The 3st Quarterly Report 2015 (Main Text).
Stock code: 000024, 200024 Stock short name: ZSDC, ZSJB
Announcement No.: [CMPD] 2015 - 101
The 3st Quarterly Report 2015 (Main Text)
Section I Important Notice
Board of Directors and Board of Supervisors of the Company and its directors, supervisors and officers hereby guarantee that
this resolution is free from any fault, misleading statement or major omission and bear joint and several liabilities for the truthfulness,
accuracy and completeness of contents described herein.
All board members have been present at the board meeting for auditing the Q3 report.
The Report Q3 2015 has not been audited by the accounting firm.
The legal representative Sun Chengming, Chief Financial Director Wu Zhenqin and Manager of Finance Department Li Shifang
hereby state that the financial statements under the Report are authentic and complete.
The Report is made in Chinese and English. In case of any discrepancy, the Chinese version shall prevail.
1
The 3st Quarterly Report 2015 (Main Text).
Section II Changes in Main Financial Data and Shareholders
I. Main accounting data and financial indices
No retroactive adjustment or restatement of accounting data for previous years due to changes in accounting policies and correction
of accounting errors
End of report period End of last year Increase or decrease
Total assets (yuan) 181,417,972,515.29 151,692,365,118.58 19.60%
Net assets attributable to the
shareholders of listed company 32,871,275,531.09 31,094,416,110.82 5.71%
(yuan)
From beginning of
Year-on-year increase Year-on-year increase or
Report period year to end of report
or decrease decrease
period
Business income (yuan) 5,932,085,076.85 -23.02% 23,906,033,514.31 0.64%
Net profits attributable to the
shareholders of listed company 73,504,383.25 -83.85% 2,219,006,547.94 -0.97%
(yuan)
Net profits attributable to
shareholders of listed company after
149,400,339.79 -68.01% 1,899,717,324.43 -17.76%
deducting non-recurring profits and
losses (yuan)
Net cash flow from business
-- -- -2,652,969,494.21 51.72%
activities (yuan)
Basic earnings per share (yuan
0.03 -83.33% 0.86 -1.15%
/share)
Diluted earnings per share (yuan
0.03 -83.33% 0.86 -1.15%
/share)
1.41 percentage point 1.23 percentage points l
Weighted average return on equity 0.22% 6.95%
s lower ower
Items and amount of non-recurring profits and losses
Unit: yuan
Items of non-recurring profits or losses Amount from beginning of year to end of
report period
Losses and profits on disposal of non-current assets 64,022.09
Government subsidies 11,958,706.10
Profits or losses from external entrusted loans 19,141,960.71
Other non-business incomes and expenditures deducted by the above items 8,297,525.04
2
The 3st Quarterly Report 2015 (Main Text).
Other profits or losses recognized by CSRC 298,306,322.02
Affected amount of minority shareholders -9,792,112.92
Affected amount after income taxes -8,687,199.53
Total 319,289,223.51
Note 1: From January to September, the net profits attributable to the shareholders of listed company and operating income
maintained simultaneous increase. At the end of reporting period, the balance of advances received was RMB 53,272 million
increasing by RMB 17,673 million, up 50% from the year earlier.
In this quarter, operating income decreased by RMB 1,774 million, down 23.02% from the year earlier due to the carry-forward
progress of the Company’s property project, which resulted in the gross profits decreasing by RMB 20.24 million during the
reporting period. However, exchange losses generated from the foreign currency loans increased due to the fluctuation of foreign
exchange rate in August resulting in the sharp decrease of the net profits attributable to the shareholders of listed company from the
year earlier. From January to September, exchange losses included in the financial expenses amounted to RMB 382,317.4 thousand
(wherein the exchange losses amounting to RMB 428.31 million in the third quarter), while exchange losses included in the financial
expenses amounted to RMB 50,151.7 thousand in the same period last year.
Holding a certain amount of foreign currency loans is the important factor that comprehensive financing cost of the Company is
low; in view of the frequent fluctuation of foreign exchange rate, the Company successively substitute RMB loans for part of foreign
currency loans by taking into account the demand for foreign currency to reduce the fluctuation risk of foreign exchange rate.
