深深房B:2024年第三季度报告(英文)

查股网  2024-10-31  深深房A(000029)公司公告

Stock Code: 000029, 200029 Stock Name: SPG, SPG-B Announcement No.: 2024-040

SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE

& PROPERTIES (GROUP) CO., LTD.THIRD QUARTERLY REPORT 2024

Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (hereinafter referred to as the “Company”) and allthe members of the Company’s Board of Directors hereby guarantee that the contents of this Report are true, accurate andcomplete and free of any misrepresentations, misleading statements or material omissions.

Important Notes:

1. The Board of Directors, the Supervisory Committee as well as the directors, supervisors and seniormanagement of the Company hereby guarantee that the contents of this Report are true, accurate and complete andfree of any misrepresentations, misleading statements or material omissions, and collectively and individuallyaccept legal responsibility for such contents.

2. The Company’s legal representative, Chief Financial Officer, and head of the Company’s financial department(equivalent to financial manager) hereby guarantee that the financial statements carried in this Report are true,accurate and complete.

3. Indicate whether the financial statements in this Report have been audited by an independent auditor.

□Yes ? No

I Key Financial Information(I) Key Accounting Data and Financial IndicatorsIndicate whether there is any retrospectively restated datum in the table below.

□Yes ? No

Q3 2024YoY change (%)Q1-Q3 2024YoY change (%)
Operating revenue (RMB)74,007,078.57-18.40%208,232,198.00-41.23%
Net profit attributable to the listed company’s shareholders (RMB)-604,146.31-187.97%5,018,645.08113.78%
Net profit attributable to the listed company’s shareholders before exceptional gains and losses (RMB)-5,743,682.96-274.79%-10,940,810.5175.14%
Net cash generated from/used in operating activities (RMB)-137,652,034.71-117.35%
Basic earnings per share (RMB/share)-0.0006-185.31%0.005113.89%
Diluted earnings per share (RMB/share)-0.0006-185.31%0.005113.89%
Weighted average return on equity (%)-0.02%-0.04%0.14%-0.78%
30 September 202431 December 2023Change (%)
Total assets (RMB)6,459,864,549.076,485,312,507.46-0.39%
Equity attributable to the listed company’s shareholders (RMB)3,701,190,972.903,691,082,484.200.27%

(II) Exceptional Gains and Losses

? Applicable □ Not applicable

Unit: RMB

ItemQ3 2024Q1-Q3 2024Note
Gain or loss on disposal of non-current assets (inclusive of impairment allowance write-offs)-28,032.14195,840.20
Government grants recognised in profit or loss (exclusive of those that are closely related to the Company's normal business operations and given in accordance with defined criteria and in compliance with government policies, and have a continuing impact on the Company's profit or loss)83,011.12
Gains and losses on investment or asset management entrustments to other entities4,243,054.5413,964,637.73Changes in fair value arising from investing monetary funds
Non-operating income and expense other than the above1,223,341.622,381,686.58
Less: Income tax effects298,827.37665,134.48
Non-controlling interests effects (net of tax)585.56
Total5,139,536.6515,959,455.59--

Other items that meet the definition of exceptional gain/loss:

□Applicable ? Not applicable

No such cases in the Reporting Period.Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory AnnouncementNo. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items:

□Applicable ? Not applicable

No such cases in the Reporting Period.(III) Changes in Key Financial Statement Line Items and Explanation of whyOperating revenue for Q1-Q3 2024 declined 41.23% as compared to the same period of last year, primarilydriven by the decreased property sales revenue in the Reporting Period.Net profit attributable to the listed company’s shareholders for Q1-Q3 2024 rose 113.78% as compared to thesame period of last year and net profit attributable to the listed company’s shareholders before exceptional gainsand losses for Q1-Q3 2024 rose 75.14% as compared to the same period of last year, primarily driven by thepayment of land value added tax in the same period of last year.Net cash generated from/used in operating activities for Q1-Q3 2024 declined 117.35% as compared to thesame period of last year, primarily driven by the gradual inflow of pre-sale revenue of the Guangmingli projectin the same period of last year and the decreased property sales in the current period.

