CSRC.Note 4:“Gains and losses from change in fair value by holding tradable financial assets and liabilities,and investment income from disposal of tradable financial assets and liabilities as well as salable financial assets,excluding the effective hedging businesses related with t

16、he normal operations of the company”incurred in the report period was gains and losses from change of fair 2 value of transaction financial assets Note 5:“Other non-operating income and expenses”incurred in the report period means rent deposit for breaching of faith and payment not have to pay.2.2 T

17、otal number of shareholders and shares held by the top ten shareholders not subject to trading moratorium Unit:Share Total number of shareholders As at the end of reporting period,the Company has 48202 shareholders in total,including 38402 ones of A-share and 9800 ones of B-share.Shares held by the

18、top ten shareholders not subject to trading moratorium Name of shareholder Number of tradable shares heldType of share Zeng Ying 4,530,000Domestically listed foreign shares Taiyuan Tangdu Hotel Co.,Ltd 1,664,573RMB ordinary shares Shenzhen Jinniuhong Trade Co.,Ltd 1,550,000RMB ordinary shares Wang L

19、in 1,324,436RMB ordinary shares Liu Jiang 1,262,255RMB ordinary shares Xu Yihong 1,022,371RMB ordinary shares Bo Jiarong 1,010,300RMB ordinary shares Liu Yunde 836,300RMB ordinary shares Zhou Fanglan 774,500RMB ordinary shares Liu Yong 627,800RMB ordinary shares Explanation on associated relationshi

20、p among the aforesaid shareholders or acting-in-concert The Company was unknown whether there exists associated relationship among the top ten shareholders of tradable share 3.Significant events 3.1 Particular about large-margin change in main item of accounting statement and financial index and rea

21、son for change Applicable Inapplicable 1.Monetary capital at the period-end was RMB 578,400,142.19,down by 30.32%over the year-beginning,mainly because the Company paid fund for new land purchased from the year-beginning to the end of the report period;2.Account paid in advance at the end of period

22、amounted to RMB 287,481,116.15,up by 513.45%over the year-beginning,mainly because the Company paid payment for land in Dongguan in advance from the year-beginning to the end of the report period;3.Short-term borrowings at the end of period amounted to RMB50,000,000.00,down by 75.00%over the year-be

23、ginning,which was mainly because the Company paid back borrowings from the year-beginning to the end of the report period;4.Accounts payable at the end of period amounted to RMB 151,311,687.11,up by 34.53%over the year-beginning,which was mainly because the Company suspended to pay account payable f

24、or Xinhua Town when it was finished;5.Payroll payable at the end of period amounted to RMB23,726,595.93,down by 54.36%over the year-beginning,mainly because the Company paid salary payable to staff from the year-beginning to the report period;3 6.Non-current liabilities due within one year at the en

25、d of period amounted to RMB 0.00,down by 100.00%over the year-beginning,which was mainly because the Company returned the borrowings from the year-beginning to the report period;7.Long-term borrowings at the end of period amounted to RMB 464,340,000.00,up by 76.23%over the year-beginning,mainly beca

26、use loan for project increased from the year-beginning to the report period;8.Retained profit at the period-end was RMB 109,218,116.58,up by 519.47%over the year-beginning,which was mainly because net profit realized by the Company from year-beginning to the end of report period increased;9.Operatin

27、g cost of the Company from Jan.to Sep.2010 was RMB 576,782,431.01,with an increase of 62.45%year-on-year,mainly because area of real estate carried forward from the year-beginning to the end of report period increased year-on-year;10.Business tax and surcharge from Jan.to Sep.2010 was RMB 67,068,515

28、.89,with a decrease of 50.92%year-on-year,mainly because gross profit ratio of real estate carried forward from the year-beginning to the report period decreased year-on-year,which caused the decrease of land value-added tax withdrawn;11.Sales expense from Jan.to Sep.2010 was RMB 9,675,675.91,with a

29、 decrease of 30.47%year-on-year,mainly because the Company transferred some expense for subsidiary Shenzhen ITC Food Co.,Ltd into operating cost for calculation according to relevant regulations;12.Financial expense from Jan.to Sep.2010 was RMB-1,085,097.82,with a decrease of 108.57%year-on-year,mai

30、nly because loan for current assets decreased,executed loan interest rate lowered and interest income increased from year-beginning to the end of report period increased;13.Assets impairment loss from Jan.to Sep.2010 was RMB-26,007,128.89,with a decrease of 587.20%year-on-year,mainly because land im

31、pairment reserves for Shenhui Garden switched back from the year-beginning to the end of report period;14.Income from change of fair value from Jan.to Sep.2010 amounted to RMB 39,900.00,with a decrease of 97.81%year-on-year,mainly because number of stocks held by the Company reduced year-on-year;15.