Note 2: the long-term equity investment after change in control of Shenzhen Overseas Chinese Town Co., Ltd. (OCT) by the
Company is measured by fair value. The equity fair value is mainly inventory evaluation added value. From January to September,
2014, based on the ratio of actual carry-forward inventory area in the total salable area of inventory to be carried forward on the date
of control right change of OCT, the added value of long-term equity investment acknowledged by assessment added value subject to
corresponding written off is RMB 29,197,537.31.
Note 3: The Company acquired control over Beijing Guangying Residential Property Development Limited and consolidated
financial statements on May 1, 2015. Its identifiable net assets was measured as per the fair value by the Company on the date of
control right change and the investment income of RMB 432,538,803 is included due to inventory evaluation appreciation. In May to
September 2015, based on the ratio of actual carry-forward inventory area in the total salable area of inventory to be carried forward
on the date of control right change, the inventory evaluation appreciation subject to corresponding written off is RMB
458,087,030.62 (Net amount after deduction of income tax expenses and minority shareholders’ profit or loss is RMB
116,812,192.81). Due to control right change, other owners’ equity in connection with the previously held equities transferred and
included in the investment income is RMB 11,777,249.14.
II. Total and top ten shareholders at the end of reporting period
1. Total and top ten common shareholders at the end of report period
Unit: share
Total number of common
shareholders at the end of report 99,026 (A-shares: 89,426, B-shares: 9,600)
period
Top ten common shareholders
Nature of Quantity of Quantity of Pledged or frozen
Name of shareholder Share
shareholder shares restricted shares shares
3
The 3st Quarterly Report 2015 (Main Text).
Quant
Status
ity
China Merchants Shekou Industrial Zone Holdings State-owned
40.38% 1,040,128,975 1,040,128,975 None None
Co., Ltd. corporate
Overseas
FULL SPACE INVESTMENT LIMITED 5.48% 141,216,075 141,216,075 None None
corporate
Overseas
China Merchants Securities (HK) Co., Ltd. 2.96% 76,125,377 73,863,367 None None
corporate
Overseas
FOXTROT INTERNATIONAL LIMITED 1.61% 41,580,000 41,580,000 None None
corporate
Overseas
ORIENTURE INVESTMENT LTD 1.55% 39,904,717 39,904,717 None None
corporate
Overseas
GOLDEN CHINA MASTER FUND 1.03% 26,487,893 None None None
organization
Domestic
Sun Huigang natural 0.98% 25,310,000 None None None
person
Domestic
non-state-o
National Social Security Fund 118 Portfolio 0.86% 22,189,608 None None None
wned
corporate
Domestic
non-state-o
National Social Security Fund 108 Portfolio 0.68% 17,541,741 None None None
wned
corporate
Overseas
CITIGROUP GLOBAL MARKETS LIMITED 0.57% 14,760,893 None None None
organization
Top ten un-restricted common shareholders
Class of shares
Name of shareholder Quantity of un-restricted common shares
Class Quantity
GOLDEN CHINA MASTER FUND 26,487,893 B share 26,487,893
Sun Huigang 25,310,000 A share 25,310,000
National Social Security Fund 118 Portfolio 22,189,608 A share 22,189,608
National Social Security Fund 108 Portfolio 17,541,741 A share 17,541,741
CITIGROUP GLOBAL MARKETS LIMITED 14,760,893 A share 14,760,893
Fang Deji 13,640,535 A share 13,640,535
GREENWOODS CHINA ALPHA MASTER
13,031,565 B share 13,031,565
FUND
4
The 3st Quarterly Report 2015 (Main Text).