II Shareholder Information

(I) Numbers of Ordinary Shareholders and Preference Shareholders with Resumed Voting Rights as wellas Holdings of Top 10 Shareholders

Unit: share

Number of ordinary shareholders54,508Number of preference shareholders with resumed voting rights0
Top 10 shareholders (exclusive of shares lent in refinancing)
Name of shareholderNature of shareholderShareholding percentageTotal shares heldRestricted shares heldShares in pledge, marked or frozen
StatusShares
Shenzhen Investment Holdings Co., Ltd.State-owned corporation55.78%564,353,8380N/A0
Shenzhen State-Owned Equity Operation and Management Co., Ltd.Domestic non-state-owned legal person6.35%64,288,4260N/A0
Yang JianminDomestic natural person1.19%12,069,5170N/A0
Zhang XiujuanDomestic natural person0.47%4,760,4000N/A0
Wang YulanDomestic natural person0.46%4,612,9910N/A0
Hong Kong Securities Clearing Company Ltd.Foreign legal person0.36%3,669,2040N/A0
Industrial and CommercialOther0.35%3,548,8040N/A0
Bank of China Limited-Southern China Securities Full Index Real Estate Trading Open-ended Index Securities Investment Fund
He QiaoDomestic natural person0.33%3,332,0000N/A0
China Merchants Bank Co., Ltd.- Southern China Securities 1000 Trading Open-ended Index Securities Investment FundOther0.30%3,066,3960N/A0
Wang ZhengyingDomestic natural person0.29%2,918,1000N/A0
Top 10 unrestricted shareholders (exclusive of shares lent in refinancing and locked shares of executives)
Name of shareholderUnrestricted shares heldShares by type and number
TypeShares
Shenzhen Investment Holdings Co., Ltd.564,353,838RMB-denominated ordinary stock564,353,838
Shenzhen State-Owned Equity Operation and Management Co., Ltd.64,288,426RMB-denominated ordinary stock64,288,426
Yang Jianmin12,069,517RMB-denominated ordinary stock12,069,517
Zhang Xiujuan4,760,400RMB-denominated ordinary stock4,760,400
Wang Yulan4,612,991RMB-denominated ordinary stock4,612,991
Hong Kong Securities Clearing Company Ltd.3,669,204RMB-denominated ordinary stock3,669,204
Industrial and Commercial Bank of China Limited-Southern China Securities Full Index Real Estate Trading Open-ended Index Securities Investment Fund3,548,804RMB-denominated ordinary stock3,548,804
He Qiao3,332,000RMB-denominated ordinary stock3,332,000
China Merchants Bank Co., Ltd.- Southern China Securities 1000 Trading Open-ended Index Securities Investment Fund3,066,396RMB-denominated ordinary stock3,066,396
Wang Zhengying2,918,100RMB-denominated ordinary stock2,918,100
Related or acting-in-concert parties among the shareholders aboveAmong the top 10 unrestricted shareholders of the Company, Shenzhen State-Owned Equity Operation and Management Co., Ltd. is the wholly-owned subsidiary of Shenzhen Investment Holdings Co., Ltd. The Company does not know whether there exists related-party relationship among the other shareholders, or whether they are persons acting in concert as prescribed in the Administrative Measures for the Acquisition of Listed Companies.
Top 10 shareholders engaged in securities margin trading (if any)Among the top 10 shareholders, the third shareholder holds 9,804,200 shares of the Company in his credit security account; the fourth shareholder holds 4,760,400 shares of the Company in her credit security account; the eighth shareholder holds 3,332,000 shares of the Company in his credit security account; the tenth

shareholders holds 2,918,100 shares of the Company in his credit security account.

5% or greater shareholders, top 10 shareholders and Top 10 unrestricted shareholders involved in refinancing shares lending? Applicable □ Not applicable

Unit: share

5% or greater shareholders, top 10 shareholders and Top 10 unrestricted shareholders involved in refinancing shares lending
Full name of shareholderShares in the common account and credit account at the period-beginShares lent in refinancing and not yet returned at the period-beginShares in the common account and credit account at the period-endShares lent in refinancing and not yet returned at the period-end
Total sharesAs % of total share capitalTotal sharesAs % of total share capitalTotal sharesAs % of total share capitalTotal sharesAs % of total share capital
China Merchants Bank Co., Ltd.- Southern China Securities 1000 Trading Open-ended Index Securities Investment Fund319,8000.03%71,8000.01%3,066,3960.30%00.00%

Changes in top 10 shareholders and top 10 unrestricted shareholders due to refinancing shares lending/return compared with theprior period? Applicable □ Not applicable

Unit: share

Changes in top 10 shareholders and top 10 unrestricted shareholders due to refinancing shares lending/return compared with the end of the prior period
Full name of shareholderNewly added to or exiting from top 10 shareholders in the Reporting PeriodShares lent in refinancing and not yet returned at the period-endShares in the common account and credit account plus shares lent in refinancing and not yet returned at the period-end
Total sharesAs % of total share capitalTotal sharesAs % of total share capital
China Merchants Bank Co., Ltd.- Southern China Securities 1000 Trading Open-ended Index Securities Investment FundNewly added00.00%3,066,3960.30%