32、Income form investment on affiliated enterprise and jointly enterprise from year-beginning to period-end was RMB 1,182,014.80,with a decrease of 47.28%year-on-year,mainly because profit realized by joint enterprise-Shenzhen ITC Tianan Properties Co.,Ltd decreased compared with the same period of las

33、t year;16.Net non-operating income and expenditure from Jan.to Sep.2010 amounted to RMB 6,507,722.99,up by 90.49%year-on-year,mainly because rent deposit for breaching of faith and payment not have to pay increased from year-beginning to period-end;17.Other comprehensive income from Jan.to Sep.2010

34、amounted to RMB 549,163.97,up by 768.02%year-on-year,mainly because Foreign exchange difference increased year-on-year;18.Net cash flow arising from operating activities from Jan.to Sep.2010 amounted to RMB-65,504,159.02,with a decrease of 111.54%year-on-year,mainly because cash from sales of goods

35、decreased,but payment for land purchase and taxes increased from the year-beginning to the end of report period;19.Net cash flow arising from investment activities from Jan.to Sep.2010 amounted to RMB-11,074,336.63,with an increase of 1956.32%year-on-year,mainly because cash paid for new taxes incre

36、ased compared with the same period of last year;4 20.Net cash flow arising from financing activities from Jan.to Sep.2010 amounted to RMB-251,655,446.06,with a decrease of 167.07%year-on-year,mainly because from the year-beginning to the end of report period cash from sales of goods decreased,but pa

37、yment for land purchase and taxes increased compared with the same period of last year;3.2 Progress and influence of significant events,as well as analysis on relevant solutions Applicable Inapplicable(1)No new significant lawsuit or arbitration occurred in the report period.(2)Progress of previousl

38、y disclosed significant lawsuits and arbitrations during the report period Concerning the“Haiyi Company”Case persistently disclosed by the Company in its annual reports from Y2000 to Y2009 and its semi-annual report for Y2010 On 15 Jul.2010,the Supreme Peoples Court sent another 32 civil judgment le

39、tters to the Company,ruling that the Guangdong Higher Peoples Court should retry the case and the execution of the original judgment should be suspended.For more details,please refer to the Public Notice on Progress on Haiyi Company Case disclosed by the Company on 19 Jul.2010.On 4 Aug.2010,the Shen

40、zhen Intermediate Peoples Court sent the Civil Judgment Letters(2009)SZFHZ Zi No.364377,No.379390 and No.392397 to the Company,stating that“the execution procedure of the case shall be terminated”.For more details,please refer to the Public Notice on Progress on Haiyi Company Case disclosed by the C

41、ompany on 6 Aug.2010.In Oct.2010,the Company entered into the Settlement Agreement with Haiyi Industrial(Shenzhen)Co.,Ltd.and other seven enterprises.According to the Agreement,the Company shall pay RMB 58 million to Haiyi Company and other seven enterprises;as soon as all parties fulfill their duti

42、es stated in the Settlement Agreement,the dispute concerning all the 34 cases shall come to an end;and no party shall claim any rights to any other party concerning the 34 cases.For more details,please refer to the Public Notice on Progress on Haiyi Company Case disclosed by the Company on 14 Oct.20

43、10.No new progress occurred in the report period in terms of the other lawsuits previously disclosed.For more details,please refer to the“Section Significant Events”of the Semi-annual Report 2010 disclosed by the Company on http:/ dated 31 Jul.2010.(3)The Company got state-owned construction land us

44、e right of Block No.2010-001 located in Tongshan County,Xuzhou City on Feb.10,2010.The Company disclosed the above event on Feb.11,2010,and public notice published in Securities Times,Ta Kung Pao and http:/.The Company afterwards signed Contract on Transfer of State-owned Land Use Right with Tongsha

45、n State-owned Land and Resources Bureau,contract amount was RMB 192.3 million and with area of 96,869 square meters.Usage of the land is residence and land use right term is seventy years.For details,please refer to“3.5.6 Significant Contracts”of the First Quarterly Report 2010 disclosed on Apr.26,2

46、010.In order to be convenient for development of land in Xuzhou and build up and generalize brand of“Property of Shenwuye”,the Company set up Xuzhou Dapeng Real Estate Development Co.,Ltd,which is responsible for development and operation of real estate projects of the Company in Xuzhou.For more det

47、ails,please refer to the Public Notice on Incorporating Wholly-owned Subsidiary in Xuzhou disclosed by the Company on 12 Apr.2010.(4)On 10 May 2010,CSRC sent the Written Decision of Administrative Punishments(CF Zi 5 No.2010 12)to the Company.According to the Decision,the penalty of RMB 250,849.80 o

48、riginally stated in the Pre-notice on Administrative Punishments shall be canceled upon the recheck;and the companys illegal incomes of RMB 250,849.80 from buying and selling securities via personal accounts and HKD 8,544,744.97 from buying and selling B-shares via other corporate accounts shall be

49、confiscated.And the Company disclosed the relevant provisional public notice on Securities Times,Ta Kung Pao and the website designated for information disclosure(http:/)dated 12 May 2010.On 18 May 2010,the Company paid RMB 250,849.80 and HKD 8,544,744,97 from sales of B shares(which equal to RMB 7,

50、500,577.13 according to exchange rate when received Written Decision of Administrative Punishments on May 10,2010)to CSRC.For more details,please refer to the“Section Significant Events”of the Semi-annual Report 2010 disclosed by the Company on 31 Jul.2010.(5)On 15 Jun.2010,the Company acquired use