Invesco Great Wall Selective Blue Chip Share
13,000,000 A share 13,000,000
Securities Investment Funds
Rongtong New Blue Chip Securities Investment
11,364,786 A share 11,364,786
Funds
National Social Security Fund 413 Portfolio 11,000,023 A share 11,000,023
China Merchants Shekou Industrial Zone Holdings Co., Ltd. (hereinafter
referred to as “CMSIZH”) and its subsidiaries - FULL SPACE INVESTMENT
LIMITED, FOXTROT INTERNATIONAL LIMITED and ORIENTURE
Statement on relationship and acting in concert of INVESTMENT LTD are Persons Acting in Concert; GOLDEN CHINA
the above-mentioned shareholders MASTER FUND and GREENWOODS CHINA ALPHA MASTER FUND are
Persons Acting in Concert. Dafeng International, a subsidiary of CMSIZH, has
entrusted 73,863,367 shares of the Company to China Merchants Securities
(Hong Kong) Co., Ltd.
Description of the top 10 common shareholders
None
envolved in securities margin trading (if any)
5
The 3st Quarterly Report 2015 (Main Text).
Section III Important Events
I. Facts and causes for change in main accounting statement items and financial indices
during the report period
Unit: RMB 10,000
Increase or
Financial liabilities 2015.09.30 2014.12.31 decrease Main cause of change
(±%)
Land prepayment converted into
Prepayments 136,083 361,919 -62%
inventory
The increase of the due intercourse
Other receivables 1,616,843 894,186 81% funds of joint ventures and associated
enterprises
Other current assets 514,687 355,070 45% Increase of pre-paid tax
Short-term loans 30,000 388,690 -92% Payment of short-term debt
The increase of the payable project
Notes payable 55,993 4,734 1083%
funds with bills
Increase of advance payment for
Advances received 5,327,221 3,559,929 50%
building sales expense received
The payment of unpaid taxes and
Tax payable 141,242 313,369 -55%
dues
Interests payable 28,809 19,214 50% Increase of borrowings
Other payables 1,598,584 1,178,251 36% Increase of payables for partners
Issuing the tickets and convertible
Bonds payable 762,942 301,808 153%
bonds
The increasing payables by
Long-term payables 361,944 10,435 3368% transferring the rights and interests of
subsidiary companies
The fair-value adjustment of assets
Deferred income tax liabilities 48,048 3,582 1241%
by enterprise merger
Increase or
January - January -
Profits or losses decrease Main cause of change
September 2015 September 2014
(±%)
Year-on-year increase of interest
Financial expenses 115,514 49,584 133% exchange and foreign exchange loss
at current period
The original holding shares shall be
Investment income 54,288 21,572 152% remeasured in accordance with the
fair value for the changes of control
6
The 3st Quarterly Report 2015 (Main Text).
right of the newly-added subsidiary
companies.
Increase or
January - January -
Cash flow decrease Main cause of changes
September 2015 September 2014
(±%)
Cash inflows for operating Increase of received payment for
4,633,691 3,529,602 31%
activities building sales expense
Net cash flows from operating Increase of received payment for
-265,297 -549,463 52%
activities building sales expense
Consolidation of newly-added
Sub-total of cash inflows from
70,090 4,003 1651% subsidiaries’ cash at the beginning of
investing activities
period
The increasing investment spending
Sub-total of cash outflows from
157,094 11,785 1233% of joint ventures and associated
investing activities
enterprises
Investment spending cash is greater
Net cash flows from investing
-87,004 -7,783 1018% than the increased net cash of
activities
acquisition subsidiaries
Cash inflows for financing
2,338,104 1,647,066 42% The increase of bank loans and bonds
activities
The year-on-year increase of bank
Net cash flows from financing
670,522 323,679 107% loans and bonds are more than that of
activities
return loans
II. Analysis and interpretation of key progress and influence
Disclosing website of interim report
Summary of important events Date of disclosure
provided
Approved in the 6th Temporary
Conference of the 7th Board of Directors
of the Company in 2015, the Company has
applied to China Securities Regulatory
Commission for withdrawal of the
Detailed information has been disclosed on
documents on applying for the public
China Securities Journal, Securities Times,
issuance of convertible bonds in 2014. The
August 12, 2015 Shanghai Securities News, Hong Kong
Company has received the Notice on
Commercial Daily, Securities Daily and
Review Termination of the Administrative
Cninfo http://www.cninfo.com.cn.