(II) Number of Preference Shareholders and Shareholdings of Top 10 of Them

□Applicable ? Not applicable

III Other Significant Events

(I) The controlling shareholder of the Company, Shenzhen Investment Holdings Co., Ltd. intends to transfer its71,498,100 shares in the Company (accounting for 7.07% of the Company’s total share capital) to China OrientAsset Management Co., Ltd. via transfer by agreement, which is subject to the approval of the SupervisionDepartment of State-owned Assets Supervision and Administration Commission, the confirmation of compliance

by Shenzhen Stock Exchange and application to China Securities Depository and Clearing Corporation Limitedfor registration of transfer of the shares. Thus, it is uncertain whether this transfer by agreement can be finalizedor not. For more details, please refer to the Suggestive Announcement on the Controlling Shareholder's Transferof Part of the Company's Shares under Agreement and Equity Change (Announcement No.: 2024-021) disclosedon 29 June 2024.(II) The Company respectively convened the 13

th Meeting of the 8

th

Board of Directors and the 9

thMeeting of the

thSupervisory Committee on 30 September 2024, at which, the Proposal on Changing the Commitment to AvoidHorizontal Competition by the Controlling Shareholder of the Company was reviewed and approved. Relevantmatters shall be submitted to the shareholders’ meeting of the Company for review. For more details, please referto the Announcement on Changing the Commitment to Avoid Horizontal Competition by the ControllingShareholder of the Company (Announcement No.: 2024-035) disclosed on 30 September 2024.IV Quarterly Financial Statements(I) Financial Statements

1. Consolidated Balance Sheet

Prepared by ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.

30 September 2024

Unit: RMB

Item30 September 20241 January 2024
Current assets:
Monetary assets583,402,066.94871,019,268.83
Settlement reserve
Loans to other banks and financial institutions
Held-for-trading financial assets933,304,839.65879,340,201.92
Derivative financial assets
Notes receivable
Accounts receivable88,684,341.2275,100,970.83
Receivables financing
Prepayments2,455,137.62409,192.07
Premiums receivable
Reinsurance receivables
Receivable reinsurance contract reserve
Other receivables20,538,725.2615,893,736.28
Including: Interest receivable
Dividends receivable
Financial assets purchased under resale agreements
Inventories4,044,416,401.023,915,215,921.96
Including: Data resource
Contract assets26,466,060.0327,352,596.92
Assets held for sale
Current portion of non-current assets
Other current assets167,817,788.8287,175,263.06
Total current assets5,867,085,360.565,871,507,151.87
Non-current assets:
Loans and advances to customers
Debt investments
Other debt investments
Long-term receivables
Long-term equity investments
Investments in other equity instruments15,326,451.5714,324,411.35
Other non-current financial assets
Investment property521,455,768.09541,542,136.17
Fixed assets17,954,875.6419,928,049.77
Construction in progress
Productive living assets
Oil and gas assets
Right-of-use assets12,673.5099,641.48
Intangible assets
Including: Data resource
Development costs
Including: Data resource
Goodwill
Long-term prepaid expense1,029,510.151,598,305.56
Deferred income tax assets36,750,203.6636,312,811.26
Other non-current assets249,705.90
Total non-current assets592,779,188.51613,805,355.59
Total assets6,459,864,549.076,485,312,507.46
Current liabilities:
Short-term borrowings4,363,396.093,550,000.00
Borrowings from the central bank
Loans from other banks and financial institutions
Held-for-trading financial liabilities
Derivative financial liabilities
Notes payable419,905,857.76443,259,768.78
Accounts payable
Advances from customers989,653.09420,724.30
Contract liabilities1,383,798,125.521,291,448,591.28
Financial assets sold under repurchase agreements
Customer deposits and deposits from other banks and financial institutions
Payables for acting trading of securities
Payables for underwriting of securities
Employee benefits payable23,854,539.5922,247,017.36
Taxes and levies payable35,378,094.3340,908,986.48
Other payables557,817,929.91554,469,229.59
Including: Interest payable16,535,277.9416,535,277.94
Dividends payable
Fees and commissions payable
Reinsurance payables
Liabilities directly associated with assets held for sale
Current portion of non-current liabilities50,315,969.2034,056,347.93
Other current liabilities132,267,400.40136,364,529.76
Total current liabilities2,608,690,965.892,526,725,195.48
Non-current liabilities:
Insurance contract reserve
Long-term borrowings62,336,264.42179,431,851.02
Bonds payable
Including: Preference shares
Perpetual bonds
Lease liabilities
Long-term payables
Long-term employee benefits payable
Provisions
Deferred income
Deferred income tax liabilities3,012,566.543,012,566.54
Other non-current liabilities
Total non-current liabilities65,348,830.96182,444,417.56
Total liabilities2,674,039,796.852,709,169,613.04
Owners’ equity:
Share capital1,011,660,000.001,011,660,000.00
Other equity instruments
Including: Preference shares
Perpetual bonds
Capital reserves978,244,910.11978,244,910.11
Less: Treasury stock
Other comprehensive income30,409,303.0625,319,459.44
Specific reserve
Surplus reserves275,253,729.26275,253,729.26
General reserve
Retained earnings1,405,623,030.471,400,604,385.39
Total equity attributable to owners of the Company as the parent3,701,190,972.903,691,082,484.20
Non-controlling interests84,633,779.3285,060,410.22
Total owners’ equity3,785,824,752.223,776,142,894.42
Total liabilities and owners’ equity6,459,864,549.076,485,312,507.46

Legal representative: Tang Xiaoping Chief Financial Officer: Wang Jianfei Head of the financial department: Zhou Hongpu

2. Consolidated Income Statement for Q1~Q3

Unit: RMB

ItemQ1~Q3 2024Q1~Q3 2023
1. Revenues208,232,198.00354,316,805.85
Including: Operating revenue208,232,198.00354,316,805.85
Interest income
Insurance premium income
Fee and commission income
2. Costs and expenses221,606,819.35404,813,647.75
Including: Cost of sales167,778,707.67289,093,965.63
Interest expense
Fee and commission expense
Surrenders
Net insurance claims paid
Net amount provided as
insurance contract reserve
Expenditure on policy dividends
Reinsurance premium expense
Taxes and levies
Selling expense10,691,316.8863,813,731.19
Administrative expense8,652,895.7617,817,886.71
R&D expense38,834,113.7134,809,213.29
Finance costs-4,350,214.67-721,149.07
Including: Interest expense1,462,486.36427,438.60
Interest income6,941,761.591,303,132.63
Add: Other income83,011.12121,159.27
Return on investment (“-” for loss)777,600.002,516,011.35
Including: Share of profit or loss of joint ventures and associates
Income from the derecognition of financial assets at amortized cost (“-” for loss)
Exchange gain (“-” for loss)
Net gain on exposure hedges (“-” for loss)
Gain on changes in fair value (“-” for loss)13,964,637.734,987,562.50
Credit impairment loss (“-” for loss)187.93529,176.78
Asset impairment loss (“-” for loss)
Asset disposal income (“-” for loss)195,840.200.00
3. Operating profit (“-” for loss)1,646,655.63-42,342,932.00
Add: Non-operating income2,413,776.7119,661.14
Less: Non-operating expense32,090.1352,212.63
4. Gross profit (“-” for loss)4,028,342.21-42,375,483.49
Less: Income tax expense-156,327.13-2,092,269.34
5. Net profit (“-” for net loss)4,184,669.34-40,283,214.15
5.1 By operating continuity
5.1.1 Net profit from continuing operations (“-” for net loss)4,184,669.34-40,283,214.15
5.1.2 Net profit from discontinued operations (“-” for net loss)
5.2 By ownership
5.2.1 Net profit attributable to shareholders of the Company as the parent (“-” for net loss)5,018,645.08-36,431,405.81
5.2.2 Net profit attributable to non-controlling interests (“-” for net loss)-833,975.74-3,851,808.34
6. Other comprehensive income, net of tax5,497,188.46-2,691,309.51
Attributable to owners of the Company as the parent5,089,843.62-1,899,341.33
6.1 Items that will not be reclassified to profit or loss1,002,040.22-51,415.57
6.1.1 Changes caused by remeasurements on defined benefit schemes
6.1.2 Other comprehensive income that will not be reclassified to profit or loss under the equity method
6.1.3 Changes in the fair value of investments in other equity instruments1,002,040.22-51,415.57
6.1.4 Changes in the fair value arising from changes in own credit risk
6.1.5 Other
6.2 Items that will be reclassified to profit or loss4,087,803.40-1,847,925.76
6.2.1 Other comprehensive income that will be reclassified to profit or loss under the equity method
6.2.2 Changes in the fair value of other debt investments
6.2.3 Other comprehensive income arising from the reclassification of financial assets
6.2.4 Credit impairment allowance for other debt investments
6.2.5 Reserve for cash flow hedges
6.2.6 Differences arising from the translation of foreign currency-denominated financial statements4,087,803.40-1,847,925.76
6.2.7 Other
Attributable to non-controlling interests407,344.84-791,968.18
7. Total comprehensive income9,681,857.80-42,974,523.66
7.1 Attributable to owners of the Company as the parent10,108,488.70-38,330,747.14
7.2 Attributable to non-controlling interests-426,630.90-4,643,776.52
8. Earnings per share
8.1 Basic earnings per share0.005-0.036
8.2 Diluted earnings per share0.005-0.036