Licensing Application by China Securities
Regulatory Commission ([2015] No.131).
China Securities Regulatory Commission
decided to terminate the review for the
above administrative license application.
7
The 3st Quarterly Report 2015 (Main Text).
Relevant matters relating to the Issuance of
Detailed information has been disclosed on
A-shares by China Merchants Shekou
China Securities Journal, Securities Times,
Industrial Zone Holdings Co., Ltd. for September 18, 2015, September 24, 2015,
Shanghai Securities News, Hong Kong
Stock-for-stock of the Company and October 10, 2015
Commercial Daily, Securities Daily and
Issuance of A-shares to Specific Objects
Cninfo http://www.cninfo.com.cn.
for Raising of Supporting Funds
III. Existing commitments made by the Company or shareholders of 5% and above in/before
the report period
□ Applicable □ Inapplicable
Commitmen Performanc
Commitment Content Time Term
t party e
Till two During the
years after report
the period,
Commitment of After reform of non-tradable shares, land and
shareholder commitmen
equity division CMSIZH other high-quality assets will be continued to be December 9, 2005
no longer ts have
reform input to support the Company development.
holds the been
shares of the strictly
Company fulfilled.
WHEREAS, the convertible bonds to be issued
by China Merchants Property in public in 2015
During the
are required for issuance of convertible bond this
report
time, as the holding stockholder of CMSIZH
period,
makes a commitment: provided that the Company
Commitment made Long-term commitmen
CMSIZH and investors suffer losses arising out of the March 11, 2015
in IPO/refinancing effective ts have
violation of laws and rules including the matter of
been
leaving non-disclosed land idle during the report
strictly
period by China Merchants Property, the
fulfilled.
committing party shall undertake the
corresponding liability for damage.
Not to (directly or indirectly) engage in or
develop any businesses or projects with business
Till two During the
scopes similar to the Company; not to establish,
years after report
develop, participate in or assist in any enterprises
the period,
Other commitments with any direct or indirect competition with the
shareholder commitmen
for non-majority CMSIZH Company for the China Merchants Group and the March 19, 2008
no longer ts have
shareholders related parties or on behalf of any third parties;
holds the been
not to engage in or participate in (directly or
shares of the strictly
indirectly in) activities that compete with the
Company fulfilled.
Company by taking advantages of the information
obtained from the Company; and not to have any
8
The 3st Quarterly Report 2015 (Main Text).
other competing behaviors that infringe or may
infringe the Company interests.
Has the commitment
performed in a Yes
timely manner
Cause for failed
performance and Inapplicable
next plan (if any)
IV. Estimates of 2015 Business Performance
Inapplicable
V. Security investment
Inapplicable
VI. Equities of other listed company held by the company
Inapplicable
VII. Investment in derivatives
Inapplicable
VIII. Research, communication, interview, etc. received during the reporting period
Category of the Main discussion points and
Time Place Method Party received
party information provided
Telephone
July 1, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 2, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 3, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 6, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 7, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 8, 2015 Shenzhen Individual investors Individual investors
communication
9
The 3st Quarterly Report 2015 (Main Text).
Telephone ① Introduction to the
July 9, 2015 Shenzhen Individual investors Individual investors
communication Company’s business
operation;
Telephone
July 10, 2015 Shenzhen Individual investors Individual investors ② Discussion on industrial
communication
development;
Jefferies, China
July 10, 2015 Shenzhen Field research Institution investors ③ Provision of declared
AMC
information and the project
Monday, July 13, Telephone
Shenzhen Individual investors Individual investors brochure of the Company;
2015 communication
④ Visit to the on-sale
Telephone buildings of the Company
July 14, 2015 Shenzhen Individual investors Individual investors
communication and provision of sales
Telephone brochure.
July 15, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 16, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 17, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 20, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 21, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 21, 2015 Shenzhen Institution investors GF Securities
communication
Telephone
July 22, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 23, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 24, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 27, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 28, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 29, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 30, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
July 31, 2015 Shenzhen Individual investors Individual investors
communication
10
The 3st Quarterly Report 2015 (Main Text).
Telephone
August 3, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 4, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 4, 2015 Shenzhen Institution investors PINGAN Securities
communication
Telephone
August 5, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 6, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 7, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 10, 2015 Shenzhen Individual investors Individual investors
communication
① Introduction to the
Telephone
August 10, 2015 Shenzhen Institution investors GTJA Company’s business
communication
operation;
Telephone
August 11, 2015 Shenzhen Individual investors Individual investors ② Discussion on industrial
communication
development;
Telephone ③ Provision of declared
August 12, 2015 Shenzhen Individual investors Individual investors
communication information and the project
Telephone brochure of the Company;
August 13, 2015 Shenzhen Individual investors Individual investors
communication ④ Visit to the on-sale
buildings of the Company
Telephone
August 14, 2015 Shenzhen Individual investors Individual investors and provision of sales
communication
brochure.
Telephone
August 17, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 18, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 19, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 20, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 21, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 24, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 25, 2015 Shenzhen Individual investors Individual investors
communication
11
The 3st Quarterly Report 2015 (Main Text).
Telephone
August 26, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 27, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 28, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
August 31, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
September 1, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
September 2, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
September 3, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
September 4, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
September 7, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
September 8, 2015 Shenzhen Individual investors Individual investors
communication
Telephone
September 9, 2015 Shenzhen Individual investors Individual investors
communication
September 10,
Shenzhen Field research Institution investors Samsung Securities
2015
September 10, Telephone
Shenzhen Individual investors Individual investors
2015 communication
September 11, Telephone
Shenzhen Individual investors Individual investors
2015 communication
September 14, Telephone
Shenzhen Individual investors Individual investors
2015 communication
September 15, Telephone
Shenzhen Individual investors Individual investors
2015 communication
September 16, Telephone
Shenzhen Individual investors Individual investors
2015 communication
September 17, Telephone
Shenzhen Individual investors Individual investors
2015 communication
China Securities,
September 17, Telephone
Shenzhen Institution investors Guotai Junan
2015 communication
Securities, GF
12
The 3st Quarterly Report 2015 (Main Text).
Securities, Haitong
Securities, Orient
Securities, Essence
Securities,
Industrial
Securities,
Rongtong Fund,
Invesco Great Wall,
Greenwoods Asset,
etc.
September 18, Telephone ① Introduction to the
Shenzhen Individual investors Individual investors
2015 communication Company’s business
operation;
China Securities,
② Discussion on industrial
GF Securities,
development;
Haitong Securities,
September 20,
Shenzhen Field research Institution investors Invesco Great Wall, ③ Provision of declared
2015
Rongtong Fund, information and the project
ICBC Credit brochure of the Company;
Suisse, etc. ④ Visit to the on-sale
buildings of the Company
September 21, Telephone
Shenzhen Individual investors Individual investors and provision of sales
2015 communication
brochure.
China Securities,
China AMC, E
September 22, Telephone
Shenzhen Institution investors Fund, Yuanta
2015 communication
Securities, China
Southern Fund, etc.
September 22, Telephone
Shenzhen Individual investors Individual investors
2015 communication
GTJA, China
International Fund
Management,
September 23, Telephone
Shenzhen Institution investors China AMC, GF
2015 communication
Fund, E Fund,
Invesco Great Wall
Fund, etc.
September 23, Telephone
Shenzhen Individual investors Individual investors
2015 communication
September 24, Telephone
Shenzhen Individual investors Individual investors
2015 communication
September 25, Telephone
Shenzhen Individual investors Individual investors
2015 communication
13
The 3st Quarterly Report 2015 (Main Text).
September 28, Telephone
Shenzhen Individual investors Individual investors
2015 communication
Morgan Stanley,
September 29, Telephone
Shenzhen Institution investors LBN ADVISERS,
2015 communication
DBS BANK, etc.
September 29, Telephone
Shenzhen Individual investors Individual investors
2015 communication
September 30, Telephone
Shenzhen Individual investors Individual investors
2015 communication
14
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