Where business combinations under common control occurred in the current period, the net profit achieved by the acquirees beforethe combinations was RMB0.00, with the amount for the same period of last year being RMB0.00.Legal representative: Tang Xiaoping Chief Financial Officer: Wang Jianfei Head of the financial department: Zhou Hongpu

3. Consolidated Cash Flow Statement for Q1~Q3

Unit: RMB

ItemQ1~Q3 2024Q1~Q3 2023
1. Cash flows from operating activities:
Proceeds from sale of commodities and rendering of services326,336,098.63416,750,824.92
Net increase in customer deposits and deposits from other banks and financial institutions
Net increase in borrowings from the
central bank
Net increase in loans from other financial institutions
Premiums received on original insurance contracts
Net proceeds from reinsurance
Net increase in deposits and investments of policy holders
Interest, fees and commissions received
Net increase in loans from other banks and financial institutions
Net increase in proceeds from repurchase transactions
Net proceeds from acting trading of securities
Tax and levy rebates2,098,014.381,186,861.59
Cash generated from other operating activities53,676,909.8329,129,487.96
Subtotal of cash generated from operating activities382,111,022.84447,067,174.47
Payments for commodities and services280,592,715.45123,719,069.83
Net increase in loans and advances to customers
Net increase in deposits in the central bank and other banks and financial institutions
Payments for claims on original insurance contracts
Net increase in loans to other banks and financial institutions
Interest, fees and commissions paid
Policy dividends paid
Cash paid to and for employees52,653,455.0553,087,639.58
Taxes and levies paid97,068,843.94201,016,409.51
Cash used in other operating activities89,448,043.11132,577,463.14
Subtotal of cash used in operating activities519,763,057.55510,400,582.06
Net cash generated from/used in operating activities-137,652,034.71-63,333,407.59
2. Cash flows from investing activities:
Proceeds from disinvestment
Return on investment777,600.002,354,519.56
Net proceeds from the disposal of fixed assets, intangible assets and other long-lived assets3,537.60
Net proceeds from the disposal of subsidiaries and other business units
Cash generated from other investing activities136,800,000.00
Subtotal of cash generated from777,600.00139,158,057.16
investing activities
Payments for the acquisition of fixed assets, intangible assets and other long-lived assets73,853.52599,579.46
Payments for investments
Net increase in pledged loans granted
Net payments for the acquisition of subsidiaries and other business units
Cash used in other investing activities40,000,000.00
Subtotal of cash used in investing activities40,073,853.52599,579.46
Net cash generated from/used in investing activities-39,296,253.52138,558,477.70
3. Cash flows from financing activities:
Capital contributions received
Including: Capital contributions by non-controlling interests to subsidiaries
Borrowings received155,986,610.82
Cash generated from other financing activities
Subtotal of cash generated from financing activities155,986,610.82
Repayment of borrowings100,376,586.60
Interest and dividends paid4,606,753.8665,137,494.78
Including: Dividends paid by subsidiaries to non-controlling interests
Cash used in other financing activities
Subtotal of cash used in financing activities104,983,340.4665,137,494.78
Net cash generated from/used in financing activities-104,983,340.4690,849,116.04
4. Effect of foreign exchange rates changes on cash and cash equivalents-84,495.03154,319.59
5. Net increase in cash and cash equivalents-282,016,123.72166,228,505.74
Add: Cash and cash equivalents, beginning of the period859,146,413.35190,365,069.48
6. Cash and cash equivalents, end of the period577,130,289.63356,593,575.22

(II) Adjustments to Financial Statement Items at the Beginning of the Year of the First Implementation ofthe New Accounting Standards Implemented since 2024

□Applicable ? Not applicable

(III) Independent Auditor’s ReportIndicate by tick mark whether the financial statements above have been audited by an independent auditor.

□Yes ? No

These financial statements have not been audited by such an auditor.

Board of DirectorsShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.

31 October 2024


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